<SUBMISSION>
<ACCESSION-NUMBER>0000950152-02-004860
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20020614
<EFFECTIVENESS-DATE>20020614
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BARRY R G CORP /OH/
<CIK>0000749872
<ASSIGNED-SIC>3140
<IRS-NUMBER>314362899
<STATE-OF-INCORPORATION>OH
<FISCAL-YEAR-END>0102
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-90544
<FILM-NUMBER>02679597
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>13405 YARMOUTH RD NW
<CITY>PICKERINGTON
<STATE>OH
<ZIP>43147
<PHONE>6148646400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>13405 YARMOUTH RD NW
<CITY>PICKERINGTON
<STATE>OH
<ZIP>43147
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>l94849asv8.txt
<DESCRIPTION>R. G. BARRY CORPORATION               FORM S-8
<TEXT>
<PAGE>

                                                       As filed on June 14, 2002
                                               Registration No. 333-____________
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ----------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       ----------------------------------

                             R. G. BARRY CORPORATION
           ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Ohio                                     31-4362899
--------------------------------------------  ---------------------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification No.)

13405 Yarmouth Road N.W., Pickerington, Ohio             43147
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip Code)

                R. G. Barry Corporation 2002 Stock Incentive Plan
                -------------------------------------------------
                            (Full title of the plan)

                                          Copy to:
Daniel D. Viren                           Elizabeth Turrell Farrar, Esq.
R. G. Barry Corporation                   Vorys, Sater, Seymour and Pease LLP
13405 Yarmouth Road N.W.                  52 East Gay Street, P.O. Box 1008
Pickerington, Ohio 43147                  Columbus, Ohio 43216-1008
---------------------------------------
(Name and address of agent for service)

                                 (614) 864-6400
        ---------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                        ---------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
           Title of                                    Proposed maximum offering        Proposed maximum          Amount of
         securities to              Amount to be          price per share (1)          aggregate offering     registration fee
         be registered               registered                                            price (1)
--------------------------------------------------------------------------------------------------------------------------------

<S>                                    <C>            <C>                               <C>                        <C>
Common Shares,                         450,000        $6.05 as to 48,664 common         $2,546,765.20              $235
$1.00 Par Value (2)                                      shares; $5.50 as to
                                                        26,336 common shares;
                                                         $5.62 as to 375,000
                                                            common shares
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
       amended, and computed on the basis of: (a) $6.05 for 48,664 of the common
       shares to be registered, which is the price at which options to purchase
       such common shares may be exercised; (b) $5.50 for 26,336 of the common
       shares to be registered, which is the price at which options to purchase
       such common shares may be exercised; and (c) $5.62 for 375,000 of the
       common shares to be registered, which is the average of the high and low
       sales prices on the New York Stock Exchange on June 12, 2002.

(2)    This Registration Statement also covers related Series I Junior
       Participating Class A Preferred Share Purchase Rights (the "Rights")
       which evidence the right to purchase, under certain conditions, one
       one-hundredth of a share of Series I Junior Participating Class A
       Preferred Shares, $1 par value. Registrant is required to deliver one
       Right with each common share that becomes outstanding until the
       "distribution date" for the Rights, at which date the Rights will
       commence trading separately from the common shares.


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         R. G. Barry Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents filed by the
Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), under Commission File Number 1-8769:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 29, 2001;

         (b)      The Registrant's Current Report on Form 8-K, dated January 7,
                  2002 and filed January 8, 2002; and

         (c)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 30, 2002.

         The description of the Registrant's Common Shares contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
June 6, 1995 and the description of the Series I Junior Participating Class A
Preferred Share Purchase Rights of the Registrant (the "Rights") contained in
the Registrant's Registration Statement on Form 8-A filed with the Commission on
March 16, 1998, and all amendments thereto or reports filed for the purpose of
updating such descriptions heretofore filed by the Registrant with the
Commission, are also hereby incorporated by reference.

         Any definitive proxy statement or information statement filed pursuant
to Section 14 of the Exchange Act and all documents which may be filed with the
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent
to the date hereof and prior to the completion of the offering contemplated by
the R. G. Barry Corporation 2002 Stock Incentive Plan, shall also be deemed to
be incorporated herein by reference and to be made a part hereof from the date
of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.


                                       2
<PAGE>


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the issuance of the Common Shares and the Rights of the
Registrant being registered on this Registration Statement on Form S-8 will be
passed upon for the Registrant by Vorys, Sater, Seymour and Pease LLP, 52 East
Gay Street, P.O. Box 1008, Columbus, Ohio 43216-1008. Roger E. Lautzenhiser, a
director of the Registrant, is a partner in such firm. As of June 7, 2002,
members of Vorys, Sater, Seymour and Pease LLP, and attorneys employed thereby,
together with members of their immediate families, owned an aggregate of 11,090
Common Shares. Mr. Lautzenhiser owned 11,000 of these Common Shares and holds an
option to purchase 6,250 Common Shares.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:

                  (E)(1) A corporation may indemnify or agree to indemnify any
         person who was or is a party, or is threatened to be made a party, to
         any threatened, pending, or completed action, suit, or proceeding,
         whether civil, criminal, administrative, or investigative, other than
         an action by or in the right of the corporation, by reason of the fact
         that he is or was a director, officer, employee, or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, trustee, officer, employee, member, manager, or agent of
         another corporation, domestic or foreign, nonprofit or for profit, a
         limited liability company, or a partnership, joint venture, trust, or
         other enterprise, against expenses, including attorney's fees,
         judgments, fines, and amounts paid in settlement actually and
         reasonably incurred by him in connection with such action, suit, or
         proceeding, if he acted in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the
         corporation, and, with respect to any criminal action or proceeding, if
         he had no reasonable cause to believe his conduct was unlawful. The
         termination of any action, suit, or proceeding by judgment, order,
         settlement, or conviction, or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner he reasonably believed to be
         in or not opposed to the best interests of the corporation, and, with
         respect to any




                                       3
<PAGE>

         criminal action or proceeding, he had reasonable cause to believe that
         his conduct was unlawful.

                  (2) A corporation may indemnify or agree to indemnify any
         person who was or is a party, or is threatened to be made a party, to
         any threatened, pending, or completed action or suit by or in the right
         of the corporation to procure a judgment in its favor, by reason of the
         fact that he is or was a director, officer, employee, or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, trustee, officer, employee, member, manager, or agent of
         another corporation, domestic or foreign, nonprofit or for profit, a
         limited liability company, or a partnership, joint venture, trust, or
         other enterprise, against expenses, including attorney's fees, actually
         and reasonably incurred by him in connection with the defense or
         settlement of such action or suit, if he acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the corporation, except that no indemnification shall be
         made in respect of any of the following:

                      (a) Any claim, issue, or matter as to which such person is
                  adjudged to be liable for negligence or misconduct in the
                  performance of his duty to the corporation unless, and only to
                  the extent that, the court of common pleas or the court in
                  which such action or suit was brought determines, upon
                  application, that, despite the adjudication of liability, but
                  in view of all the circumstances of the case, such person is
                  fairly and reasonably entitled to indemnity for such expenses
                  as the court of common pleas or such other court shall deem
                  proper;

                      (b) Any action or suit in which the only liability
                  asserted against a director is pursuant to section 1701.95 of
                  the Revised Code.

                  (3) To the extent that a director, trustee, officer, employee,
         member, manager, or agent has been successful on the merits or
         otherwise in defense of any action, suit, or proceeding referred to in
         division (E)(1) or (2) of this section, or in defense of any claim,
         issue, or matter therein, he shall be indemnified against expenses,
         including attorney's fees,





                                       4
<PAGE>

         actually and reasonably incurred by him in connection with the action,
         suit, or proceeding.

                  (4) Any indemnification under division (E)(1) or (2) of this
         section, unless ordered by a court, shall be made by the corporation
         only as authorized in the specific case, upon a determination that
         indemnification of the director, trustee, officer, employee, member,
         manager, or agent is proper in the circumstances because he has met the
         applicable standard of conduct set forth in division (E)(1) or (2) of
         this section. Such determination shall be made as follows:

                      (a) By a majority vote of a quorum consisting of directors
                  of the indemnifying corporation who were not and are not
                  parties to or threatened with the action, suit, or proceeding
                  referred to in division (E)(1) or (2) of this section;

                      (b) If the quorum described in division (E)(4)(a) of this
                  section is not obtainable or if a majority vote of a quorum of
                  disinterested directors so directs, in a written opinion by
                  independent legal counsel other than an attorney, or a firm
                  having associated with it an attorney, who has been retained
                  by or who has performed services for the corporation or any
                  person to be indemnified within the past five years;

                      (c) By the shareholders;

                      (d) By the court of common pleas or the court in which the
                  action, suit, or proceeding referred to in division (E)(1) or
                  (2) of this section was brought.

                  Any determination made by the disinterested directors under
         division (E)(4)(a) or by independent legal counsel under division
         (E)(4)(b) of this section shall be promptly communicated to the person
         who threatened or brought the action or suit by or in the right of the
         corporation under division (E)(2) of this section, and within ten days
         after receipt of such notification, such person shall have the right to
         petition the court of common pleas or the court in which such action or
         suit was brought to review the reasonableness of such determination.



                                       5
<PAGE>

                  (5)(a) Unless at the time of a director's act or omission that
         is the subject of an action, suit, or proceeding referred to in
         division (E)(1) or (2) of this section, the articles or the regulations
         of a corporation state, by specific reference to this division, that
         the provisions of this division do not apply to the corporation and
         unless the only liability asserted against a director in an action,
         suit, or proceeding referred to in division (E)(1) or (2) of this
         section is pursuant to section 1701.95 of the Revised Code, expenses,
         including attorney's fees, incurred by a director in defending the
         action, suit or proceeding shall be paid by the corporation as they are
         incurred, in advance of the final disposition of the action, suit, or
         proceeding upon receipt of an undertaking by or on behalf of the
         director in which he agrees to do both of the following:

                      (i) Repay such amount if it is proved by clear and
                  convincing evidence in a court of competent jurisdiction that
                  his action or failure to act involved an act or omission
                  undertaken with deliberate intent to cause injury to the
                  corporation or undertaken with reckless disregard for the best
                  interests of the corporation;

                      (ii) Reasonably cooperate with the corporation concerning
                  the action, suit, or proceeding.

                  (b) Expenses, including attorney's fees, incurred by a
         director, trustee, officer, employee, member, manager, or agent in
         defending any action, suit, or proceeding referred to in division
         (E)(1) or (2) of this section, may be paid by the corporation as they
         are incurred, in advance of the final disposition of the action, suit,
         or proceeding, as authorized by the directors in the specific case,
         upon receipt of an undertaking by or on behalf of the director,
         trustee, officer, employee, member, manager, or agent to repay such
         amount, if it ultimately is determined that he is not entitled to be
         indemnified by the corporation.

                  (6) The indemnification authorized by this section shall not
         be exclusive of, and shall be in addition to, any other rights granted
         to those seeking indemnification under the articles, the regulations,
         any agreement, a vote of shareholders or disinterested directors, or
         otherwise, both as to action in their


                                       6
<PAGE>

         official capacities and as to action in another capacity while holding
         their offices or positions, and shall continue as to a person who has
         ceased to be a director, trustee, officer, employee, member, manager,
         or agent and shall inure to the benefit of the heirs, executors, and
         administrators of such a person.

                  (7) A corporation may purchase and maintain insurance or
         furnish similar protection, including, but not limited to, trust funds,
         letters of credit, or self-insurance, on behalf of or for any person
         who is or was a director, officer, employee, or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, trustee, officer, employee, member, manager, or agent of
         another corporation, domestic or foreign, nonprofit or for profit, a
         limited liability company, or a partnership, joint venture, trust, or
         other enterprise, against any liability asserted against him and
         incurred by him in any such capacity, or arising out of his status as
         such, whether or not the corporation would have the power to indemnify
         him against such liability under this section. Insurance may be
         purchased from or maintained with a person in which the corporation has
         a financial interest.

                  (8) The authority of a corporation to indemnify persons
         pursuant to division (E)(1) or (2) of this section does not limit the
         payment of expenses as they are incurred, indemnification, insurance,
         or other protection that may be provided pursuant to divisions
         (E)(5),(6), and (7) of this section. Divisions (E)(1) and (2) of this
         section do not create any obligation to repay or return payments made
         by the corporation pursuant to division (E)(5),(6) or (7).

                  (9) As used in division (E) of this section, "corporation"
         includes all constituent entities in a consolidation or merger and the
         new or surviving corporation, so that any person who is or was a
         director, officer, employee, trustee, member, manager, or agent of such
         a constituent entity, or is or was serving at the request of such
         constituent entity as a director, trustee, officer, employee, member,
         manager, or agent of another corporation, domestic or foreign,
         nonprofit or for profit, a limited liability company, a partnership,
         joint venture, trust, or other enterprise, shall stand in the same
         position under this section with respect to the new or surviving
         corporation as he


                                       7
<PAGE>

         would if he had served the new or surviving corporation in the same
         capacity.

         Article EIGHTH of the Articles of Incorporation, as amended, of the
Registrant governs indemnification by the Registrant and provides as follows:

                  EIGHTH: I. MANDATORY INDEMNIFICATION. The Corporation shall
         indemnify any officer or director of the Corporation who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (including, without limitation, any
         action threatened or instituted by or in the right of the Corporation),
         by reason of the fact that he is or was a director, officer, employee
         or agent of the Corporation, or is or was serving at the request of the
         Corporation as a director, trustee, officer, employee or agent of
         another corporation (domestic or foreign, nonprofit or for profit),
         partnership, joint venture, trust or other enterprise, against expenses
         (including, without limitation, attorneys' fees, filing fees, court
         reporters' fees and transcript costs), judgments, fines and amounts
         paid in settlement actually and reasonably incurred by him in
         connection with such action, suit or proceeding if he acted in good
         faith and in a manner he reasonably believed to be in or not opposed to
         the best interests of the Corporation, and with respect to any criminal
         action or proceeding, he had no reasonable cause to believe his conduct
         was unlawful. A person claiming indemnification under this Paragraph I
         shall be presumed, in respect of any act or omission giving rise to
         such claim for indemnification, to have acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the Corporation, and with respect to any criminal matter,
         to have had no reasonable cause to believe his conduct was unlawful,
         and the termination of any action, suit or proceeding by judgment,
         order, settlement or conviction, or upon a plea of nolo contendere or
         its equivalent, shall not, of itself, rebut such presumption.

                  II. COURT-APPROVED INDEMNIFICATION. Anything contained in
         these Articles, the Regulations of the Corporation or elsewhere to the
         contrary notwithstanding:

                      (A) the Corporation shall not indemnify any officer or
                  director of the Corporation who was a party to any completed
                  action or


                                       8
<PAGE>

                  suit instituted by or in the right of the Corporation to
                  procure a judgment in its favor by reason of the fact that he
                  is or was a director, officer, employee or agent of the
                  Corporation, or is or was serving at the request of the
                  Corporation as a director, trustee, officer, employee or agent
                  of another corporation (domestic or foreign, nonprofit or for
                  profit), partnership, joint venture, trust or other
                  enterprise, in respect of any claim, issue or matter asserted
                  in such action or suit as to which he shall have been adjudged
                  to be liable for acting with reckless disregard for the best
                  interests of the Corporation or misconduct (other than
                  negligence) in the performance of his duty to the Corporation
                  or such other entity unless and only to the extent that the
                  Court of Common Pleas of Fairfield County, Ohio or the court
                  in which such action or suit was brought shall determine upon
                  application that, despite such adjudication of liability, and
                  in view of all the circumstances of the case, he is fairly and
                  reasonably entitled to such indemnity as such Court of Common
                  Pleas or such other court shall deem proper; and

                       (B) the Corporation shall promptly make any such unpaid
                  indemnification as is determined by a court to be proper as
                  contemplated by this Paragraph II.

                  III. INDEMNIFICATION FOR EXPENSES. Anything contained in these
         Articles, the Regulations of the Corporation or elsewhere to the
         contrary notwithstanding, to the extent that an officer or director of
         the Corporation has been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to in Paragraph I of
         this Article EIGHTH, or in defense of any claim, issue or matter
         therein, he shall be promptly indemnified by the Corporation against
         expenses (including, without limitation, attorneys' fees, filing fees,
         court reporters' fees and transcript costs) actually and reasonably
         incurred by him in connection therewith.

                  IV. DETERMINATION PERIOD. Any indemnification required under
         Paragraph I of this Article EIGHTH and not precluded under Paragraph II
         of this Article EIGHTH


                                       9
<PAGE>

         shall be made by the Corporation only upon a determination that such
         indemnification of the officer or director is proper in the
         circumstances because he has met the applicable standard of conduct set
         forth in Paragraph I of this Article EIGHTH. Such determination may be
         made only (A) by a majority vote of a quorum consisting of directors of
         the Corporation who were not and are not parties to, or threatened
         with, any such action, suit or proceeding, or (B) if such a quorum is
         not obtainable or if a majority of the quorum of disinterested
         directors so directs, in a written opinion by independent legal counsel
         other than an attorney, or a firm having associated with it an
         attorney, who has been retained by or who has performed services for
         the Corporation, or any person to be indemnified, within the past five
         years, or (C) by the shareholders, or (D) by the Court of Common Pleas
         of Fairfield County, Ohio or (if the Corporation is a party thereto)
         the court in which such action, suit or proceeding was brought, if any;
         any such determination may be made by a court under division (D) of
         this Paragraph IV at any time [including, without limitation, any time
         before, during or after the time when any such determination may be
         requested of, be under consideration by or have been denied or
         disregarded by the disinterested directors under division (A) or by
         independent legal counsel under division (B) or by the shareholders
         under division (C) of this Paragraph IV]; and no failure for any reason
         to make any such determination, and no decision for any reason to deny
         any such determination, by the disinterested directors under division
         (A) or by independent legal counsel under division (B) or by the
         shareholders under division (C) of this Paragraph IV shall be evidence
         in rebuttal of the presumption recited in Paragraph I of this Article
         EIGHTH. Any determination made by the disinterested directors under
         division (A) or by independent legal counsel under division (B) of this
         Paragraph IV to make indemnification in respect of any claim, issue or
         matter asserted in an action or suit threatened or brought by or in the
         right of the Corporation shall be promptly communicated to the person
         who threatened or brought such action or suit, and within ten (10) days
         after receipt of such notification such person shall have the right to
         petition the Court of Common Pleas of Fairfield County, Ohio or the
         court in which such action or suit was brought, if any, to review the
         reasonableness of such determination.


                                       10
<PAGE>

                  V. ADVANCES FOR EXPENSES. Expenses (including, without
         limitation, attorneys' fees, filing fees, court reporters' fees and
         transcript costs) incurred in defending any action, suit or proceeding
         referred to in Paragraph I of this Article EIGHTH shall be paid by the
         Corporation in advance of the final disposition of such action, suit or
         proceeding to or on behalf of the officer or director promptly as such
         expenses are incurred by him, but only if such officer or director
         shall first agree, in writing, to repay all amounts so paid in respect
         of any claim, issue or other matter asserted in such action, suit or
         proceeding in defense of which he shall not have been successful on the
         merits or otherwise:

                     (A) if it shall ultimately be determined as provided in
                  Paragraph IV of this Article EIGHTH that he is not entitled to
                  be indemnified by the Corporation as provided under Paragraph
                  I of this Article EIGHTH; or

                     (B) if, in respect of any claim, issue or other matter
                  asserted by or in the right of the Corporation in such action
                  or suit, he shall have been adjudged to be liable for acting
                  with reckless disregard for the best interests of the
                  Corporation or misconduct (other than negligence) in the
                  performance of his duty to the Corporation, unless and only to
                  the extent that the Court of Common Pleas of Fairfield County,
                  Ohio or the court in which such action or suit was brought
                  shall determine upon application that, despite such
                  adjudication of liability, and in view of all the
                  circumstances, he is fairly and reasonably entitled to all or
                  part of such indemnification.

                  VI. ARTICLE EIGHTH NOT EXCLUSIVE. The indemnification provided
         by this Article EIGHTH shall not be exclusive of, and shall be in
         addition to, any other rights to which any person seeking
         indemnification may be entitled under the Articles or the Regulations
         or any agreement, vote of shareholders or disinterested directors, or
         otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office, and shall continue as to
         a person who has ceased to be an officer or director of the Corporation
         and shall inure to the benefit of the heirs, executors, and
         administrators of such a person.


                                       11
<PAGE>

                  VII. INSURANCE. The Corporation may purchase and maintain
         insurance or furnish similar protection, including, but not limited to,
         trust funds, letters of credit, or self-insurance, on behalf of any
         person who is or was a director, officer, employee or agent of the
         Corporation, or is or was serving at the request of the Corporation as
         a director, trustee, officer, employee, or agent of another corporation
         (domestic or foreign, nonprofit or for profit), partnership, joint
         venture, trust or other enterprise, against any liability asserted
         against him and incurred by him in any such capacity, or arising out of
         his status as such, whether or not the Corporation would have the
         obligation or the power to indemnify him against such liability under
         the provisions of this Article EIGHTH. Insurance may be purchased from
         or maintained with a person in which the Corporation has a financial
         interest.

                  VIII. INDEMNITY AGREEMENTS. The Corporation may from time to
         time enter into indemnity agreements with the persons who are members
         of its Board of Directors and with such officers or other persons as
         the Board may designate, such indemnity agreements to provide in
         substance that the Corporation will indemnify such person to the
         fullest extent of the provisions of this Article EIGHTH and/or to the
         fullest extent permitted under Ohio law.

                  IX. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE
         CORPORATION. The Corporation may, under procedures authorized from time
         to time by the Board of Directors, grant rights to indemnification and
         to be paid by the Corporation the expenses incurred in defending any
         proceeding in advance of its final disposition, to any employee or
         agent of the Corporation to the fullest extent of the provisions of
         this Article EIGHTH.

                  X. CERTAIN DEFINITIONS. For purposes of this Article EIGHTH,
         and as examples and not by way of limitation:

                     (A) A person claiming indemnification under this Article
                  EIGHTH shall be deemed to have been successful on the merits
                  or otherwise in defense of any action, suit or proceeding
                  referred to in Paragraph I of this Article EIGHTH, or in
                  defense of any claim, issue or other matter therein, if such
                  action, suit or proceeding shall be terminated as to such
                  person, with or without


                                       12
<PAGE>

                  prejudice, without the entry of a judgment or order against
                  him, without a conviction of him, without the imposition of a
                  fine upon him and without his payment or agreement to pay any
                  amount in settlement thereof (whether or not any such
                  termination is based upon a judicial or other determination of
                  the lack of merit of the claims made against him or otherwise
                  results in a vindication of him); and

                     (B) References to an "other enterprise" shall include
                  employee benefit plans; references to a "fine" shall include
                  any excise taxes assessed on a person with respect to an
                  employee benefit plan; and references to "serving at the
                  request of the Corporation" shall include any service as a
                  director, officer, employee or agent of the Corporation which
                  imposes duties on, or involves services by, such director,
                  officer, employee or agent with respect to an employee benefit
                  plan, its participants or beneficiaries; and a person who
                  acted in good faith and in a manner he reasonably believed to
                  be in the best interests of the participants and beneficiaries
                  of an employee benefit plan shall be deemed to have acted in a
                  manner "not opposed to the best interests of the Corporation"
                  within the meaning of that phrase as used in this Article
                  EIGHTH.

                  XI. VENUE. Any action, suit or proceeding to determine a claim
         for indemnification under this Article EIGHTH may be maintained by the
         person claiming such indemnification, or by the Corporation, in the
         Court of Common Pleas of Fairfield County, Ohio. The Corporation and
         (by claiming such indemnification) each such person consent to the
         exercise of jurisdiction over its or his person by the Court of Common
         Pleas of Fairfield County, Ohio in any such action, suit or proceeding.

         Section 10.05 of the R. G. Barry Corporation 2002 Stock Incentive Plan
addresses indemnification of individuals who serve as members of the
Compensation Committee of the Board of Directors of the Registrant or of the
Board of Directors of the Registrant in respect of matters related or arising
from the operation of the Plan. That Section provides as follows:


                                       13
<PAGE>

                  10.05 INDEMNIFICATION. Each individual who is or was a member
         of the Committee or of the Board will be indemnified and held harmless
         by the Company against and from any loss, cost, liability or expense
         that may be imposed upon or reasonably incurred by him or her in
         connection with or resulting from any claim, action, suit or proceeding
         to which he or she may be made a party or in which he or she may be
         involved by reason of any action taken or failure to take action under
         the Plan as a Committee member and against and from any and all amounts
         paid, with the Company's approval, by him or her in settlement of any
         matter related to or arising from the Plan as a Committee member; or
         paid by him or her in satisfaction of any judgment in any action, suit
         or proceeding relating to or arising from the Plan against him or her
         as a Committee member, but only if he or she gives the Company an
         opportunity, at its own expense, to handle and defend the matter before
         he or she undertakes to handle and defend it in his or her own behalf.
         The right of indemnification described in this section is not exclusive
         and is independent of any other rights of indemnification to which the
         individual may be entitled under the Company's organizational
         documents, by contract, as a matter of law, or otherwise.

         The Registrant has entered into indemnification agreements with its
directors and officers which, among other matters, provide as follows:

                  The Company is required to maintain directors' and officers'
         liability insurance at not less than the current level unless the Board
         of Directors concludes that the premium cost is substantially
         disproportionate to the amount of coverage provided. The Company is
         required to indemnify a director or officer against certain liabilities
         if the director or officer has acted in good faith and in a manner the
         director or officer reasonably believed to be in or not opposed to the
         best interests of the Company. The Company is required to advance
         defense costs and expenses to the director or officer so long as the
         director or officer agrees to repay any such costs and expenses to the
         Company if it is ultimately determined that the director or officer is
         not entitled to indemnification. Indemnification is not provided for
         liability arising under the short-swing profits recapture provisions
         of Section 16(b) of the Securities Exchange Act of 1934 or for
         liability resulting from conduct that is determined to involve
         reckless disregard for the best interests of


                                       14
<PAGE>
         the Company or misconduct (other than negligence). The indemnification
         obligations of the Company continue for so long as the indemnified
         party may be subject to any possible action or proceeding. In the
         event of a "potential change in control" (as defined in the
         indemnification agreements), the Company is required, upon written
         request of the director or officer, to create a trust to indemnify the
         director or officer and to fund such trust in an amount sufficient to
         cover expenses reasonably anticipated. Upon a "change in control" (as
         defined in the indemnification agreements), the trust would become
         irrevocable. All unexpended funds in the trust would revert to the
         Company upon a final determination by a court or independent legal
         counsel that a director or officer has been fully indemnified under
         the terms of the indemnification agreement.

         In addition, the Registrant has purchased insurance coverage under a
policy which insures directors and officers against certain liabilities which
might be incurred by them in such capacities.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.


ITEM 8.  EXHIBITS.

         See the Index to Exhibits attached hereto at page 20.


ITEM 9.  UNDERTAKINGS.

A.       The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental


                                       15
<PAGE>

                           change in the information set forth in the
                           registration statement; and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                  provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
                  apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or Section 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in this registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

B.       The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 that is incorporated by
         reference in the registration statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

C.       Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the provisions described in Item
         6 of this Part II, or otherwise, the Registrant has been advised that
         in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Act and
         is,


                                       16
<PAGE>

         therefore, unenforceable. In the event that a claim for indemnification
         against such liabilities (other than the payment by the Registrant of
         expenses incurred or paid by a director, officer or controlling person
         of the Registrant in the successful defense of any action, suit or
         proceeding) is asserted by such director, officer or controlling person
         in connection with the securities being registered, the Registrant
         will, unless in the opinion of its counsel the matter has been settled
         by controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.



                  [Remainder of page intentionally left blank.
                         Signatures on following page.]




                                       17
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pickerington, State of Ohio, on the 14th day of June,
2002.

                                      R. G. BARRY CORPORATION



                                      By: /s/ Daniel D. Viren
                                         --------------------------------------
                                            Daniel D. Viren,
                                            Senior Vice President-Finance,
                                            Secretary and Treasurer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 14th day of June, 2002.


Signature                                     Title
---------                                     -----


*Gordon Zacks                                 Chairman of the Board, Chief
-----------------------------------           Executive Officer and Director
Gordon Zacks


*William Lenich                               President, Chief Operating
-----------------------------------           Officer and Director
William Lenich


*Christian Galvis                             Executive Vice President-
-----------------------------------           Operations, President-
Christian Galvis                              Operations of Barry Comfort
                                              Group and Director


 /s/ Daniel D. Viren                          Senior Vice President-Finance,
-----------------------------------           Secretary and Treasurer (Chief
Daniel D. Viren                               Financial and Principal
                                              Accounting Officer) and Director


*Philip G. Barach                             Director
-----------------------------------
Philip G. Barach



                                       18
<PAGE>

Signature                                     Title
---------                                     -----


*Harvey M. Krueger                            Director
-----------------------------------
Harvey M. Krueger


*Roger E. Lautzenhiser                        Director
-----------------------------------
Roger E. Lautzenhiser


*Janice E. Page                               Director
-----------------------------------
Janice E. Page


*Edward M. Stan                               Director
-----------------------------------
Edward M. Stan


*Harvey A. Weinberg                           Director
-----------------------------------
Harvey A. Weinberg





*By Daniel D. Viren pursuant to Powers of Attorney executed by the directors and
executive officers listed above, which Powers of Attorney have been filed with
the Securities and Exchange Commission.


 /s/ Daniel D. Viren
-----------------------------------
Daniel D. Viren








                                       19
<PAGE>


                                INDEX TO EXHIBITS
                                -----------------

<TABLE>
<CAPTION>
    Exhibit No.                    Description                           Location
    -----------                    -----------                           --------

<S>                   <C>                                                    <C>
        4             Rights Agreement, dated as of February 19, 1998,       Incorporated herein by reference to the
                      between R. G. Barry Corporation ("Registrant")         Current Report on Form 8-K of Registrant,
                      and The Bank of New York, as Rights Agent              dated March 13, 1998 and filed March 16,
                                                                             1998 (File No. 1-8769) [Exhibit 4]
        5             Opinion of Vorys, Sater, Seymour and Pease LLP,        *
                      counsel to Registrant
       10             R. G. Barry Corporation 2002 Stock Incentive Plan      *
    23(a)             Consent of Independent Certified Public                *
                      Accountants
    23(b)             Consent of Vorys, Sater, Seymour and Pease LLP,        Filed as part of Exhibit 5 hereto
                      counsel to Registrant
       24             Powers of Attorney                                     *
</TABLE>

---------------------------

*  Filed herewith.





                                       20









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>l94849aexv5.txt
<DESCRIPTION>EX-5
<TEXT>
<PAGE>
               [VORYS, SATER, SEYMOUR AND PEASE LLP LETTERHEAD]

                                                                       EXHIBIT 5


                                  June 14, 2002


Board of Directors
R. G. Barry Corporation
13405 Yarmouth Road N.W.
Pickerington, OH  43147

Gentlemen:

                  We are familiar with the proceedings taken and proposed to be
taken by R. G. Barry Corporation, an Ohio corporation (the "Company"), in
connection with the adoption and approval of the R. G. Barry Corporation 2002
Stock Incentive Plan (the "Plan"); the granting of options to purchase common
shares, $1.00 par value (the "Common Shares"), of the Company under the terms of
the Plan; the granting of stock appreciation rights ("SARs") under the terms of
the Plan; and the issuance and sale of Common Shares of the Company upon
exercise of options granted and options and SARs to be granted under the Plan,
all as described in the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission on the date
hereof. The purpose of the Registration Statement is to register, pursuant to
the provisions of the Securities Act of 1933, as amended (the "Act"), and the
rules and regulations promulgated thereunder (the "Rules and Regulations"), the
450,000 Common Shares reserved for issuance under the Plan, together with
related Series I Junior Participating Class A Preferred Share Purchase Rights
(the "Rights"), each Right evidencing the right to purchase, under certain
conditions, one one-hundredth of a share of Series I Junior Participating Class
A Preferred Shares, $1.00 par value per share.

                  In connection with this opinion, we have examined an original
or copy of, and have relied upon the accuracy of, without independent
verification or investigation: (a) the Registration Statement; (b) the Plan; (c)
the Company's Articles of Incorporation, as currently in effect; (d) the
Company's Regulations, as currently in effect; (e) the Rights Agreement, dated
as of February 19, 1998 (the "Rights Agreement"), between the Company and The
Bank of New York, as Rights Agent; and (f) certain corporate records of the
Company including resolutions adopted by the directors and the shareholders of
the Company. We have also relied upon such representations of the Company and
officers of the Company and such authorities of law as we have deemed relevant
as a basis for this opinion.

                  In our examination of the aforesaid documents, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the aforesaid
documents, the authenticity of all documents submitted to us as originals, the
conformity with originals of all documents submitted to us as copies (and the
authenticity of the originals of such copies), and the accuracy and completeness
of all public

<PAGE>
Board of Directors
R. G. Barry Corporation
June 14, 2002
Page 2

records reviewed by us. In making our examination of documents executed by any
party other than the Company, we have assumed that such party had the power,
corporate or other, to enter into and perform all obligations thereunder, and we
have assumed the due authorization by all requisite action, corporate or other,
and the valid execution and delivery by such party of such documents and the
validity, binding effect and enforceability thereof with respect to such party.

                  We have relied solely upon the examinations and inquiries
recited herein, and we have not undertaken any independent investigation to
determine the existence or absence of any facts, and no inference as to our
knowledge concerning such facts should be drawn.

                  Based upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that after the 450,000 Common Shares of the Company to be registered
under the Registration Statement have been issued and delivered by the Company
upon the exercise of options granted under the Plan against payment of the
purchase price therefor and upon exercise of SARs granted under the Plan, in
each case in accordance with the terms of the Plan and any award agreements
entered into by participants in the Plan with the Company as contemplated by the
Plan, said Common Shares will be validly issued, fully paid and non-assessable,
assuming compliance with applicable federal and state securities laws.

                  We are members of the Bar of the State of Ohio and do not
purport to be experts in the laws of any jurisdiction other than the laws of the
State of Ohio, including the applicable provisions of the Ohio Constitution and
the reported judicial decisions interpreting those laws, and the United States
of America.

                  This opinion is furnished by us solely for the benefit of the
Company in connection with the offering of the Common Shares (and the related
Rights) pursuant to the Plan and the filing of the Registration Statement and
any amendments thereto. This opinion may not be relied upon by any other person
or assigned, quoted or otherwise used without our specific written consent.
Notwithstanding the foregoing, we consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to us therein. By
giving such consent, we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Act or the Rules and
Regulations.

                                       Very truly yours,

                                       /s/ Vorys, Sater, Seymour and Pease LLP

                                       VORYS, SATER, SEYMOUR AND PEASE LLP

ETF/i






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>l94849aexv10.txt
<DESCRIPTION>EX-10
<TEXT>
<PAGE>

                             R.G. BARRY CORPORATION

                            2002 STOCK INCENTIVE PLAN

                                  1.00 PURPOSE

This Plan is intended to foster and promote the Company's long-term financial
success and to increase shareholder value by [1] providing Participants an
opportunity to acquire an ownership interest or to increase an ownership
interest in the Company and [2] enabling the Company and its Subsidiaries to
attract and retain the services of outstanding individuals upon whose judgment,
interest and dedication the successful conduct of the Company's business is
largely dependent.

                                2.00 DEFINITIONS

When used in this Plan, the following terms will have the meanings given to them
in this section unless another meaning is expressly provided elsewhere in this
Plan. When applying these definitions, the form of any term or word will include
any of its other forms.

ACT. The Securities Exchange Act of 1934, as amended.

ANNUAL MEETING. The annual meeting of the Company's shareholders.

AWARD. Any Incentive Stock Option, Nonqualified Stock Option and Stock
Appreciation Right. The aggregate number of shares of Stock with respect to
which Options and SARs may be issued to any Participant for any Plan Year may
not be greater than 100,000 shares of Stock (adjusted as provided in Section
4.03), including Options and SARs that are cancelled or deemed to have been
cancelled under Treas. Reg. Section 162-27(e)(2)(vi)(B) during the Plan Year
issued.

AWARD AGREEMENT. The written agreement between the Company and each Participant
that describes the terms and conditions of each Award.

BENEFICIARY. The individual a Participant designates to receive (or to exercise)
any Plan benefits (or rights) that are unpaid (or unexercised) when the
Participant dies. A Beneficiary may be designated only by following the
procedures described in Section 10.02; neither the Company nor the Committee is
required or permitted to infer a Beneficiary from any other source.

BOARD. The Company's board of directors.

CAUSE. For purposes of this Plan, with respect to any Participant who is an
Employee:

      [1] Any act of fraud, intentional misrepresentation, embezzlement,
      misappropriation or conversion of any Company or Subsidiary asset or
      business opportunity;

      [2] Conviction of, or entering into a plea of nolo contendere to, a
      felony;


<PAGE>

      [3] Intentional, repeated or continuing violation of any of the Company's
      policies or procedures that occurs or continues after notice to the
      Participant that he or she has violated a Company policy or procedure; or

      [4] Any breach of a written covenant or agreement with the Company or any
      Subsidiary, including the terms of this Plan.

CODE. The Internal Revenue Code of 1986, as in effect on the Effective Date or
as amended or superceded after the Effective Date, and any regulations and
applicable rulings issued under the Code.

COMMITTEE.

      [1] In the case of Awards to Directors, the Board; or

      [2] In the case of all other Awards, the Board's compensation committee
      which also constitutes a "compensation committee" within the meaning of
      Treas. Reg. Section 1.162-27(c)(4). The Committee will be comprised of at
      least three individuals [a] each of whom must be [i] an outside director,
      as defined in Treas. Reg. Section 1.162-27(e)(3)(i) and [ii] a
      "non-employee director" within the meaning of Rule 16b-3 under the Act and
      [b] none of whom may receive remuneration in any capacity other than as a
      director, except as permitted under Treas. Reg. Secton 1.162-27(e)(3)(ii).

COMPANY. R.G. Barry Corporation, a corporation organized under the laws of Ohio,
and any successor to it.

DIRECTOR. Each member of the Board or of the board of directors of any
Subsidiary who is not an Employee.

DISABILITY. A disability as defined in Code Section 22(e)(3).

EFFECTIVE DATE. The date this Plan is approved by the Board or, if later, the
first day of the 12-month period ending on the date the Plan is approved by the
shareholders.

EMPLOYEE. Any individual who is a common law employee of the Company or of any
Subsidiary. A worker who is classified as other than a common law employee but
who is subsequently reclassified as a common law employee of the Company for any
reason and on any basis will be treated as a common law employee only from the
date of that determination and will not retroactively be reclassified as an
Employee for any purpose of this Plan.

EXERCISE PRICE. The price at which a Participant may exercise an Award.

FAIR MARKET VALUE. The value of one share of Stock on the relevant date,
determined as follows:

      [1] If the shares are traded on a national securities exchange or system,
      the reported "closing price" on the relevant date, assuming it is a
      trading date; otherwise on the next trading day.


                                      -2-
<PAGE>

      [2] If the shares are traded over-the-counter with no reported closing
      price, the mean between the lowest bid and the highest asked prices on
      that quotation system on the relevant date assuming it is a trading day;
      otherwise on the next trading day; and

      [3] If neither [1] nor [2] applies, the fair market value as determined by
      the Committee in good faith.

FREESTANDING SAR. An SAR that is not associated with an Option and is granted
under Section 6.00.

GRANT DATE. The date an Award is granted.

INCENTIVE STOCK OPTION. Any Option granted under Section 5.00 that meets the
conditions imposed under Code Section 422(b).

NONQUALIFIED STOCK OPTION. Any Option granted under Section 5.00 that is not an
Incentive Stock Option.

OPTION. The right granted under Section 5.00 to purchase a share of Stock at a
stated price for a specified period of time. An Option may be either [1] an
Incentive Stock Option or [2] a Nonqualified Stock Option.

PARTICIPANT. Any Employee or Director to whom the Committee grants an Award.

PLAN. R.G. Barry Corporation 2002 Stock Incentive Plan.

PLAN YEAR. The Company's fiscal year.

RETIREMENT. An Employee's Termination of Service that is coincident with or
begins after the date the Employee both reaches age 65 and completes at least
five consecutive years of vesting service as defined in the Company's
tax-qualified defined benefit retirement plan.

STOCK. Common shares of the Company.

STOCK APPRECIATION RIGHT (OR "SAR"). An Award granted under Section 6.00 that is
either a Tandem SAR or a Freestanding SAR.

SUBSIDIARY. Any corporation, partnership or other form of unincorporated entity
of which the Company owns, directly or indirectly, 50 percent or more of the
total combined voting power of all classes of stock, if the entity is a
corporation, or of the capital or profits interest, if the entity is a
partnership or another form of unincorporated entity.

TANDEM SAR. An SAR that is associated with an Option and which expires when that
Option expires or is exercised, as described in Section 6.00.

TERMINATION OF SERVICE. As appropriate, [1] termination of the employee-employer
relationship between a Participant and the Company and all Subsidiaries for any
reason or [2] cessation of a Director's service on the Board (and the boards of
directors of all subsidiaries) for any reason.


                                      -3-
<PAGE>

                               3.00 ADMINISTRATION

3.01 COMMITTEE DUTIES. The Committee is granted all powers appropriate and
necessary to administer the Plan. Consistent with the Plan's purpose, the
Committee may adopt, amend and rescind rules and regulations relating to the
Plan, to the extent appropriate to protect the Company's interests, and has
complete discretion to make all other decisions necessary or advisable for the
administration and interpretation of the Plan. Any action by the Committee will
be final, binding and conclusive for all purposes and upon all Participants.

3.02 DELEGATION OF DUTIES. In its sole discretion, the Committee may delegate to
any individual or entity (including Employees) that it deems appropriate any of
its duties other than those described in Section 3.03[1].

3.03 PARTICIPATION.

     [1] Consistent with the terms of the Plan, the Committee will:

         [a] Decide which Employees and Directors may become Participants;

         [b] Decide which Participants will be granted Awards;

         [c] Identify the type of Awards to be granted to each Participant;

         [d] Identify the terms and conditions imposed on any Awards granted;

         [e] Identify the procedures through which an Award may be exercised;

         [f] Identify the circumstances under which the Company may cancel an
         Award or reacquire any Award or shares of Stock acquired through the
         Plan; and

         [g] Impose any other terms and conditions the Committee believes are
         appropriate and necessary to implement the purpose of this Plan.

     [2] The Committee may establish different terms and conditions:

         [a] For each type of Award;

         [b] For Participants receiving the same type of Award; and

         [c] For the same Participant for each Award the Participant receives,
         whether or not those Awards are granted at different times.

     [3] The Committee will prepare and deliver an Award Agreement to each
     Participant with respect to each Award. The Award Agreement will
     describe:

         [a] The type of Award and when and how it may be exercised;

         [b] The effect of exercising the Award;



                                      -4-
<PAGE>

         [c] Any Exercise Price associated with the Award;

         [d] Any conditions that must be met before the Award may be exercised;

         [e] When and how the Award may be exercised; and

         [f] Any other applicable terms and conditions applicable to the Award.

3.04 CONDITIONS OF PARTICIPATION. Each Participant receiving an Award agrees:

     [1] To sign an Award Agreement; and

     [2] To be bound by the terms of the Award Agreement and the Plan.

3.05 LIMITS ON EXERCISABILITY. Regardless of any other provision of this Section
3.00 or the Plan, all unexercised Awards granted to a Participant will be
forfeited if that Participant, before his or her Termination of Service or after
Termination of Service but while any Award remains exercisable:

     [1] Without the Committee's written consent, which may be withheld for any
     reason or for no reason, serves (or agrees to serve) as an officer,
     director or employee of any proprietorship, partnership or corporation or
     becomes the owner of a business or a member of a partnership that competes
     with any portion of the Company's (or a Subsidiary's) business or renders
     any service (including business consulting) to entities that compete with
     any portion of the Company's (or a Subsidiary's) business;

     [2] Refuses or fails to consult with, supply information to, or otherwise
     cooperate with, the Company or any Subsidiary after having been requested
     to do so; or

     [3] Deliberately engages in any action that the Committee concludes has
     caused substantial harm to the interests of the Company or any Subsidiary.

                           4.00 STOCK SUBJECT TO PLAN

4.01 NUMBER OF SHARES.

     [1] Subject to Section 4.03, the number of shares of Stock subject to
     Awards under the Plan is 450,000.

     [2] The shares of Stock to be delivered under the Plan may consist, in
     whole or in part, of treasury Stock or authorized but unissued Stock not
     reserved for any other purpose.

4.02 CANCELLED, TERMINATED OR FORFEITED AWARDS. Any Award that, for any reason,
is cancelled, terminated or otherwise settled without the issuance of any Stock
or cash may again be granted under the Plan.

4.03 ADJUSTMENT IN CAPITALIZATION. If, after the Effective Date, there is a
Stock dividend or Stock split, recapitalization (including payment of an
extraordinary dividend), merger,


                                      -5-
<PAGE>

consolidation, combination, spin-off, distribution of assets to shareholders,
exchange of shares, or other similar corporate change affecting Stock, the
Committee will appropriately adjust the number of Awards that may be issued to a
Participant in any Plan Year, the aggregate number of shares of Stock available
for Awards under Section 4.01 or subject to outstanding Awards (as well as any
share-based limits imposed under this Plan) the respective prices and/or
limitations applicable to outstanding Awards and any other affected factor,
limit or term applying to Awards.

                                  5.00 OPTIONS

5.01 GRANT OF OPTIONS. The Committee may grant Options to Participants at any
time during the term of this Plan. Options issued to Employees may be either [1]
Incentive Stock Options or [2] Nonqualified Stock Options.

5.02 OPTION PRICE. Each Option will bear an Exercise Price that is not less than
the Fair Market Value of a share of Stock on the Grant Date. However, each
Incentive Stock Option granted to a Participant who owns [as defined in Code
Section 424(d)] Stock possessing more than 10 percent of the total combined
voting power of all classes of Stock will bear an Exercise Price that is at
least 110 percent of the Fair Market Value of a share of Stock on the Grant
Date.

5.03 EXERCISE OF OPTIONS. Options awarded to a Participant under Section 5.01
may be exercised at the times and subject to the restrictions and conditions
(including a vesting schedule) that the Committee specifies in the Award
Agreement. However:

     [1] An Option may not be exercised for a fraction of a share, although this
     limitation will not be applied to prevent a Participant from acquiring the
     full number of shares of Stock for which Options are then exercisable;

     [2] The Committee may prohibit a Participant from exercising Options for
     fewer than the minimum number of shares specified by the Committee in the
     Award Agreement but only if this prohibition does not prevent a Participant
     from acquiring the full number of shares of Stock for which Options are
     then exercisable; and

     [3] Subject to Section 5.04[4], unless the Committee specifies otherwise in
     the Award Agreement, no Option may be exercised more than 10 years after it
     is granted.

5.04 INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to the
contrary:

     [1] No provision of this Plan relating to Incentive Stock Options will be
     interpreted, amended or altered, nor will any discretion or authority
     granted under the Plan be exercised, in a manner that is inconsistent with
     Code Section 422 or, without the consent of any affected Participant, to
     cause any Incentive Stock Option to fail to qualify for the federal income
     tax treatment afforded under Code Section 421;

     [2] The aggregate Fair Market Value of the Stock (determined as of the
     Grant Date) with respect to which Incentive Stock Options are exercisable
     for the first time by any Participant during any calendar year (under all
     option plans of the Company and all Subsidiaries) will not exceed $100,000
     [or the amount specified in Code Section 422(d)];


                                      -6-
<PAGE>

     [3] No Incentive Stock Option may be granted to any individual who is not
     an Employee; and

     [4] No Incentive Stock Option may be exercised more than 10 years after it
     is granted (five years if the Participant owns [as defined in Code
     Section 424(d)] Stock possessing more than 10 percent of the total combined
     voting power of all classes of Stock).

5.05 PAYMENT FOR OPTIONS. The Committee will develop procedures through which a
Participant may pay an Option's Exercise Price, including tendering shares of
Stock the Participant already has owned for at least six months, either by
actual delivery of the previously owned shares of Stock or by attestation,
valued at its Fair Market Value on the exercise date, as partial or full payment
of the Exercise Price.

5.06 RESTRICTIONS ON TRANSFERABILITY. The Committee may impose restrictions on
any shares of Stock acquired through an Option, including restrictions related
to applicable federal securities laws, the requirements of any national
securities exchange or system on which shares of Stock are then listed or
traded, or any applicable blue sky or state securities laws.

                         6.00 STOCK APPRECIATION RIGHTS

6.01 STOCK APPRECIATION RIGHTS. The Committee may grant Freestanding SARs and
Tandem SARs (or a combination of each) to Participants (other than Directors) at
any time during the term of this Plan.

     [1] The Exercise Price specified in the Award Agreement will:

         [a] In the case of a Freestanding SAR, never be less than 100 percent
         of the Fair Market Value of a share of Stock on the Grant Date; and

         [b] In the case of a Tandem SAR, never be less than the Exercise Price
         of the related Option.

     [2] Tandem SARs may be exercised with respect to all or part of the shares
     of Stock subject to the related Option by surrendering the right to
     exercise the equivalent portion of the related Option. However:

         [a] A Tandem SAR may be exercised only with respect to the shares of
         Stock for which its related Option is then exercisable;

         [b] A Tandem SAR will expire no later than the date the related Option
         expires;

         [c] The value of the payout with respect to a Tandem SAR related to an
         Incentive Stock Option will not be more than 100 percent of the
         difference between the Exercise Price of the related Option and the
         Fair Market Value of the shares of Stock subject to the related Option
         at the time the Tandem SAR is exercised; and


                                      -7-
<PAGE>

         [d] A Tandem SAR related to an Incentive Stock Option may be exercised
         only if the Fair Market Value of the shares of Stock subject to the
         related Option is greater than the Option's Exercise Price.

     [3] Freestanding SARs will be exercisable subject to the terms specified in
     the Award Agreement.

     [4] A Participant exercising an SAR will receive an amount equal to:

         [a] The difference between the Fair Market Value of a share of Stock on
         the exercise date and the Exercise Price; multiplied by

         [b] The number of shares of Stock with respect to which the SAR is
         exercised.

     At the discretion of the Committee, this amount may be paid in cash,
     shares of Stock or any combination of both.

                       7.00 TERMINATION OF SERVICE/BUY OUT

7.01 EXERCISE PERIOD. Except as provided in this section (or elsewhere in the
Plan) and unless otherwise specified in the Award Agreement (other than an Award
Agreement or portion of an Award Agreement relating to an Incentive Stock
Option), all Awards that are outstanding (whether or not exercisable) when a
Participant Terminates Service will expire or become exercisable under the terms
of this section:

     [1] Awards issued to Participants who are not Directors:

         [a] Will expire on the earlier of [i] the date the Award expires under
         the terms of the Award Agreement or [ii] three months after the date
         the Participant Terminates Service;

         [b] Will become fully exercisable if a Participant Terminates Service
         because of death or a Participant dies within three months after the
         Participant Terminates Service for any reason other than for Cause and
         will expire on the earlier of [i] the date the Award expires under the
         terms of the Award Agreement or [ii] 12 months after the Participant
         Terminates Service;

         [c] Will become fully exercisable if a Participant Terminates Service
         because of Disability and will expire on the earlier of [i] the date
         the Award expires under the terms of the Award Agreement or [ii] 12
         months after the Participant Terminates Service because of Disability;
         or

         [d] That [I][A] are not Incentive Stock Options and [B] were granted
         [i] before the Participant's 65th birthday or [ii] after the
         Participant's 65th birthday but at least 12 months before the
         Participant Terminates Service, [ii] will become fully exercisable on
         the date the Participant Terminates Service because of Retirement and
         [iii] will expire on the earlier of [A] the date the Award expires



                                      -8-
<PAGE>

         under the terms of the Award Agreement or [B] 12 months after the date
         the Participant Terminates Service because of Retirement.

     [2] Awards issued to Directors:

         [a] Will expire on the earlier of [i] the date the Award expires under
         the terms of the Award Agreement or [ii] three months after the date
         the Director Terminates Service;

         [b] Will become fully exercisable if the Director Terminates Service
         because of death and will expire on the earlier of [i] the date the
         Award expires under the terms of the Award Agreement or [ii] 12 months
         after the Director Terminates Service;

         [c] Will become fully exercisable if the Director Terminates Service
         because of Disability and will expire on the earlier of [I] the date
         the Award expires under the terms of the Award Agreement or [II] 12
         months after the Director Terminates Service because of Disability.

Unless otherwise specified in the Award Agreement, and regardless of any other
Plan provision, all Awards (whether or not then exercisable) granted to a
Participant whose Termination of Service is for Cause will be forfeited on the
date that Participant Terminates Service for Cause.

7.02 BUY OUT OF AWARDS. At any time, the Committee, in its sole discretion and
without the consent of the Participant, may cancel any or all outstanding Awards
held by that Participant by providing to that Participant written notice ("Buy
Out Notice") of its intention to exercise the rights reserved in this section.
If a Buy Out Notice is given, the Company also will pay to each affected
Participant the difference between [1] the Fair Market Value of each Award (or
portion of an Award) to be cancelled and [2] the Exercise Price associated with
each cancelled Award. However, unless otherwise specified in the Award
Agreement, no payment will be made with respect to any Awards that are not
exercisable when cancelled under this section. The Company will complete any buy
out made under this section as soon as administratively possible after the date
of the Buy Out Notice. At the Committee's option, payment of the buy out amount
may be made in cash, in whole shares of Stock or partly in cash and partly in
shares of Stock. The number of whole shares of Stock, if any, included in the
buy out amount will be determined by dividing the amount of the payment to be
made in shares of Stock by the Fair Market Value as of the date of the Buy Out
Notice.

                   8.00 MERGER, CONSOLIDATION OR SIMILAR EVENT

If [1] the Company undergoes a merger or consolidation of the Company or
reclassification of Stock or the exchange of Stock for the securities of another
entity (other than a Subsidiary) that has acquired the Company's assets or which
is in control [as defined in Code Section 368(c)] of an entity that has acquired
the Company's assets and [2] the terms of that plan or agreement are binding on
all holders of Stock (except to the extent that dissenting shareholders are
entitled to relief under applicable law), then [3] Awards will become fully
exercisable, all restrictions will lapse and each affected Participant will
receive, upon payment of the Exercise Price, if applicable, securities or


                                      -9-
<PAGE>

cash, or both, equal to those the Participant would have been entitled to
receive under the plan or agreement if the Participant had already exercised the
Award.


              9.00 AMENDMENT, MODIFICATION AND TERMINATION OF PLAN

The Board or the Committee may terminate, suspend or amend the Plan at any time
without shareholder approval except to the extent that shareholder approval is
required to satisfy applicable requirements imposed by [1] Rule 16b-3 under the
Act, or any successor rule or regulation, [2] applicable requirements of the
Code or [3] any securities exchange, market or other quotation system on or
through which the Company's securities are listed or traded. Also, no Plan
amendment may [4] result in the loss of a Committee member's status as a
"non-employee director" as defined in Rule 16b-3 under the Act, or any successor
rule or regulation, with respect to any employee benefit plan of the Company,
[5] cause the Plan to fail to meet requirements imposed by Rule 16b-3 or [6]
without the consent of the affected Participant, adversely affect any Award
issued before the amendment, modification or termination. However, nothing in
this section will restrict the Committee's right to exercise the discretion
retained in Section 7.02.

                               10.00 MISCELLANEOUS

10.01 ASSIGNABILITY. Except as provided in this section, an Award may not be
transferred except by will or applicable laws of descent and distribution and,
during the Participant's lifetime, may be exercised only by the Participant or
the Participant's guardian or legal representative. However, with the
Committee's written consent (which may be withheld for any reason or for no
reason), a Participant or a specified group of Participants may transfer Awards
(other than Incentive Stock Options) to a revocable inter vivos trust, of which
the Participant is the settlor, or may transfer Awards (other than Incentive
Stock Options) to any member of the Participant's immediate family, any trust,
whether revocable or irrevocable, established solely for the benefit of the
Participant's immediate family, or any partnership or limited liability company
whose only partners or members are members of the Participant's immediate family
("Permissible Transferees"). Any Award transferred to a Permissible Transferee
will continue to be subject to all of the terms and conditions that applied to
the Award before the transfer and to any other rules prescribed by the
Committee. A Permissible Transferee may subsequently transfer an Award but only
to another Permissible Transferee and only after complying with the terms of
this section as if the Permissible Transferee was a Participant.

10.02 BENEFICIARY DESIGNATION. Each Participant may name a Beneficiary or
Beneficiaries (who may be named contingently or successively) to receive or to
exercise any vested Award that is unpaid or unexercised at the Participant's
death. Each designation made will revoke all earlier designations made by the
same Participant, must be made on a form prescribed by the Committee and will be
effective only when filed in writing with the Committee. If a Participant has
not made an effective Beneficiary designation, the deceased Participant's
Beneficiary will be his or her surviving spouse or, if there is no surviving
spouse, the deceased Participant's estate.

10.03 NO GUARANTEE OF EMPLOYMENT OR PARTICIPATION. Nothing in the Plan may be
construed as:


                                      -10-
<PAGE>

      [1] Interfering with or limiting the right of the Company or any
      Subsidiary to terminate any Participant's employment at any time;

      [2] Conferring on any Participant any right to continue as an Employee or
      a Director;

      [3] Guaranteeing that any Employee will be selected to be a Participant;
      or

      [4] Guaranteeing that any Participant will receive any future Awards.

10.04 TAX WITHHOLDING. The Company will withhold from other amounts owed to a
Participant, or require the Participant to remit to the Company, an amount
sufficient to satisfy federal, state and local withholding tax requirements on
any Award, exercise or cancellation of an Award or purchase of shares of Stock.
If these amounts are not to be withheld from other payments due to the
Participant, the Company will defer payment of cash or issuance of shares of
Stock until the earlier of:

      [1] Thirty days after the settlement date; or

      [2] The date the Participant remits the required amount.

If the Participant has not remitted the required amount, the Company will
permanently withhold from the value of the Awards to be distributed the minimum
amount required to be withheld to comply with applicable federal, state and
local income, wage and employment taxes and distribute the balance to the
Participant.

In its discretion, the Committee may allow a Participant to elect, subject to
conditions the Committee establishes, to reimburse the Company for this
withholding obligation through one or more of the following methods:

      [3] By having shares of Stock otherwise issuable under the Plan withheld
      by the Company (but only to the extent of the minimum amount that must be
      withheld to comply with applicable state, federal and local income,
      employment and wage tax laws);

      [4] By delivering, including by attestation, to the Company previously
      acquired shares of Stock that the Participant has owned for at least six
      months;

      [5] By remitting cash to the Company; or

      [6] By remitting a personal check immediately payable to the Company.

10.05 INDEMNIFICATION. Each individual who is or was a member of the Committee
or of the Board will be indemnified and held harmless by the Company against and
from any loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit or proceeding to which he or she may be made a party or in which he or she
may be involved by reason of any action taken or failure to take action under
the Plan as a Committee member and against and from any and all amounts paid,
with the Company's approval, by him or her in settlement of any matter related
to or arising from the Plan as a Committee member; or paid by him or her in
satisfaction of any


                                      -11-
<PAGE>

judgment in any action, suit or proceeding relating to or arising from the Plan
against him or her as a Committee member, but only if he or she gives the
Company an opportunity, at its own expense, to handle and defend the matter
before he or she undertakes to handle and defend it in his or her own behalf.
The right of indemnification described in this section is not exclusive and is
independent of any other rights of indemnification to which the individual may
be entitled under the Company's organizational documents, by contract, as a
matter of law, or otherwise.

10.06 NO LIMITATION ON COMPENSATION. Nothing in the Plan is to be construed to
limit the right of the Company to establish other plans or to pay compensation
to its employees or Directors in cash or property, in a manner not expressly
contemplated by the Plan.

10.07 REQUIREMENTS OF LAW. The grant of Awards and the issuance of shares of
Stock will be subject to all applicable laws, rules and regulations and to all
required approvals of any governmental agencies or national securities exchange,
market or other quotation system. Also, no shares of Stock will be issued under
the Plan unless the Company is satisfied that the issuance of those shares of
Stock will comply with applicable federal and state securities laws.
Certificates for shares of Stock delivered under the Plan may be subject to any
stock transfer orders and other restrictions that the Committee believes to be
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any stock exchange or other recognized market or
quotation system upon which the Stock is then listed or traded, or any other
applicable federal or state securities law. The Committee may cause a legend or
legends to be placed on any certificates issued under the Plan to make
appropriate reference to restrictions within the scope of this section.

10.08 TERM OF PLAN. The Plan will be effective upon its adoption by the Board
and approval by the affirmative vote of the holders of a majority of the shares
of voting stock present in person or represented by proxy at the first Annual
Meeting occurring after the Board approves the Plan. Subject to Section 9.00,
the Plan will continue until the tenth anniversary of the date it is adopted by
the Board or approved by the Company's shareholders, whichever is earliest.

10.09 GOVERNING LAW. The Plan and all related agreements will be construed in
accordance with and governed by the laws (other than laws governing conflicts of
laws) of the United States and of the State of Ohio.





                                      -12-








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.A
<SEQUENCE>5
<FILENAME>l94849aexv23wa.txt
<DESCRIPTION>EX-23(A)
<TEXT>
<PAGE>


                                                                Exhibit 23(a)


                           [Letterhead of KPMG LLP]



        CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors
R.G. Barry Corporation:


We consent to the use of our reports incorporated herein by reference.


/s/ KPMG LLP
Columbus, Ohio
June 13, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>6
<FILENAME>l94849aexv24.txt
<DESCRIPTION>EX-24
<TEXT>
<PAGE>



                                   EXHIBIT 24
                                   ----------

                               POWERS OF ATTORNEY





<PAGE>


                                POWER OF ATTORNEY
                                -----------------


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and
director of R. G. BARRY CORPORATION, an Ohio corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the R. G. Barry Corporation 2002 Stock Incentive
Plan, hereby constitutes and appoints Gordon Zacks, Daniel D. Viren and Roger E.
Lautzenhiser, and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd
day of June, 2002.




                                       /s/ Gordon Zacks
                                      -----------------------------------------
                                      Gordon Zacks




<PAGE>


                                POWER OF ATTORNEY
                                -----------------


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and
director of R. G. BARRY CORPORATION, an Ohio corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the R. G. Barry Corporation 2002 Stock Incentive
Plan, hereby constitutes and appoints Gordon Zacks, Daniel D. Viren and Roger E.
Lautzenhiser, and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd
day of June, 2002.




                                      /s/ William Lenich
                                     -------------------------------------------
                                     William Lenich


<PAGE>


                                POWER OF ATTORNEY
                                -----------------


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and
director of R. G. BARRY CORPORATION, an Ohio corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the R. G. Barry Corporation 2002 Stock Incentive
Plan, hereby constitutes and appoints Gordon Zacks, Daniel D. Viren and Roger E.
Lautzenhiser, and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd
day of June, 2002.




                                      /s/ Christian Galvis
                                     -------------------------------------------
                                     Christian Galvis


<PAGE>


                                POWER OF ATTORNEY
                                -----------------


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and
director of R. G. BARRY CORPORATION, an Ohio corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the R. G. Barry Corporation 2002 Stock Incentive
Plan, hereby constitutes and appoints Gordon Zacks and Roger E. Lautzenhiser,
and each of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign such Registration Statement and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the New York Stock Exchange, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all things that
each of said attorneys-in-fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd
day of June, 2002.




                                      /s/ Daniel D. Viren
                                     -------------------------------------------
                                     Daniel D. Viren



<PAGE>


                                POWER OF ATTORNEY
                                -----------------

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of R. G.
BARRY CORPORATION, an Ohio corporation (the "Company"), which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. Barry Corporation 2002 Stock Incentive Plan, hereby
constitutes and appoints Gordon Zacks, Daniel D. Viren and Roger E.
Lautzenhiser, and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd
day of June, 2002.




                                      /s/ Philip G. Barach
                                     -------------------------------------------
                                     Philip G. Barach


<PAGE>


                                POWER OF ATTORNEY
                                -----------------


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of R. G.
BARRY CORPORATION, an Ohio corporation (the "Company"), which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. Barry Corporation 2002 Stock Incentive Plan, hereby
constitutes and appoints Gordon Zacks, Daniel D. Viren and Roger E.
Lautzenhiser, and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th
day of May, 2002.




                                      /s/ Harvey M. Krueger
                                     -------------------------------------------
                                     Harvey M. Krueger


<PAGE>


                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of R. G.
BARRY CORPORATION, an Ohio corporation (the "Company"), which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. Barry Corporation 2002 Stock Incentive Plan, hereby
constitutes and appoints Gordon Zacks and Daniel D. Viren, and each of them, as
his true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and the New
York Stock Exchange, granting unto each of said attorneys-in-fact and agents,
and substitute or substitutes, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd
day of June, 2002.




                                     /s/ Roger E. Lautzenhiser
                                     ------------------------------------------
                                     Roger E. Lautzenhiser




<PAGE>


                                POWER OF ATTORNEY
                                -----------------


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of R. G.
BARRY CORPORATION, an Ohio corporation (the "Company"), which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. Barry Corporation 2002 Stock Incentive Plan, hereby
constitutes and appoints Gordon Zacks, Daniel D. Viren and Roger E.
Lautzenhiser, and each of them, as her true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for her and in her
name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 22nd
day of May, 2002.



                                      /s/ Janice E. Page
                                     ------------------------------------------
                                     Janice E. Page



<PAGE>


                                POWER OF ATTORNEY
                                -----------------


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of R. G.
BARRY CORPORATION, an Ohio corporation (the "Company"), which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. Barry Corporation 2002 Stock Incentive Plan, hereby
constitutes and appoints Gordon Zacks, Daniel D. Viren and Roger E.
Lautzenhiser, and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th
day of May, 2002.




                                      /s/ Edward M. Stan
                                     -------------------------------------------
                                     Edward M. Stan



<PAGE>


                                POWER OF ATTORNEY
                                -----------------


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of R. G.
BARRY CORPORATION, an Ohio corporation (the "Company"), which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for offering and
sale pursuant to the R. G. Barry Corporation 2002 Stock Incentive Plan, hereby
constitutes and appoints Gordon Zacks, Daniel D. Viren and Roger E.
Lautzenhiser, and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd
day of June, 2002.




                                      /s/ Harvey A. Weinberg
                                     -------------------------------------------
                                     Harvey A. Weinberg









</TEXT>
</DOCUMENT>
</SUBMISSION>
