



                    C.R. ANTHONY COMPANY
                   STOCK OPTION AGREEMENT
                   (Nonqualified Options)

     This Stock Option Agreement ("Agreement") is made
effective June 10, 1996, between C.R. Anthony Company, an
Oklahoma corporation ("Corporation"), and _________________,
a director of the Corporation ("Holder").

      WHEREAS, the Board of Directors has determined that it
is in the best interests of the Corporation that Corporation
freeze at current levels monthly retainer fees and fees for
attendance at meetings of the Board of Directors paid to non-
employee directors of the Corporation;

      WHEREAS, the Corporation desires to compensate its non-
employee directors for continuing service as directors
through the grant of stock options in lieu of increased cash
fees as provided herein;

      NOW, THEREFORE, in consideration of the mutual
covenants hereinafter set forth and for other good and
valuable consideration, the parties hereto agree as follows:

     1.     Grant of Stock Option.  The Corporation hereby
grants to Holder the right and option ("Option") to purchase
an aggregate of 5,000 shares of Common Stock, par value
$0.01 per share ("Common Stock"), of the Corporation on, and
subject to, the terms and conditions set forth herein.

     2.     Purchase Price.  The purchase price of the
shares of Common Stock subject to the Option shall be $3.00
per share.  The purchase price may be paid in cash or by
certified check, bank draft or money order payable to the
Corporation.

     3.     Option Vesting Schedule.  The Option shall be
exercisable as follows:

               Number of Shares              First Date of Exercise

                   1,666                       June 10, 1997
                   1,667                       June 10, 1998
                   1,667                       June 10, 1999

     Such shares may be purchased either in whole or in part
at any time and from time to time on or after the First Date
of Exercise (as set forth immediately above) and prior to
the expiration of the Option set forth in Section 5 below.

     4.   Acceleration of Right to Exercise.  Anything
above to the contrary notwithstanding, if the Holder dies or
becomes disabled, or there is a change in control of the
Corporation, the Option shall be immediately exercisable in
full.

     Disability shall have the same meaning as is then
applicable to the Corporation's welfare benefit plan
governing long term disability income payments.

     Change of control means the occurrence of any of the
     following events:

          (I)     The acquisition by any "Person" (as such
     term is used in Sections 13(d) and 14(d)(2) of the
     Securities Exchange Act of 1934, as amended (the
     "Exchange Act")), of "Beneficial Ownership" (within the
     meaning of Rule 13d-3 under the Exchange Act) of voting
     securities of the Corporation constituting in excess of
     50% of the combined voting power of the Corporation's
     then outstanding voting securities.  For purposes of
     the preceding sentence, the term "Person" shall not
     include any member or members of the management of the
     Corporation, any employee benefit plan (including,
     without limitation, any employee stock ownership or
     purchase plan), or a trust forming a part thereof,
     maintained by the Corporation or any Subsidiary (as
     hereinafter defined), or the Corporation or any
     corporation or other Person of which a majority of its
     voting power or equity securities or equity interest is
     owned, directly or indirectly, by the Corporation (a
     "Subsidiary");

          (ii)  The consummation of any merger,
     consolidation or reorganization pursuant to which the
     shareholders of the Corporation immediately prior to
     such merger, consolidation or reorganization do not
     have Beneficial Ownership immediately following such
     merger, consolidation or reorganization of at least 51%
     of the combined voting power of the outstanding voting
     securities of the corporation or other Person resulting
     from such merger, consolidation or reorganization;

          (iii)  Any sale, lease, exchange or other transfer
     of assets of the Corporation (other than in the
     ordinary course of business) to any Person (other than
     a Subsidiary) that results in the reduction of the
     total square footage of retail space maintained by the
     Corporation in an amount equal to or greater than 40%
     of the total square footage of retail space maintained
     by the Corporation as of the date of the first such
     sale, lease, exchange or other transfer subsequent to
     the date hereof; or

          (iv)  The approval by the shareholders of the
     Corporation of any plan or proposal for the liquidation
     or dissolution of the Corporation."

     5.  Term of Option.  The Option shall expire on the
earlier of: (a) 5:00 p.m., Oklahoma time, on June 10, 2006;
(b) 90 days after termination of the Holder's service (by
resignation, removal, failure to stand for reelection or
otherwise) as a director of the Corporation; or (c) such
reasonable time as is set by action of the Board of
Directors of the Corporation prior to or following any
change of control of the Corporation as set forth in
Section 4 above.

     If the Holder dies or becomes disabled while serving as
a director of the Corporation or within the period of time
after termination of service during which the Holder was
entitled to exercise the Holder's Option as herein provided,
the Holder, the Holder's estate, personal representative, or
beneficiary shall have the right to exercise his Option at
any time within 12 months from the date of the Holder's
death or disability.

     The Holder shall have none of the rights of a
shareholder with respect to the shares of Common Stock
subject to the Option until such shares shall be issued to
the Holder upon the exercise of the Option.

     6.   Nontransferability.  Neither the Option nor any
other right under this Agreement shall be assignable or
transferable by Holder, other than by the Holder's will or
the laws of descent and distribution.  During the life of
Holder, the rights and privileges of Holder hereunder may be
exercised only by Holder.  Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the
Option, and the levy of any execution, attachment or similar
process upon the Option, shall be null and void and without
effect.

     7.   Recapitalization.  The number of shares of
Common Stock covered by the Option, and the price per share
thereof, shall all be proportionately adjusted for any
increase or decrease in the number of issued shares of
Common Stock resulting from a subdivision or consolidation
of shares or other capital adjustment, or the payment of a
stock dividend or other increase or decrease in such shares,
effected without receipt of consideration by the
Corporation; provided, however, any fractional shares
resulting from any such adjustment shall be eliminated.

     8.   Reorganization of Corporation.  If the
Corporation shall be the surviving or resulting corporation
in any merger or consolidation which does not result in
change of control of the Corporation, the Option shall
pertain to and apply to the securities to which a holder of
the number of shares of Common Stock subject to the Option
would have been entitled.

     9.   Exercise of Option.  Subject to the terms and
conditions of the Agreement, the Option may be exercised by
written notice to the Corporation, C.R. Anthony Company, 701
North Broadway, Oklahoma City, Oklahoma 73102, Attn:
Secretary, which notice shall state the election to exercise
the Option and the number of shares in respect of which it
is being exercised; shall fix a date (not less than 10
business days from the date such notice is received by the
Corporation) for the delivery of the certificate or
certificates for said shares and the payment of the purchase
price therefor; and shall be signed by the Holder.  On the
date so fixed and provided all of the conditions of this
Agreement are satisfied, a certificate or certificates for
the shares as to which the Option shall have been so
exercised, registered in the name of the Holder, shall be
issued by the Corporation and delivered to or upon the order
of such person or persons, against payment in full at the
above mentioned address of the purchase price of said shares
in accordance with Section 2 above.  All shares issued as
provided herein will be fully paid and nonassessable.

    10.   Availability of Shares.  The Corporation shall
at all times during the term of the Option reserve and keep
available in the form of authorized and unissued shares of
Common Stock or shares of Common Stock held as treasury
stock such number of shares of Common Stock as will be
sufficient to satisfy the requirements of this Agreement and
shall pay all fees and expenses necessarily incurred by the
Corporation in connection with the issuance of such shares
and will from time to time use its best efforts to comply
with all laws and regulations which, in the opinion of
counsel for the Corporation, shall be applicable thereto.

    11.   Investment Intent.  If, at the time of any
exercise of the Option, it is necessary or desirable, in
order to comply with any applicable laws or regulations
relating to the sale of securities, that the Holder shall
agree that the Holder will purchase the shares that are
subject to the Option for investment and not with any
present intention to resell those shares, the Holder will
execute and deliver to the Corporation an agreement to such
effect in form and substance requested by the Corporation.

    12.   Registration under Securities Act of 1933.  If,
at the time of any exercise of the Option, the Corporation
is filing reports with the Securities and Exchange
Commission pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended, or has a class of equity
securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, the Corporation
will use its best efforts to cause the Common Stock which
may be acquired pursuant to the exercise of the Option to be
registered under the Securities Act of 1933, as amended.

    13.   Governing Law.  This Agreement shall be subject
to, governed by, the laws of the State of Oklahoma
irrespective of the fact that one or more of the parties now
is, or may become, a resident of a different state.

    14.   Amendment.  This Agreement may be amended only
by an instrument in writing signed by each of the parties
hereto.

    15.   Section Headings.  Section headings contained in
this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement.


     IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be duly executed by its officer thereunto duly
authorized, and the Holder has hereunto set the Holder's
hand, all on the day and year first above written.

                              CORPORATION:

                              C.R. Anthony Company



                              By:_________________________________
                                    Authorized Officer


                              HOLDER:




                              ____________________________________





