<SUBMISSION>
<ACCESSION-NUMBER>0000950152-02-007108
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>6
<FILING-DATE>20020920
<EFFECTIVENESS-DATE>20020920
<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>333-99891
<FILM-NUMBER>02768644
</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>l96354asv8.txt
<DESCRIPTION>R.G. BARRY CORPORATION * FORM S-8
<TEXT>
<PAGE>


                                                  As filed on September 20, 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)

             Stock Option Agreement, effective as of August 7, 2000,
             between R. G. Barry Corporation and Richard L. Burrell;
             Stock Option Agreement, effective as of August 7, 2000,
              between R. G. Barry Corporation and Howard Eisenberg;
              Stock Option Agreement, effective as of July 2, 2001,
               between R. G. Barry Corporation and Richard DeCamp;
                  Stock Option Agreement (Other Option Grant),
                   effective as of December 26, 2001, between
                   R. G. Barry Corporation and William Lenich
                   ------------------------------------------
                            (Full title of the plans)

                                           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>
-------------------------------------------------------------------------------------------------------------------------------

                                                                                          Proposed
           Title of                                     Proposed maximum offering          maximum
         securities to              Amount to be               price per                  aggregate            Amount of
         be registered             registered (1)                share                  offering price      registration fee
-------------------------------------------------------------------------------------------------------------------------------

<S>                                    <C>            <C>                                <C>                      <C>
Common Shares,                         223,681          $3.19 as to 40,000 common         $1,133,216.65            $105
$1.00 Par Value (2)                                    shares; $4.65 as to 33,681
                                                       common shares; $5.66 as to
                                                          150,000 common shares
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)    Of this number, 20,000 common shares are being registered for issuance
       upon exercise of the option granted under each of the Stock Option
       Agreements, effective as of August 7, 2000, between R. G. Barry
       Corporation and Richard L. Burrell and Howard Eisenberg; 33,681 common
       shares are being registered for issuance upon exercise of the option
       granted under the Stock Option Agreement, effective as of July 2, 2001,
       between R. G. Barry Corporation and Richard DeCamp; and 150,000 common
       shares are being registered for issuance upon exercise of the option
       granted under the Stock Option Agreement (Other Option Grant), effective
       as of December 26, 2001, between R. G. Barry Corporation and William
       Lenich.

(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 Quarterly Reports on Form 10-Q for the
                  quarters ended March 30, 2002 and June 29, 2002; and

         (c)      The Registrant's Current Reports on Form 8-K filed January 8,
                  2002 and August 20, 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 offerings contemplated by
the Stock Option Agreement, effective as of August 7, 2000, between the
Registrant and Richard L. Burrell; the Stock Option Agreement, effective as of
August 7, 2000, between the Registrant and Howard Eisenberg; the Stock Option
Agreement, effective as of July 2, 2001, between the Registrant and Richard
DeCamp; and the Stock Option Agreement (Other Option Grant), effective as of
December 26, 2001, between the Registrant and William Lenich, respectively,
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.



                                      -1-
<PAGE>


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


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 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, pend-



                                      -2-
<PAGE>

         ing, 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, 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
         indemnifica-



                                      -3-
<PAGE>

         tion 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)(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


                                      -4-
<PAGE>

         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 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.


                                      -5-
<PAGE>

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


                                      -6-
<PAGE>

         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 suit instituted by or in the right of the



                                      -7-
<PAGE>

                  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 shall be made by the Corporation only upon a
         determin-


                                      -8-
<PAGE>

         ation 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.

                  V. ADVANCES FOR EXPENSES. Expenses (including, without
         limitation, attorneys' fees, filing fees, court


                                      -9-
<PAGE>

         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.


                                      -10-
<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


                                      -11-
<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.

         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


                                      -12-
<PAGE>

         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 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 18.


                                      -13-
<PAGE>


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 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.


                                      -14-
<PAGE>

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, 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.




                                      -15-
<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 20th day of
September, 2002.

                                   R. G. BARRY CORPORATION



                                   By:/s/ Daniel D. Viren
                                      ------------------------------------------
                                         Daniel D. Viren,
                                         Senior Vice President-Finance,
                                         Chief Financial Officer,
                                         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 20th day of September, 2002.


SIGNATURE                                TITLE


*Gordon Zacks                            Chairman of the Board,
--------------------------               President, Chief Executive
Gordon Zacks                             Officer and Director
                                         [Principal Executive Officer]


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


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



                                      -16-
<PAGE>


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


*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








                                      -17-
<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]

     10.1                         Stock Option Agreement, effective as of August 7,      *
                                  2000, between Registrant and Richard L. Burrell

     10.2                         Stock Option Agreement, effective as of August 7,      *
                                  2000, between Registrant and Howard Eisenberg

     10.3                         Stock Option Agreement, effective as of July 2,        *
                                  2001, between Registrant and Richard DeCamp

     10.4                         Stock Option Agreement (Other Option Grant),           Incorporated herein by reference to
                                  effective as of December 26, 2001, between             Registrant's Annual Report on Form 10-K
                                  Registrant and William Lenich                          for the fiscal year ended December 29,
                                                                                         2001 (File No. 1-8769) [Exhibit 10.35]

       23                         Consent of Independent Certified Public                *
                                  Accountants

       24                         Powers of Attorney                                     *
</TABLE>


----------
*  Filed herewith.



                                      -18-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>l96354aexv10w1.txt
<DESCRIPTION>EX-10.1
<TEXT>
<PAGE>


                                  EXHIBIT 10.1
                                  ------------

                             STOCK OPTION AGREEMENT
                          (NON-QUALIFIED STOCK OPTION)


                  THIS AGREEMENT is made to be effective as of August 7, 2000,
by and between R.G. Barry Corporation, an Ohio corporation (the "Company") and
Richard L. Burrell (the "Optionee").

                                   WITNESSETH:
                                   -----------

                  WHEREAS, the Compensation Committee (the "Compensation
Committee") of the Board of Directors (the "Board") of the Company has
determined that an option to acquire shares of common stock, $1.00 par value per
share, of the Company should be granted to the Optionee upon the terms and
conditions set forth in this Agreement.

                  NOW, THEREFORE, in consideration of the premises, the parties
hereto make the following agreement, intending to be legally bound thereby:

                  1.   DEFINED TERMS. When used in this Agreement, the following
capitalized terms have the respective meanings set forth in this Section:

                  (a)  ACT: The Securities Exchange Act of 1934, as amended, or
                       any successor thereto.

                  (b)  ADMINISTRATOR: The Board or the Compensation Committee if
                       the Board has delegated to the Compensation Committee
                       such responsibility.

                  (c)  APPLICABLE LAWS: the requirements relating to the
                       administration of stock option plans under U.S. state
                       corporate laws, U.S. federal and state securities laws,
                       the Code, any stock exchange or quotation system on which
                       the common shares of the Company are listed or quoted and
                       the applicable laws of any foreign country or
                       jurisdiction where Options are granted under the Plan.

                  (d)  CHANGE IN CONTROL: (i) the sale or disposition, in
                       one or a series of related transactions, of all or
                       substantially all of the assets of the Company to any
                       "person" or "group" (as such terms are defined in
                       Sections 13(d)(3) and 14(d)(2) of the Act) or (ii) any
                       person or group is or becomes the "beneficial owner" (as
                       such term is defined in



                                      -1-
<PAGE>

                       Rule 13d-3 under the Act), directly or indirectly, of
                       more than 50% of the total voting power of the voting
                       stock of the Company, including by way of merger,
                       consolidation or otherwise.

                  (e)  CODE: The Internal Revenue Code of 1986, as amended, or
                       any successor thereto.

                  (f)  FAIR MARKET VALUE: On a given date, the closing sale
                       price for the Company's common shares as reported on any
                       securities exchange on which the Company's common shares
                       may be listed on such date or, if no such sale occurred
                       on that date, then for the next preceding date on which a
                       sale was made. If the Company's common shares should be
                       no longer listed on a securities exchange, the fair
                       market value shall be determined by the Administrator.

                  2.   GRANT OF OPTION. Subject to adjustment pursuant to
Section 4 of this Agreement, the Company hereby grants to the Optionee an option
(the "Option") to purchase 20,000 common shares, par value $1.00 per share, of
the Company (the "Shares"). The Option is not intended to qualify as an
incentive stock option under Section 422 of the Code.

                  3.   TERMS AND CONDITIONS OF THE OPTION.

                       (a) OPTION PRICE. The purchase price (the "Option Price")
to be paid by the Optionee to the Company upon the exercise of the Option shall
be $3.19 per Share, subject to adjustment as provided in Section 4 of this
Agreement.

                       (b) EXERCISE OF THE OPTION. Except as otherwise provided
in this Agreement, the Option may be exercised by the Optionee as follows:

                           (i) The Option shall vest and become exercisable on
the earlier of (A) the date on which the Company terminates the Optionee's
employment or (B) six (6) months from the option grant date. The portion of the
Option which has become vested and exercisable pursuant to this Section 3 is
hereinafter referred to as the "Vested Portion."

                           (ii) In the event of a Change of Control, any portion
of the Option that is not then exercisable shall vest and become exercisable
prior to such Change in Control.

                  The grant of the Option shall not confer upon the Optionee any
right to continue in the employment of the Company


                                      -2-
<PAGE>

nor limit in any way the right of the Company to terminate the employment of the
Optionee at any time.

                       (c) METHOD OF EXERCISE OF OPTION. At any time prior to
the Expiration Date (as defined in Section 6), the Optionee may exercise all or
a portion of the Option by delivering written notice of exercise to the Company,
together with payment in full for the Shares in an amount equal to the product
of the Option Price multiplied by the number of Shares to be acquired. Such
payment may be made in cash or its equivalent (e.g., by check) or in previously
issued and currently held shares of the Company, which shares shall be valued at
Fair Market Value on the date of exercise.

                       (d) TAX WITHHOLDING. The Company shall be entitled to
withhold (or secure payment from the Optionee in lieu of withholding) the amount
of any withholding or other payment required of the Company under the tax
withholding provisions of the Code, any state's income tax act or any other
applicable law with respect to any Shares issuable under the exercised Option,
and the Company may defer issuance unless indemnified to its satisfaction with
respect to payment of such withholding or other tax.

                  4.   ADJUSTMENTS AND CHANGES IN THE SHARES.

                  The following provisions shall apply to the Option:

                       (a) GENERALLY. In the event of any change in the
outstanding shares of common stock of the Company by reason of any share
dividend or split, reorganization, recapitalization, merger, consolidation,
spin-off, combination or exchange of shares or other corporate exchange, or any
distribution to holders of shares of the Company other than regular cash
dividends or any transaction similar to the foregoing, the Administrator in its
sole discretion and without liability to any person may make such substitution
or adjustment, if any, as it deems to be equitable, as to (i) the number or kind
of shares or other securities issuable pursuant to this Option and (ii) the
Option Price and/or any other affected terms of this Option.

                       (b) CHANGE IN CONTROL. In the event of a Change in
Control, the Administrator may, but shall not be obligated to, make provision
for a cash payment to the Optionee in consideration for the cancellation of the
Option which shall equal the excess, if any, of the Fair Market Value of the
Shares subject to the Option over the Option Price of the Option.

                       (c) NO RESTRICTIONS ON COMPANY. The grant of the Option
shall not affect in any way the right of the Company to


                                      -3-
<PAGE>

adjust, reclassify, reorganize, or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.

                  5.   NON-ASSIGNABILITY OF OPTION. Unless otherwise permitted
by the Administrator, the Option shall not be assignable or otherwise
transferable by the Optionee except by will or by the laws of descent and
distribution. The Option may not be exercised during the lifetime of the
Optionee except by him, his guardian or legal representative.

                  6.   EXERCISE AFTER TERMINATION OF EMPLOYMENT. Subject to the
provisions of this Agreement, the Optionee may exercise all or any part of the
Vested Portion of this Option at any time prior to the earliest to occur of:

                       (a) the tenth anniversary of the date of this Agreement;

                       (b) one (1) year following the date of Optionee's death;
         or

                       (c) two (2) years following the date of termination of
         Optionee's employment with the Company.

                  Upon the earliest to occur of any of the events described in
clauses (a), (b) or (c) above (the "Expiration Date"), the Option shall
terminate, and Optionee shall have no further rights under this Agreement.

                  7.   RESTRICTIONS ON TRANSFERS OF COMMON SHARES. Anything
contained in this Agreement or elsewhere to the contrary notwithstanding, the
Company may postpone the issuance and delivery of Shares upon any exercise of
the Option until completion of any stock exchange listing or registration or
other qualification of such Shares under any state or federal law, rule or
regulation as the Company may consider appropriate; and may require the Optionee
when exercising the Option to make such representations and furnish such
information as the Company may consider appropriate in connection with the
issuance of the Shares in compliance with applicable law.

                  Shares issued and delivered upon exercise of the Option shall
be subject to such restrictions on trading, including appropriate legending of
certificates to that effect, as the Company, in its discretion, shall determine
are necessary to satisfy applicable legal requirements and obligations.


                                      -4-
<PAGE>

                  8.   CONDITIONS UPON ISSUANCE OF SHARES.

                       (a) LEGAL COMPLIANCE. Shares shall not be issued pursuant
to the exercise of the Option unless the exercise of such Option and the
issuance and delivery of such Shares shall comply with Applicable Laws and shall
be further subject to the approval of counsel for the Company with respect to
such compliance.

                       (b) INVESTMENT REPRESENTATIONS. As a condition to the
exercise of the Option, the Administrator may require the person exercising the
Option to represent and warrant at the time of any such exercise that the Shares
are being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required.

                  9.   BUY OUT OF OPTION GAINS. At any time after the Option
becomes exercisable, the Administrator shall have the right to elect, in its
sole discretion and without the consent of the Optionee, to cancel the Option
and pay to the Optionee the excess of the Fair Market Value of the Shares over
the Option Price at the date the Administrator provides written notice (the "Buy
Out Notice") of the intention to exercise the right. A buy out pursuant to this
Section shall be effected by the Company as promptly as possible after the date
of the Buy Out Notice. Payment of the buy out amount may be made in cash, in
common shares of the Company, or partly in cash and partly in common shares as
the Administrator deems advisable. To the extent payment is made in common
shares, the number of shares shall be determined by dividing the amount of the
payment to be made by the Fair Market Value of a common share at the date of the
Buy Out Notice. Payment of such buy out amount shall be made net of any
applicable foreign, federal (including Federal Insurance Contributions Act),
state and local withholding taxes.

                  10.  RIGHTS OF OPTIONEE. The Optionee shall have no rights as
a stockholder of the Company with respect to any Shares of the Company covered
by the Option until (a) the Optionee has given written notice of exercise of the
Option, (b) the Optionee has paid in full for such Shares and, if applicable,
satisfied any other conditions imposed by the Administrator and (c) the date of
issuance of a certificate to him evidencing such Shares.

                  11.  GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio without regard to
conflict of law provisions.

                  12.  RIGHTS AND REMEDIES CUMULATIVE. All rights and remedies
of the Company and of the Optionee enumerated in this


                                      -5-
<PAGE>

Agreement shall be cumulative and, except as expressly provided otherwise in
this Agreement, none shall exclude any other rights or remedies allowed by law
or in equity, and each of said rights or remedies may be exercised and enforced
concurrently.

                  13.  CAPTIONS. The captions contained in this Agreement are
included only for convenience of reference and do not define, limit, explain or
modify this Agreement or its interpretation, construction or meaning and are in
no way to be construed as a part of this Agreement.

                  14.  SEVERABILITY. If any provision of this Agreement or the
application of any provision hereof to any person or any circumstance shall be
determined to be invalid or unenforceable, then such determination shall not
affect any other provision of this Agreement or the application of said
provision to any other person or circumstance, all of which other provisions
shall remain in full force and effect, and it is the intention of each party to
this Agreement that if any provision of this Agreement is susceptible of two or
more constructions, one of which would render the provision enforceable and the
other or others of which would render the provision unenforceable, then the
provision shall have the meaning which renders it enforceable.

                  15.  ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the Company and the Optionee in respect of the subject matter
of this Agreement, and this Agreement supersedes all prior agreements between
the parties hereto in connection with the subject matter of this Agreement. No
officer, employee or other servant or agent of the Company, and no servant or
agent of the Optionee is authorized to make any representation, warranty or
other promise not contained in this Agreement. No change, termination or
attempted waiver of any of the provisions of this Agreement shall be binding
upon any party hereto unless contained in a writing signed by the party to be
charged.

                  16.  SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns (including successive,
as well as immediate, successors and assigns) of the Company.


                                      -6-
<PAGE>

                  Optionee has reviewed this Agreement in its entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Agreement
and fully understands all provisions of this Agreement. Optionee hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of
the Administrator upon any questions arising under this Agreement.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the date first above written.

                                             COMPANY:
                                             --------

                                             R.G. BARRY CORPORATION


                                             By: /s/Gordon Zacks
                                                 ------------------------
                                                 Gordon Zacks
                                                 Chairman and Chief Executive
                                                 Officer



                                             OPTIONEE:
                                             --------


                                             /s/ Richard L. Burrell
                                             ----------------------------
                                             Richard L. Burrell


                                             XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                                             --------------------------------
                                             Street Address


                                             XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                                             ---------------------------------
                                             City, State, Zip Code


                                             XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                                             ---------------------------------
                                             Social Security Number




                                      -7-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>l96354aexv10w2.txt
<DESCRIPTION>EX-10.2
<TEXT>
<PAGE>


                                  EXHIBIT 10.2
                                  ------------


                             STOCK OPTION AGREEMENT
                          (NON-QUALIFIED STOCK OPTION)


                  THIS AGREEMENT is made to be effective as of August 7, 2000,
by and between R.G. Barry Corporation, an Ohio corporation (the "Company") and
Howard Eisenberg (the "Optionee").

                                   WITNESSETH:

                  WHEREAS, the Compensation Committee (the "Compensation
Committee") of the Board of Directors (the "Board") of the Company has
determined that an option to acquire shares of common stock, $1.00 par value per
share, of the Company should be granted to the Optionee upon the terms and
conditions set forth in this Agreement.

                  NOW, THEREFORE, in consideration of the premises, the parties
hereto make the following agreement, intending to be legally bound thereby:

                  1.       DEFINED TERMS. When used in this Agreement, the
following capitalized terms have the respective meanings set forth in this
Section:

                  (a)      ACT: The Securities Exchange Act of 1934, as amended,
                           or any successor thereto.

                  (b)      ADMINISTRATOR: The Board or the Compensation
                           Committee if the Board has delegated to the
                           Compensation Committee such responsibility.

                  (c)      APPLICABLE LAWS: the requirements relating to the
                           administration of stock option plans under U.S. state
                           corporate laws, U.S. federal and state securities
                           laws, the Code, any stock exchange or quotation
                           system on which the common shares of the Company are
                           listed or quoted and the applicable laws of any
                           foreign country or jurisdiction where Options are
                           granted under the Plan.

                  (d)      CHANGE IN CONTROL: (i) the sale or disposition, in
                           one or a series of related transactions, of all or
                           substantially all of the assets of the Company to any
                           "person" or "group" (as such terms are defined in
                           Sections 13(d)(3) and 14(d)(2) of the Act) or (ii)
                           any person or group is or becomes the


<PAGE>

                           "beneficial owner" (as such term is defined in Rule
                           13d-3 under the Act), directly or indirectly, of more
                           than 50% of the total voting power of the voting
                           stock of the Company, including by way of merger,
                           consolidation or otherwise.

                  (e)      CODE: The Internal Revenue Code of 1986, as amended,
                           or any successor thereto.

                  (f)      FAIR MARKET VALUE: On a given date, the closing sale
                           price for the Company's common shares as reported on
                           any securities exchange on which the Company's common
                           shares may be listed on such date or, if no such sale
                           occurred on that date, then for the next preceding
                           date on which a sale was made. If the Company's
                           common shares should be no longer listed on a
                           securities exchange, the fair market value shall be
                           determined by the Administrator.

                  2.       GRANT OF OPTION. Subject to adjustment pursuant to
Section 4 of this Agreement, the Company hereby grants to the Optionee an option
(the "Option") to purchase 20,000 common shares, par value $1.00 per share, of
the Company (the "Shares"). The Option is not intended to qualify as an
incentive stock option under Section 422 of the Code.

                  3.       TERMS AND CONDITIONS OF THE OPTION.

                           (a) OPTION PRICE. The purchase price (the "Option
Price") to be paid by the Optionee to the Company upon the exercise of the
Option shall be $3.19 per Share, subject to adjustment as provided in Section 4
of this Agreement.

                           (b) EXERCISE OF THE OPTION. Except as otherwise
provided in this Agreement, the Option may be exercised by the Optionee as
follows:

                               (i) The Option shall vest and become exercisable
on the earlier of (A) the date on which the Company terminates the Optionee's
employment or (B) six (6) months from the option grant date. The portion of the
Option which has become vested and exercisable pursuant to this Section 3 is
hereinafter referred to as the "Vested Portion."

                               (ii) In the event of a Change of Control, any
portion of the Option that is not then exercisable shall vest and become
exercisable prior to such Change in Control.



                                      -2-
<PAGE>

                  The grant of the Option shall not confer upon the Optionee any
right to continue in the employment of the Company nor limit in any way the
right of the Company to terminate the employment of the Optionee at any time.

                           (c) METHOD OF EXERCISE OF OPTION. At any time prior
to the Expiration Date (as defined in Section 6), the Optionee may exercise all
or a portion of the Option by delivering written notice of exercise to the
Company, together with payment in full for the Shares in an amount equal to the
product of the Option Price multiplied by the number of Shares to be acquired.
Such payment may be made in cash or its equivalent (e.g., by check) or in
previously issued and currently held shares of the Company, which shares shall
be valued at Fair Market Value on the date of exercise.

                           (d) TAX WITHHOLDING. The Company shall be entitled to
withhold (or secure payment from the Optionee in lieu of withholding) the amount
of any withholding or other payment required of the Company under the tax
withholding provisions of the Code, any state's income tax act or any other
applicable law with respect to any Shares issuable under the exercised Option,
and the Company may defer issuance unless indemnified to its satisfaction with
respect to payment of such withholding or other tax.

                  4.       ADJUSTMENTS AND CHANGES IN THE SHARES.

                  The following provisions shall apply to the Option:

                           (a) GENERALLY. In the event of any change in the
outstanding shares of common stock of the Company by reason of any share
dividend or split, reorganization, recapitalization, merger, consolidation,
spin-off, combination or exchange of shares or other corporate exchange, or any
distribution to holders of shares of the Company other than regular cash
dividends or any transaction similar to the foregoing, the Administrator in its
sole discretion and without liability to any person may make such substitution
or adjustment, if any, as it deems to be equitable, as to (i) the number or kind
of shares or other securities issuable pursuant to this Option and (ii) the
Option Price and/or any other affected terms of this Option.

                           (b) CHANGE IN CONTROL. In the event of a Change in
Control, the Administrator may, but shall not be obligated to, make provision
for a cash payment to the Optionee in consideration for the cancellation of the
Option which shall equal the excess, if any, of the Fair Market Value of the
Shares subject to the Option over the Option Price of the Option.


                                      -3-
<PAGE>

                           (c) NO RESTRICTIONS ON COMPANY. The grant of the
Option shall not affect in any way the right of the Company to adjust,
reclassify, reorganize, or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

                  5.       NON-ASSIGNABILITY OF OPTION. Unless otherwise
permitted by the Administrator, the Option shall not be assignable or otherwise
transferable by the Optionee except by will or by the laws of descent and
distribution. The Option may not be exercised during the lifetime of the
Optionee except by him, his guardian or legal representative.

                  6.       EXERCISE AFTER TERMINATION OF EMPLOYMENT. Subject to
the provisions of this Agreement, the Optionee may exercise all or any part of
the Vested Portion of this Option at any time prior to the earliest to occur of:

                           (a)      the tenth anniversary of the date of this
                                    Agreement;

                           (b)      one (1) year following the date of
                                    Optionee's death; or

                           (c)      two (2) years following the date of
                                    termination of Optionee's employment with
                                    the Company.

                  Upon the earliest to occur of any of the events described in
clauses (a), (b) or (c) above (the "Expiration Date"), the Option shall
terminate, and Optionee shall have no further rights under this Agreement.

                  7.       RESTRICTIONS ON TRANSFERS OF COMMON SHARES. Anything
contained in this Agreement or elsewhere to the contrary notwithstanding, the
Company may postpone the issuance and delivery of Shares upon any exercise of
the Option until completion of any stock exchange listing or registration or
other qualification of such Shares under any state or federal law, rule or
regulation as the Company may consider appropriate; and may require the Optionee
when exercising the Option to make such representations and furnish such
information as the Company may consider appropriate in connection with the
issuance of the Shares in compliance with applicable law.

                  Shares issued and delivered upon exercise of the Option shall
be subject to such restrictions on trading, including appropriate legending of
certificates to that effect, as the Company, in its discretion, shall determine
are necessary to satisfy applicable legal requirements and obligations.


                                      -4-
<PAGE>

                  8.       CONDITIONS UPON ISSUANCE OF SHARES.

                           (a) LEGAL COMPLIANCE. Shares shall not be issued
pursuant to the exercise of the Option unless the exercise of such Option and
the issuance and delivery of such Shares shall comply with Applicable Laws and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

                           (b) INVESTMENT REPRESENTATIONS. As a condition to the
exercise of the Option, the Administrator may require the person exercising the
Option to represent and warrant at the time of any such exercise that the Shares
are being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required.

                  9.       BUY OUT OF OPTION GAINS. At any time after the Option
becomes exercisable, the Administrator shall have the right to elect, in its
sole discretion and without the consent of the Optionee, to cancel the Option
and pay to the Optionee the excess of the Fair Market Value of the Shares over
the Option Price at the date the Administrator provides written notice (the "Buy
Out Notice") of the intention to exercise the right. A buy out pursuant to this
Section shall be effected by the Company as promptly as possible after the date
of the Buy Out Notice. Payment of the buy out amount may be made in cash, in
common shares of the Company, or partly in cash and partly in common shares as
the Administrator deems advisable. To the extent payment is made in common
shares, the number of shares shall be determined by dividing the amount of the
payment to be made by the Fair Market Value of a common share at the date of the
Buy Out Notice. Payment of such buy out amount shall be made net of any
applicable foreign, federal (including Federal Insurance Contributions Act),
state and local withholding taxes.

                  10.      RIGHTS OF OPTIONEE. The Optionee shall have no rights
as a stockholder of the Company with respect to any Shares of the Company
covered by the Option until (a) the Optionee has given written notice of
exercise of the Option, (b) the Optionee has paid in full for such Shares and,
if applicable, satisfied any other conditions imposed by the Administrator and
(c) the date of issuance of a certificate to him evidencing such Shares.

                  11.      GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Ohio without regard to
conflict of law provisions.

                  12.      RIGHTS AND REMEDIES CUMULATIVE. All rights and
remedies of the Company and of the Optionee enumerated in this


                                      -5-
<PAGE>

Agreement shall be cumulative and, except as expressly provided otherwise in
this Agreement, none shall exclude any other rights or remedies allowed by law
or in equity, and each of said rights or remedies may be exercised and enforced
concurrently.

                  13.      CAPTIONS. The captions contained in this Agreement
are included only for convenience of reference and do not define, limit, explain
or modify this Agreement or its interpretation, construction or meaning and are
in no way to be construed as a part of this Agreement.

                  14.      SEVERABILITY. If any provision of this Agreement or
the application of any provision hereof to any person or any circumstance shall
be determined to be invalid or unenforceable, then such determination shall not
affect any other provision of this Agreement or the application of said
provision to any other person or circumstance, all of which other provisions
shall remain in full force and effect, and it is the intention of each party to
this Agreement that if any provision of this Agreement is susceptible of two or
more constructions, one of which would render the provision enforceable and the
other or others of which would render the provision unenforceable, then the
provision shall have the meaning which renders it enforceable.

                  15.      ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the Company and the Optionee in respect of the subject
matter of this Agreement, and this Agreement supersedes all prior agreements
between the parties hereto in connection with the subject matter of this
Agreement. No officer, employee or other servant or agent of the Company, and no
servant or agent of the Optionee is authorized to make any representation,
warranty or other promise not contained in this Agreement. No change,
termination or attempted waiver of any of the provisions of this Agreement shall
be binding upon any party hereto unless contained in a writing signed by the
party to be charged.

                  16.      SUCCESSORS AND ASSIGNS. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns (including
successive, as well as immediate, successors and assigns) of the Company.


                                      -6-
<PAGE>

                  Optionee has reviewed this Agreement in its entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Agreement
and fully understands all provisions of this Agreement. Optionee hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of
the Administrator upon any questions arising under this Agreement.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the date first above written.

                                      COMPANY:
                                      -------

                                      R.G. BARRY CORPORATION


                                      By: /s/ Gordon Zacks
                                          --------------------------------------
                                          Gordon Zacks
                                          Chairman and Chief Executive Officer


                                      OPTIONEE:


                                      /s/ Howard Eisenberg
                                      ------------------------------------------
                                      Howard Eisenberg

                                      XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                                      ---------------------------------
                                      Street Address

                                      XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                                      ---------------------------------
                                      City, State, Zip Code

                                      XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                                      ---------------------------------
                                      Social Security Number





                                      -7-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>l96354aexv10w3.txt
<DESCRIPTION>EX-10.3
<TEXT>
<PAGE>


                                  EXHIBIT 10.3
                                  ------------


                             STOCK OPTION AGREEMENT
                          (NON-QUALIFIED STOCK OPTION)


                  THIS AGREEMENT is made to be effective as of July 2, 2001, by
and between R.G. Barry Corporation, an Ohio corporation (the "Company") and
Richard DeCamp (the "Optionee").

                                   WITNESSETH:

                  WHEREAS, the Compensation Committee (the "Compensation
Committee") of the Board of Directors (the "Board") of the Company has
determined that an option to acquire shares of common stock, $1.00 par value per
share, of the Company should be granted to the Optionee upon the terms and
conditions set forth in this Agreement.

                  NOW, THEREFORE, in consideration of the premises, the parties
hereto make the following agreement, intending to be legally bound thereby:


                  1.       DEFINED TERMS. When used in this Agreement, the
following capitalized terms have the respective meanings set forth in this
Section:

                  (a)      ACT: The Securities Exchange Act of 1934, as amended,
                           or any successor thereto.

                  (b)      ADMINISTRATOR: The Board or the Compensation
                           Committee if the Board has delegated to the
                           Compensation Committee such responsibility.

                  (c)      APPLICABLE LAWS: the requirements relating to the
                           administration of stock option plans under U.S. state
                           corporate laws, U.S. federal and state securities
                           laws, the Code, any stock exchange or quotation
                           system on which the common shares of the Company are
                           listed or quoted and the applicable laws of any
                           foreign country or jurisdiction where Options are
                           granted under the Plan.

                  (d)      CHANGE IN CONTROL: (i) the sale or disposition, in
                           one or a series of related transactions, of all or
                           substantially all of the assets of the Company to any
                           "person" or "group" (as such terms are defined in
                           Sections 13(d)(3) and 14(d)(2) of the Act) or (ii)
                           any person or group is or becomes the



                                      -1-
<PAGE>

                           "beneficial owner" (as such term is defined in Rule
                           13d-3 under the Act), directly or indirectly, of more
                           than 50% of the total voting power of the voting
                           stock of the Company, including by way of merger,
                           consolidation or otherwise.

                  (e)      CODE: The Internal Revenue Code of 1986, as amended,
                           or any successor thereto.

                  (f)      FAIR MARKET VALUE: On a given date, the closing sale
                           price for the Company's common shares as reported on
                           any securities exchange on which the Company's common
                           shares may be listed on such date or, if no such sale
                           occurred on that date, then for the next preceding
                           date on which a sale was made. If the Company's
                           common shares should be no longer listed on a
                           securities exchange, the fair market value shall be
                           determined by the Administrator.

                  2.       GRANT OF OPTION. Subject to adjustment pursuant to
Section 4 of this Agreement, the Company hereby grants to the Optionee an option
(the "Option") to purchase 33,681 common shares, par value $1.00 per share, of
the Company (the "Shares"). The Option is not intended to qualify as an
incentive stock option under Section 422 of the Code.

                  3.       TERMS AND CONDITIONS OF THE OPTION.

                           (a) OPTION PRICE. The purchase price (the "Option
Price") to be paid by the Optionee to the Company upon the exercise of the
Option shall be $4.65 per Share, subject to adjustment as provided in Section 4
of this Agreement.

                           (b) EXERCISE OF THE OPTION. Except as otherwise
provided in this Agreement, the Option may be exercised by the Optionee as
follows:

                               (i) The Option shall vest and become exercisable
six (6) months from the Option grant date. The portion of the Option which has
become vested and exercisable pursuant to this Section 3 is hereinafter referred
to as the "Vested Portion."

                               (ii) In the event of a Change of Control, any
portion of the Option that is not then exercisable shall vest and become
exercisable prior to such Change in Control.

                  The grant of the Option shall not confer upon the Optionee any
right to continue in any employment or consulting



                                      -2-
<PAGE>

relationship with the Company nor limit in any way the right of the Company to
terminate any such relationship at any time.

                           (c) METHOD OF EXERCISE OF OPTION. At any time prior
to the Expiration Date (as defined in Section 6), the Optionee may exercise all
or a portion of the Option by delivering written notice of exercise to the
Company, together with payment in full for the Shares in an amount equal to the
product of the Option Price multiplied by the number of Shares to be acquired.
Such payment may be made in cash or its equivalent (e.g., by check) or in
previously issued and currently held shares of the Company, which shares shall
be valued at Fair Market Value on the date of exercise.

                           (d) TAX WITHHOLDING. The Company shall be entitled to
withhold (or secure payment from the Optionee in lieu of withholding) the amount
of any withholding or other payment required of the Company under the tax
withholding provisions of the Code, any state's income tax act or any other
applicable law with respect to the exercise of the Option, and the Company may
defer issuance of the Shares unless indemnified to its satisfaction with respect
to payment of such withholding or other tax.

                  4.       ADJUSTMENTS AND CHANGES IN THE SHARES.

                  The following provisions shall apply to the Option:

                           (a) GENERALLY. In the event of any change in the
outstanding shares of common stock of the Company by reason of any share
dividend or split, reorganization, recapitalization, merger, consolidation,
spin-off, combination or exchange of shares or other corporate exchange, or any
distribution to holders of shares of the Company other than regular cash
dividends or any transaction similar to the foregoing, the Administrator in its
sole discretion and without liability to any person may make such substitution
or adjustment, if any, as it deems to be equitable, as to (i) the number or kind
of shares or other securities issuable pursuant to this Option and (ii) the
Option Price and/or any other affected terms of this Option.

                           (b) CHANGE IN CONTROL. In the event of a Change in
Control, the Administrator may, but shall not be obligated to, make provision
for a cash payment to the Optionee in consideration for the cancellation of the
Option which shall equal the excess, if any, of the Fair Market Value of the
Shares subject to the Option over the Option Price of the Option.

                           (c) NO RESTRICTIONS ON COMPANY. The grant of the
Option shall not affect in any way the right of the Company to



                                      -3-
<PAGE>

adjust, reclassify, reorganize, or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.

                  5.       NON-ASSIGNABILITY OF OPTION. Unless otherwise
permitted by the Administrator, the Option shall not be assignable or otherwise
transferable by the Optionee except by will or by the laws of descent and
distribution. The Option may not be exercised during the lifetime of the
Optionee except by him, his guardian or legal representative.

                  6.       EXERCISE AFTER TERMINATION OF EMPLOYMENT. Subject to
the provisions of this Agreement, the Optionee may exercise all or any part of
the Vested Portion of this Option at any time prior to the earliest to occur of:

                           (a) one (1) year following the date of Optionee's
death; or

                           (b) two (2) years following the date of this
Agreement.

                  Upon the earliest to occur of any of the events described in
clauses (a) or (b) above (the "Expiration Date"), the Option shall terminate,
and Optionee shall have no further rights under this Agreement.

                  7.       RESTRICTIONS ON TRANSFERS OF COMMON SHARES. Anything
contained in this Agreement or elsewhere to the contrary notwithstanding, the
Company may postpone the issuance and delivery of Shares upon any exercise of
the Option until completion of any stock exchange listing or registration or
other qualification of such Shares under any state or federal law, rule or
regulation as the Company may consider appropriate; and may require the Optionee
when exercising the Option to make such representations and furnish such
information as the Company may consider appropriate in connection with the
issuance of the Shares in compliance with applicable law.

                  Shares issued and delivered upon exercise of the Option shall
be subject to such restrictions on trading, including appropriate legending of
certificates to that effect, as the Company, in its discretion, shall determine
are necessary to satisfy applicable legal requirements and obligations.



                  8.       CONDITIONS UPON ISSUANCE OF SHARES.

                           (a) LEGAL COMPLIANCE. Shares shall not be issued
pursuant to the exercise of the Option unless the exercise of such Option and
the issuance and delivery of such Shares shall

                                      -4-
<PAGE>

comply with Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

                           (b) INVESTMENT REPRESENTATIONS. Optionee acknowledges
that the Shares have not been registered under the Securities Act of 1933 or
under the securities laws of any state. Consequently, as a condition to the
exercise of the Option, the Administrator may require the person exercising the
Option to represent and warrant at the time of any such exercise that the Shares
are being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required.

                  9.       BUY OUT OF OPTION GAINS. At any time after the date
hereof, the Administrator shall have the right to elect, in its sole discretion
and without the consent of the Optionee, to cancel the Option and pay to the
Optionee the excess of the Fair Market Value of the Shares over the Option Price
at the date the Administrator provides written notice (the "Buy Out Notice") of
the intention to exercise the right. A buy out pursuant to this Section shall be
effected by the Company as promptly as possible after the date of the Buy Out
Notice. Payment of the buy out amount may be made in cash, in common shares of
the Company, or partly in cash and partly in common shares as the Administrator
deems advisable. To the extent payment is made in common shares, the number of
shares shall be determined by dividing the amount of the payment to be made by
the Fair Market Value of a common share at the date of the Buy Out Notice.
Payment of such buy out amount shall be made net of any applicable foreign,
federal (including Federal Insurance Contributions Act), state and local
withholding taxes.

                  10.      RIGHTS OF OPTIONEE. The Optionee shall have no rights
as a stockholder of the Company with respect to any Shares of the Company
covered by the Option until (a) the Optionee has given written notice of
exercise of the Option, (b) the Optionee has paid in full for such Shares and,
if applicable, satisfied any other conditions imposed by the Administrator and
(c) the date of issuance of a certificate to him evidencing such Shares.

                  11.      GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Ohio without regard to
conflict of law provisions.

                  12.      RIGHTS AND REMEDIES CUMULATIVE. All rights and
remedies of the Company and of the Optionee enumerated in this Agreement shall
be cumulative and, except as expressly provided otherwise in this Agreement,
none shall exclude any other rights


                                      -5-
<PAGE>

or remedies allowed by law or in equity, and each of said rights or remedies may
be exercised and enforced concurrently.

                  13.      CAPTIONS. The captions contained in this Agreement
are included only for convenience of reference and do not define, limit, explain
or modify this Agreement or its interpretation, construction or meaning and are
in no way to be construed as a part of this Agreement.

                  14.      SEVERABILITY. If any provision of this Agreement or
the application of any provision hereof to any person or any circumstance shall
be determined to be invalid or unenforceable, then such determination shall not
affect any other provision of this Agreement or the application of said
provision to any other person or circumstance, all of which other provisions
shall remain in full force and effect, and it is the intention of each party to
this Agreement that if any provision of this Agreement is susceptible of two or
more constructions, one of which would render the provision enforceable and the
other or others of which would render the provision unenforceable, then the
provision shall have the meaning which renders it enforceable.

                  15.      ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the Company and the Optionee in respect of the subject
matter of this Agreement, and this Agreement supersedes all prior agreements
between the parties hereto in connection with the subject matter of this
Agreement. No officer, employee or other servant or agent of the Company, and no
servant or agent of the Optionee is authorized to make any representation,
warranty or other promise not contained in this Agreement. No change,
termination or attempted waiver of any of the provisions of this Agreement shall
be binding upon any party hereto unless contained in a writing signed by the
party to be charged.

                  16.      SUCCESSORS AND ASSIGNS. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns (including
successive, as well as immediate, successors and assigns) of the Company.

                  17.      TERMINATION OF ALL OTHER STOCK OPTIONS. The Optionee
agrees that any and all stock options previously granted to him by the Company
(other than this Option and the stock option for 5,000 shares granted March 23,
2000) which are outstanding on the date hereof and any rights that he may have
to receive the grant of a stock option are hereby terminated.

                  Optionee has reviewed this Agreement in its entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Agreement
and fully understands all provisions of this Agreement. Optionee hereby agrees
to accept as binding,


                                      -6-
<PAGE>

conclusive and final all decisions or interpretations of the Administrator upon
any questions arising under this Agreement.


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the date first above written.

                                 COMPANY:
                                 -------

                                 R.G. BARRY CORPORATION


                                 By:/s/ Gordon Zacks
                                 -----------------------------------------------
                                 Gordon Zacks
                                 Chairman and Chief Executive Officer


                                 OPTIONEE:
                                 ---------


                                 /s/ Richard Decamp
                                 -----------------------------------------------
                                 Richard DeCamp

                                 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                                 ---------------------------------
                                 Street Address

                                 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                                 ---------------------------------
                                 City, State, Zip Code

                                 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                                 ---------------------------------
                                 Social Security Number




                                      -7-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>l96354aexv23.txt
<DESCRIPTION>EX-23
<TEXT>
<PAGE>



                                   EXHIBIT 23
                                   ----------



                          INDEPENDENT AUDITORS' CONSENT



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
September 16, 2002




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>7
<FILENAME>l96354aexv24.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 Stock Option Agreement, effective as of August
7, 2000, between the Company and Richard L. Burrell, the Stock Option Agreement,
effective as of August 7, 2000, between the Company and Howard Eisenberg, the
Stock Option Agreement, effective as of July 2, 2001, between the Company and
Richard DeCamp, and the Stock Option Agreement (Other Option Grant), effective
as of December 26, 2001, between the Company and William Lenich, 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 22nd
day of August, 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 Stock Option Agreement, effective as of August
7, 2000, between the Company and Richard L. Burrell, the Stock Option Agreement,
effective as of August 7, 2000, between the Company and Howard Eisenberg, the
Stock Option Agreement, effective as of July 2, 2001, between the Company and
Richard DeCamp, and the Stock Option Agreement (Other Option Grant), effective
as of December 26, 2001, between the Company and William Lenich, 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 22nd
day of August, 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 Stock Option Agreement, effective as of August
7, 2000, between the Company and Richard L. Burrell, the Stock Option Agreement,
effective as of August 7, 2000, between the Company and Howard Eisenberg, the
Stock Option Agreement, effective as of July 2, 2001, between the Company and
Richard DeCamp, and the Stock Option Agreement (Other Option Grant), effective
as of December 26, 2001, between the Company and William Lenich, 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 22nd
day of August, 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 Stock Option Agreement, effective as of August 7, 2000,
between the Company and Richard L. Burrell, the Stock Option Agreement,
effective as of August 7, 2000, between the Company and Howard Eisenberg, the
Stock Option Agreement, effective as of July 2, 2001, between the Company and
Richard DeCamp, and the Stock Option Agreement (Other Option Grant), effective
as of December 26, 2001, between the Company and William Lenich, 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 22nd
day of August, 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 Stock Option Agreement, effective as of August 7, 2000,
between the Company and Richard L. Burrell, the Stock Option Agreement,
effective as of August 7, 2000, between the Company and Howard Eisenberg, the
Stock Option Agreement, effective as of July 2, 2001, between the Company and
Richard DeCamp, and the Stock Option Agreement (Other Option Grant), effective
as of December 26, 2001, between the Company and William Lenich, 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 22nd
day of August, 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 Stock Option Agreement, effective as of August 7, 2000,
between the Company and Richard L. Burrell, the Stock Option Agreement,
effective as of August 7, 2000, between the Company and Howard Eisenberg, the
Stock Option Agreement, effective as of July 2, 2001, between the Company and
Richard DeCamp, and the Stock Option Agreement (Other Option Grant), effective
as of December 26, 2001, between the Company and William Lenich, 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 22nd
day of August, 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 Stock Option Agreement, effective as of August 7, 2000,
between the Company and Richard L. Burrell, the Stock Option Agreement,
effective as of August 7, 2000, between the Company and Howard Eisenberg, the
Stock Option Agreement, effective as of July 2, 2001, between the Company and
Richard DeCamp, and the Stock Option Agreement (Other Option Grant), effective
as of December 26, 2001, between the Company and William Lenich, 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 August, 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 Stock Option Agreement, effective as of August 7, 2000,
between the Company and Richard L. Burrell, the Stock Option Agreement,
effective as of August 7, 2000, between the Company and Howard Eisenberg, the
Stock Option Agreement, effective as of July 2, 2001, between the Company and
Richard DeCamp, and the Stock Option Agreement (Other Option Grant), effective
as of December 26, 2001, between the Company and William Lenich, 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 22nd
day of August, 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 Stock Option Agreement, effective as of August 7, 2000,
between the Company and Richard L. Burrell, the Stock Option Agreement,
effective as of August 7, 2000, between the Company and Howard Eisenberg, the
Stock Option Agreement, effective as of July 2, 2001, between the Company and
Richard DeCamp, and the Stock Option Agreement (Other Option Grant), effective
as of December 26, 2001, between the Company and William Lenich, 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 22nd
day of August, 2002.




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









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