As Filed with the Securities and Exchange Commission on August 25, 1999
                         Registration Statement No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                          CATHERINES STORES CORPORATION
             (Exact name of registrant as specified in its charter)

                  Tennessee                     62-1350411
          (State of Incorporation) (I.R.S. Employer Identification No.)

                                3742 Lamar Avenue
                            Memphis, Tennessee 38118
                    (Address of principal executive offices)

      CATHERINES STORES CORPORATION 1994 OMNIBUS INCENTIVE PLAN, AS AMENDED
                            (Full Title of the Plan)

                                 DAVID C. FORELL
                          Executive Vice President and
                             Chief Financial Officer
                                3742 Lamar Avenue
                            Memphis, Tennessee 38118
                                 (901) 363-3900
            (Name, address and telephone number of agent for service)
                                (with copies to:)
                             SAMUEL D. CHAFETZ, ESQ.
                                   Waring Cox
                               50 N. Front Street
                                   Suite 1300
                            Memphis, Tennessee 38103


                         CALCULATION OF REGISTRATION FEE
<TABLE>

<S>                             <C>                    <C>                   <C>                 <C>
                                                                              Proposed
                                                       Proposed                Maximum
                                                        Maximum               Aggregate           Amount of
Title Of Securities            Amount To Be          Offering Price           Offering          Registration
 To Be Registered               Registered            Per Share(1)            Price(1)             Fee(1)
------------------            --------------         ---------------          ---------        --------------
Option and Shares,
Common Stock,
$0.01 par value . . . .        500,000 shares            $14.09              $7,045,000           $1,958.51
=========================== ====================  ===================  ===================== ===================

</TABLE>

(1)Estimated solely for the purpose of calculating the registration fee pursuant
to Rule  457(c)  based upon the average of the high and low prices of the Common
Stock on the NASDAQ National Market System on August 20, 1999.


<PAGE>



                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     All  information  required by Part I to be contained in the  Prospectus  is
omitted from the  Registration  Statement in accordance  with Rule 428 under the
Securities Act of 1933, as amended (the "1933 Act").


                                     PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange  Commission
are incorporated herein by reference:

     1. The  Registrant's  Annual Report on Form 10-K for the year ended January
30, 1999.

     2. All reports filed by the  Registrant  pursuant to Section 13(a) or 15(d)
of the  Securities  Exchange  Act of 1934 (the "1934  Act") since the end of the
fiscal year ended January 30, 1999.

     3. The  description  of the  Registrant's  Common  Stock  contained  in its
Registration  Statement on Form 8-A filed with the  Commission on June 24, 1991,
pursuant to Section 12(b) of the 1934 Act.

     4. The Registration Statement on Form S-8 (File No. 33-79598) pertaining to
the Catherines Stores Corporation 1994 Omnibus Incentive Plan.

     All documents  subsequently  filed by the  registrant  pursuant to Sections
13(a),  13(c),  14  and  15(d)  of the  1934  Act,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference herein and to be a part thereof from the date of
filing of such documents.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES

     No response is required to this item.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     No response is required to this item.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 48-18-502 of the Tennessee Business Corporation Act provides that a
Tennessee  corporation  may indemnify an individual  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,
whether  formal  or  informal  (hereinafter,   a  "proceeding")  (other  than  a


                                        2

<PAGE>


proceeding  by or in the  right of the  corporation  in which the  director  was
adjudged liable or in connection with any other proceeding in which the director
was adjudged liable on the basis that he improperly  received  personal benefit)
because he is or was a director of the  corporation  or, while a director of the
corporation,  is or was serving at the request of the corporation as a director,
officer,   partner,  trustee,  employee  or  agent  of  another  corporation  or
enterprise,  against expenses,  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such proceeding if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or, in
certain  circumstances,  not opposed to the best  interests of the  corporation,
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe his conduct was unlawful.

     Section  48-15-503  further  provides  that to the extent a  director  of a
corporation  has been wholly  successful  in the defense of any  proceeding,  he
shall be indemnified against expenses actually and reasonably incurred by him in
connection therewith, unless otherwise limited in the corporation's charter. The
Company's Charter does not limit this right to indemnification.

     Section 48-15-504 of the Tennessee Business Corporation Act provides that a
corporation  may pay for or  reimburse  the  reasonable  expenses  incurred by a
director who is a party to a proceeding in advance of final  disposition  of the
proceeding if the director  furnishes the  corporation a written  affirmation of
his  good  faith  belief  that he met  the  standard  of  conduct  described  in
ss.48-18-502;  he furnishes the  corporation a written  unlimited  obligation to
repay the  advance if it is  ultimately  determined  that he is not  entitled to
indemnification;  and a determination is made that the facts then known to those
making this determination would not preclude indemnification.

     Section  48-18-508  provides that a  corporation  may purchase and maintain
insurance on behalf of a director of the corporation  against liability asserted
against him in that  capacity  or arising out of his status as such,  whether or
not the  corporation  would have the power to  indemnify  him  against  the same
liability under ss.48-18-502 or ss.48-18- 503.

     Section  48-18-507  extends  similar  standards  for   indemnification  and
insurance to officers, employees and agents.

     Section 48-12-102 of the Tennessee Business Corporation Act provides that a
corporation in its charter may eliminate or limit personal  liability of members
of its board of directors or shareholders  for breach of a director's  fiduciary
duty.  However,  no such  provision  may  eliminate or limit the  liability of a
director or  shareholder  for breaching  his duty of loyalty,  failing to act in
good faith,  engaging in  intentional  misconduct or knowingly  violating a law,
voting or assenting  to a  distribution  which was illegal.  A provision of this
type  limits  liability  for  monetary  damages  only and has no  effect  on the
availability  of equitable  remedies,  such as injunctions  or  rescission,  for
breach of fiduciary duty. The Company's Charter contains such a provision.

     The Company's Bylaws provide that the Company shall indemnify  officers and
directors, and to the extent authorized by the Board of Directors, employees and
agents  of the  Company,  to the  full  extent  permitted  by and in the  manner
permissible under the laws of the State of Tennessee. The Bylaws also permit the
Board of Directors to authorize  the Company to purchase and maintain  insurance
against any liability asserted against any director,  officer, employee or agent
of the  Company  arising  out of his  capacity  as  such,  and the  Company  has
purchased such insurance.

     The Company has entered  into and intends to execute  indemnity  agreements
with present and future directors for indemnification of and advance of expenses
to such persons to the full extent permitted by law.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     No response is required to this item.


                                        3

<PAGE>


Item 8.  EXHIBITS

Exhibit Number             Description

   4        Catherines Stores Corporation 1994 Omnibus Incentive Plan,
              as amended

   5        Opinion and Consent of Waring Cox

   23.1     Consent of Waring Cox (contained in Exhibit 5)

   23.2     Consent of Arthur Andersen LLP

   24       Power of Attorney


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 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.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933 (the "1933 Act"), 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 the purposes of
determining  any liability  under the 1933 Act, each filing of the  registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Act) 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 1933 Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  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 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                        4

<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  Memphis,  State of  Tennessee,  on the 25th day of
August, 1999.

                       CATHERINES STORES CORPORATION


                        By: /s/ David C. Forell
                            -------------------
                             David C. Forell
                             Executive Vice President,
                             Chief Financial Officer and Secretary




                                        5

<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that the undersigned  Officers and Directors
of Catherines Stores Corporation, a Tennessee corporation, hereby constitute and
appoint  Bernard  J. Wein and  David C.  Forell  and each of them,  the true and
lawful agents and attorneys-in-fact, and in any one or more of them, to sign for
the  undersigned,  in their  respective  names as Officers and  Directors of the
Corporation,  one  or  more  Registration  Statements  on  Form  S-8  (or  other
appropriate  form) to be filed  with the  Securities  and  Exchange  Commission,
Washington,  D.C.,  under  the  Securities  Act of  1933,  as  amended,  and any
amendment  or  supplement  to  such  Registration  Statement,  relating  to  the
Catherines Stores  Corporation 1994 Omnibus Incentive Plan; hereby ratifying and
confirming  all acts taken by such agents and  attorneys-in-fact,  or any one or
more of them, as herein authorized.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.


<TABLE>

<CAPTION>
Signature                                            Title                              Date

<S>                                         <C>                                         <C>

 /s/ Bernard J. Wein                        Chairman of the Board,                      August 23, 1999
--------------------------------            President and Chief Executive
Bernard J. Wein                             Officer and Director
                                            (Principal Executive Officer)

 /s/ Stanley H. Grossman                    Director                                    August 23, 1999
---------------------------------
Stanley H. Grossman

 /s/ David C. Forell                        Executive Vice President,                   August 23, 1999
--------------------------------            Chief Financial Officer, Secretary
David C. Forell                             and Director (Principal Financial
                                            and Accounting Officer)

 /s/ James H. Lindy                         Director                                    August 23, 1999
-----------------------------------
James H. Lindy

 /s/ Allen B. Morgan, Jr.                   Director                                    August 23, 1999
---------------------------------
Allen B. Morgan, Jr.

 /s/ Wellford L. Sanders, Jr.               Director                                    August 23, 1999
---------------------------------
Wellford L. Sanders, Jr.

 /s/ Elliot J. Stone                        Director                                    August 23, 1999
---------------------------------------
Elliot J. Stone

</TABLE>


                                        6

<PAGE>

EXHIBIT 4

                          CATHERINES STORES CORPORATION

                     1994 OMNIBUS INCENTIVE PLAN, AS AMENDED


1.       Purpose.

     The purpose of the CATHERINES  STORES  CORPORATION  1994 OMNIBUS  INCENTIVE
PLAN (the "Plan") is to further the earnings of CATHERINES STORES CORPORATION, a
Delaware  corporation,  and its  subsidiaries  (collectively,  the "Company") by
assisting  the  Company  in  attracting,  retaining  and  motivating  management
employees and directors of high caliber and potential. The Plan provides for the
award of  long-term  incentives  to those  officers,  other key  executives  and
directors who make  substantial  contributions  to the Company by their loyalty,
industry and invention.

2.       Administration.

     The Plan shall be administered by a committee (the "Committee") selected by
the Board of  Directors  of the Company  (the "Board of  Directors")  consisting
solely of two or more  members  who are  "outside  directors"  as  described  in
Section  162(m) of the Internal  Revenue Code of 1986,  as amended (the "Code").
Except to the extent  permitted  under paragraph 6(h) hereof or Rule 16b-3 under
the  Securities  Exchange  Act of 1934,  as  amended  (the  "1934  Act") (or any
successor rule of similar import),  each Committee member shall be ineligible to
receive,  and  shall  not  have  been,  during  the  one-year  period  prior  to
appointment  thereto,  granted  or awarded  stock  options,  stock  appreciation
rights,  performance  units,  or restricted  stock  pursuant to this Plan or any
other  similar  plan of the Company or any  affiliate  of the  Company.  Without
limiting the foregoing, the Committee shall have full and final authority in its
discretion to interpret  the  provisions of the Plan and to decide all questions
of fact  arising in its  application.  Subject  to the  provisions  hereof,  the
Committee shall have full and final authority in its discretion to determine the
employees  and  directors  to whom  awards  shall be made  under  the  Plan;  to
determine  the type of  awards  to be made and the  amount,  size and  terms and
conditions  of each such  award;  to  determine  the time when  awards  shall be
granted; to determine the provisions of each agreement  evidencing an award; and
to make all other  determinations  necessary or advisable for the administration
of the Plan.

3.       Stock Subject to the Plan.

     The Company may grant awards under the Plan with respect to not more than a
total of  1,150,000  shares of $.01 par value  common  stock of the Company (the
"Shares") (subject,  however, to adjustment as provided in paragraph 20, below).
Such Shares may be authorized and unissued Shares or treasury Shares.  Except as
otherwise  provided  herein,  any Shares subject to an option or right which for
any  reason  is  surrendered   before  exercise  or  expires  or  is  terminated
unexercised  as to such Shares  shall  again be  available  for the  granting of
awards under the Plan.  Similarly,  if any Shares granted pursuant to restricted
stock awards are forfeited,  such forfeited  Shares shall again be available for
the granting of awards under the Plan.

4.       Eligibility to Receive Awards.

     Persons eligible to receive awards under the Plan shall be limited to those
officers,  other key employees and directors of the Company who are in positions
in which their decisions, actions and counsel have a significant impact upon the
profitability  and  success  of  the  Company  (but  excluding  members  of  the
Committee, except as provided in paragraph 6(h)).

                                       7

<PAGE>

5.       Form of Awards.


     Awards may be made from time to time by the  Committee in the form of stock
options to  purchase  Shares,  stock  appreciation  rights,  performance  units,
restricted stock, or any combination of the above.  Stock options may be options
which are  intended to qualify as  incentive  stock  options  ("Incentive  Stock
Options") within the meaning of Section 422(b) of the Code, or options which are
not intended to so qualify ("Nonqualified Stock Options").

6.       Stock Options.

     Stock  options for the  purchase of Shares  shall be  evidenced  by written
agreements in such form not  inconsistent  with the Plan as the Committee  shall
approve from time to time; provided that the maximum number of options which may
be granted to any one grantee  during any  twelve-month  period is 100,000  ((as
adjusted  pursuant to paragraph 20,  below).  Such  agreement  shall contain the
terms and  conditions  applicable  to the options,  including  in substance  the
following terms and conditions:

          (a)  Type of Option.  Each option agreement shall identify the options
               represented  thereby as Incentive  Stock Options or  Nonqualified
               Stock Options, as the case may be, and shall set forth the number
               of Shares subject to the options.

          (b)  Option  Price.  The  option  exercise  price  to be  paid  by the
               optionee  to the  Company  for  each  Share  purchased  upon  the
               exercise of an option shall be determined by the  Committee,  but
               shall in no event be less  than 100  percent  of the fair  market
               value per Share on the date the option is granted,  as determined
               by  the  Committee.   Notwithstanding   anything  herein  to  the
               contrary,  the Committee shall not reprice any options to a lower
               exercise  price at any time during the term of any option granted
               under this Plan.

          (c)  Exercise Term.  Each option  agreement  shall state the period or
               periods  of time  within  which the  -------------  option may be
               exercised,  in whole or in part,  as  determined by the Committee
               and subject to such terms and  conditions as are  prescribed  for
               such purpose by the  Committee,  provided that no option shall be
               exercisable,  except as provided in  paragraph 18 or in the event
               of Retirement (as defined below),  any more rapidly than from (i)
               the first anniversary of the date of grant thereof, to the extent
               of 25% of the Shares covered thereby, (ii) the second anniversary
               of the date of grant thereof,  to the extent of an additional 25%
               of the Shares covered thereby, (iii) the third anniversary of the
               date of grant thereof,  to the extent of an additional 25% of the
               Shares covered  thereby,  and (iv) the fourth  anniversary of the
               date of grant thereof,  to the extent of the remaining 25% of the
               Shares covered  thereby.  The Committee,  in its discretion,  may
               provide in the option  agreement  that the  option  shall  become
               immediately  exercisable,  in whole or in part,  in the  event of
               Retirement.  Notwithstanding  the  foregoing,  no option shall be
               exercisable after ten years from the date of grant.

          (d)  Payment for Shares. The purchase price of the Shares with respect
               to which an option is  exercised  shall be payable in full at the
               time of  exercise  in cash,  Shares at fair  market  value,  or a
               combination  thereof,  as the Committee may determine and subject
               to  such  terms  and  conditions  as  may  be  prescribed  by the
               Committee  for such  purpose.  If the  purchase  price is paid by
               tendering  Shares,  the Committee in its discretion may grant the
               optionee a new stock  option for the number of Shares used to pay
               the purchase price.

          (e)  Rights Upon Termination.  In the event of Termination (as defined
               below) of an optionee's  status as an employee or director of the
               Company for any cause other than  Retirement (as defined  below),
               death or Disability (as defined  below),  the optionee shall have
               the right to exercise the option  during its term within a period
               of three  months  after such  Termination  to the extent that the
               option was exercisable at the time of Termination, or within such
               other period, and subject to such terms and conditions, as may be
               specified by the Committee. (As used herein, "Termination" means,
               (i) in the case of an employee,  the  cessation of the  grantee's
               employment by the Company for any reason,


                                       8
<PAGE>



               and  (ii)  in  the  case  of a  director,  the  cessation  of the
               grantee's service as a director of the Company;  and "Terminates"
               has the corresponding meaning. As used herein, "Retirement" means
               retirement  from active  employment (in the case of an employee),
               or active  service (in the case of a director),  with the Company
               on or after age 62, or such earlier age with the express  written
               consent for  purposes of the Plan of the Company at or before the
               time of such  retirement,  and  "Retires"  has the  corresponding
               meaning. As used herein,  "Disability" means a condition that, in
               the judgment of the Committee,  has rendered a grantee completely
               and presumably  permanently  unable to perform any and every duty
               of his regular  occupation,  and "Disabled" has the corresponding
               meaning).  In the event that an optionee Retires, dies or becomes
               Disabled prior to the expiration of his option and without having
               fully  exercised his option,  the optionee or his Beneficiary (as
               defined below) shall have the right to exercise the option during
               its term within a period of (i) one year after Termination due to
               Retirement,  death or Disability, or (ii) one year after death if
               death  occurs  either  within one year after  Termination  due to
               Retirement or Disability or within three months after Termination
               for other reasons,  to the extent that the option was exercisable
               at the time of death or Termination, or within such other period,
               and subject to such terms and conditions,  as may be specified by
               the Committee. (As used herein, "Beneficiary" means the person or
               persons  designated in writing by the grantee as his  Beneficiary
               with respect to an award under the Plan; or, in the absence of an
               effective  designation  or if the  designated  person or  persons
               predecease the grantee,  the grantee's  Beneficiary  shall be the
               person or persons  who  acquire by  bequest  or  inheritance  the
               grantee's  rights  in  respect  of  an  award).  In  order  to be
               effective,  a grantee's  designation of a Beneficiary  must be on
               file with the Committee  before the grantee's death, but any such
               designation  may be  revoked  and a new  designation  substituted
               therefor at any time before the grantee's death.

          (f)  Nontransferability.  Options  granted under the Plan shall not be
               sold, assigned, transferred, exchanged, pledged, hypothecated, or
               otherwise  encumbered,  other  than  by  will  or by the  laws of
               descent and distribution. During the lifetime of the optionee the
               option is exercisable only by the optionee.

          (g)  Incentive  Stock  Options.  In the  case  of an  Incentive  Stock
               Option,  each  option  shall  be  subject  to  such  other  terms
               conditions and provisions as the Committee  determines  necessary
               or  desirable  in order to qualify  such  option as an  incentive
               stock option within the meaning of Section 422(b) of the Code (or
               any amendment or  substitute  or successor  thereto or regulation
               thereunder),  including in  substance,  without  limitation,  the
               following:

               (i)  The purchase  price of stock  subject to an Incentive  Stock
                    Option shall not be less than 100 percent of the fair market
                    value of such  stock on the date the option is  granted,  as
                    determined by the Committee.

               (ii) The aggregate  fair market value  (determined as of the time
                    the option is  granted)  of the stock with  respect to which
                    incentive  stock options are  exercisable for the first time
                    by an optionee in any calendar  year (under all plans of the
                    Company and its subsidiary corporations (which term, as used
                    hereinafter,  shall  have the  meaning  ascribed  thereto in
                    Section  424(f)  of the  Code  (or  successor  provision  of
                    similar import))) shall not exceed $100,000.

               (iii)No  Incentive  Stock Option shall be granted to any employee
                    if at the time the option is  granted  the  individual  owns
                    stock  possessing more than 10 percent of the total combined
                    voting  power of all classes of stock of the Company or of a
                    subsidiary  corporation  of the Company,  unless at the time
                    such  option is  granted  the  option  price is at least 110
                    percent  of the fair  market  value  (as  determined  by the
                    Committee) of the stock subject to the option

                                       9

<PAGE>

                    and such  option by its terms is not  exercisable  after the
                    expiration of five years from the date of grant.

               (iv) Directors  who are not employees of the Company shall not be
                    eligible to receive Incentive Stock Options.

               (v)  In the  event of  Termination  of  employment  by  reason of
                    Retirement,  if an Incentive Stock Option is exercised after
                    the  expiration  of the  exercise  periods  that  apply  for
                    purposes  of  Section  422  of the  Code,  the  option  will
                    thereafter be treated as a Nonqualified Stock Option.

          (h)  Automatic   Grant   of   Options   to   Nonemployee    Directors.
               Notwithstanding  any other  provision  of the Plan,  the grant of
               options  hereunder to directors who are not also employees of the
               Company  ("Nonemployee   Directors")  shall  be  subject  to  the
               following terms and conditions:

               (i)  Immediately  following each of the nine  consecutive  annual
                    meetings  of  the   stockholders  of  the  Company  ("Annual
                    Meeting")  beginning  with the  1994  Annual  Meeting,  each
                    Nonemployee  Director of the  Company who is then  incumbent
                    shall be granted a  Nonqualified  Stock  Option to  purchase
                    2,500 Shares (as adjusted pursuant to paragraph 20, below).

               (ii) If, during the period beginning with the 1994 Annual Meeting
                    and ending with the 2003 Annual Meeting, a person is elected
                    or appointed as a Nonemployee  Director of the Company other
                    than at an Annual  Meeting,  such person shall  thereupon be
                    granted a Nonqualified Stock Option to purchase 2,500 Shares
                    (as adjusted pursuant to paragraph 20, below).

               (iii)The purchase  price of stock subject to an option granted to
                    Nonemployee  Directors  under this  paragraph  6(h) shall be
                    equal to 100 percent of the fair market  value of such stock
                    on the date the  option is  granted,  as  determined  by the
                    Committee.

               (iv) Except as provided in paragraph  18, each option  granted to
                    Nonemployee Directors under this paragraph 6(h) shall not be
                    exercisable   until  one  year  after  the  date  of  grant;
                    provided,  however,  that no portion of the option  shall be
                    exercisable  any earlier  than the date the Plan is approved
                    by the stockholders of the Company.

               (v)  Unless  otherwise  provided in the Plan, all provisions with
                    respect to the terms of Nonqualified Stock Options hereunder
                    shall  be  applicable  to  options  granted  to  Nonemployee
                    Directors under this paragraph 6(h).

               (vi) The automatic  grants described in this paragraph 6(h) shall
                    constitute  the only awards  under the Plan  permitted to be
                    made to Nonemployee Directors.

7.       Stock Appreciation Rights.

     Stock  appreciation  rights  (SARs)  shall  be  evidenced  by  written  SAR
agreements in such form not  inconsistent  with the Plan as the Committee  shall
approve from time to time; provided that the maximum number of SARs which may be
granted to any one  grantee  during  any  twelve-month  period is  100,000  ((as
adjusted pursuant to paragraph 20, below). Such SAR agreements shall contain the
terms  and  conditions  applicable  to the  SARs,  including  in  substance  the
following terms and conditions:


                                       10

<PAGE>

          (a)  Award.  SARs may be granted in  connection  with a previously  or
               contemporaneously granted stock ----- option, or independently of
               a stock option.  SARs shall entitle the grantee,  subject to such
               terms and  conditions as may be determined by the  Committee,  to
               receive upon  exercise  thereof all or a portion of the excess of
               (i) the fair market value at the time of exercise,  as determined
               by the Committee, of a specified number of Shares with respect to
               which the SAR is  exercised,  over (ii) a  specified  price which
               shall not be less than 100  percent of the fair  market  value of
               the  Shares  at the time the SAR is  granted,  or,  if the SAR is
               granted in connection with a previously issued stock option,  not
               less than 100 percent of the fair  market  value of the Shares at
               the time such option was  granted.  Upon  exercise of a SAR,  the
               number of Shares reserved for issuance hereunder shall be reduced
               by the number of Shares  covered by the SAR.  Shares covered by a
               SAR shall not be used more than once to  calculate  the amount to
               be received pursuant to the exercise of the SAR.

          (b)  SARs Related to Stock Options. If a SAR is granted in relation to
               a stock option,  (i) the SAR shall  -----------------------------
               be exercisable  only at such times,  and by such persons,  as the
               related  option  is  exercisable;  (ii)  the  grantee's  right to
               exercise  the  related  option  shall be  canceled  if and to the
               extent  that  the  Shares  subject  to the  option  are  used  to
               calculate  the amount to be  received  upon the  exercise  of the
               related SAR;  (iii) the  grantee's  right to exercise the related
               SAR  shall be  canceled  if and to the  extent  that  the  Shares
               subject to the SAR are purchased upon the exercise of the related
               option;  and (iv) the SAR shall not be transferable other than by
               will or by the laws of  descent  and  distribution,  and shall be
               exercisable  during  the  lifetime  of the  grantee  only by him.
               Notwithstanding  anything  herein to the contrary,  the Committee
               shall  not  reprice  any  SARs  previously  awarded  to  a  lower
               specified base price at any time during the term of such SAR.

          (c)  Term.  Each SAR  agreement  shall  state the period or periods of
               time within which the SAR may ---- be  exercised,  in whole or in
               part,  as  determined  by the Committee and subject to such terms
               and  conditions  as  are  prescribed  for  such  purpose  by  the
               Committee,  provided that no SAR shall be exercisable,  except as
               provided  in  paragraph  18 or in the  event  of  Retirement  (as
               defined  below),  any  more  rapidly  than  from  (i)  the  first
               anniversary of the date of grant thereof, to the extent of 25% of
               the Shares covered  thereby,  (ii) the second  anniversary of the
               date of grant thereof,  to the extent of an additional 25% of the
               Shares covered thereby,  (iii) the third  anniversary of the date
               of grant  thereof,  to the  extent  of an  additional  25% of the
               Shares covered  thereby,  and (iv) the fourth  anniversary of the
               date of grant thereof,  to the extent of the remaining 25% of the
               Shares covered  thereby.  The Committee,  in its discretion,  may
               provide  in  the  SAR   agreement   that  the  SAR  shall  become
               immediately  exercisable,  in whole or in part,  in the  event of
               Retirement.  Notwithstanding  the  foregoing,  no  SAR  shall  be
               exercisable after ten years from the date of grant.

          (d)  Termination.  SARs shall be exercisable only during the grantee's
               tenure as an employee or director of the Company, except that, in
               the  discretion of the Committee,  a SAR may be made  exercisable
               for up to three  months after the grantee is  Terminated  for any
               reason other than Retirement,  death or Disability, and for up to
               one year after the grantee is Terminated  because of  Retirement,
               death or Disability.

          (e)  Payment.  Upon exercise of a SAR,  payment shall be made in cash,
               in Shares at fair market value on the date of  exercise,  or in a
               combination  thereof,  as the Committee may determine at the time
               of exercise.

          (f)  Other Terms.  SARs shall be granted in such manner and such form,
               and  subject  to such  additional  terms and  conditions,  as the
               Committee in its sole  discretion  deems  necessary or desirable,
               including without  limitation:  (i) if granted in connection with
               an Incentive Stock Option,  in order to satisfy any  requirements
               set forth  under  Section  422 of the Code;  or, (ii) in order to
               avoid any insidertrading liability in connection with a SAR under
               Section 16(b) of the 1934 Act.


                                       11
<PAGE>


8.       Restricted Stock Awards.

     Restricted  stock awards under the Plan shall consist of Shares free of any
purchase price or for such purchase price as may be established by the Committee
restricted  against transfer,  subject to forfeiture,  and subject to such other
terms and conditions (including attainment of performance  objectives) as may be
determined  by the  Committee.  Restricted  stock shall be  evidenced by written
restricted stock  agreements in such form not inconsistent  with the Plan as the
Committee  shall approve from time to time,  which  agreement  shall contain the
terms and  conditions  applicable  to such awards,  including  in substance  the
following terms and conditions:

          (a)  Restriction Period. Restrictions shall be imposed for such period
               or  periods  as  may  be  determined  ------------------  by  the
               Committee.  The Committee, in its discretion,  may provide in the
               agreement  circumstances  under which the restricted  stock shall
               become  immediately  transferable  and  nonforfeitable,  or under
               which the restricted  stock shall be forfeited,  provided that no
               restricted stock award shall become immediately  transferable and
               nonforfeitable,  except as  provided  in  paragraph  18 or in the
               event of  Retirement  (as defined  below),  any more rapidly than
               from (i) the first  anniversary of the date of grant thereof,  to
               the extent of 25% of the Shares covered thereby,  (ii) the second
               anniversary  of the date of grant  thereof,  to the  extent of an
               additional  25% of the Shares  covered  thereby,  (iii) the third
               anniversary  of the date of grant  thereof,  to the  extent of an
               additional 25% of the Shares covered thereby, and (iv) the fourth
               anniversary  of the date of grant  thereof,  to the extent of the
               remaining 25% of the Shares covered  thereby.  The Committee,  in
               its  discretion,  may provide in the restricted  stock  agreement
               that the restricted stock shall become  immediately  transferable
               and nonforfeitable in the event of Retirement.

          (b)  Restrictions  Upon  Transfer.  Restricted  stock and the right to
               vote such  Shares and to receive  dividends  thereon,  may not be
               sold, assigned, transferred, exchanged, pledged, hypothecated, or
               otherwise  encumbered,  except as  herein  provided,  during  the
               restriction period applicable to such Shares. Notwithstanding the
               foregoing,  and except as  otherwise  provided  in the Plan,  the
               grantee  shall  have all of the other  rights  of a  stockholder,
               including, but not limited to, the right to receive dividends and
               the right to vote such Shares.

          (c)  Certificates.  A certificate  or  certificates  representing  the
               number of  restricted  Shares  granted shall be registered in the
               name of the grantee. The Committee, in its sole discretion, shall
               determine when the certificate or certificates shall be delivered
               to the grantee (or, in the event of the grantee's  death,  to his
               Beneficiary),  may provide for the holding of such certificate or
               certificates  in  escrow  or in  custody  by the  Company  or its
               designee  pending their  delivery to the grantee or  Beneficiary,
               and may  provide  for any  appropriate  legend to be borne by the
               certificate or certificates.

          (d)  Lapse of  Restrictions.  The  restricted  stock  agreement  shall
               specify the terms and conditions upon which any restriction  upon
               restricted  stock awarded under the Plan shall expire,  lapse, or
               be removed, as determined by the Committee.  Upon the expiration,
               lapse,  or  removal  of  such  restrictions,  Shares  free of the
               restrictive  legend  shall be issued to the  grantee of his legal
               representative.

9.       Performance Units.

     Performance  unit awards  under the Plan shall  entitle  grantees to future
payments based upon the achievements of  pre-established  long-term  performance
objectives and shall be evidenced by written performance unit agreements in such
form not inconsistent with this Plan as the Committee shall approve from time to
time. Such agreements  shall contain the terms and conditions  applicable to the
performance  unit  awards,  including  in  substance  the  following  terms  and
conditions:

                                       12


<PAGE>

          (a)  Performance Period. The Committee shall establish with respect to
               each unit award a performance period of not fewer than two years.

          (b)  Unit Value.  The Committee  shall  establish with respect to each
               unit award value for each unit which shall not thereafter change,
               or which may vary  thereafter  pursuant to criteria  specified by
               the Committee.

          (c)  Performance  Targets.  The Committee shall establish with respect
               to each unit award maximum and minimum  performance targets to be
               achieved during the applicable performance period. Achievement of
               maximum targets shall entitle grantees to payment with respect to
               the full value of a unit  award.  Grantees  shall be  entitled to
               payment  with  respect to a portion of a unit award  according to
               the level of achievement of targets as specified by the Committee
               for performance  which achieves or exceeds the minimum target but
               fails to achieve the maximum target.

          (d)  Performance  Measures.  Performance  targets  established  by the
               Committee  shall relate to corporate,  subsidiary,  division,  or
               unit  performance  and may be  established  in terms of growth in
               gross revenue,  earnings per share,  ratios of earnings to equity
               or  assets,  or  such  other  measures  or  standards  as  may be
               determined by the Committee in its discretion.  Multiple  targets
               may be used and may have the  same or  different  weighting,  and
               they may relate to absolute  performance or relative  performance
               measured against other companies or businesses.

          (e)  Adjustments.  At any time prior to the  payment of a unit  award,
               the  Committee  may  adjust  previously  established  performance
               targets or other terms and conditions, including the Company's or
               other corporations'  financial  performance for Plan purposes, to
               reflect  major  unforeseen   events  such  as  changes  in  laws,
               regulations or accounting  practices,  mergers,  acquisitions  or
               divestitures  or other  extraordinary  unusual  or  non-recurring
               items or events.

          (f)  Payment  of  Unit  Awards.   Following  the  conclusion  of  each
               performance  period,  the Committee shall determine the extent to
               which performance  targets have been attained and any other terms
               and  conditions  satisfied for such period.  The Committee  shall
               determine  what,  if any,  payment  is due on the unit  award and
               whether  such  payment  shall  be  made  in  cash,  Shares,  or a
               combination  thereof.  Payment  shall  be made  in a lump  sum or
               installments,  as  determined  by the  Committee,  commencing  as
               promptly  as  practicable  following  the end of the  performance
               period unless  deferred  subject to such terms and conditions and
               in such form as may be prescribed by the Committee.

          (g)  Termination.  In the event  that a grantee  is  Terminated  as an
               employee or director by the Company  ----------- prior to the end
               of the  performance  period by reason  of death,  Disability,  or
               Retirement  with the consent of the Company,  any unit award,  to
               the extent earned under the applicable performance targets, shall
               be payable at the end of the performance  period according to the
               portion of the  performance  period  during which the grantee was
               employed by or served as a director of the Company, provided that
               the Committee  shall have the power to provide for an appropriate
               settlement  of a unit  award  before  the end of the  performance
               period. Upon any other Termination, participation shall terminate
               forthwith and all outstanding unit awards shall be canceled.

10.      Loans and Supplemental Cash.

     The Committee,  in its sole  discretion to further the purpose of the Plan,
may provide for supplemental cash payments or loans to individuals in connection
with all or any part of an award  under the  Plan.  Supplemental  cash  payments
shall be subject  to such terms and  conditions  as shall be  prescribed  by the
Committee  at the time of grant,  provided  that in no event shall the amount of
payment exceed:

                                       13


<PAGE>

          (a)  In the case of an option, the excess fair market value of a Share
               on the date of exercise  over the option price  multiplied by the
               number of Shares for which such option is exercised, or

          (b)  In the  case of a SAR,  performance  unit,  or  restricted  stock
               award, the value of the Shares and other consideration  issued in
               payment of such award.

Any loan shall be evidenced by a written loan  agreement or other  instrument in
such  form  and  containing  such  terms  and  conditions  (including,   without
limitation, provisions for interest, payment schedules, collateral,  forgiveness
or acceleration) as the Committee may prescribe from time to time.

11.      General Restrictions.

     Each award  under the Plan shall be subject to the  requirement  that if at
any time the Company  shall  determine  that (i) the  listing,  registration  or
qualification  of the  Shares  subject or related  thereto  upon any  securities
exchange  or under any state or federal  law, or (ii) the consent or approval of
any  regulatory  body,  or (iii) an agreement by the  recipient of an award with
respect to the  disposition of Shares,  or (iv) the  satisfaction of withholding
tax or other withholding liabilities is necessary or desirable as a condition of
or in connection  with the granting of such award or the issuance or purchase of
Shares  thereunder,  such award shall be consummated in whole or in part only if
such listing,  registration,  qualification,  consent,  approval,  agreement, or
withholding  shall have been  effected or obtained  on terms  acceptable  to the
Company.  Any such  restriction  affecting  an award  shall not  extend the time
within  which  the award may be  exercised;  and  neither  the  Company  nor its
directors or officers nor the Committee  shall have any  obligation or liability
to the grantee or to a  Beneficiary  with  respect to any Shares with respect to
which an award  shall  lapse or with  respect  to which the grant,  issuance  or
purchase of Shares shall not be effected, because of any such restriction.

12.      Single or Multiple Agreements.

     Multiple awards,  multiple forms of awards, or combinations  thereof may be
evidenced by a single  agreement or multiple  agreements,  as  determined by the
Committee.

13.      Rights of the Shareholder.

     The  recipient  of any  award  under the  Plan,  shall  have no rights as a
shareholder  with respect thereto unless and until  certificates  for Shares are
issued to him, and the issuance of Shares shall confer no  retroactive  right to
dividends.

14.      Rights to Terminate.

     Nothing in the Plan or in any  agreement  entered into pursuant to the Plan
shall  confer  upon any person the right to continue  in the  employment  of the
Company or to serve as a  director,  or affect any right  which the  Company may
have to terminate the employment or directorship of such person.

15.      Withholding.

          (a)  Prior to the issuance or transfer of Shares  under the Plan,  the
               recipient  shall  remit to the  Company an amount  sufficient  to
               satisfy any federal, state or local withholding tax requirements.
               The recipient may satisfy the withholding requirement in whole or
               in part by electing to have the Company  withhold Shares having a
               value equal to the amount  required to be withheld.  The value of
               the Shares to be  withheld  shall be the fair  market  value,  as
               determined  by the  Committee,  of the stock on the date that the
               amount of tax to be withheld is determined (the "Tax Date"). Such
               election must be made prior to the Tax Date, must comply with all
               applicable  securities  law  and  other  legal  requirements,  as
               interpreted by the Committee, and may not be made unless approved
               by the Committee, in its discretion.

                                       14

<PAGE>

          (b)  Whenever  payments  to a grantee in respect of an award under the
               Plan to be made in cash, such payments shall be net of the amount
               necessary to satisfy any federal,  state or local withholding tax
               requirements.

16.      Non-Assignability.

     No award under the Plan shall be sold,  assigned,  transferred,  exchanged,
pledged,  hypothecated,  or otherwise  encumbered,  other than by will or by the
laws of descent and  distribution,  or by such other means as the  Committee may
approve.  Except as otherwise provided herein, during the life of the recipient,
such award shall be exercisable only by such person or by such person's guardian
or legal representative.

17.      Non-Uniform Determinations.

     The Committee's determinations under the Plan (including without limitation
determinations of the persons to receive awards,  the form, amount and timing of
such  awards,  the  terms  and  provisions  of such  awards  and the  agreements
evidencing same, and the  establishment of values and performance  targets) need
not be uniform and may be made  selectively  among  persons who receive,  or are
eligible  to receive,  awards  under the Plan,  whether or not such  persons are
similarly situated.

18.      Change In Control Provisions.

     (a) In the event of (1) a Change in Control (as defined) or (2) a Potential
Change in Control (as  defined),  but only if and to the extent so determined by
the Board of  Directors  at or after  grant  (subject  to any right of  approval
expressly reserved by the Board of Directors at the time of such determination),
the following acceleration and valuation provisions shall apply:

          (i)  Any  SARs  outstanding  for at least  six  months  and any  stock
               options  awarded under the Plan not  previously  exercisable  and
               vested shall become fully exercisable and vested.

          (ii) Any  restrictions  and  deferral  limitations  applicable  to any
               restricted stock,  performance units or other Stock-based awards,
               in each case to the extent  not  already  vested  under the Plan,
               shall  lapse  and  such  shares,   performance   units  or  other
               stock-based awards shall be deemed fully vested.

          (iii)The value of all  outstanding  stock  options,  SARs,  restricted
               stock,  performance units and other  stock-based  awards, in each
               case to the extent vested,  shall, unless otherwise determined by
               the Committee in its sole  discretion at or after grant but prior
               to any  Change  in  Control,  be  cashed  out on the basis of the
               Change in Control  Price (as  defined) as of the date such Change
               in Control or such  Potential  Change in Control is determined to
               have  occurred or such other date as the  Committee may determine
               prior to the Change in Control.

     (b) As used herein, the term "Change in Control" means the happening of any
of the following:

          (i)  Any person or entity,  including  a "group" as defined in Section
               13(d)(3) of the 1934 Act, other than the Company, a subsidiary of
               the Company,  or any employee  benefit plan of the Company or its
               subsidiaries,  becomes  the  beneficial  owner  of the  Company's
               securities having 20 percent or more of the combined voting power
               of the then  outstanding  securities  of the Company  that may be
               cast for the election for directors of the Company (other than as
               a result of an issuance of securities initiated by the Company in
               the ordinary course of business), or


                                       15
<PAGE>

          (ii) As the  result  of, or in  connection  with,  any cash  tender or
               exchange  offer,  merger or other business  combination,  sale of
               assets or contested election, or any combination of the foregoing
               transactions,  less than a majority of the combined  voting power
               of  the  then  outstanding  securities  of  the  Company  or  any
               successor corporation or entity entitled to vote generally in the
               election of directors of the Company or such other corporation or
               entity  after  such  transaction,  are held in the  aggregate  by
               holders of the Company's securities entitled to vote generally in
               the  election of directors  of the Company  immediately  prior to
               such transactions; or

          (iii)During any period of two  consecutive  years,  individuals who at
               the  beginning  of  any  such  period  constitute  the  Board  of
               Directors  cease for any reason to constitute at least a majority
               thereof,  unless the election,  or the nomination for election by
               the Company's stockholders, of each director of the Company first
               elected  during  such  period was  approved by a vote of at least
               two-thirds  of the  directors of the Company then still in office
               who were  directors  of the Company at the  beginning of any such
               period.

     (c) As used  herein,  the term  "Potential  Change  in  Control"  means the
happening of any of the following:

          (i)  The approval by stockholders of an agreement by the Company,  the
               consummation  of which would result in a Change in Control of the
               Company; or

          (ii) The acquisition of beneficial ownership,  directly or indirectly,
               by any  entity,  person  or  group  (other  than the  Company,  a
               wholly-owned  subsidiary  thereof or any employee benefit plan of
               the Company or its  subsidiaries  (including  any trustee of such
               plan  acting  as such  trustee))  of  securities  of the  Company
               representing  10 percent or more of the combined  voting power of
               the  Company's  outstanding  securities  and the  adoption by the
               Board of Directors of a resolution to the effect that a Potential
               Change in Control of the Company  has  occurred  for  purposes of
               this Plan.

     (d) As used herein,  the term  "Change in Control  Price" means the highest
price per share paid in any transaction  reported on the National Association of
Securities  Dealers  Automated  Quotation  System,  or  paid or  offered  in any
bonafide  transaction  related to a Potential or actual Change in Control of the
Company  at any  time  during  the  60  day  period  immediately  preceding  the
occurrence of the Change in Control (or, where applicable, the occurrence of the
Potential  Change in Control  event),  in each case  determined by the Committee
except  that,  in the case of  Incentive  Stock  Options  and SARs  relating  to
Incentive Stock Options, such price shall be based only on transactions reported
for the date on which the optionee exercises such SARs or, where applicable, the
date on which a cash out occurs under Section 18(a)(iii).

19.      Non-Competition Provision.

     Unless the award  agreement  relating to a stock  option,  SAR,  restricted
stock or  performance  unit  specifies  otherwise,  a grantee  shall forfeit all
unexercised,  unearned  and/or  unpaid  awards,  including,  but  not  by way of
limitation,  awards earned but not yet paid,  all unpaid  dividends and dividend
equivalents, and all interest, if any, accrued on the foregoing, if the grantee,
without the written  consent of the Company,  engages  directly or indirectly in
any manner or capacity as principal, agent, partner, officer, director, employee
or  otherwise,  in any  business  or  activity  which is, in the  opinion of the
Committee,  (i) competitive with the business conducted by the Company or any of
its  subsidiaries,  or (ii) inimical to the best interests of the Company or any
of its subsidiaries.

20.      Adjustments.

     In the event of any change in the outstanding  common stock of the Company,
by  reason  of a  stock  dividend  or  distribution,  recapitalization,  merger,
consolidation,  reorganization, split-up, combination, exchange or Shares or the
like, the Board of Directors, in its discretion,  may adjust proportionately the

                                       16
<PAGE>


number of  Shares  which may be  issued  under  the Plan,  the  number of Shares
subject to outstanding awards, and the option exercise price of each outstanding
option,  and  may  make  such  other  changes  in  outstanding  options,   SARs,
performance  units and  restricted  stock awards,  as it deems  equitable in its
absolute  discretion  to  prevent  dilution  or  enlargement  of the  rights  of
grantees,  provided that any fractional  Shares  resulting from such adjustments
shall be eliminated.

21.      Amendment.

     The Board of Directors may terminate,  amend, modify or suspend the Plan at
any time,  except that the Board shall not,  without  the  authorization  of the
holders of a majority  of  Company's  voting  securities,  increase  the maximum
number of  Shares  which may be issued  under  the Plan  (other  than  increases
pursuant to  paragraph  20 hereof),  extend the last date on which awards may be
granted under the Plan,  extend the date on which the Plan  expires,  change the
class of persons eligible to receive awards, or change the minimum option price.
In no event,  however,  shall the  provisions of paragraph  6(h) be amended more
often than once every six  months,  other  than to comport  with  changes in the
Code, the Employment  Retirement Income Security Act of 1974, as amended, or the
rules thereunder. No termination,  modification,  amendment or suspension of the
Plan shall  adversely  affect the rights of any grantee or Beneficiary  under an
award previously granted,  unless the grantee or Beneficiary shall consent;  but
it shall be conclusively  presumed that any adjustment  pursuant to paragraph 20
hereof does not adversely affect any such right.

22.      Effect on Other Plans.

     Participation  in this Plan shall not  affect a  grantee's  eligibility  to
participate  in any other benefit or incentive  plan of the Company.  Any awards
made  pursuant  to this  Plan  shall  not be used in  determining  the  benefits
provided  under any  other  plan of the  Company  unless  specifically  provided
therein.

23.      Effective Date and Duration of the Plan.

     The Plan shall become  effective  when  adopted by the Board of  Directors,
provided that the Plan is approved by the holders of a majority of the Company's
voting  securities  on the date of its adoption by the Board or before the first
anniversary  of that date.  Unless it is sooner  terminated in  accordance  with
paragraph 21 hereof,  the Plan shall remain in effect until all awards under the
Plan have been  satisfied  by the  issuance of Shares or payment of cash or have
expired or  otherwise  terminated,  but no award shall be granted  more than ten
years  after  the  earlier  of the  date  the Plan is  adopted  by the  Board of
Directors or is approved by the holders of the Company's voting securities.

24.      Unfunded Plan.

     The Plan shall be  unfunded,  except to the extent  otherwise  provided  in
accordance with Section 8 hereof. Neither the Company nor any affiliate shall be
required to segregate any assets that may be represented by stock options, SARs,
or performance  units, and neither the Company nor any affiliate shall be deemed
to be a  trustee  of any  amounts  to be paid  under any  stock  option,  SAR or
performance  unit.  Any  liability  of the Company or any  affiliate  to pay any
grantee or Beneficiary with respect to an option,  SAR or performance unit shall
be based  solely  upon  any  contractual  obligations  created  pursuant  to the
provisions  of the Plan; no such  obligations  will be deemed to be secured by a
pledge or encumbrance on any property of the Company or an affiliate.

                                       17

<PAGE>


25.      Governing Law.

     The Plan shall be construed and its provisions enforced and administered in
accordance  with the laws of the State of  Tennessee  except to the extent  that
such laws may be superseded by any federal law.


ADOPTED  BY THE BOARD OF  DIRECTORS  OF  CATHERINES  STORES  CORPORATION  ON THE
THIRTIETH DAY OF MARCH, 1994, AND AMENDED BY THE SHAREHOLDERS ON JUNE 2, 1999.


                 By:  /s/ Bernard J. Wein
                    ----------------------
                         Bernard J. Wein, Chairman of the Board of Directors,
                         President and
                         Chief Executive Officer





                                       18

<PAGE>



                       NONQUALIFIED STOCK OPTION AGREEMENT
                  PURSUANT TO THE CATHERINES STORES CORPORATION
                           1994 OMNIBUS INCENTIVE PLAN

     CATHERINES  STORES  CORPORATION,  a Delaware  corporation  (the "Company"),
hereby grants to v1 (the "Optionee") an option ("Option") to purchase a total of
v2 shares of $.01 par value common stock of the Company (the  "Shares"),  at the
price determined as provided  herein,  and in all respects subject to the terms,
definitions  and  provisions  of the 1994  OMNIBUS  INCENTIVE  PLAN (the "Plan")
adopted by the Company which is incorporated herein by reference.

     1. Nature of the Option.  This Option is not  intended to be an  "incentive
stock option" within the meaning of section 422 of the Internal  Revenue Code of
1986, as amended.

     2. Option Price. The option price is $v3 for each Share.

     3. Exercise of Option.  This Option shall be exercisable only in accordance
with the provisions of the Plan, and only by written notice which shall:

          (a)  state the election to exercise  the Option,  the number of Shares
               in  respect of which it is being  exercised,  the person in whose
               name the stock  certificate or certificates for such Shares is to
               be registered,  his or her address and Social Security Number (or
               if more  than one,  the  names,  addresses  and  Social  Security
               Numbers of such persons);

          (b)  contain such  representations  and  agreements as to the holder's
               investment  intent with respect to such Shares as may be required
               by the Company pursuant to the Plan or this Agreement;

          (c)  be signed by the  person or  persons  entitled  to  exercise  the
               Option,  and if the  Option is being  exercised  by any person or
               persons  other  than  the  Optionee,  be  accompanied  by  proof,
               satisfactory  to the  Company,  of the  right of such  person  or
               persons to exercise the Option;

          (d)  be in writing and delivered in person or by certified mail to the
               Secretary of the Company; and

          (e)  be   accompanied  by  payment  in  full   (including   applicable
               withholding  taxes,  if any,  as  described  in Section 8 of this
               Agreement).  Payment  of the  purchase  price  shall  be in cash,
               currency,  by certified or bank cashier's check and/or Shares, or
               a combination thereof pursuant to the provisions of the Plan.

Unless the sale of Shares pursuant to this Option has been registered  under the
Securities  Act of  1933 on Form  S-8 or  successor  form,  the  certificate  or
certificates  for Shares as to which the Option shall be exercised shall contain
the following legend:

                  "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 AND HAVE  BEEN
                  ACQUIRED FOR  INVESTMENT  PURPOSES ONLY AND NOT WITH A VIEW TO
                  THE DISTRIBUTION  THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD
                  OR  TRANSFERRED  UNLESS SUCH SALE OR  TRANSFER  IS  REGISTERED
                  UNDER SUCH ACT OR THE  COMPANY  RECEIVES AN OPINION OF COUNSEL
                  FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY
                  STATING  THAT  SUCH  SALE  OR  TRANSFER  IS  EXEMPT  FROM  THE
                  REGISTRATION  REQUIREMENTS OF THE ACT, AND UNLESS SUCH SALE OR
                  TRANSFER IS AUTHORIZED UNDER APPLICABLE STATE LAW."


                                       19

<PAGE>

     4. Extent of Exercise. This Option shall be exercisable at any time in such
amounts and at such times as are set forth below:

          (a)  Exercisable  to the extent of 25% of the Shares covered hereby on
               or after  the  first  anniversary  of the date of grant set forth
               below  ("Date  of  Grant");  exercisable  to  the  extent  of  an
               additional  25% of the  Shares  covered  hereby  on or after  the
               second  anniversary  of the  Date of  Grant;  exercisable  to the
               extent of an additional  25% of the Shares  covered  hereby on or
               after the third anniversary of the Date of Grant; and exercisable
               to the extent of the remaining 25% of the Shares  covered  hereby
               on or after the fourth anniversary of the Date of Grant.

          (b)  Notwithstanding  paragraph  4(a) hereof,  the entire  unexercised
               portion of this Option shall be  exercisable on or after the date
               of Optionee's Retirement (as defined in the Plan).

          (c)  Notwithstanding  paragraphs  4(a) and 4(b) hereof,  no portion of
               this Option  shall be  exercisable  any earlier than the date the
               Plan is approved by the stockholders of the Company.

     5.  Restrictions  on  Exercise.  This  Option may not be  exercised  if the
issuance of such Shares upon such exercise  would  constitute a violation of any
applicable  federal or state  securities  laws or other law or regulation.  As a
condition to the  exercise of this Option,  the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation or may otherwise be appropriate.

     6.  Nontransferability  of Option.  This Option may not be sold,  assigned,
transferred,  exchanged,  pledged,  hypothecated, or otherwise encumbered, other
than by will or by the laws of descent and distribution.  During the lifetime of
the Optionee this Option is exercisable only by the Optionee.  The terms of this
Option shall be binding upon the executors,  administrators,  heirs,  successors
and assigns of the Optionee.

     7. Term of  Option.  This  Option may not be  exercised  more than ten (10)
years from the date of grant of this  Option and may be  exercised  during  such
term only in accordance with the Plan and the terms of this Agreement.

     8.  Withholding.  Prior to the issuance of Shares  under this  Option,  the
Optionee shall remit to the Company an amount sufficient to satisfy any federal,
state or local  withholding  tax  requirements.  The  Optionee  may  satisfy the
withholding  requirement  in whole or in part by  electing  to have the  Company
withhold Shares having a value equal to the amount required to be withheld.  The
value of the Shares to be withheld shall be the fair market value, as determined
by the Committee, of the stock on the date that the amount of tax to be withheld
is  determined  (the "Tax Date").  Such  election  must be made prior to the Tax
Date,   must  comply  with  all  applicable   securities  law  and  other  legal
requirements,  as  interpreted  by the  Committee,  and may  not be made  unless
approved in advance by the Committee,  in its discretion.  The Company  reserves
the right to make whatever  further  arrangements  it deems  appropriate for the
withholding of any taxes in connection with any transaction contemplated by this
Agreement or the Plan.

     9. Merger. This Agreement supersedes any other agreement,  written or oral,
between the parties with respect to the subject matter hereof.

                                       20


<PAGE>

     10. Optionee  Acknowledgement.  Optionee  acknowledges receipt of a copy of
the Plan,  which is annexed  hereto,  and represents  that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Option subject to
all the  terms  and  provisions  thereof.  Optionee  hereby  agrees to accept as
binding, conclusive and final decisions or interpretations of the Committee upon
any questions arising under the Plan.

DATE OF GRANT:

                            CATHERINES STORES CORPORATION

                            By:
                              ---------------------------
                            Its:
                              ---------------------------

        Agreed to and accepted this _ day of _________, 19__.






                                       21

<PAGE>

                        INCENTIVE STOCK OPTION AGREEMENT
                  PURSUANT TO THE CATHERINES STORES CORPORATION
                           1994 OMNIBUS INCENTIVE PLAN


     CATHERINES  STORES  CORPORATION,  a Delaware  corporation  (the "Company"),
hereby grants to v1 (the "Optionee") an option ("Option") to purchase a total of
v2 shares of $.01 par value common stock of the Company (the  "Shares"),  at the
price determined as provided  herein,  and in all respects subject to the terms,
definitions  and  provisions  of the 1994  OMNIBUS  INCENTIVE  PLAN (the "Plan")
adopted by the Company which is incorporated herein by reference.

     1. Nature of the Option.  This Option is intended to be an "incentive stock
option" within the meaning of section 422 of the Internal  Revenue Code of 1986,
as amended (the "Code").

     2.  Option  Price.  Except as  otherwise  provided in Section 8, the option
price is $v3 for each Share, which is the fair market value of the Shares on the
date of grant set forth below ("Date of Grant"), as determined by the Committee.

     3. Exercise of Option.  This Option shall be exercisable only in accordance
with the provisions of the Plan, and only by written notice which shall:

          (a)  state the election to exercise  the Option,  the number of Shares
               in  respect of which it is being  exercised,  the person in whose
               name the stock  certificate or certificates for such Shares is to
               be registered,  his or her address and Social Security Number (or
               if more  than one,  the  names,  addresses  and  Social  Security
               Numbers of such persons);

          (b)  contain such  representations  and  agreements as to the holder's
               investment  intent with respect to such Shares as may be required
               by the Company pursuant to the Plan or this Agreement;

          (c)  be signed by the  person or  persons  entitled  to  exercise  the
               Option,  and if the  Option is being  exercised  by any person or
               persons  other  than  the  Optionee,  be  accompanied  by  proof,
               satisfactory  to the  Company,  of the  right of such  person  or
               persons to exercise the Option;

          (d)  be in writing and delivered in person or by certified mail to the
               Secretary of the Company; and

          (e)  be   accompanied  by  payment  in  full   (including   applicable
               withholding  taxes,  if any,  as  described  in Section 8 of this
               Agreement).  Payment  of the  purchase  price  shall  be in cash,
               currency,  by certified or bank cashier's check and/or Shares, or
               a combination thereof pursuant to the provisions of the Plan.

Unless the sale of Shares pursuant to this Option has been registered  under the
Securities  Act of  1933 on Form  S-8 or  successor  form,  the  certificate  or
certificates  for Shares as to which the Option shall be exercised shall contain
the following legend:


                                       22

<PAGE>

                  "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 AND HAVE  BEEN
                  ACQUIRED FOR  INVESTMENT  PURPOSES ONLY AND NOT WITH A VIEW TO
                  THE DISTRIBUTION  THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD
                  OR  TRANSFERRED  UNLESS SUCH SALE OR  TRANSFER  IS  REGISTERED
                  UNDER SUCH ACT OR THE  COMPANY  RECEIVES AN OPINION OF COUNSEL
                  FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY
                  STATING  THAT  SUCH  SALE  OR  TRANSFER  IS  EXEMPT  FROM  THE
                  REGISTRATION  REQUIREMENTS OF THE ACT, AND UNLESS SUCH SALE OR
                  TRANSFER IS AUTHORIZED UNDER APPLICABLE STATE LAW."

     4. Extent of Exercise. This Option shall be exercisable at any time in such
amounts and at such times as are set forth below:

          (a)  Exercisable  to the extent of 25% of the Shares covered hereby on
               or after  the  first  anniversary  of the date of grant set forth
               below  ("Date  of  Grant");  exercisable  to  the  extent  of  an
               additional  25% of the  Shares  covered  hereby  on or after  the
               second  anniversary  of the  Date of  Grant;  exercisable  to the
               extent of an additional  25% of the Shares  covered  hereby on or
               after the third anniversary of the Date of Grant; and exercisable
               to the extent of the remaining 25% of the Shares  covered  hereby
               on or after the fourth anniversary of the Date of Grant.

          (b)  Notwithstanding  paragraph  4(a) hereof,  the entire  unexercised
               portion of this Option shall be  exercisable on or after the date
               of Optionee's Retirement (as defined in the Plan).

          (c)  Notwithstanding   paragraphs  4(a)  and  4(b)  hereof,   (i)  the
               aggregate fair market value  (determined as of the Date of Grant)
               of the Shares with  respect to which this Option are  exercisable
               for the first time by the  Optionee in any  calendar  year (under
               all plans of the Company and its subsidiary  corporations  (which
               term,  as used  hereinafter,  shall  have  the  meaning  ascribed
               thereto  in  section  425(f)  of the  Code ))  shall  not  exceed
               $100,000; and (ii) no portion of this Option shall be exercisable
               any   earlier   than  the  date  the  Plan  is  approved  by  the
               stockholders of the Company.

     5.  Restrictions  on  Exercise.  This  Option may not be  exercised  if the
issuance of such Shares upon such exercise  would  constitute a violation of any
applicable  federal or state  securities  laws or other law or regulation.  As a
condition to the  exercise of this Option,  the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation or may otherwise be appropriate.

     6.  Nontransferability  of Option.  This Option may not be sold,  assigned,
transferred,  exchanged,  pledged,  hypothecated, or otherwise encumbered, other
than by will or by the laws of descent and distribution.  During the lifetime of
the Optionee this Option is exercisable only by the Optionee.  The terms of this
Option shall be binding upon the executors,  administrators,  heirs,  successors
and assigns of the Optionee.

     7. Term of Option.  Except as provided in Section 8, this Option may not be
exercised more than ten (10) years from the date of grant of this Option and may
be exercised  during such term only in accordance with the Plan and the terms of
this Agreement.

     8. Ten  Percent  Shareholders.  If the  Optionee  owns at the Date of Grant
stock  possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or of a subsidiary  corporation  of the Company,
then notwithstanding  anything herein to the contrary, the option price shall be
110 percent of the fair market value (as  determined  by the  Committee)  of the
stock  subject to this Option at the Date of Grant and this Option  shall not be
exercisable after the expiration of five years from the Date of Grant.

                                       23

<PAGE>


     9.  Withholding.  Prior to the issuance of Shares  under this  Option,  the
Optionee shall remit to the Company an amount sufficient to satisfy any federal,
state or local  withholding  tax  requirements.  The  Optionee  may  satisfy the
withholding  requirement  in whole or in part by  electing  to have the  Company
withhold Shares having a value equal to the amount required to be withheld.  The
value of the Shares to be withheld shall be the fair market value, as determined
by the Committee, of the stock on the date that the amount of tax to be withheld
is  determined  (the "Tax Date").  Such  election  must be made prior to the Tax
Date,   must  comply  with  all  applicable   securities  law  and  other  legal
requirements,  as  interpreted  by the  Committee,  and may  not be made  unless
approved in advance by the Committee,  in its discretion.  The Company  reserves
the right to make whatever  further  arrangements  it deems  appropriate for the
withholding of any taxes in connection with any transaction contemplated by this
Agreement or the Plan.

     10. Merger. This Agreement supersedes any other agreement, written or oral,
between the parties with respect to the subject matter hereof.

     11. Optionee  Acknowledgement.  Optionee  acknowledges receipt of a copy of
the Plan,  which is annexed  hereto,  and represents  that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Option subject to
all the  terms  and  provisions  thereof.  Optionee  hereby  agrees to accept as
binding, conclusive and final decisions or interpretations of the Committee upon
any questions arising under the Plan.

DATE OF GRANT:


                       CATHERINES STORES CORPORATION

                       By:
                         ---------------------------
                       Its:
                         ---------------------------

     Agreed to and accepted this ___ day of _________, 19__.





                                       24

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 85404}]
{"company-data": {"conformed-name": "CATHERINES STORES CORP", "cik": "0000875194", "assigned-sic": "5621", "irs-number": "621350411", "state-of-incorporation": "TN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85869", "film-number": "99699202"}, "business-address": {"street1": "3742 LAMAR AVENUE", "city": "MEMPHIS", "state": "TN", "zip": "38118", "phone": "9013633900"}, "mail-address": {"street2": "3742 LAMAR AVE", "city": "MEMPHIS", "state": "TN", "zip": "38118"}}
As Filed with the Securities and Exchange Commission on August 25, 1999
                         Registration Statement No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                          CATHERINES STORES CORPORATION
             (Exact name of registrant as specified in its charter)

                  Tennessee                     62-1350411
          (State of Incorporation) (I.R.S. Employer Identification No.)

                                3742 Lamar Avenue
                            Memphis, Tennessee 38118
                    (Address of principal executive offices)

      CATHERINES STORES CORPORATION 1994 OMNIBUS INCENTIVE PLAN, AS AMENDED
                            (Full Title of the Plan)

                                 DAVID C. FORELL
                          Executive Vice President and
                             Chief Financial Officer
                                3742 Lamar Avenue
                            Memphis, Tennessee 38118
                                 (901) 363-3900
            (Name, address and telephone number of agent for service)
                                (with copies to:)
                             SAMUEL D. CHAFETZ, ESQ.
                                   Waring Cox
                               50 N. Front Street
                                   Suite 1300
                            Memphis, Tennessee 38103

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                       Proposed                Maximum
                                                        Maximum               Aggregate           Amount of
Title Of Securities            Amount To Be          Offering Price           Offering          Registration
 To Be Registered               Registered            Per Share(1)            Price(1)             Fee(1)
------------------            --------------         ---------------          ---------        --------------
Option and Shares,
Common Stock,
$0.01 par value . . . .        500,000 shares            $14.09              $7,045,000           $1,958.51
=========================== ====================  ===================  ===================== ===================
(1)Estimated solely for the purpose of calculating the registration fee pursuant
to Rule  457(c)  based upon the average of the high and low prices of the Common
Stock on the NASDAQ National Market System on August 20, 1999.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     All  information  required by Part I to be contained in the  Prospectus  is
omitted from the  Registration  Statement in accordance  with Rule 428 under the
Securities Act of 1933, as amended (the "1933 Act").

                                     PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange  Commission
are incorporated herein by reference:

     1. The  Registrant's  Annual Report on Form 10-K for the year ended January
30, 1999.

     2. All reports filed by the  Registrant  pursuant to Section 13(a) or 15(d)
of the  Securities  Exchange  Act of 1934 (the "1934  Act") since the end of the
fiscal year ended January 30, 1999.

     3. The  description  of the  Registrant's  Common  Stock  contained  in its
Registration  Statement on Form 8-A filed with the  Commission on June 24, 1991,
pursuant to Section 12(b) of the 1934 Act.

     4. The Registration Statement on Form S-8 (File No. 33-79598) pertaining to
the Catherines Stores Corporation 1994 Omnibus Incentive Plan.

     All documents  subsequently  filed by the  registrant  pursuant to Sections
13(a),  13(c),  14  and  15(d)  of the  1934  Act,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference herein and to be a part thereof from the date of
filing of such documents.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES

     No response is required to this item.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     No response is required to this item.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 48-18-502 of the Tennessee Business Corporation Act provides that a
Tennessee  corporation  may indemnify an individual  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,
whether  formal  or  informal  (hereinafter,   a  "proceeding")  (other  than  a

                                        2
proceeding  by or in the  right of the  corporation  in which the  director  was
adjudged liable or in connection with any other proceeding in which the director
was adjudged liable on the basis that he improperly  received  personal benefit)
because he is or was a director of the  corporation  or, while a director of the
corporation,  is or was serving at the request of the corporation as a director,
officer,   partner,  trustee,  employee  or  agent  of  another  corporation  or
enterprise,  against expenses,  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such proceeding if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or, in
certain  circumstances,  not opposed to the best  interests of the  corporation,
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe his conduct was unlawful.

     Section  48-15-503  further  provides  that to the extent a  director  of a
corporation  has been wholly  successful  in the defense of any  proceeding,  he
shall be indemnified against expenses actually and reasonably incurred by him in
connection therewith, unless otherwise limited in the corporation's charter. The
Company's Charter does not limit this right to indemnification.

     Section 48-15-504 of the Tennessee Business Corporation Act provides that a
corporation  may pay for or  reimburse  the  reasonable  expenses  incurred by a
director who is a party to a proceeding in advance of final  disposition  of the
proceeding if the director  furnishes the  corporation a written  affirmation of
his  good  faith  belief  that he met  the  standard  of  conduct  described  in
ss.48-18-502;  he furnishes the  corporation a written  unlimited  obligation to
repay the  advance if it is  ultimately  determined  that he is not  entitled to
indemnification;  and a determination is made that the facts then known to those
making this determination would not preclude indemnification.

     Section  48-18-508  provides that a  corporation  may purchase and maintain
insurance on behalf of a director of the corporation  against liability asserted
against him in that  capacity  or arising out of his status as such,  whether or
not the  corporation  would have the power to  indemnify  him  against  the same
liability under ss.48-18-502 or ss.48-18- 503.

     Section  48-18-507  extends  similar  standards  for   indemnification  and
insurance to officers, employees and agents.

     Section 48-12-102 of the Tennessee Business Corporation Act provides that a
corporation in its charter may eliminate or limit personal  liability of members
of its board of directors or shareholders  for breach of a director's  fiduciary
duty.  However,  no such  provision  may  eliminate or limit the  liability of a
director or  shareholder  for breaching  his duty of loyalty,  failing to act in
good faith,  engaging in  intentional  misconduct or knowingly  violating a law,
voting or assenting  to a  distribution  which was illegal.  A provision of this
type  limits  liability  for  monetary  damages  only and has no  effect  on the
availability  of equitable  remedies,  such as injunctions  or  rescission,  for
breach of fiduciary duty. The Company's Charter contains such a provision.

     The Company's Bylaws provide that the Company shall indemnify  officers and
directors, and to the extent authorized by the Board of Directors, employees and
agents  of the  Company,  to the  full  extent  permitted  by and in the  manner
permissible under the laws of the State of Tennessee. The Bylaws also permit the
Board of Directors to authorize  the Company to purchase and maintain  insurance
against any liability asserted against any director,  officer, employee or agent
of the  Company  arising  out of his  capacity  as  such,  and the  Company  has
purchased such insurance.

     The Company has entered  into and intends to execute  indemnity  agreements
with present and future directors for indemnification of and advance of expenses
to such persons to the full extent permitted by law.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     No response is required to this item.

                                        3
Item 8.  EXHIBITS

Exhibit Number             Description

   4        Catherines Stores Corporation 1994 Omnibus Incentive Plan,
              as amended

   5        Opinion and Consent of Waring Cox

   23.1     Consent of Waring Cox (contained in Exhibit 5)

   23.2     Consent of Arthur Andersen LLP

   24       Power of Attorney

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 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.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933 (the "1933 Act"), 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 the purposes of
determining  any liability  under the 1933 Act, each filing of the  registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Act) 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 1933 Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  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 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                        4
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  Memphis,  State of  Tennessee,  on the 25th day of
August, 1999.

                       CATHERINES STORES CORPORATION

                        By: /s/ David C. Forell
                            -------------------
                             David C. Forell
                             Executive Vice President,
                             Chief Financial Officer and Secretary

                                        5
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that the undersigned  Officers and Directors
of Catherines Stores Corporation, a Tennessee corporation, hereby constitute and
appoint  Bernard  J. Wein and  David C.  Forell  and each of them,  the true and
lawful agents and attorneys-in-fact, and in any one or more of them, to sign for
the  undersigned,  in their  respective  names as Officers and  Directors of the
Corporation,  one  or  more  Registration  Statements  on  Form  S-8  (or  other
appropriate  form) to be filed  with the  Securities  and  Exchange  Commission,
Washington,  D.C.,  under  the  Securities  Act of  1933,  as  amended,  and any
amendment  or  supplement  to  such  Registration  Statement,  relating  to  the
Catherines Stores  Corporation 1994 Omnibus Incentive Plan; hereby ratifying and
confirming  all acts taken by such agents and  attorneys-in-fact,  or any one or
more of them, as herein authorized.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
Signature                                            Title                              Date
/s/ Bernard J. Wein                        Chairman of the Board,                      August 23, 1999
--------------------------------            President and Chief Executive
Bernard J. Wein                             Officer and Director
                                            (Principal Executive Officer)

 /s/ Stanley H. Grossman                    Director                                    August 23, 1999
---------------------------------
Stanley H. Grossman

 /s/ David C. Forell                        Executive Vice President,                   August 23, 1999
--------------------------------            Chief Financial Officer, Secretary
David C. Forell                             and Director (Principal Financial
                                            and Accounting Officer)

 /s/ James H. Lindy                         Director                                    August 23, 1999
-----------------------------------
James H. Lindy

 /s/ Allen B. Morgan, Jr.                   Director                                    August 23, 1999
---------------------------------
Allen B. Morgan, Jr.

 /s/ Wellford L. Sanders, Jr.               Director                                    August 23, 1999
---------------------------------
Wellford L. Sanders, Jr.

 /s/ Elliot J. Stone                        Director                                    August 23, 1999
---------------------------------------
Elliot J. Stone
6
EXHIBIT 4

                          CATHERINES STORES CORPORATION

                     1994 OMNIBUS INCENTIVE PLAN, AS AMENDED

1.       Purpose.

     The purpose of the CATHERINES  STORES  CORPORATION  1994 OMNIBUS  INCENTIVE
PLAN (the "Plan") is to further the earnings of CATHERINES STORES CORPORATION, a
Delaware  corporation,  and its  subsidiaries  (collectively,  the "Company") by
assisting  the  Company  in  attracting,  retaining  and  motivating  management
employees and directors of high caliber and potential. The Plan provides for the
award of  long-term  incentives  to those  officers,  other key  executives  and
directors who make  substantial  contributions  to the Company by their loyalty,
industry and invention.

2.       Administration.

     The Plan shall be administered by a committee (the "Committee") selected by
the Board of  Directors  of the Company  (the "Board of  Directors")  consisting
solely of two or more  members  who are  "outside  directors"  as  described  in
Section  162(m) of the Internal  Revenue Code of 1986,  as amended (the "Code").
Except to the extent  permitted  under paragraph 6(h) hereof or Rule 16b-3 under
the  Securities  Exchange  Act of 1934,  as  amended  (the  "1934  Act") (or any
successor rule of similar import),  each Committee member shall be ineligible to
receive,  and  shall  not  have  been,  during  the  one-year  period  prior  to
appointment  thereto,  granted  or awarded  stock  options,  stock  appreciation
rights,  performance  units,  or restricted  stock  pursuant to this Plan or any
other  similar  plan of the Company or any  affiliate  of the  Company.  Without
limiting the foregoing, the Committee shall have full and final authority in its
discretion to interpret  the  provisions of the Plan and to decide all questions
of fact  arising in its  application.  Subject  to the  provisions  hereof,  the
Committee shall have full and final authority in its discretion to determine the
employees  and  directors  to whom  awards  shall be made  under  the  Plan;  to
determine  the type of  awards  to be made and the  amount,  size and  terms and
conditions  of each such  award;  to  determine  the time when  awards  shall be
granted; to determine the provisions of each agreement  evidencing an award; and
to make all other  determinations  necessary or advisable for the administration
of the Plan.

3.       Stock Subject to the Plan.

     The Company may grant awards under the Plan with respect to not more than a
total of  1,150,000  shares of $.01 par value  common  stock of the Company (the
"Shares") (subject,  however, to adjustment as provided in paragraph 20, below).
Such Shares may be authorized and unissued Shares or treasury Shares.  Except as
otherwise  provided  herein,  any Shares subject to an option or right which for
any  reason  is  surrendered   before  exercise  or  expires  or  is  terminated
unexercised  as to such Shares  shall  again be  available  for the  granting of
awards under the Plan.  Similarly,  if any Shares granted pursuant to restricted
stock awards are forfeited,  such forfeited  Shares shall again be available for
the granting of awards under the Plan.

4.       Eligibility to Receive Awards.

     Persons eligible to receive awards under the Plan shall be limited to those
officers,  other key employees and directors of the Company who are in positions
in which their decisions, actions and counsel have a significant impact upon the
profitability  and  success  of  the  Company  (but  excluding  members  of  the
Committee, except as provided in paragraph 6(h)).

                                       7
5.       Form of Awards.

     Awards may be made from time to time by the  Committee in the form of stock
options to  purchase  Shares,  stock  appreciation  rights,  performance  units,
restricted stock, or any combination of the above.  Stock options may be options
which are  intended to qualify as  incentive  stock  options  ("Incentive  Stock
Options") within the meaning of Section 422(b) of the Code, or options which are
not intended to so qualify ("Nonqualified Stock Options").

6.       Stock Options.

     Stock  options for the  purchase of Shares  shall be  evidenced  by written
agreements in such form not  inconsistent  with the Plan as the Committee  shall
approve from time to time; provided that the maximum number of options which may
be granted to any one grantee  during any  twelve-month  period is 100,000  ((as
adjusted  pursuant to paragraph 20,  below).  Such  agreement  shall contain the
terms and  conditions  applicable  to the options,  including  in substance  the
following terms and conditions:

          (a)  Type of Option.  Each option agreement shall identify the options
               represented  thereby as Incentive  Stock Options or  Nonqualified
               Stock Options, as the case may be, and shall set forth the number
               of Shares subject to the options.

          (b)  Option  Price.  The  option  exercise  price  to be  paid  by the
               optionee  to the  Company  for  each  Share  purchased  upon  the
               exercise of an option shall be determined by the  Committee,  but
               shall in no event be less  than 100  percent  of the fair  market
               value per Share on the date the option is granted,  as determined
               by  the  Committee.   Notwithstanding   anything  herein  to  the
               contrary,  the Committee shall not reprice any options to a lower
               exercise  price at any time during the term of any option granted
               under this Plan.

          (c)  Exercise Term.  Each option  agreement  shall state the period or
               periods  of time  within  which the  -------------  option may be
               exercised,  in whole or in part,  as  determined by the Committee
               and subject to such terms and  conditions as are  prescribed  for
               such purpose by the  Committee,  provided that no option shall be
               exercisable,  except as provided in  paragraph 18 or in the event
               of Retirement (as defined below),  any more rapidly than from (i)
               the first anniversary of the date of grant thereof, to the extent
               of 25% of the Shares covered thereby, (ii) the second anniversary
               of the date of grant thereof,  to the extent of an additional 25%
               of the Shares covered thereby, (iii) the third anniversary of the
               date of grant thereof,  to the extent of an additional 25% of the
               Shares covered  thereby,  and (iv) the fourth  anniversary of the
               date of grant thereof,  to the extent of the remaining 25% of the
               Shares covered  thereby.  The Committee,  in its discretion,  may
               provide in the option  agreement  that the  option  shall  become
               immediately  exercisable,  in whole or in part,  in the  event of
               Retirement.  Notwithstanding  the  foregoing,  no option shall be
               exercisable after ten years from the date of grant.

          (d)  Payment for Shares. The purchase price of the Shares with respect
               to which an option is  exercised  shall be payable in full at the
               time of  exercise  in cash,  Shares at fair  market  value,  or a
               combination  thereof,  as the Committee may determine and subject
               to  such  terms  and  conditions  as  may  be  prescribed  by the
               Committee  for such  purpose.  If the  purchase  price is paid by
               tendering  Shares,  the Committee in its discretion may grant the
               optionee a new stock  option for the number of Shares used to pay
               the purchase price.

          (e)  Rights Upon Termination.  In the event of Termination (as defined
               below) of an optionee's  status as an employee or director of the
               Company for any cause other than  Retirement (as defined  below),
               death or Disability (as defined  below),  the optionee shall have
               the right to exercise the option  during its term within a period
               of three  months  after such  Termination  to the extent that the
               option was exercisable at the time of Termination, or within such
               other period, and subject to such terms and conditions, as may be
               specified by the Committee. (As used herein, "Termination" means,
               (i) in the case of an employee,  the  cessation of the  grantee's
               employment by the Company for any reason,

                                       8
and  (ii)  in  the  case  of a  director,  the  cessation  of the
               grantee's service as a director of the Company;  and "Terminates"
               has the corresponding meaning. As used herein, "Retirement" means
               retirement  from active  employment (in the case of an employee),
               or active  service (in the case of a director),  with the Company
               on or after age 62, or such earlier age with the express  written
               consent for  purposes of the Plan of the Company at or before the
               time of such  retirement,  and  "Retires"  has the  corresponding
               meaning. As used herein,  "Disability" means a condition that, in
               the judgment of the Committee,  has rendered a grantee completely
               and presumably  permanently  unable to perform any and every duty
               of his regular  occupation,  and "Disabled" has the corresponding
               meaning).  In the event that an optionee Retires, dies or becomes
               Disabled prior to the expiration of his option and without having
               fully  exercised his option,  the optionee or his Beneficiary (as
               defined below) shall have the right to exercise the option during
               its term within a period of (i) one year after Termination due to
               Retirement,  death or Disability, or (ii) one year after death if
               death  occurs  either  within one year after  Termination  due to
               Retirement or Disability or within three months after Termination
               for other reasons,  to the extent that the option was exercisable
               at the time of death or Termination, or within such other period,
               and subject to such terms and conditions,  as may be specified by
               the Committee. (As used herein, "Beneficiary" means the person or
               persons  designated in writing by the grantee as his  Beneficiary
               with respect to an award under the Plan; or, in the absence of an
               effective  designation  or if the  designated  person or  persons
               predecease the grantee,  the grantee's  Beneficiary  shall be the
               person or persons  who  acquire by  bequest  or  inheritance  the
               grantee's  rights  in  respect  of  an  award).  In  order  to be
               effective,  a grantee's  designation of a Beneficiary  must be on
               file with the Committee  before the grantee's death, but any such
               designation  may be  revoked  and a new  designation  substituted
               therefor at any time before the grantee's death.

          (f)  Nontransferability.  Options  granted under the Plan shall not be
               sold, assigned, transferred, exchanged, pledged, hypothecated, or
               otherwise  encumbered,  other  than  by  will  or by the  laws of
               descent and distribution. During the lifetime of the optionee the
               option is exercisable only by the optionee.

          (g)  Incentive  Stock  Options.  In the  case  of an  Incentive  Stock
               Option,  each  option  shall  be  subject  to  such  other  terms
               conditions and provisions as the Committee  determines  necessary
               or  desirable  in order to qualify  such  option as an  incentive
               stock option within the meaning of Section 422(b) of the Code (or
               any amendment or  substitute  or successor  thereto or regulation
               thereunder),  including in  substance,  without  limitation,  the
               following:

               (i)  The purchase  price of stock  subject to an Incentive  Stock
                    Option shall not be less than 100 percent of the fair market
                    value of such  stock on the date the option is  granted,  as
                    determined by the Committee.

               (ii) The aggregate  fair market value  (determined as of the time
                    the option is  granted)  of the stock with  respect to which
                    incentive  stock options are  exercisable for the first time
                    by an optionee in any calendar  year (under all plans of the
                    Company and its subsidiary corporations (which term, as used
                    hereinafter,  shall  have the  meaning  ascribed  thereto in
                    Section  424(f)  of the  Code  (or  successor  provision  of
                    similar import))) shall not exceed $100,000.

               (iii)No  Incentive  Stock Option shall be granted to any employee
                    if at the time the option is  granted  the  individual  owns
                    stock  possessing more than 10 percent of the total combined
                    voting  power of all classes of stock of the Company or of a
                    subsidiary  corporation  of the Company,  unless at the time
                    such  option is  granted  the  option  price is at least 110
                    percent  of the fair  market  value  (as  determined  by the
                    Committee) of the stock subject to the option

                                       9
and such  option by its terms is not  exercisable  after the
                    expiration of five years from the date of grant.

               (iv) Directors  who are not employees of the Company shall not be
                    eligible to receive Incentive Stock Options.

               (v)  In the  event of  Termination  of  employment  by  reason of
                    Retirement,  if an Incentive Stock Option is exercised after
                    the  expiration  of the  exercise  periods  that  apply  for
                    purposes  of  Section  422  of the  Code,  the  option  will
                    thereafter be treated as a Nonqualified Stock Option.

          (h)  Automatic   Grant   of   Options   to   Nonemployee    Directors.
               Notwithstanding  any other  provision  of the Plan,  the grant of
               options  hereunder to directors who are not also employees of the
               Company  ("Nonemployee   Directors")  shall  be  subject  to  the
               following terms and conditions:

               (i)  Immediately  following each of the nine  consecutive  annual
                    meetings  of  the   stockholders  of  the  Company  ("Annual
                    Meeting")  beginning  with the  1994  Annual  Meeting,  each
                    Nonemployee  Director of the  Company who is then  incumbent
                    shall be granted a  Nonqualified  Stock  Option to  purchase
                    2,500 Shares (as adjusted pursuant to paragraph 20, below).

               (ii) If, during the period beginning with the 1994 Annual Meeting
                    and ending with the 2003 Annual Meeting, a person is elected
                    or appointed as a Nonemployee  Director of the Company other
                    than at an Annual  Meeting,  such person shall  thereupon be
                    granted a Nonqualified Stock Option to purchase 2,500 Shares
                    (as adjusted pursuant to paragraph 20, below).

               (iii)The purchase  price of stock subject to an option granted to
                    Nonemployee  Directors  under this  paragraph  6(h) shall be
                    equal to 100 percent of the fair market  value of such stock
                    on the date the  option is  granted,  as  determined  by the
                    Committee.

               (iv) Except as provided in paragraph  18, each option  granted to
                    Nonemployee Directors under this paragraph 6(h) shall not be
                    exercisable   until  one  year  after  the  date  of  grant;
                    provided,  however,  that no portion of the option  shall be
                    exercisable  any earlier  than the date the Plan is approved
                    by the stockholders of the Company.

               (v)  Unless  otherwise  provided in the Plan, all provisions with
                    respect to the terms of Nonqualified Stock Options hereunder
                    shall  be  applicable  to  options  granted  to  Nonemployee
                    Directors under this paragraph 6(h).

               (vi) The automatic  grants described in this paragraph 6(h) shall
                    constitute  the only awards  under the Plan  permitted to be
                    made to Nonemployee Directors.

7.       Stock Appreciation Rights.

     Stock  appreciation  rights  (SARs)  shall  be  evidenced  by  written  SAR
agreements in such form not  inconsistent  with the Plan as the Committee  shall
approve from time to time; provided that the maximum number of SARs which may be
granted to any one  grantee  during  any  twelve-month  period is  100,000  ((as
adjusted pursuant to paragraph 20, below). Such SAR agreements shall contain the
terms  and  conditions  applicable  to the  SARs,  including  in  substance  the
following terms and conditions:

                                       10
(a)  Award.  SARs may be granted in  connection  with a previously  or
               contemporaneously granted stock ----- option, or independently of
               a stock option.  SARs shall entitle the grantee,  subject to such
               terms and  conditions as may be determined by the  Committee,  to
               receive upon  exercise  thereof all or a portion of the excess of
               (i) the fair market value at the time of exercise,  as determined
               by the Committee, of a specified number of Shares with respect to
               which the SAR is  exercised,  over (ii) a  specified  price which
               shall not be less than 100  percent of the fair  market  value of
               the  Shares  at the time the SAR is  granted,  or,  if the SAR is
               granted in connection with a previously issued stock option,  not
               less than 100 percent of the fair  market  value of the Shares at
               the time such option was  granted.  Upon  exercise of a SAR,  the
               number of Shares reserved for issuance hereunder shall be reduced
               by the number of Shares  covered by the SAR.  Shares covered by a
               SAR shall not be used more than once to  calculate  the amount to
               be received pursuant to the exercise of the SAR.

          (b)  SARs Related to Stock Options. If a SAR is granted in relation to
               a stock option,  (i) the SAR shall  -----------------------------
               be exercisable  only at such times,  and by such persons,  as the
               related  option  is  exercisable;  (ii)  the  grantee's  right to
               exercise  the  related  option  shall be  canceled  if and to the
               extent  that  the  Shares  subject  to the  option  are  used  to
               calculate  the amount to be  received  upon the  exercise  of the
               related SAR;  (iii) the  grantee's  right to exercise the related
               SAR  shall be  canceled  if and to the  extent  that  the  Shares
               subject to the SAR are purchased upon the exercise of the related
               option;  and (iv) the SAR shall not be transferable other than by
               will or by the laws of  descent  and  distribution,  and shall be
               exercisable  during  the  lifetime  of the  grantee  only by him.
               Notwithstanding  anything  herein to the contrary,  the Committee
               shall  not  reprice  any  SARs  previously  awarded  to  a  lower
               specified base price at any time during the term of such SAR.

          (c)  Term.  Each SAR  agreement  shall  state the period or periods of
               time within which the SAR may ---- be  exercised,  in whole or in
               part,  as  determined  by the Committee and subject to such terms
               and  conditions  as  are  prescribed  for  such  purpose  by  the
               Committee,  provided that no SAR shall be exercisable,  except as
               provided  in  paragraph  18 or in the  event  of  Retirement  (as
               defined  below),  any  more  rapidly  than  from  (i)  the  first
               anniversary of the date of grant thereof, to the extent of 25% of
               the Shares covered  thereby,  (ii) the second  anniversary of the
               date of grant thereof,  to the extent of an additional 25% of the
               Shares covered thereby,  (iii) the third  anniversary of the date
               of grant  thereof,  to the  extent  of an  additional  25% of the
               Shares covered  thereby,  and (iv) the fourth  anniversary of the
               date of grant thereof,  to the extent of the remaining 25% of the
               Shares covered  thereby.  The Committee,  in its discretion,  may
               provide  in  the  SAR   agreement   that  the  SAR  shall  become
               immediately  exercisable,  in whole or in part,  in the  event of
               Retirement.  Notwithstanding  the  foregoing,  no  SAR  shall  be
               exercisable after ten years from the date of grant.

          (d)  Termination.  SARs shall be exercisable only during the grantee's
               tenure as an employee or director of the Company, except that, in
               the  discretion of the Committee,  a SAR may be made  exercisable
               for up to three  months after the grantee is  Terminated  for any
               reason other than Retirement,  death or Disability, and for up to
               one year after the grantee is Terminated  because of  Retirement,
               death or Disability.

          (e)  Payment.  Upon exercise of a SAR,  payment shall be made in cash,
               in Shares at fair market value on the date of  exercise,  or in a
               combination  thereof,  as the Committee may determine at the time
               of exercise.

          (f)  Other Terms.  SARs shall be granted in such manner and such form,
               and  subject  to such  additional  terms and  conditions,  as the
               Committee in its sole  discretion  deems  necessary or desirable,
               including without  limitation:  (i) if granted in connection with
               an Incentive Stock Option,  in order to satisfy any  requirements
               set forth  under  Section  422 of the Code;  or, (ii) in order to
               avoid any insidertrading liability in connection with a SAR under
               Section 16(b) of the 1934 Act.

                                       11
8.       Restricted Stock Awards.

     Restricted  stock awards under the Plan shall consist of Shares free of any
purchase price or for such purchase price as may be established by the Committee
restricted  against transfer,  subject to forfeiture,  and subject to such other
terms and conditions (including attainment of performance  objectives) as may be
determined  by the  Committee.  Restricted  stock shall be  evidenced by written
restricted stock  agreements in such form not inconsistent  with the Plan as the
Committee  shall approve from time to time,  which  agreement  shall contain the
terms and  conditions  applicable  to such awards,  including  in substance  the
following terms and conditions:

          (a)  Restriction Period. Restrictions shall be imposed for such period
               or  periods  as  may  be  determined  ------------------  by  the
               Committee.  The Committee, in its discretion,  may provide in the
               agreement  circumstances  under which the restricted  stock shall
               become  immediately  transferable  and  nonforfeitable,  or under
               which the restricted  stock shall be forfeited,  provided that no
               restricted stock award shall become immediately  transferable and
               nonforfeitable,  except as  provided  in  paragraph  18 or in the
               event of  Retirement  (as defined  below),  any more rapidly than
               from (i) the first  anniversary of the date of grant thereof,  to
               the extent of 25% of the Shares covered thereby,  (ii) the second
               anniversary  of the date of grant  thereof,  to the  extent of an
               additional  25% of the Shares  covered  thereby,  (iii) the third
               anniversary  of the date of grant  thereof,  to the  extent of an
               additional 25% of the Shares covered thereby, and (iv) the fourth
               anniversary  of the date of grant  thereof,  to the extent of the
               remaining 25% of the Shares covered  thereby.  The Committee,  in
               its  discretion,  may provide in the restricted  stock  agreement
               that the restricted stock shall become  immediately  transferable
               and nonforfeitable in the event of Retirement.

          (b)  Restrictions  Upon  Transfer.  Restricted  stock and the right to
               vote such  Shares and to receive  dividends  thereon,  may not be
               sold, assigned, transferred, exchanged, pledged, hypothecated, or
               otherwise  encumbered,  except as  herein  provided,  during  the
               restriction period applicable to such Shares. Notwithstanding the
               foregoing,  and except as  otherwise  provided  in the Plan,  the
               grantee  shall  have all of the other  rights  of a  stockholder,
               including, but not limited to, the right to receive dividends and
               the right to vote such Shares.

          (c)  Certificates.  A certificate  or  certificates  representing  the
               number of  restricted  Shares  granted shall be registered in the
               name of the grantee. The Committee, in its sole discretion, shall
               determine when the certificate or certificates shall be delivered
               to the grantee (or, in the event of the grantee's  death,  to his
               Beneficiary),  may provide for the holding of such certificate or
               certificates  in  escrow  or in  custody  by the  Company  or its
               designee  pending their  delivery to the grantee or  Beneficiary,
               and may  provide  for any  appropriate  legend to be borne by the
               certificate or certificates.

          (d)  Lapse of  Restrictions.  The  restricted  stock  agreement  shall
               specify the terms and conditions upon which any restriction  upon
               restricted  stock awarded under the Plan shall expire,  lapse, or
               be removed, as determined by the Committee.  Upon the expiration,
               lapse,  or  removal  of  such  restrictions,  Shares  free of the
               restrictive  legend  shall be issued to the  grantee of his legal
               representative.

9.       Performance Units.

     Performance  unit awards  under the Plan shall  entitle  grantees to future
payments based upon the achievements of  pre-established  long-term  performance
objectives and shall be evidenced by written performance unit agreements in such
form not inconsistent with this Plan as the Committee shall approve from time to
time. Such agreements  shall contain the terms and conditions  applicable to the
performance  unit  awards,  including  in  substance  the  following  terms  and
conditions:

                                       12
(a)  Performance Period. The Committee shall establish with respect to
               each unit award a performance period of not fewer than two years.

          (b)  Unit Value.  The Committee  shall  establish with respect to each
               unit award value for each unit which shall not thereafter change,
               or which may vary  thereafter  pursuant to criteria  specified by
               the Committee.

          (c)  Performance  Targets.  The Committee shall establish with respect
               to each unit award maximum and minimum  performance targets to be
               achieved during the applicable performance period. Achievement of
               maximum targets shall entitle grantees to payment with respect to
               the full value of a unit  award.  Grantees  shall be  entitled to
               payment  with  respect to a portion of a unit award  according to
               the level of achievement of targets as specified by the Committee
               for performance  which achieves or exceeds the minimum target but
               fails to achieve the maximum target.

          (d)  Performance  Measures.  Performance  targets  established  by the
               Committee  shall relate to corporate,  subsidiary,  division,  or
               unit  performance  and may be  established  in terms of growth in
               gross revenue,  earnings per share,  ratios of earnings to equity
               or  assets,  or  such  other  measures  or  standards  as  may be
               determined by the Committee in its discretion.  Multiple  targets
               may be used and may have the  same or  different  weighting,  and
               they may relate to absolute  performance or relative  performance
               measured against other companies or businesses.

          (e)  Adjustments.  At any time prior to the  payment of a unit  award,
               the  Committee  may  adjust  previously  established  performance
               targets or other terms and conditions, including the Company's or
               other corporations'  financial  performance for Plan purposes, to
               reflect  major  unforeseen   events  such  as  changes  in  laws,
               regulations or accounting  practices,  mergers,  acquisitions  or
               divestitures  or other  extraordinary  unusual  or  non-recurring
               items or events.

          (f)  Payment  of  Unit  Awards.   Following  the  conclusion  of  each
               performance  period,  the Committee shall determine the extent to
               which performance  targets have been attained and any other terms
               and  conditions  satisfied for such period.  The Committee  shall
               determine  what,  if any,  payment  is due on the unit  award and
               whether  such  payment  shall  be  made  in  cash,  Shares,  or a
               combination  thereof.  Payment  shall  be made  in a lump  sum or
               installments,  as  determined  by the  Committee,  commencing  as
               promptly  as  practicable  following  the end of the  performance
               period unless  deferred  subject to such terms and conditions and
               in such form as may be prescribed by the Committee.

          (g)  Termination.  In the event  that a grantee  is  Terminated  as an
               employee or director by the Company  ----------- prior to the end
               of the  performance  period by reason  of death,  Disability,  or
               Retirement  with the consent of the Company,  any unit award,  to
               the extent earned under the applicable performance targets, shall
               be payable at the end of the performance  period according to the
               portion of the  performance  period  during which the grantee was
               employed by or served as a director of the Company, provided that
               the Committee  shall have the power to provide for an appropriate
               settlement  of a unit  award  before  the end of the  performance
               period. Upon any other Termination, participation shall terminate
               forthwith and all outstanding unit awards shall be canceled.

10.      Loans and Supplemental Cash.

     The Committee,  in its sole  discretion to further the purpose of the Plan,
may provide for supplemental cash payments or loans to individuals in connection
with all or any part of an award  under the  Plan.  Supplemental  cash  payments
shall be subject  to such terms and  conditions  as shall be  prescribed  by the
Committee  at the time of grant,  provided  that in no event shall the amount of
payment exceed:

                                       13
(a)  In the case of an option, the excess fair market value of a Share
               on the date of exercise  over the option price  multiplied by the
               number of Shares for which such option is exercised, or

          (b)  In the  case of a SAR,  performance  unit,  or  restricted  stock
               award, the value of the Shares and other consideration  issued in
               payment of such award.

Any loan shall be evidenced by a written loan  agreement or other  instrument in
such  form  and  containing  such  terms  and  conditions  (including,   without
limitation, provisions for interest, payment schedules, collateral,  forgiveness
or acceleration) as the Committee may prescribe from time to time.

11.      General Restrictions.

     Each award  under the Plan shall be subject to the  requirement  that if at
any time the Company  shall  determine  that (i) the  listing,  registration  or
qualification  of the  Shares  subject or related  thereto  upon any  securities
exchange  or under any state or federal  law, or (ii) the consent or approval of
any  regulatory  body,  or (iii) an agreement by the  recipient of an award with
respect to the  disposition of Shares,  or (iv) the  satisfaction of withholding
tax or other withholding liabilities is necessary or desirable as a condition of
or in connection  with the granting of such award or the issuance or purchase of
Shares  thereunder,  such award shall be consummated in whole or in part only if
such listing,  registration,  qualification,  consent,  approval,  agreement, or
withholding  shall have been  effected or obtained  on terms  acceptable  to the
Company.  Any such  restriction  affecting  an award  shall not  extend the time
within  which  the award may be  exercised;  and  neither  the  Company  nor its
directors or officers nor the Committee  shall have any  obligation or liability
to the grantee or to a  Beneficiary  with  respect to any Shares with respect to
which an award  shall  lapse or with  respect  to which the grant,  issuance  or
purchase of Shares shall not be effected, because of any such restriction.

12.      Single or Multiple Agreements.

     Multiple awards,  multiple forms of awards, or combinations  thereof may be
evidenced by a single  agreement or multiple  agreements,  as  determined by the
Committee.

13.      Rights of the Shareholder.

     The  recipient  of any  award  under the  Plan,  shall  have no rights as a
shareholder  with respect thereto unless and until  certificates  for Shares are
issued to him, and the issuance of Shares shall confer no  retroactive  right to
dividends.

14.      Rights to Terminate.

     Nothing in the Plan or in any  agreement  entered into pursuant to the Plan
shall  confer  upon any person the right to continue  in the  employment  of the
Company or to serve as a  director,  or affect any right  which the  Company may
have to terminate the employment or directorship of such person.

15.      Withholding.

          (a)  Prior to the issuance or transfer of Shares  under the Plan,  the
               recipient  shall  remit to the  Company an amount  sufficient  to
               satisfy any federal, state or local withholding tax requirements.
               The recipient may satisfy the withholding requirement in whole or
               in part by electing to have the Company  withhold Shares having a
               value equal to the amount  required to be withheld.  The value of
               the Shares to be  withheld  shall be the fair  market  value,  as
               determined  by the  Committee,  of the stock on the date that the
               amount of tax to be withheld is determined (the "Tax Date"). Such
               election must be made prior to the Tax Date, must comply with all
               applicable  securities  law  and  other  legal  requirements,  as
               interpreted by the Committee, and may not be made unless approved
               by the Committee, in its discretion.

                                       14
(b)  Whenever  payments  to a grantee in respect of an award under the
               Plan to be made in cash, such payments shall be net of the amount
               necessary to satisfy any federal,  state or local withholding tax
               requirements.

16.      Non-Assignability.

     No award under the Plan shall be sold,  assigned,  transferred,  exchanged,
pledged,  hypothecated,  or otherwise  encumbered,  other than by will or by the
laws of descent and  distribution,  or by such other means as the  Committee may
approve.  Except as otherwise provided herein, during the life of the recipient,
such award shall be exercisable only by such person or by such person's guardian
or legal representative.

17.      Non-Uniform Determinations.

     The Committee's determinations under the Plan (including without limitation
determinations of the persons to receive awards,  the form, amount and timing of
such  awards,  the  terms  and  provisions  of such  awards  and the  agreements
evidencing same, and the  establishment of values and performance  targets) need
not be uniform and may be made  selectively  among  persons who receive,  or are
eligible  to receive,  awards  under the Plan,  whether or not such  persons are
similarly situated.

18.      Change In Control Provisions.

     (a) In the event of (1) a Change in Control (as defined) or (2) a Potential
Change in Control (as  defined),  but only if and to the extent so determined by
the Board of  Directors  at or after  grant  (subject  to any right of  approval
expressly reserved by the Board of Directors at the time of such determination),
the following acceleration and valuation provisions shall apply:

          (i)  Any  SARs  outstanding  for at least  six  months  and any  stock
               options  awarded under the Plan not  previously  exercisable  and
               vested shall become fully exercisable and vested.

          (ii) Any  restrictions  and  deferral  limitations  applicable  to any
               restricted stock,  performance units or other Stock-based awards,
               in each case to the extent  not  already  vested  under the Plan,
               shall  lapse  and  such  shares,   performance   units  or  other
               stock-based awards shall be deemed fully vested.

          (iii)The value of all  outstanding  stock  options,  SARs,  restricted
               stock,  performance units and other  stock-based  awards, in each
               case to the extent vested,  shall, unless otherwise determined by
               the Committee in its sole  discretion at or after grant but prior
               to any  Change  in  Control,  be  cashed  out on the basis of the
               Change in Control  Price (as  defined) as of the date such Change
               in Control or such  Potential  Change in Control is determined to
               have  occurred or such other date as the  Committee may determine
               prior to the Change in Control.

     (b) As used herein, the term "Change in Control" means the happening of any
of the following:

          (i)  Any person or entity,  including  a "group" as defined in Section
               13(d)(3) of the 1934 Act, other than the Company, a subsidiary of
               the Company,  or any employee  benefit plan of the Company or its
               subsidiaries,  becomes  the  beneficial  owner  of the  Company's
               securities having 20 percent or more of the combined voting power
               of the then  outstanding  securities  of the Company  that may be
               cast for the election for directors of the Company (other than as
               a result of an issuance of securities initiated by the Company in
               the ordinary course of business), or

                                       15
(ii) As the  result  of, or in  connection  with,  any cash  tender or
               exchange  offer,  merger or other business  combination,  sale of
               assets or contested election, or any combination of the foregoing
               transactions,  less than a majority of the combined  voting power
               of  the  then  outstanding  securities  of  the  Company  or  any
               successor corporation or entity entitled to vote generally in the
               election of directors of the Company or such other corporation or
               entity  after  such  transaction,  are held in the  aggregate  by
               holders of the Company's securities entitled to vote generally in
               the  election of directors  of the Company  immediately  prior to
               such transactions; or

          (iii)During any period of two  consecutive  years,  individuals who at
               the  beginning  of  any  such  period  constitute  the  Board  of
               Directors  cease for any reason to constitute at least a majority
               thereof,  unless the election,  or the nomination for election by
               the Company's stockholders, of each director of the Company first
               elected  during  such  period was  approved by a vote of at least
               two-thirds  of the  directors of the Company then still in office
               who were  directors  of the Company at the  beginning of any such
               period.

     (c) As used  herein,  the term  "Potential  Change  in  Control"  means the
happening of any of the following:

          (i)  The approval by stockholders of an agreement by the Company,  the
               consummation  of which would result in a Change in Control of the
               Company; or

          (ii) The acquisition of beneficial ownership,  directly or indirectly,
               by any  entity,  person  or  group  (other  than the  Company,  a
               wholly-owned  subsidiary  thereof or any employee benefit plan of
               the Company or its  subsidiaries  (including  any trustee of such
               plan  acting  as such  trustee))  of  securities  of the  Company
               representing  10 percent or more of the combined  voting power of
               the  Company's  outstanding  securities  and the  adoption by the
               Board of Directors of a resolution to the effect that a Potential
               Change in Control of the Company  has  occurred  for  purposes of
               this Plan.

     (d) As used herein,  the term  "Change in Control  Price" means the highest
price per share paid in any transaction  reported on the National Association of
Securities  Dealers  Automated  Quotation  System,  or  paid or  offered  in any
bonafide  transaction  related to a Potential or actual Change in Control of the
Company  at any  time  during  the  60  day  period  immediately  preceding  the
occurrence of the Change in Control (or, where applicable, the occurrence of the
Potential  Change in Control  event),  in each case  determined by the Committee
except  that,  in the case of  Incentive  Stock  Options  and SARs  relating  to
Incentive Stock Options, such price shall be based only on transactions reported
for the date on which the optionee exercises such SARs or, where applicable, the
date on which a cash out occurs under Section 18(a)(iii).

19.      Non-Competition Provision.

     Unless the award  agreement  relating to a stock  option,  SAR,  restricted
stock or  performance  unit  specifies  otherwise,  a grantee  shall forfeit all
unexercised,  unearned  and/or  unpaid  awards,  including,  but  not  by way of
limitation,  awards earned but not yet paid,  all unpaid  dividends and dividend
equivalents, and all interest, if any, accrued on the foregoing, if the grantee,
without the written  consent of the Company,  engages  directly or indirectly in
any manner or capacity as principal, agent, partner, officer, director, employee
or  otherwise,  in any  business  or  activity  which is, in the  opinion of the
Committee,  (i) competitive with the business conducted by the Company or any of
its  subsidiaries,  or (ii) inimical to the best interests of the Company or any
of its subsidiaries.

20.      Adjustments.

     In the event of any change in the outstanding  common stock of the Company,
by  reason  of a  stock  dividend  or  distribution,  recapitalization,  merger,
consolidation,  reorganization, split-up, combination, exchange or Shares or the
like, the Board of Directors, in its discretion,  may adjust proportionately the

                                       16
number of  Shares  which may be  issued  under  the Plan,  the  number of Shares
subject to outstanding awards, and the option exercise price of each outstanding
option,  and  may  make  such  other  changes  in  outstanding  options,   SARs,
performance  units and  restricted  stock awards,  as it deems  equitable in its
absolute  discretion  to  prevent  dilution  or  enlargement  of the  rights  of
grantees,  provided that any fractional  Shares  resulting from such adjustments
shall be eliminated.

21.      Amendment.

     The Board of Directors may terminate,  amend, modify or suspend the Plan at
any time,  except that the Board shall not,  without  the  authorization  of the
holders of a majority  of  Company's  voting  securities,  increase  the maximum
number of  Shares  which may be issued  under  the Plan  (other  than  increases
pursuant to  paragraph  20 hereof),  extend the last date on which awards may be
granted under the Plan,  extend the date on which the Plan  expires,  change the
class of persons eligible to receive awards, or change the minimum option price.
In no event,  however,  shall the  provisions of paragraph  6(h) be amended more
often than once every six  months,  other  than to comport  with  changes in the
Code, the Employment  Retirement Income Security Act of 1974, as amended, or the
rules thereunder. No termination,  modification,  amendment or suspension of the
Plan shall  adversely  affect the rights of any grantee or Beneficiary  under an
award previously granted,  unless the grantee or Beneficiary shall consent;  but
it shall be conclusively  presumed that any adjustment  pursuant to paragraph 20
hereof does not adversely affect any such right.

22.      Effect on Other Plans.

     Participation  in this Plan shall not  affect a  grantee's  eligibility  to
participate  in any other benefit or incentive  plan of the Company.  Any awards
made  pursuant  to this  Plan  shall  not be used in  determining  the  benefits
provided  under any  other  plan of the  Company  unless  specifically  provided
therein.

23.      Effective Date and Duration of the Plan.

     The Plan shall become  effective  when  adopted by the Board of  Directors,
provided that the Plan is approved by the holders of a majority of the Company's
voting  securities  on the date of its adoption by the Board or before the first
anniversary  of that date.  Unless it is sooner  terminated in  accordance  with
paragraph 21 hereof,  the Plan shall remain in effect until all awards under the
Plan have been  satisfied  by the  issuance of Shares or payment of cash or have
expired or  otherwise  terminated,  but no award shall be granted  more than ten
years  after  the  earlier  of the  date  the Plan is  adopted  by the  Board of
Directors or is approved by the holders of the Company's voting securities.

24.      Unfunded Plan.

     The Plan shall be  unfunded,  except to the extent  otherwise  provided  in
accordance with Section 8 hereof. Neither the Company nor any affiliate shall be
required to segregate any assets that may be represented by stock options, SARs,
or performance  units, and neither the Company nor any affiliate shall be deemed
to be a  trustee  of any  amounts  to be paid  under any  stock  option,  SAR or
performance  unit.  Any  liability  of the Company or any  affiliate  to pay any
grantee or Beneficiary with respect to an option,  SAR or performance unit shall
be based  solely  upon  any  contractual  obligations  created  pursuant  to the
provisions  of the Plan; no such  obligations  will be deemed to be secured by a
pledge or encumbrance on any property of the Company or an affiliate.

                                       17
25.      Governing Law.

     The Plan shall be construed and its provisions enforced and administered in
accordance  with the laws of the State of  Tennessee  except to the extent  that
such laws may be superseded by any federal law.

ADOPTED  BY THE BOARD OF  DIRECTORS  OF  CATHERINES  STORES  CORPORATION  ON THE
THIRTIETH DAY OF MARCH, 1994, AND AMENDED BY THE SHAREHOLDERS ON JUNE 2, 1999.

                 By:  /s/ Bernard J. Wein
                    ----------------------
                         Bernard J. Wein, Chairman of the Board of Directors,
                         President and
                         Chief Executive Officer

                                       18
NONQUALIFIED STOCK OPTION AGREEMENT
                  PURSUANT TO THE CATHERINES STORES CORPORATION
                           1994 OMNIBUS INCENTIVE PLAN

     CATHERINES  STORES  CORPORATION,  a Delaware  corporation  (the "Company"),
hereby grants to v1 (the "Optionee") an option ("Option") to purchase a total of
v2 shares of $.01 par value common stock of the Company (the  "Shares"),  at the
price determined as provided  herein,  and in all respects subject to the terms,
definitions  and  provisions  of the 1994  OMNIBUS  INCENTIVE  PLAN (the "Plan")
adopted by the Company which is incorporated herein by reference.

     1. Nature of the Option.  This Option is not  intended to be an  "incentive
stock option" within the meaning of section 422 of the Internal  Revenue Code of
1986, as amended.

     2. Option Price. The option price is $v3 for each Share.

     3. Exercise of Option.  This Option shall be exercisable only in accordance
with the provisions of the Plan, and only by written notice which shall:

          (a)  state the election to exercise  the Option,  the number of Shares
               in  respect of which it is being  exercised,  the person in whose
               name the stock  certificate or certificates for such Shares is to
               be registered,  his or her address and Social Security Number (or
               if more  than one,  the  names,  addresses  and  Social  Security
               Numbers of such persons);

          (b)  contain such  representations  and  agreements as to the holder's
               investment  intent with respect to such Shares as may be required
               by the Company pursuant to the Plan or this Agreement;

          (c)  be signed by the  person or  persons  entitled  to  exercise  the
               Option,  and if the  Option is being  exercised  by any person or
               persons  other  than  the  Optionee,  be  accompanied  by  proof,
               satisfactory  to the  Company,  of the  right of such  person  or
               persons to exercise the Option;

          (d)  be in writing and delivered in person or by certified mail to the
               Secretary of the Company; and

          (e)  be   accompanied  by  payment  in  full   (including   applicable
               withholding  taxes,  if any,  as  described  in Section 8 of this
               Agreement).  Payment  of the  purchase  price  shall  be in cash,
               currency,  by certified or bank cashier's check and/or Shares, or
               a combination thereof pursuant to the provisions of the Plan.

Unless the sale of Shares pursuant to this Option has been registered  under the
Securities  Act of  1933 on Form  S-8 or  successor  form,  the  certificate  or
certificates  for Shares as to which the Option shall be exercised shall contain
the following legend:

                  "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 AND HAVE  BEEN
                  ACQUIRED FOR  INVESTMENT  PURPOSES ONLY AND NOT WITH A VIEW TO
                  THE DISTRIBUTION  THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD
                  OR  TRANSFERRED  UNLESS SUCH SALE OR  TRANSFER  IS  REGISTERED
                  UNDER SUCH ACT OR THE  COMPANY  RECEIVES AN OPINION OF COUNSEL
                  FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY
                  STATING  THAT  SUCH  SALE  OR  TRANSFER  IS  EXEMPT  FROM  THE
                  REGISTRATION  REQUIREMENTS OF THE ACT, AND UNLESS SUCH SALE OR
                  TRANSFER IS AUTHORIZED UNDER APPLICABLE STATE LAW."

                                       19
4. Extent of Exercise. This Option shall be exercisable at any time in such
amounts and at such times as are set forth below:

          (a)  Exercisable  to the extent of 25% of the Shares covered hereby on
               or after  the  first  anniversary  of the date of grant set forth
               below  ("Date  of  Grant");  exercisable  to  the  extent  of  an
               additional  25% of the  Shares  covered  hereby  on or after  the
               second  anniversary  of the  Date of  Grant;  exercisable  to the
               extent of an additional  25% of the Shares  covered  hereby on or
               after the third anniversary of the Date of Grant; and exercisable
               to the extent of the remaining 25% of the Shares  covered  hereby
               on or after the fourth anniversary of the Date of Grant.

          (b)  Notwithstanding  paragraph  4(a) hereof,  the entire  unexercised
               portion of this Option shall be  exercisable on or after the date
               of Optionee's Retirement (as defined in the Plan).

          (c)  Notwithstanding  paragraphs  4(a) and 4(b) hereof,  no portion of
               this Option  shall be  exercisable  any earlier than the date the
               Plan is approved by the stockholders of the Company.

     5.  Restrictions  on  Exercise.  This  Option may not be  exercised  if the
issuance of such Shares upon such exercise  would  constitute a violation of any
applicable  federal or state  securities  laws or other law or regulation.  As a
condition to the  exercise of this Option,  the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation or may otherwise be appropriate.

     6.  Nontransferability  of Option.  This Option may not be sold,  assigned,
transferred,  exchanged,  pledged,  hypothecated, or otherwise encumbered, other
than by will or by the laws of descent and distribution.  During the lifetime of
the Optionee this Option is exercisable only by the Optionee.  The terms of this
Option shall be binding upon the executors,  administrators,  heirs,  successors
and assigns of the Optionee.

     7. Term of  Option.  This  Option may not be  exercised  more than ten (10)
years from the date of grant of this  Option and may be  exercised  during  such
term only in accordance with the Plan and the terms of this Agreement.

     8.  Withholding.  Prior to the issuance of Shares  under this  Option,  the
Optionee shall remit to the Company an amount sufficient to satisfy any federal,
state or local  withholding  tax  requirements.  The  Optionee  may  satisfy the
withholding  requirement  in whole or in part by  electing  to have the  Company
withhold Shares having a value equal to the amount required to be withheld.  The
value of the Shares to be withheld shall be the fair market value, as determined
by the Committee, of the stock on the date that the amount of tax to be withheld
is  determined  (the "Tax Date").  Such  election  must be made prior to the Tax
Date,   must  comply  with  all  applicable   securities  law  and  other  legal
requirements,  as  interpreted  by the  Committee,  and may  not be made  unless
approved in advance by the Committee,  in its discretion.  The Company  reserves
the right to make whatever  further  arrangements  it deems  appropriate for the
withholding of any taxes in connection with any transaction contemplated by this
Agreement or the Plan.

     9. Merger. This Agreement supersedes any other agreement,  written or oral,
between the parties with respect to the subject matter hereof.

                                       20
10. Optionee  Acknowledgement.  Optionee  acknowledges receipt of a copy of
the Plan,  which is annexed  hereto,  and represents  that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Option subject to
all the  terms  and  provisions  thereof.  Optionee  hereby  agrees to accept as
binding, conclusive and final decisions or interpretations of the Committee upon
any questions arising under the Plan.

DATE OF GRANT:

                            CATHERINES STORES CORPORATION

                            By:
                              ---------------------------
                            Its:
                              ---------------------------

        Agreed to and accepted this _ day of _________, 19__.

                                       21
INCENTIVE STOCK OPTION AGREEMENT
                  PURSUANT TO THE CATHERINES STORES CORPORATION
                           1994 OMNIBUS INCENTIVE PLAN

     CATHERINES  STORES  CORPORATION,  a Delaware  corporation  (the "Company"),
hereby grants to v1 (the "Optionee") an option ("Option") to purchase a total of
v2 shares of $.01 par value common stock of the Company (the  "Shares"),  at the
price determined as provided  herein,  and in all respects subject to the terms,
definitions  and  provisions  of the 1994  OMNIBUS  INCENTIVE  PLAN (the "Plan")
adopted by the Company which is incorporated herein by reference.

     1. Nature of the Option.  This Option is intended to be an "incentive stock
option" within the meaning of section 422 of the Internal  Revenue Code of 1986,
as amended (the "Code").

     2.  Option  Price.  Except as  otherwise  provided in Section 8, the option
price is $v3 for each Share, which is the fair market value of the Shares on the
date of grant set forth below ("Date of Grant"), as determined by the Committee.

     3. Exercise of Option.  This Option shall be exercisable only in accordance
with the provisions of the Plan, and only by written notice which shall:

          (a)  state the election to exercise  the Option,  the number of Shares
               in  respect of which it is being  exercised,  the person in whose
               name the stock  certificate or certificates for such Shares is to
               be registered,  his or her address and Social Security Number (or
               if more  than one,  the  names,  addresses  and  Social  Security
               Numbers of such persons);

          (b)  contain such  representations  and  agreements as to the holder's
               investment  intent with respect to such Shares as may be required
               by the Company pursuant to the Plan or this Agreement;

          (c)  be signed by the  person or  persons  entitled  to  exercise  the
               Option,  and if the  Option is being  exercised  by any person or
               persons  other  than  the  Optionee,  be  accompanied  by  proof,
               satisfactory  to the  Company,  of the  right of such  person  or
               persons to exercise the Option;

          (d)  be in writing and delivered in person or by certified mail to the
               Secretary of the Company; and

          (e)  be   accompanied  by  payment  in  full   (including   applicable
               withholding  taxes,  if any,  as  described  in Section 8 of this
               Agreement).  Payment  of the  purchase  price  shall  be in cash,
               currency,  by certified or bank cashier's check and/or Shares, or
               a combination thereof pursuant to the provisions of the Plan.

Unless the sale of Shares pursuant to this Option has been registered  under the
Securities  Act of  1933 on Form  S-8 or  successor  form,  the  certificate  or
certificates  for Shares as to which the Option shall be exercised shall contain
the following legend:

                                       22
"THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 AND HAVE  BEEN
                  ACQUIRED FOR  INVESTMENT  PURPOSES ONLY AND NOT WITH A VIEW TO
                  THE DISTRIBUTION  THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD
                  OR  TRANSFERRED  UNLESS SUCH SALE OR  TRANSFER  IS  REGISTERED
                  UNDER SUCH ACT OR THE  COMPANY  RECEIVES AN OPINION OF COUNSEL
                  FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY
                  STATING  THAT  SUCH  SALE  OR  TRANSFER  IS  EXEMPT  FROM  THE
                  REGISTRATION  REQUIREMENTS OF THE ACT, AND UNLESS SUCH SALE OR
                  TRANSFER IS AUTHORIZED UNDER APPLICABLE STATE LAW."

     4. Extent of Exercise. This Option shall be exercisable at any time in such
amounts and at such times as are set forth below:

          (a)  Exercisable  to the extent of 25% of the Shares covered hereby on
               or after  the  first  anniversary  of the date of grant set forth
               below  ("Date  of  Grant");  exercisable  to  the  extent  of  an
               additional  25% of the  Shares  covered  hereby  on or after  the
               second  anniversary  of the  Date of  Grant;  exercisable  to the
               extent of an additional  25% of the Shares  covered  hereby on or
               after the third anniversary of the Date of Grant; and exercisable
               to the extent of the remaining 25% of the Shares  covered  hereby
               on or after the fourth anniversary of the Date of Grant.

          (b)  Notwithstanding  paragraph  4(a) hereof,  the entire  unexercised
               portion of this Option shall be  exercisable on or after the date
               of Optionee's Retirement (as defined in the Plan).

          (c)  Notwithstanding   paragraphs  4(a)  and  4(b)  hereof,   (i)  the
               aggregate fair market value  (determined as of the Date of Grant)
               of the Shares with  respect to which this Option are  exercisable
               for the first time by the  Optionee in any  calendar  year (under
               all plans of the Company and its subsidiary  corporations  (which
               term,  as used  hereinafter,  shall  have  the  meaning  ascribed
               thereto  in  section  425(f)  of the  Code ))  shall  not  exceed
               $100,000; and (ii) no portion of this Option shall be exercisable
               any   earlier   than  the  date  the  Plan  is  approved  by  the
               stockholders of the Company.

     5.  Restrictions  on  Exercise.  This  Option may not be  exercised  if the
issuance of such Shares upon such exercise  would  constitute a violation of any
applicable  federal or state  securities  laws or other law or regulation.  As a
condition to the  exercise of this Option,  the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation or may otherwise be appropriate.

     6.  Nontransferability  of Option.  This Option may not be sold,  assigned,
transferred,  exchanged,  pledged,  hypothecated, or otherwise encumbered, other
than by will or by the laws of descent and distribution.  During the lifetime of
the Optionee this Option is exercisable only by the Optionee.  The terms of this
Option shall be binding upon the executors,  administrators,  heirs,  successors
and assigns of the Optionee.

     7. Term of Option.  Except as provided in Section 8, this Option may not be
exercised more than ten (10) years from the date of grant of this Option and may
be exercised  during such term only in accordance with the Plan and the terms of
this Agreement.

     8. Ten  Percent  Shareholders.  If the  Optionee  owns at the Date of Grant
stock  possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or of a subsidiary  corporation  of the Company,
then notwithstanding  anything herein to the contrary, the option price shall be
110 percent of the fair market value (as  determined  by the  Committee)  of the
stock  subject to this Option at the Date of Grant and this Option  shall not be
exercisable after the expiration of five years from the Date of Grant.

                                       23
9.  Withholding.  Prior to the issuance of Shares  under this  Option,  the
Optionee shall remit to the Company an amount sufficient to satisfy any federal,
state or local  withholding  tax  requirements.  The  Optionee  may  satisfy the
withholding  requirement  in whole or in part by  electing  to have the  Company
withhold Shares having a value equal to the amount required to be withheld.  The
value of the Shares to be withheld shall be the fair market value, as determined
by the Committee, of the stock on the date that the amount of tax to be withheld
is  determined  (the "Tax Date").  Such  election  must be made prior to the Tax
Date,   must  comply  with  all  applicable   securities  law  and  other  legal
requirements,  as  interpreted  by the  Committee,  and may  not be made  unless
approved in advance by the Committee,  in its discretion.  The Company  reserves
the right to make whatever  further  arrangements  it deems  appropriate for the
withholding of any taxes in connection with any transaction contemplated by this
Agreement or the Plan.

     10. Merger. This Agreement supersedes any other agreement, written or oral,
between the parties with respect to the subject matter hereof.

     11. Optionee  Acknowledgement.  Optionee  acknowledges receipt of a copy of
the Plan,  which is annexed  hereto,  and represents  that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Option subject to
all the  terms  and  provisions  thereof.  Optionee  hereby  agrees to accept as
binding, conclusive and final decisions or interpretations of the Committee upon
any questions arising under the Plan.

DATE OF GRANT:

                       CATHERINES STORES CORPORATION

                       By:
                         ---------------------------
                       Its:
                         ---------------------------

     Agreed to and accepted this ___ day of _________, 19__.

                                       24