As filed with the Securities and Exchange Commission on June 13, 1995
                                               Registration No.       
______________________________________________________________________

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                         ____________________

                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                         ____________________

                       PAUL HARRIS STORES, INC.
        (Exact name of registrant as specified in its charter)

             Indiana                                 35-0907402    
  (State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization                Identification No.)

6003 Guion Road, Indianapolis,Indiana                  46254        
(Address of Principal Executive Offices)            (Zip Code)

                       PAUL HARRIS STORES, INC.
                 1992 NON-QUALIFIED STOCK OPTION PLAN
                                  and
                           OPTION AGREEMENT
                   DATED AS OF APRIL 29, 1994 BETWEEN
            PAUL HARRIS STORES, INC. and CHARLOTTE G. FISCHER
                       (Full title of the plans)

                       Ms. Charlotte G. Fischer
                       Paul Harris Stores, Inc.
              6003 Guion Road, Indianapolis, Indiana 46254    
                (Name and address of agent for service)

                            (317) 293-3900                   
     (Telephone number, including area code, of agent for service)

                               Copy to:
                          Klaus Eppler, Esq.
                 Proskauer Rose Goetz & Mendelsohn LLP
                             1585 Broadway
                       New York, New York  10036
                            (212) 969-3000

                    CALCULATION OF REGISTRATION FEE
______________________________________________________________________
    Title of      Amount      Proposed   Proposed maximum   Amount of
  securities to    to be    maximum price    aggregate    registration
registered      registered    offering    offering price       fee
  Common Stock,     (1)    price per share      (2)
  no par value    650,000       $3.84       $2,496,000       $860.69
(1)     Pursuant to Rule 416 under the Securities Act of 1933 (the
        "Securities Act"), this Registration Statement also registers
        such additional shares of Common Stock as may be offered or
        issued to prevent dilution resulting from stock splits, stock
        dividends and similar transactions.
(2)     Estimated solely for purposes of calculating the registration
        fee and computed in accordance with Rule 457 under the
        Securities Act using, with respect to the shares offered under
        the 1992 Non-Qualified Stock Option Plan, the average of the
        high and low sale prices of the Common Stock as reported by
        NASDAQ on June 9, 1995.
______________________________________________________________________
<PAGE>
                                PART I

           INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS


    The Section 10(a) prospectuses for the Paul Harris Stores, Inc. 1992
Non-Qualified Stock Option Plan and the Option Agreement dated as of
April 29, 1994 between the Registrant and Charlotte G. Fischer are not
being filed with the Securities and Exchange Commission as part of this
Registration Statement.

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The documents listed below are hereby incorporated by reference in
this Registration Statement:

    (a)   The Registrant's Annual Report on Form 10-K for the fiscal
  year ended January 28, 1995;

    (b)   The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 29, 1995; and 

    (c)   The description of the Registrant's common stock, without par
value (the "Common Stock"), contained in the Company's Registration
Statement on Form 8-A dated September 17, 1992.

    All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered hereby
have been sold or which deregisters all shares of Common Stock offered
hereby then remaining unsold, are deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such
documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not Applicable.

<PAGE>
ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

    Article IX of the Company's Amended and Restated Articles of
Incorporation requires the Company to indemnify every person (and the
estate, heirs, personal representatives of such person) against all
liabilities and expenses, including, without limitation, fees and
disbursements of counsel and judgments, fines or penalties incurred by
or awarded against, and amounts paid in settlement by or on behalf of
such person, in connection with or resulting from any pending,
threatened or completed claim, action, suit or proceeding, and all
appeals thereof (each, a "Claim"), in which such person may become
involved by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust
employee benefit plan or other entity; provided, however, that if any
such person is not wholly successful in defending any such claim, he or
she shall be indemnified only if it is determined by a court of
competent jurisdiction or by the Board of Directors, upon advice of
legal counsel, that such person acted in good faith in what he or she
reasonably believed to be in the best interest of the Company, or at
least not opposed to the Company's interests, and, in addition, with
respect to any criminal claim, that such person had no reasonable cause
to believe that his or her conduct was unlawful.  Such indemnification
is in addition to any rights to which any subject person may otherwise
be entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.


ITEM 8.  EXHIBITS.

     Exhibit
     Number  Description

       4.1   Amended and Restated Articles of Incorporation of the
             Registrant.  (Incorporated herein by reference to Exhibit
             B to the Registrant's Registration Statement on Form 8-A
             dated September 17, 1992.)

       4.2   Amended and Restated Code of By-laws of the Registrant. 
             (Incorporated herein by reference to Exhibit C to the
             Registrant's Registration Statement on Form 8-A dated
             September 17, 1992.)

       4.3   Amendment to the Amended and Restated Articles of
             Incorporation of the Registrant dated July 6, 1993.

       5.    Opinion of Proskauer Rose Goetz & Mendelsohn LLP
             regarding the legality of the securities being
             registered.

      24.1   Consent of Price Waterhouse LLP.

      24.2   Consent of Proskauer Rose Goetz & Mendelsohn LLP
             (included in its opinion filed as Exhibit 5).

      25     Powers of Attorney (included on the Signature Page on
             page 5 of the Registration Statement).



ITEM 9.  UNDERTAKINGS.

The undersigned registrant hereby undertakes:

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

     1.   To include any prospectus required by section 10(a)(3) of the
   Securities Act of 1933;

     2.   To reflect in the prospectus any facts or events arising after
   the effective date of the registration statement (or the most recent
   post-effective amendment thereof) which individually or in the
   aggregate, represent a fundamental change in the information set forth
   in the registration statement;

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

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

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

   C.   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.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorpo-
rated 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.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the 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 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 an appropriate jurisdiction
the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication
of such issue.
<PAGE>
                              SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Indianapolis, State of
Indiana, on June 12, 1995.


                               PAUL HARRIS STORES, INC.



                               By/S/ CHARLOTTE G. FISCHER             
                                 Charlotte G. Fischer
                                 Chairman of the Board, President
                                 and Chief Executive Officer


     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates indicated opposite
their names.  Each person whose signature appears below hereby
authorizes Charlotte G. Fischer, with full power of substitution, to
execute in the name and on behalf of such person any post-effective
amendment to this Registration Statement and to file the same, with
exhibits thereto, and other documents in connection therewith, making
such changes in this Registration Statement as the registrant deems
appropriate, and appoints Charlotte G. Fischer with full power of
substitution, attorney-in-fact to sign any amendment and any post-
effective amendment to this Registration Statement and to file same,
with exhibits thereto, and other documents in connection therewith.



       Signatures                 Capacity                 Date


/S/ CHARLOTTE G. FISCHER  Chairman of the Board,       June 12, 1995
     Charlotte G. Fischer President and Chief Execu-
                          tive Officer and Director
                          (Principal Executive Officer)


/S/ JOHN H. BOYERS        Senior Vice President       June 12, 1995
    John H. Boyers        Finance and Treasurer              
                          (Principal Financial 
                          Officer)                           

<PAGE>
       Signatures                 Capacity                 Date


/S/ KEITH L. HIMMEL, JR.    Controller and Secretary   June 12, 1995
    Keith L. Himmel, Jr.    (Principal Accounting
                            Officer)


/S/ GERALD PAUL             Chairman of the Board      June 12, 1995
    Gerald Paul             Emeritus and Director
                                                             
/S/ ROGER D. BLACKWELL              Director           June 12, 1995
    Roger D. Blackwell


/S/ RUDY GREER                      Director           June 12, 1995
    Rudy Greer
                                                             

/S/ STIG A. KRY                     Director           June 12, 1995
    Stig A. Kry             


/S/ ROBERT I. LOGAN                 Director           June 12, 1995
    Robert I. Logan

<PAGE>
       Signatures                 Capacity                 Date


/S/ SALLY M. TASSANI                Director           June 12, 1995
    Sally M. Tassani

<PAGE>
                                                             EXHIBIT 5



                             June 13, 1995







          Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

               We have acted as counsel to Paul Harris Stores, Inc., an
Indiana corporation (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission (the
"Commission") of the Company's Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933 (the "Act"),
registering the offer and sale of up to 350,000 shares (the "Option
Shares") of the Company's common stock, without par value (the "Common
Stock"), pursuant to the Option Agreement dated as of April 29, 1994
between the Company and Charlotte G. Fischer (the "Option Agreement")
and 300,000 shares (the "Plan Shares") of Common Stock pursuant to the
Company's 1992 Non-Qualified Stock Option Plan, as amended (the "Plan").

               In so acting, we have examined and relied upon the
originals, or copies certified or otherwise identified to our
satisfaction, of such records, documents and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below.

               Based on the foregoing, we are of the opinion that the
Option Shares and the Plan Shares have been duly authorized and, when
issued in accordance with the Option Agreement and the Plan,
respectively, will be validly issued, fully paid and non-assessable.

               Our opinion expressed above is limited to the federal law
of the United States and the Business Corporate Law of the State of
Indiana.

               We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not
thereby concede that we are within the category of persons whose consent
is required under Section 7 of the Act or the Rules and Regulations of
the Commission thereunder.

                              Very truly yours,

                              PROSKAUER ROSE GOETZ & MENDELSOHN LLP


                              By:__________________________________
                              Robert A. Cantone, Esq., 
                              a member of the firm
<PAGE>
Computer Horizons Corp.
June 5, 1995
Page 10


                                                          EXHIBIT 24.1


          Consent of Independent Accountants

          We hereby consent to the incorporation by reference in this
          Registration Statement on Form S-8 of our report dated
          February 28, 1995, except as to Note 7, which is as of April
          25, 1995, which appears on page 19 of Paul Harris Stores,
          Inc.'s Annual Report on Form 10-K for the fiscal year ended
          January 28, 1995.




          PRICE WATERHOUSE LLP
          Indianapolis, Indiana
          June 7, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17436}]
{"company-data": {"conformed-name": "HARRIS PAUL STORES INC", "cik": "0000045791", "assigned-sic": "5621", "irs-number": "350907402", "state-of-incorporation": "IN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60359", "film-number": "95547898"}, "business-address": {"street1": "6003 GUION RD", "city": "INDIANAPOLIS", "state": "IN", "zip": "46268", "phone": "3172933900"}, "mail-address": {"street1": "6003 GUION ROAD", "city": "INDIANAPOLIS", "state": "IN", "zip": "46254"}}
As filed with the Securities and Exchange Commission on June 13, 1995
                                               Registration No.       
______________________________________________________________________

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                         ____________________

                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                         ____________________

                       PAUL HARRIS STORES, INC.
        (Exact name of registrant as specified in its charter)

             Indiana                                 35-0907402    
  (State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization                Identification No.)

6003 Guion Road, Indianapolis,Indiana                  46254        
(Address of Principal Executive Offices)            (Zip Code)

                       PAUL HARRIS STORES, INC.
                 1992 NON-QUALIFIED STOCK OPTION PLAN
                                  and
                           OPTION AGREEMENT
                   DATED AS OF APRIL 29, 1994 BETWEEN
            PAUL HARRIS STORES, INC. and CHARLOTTE G. FISCHER
                       (Full title of the plans)

                       Ms. Charlotte G. Fischer
                       Paul Harris Stores, Inc.
              6003 Guion Road, Indianapolis, Indiana 46254    
                (Name and address of agent for service)

                            (317) 293-3900                   
     (Telephone number, including area code, of agent for service)

                               Copy to:
                          Klaus Eppler, Esq.
                 Proskauer Rose Goetz & Mendelsohn LLP
                             1585 Broadway
                       New York, New York  10036
                            (212) 969-3000

                    CALCULATION OF REGISTRATION FEE
______________________________________________________________________
    Title of      Amount      Proposed   Proposed maximum   Amount of
  securities to    to be    maximum price    aggregate    registration
registered      registered    offering    offering price       fee
  Common Stock,     (1)    price per share      (2)
  no par value    650,000       $3.84       $2,496,000       $860.69
(1)     Pursuant to Rule 416 under the Securities Act of 1933 (the
        "Securities Act"), this Registration Statement also registers
        such additional shares of Common Stock as may be offered or
        issued to prevent dilution resulting from stock splits, stock
        dividends and similar transactions.
(2)     Estimated solely for purposes of calculating the registration
        fee and computed in accordance with Rule 457 under the
        Securities Act using, with respect to the shares offered under
        the 1992 Non-Qualified Stock Option Plan, the average of the
        high and low sale prices of the Common Stock as reported by
        NASDAQ on June 9, 1995.
______________________________________________________________________
PART I

           INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

    The Section 10(a) prospectuses for the Paul Harris Stores, Inc. 1992
Non-Qualified Stock Option Plan and the Option Agreement dated as of
April 29, 1994 between the Registrant and Charlotte G. Fischer are not
being filed with the Securities and Exchange Commission as part of this
Registration Statement.

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The documents listed below are hereby incorporated by reference in
this Registration Statement:

    (a)   The Registrant's Annual Report on Form 10-K for the fiscal
  year ended January 28, 1995;

    (b)   The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 29, 1995; and 

    (c)   The description of the Registrant's common stock, without par
value (the "Common Stock"), contained in the Company's Registration
Statement on Form 8-A dated September 17, 1992.

    All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered hereby
have been sold or which deregisters all shares of Common Stock offered
hereby then remaining unsold, are deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not Applicable.
ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

    Article IX of the Company's Amended and Restated Articles of
Incorporation requires the Company to indemnify every person (and the
estate, heirs, personal representatives of such person) against all
liabilities and expenses, including, without limitation, fees and
disbursements of counsel and judgments, fines or penalties incurred by
or awarded against, and amounts paid in settlement by or on behalf of
such person, in connection with or resulting from any pending,
threatened or completed claim, action, suit or proceeding, and all
appeals thereof (each, a "Claim"), in which such person may become
involved by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust
employee benefit plan or other entity; provided, however, that if any
such person is not wholly successful in defending any such claim, he or
she shall be indemnified only if it is determined by a court of
competent jurisdiction or by the Board of Directors, upon advice of
legal counsel, that such person acted in good faith in what he or she
reasonably believed to be in the best interest of the Company, or at
least not opposed to the Company's interests, and, in addition, with
respect to any criminal claim, that such person had no reasonable cause
to believe that his or her conduct was unlawful.  Such indemnification
is in addition to any rights to which any subject person may otherwise
be entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.

ITEM 8.  EXHIBITS.

     Exhibit
     Number  Description

       4.1   Amended and Restated Articles of Incorporation of the
             Registrant.  (Incorporated herein by reference to Exhibit
             B to the Registrant's Registration Statement on Form 8-A
             dated September 17, 1992.)

       4.2   Amended and Restated Code of By-laws of the Registrant. 
             (Incorporated herein by reference to Exhibit C to the
             Registrant's Registration Statement on Form 8-A dated
             September 17, 1992.)

       4.3   Amendment to the Amended and Restated Articles of
             Incorporation of the Registrant dated July 6, 1993.

       5.    Opinion of Proskauer Rose Goetz & Mendelsohn LLP
             regarding the legality of the securities being
             registered.

      24.1   Consent of Price Waterhouse LLP.

      24.2   Consent of Proskauer Rose Goetz & Mendelsohn LLP
             (included in its opinion filed as Exhibit 5).

      25     Powers of Attorney (included on the Signature Page on
             page 5 of the Registration Statement).

ITEM 9.  UNDERTAKINGS.

The undersigned registrant hereby undertakes:

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

     1.   To include any prospectus required by section 10(a)(3) of the
   Securities Act of 1933;

     2.   To reflect in the prospectus any facts or events arising after
   the effective date of the registration statement (or the most recent
   post-effective amendment thereof) which individually or in the
   aggregate, represent a fundamental change in the information set forth
   in the registration statement;

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

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

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

   C.   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.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorpo-
rated 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.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the 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 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 an appropriate jurisdiction
the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Indianapolis, State of
Indiana, on June 12, 1995.

                               PAUL HARRIS STORES, INC.

                               By/S/ CHARLOTTE G. FISCHER             
                                 Charlotte G. Fischer
                                 Chairman of the Board, President
                                 and Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates indicated opposite
their names.  Each person whose signature appears below hereby
authorizes Charlotte G. Fischer, with full power of substitution, to
execute in the name and on behalf of such person any post-effective
amendment to this Registration Statement and to file the same, with
exhibits thereto, and other documents in connection therewith, making
such changes in this Registration Statement as the registrant deems
appropriate, and appoints Charlotte G. Fischer with full power of
substitution, attorney-in-fact to sign any amendment and any post-
effective amendment to this Registration Statement and to file same,
with exhibits thereto, and other documents in connection therewith.

       Signatures                 Capacity                 Date

/S/ CHARLOTTE G. FISCHER  Chairman of the Board,       June 12, 1995
     Charlotte G. Fischer President and Chief Execu-
                          tive Officer and Director
                          (Principal Executive Officer)

/S/ JOHN H. BOYERS        Senior Vice President       June 12, 1995
    John H. Boyers        Finance and Treasurer              
                          (Principal Financial 
                          Officer)
Signatures                 Capacity                 Date

/S/ KEITH L. HIMMEL, JR.    Controller and Secretary   June 12, 1995
    Keith L. Himmel, Jr.    (Principal Accounting
                            Officer)

/S/ GERALD PAUL             Chairman of the Board      June 12, 1995
    Gerald Paul             Emeritus and Director
                                                             
/S/ ROGER D. BLACKWELL              Director           June 12, 1995
    Roger D. Blackwell

/S/ RUDY GREER                      Director           June 12, 1995
    Rudy Greer
                                                             

/S/ STIG A. KRY                     Director           June 12, 1995
    Stig A. Kry             

/S/ ROBERT I. LOGAN                 Director           June 12, 1995
    Robert I. Logan
Signatures                 Capacity                 Date

/S/ SALLY M. TASSANI                Director           June 12, 1995
    Sally M. Tassani
EXHIBIT 5

                             June 13, 1995

          Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

               We have acted as counsel to Paul Harris Stores, Inc., an
Indiana corporation (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission (the
"Commission") of the Company's Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933 (the "Act"),
registering the offer and sale of up to 350,000 shares (the "Option
Shares") of the Company's common stock, without par value (the "Common
Stock"), pursuant to the Option Agreement dated as of April 29, 1994
between the Company and Charlotte G. Fischer (the "Option Agreement")
and 300,000 shares (the "Plan Shares") of Common Stock pursuant to the
Company's 1992 Non-Qualified Stock Option Plan, as amended (the "Plan").

               In so acting, we have examined and relied upon the
originals, or copies certified or otherwise identified to our
satisfaction, of such records, documents and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below.

               Based on the foregoing, we are of the opinion that the
Option Shares and the Plan Shares have been duly authorized and, when
issued in accordance with the Option Agreement and the Plan,
respectively, will be validly issued, fully paid and non-assessable.

               Our opinion expressed above is limited to the federal law
of the United States and the Business Corporate Law of the State of
Indiana.

               We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not
thereby concede that we are within the category of persons whose consent
is required under Section 7 of the Act or the Rules and Regulations of
the Commission thereunder.

                              Very truly yours,

                              PROSKAUER ROSE GOETZ & MENDELSOHN LLP

                              By:__________________________________
                              Robert A. Cantone, Esq., 
                              a member of the firm
Computer Horizons Corp.
June 5, 1995
Page 10

                                                          EXHIBIT 24.1

          Consent of Independent Accountants

          We hereby consent to the incorporation by reference in this
          Registration Statement on Form S-8 of our report dated
          February 28, 1995, except as to Note 7, which is as of April
          25, 1995, which appears on page 19 of Paul Harris Stores,
          Inc.'s Annual Report on Form 10-K for the fiscal year ended
          January 28, 1995.

          PRICE WATERHOUSE LLP
          Indianapolis, Indiana
          June 7, 1995