As filed with the Securities and Exchange Commission on June ___, 1996
                                           Registration No. 333-______________


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                      ----------------------------------

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      ----------------------------------

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

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


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


                            R. G. Barry Corporation
                 Stock Option Plan for Non-Employee Directors
                           (Full title of the plan)

                                               Copy to:
Richard L. Burrell                             Elizabeth Turrell Farrar, Esq.
R. G. Barry Corporation                        Vorys, Sater, Seymour and Pease
13405 Yarmouth Road, N.W.                      52 East Gay Street
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
- --------------------------------------------------------------------------------
                                   Proposed          Proposed
Title of                            maximum           maximum
securities         Amount          offering          aggregate      Amount of
to be              to be             price           offering      registration
registered       registered         per unit (1)       price (1)       fee
- --------------------------------------------------------------------------------
Common Shares,     62,500      $14.20 for 31,250     $883,203         $305
$1.00 Par Value                  common shares;
                              $14.0625 for 31,250
                                 common shares
- --------------------------------------------------------------------------------

(1)   Estimated  solely for the purpose of calculating the aggregate  offering
      price and the  registration  fee  pursuant  to Rules  457(c)  and 457(h)
      promulgated  under the Securities Act of 1933, as amended,  and computed
      on the basis of: (a) $14.20 per share for 31,250 of the Common Shares to
      be  registered,  which is the price at which  options to  purchase  such
      Common Shares may be exercised; and (b) $14.0625 per share for 31,250 of
      the Common Shares to be registered, which is the average of the high and
      low sales prices of the Common  Shares as reported on the New York Stock
      Exchange on June 24, 1996.

                              Page 1 of 43 Pages.
      Index to Exhibits at Page II-17 (Page 18 as sequentially numbered).


<PAGE>





                                     II-19
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

            The Annual Report on Form 10-K for the fiscal year ended  December
30, 1995 of R. G. Barry  Corporation (the  "Registrant") and all other reports
filed with the Securities and Exchange Commission (the "Commission")  pursuant
to the  requirements  of  Section  13(a) or  Section  15(d) of the  Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act"),  since that date are
hereby incorporated by reference.

            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 B
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 June 6, 1995, and all  amendments  thereto or reports filed for the purpose
of updating such  descriptions  heretofore  filed by the  Registrant  with the
Commission, are hereby incorporated by reference.

            Any  definitive  Proxy  Statement or Information  Statement  filed
pursuant  to Section 14 of the  Exchange  Act and all  documents  which may be
filed with the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange
Act  subsequent to the date hereof and prior to the completion of the offering
contemplated  hereby,  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;  provided, however, that no report of the Compensation Committee of
the Board of Directors of the  Registrant  on  executive  compensation  and no
performance  graph included in any Proxy  Statement or  Information  Statement
filed  pursuant  to  Section  14 of the  Exchange  Act  shall be  deemed to be
incorporated herein by reference.


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

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

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

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

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

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

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

               (c)   By the shareholders;

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

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

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

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

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

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

          (6) The  indemnification  authorized  by this  section  shall not be
     exclusive  of, and shall be in addition to, any other  rights  granted to
     those seeking  indemnification under the articles,  the regulations,  any
     agreement,  a  vote  of  shareholders  or  disinterested   directors,  or
     otherwise,  both as to  action  in their  official  capacities  and as to
     action in another capacity while holding their offices or positions,  and
     shall  continue as to a person who has ceased to be a director,  trustee,
     officer,  employee,  member,  manager,  or agent and  shall  inure to the
     benefit of the heirs, executors, and administrators of such a person.

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

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

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

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

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

     II.  Court-Approved  Indemnification.  Anything  contained  in these
     Articles,  the  Regulations  of the  Corporation or elsewhere to the
     contrary notwithstanding:

          (A) the  Corporation  shall not indemnify any officer or director of
     the  Corporation  who  was a  party  to  any  completed  action  or  suit
     instituted by or in the right of the Corporation to procure a judgment in
     its favor by reason  of the fact that he is or was a  director,  officer,
     employee or agent of the Corporation, or is or was serving at the request
     of the Corporation as a director,  trustee, officer, employee or agent of
     another  corporation  (domestic  or foreign,  nonprofit  or for  profit),
     partnership,  joint venture, trust or other enterprise, in respect of any
     claim,  issue or matter  asserted  in such  action or suit as to which he
     shall have been adjudged to be liable for acting with reckless  disregard
     for the best  interests  of the  Corporation  or  misconduct  (other than
     negligence)  in the  performance  of his duty to the  Corporation or such
     other entity unless and only to the extent that the Court of Common Pleas
     of Fairfield  County,  Ohio or the court in which such action or suit was
     brought shall determine upon application that,  despite such adjudication
     of  liability,  and in view of all the  circumstances  of the case, he is
     fairly and reasonably  entitled to such indemnity as such Court of Common
     Pleas or such other court shall deem proper; and

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

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

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

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

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

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

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

     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 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  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.




<PAGE>


Item 8.  Exhibits.

          See the Index to Exhibits attached hereto at page II-17.


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  by  the
      Registrant  pursuant  to Section 13 or Section  15(d) of the  Securities
      Exchange  Act of  1934  that  are  incorporated  by  reference  in  this
      registration statement.

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

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

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

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



<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
25th day of June, 1996.

                            R. G. BARRY CORPORATION



                                 By:  /s/ Richard L. Burrell
                                      ----------------------------------
                                          Richard L. Burrell,
                                          Senior Vice President-Finance,
                                          Secretary and Treasurer


         Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by the  following  persons  in the
capacities indicated on the 25th day of June, 1996.

Signature                                 Title

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

*Richard L. Burrell                       Senior Vice President-Finance,
Richard L. Burrell                        Treasurer, Secretary and Director

*Christian Galvis                         Executive Vice President-Operations
Christian Galvis                          and Director

                                          Executive Vice President-Sales and
*Charles E. Ostrander                     Marketing and Director
Charles E. Ostrander



*By Power of Attorney


 /s/ Richard L. Burrell
Richard L. Burrell
(Attorney-in-Fact)



*Leopold Abraham II                       Director
Leopold Abraham II


*Philip G. Barach                         Director
Philip G. Barach


*William Giovanello                       Director
William Giovanello


*Harvey M. Krueger                        Director
Harvey M. Krueger


*Edward M. Stan                           Director
Edward M. Stan



*By Power of Attorney


 /s/ Richard L. Burrell
Richard L. Burrell
(Attorney-in-Fact)





<PAGE>


                               INDEX TO EXHIBITS


 Exhibit No.         Description                          Page No.
   4(a)      Trust Indenture, dated as of July    Incorporated herein by
             1, 1972, by and between              reference to Registrant's
             Registrant and The Huntington        Registration Statement on
             National Bank of Columbus, as        Form S-1, filed June 27, 1972
             Trustee                              (Registration No. 2-44432)
                                                  [Exhibit 4(a)]

   4(b)      First Supplemental Trust             Incorporated herein by
             Indenture, dated as of May 2,        reference to Registrant's
             1975, by and between Registrant      Registration Statement on
             and The Huntington National Bank     Form S-7, filed March 3, 1978
             of Columbus, as Trustee              (Registration No. 2-60888)
                                                  [Exhibit 2(b)(ii)]

   4(c)      Second Supplemental Trust            Incorporated herein by
             Indenture, dated as of April 1,      reference to Registrant's
             1978, by and between Registrant      Registration Statement on
             and The Huntington National Bank     Form S-7, filed March 3, 1978
             of Columbus, as Trustee              (Registration No. 2-60888)
                                                  [Exhibit 2(b)(iii)]

   4(d)      Third Supplemental Indenture,        Incorporated herein by
             dated as of June 22, 1984,           reference to Registrant's
             between Registrant and The           Current Report on Form 8-K
             Huntington National Bank, as         dated June 22, 1984, filed
             Trustee                              June 26, 1984 (File No.
                                                  1-7231) [Exhibit 4(d)]

   4(e)      Fourth Supplemental Trust            Incorporated herein by
             Indenture, dated as of February      reference to Registrant's
             27, 1985, between Registrant and     Annual Report on Form 10-K
             The Huntington National Bank, as     for the fiscal year ended
             Trustee                              December 29, 1984 (File No.
                                                  0-12667)
                                                  [Exhibit 4(e)]

   4(f)      Revolving Credit Agreement, made     Incorporated herein by
             to be effective on February 28,      reference to Registrant's
             1996, among Registrant, The Bank     Annual Report on Form 10-K
             of New York, The Huntington          for the fiscal year ended
             National Bank and NBD Bank           December 30, 1995 (File No.
                                                  1-8769)
                                                  [Exhibit 4(f)]

   4(g)      Note Agreement, dated July 5,        Incorporated herein by
             1994, between Registrant and         reference to Registrant's
             Metropolitan Life Insurance          Registration Statement on
             Company                              Form S-3, filed July 21, 1994
                                                  (Registration No. 33-81820)
                                                  [Exhibit 4(t)]

   4(h)      Articles of Incorporation of         Incorporated herein by
             Registrant, as amended               reference to Registrant's
                                                  Annual Report on Form 10-K
                                                  for the fiscal year ended
                                                  December 30, 1995 (File No.
                                                  1-8769)
                                                  [Exhibit 3(a)]

   4(i)      Regulations of Registrant, as        Incorporated herein by
             amended                              reference to Registrant's
                                                  Annual Report on Form 10-K
                                                  for the fiscal year ended
                                                  January 2, 1988 (File No.
                                                  0-12667)
                                                  [Exhibit 3(b)]

   4(j)      Rights Agreement, dated as of        Incorporated herein by
             February 29, 1988, between           reference to Registrant's
             Registrant and The Huntington        Current Report on Form 8-K
             National Bank                        dated March 14, 1988, filed
                                                  March 15, 1988 (File No.
                                                  0-12667) [Exhibit 4]

   4(k)      R. G. Barry Corporation Stock        Pages 21 through 29.
             Option Plan for Non-Employee
             Directors (as amended to reflect
             share splits through June 3, 1996)

    5        Opinion of Vorys, Sater, Seymour     Pages 30 and 31.
             and Pease, counsel to Registrant

  23(a)      Consent of Independent Auditors      Pages 32 and 33.

  23(b)      Consent of Vorys, Sater, Seymour     Filed as part of Exhibit 5
             and Pease, counsel to Registrant     hereof.


   24        Powers of Attorney                    Pages 34 through 43.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 46767}]
{"company-data": {"conformed-name": "BARRY R G CORP /OH/", "cik": "0000749872", "assigned-sic": "3140", "irs-number": "314362899", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06875", "film-number": "96586110"}, "business-address": {"street1": "13405 YARMOUTH RD NW", "city": "PICKERINGTON", "state": "OH", "zip": "43147", "phone": "6148646400"}, "mail-address": {"street2": "13405 YARMOUTH RD NW", "city": "PICKERINGTON", "state": "OH", "zip": "43147"}}
As filed with the Securities and Exchange Commission on June ___, 1996
                                           Registration No. 333-______________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                      ----------------------------------

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      ----------------------------------

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

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

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

                            R. G. Barry Corporation
                 Stock Option Plan for Non-Employee Directors
                           (Full title of the plan)

                                               Copy to:
Richard L. Burrell                             Elizabeth Turrell Farrar, Esq.
R. G. Barry Corporation                        Vorys, Sater, Seymour and Pease
13405 Yarmouth Road, N.W.                      52 East Gay Street
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
- --------------------------------------------------------------------------------
                                   Proposed          Proposed
Title of                            maximum           maximum
securities         Amount          offering          aggregate      Amount of
to be              to be             price           offering      registration
registered       registered         per unit (1)       price (1)       fee
- --------------------------------------------------------------------------------
Common Shares,     62,500      $14.20 for 31,250     $883,203         $305
$1.00 Par Value                  common shares;
                              $14.0625 for 31,250
                                 common shares
- --------------------------------------------------------------------------------

(1)   Estimated  solely for the purpose of calculating the aggregate  offering
      price and the  registration  fee  pursuant  to Rules  457(c)  and 457(h)
      promulgated  under the Securities Act of 1933, as amended,  and computed
      on the basis of: (a) $14.20 per share for 31,250 of the Common Shares to
      be  registered,  which is the price at which  options to  purchase  such
      Common Shares may be exercised; and (b) $14.0625 per share for 31,250 of
      the Common Shares to be registered, which is the average of the high and
      low sales prices of the Common  Shares as reported on the New York Stock
      Exchange on June 24, 1996.

                              Page 1 of 43 Pages.
      Index to Exhibits at Page II-17 (Page 18 as sequentially numbered).
II-19
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

            The Annual Report on Form 10-K for the fiscal year ended  December
30, 1995 of R. G. Barry  Corporation (the  "Registrant") and all other reports
filed with the Securities and Exchange Commission (the "Commission")  pursuant
to the  requirements  of  Section  13(a) or  Section  15(d) of the  Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act"),  since that date are
hereby incorporated by reference.

            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 B
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 June 6, 1995, and all  amendments  thereto or reports filed for the purpose
of updating such  descriptions  heretofore  filed by the  Registrant  with the
Commission, are hereby incorporated by reference.

            Any  definitive  Proxy  Statement or Information  Statement  filed
pursuant  to Section 14 of the  Exchange  Act and all  documents  which may be
filed with the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange
Act  subsequent to the date hereof and prior to the completion of the offering
contemplated  hereby,  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;  provided, however, that no report of the Compensation Committee of
the Board of Directors of the  Registrant  on  executive  compensation  and no
performance  graph included in any Proxy  Statement or  Information  Statement
filed  pursuant  to  Section  14 of the  Exchange  Act  shall be  deemed to be
incorporated herein by reference.

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

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

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

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

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

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

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

               (c)   By the shareholders;

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

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

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

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

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

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

          (6) The  indemnification  authorized  by this  section  shall not be
     exclusive  of, and shall be in addition to, any other  rights  granted to
     those seeking  indemnification under the articles,  the regulations,  any
     agreement,  a  vote  of  shareholders  or  disinterested   directors,  or
     otherwise,  both as to  action  in their  official  capacities  and as to
     action in another capacity while holding their offices or positions,  and
     shall  continue as to a person who has ceased to be a director,  trustee,
     officer,  employee,  member,  manager,  or agent and  shall  inure to the
     benefit of the heirs, executors, and administrators of such a person.

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

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

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

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

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

     II.  Court-Approved  Indemnification.  Anything  contained  in these
     Articles,  the  Regulations  of the  Corporation or elsewhere to the
     contrary notwithstanding:

          (A) the  Corporation  shall not indemnify any officer or director of
     the  Corporation  who  was a  party  to  any  completed  action  or  suit
     instituted by or in the right of the Corporation to procure a judgment in
     its favor by reason  of the fact that he is or was a  director,  officer,
     employee or agent of the Corporation, or is or was serving at the request
     of the Corporation as a director,  trustee, officer, employee or agent of
     another  corporation  (domestic  or foreign,  nonprofit  or for  profit),
     partnership,  joint venture, trust or other enterprise, in respect of any
     claim,  issue or matter  asserted  in such  action or suit as to which he
     shall have been adjudged to be liable for acting with reckless  disregard
     for the best  interests  of the  Corporation  or  misconduct  (other than
     negligence)  in the  performance  of his duty to the  Corporation or such
     other entity unless and only to the extent that the Court of Common Pleas
     of Fairfield  County,  Ohio or the court in which such action or suit was
     brought shall determine upon application that,  despite such adjudication
     of  liability,  and in view of all the  circumstances  of the case, he is
     fairly and reasonably  entitled to such indemnity as such Court of Common
     Pleas or such other court shall deem proper; and

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

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

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

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

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

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

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

     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 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  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 II-17.

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  by  the
      Registrant  pursuant  to Section 13 or Section  15(d) of the  Securities
      Exchange  Act of  1934  that  are  incorporated  by  reference  in  this
      registration statement.

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

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

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

C.    Insofar as indemnification  for liabilities arising under the Securities
      Act of 1933 may be permitted  to  directors,  officers  and  controlling
      persons  of the  Registrant  pursuant  to the  provisions  described  in
      Item 6 of this Part II,  or otherwise,  the  Registrant has been advised
      that in the  opinion of the  Securities  and  Exchange  Commission  such
      indemnification  is against  public  policy as  expressed in the Act and
      is,   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.
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
25th day of June, 1996.

                            R. G. BARRY CORPORATION

                                 By:  /s/ Richard L. Burrell
                                      ----------------------------------
                                          Richard L. Burrell,
                                          Senior Vice President-Finance,
                                          Secretary and Treasurer

         Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by the  following  persons  in the
capacities indicated on the 25th day of June, 1996.

Signature                                 Title

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

*Richard L. Burrell                       Senior Vice President-Finance,
Richard L. Burrell                        Treasurer, Secretary and Director

*Christian Galvis                         Executive Vice President-Operations
Christian Galvis                          and Director

                                          Executive Vice President-Sales and
*Charles E. Ostrander                     Marketing and Director
Charles E. Ostrander

*By Power of Attorney

 /s/ Richard L. Burrell
Richard L. Burrell
(Attorney-in-Fact)

*Leopold Abraham II                       Director
Leopold Abraham II

*Philip G. Barach                         Director
Philip G. Barach

*William Giovanello                       Director
William Giovanello

*Harvey M. Krueger                        Director
Harvey M. Krueger

*Edward M. Stan                           Director
Edward M. Stan

*By Power of Attorney

 /s/ Richard L. Burrell
Richard L. Burrell
(Attorney-in-Fact)
INDEX TO EXHIBITS

 Exhibit No.         Description                          Page No.
   4(a)      Trust Indenture, dated as of July    Incorporated herein by
             1, 1972, by and between              reference to Registrant's
             Registrant and The Huntington        Registration Statement on
             National Bank of Columbus, as        Form S-1, filed June 27, 1972
             Trustee                              (Registration No. 2-44432)
                                                  [Exhibit 4(a)]

   4(b)      First Supplemental Trust             Incorporated herein by
             Indenture, dated as of May 2,        reference to Registrant's
             1975, by and between Registrant      Registration Statement on
             and The Huntington National Bank     Form S-7, filed March 3, 1978
             of Columbus, as Trustee              (Registration No. 2-60888)
                                                  [Exhibit 2(b)(ii)]

   4(c)      Second Supplemental Trust            Incorporated herein by
             Indenture, dated as of April 1,      reference to Registrant's
             1978, by and between Registrant      Registration Statement on
             and The Huntington National Bank     Form S-7, filed March 3, 1978
             of Columbus, as Trustee              (Registration No. 2-60888)
                                                  [Exhibit 2(b)(iii)]

   4(d)      Third Supplemental Indenture,        Incorporated herein by
             dated as of June 22, 1984,           reference to Registrant's
             between Registrant and The           Current Report on Form 8-K
             Huntington National Bank, as         dated June 22, 1984, filed
             Trustee                              June 26, 1984 (File No.
                                                  1-7231) [Exhibit 4(d)]

   4(e)      Fourth Supplemental Trust            Incorporated herein by
             Indenture, dated as of February      reference to Registrant's
             27, 1985, between Registrant and     Annual Report on Form 10-K
             The Huntington National Bank, as     for the fiscal year ended
             Trustee                              December 29, 1984 (File No.
                                                  0-12667)
                                                  [Exhibit 4(e)]

   4(f)      Revolving Credit Agreement, made     Incorporated herein by
             to be effective on February 28,      reference to Registrant's
             1996, among Registrant, The Bank     Annual Report on Form 10-K
             of New York, The Huntington          for the fiscal year ended
             National Bank and NBD Bank           December 30, 1995 (File No.
                                                  1-8769)
                                                  [Exhibit 4(f)]

   4(g)      Note Agreement, dated July 5,        Incorporated herein by
             1994, between Registrant and         reference to Registrant's
             Metropolitan Life Insurance          Registration Statement on
             Company                              Form S-3, filed July 21, 1994
                                                  (Registration No. 33-81820)
                                                  [Exhibit 4(t)]

   4(h)      Articles of Incorporation of         Incorporated herein by
             Registrant, as amended               reference to Registrant's
                                                  Annual Report on Form 10-K
                                                  for the fiscal year ended
                                                  December 30, 1995 (File No.
                                                  1-8769)
                                                  [Exhibit 3(a)]

   4(i)      Regulations of Registrant, as        Incorporated herein by
             amended                              reference to Registrant's
                                                  Annual Report on Form 10-K
                                                  for the fiscal year ended
                                                  January 2, 1988 (File No.
                                                  0-12667)
                                                  [Exhibit 3(b)]

   4(j)      Rights Agreement, dated as of        Incorporated herein by
             February 29, 1988, between           reference to Registrant's
             Registrant and The Huntington        Current Report on Form 8-K
             National Bank                        dated March 14, 1988, filed
                                                  March 15, 1988 (File No.
                                                  0-12667) [Exhibit 4]

   4(k)      R. G. Barry Corporation Stock        Pages 21 through 29.
             Option Plan for Non-Employee
             Directors (as amended to reflect
             share splits through June 3, 1996)

    5        Opinion of Vorys, Sater, Seymour     Pages 30 and 31.
             and Pease, counsel to Registrant

  23(a)      Consent of Independent Auditors      Pages 32 and 33.

  23(b)      Consent of Vorys, Sater, Seymour     Filed as part of Exhibit 5
             and Pease, counsel to Registrant     hereof.

   24        Powers of Attorney                    Pages 34 through 43.