SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 [ ]
Confidential, for the Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

R&B, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

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R&B, INC.
- -----------------------------------------

Notice of Annual Meeting of Shareholders
May 23, 2002
- -------------------------------------------

Dear Shareholder:

The Annual Meeting of Shareholders of R&B, Inc. (the "Company"), a
Pennsylvania corporation, has been called and will be held at the law offices of
Blank Rome Comisky & McCauley LLP, One Logan Square, Philadelphia, Pennsylvania
19103 on Thursday May 23, 2002 at 8:30 a.m., Eastern Daylight Savings Time, to
consider and act upon the following matters:

I. Election of six directors for the ensuing year.

II. Any other business as may lawfully come before the Annual Meeting.

The Board of Directors has fixed the close of business on March 18,
2002, as the record date for determining the Shareholders of the Company
entitled to notice of and to vote at such meeting and any adjournment thereof.

Whether or not you intend to be present at the Annual Meeting, please
date, sign and mail the enclosed proxy card in the envelope provided or, if
available, use Internet or telephone voting. Use of Internet or telephone voting
will save the Company money. Instructions for using the internet or telephone
voting, if available, are included on the enclosed proxy card. You are cordially
invited to attend the Annual Meeting and your proxy will not be used if you are
present and prefer to vote in person.

By Order of the Board of Directors

/s/ Barry D. Myers

BARRY D. MYERS
Senior Vice President, General Counsel and
Assistant Secretary

Colmar, Pennsylvania
April 22, 2002

IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD BE COMPLETED AND PROMPTLY RETURNED.
IF AVAILABLE, PLEASE USE INTERNET OR TELEPHONE VOTING WHICH WILL SAVE YOUR
COMPANY MONEY.

R&B, INC.

3400 East Walnut Street
Colmar, Pennsylvania 18915
-----------------------------------

Proxy Statement
---------------------------------

This Proxy Statement and accompanying proxy card are for the
solicitation of proxies by the Board of Directors (the "Board") of R&B, Inc., a
Pennsylvania corporation (the "Company"), for its use at the Annual Meeting of
Shareholders of the Company (the "Annual Meeting") to be held on Thursday May
23, 2002 at 8:30 a.m., Eastern Daylight Savings Time, and any adjournments of
the Annual Meeting. The Annual Meeting will be held at the law offices of Blank
Rome Comisky & McCauley LLP, One Logan Square, Philadelphia, Pennsylvania 19103.
This Proxy Statement and proxy card are being mailed to shareholders of the
Company on or about April 22, 2002.

At the Annual Meeting, the holders of record on March 18, 2002 (the
"Shareholders") of the Company's Common Stock, par value $.01, will act upon the
following matters:

I. Election of six directors for the ensuing year.

II. Any other business as may properly come before the Annual Meeting.

All proxies which are validly completed, signed and returned to the
Company prior to the Annual Meeting will be voted in the manner designated.
Proxies may be revoked at any time prior to being voted by written notice to the
Secretary or by attending the Annual Meeting and voting in person. If no
instructions are given, the persons named in the proxy solicited by the Board
intend to vote in favor of the election of the nominees named herein. If any
other matters properly come before the Annual Meeting, the persons named in the
accompanying proxy card will vote on these matters in accordance with their best
judgment.

The Board has fixed the close of business on March 18, 2002 as the
record date (the "Record Date") for the determination of shareholders entitled
to receive notice and to vote at the Annual Meeting and any adjournments of the
Annual Meeting. As of the close of business on the Record Date, there were
8,481,827 shares of Common Stock, issued and outstanding, each of which is
entitled to one vote.

The election of directors will be determined by a plurality vote and the
six nominees receiving the most "for" votes will be elected. Approval of any
other proposal will require the affirmative vote of a majority of the shares
cast on the proposal. An abstention, withholding of authority to vote or broker
non-votes will not have the same legal effect as an "against" vote and will not
be counted in determining the votes for any nominee or whether any proposal has
received the required shareholder vote.

Election of Directors

The Bylaws of the Company provide that the business of the Company shall
be managed by or under the direction of a Board of Directors of not less than
two nor more than seven directors, which number shall be fixed from time to time
by the Board of Directors. Each director shall be elected at the Annual Meeting
of Shareholders for a term that expires at the next regular shareholder's
meeting and shall hold office for the term for which he was elected and until a
successor is elected and has qualified. The Board of Directors has fixed the
number of directors to be elected for the ensuing year at six and has

nominated the six persons named below for election as directors. Proxies
solicited by the Board of Directors will, unless otherwise directed, be voted to
elect the six nominees named below to constitute the entire Board of Directors.

All of the nominees are current directors of the Company. Each nominee
has indicated a willingness to serve as a director for the ensuing year, but in
case any nominee is not a candidate at the meeting for any reason, the proxy
holders named in the enclosed form of Proxy may vote for a substitute nominee in
their discretion.

The following table sets forth certain information as to each nominee
for the office of director:

Name Age Position

Richard N. Berman 45 Chairman of the Board of Directors,
President and Chief Executive Officer

Steven L. Berman 42 Executive Vice President, Secretary-
Treasurer and Director

George L. Bernstein 70 Director

John F. Creamer, Jr. 71 Director

Paul R. Lederer 62 Director

Edgar W. Levin 69 Director

Richard N. Berman has been Chairman of the Board of Directors, President
and Chief Executive Officer of the Company since its inception in October 1978.

Steven L. Berman has been Executive Vice President, Secretary-Treasurer
and a Director of the Company since its inception.

George L. Bernstein has served as a Director since May 1991. Mr.
Bernstein is currently Chief Financial Officer of Howard Fischer Associates
International, Inc, an executive search consulting firm in Philadelphia,
Pennsylvania which he joined in 1994. Prior to that he was Chief Operating
Officer at Dilworth, Paxson, Kalish and Kauffman, a law firm in Philadelphia,
Pennsylvania which he joined in 1991.

John F. Creamer, Jr. has served as a Director since May 1995. Mr.
Creamer is currently President of Distribution Marketing Services, Inc., a
marketing consulting firm for the automotive aftermarket located in Phoenix,
Arizona. He is a former director and former vice chairman of the Board of
Directors of Echlin Corporation, and past president of the Automotive Warehouse
Distributors Association (AWDA).

Paul R. Lederer has served as a Director since May 1998. Mr. Lederer is
past Executive Vice President of Federal- Mogul Corporation, a global
manufacturer of a broad range of non-discretionary parts primarily for
automobiles, light trucks, heavy trucks, and farm and construction vehicles.
Prior to joining Federal-Mogul, Mr. Lederer was President and Chief Operating
Officer of Fel-Pro Incorporated, a private manufacturer of gaskets and related
products for the internal combustion engine, which was acquired by Federal-Mogul
in 1998. Before joining Fel-Pro, he was a consultant to several automotive parts
companies. Mr. Lederer is currently a director of O'Reilly Automotive, a
automotive parts retailer, TransPro, Inc., a public automotive parts company and
icarz.com, an Internet automotive parts system provider. He also serves on the
advisory boards of Turtle Wax, Richco, Ampere Automotive, Wine Discount Center,
FPM, Inc., and Autoline Inc.

Edgar Levin has served as a Director since October 1991. Mr. Levin is
currently President of Ed Levin Associates, Inc., a management consulting firm.
Prior thereto, from 1984 to 1988, he was Senior Vice President of Paramount
Communications, Inc. (Gulf & Western, Inc.), a media and entertainment company.

None of the above nominees, except for Richard and Steven Berman who are
brothers, are related to any other nominee or to any executive officer of the
Company.

Board and Committees

During the fiscal year ended December 29, 2001 the Board held five
meetings; each director has attended at least 75% of the meetings of the Board
and Committees of which they were a member. The Board of Directors does not have
a nominating committee.

The Executive Committee has general authority over the supervision and
direction of the finances and business of the Company and has the power and
authority of the Board in the management of the business and affairs of the
Company between meetings of the Board. Currently Richard Berman and Steven
Berman serve on the Executive Committee. The Executive Committee did not hold
any meetings during the fiscal year ended December 29, 2001.

The Audit Committee is responsible for general financial oversight,
recommends independent accountants for selection by the Board, reviews the
results and scope of the audit and the services provided by and the fees paid to
the independent public accountants. Currently George Bernstein, John Creamer,
Paul Lederer and Edgar Levin serve on the Audit Committee. The Audit Committee
held three meetings in the fiscal year ended December 29, 2001.

The Compensation Committee is responsible for executive compensation and
implementation of the Employee Stock Purchase Plan and the 401(k) Retirement
Plan. Currently George Bernstein, John Creamer, Paul Lederer and Edgar Levin
serve on the Compensation Committee. The Compensation Committee held one meeting
during fiscal year ended December 29, 2001.

Each director of the Company, who is not also an employee of the
Company, receives an annual retainer of $16,000 plus $1,500 for attendance at
each meeting of the Board and $500 for any Committee meetings with the Chairman
of the committee receiving an additional $500. Directors are also eligible for
participation in the Incentive Stock Plan.

The Board Recommends a Vote "For" the Election of the Directors.

Executive Compensation and Transactions

The following table sets forth certain information regarding the annual
and long-term compensation for the fiscal years ended December 29, 2001,
December 30, 2000 and December 25, 1999, to the Chief Executive Officer and to
the four most highly compensated executive officers of the Company serving on
December 29, 2001.

Summary Compensation Table

Long Term
Annual Compensation Compensation

Securities
Name and Principal Underlying All Other
Position Year Salary Bonus (1) Other (2) Options Compensation (3)
- -------- ---- ------ ----- --- ----- --- ------- ------------ ---

Richard N. Berman 2001 $400,000 $164,583 $0 0 $6,800
Chairman of the Board, 2000 400,000 0 0 0 6,800
President and Chief 1999 400,000 0 0 0 6,400
Executive Officer

Steven L. Berman 2001 $400,000 $164,583 $0 0 $6,800
Executive Vice President,2000 400,000 0 0 0 6,800
Secretary-Treasurer and 1999 400,000 0 0 0 6,400
Director

David A. Eustice 2001 $248,297 $164,583 $58,607 0 $6,800
1997
Senior Vice President, 2000 236,775 20,000 0 0 6,800
Chief Operating Officer 1999 229,300 0 0 61,429 6,400

Ronald R. Montgomery 2001 $235,316 $164,583 $0 0 $6,800
Senior Vice President, 2000 216,900 20,000 0 0 6,800
Sales 1999 216900 0 0 35,000 6,400

Edward L. Dean 2001 $224,620 $164,583 $0 0 $6,800
Senior Vice President, 2000 216,180 20,000 0 0 6,800
Marketing 1999 208,500 0 0 45,000 6,400
- ----------------------
(1) Annual bonuses received are reported in the year earned, whether paid in
that year or in the following year. The 2001 bonus will be paid one half on
March 1, 2002 and the remaining balance in six equal payments every three months
beginning on May 15, 2002. The executive must be employed on the scheduled date
of payment to receive that portion of the bonus.
(2) The Company provides certain perquisites and other personal benefits to its
executive officers which, except for Mr. Eustice, are not included in the table
since the total to each of the individuals named above did not exceed the lesser
of $50,000 or 10% of their respective cash compensation.
(3) "All Other Compensation" includes the estimated contribution to the
Company's 401(k) Plan on behalf of each of the named executives.

Incentive Stock Plan

The Board of Directors has adopted, and the Company's shareholders have
approved, an Incentive Stock Plan (the "Plan"), the purpose of which is to
recognize the contributions made to the Company by its employees, consultants,
advisors

and members of its Board of Directors, to provide these individuals with
additional incentives to devote themselves to the Company's future success and
to improve the Company's ability to attract, retain and motivate individuals
upon whom the Company's sustained growth and financial success depend.

The Plan is administered by the Board of Directors, or by a committee
designated by the Board of Directors. The aggregate maximum number of shares of
Common Stock available for awards under the Plan is 1,172,500 shares (subject to
adjustments to reflect changes in the Company's capitalization). Awards under
the plan may be made to all employees, consultants, advisors and directors of
the Company, although no director may receive awards for more than 10% of the
shares reserved for issuance under the Plan.

Options granted under the Plan may be either incentive stock options
("ISOs") or non-incentive stock options ("NSOs") (together, the "Options"). ISOs
are intended to qualify as "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Unless the Option is specifically designated at the time of grant as an ISO,
Options under the Plan will be NSOs.

The exercise price of the ISOs will be at least 100% of the fair market
value of the shares of Common Stock on the date the Option is granted, or, at
least 110% of the fair market value of the shares of Common stock on the date
the Option is granted if the recipient owns, directly or by attribution under
Section 425(d) of the Code, shares possessing more than 10% of the total
combined voting power of all classes of stock of the Company. The option price
for NSO will be set at the discretion of the Board of Directors, and may be less
than, greater than or equal to the fair market value of a share on the date of
the grant. The maximum term of an Option granted under the Plan shall not exceed
(i) ten years from the date of grant, or (ii) in the case of an ISO, five years
from the date of grant if the recipient on the date of grant owns, directly or
by attribution under Section 425(d) of the Code, shares possessing more than 10%
of the total combined voting power of all classes of stock of the Company or any
subsidiary.

As of December 29, 2001 options, net of cancellations, have been
granted to approximately 75 persons to purchase up to an aggregate of 793,929
shares of common stock (22,857 shares are presently exercisable) at prices
ranging from $1.00 to $9.63 and 8,439 shares have been exercised.

Option Grants in 2001

With respect to the executive officers named in the Summary Compensation
Table, no stock option or stock appreciation rights were granted in 2001.

Aggregated Option Exercises in 2001 and Year-End Option Values

The following table shows information with respect to the exercise of
stock options during 2001 by each of the named executive officers and the value
of the exercisable options on December 29, 2001.

Number of Securities Value of Unexercised In-the-
Shares Value Underlying Unexercised Money Options
Acquired on Realized Options at Year-End at Year-End ($) (1)
------------------- ---------------------
Name Exercise ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- --- ----------- ------------- ----------- -------------

Mr. Eustice 0 0 18,857 77,572 112,200 381,553
Mr. Montgomery 0 0 0 65,000 0 306,750
Mr. Dean 0 0 0 55,000 0 267,250
- --------------------
(1) The "Value of Unexercised In-the-Money Options at Year-End" is equal to the
difference between the option exercise price and the Common Stock's December 29,
2001 closing price of $6.95 per share as reported on the NASDAQ National Market
System.

Employee Stock Purchase Plan

The Board of Directors has adopted, and the Company's shareholders have
approved, the 1992 Employee Stock Purchase Plan (the "1992 Plan") the purpose of
which is to advance the interests of the Company, its shareholders and employees
by encouraging its employees to acquire a vested interest in the growth and
earnings of the Company.

Under the 1992 Plan, a committee appointed by the Board consisting
initially of a minimum of two and a maximum of seven members of the Board will
administer the 1992 Plan (the "Committee"). The aggregate maximum number of
shares of Common Stock available for grants under the 1992 Plan is 300,000
shares, (with suitable adjustments to reflect changes in the Company's
capitalization). Grants under the 1992 Plan may be made to all employees of the
Company, although no employee may receive such a grant if immediately after the
grant he would own more than 5% of the Company's Common Stock or which, at the
date the option is granted, would permit such person's rights to purchase stock
under the 1992 Plan and all other employee stock purchase or option plans of the
Company, or its parent or subsidiaries, if any, to accrue at a rate exceeding
$25,000 of the fair market value of such stock (determined at the time such
option is granted) for each year such option is outstanding.

If the Committee decides to issue options pursuant to the 1992 Plan,
options must be granted to all employees of the Company who have been employed
for at least ninety days, other than those employees whose customary employment
is 20 hours or less per week and those employees whose customary employment is
for not more than five months in any calendar year. All options will expire on
the last day of the fiscal year during which the option was granted. The option
price will equal 85% of the fair market value of the shares on the date of
exercise.

The 1992 Plan is intended to qualify as an "employee stock purchase
plan" within the meaning of Section 423 of the Code. Under the Code, an employee
who is granted an option under the 1992 Plan will not realize income at either
the time of grant of the option, or upon exercise of the option. If an employee
disposes of shares acquired upon exercise of an option after two years from the
date of grant of such option and after one year from the date of exercise of
such option, the employee will be required to include in income, as compensation
for the year in which such disposition occurs, an amount equal to the lesser of
(i) the excess of the fair market value of such shares at the time of
disposition over the exercise price or (ii) the excess of the fair market value
of such shares at the time the option was granted over the exercise price. The
employee's basis in the shares disposed of will be increased by an amount equal
to the amount so includible in his or her income as compensation, and any gain
or loss computed with reference to such adjusted basis which is recognized at
the time of disposition will be long-term capital gain or loss. In such event,
the Company (or the subsidiary by which the employee is employed) will not be
entitled to any deduction from income.

If any employee disposes of the shares purchased under the 1992 Plan
within such two year and one year period, the employee will be required to
include in income, as compensation for the year in which such disposition
occurs, an amount equal to the excess of the fair market value of such shares on
the date of purchase over the exercise price. The employee's basis in such
shares disposed of will be increased by an amount equal to the amount includible
in his or her income as compensation, and any gain or loss computed with
reference to such adjusted basis which is recognized at the time of disposition
will be capital gain or loss, either short-term or long-term, depending on the
holding period for such shares. In the event of a disposition within such two
year or one year period, the Company (or the subsidiary by which the employee is
employed) will be entitled to a deduction from income equal to the amount the
employee is required to include in income as compensation as a result of such
disposition.

The Board of Directors may modify or amend the 1992 Plan in any way
which will not destroy the status of the 1992 Plan as a qualified employee stock
purchase plan as defined in Section 423 of the Code, but no such amendment or
modification may affect options granted under the 1992 Plan prior to the date of
such amendment or modification.

As of December 29, 2001, no options were outstanding but optionees had
exercised rights during 2001 to purchase 4,106 shares at prices ranging from
$2.45 to $4.28 for total net proceeds of $11,000.

401(k) Retirement Plan

On January 1, 1992, the Company adopted the amended and restated R&B,
Inc. 401(k) Retirement Plan and Trust (the "401(k) Plan"), a defined
contribution discretionary profit-sharing plan. The 401(k) Plan is administered
by the Company and is available to all employees once they have met certain age
and service requirements. Individual accounts are maintained for the cash
contributions made on behalf of each eligible employee and each eligible
employee has a choice of investment options from among a variety of mutual funds
and professionally managed accounts as to the contributions to his account.
There are two types of contributions to the 401(k) Plan: (1) an employee can
make a voluntary contribution of the employee's compensation which is deducted
by the Company from the employees normal compensation (legal limitations may
restrict the maximum voluntary contribution by an employee in any given year);
and (2) the Company may make discretionary contributions, in cash, common stock
or a combination thereof, which is allocated among the participants based on the
employee's annual compensation compared to the total annual compensation of all
eligible employees.

Benefits are payable at age 65 (normal retirement), total disability,
death, or upon early employment termination. There are vesting requirements for
the Company's contributions, but not for the employee's voluntary contributions.
The vesting schedule provides for twenty percent vesting each year after one
year of service, with one hundred percent vesting at six years or more.

For the fiscal year ended December 29, 2001, the Company contributed an
amount equal to four percent of each eligible employee's annual compensation
(with certain limitations to highly compensated employees). The Company's
contribution will be funded three and one half percent in cash and one half of
one percent in Company common stock.

Management Compensation Policy Committee Report on Executive Compensation

The current members of the Compensation Committee are George Bernstein,
John Creamer, Paul Lederer and Edgar Levin.

This report is not deemed to be "soliciting material" or to be "filed"
with the Securities and Exchange Commission (the "SEC") or subject to the SEC's
proxy rules or to the liabilities of Section 18 of the Securities Exchange Act
of 1934 (the "1934 Act"), and the report shall not be deemed to be incorporated
by reference into any prior or subsequent filing by the Company under the
Securities Act of 1933 or the 1934 Act.

General

The Compensation Committee is composed of four directors, Edgar W.Levin,
Chairman, George L. Bernstein, John F. Creamer and Paul R. Lederer. The
committee is responsible for setting and administering executive officer
salaries, bonuses and other employee benefits.

Policy

The Company's compensation philosophy reflects a commitment to
compensate executives competitively with other companies in the industry while
rewarding specific executives for achieving levels of operational excellence and
financial returns which insure positive short and long-term business performance
and continual growth in shareholder value. The Board of Directors believes that
the Company's overall compensation program must be competitive in order to
attract and retain the qualified individuals necessary to manage the Company and
address the significant challenges facing the Company and the industry.

Base Salary

The Committee establishes base salaries annually upon recommendation of
the Chief Executive Officer taking into consideration independent compensation
studies prepared periodically on behalf of the Committee. The Committee desires
that overall compensation reflect the performance of each individual executive
over time. Base salaries are set at levels subjectively determined by the
Committee to adequately reward and retain capable executive, including the Chief
Executive Officer, without targeting any specific quartile of the compensation
survey data for total compensation or any component of total compensation. The
Committee considers the importance of and skills required in a particular
executive position in establishing base salary.

Bonuses

The Committee has established a discretionary bonus plan for the Chief
Executive Officer and the Executive Vice President based upon the Company
meeting various annual financial targets. The bonuses to be awarded to all other
executive officers of the Company are based upon the Company meeting various
financial targets in addition to each such officer's contribution,
responsibility and performance during the year, and thus are both objective and
subjective in nature. In formulating its recommendation for the bonuses of such
other executive officers of the Company, the Committee considers, among other
things, the evaluation of the Chief Executive Officer with regard to the
contribution, responsibility and performance of the executive officer in
question and his views on the appropriate compensation level of such executive
officer.

Long-Term Incentives

Long-term incentives offered by the Company are based on incentive stock
options. Incentive stock options are awarded to the Chief Executive Officer and
the other executive officers by the Committee based upon the recommendation of
the Chief Executive Officer, taking into consideration the responsibility of
each executive officer, the financial performance of the Company and such other
factors as it deems appropriate, consistent with the Company's compensation
policies. However, the Committee has not established specific target awards
governing the receipt, timing or size of option grants. Thus, determinations
with respect to the granting of stock options are subjective in nature.

Chief Executive Officer Compensation

The compensation of Richard Berman, Chairman of the Board , Chief
Executive Officer and President, is determined as set forth above. Mr. Berman
received a base salary of $400,000 in 2001. The Committee granted Mr. Berman a
bonus for 2001 of $164,583.

Conclusion

The Committee is satisfied that the short-term and long-term
compensation paid to the executive officers of the Company create alignment with
the Company's strategic objectives and ensure that payouts are driven by Company
performance and employee contribution to the Company.

The foregoing report has been furnished by:

Edgar W. Levin, Chairman
George L. Bernstein
John F. Creamer
Paul R. Lederer

Management Compensation Policy Committee Report on the Exchange Program

During 2001, the Board granted options in exchange for options that had been
cancelled in 2000 under a program called the "Exchange Program." Under the
Exchange Program, Company employees were given a choice to cancel stock options
granted to them, in exchange for an equal number of new options in the future.
The new options that were granted on July 9, 2001, have an exercise price equal
to the market price on that date. All active employees who had received stock
options were eligible. When the Board approved the Exchange Program, it
determined that existing options no longer had sufficient value to motivate and
retain employees in the tight employment market.
The foregoing report has been furnished by:

Edgar W. Levin, Chairman
George L. Bernstein
John F. Creamer
Paul R. Lederer

The table below provides information concerning the stock options covered by the
Exchange Program for the Company's executive officers. Except for the Exchange
Program, no other repricing has occurred during the last ten years.
Ten-Year Option Repricings

(This table heading and the column heading below use the term "repricing" as
required by applicable regulation. However, as described above, the Exchange
Program was not a traditional repricing.)

Market Length of
Securities un price of original op
derlying num stock at Exercise tion term
ber of time of price at time remaining at
options/SARs repricing of repricing New date of re
repriced or or or amend exercise pricing or
amended amendment ment price amendment
Name Date (#) ($) ($) ($) (in months)
---- ---- --- --- --- --- -----------

Mathias J. Barton
Senior Vice President, Chief
Financial Officer 7/9/01 37,500 3.00 5.13 3.00 100

David A. Eustice
Senior Vice President, Chief
Operating Officer 7/9/01 40,000 3.00 7.65 3.00 84

Edward L. Dean
Senior Vice President, Marketing 7/9/01 30,000 3.00 7.75 3.00 96

Ronald R. Montgomery
Senior Vice President, Sales 7/9/01 40,000 3.00 7.97 3.00 89

Barry D. Myers
Senior Vice President, General
Counsel 7/9/01 33,000 3.00 7.67 3.00 74

Compensation Committee Interlocks and Insider Transactions

Richard Berman and Steven Berman receive a salary set by the
Compensation Committee of the Board of Directors and also serve as directors.
However, they do not participate in deliberations regarding their own salary.
Richard Berman and Steven Berman are partners in the Berman Real Estate
Partnership.

Leases of Real Property: The Company leases its Colmar, Pennsylvania and
Carrollton, Georgia facilities from two partnerships of which Richard Berman,
Steven Berman, their father, Jordan Berman, and their brothers, Marc Berman and
Fred Berman, are partners. Under the lease for the Pennsylvania property, the
Company paid rent of $3.45 per square foot ($1.2 million per year) in 2001.
Under the lease for the Georgia property, the Company paid rent of $2.68 per
square foot ($0.28 million per year) in 2001. The rents payable on both the
Pennsylvania and Georgia properties are adjusted on January 1 of each year to
reflect annual changes in the Consumer Price Index for All Urban Consumers -
U.S. City Average, All Items. The leases for the Pennsylvania and Georgia
properties are "net" leases, under which the Company is responsible for all
expenses attributable to the leased properties (including maintenance and
repair) and for the conduct of its operations in compliance with all applicable
laws and regulations. The Pennsylvania lease will expire on December 28, 2002,
and the Georgia lease will expire on January 2, 2005. The Company is currently
negotiating a lease renewal for the Pennsylvania lease. In the opinion of
management, the terms of these leases are no less favorable than those which
could have been obtained from an unaffiliated party.

Transactions with Service Champ II, L.P.: Service Champ is a privately held
limited partnership engaged in the sale and distribution of automotive service
parts primarily to quick lube centers. Richard Berman and Steven Berman hold a
minority interest in Service Champ. Service Champ purchased approximately
$202,000 of products in 2001 from the Company at prices which are at least as
favorable as those the Company would receive in arm's-length transactions with
unaffiliated parties. The Company purchased approximately $84,000 of products in
2001 from Service Champ at prices which are at least as favorable as those the
Company would receive in arm's-length transactions with unaffiliated parties

Affiliate Loans and Guaranties: The Pennsylvania property referred to above is
being purchased by the partnership from the Montgomery County Industrial
Development Corporation ("MCIDC") under an installment sale agreement. MCIDC
has, in turn, borrowed approximately $2.0 million from First Union National Bank
("First Union") and approximately $1.2 million from the Pennsylvania Industrial
Development Authority ("PIDA") to fund in full its purchase and development of
the Pennsylvania property. The partnership's payments to MCIDC under the
installment sale agreement are required to be at least equal to the principal
and interest payable by MCIDC under these two loans, and the Company's rental
payments on the Pennsylvania property are required to be at least equal to the
partnership's payments under the installment sale agreement with MCIDC. The
Company has guaranteed the obligations of the partnership and MCIDC to First
Union and of MCIDC to PIDA. The balance of the obligations of the partnership to
PIDA and First Union outstanding on December 29, 2001 were $167,908 and $309,524
respectively. With respect to the Georgia property referred to above, the
Company has guaranteed the obligations of the other partnership. The balance of
the other partnership's obligation outstanding on December 29, 2001 was
$187,500.

Report of Audit Committee

The Audit Committee (the "Committee") oversees the Company's financial
reporting process on behalf of the Board of Directors. Management has primary
responsibility for the financial statements, reporting process and internal
controls. The committee monitors the disclosure and content of the Company's
financial statements, the quality of the accounting principles used, and the
independent audit process. It reviews the adequacy of the Company's internal
controls, and recommends the selection of the Company's independent certified
public accountants. The Committee operates pursuant to a written charter that
was adopted by the Board of Directors in May, 2000 (the "Charter"). The Board of
Directors has determined that all members of the Committee are "independent" and
"financially literate," and at least one member of the Committee has

accounting or financial expertise as the Board of Directors has interpreted such
qualifications in its business judgment, all as required by the applicable
NASDAQ listing standards.

In March 2002, the Audit Committee met with management to review and
discuss the audited financial statements. The Audit Committee also conducted
discussions with its independent auditors, Arthur Andersen, LLP ("AA"),
regarding the matters required by the Statement on Auditing Standards No. 61. As
required by Independence Standards Board Standard No. 1, "Independence
Discussion with Audit Committees," the Audit Committee has discussed with and
received the required written disclosures and a confirming letter from AA
regarding its independence and has discussed with AA its independence. The Audit
Committee also considered the non-audit services provided by AA set forth below
in their review of AA's independence. Based upon the review and discussions
referred to above, the Audit Committee recommended to the Board of Directors
that the audited financial statements be included in the Company's Annual Report
on Form 10-K for the year ended December 29, 2001.

This Audit Committee Report shall not be deemed incorporated by
reference in any document previously or subsequently filed with the Securities
and Exchange Commission that incorporates by reference all or any portion of
this proxy statement, except to the extent that the Company specifically
requests that the Report be specifically incorporated by reference.

The foregoing report has been furnished by:

George L. Bernstein, Chairman
John F. Creamer, Jr.
Paul R. Lederer
Edgar W. Levin

Fees Paid To Independent Auditors

During the fiscal year ended December 29, 2001, the fees, billed or to
be billed, for the audit and review of the Company's consolidated financial
statements by Arthur Andersen, LLP were $136,500. All other fees paid or payable
by the Company for services other than the consolidated financial statement
audit and review services performed by Arthur Andersen, LLP during fiscal year
2001 were $98,000. Arthur Andersen, LLP did not perform any professional
services related to financial information systems design and implementation for
the Company during fiscal year 2001.

Beneficial Ownership of Common Stock

The following table sets forth the beneficial ownership of the Company's
Common Stock as of March 18, 2002 by (i) each director and nominee, (ii) each
person known by the Company to be the beneficial owner of five percent or more
of the Common Stock, (iii) each executive officer named in the summary
compensation table below, and (iv) all directors and executive officers as a
group.

Name of Beneficial Owner Amount and Nature of Percentage of
or Identity of Group Beneficial Ownership (1) Outstanding Shares
--------------------- ------------------------ -------------------
Steven L. Berman (2)(3)(4)(5) 1,187,826 14.0%
Richard N. Berman (2)(3)(4)(5) 1,142,186 13.5%
Jordan S. Berman (2)(6) 810,076 9.6%
Dimensional Fund Advisors, Inc.(7) 590,700 6.8%
FleetBoston Financial Group, Inc.(8) 590,108 6.8%
Fred B. Berman (2)(9) 381,136 4.5%
Marc H. Berman (2)(9) 381,136 4.5%
David A. Eustice 75,648 *
Ronald R. Montgomery 49,426 *
Edward L. Dean 46,713 *
Edgar W. Levin 8,000 *
John F. Creamer, Jr. 6,000 *
Paul R. Lederer 6,000 *
George L. Bernstein 3,000 *
Executive officers and directors as a
group (11 persons)(4) 2,629,531 31.0%
- ------------------------
* Less than 1%

(1) The securities "beneficially owned" by a person are determined in accordance
with the definition of "beneficial ownership" set forth in the regulations of
the Securities and Exchange Commission (the "Commission") and accordingly, may
include securities owned by or for, among others, the spouse, children or
certain other relatives of such person as well as other securities as to which
the person has or shares voting or investment power or has the right to acquire
within 60 days of March 18, 2002. The same shares may be beneficially owned by
more than one person. Beneficial ownership may be disclaimed as to certain of
the securities. Fractional shares are rounded to the closest whole number.
(2)Pursuant to an agreement among Richard Berman and Steven Berman, their father
Jordan Berman, and their brothers, Fred Berman and Marc Berman, each of them has
granted the others rights of first refusal, exercisable on a pro rata basis or
in such other proportions as the exercising shareholders may agree, to purchase
shares of Common Stock of the Company which any of them, or upon their deaths
their respective estates, proposes to sell to third parties. The Company has
agreed with these shareholders that, upon their deaths, to the extent that any
of their shares are not purchase by any of these surviving shareholders and may
not be sold without registration under the 1933 Act, the Company will use its
best efforts to cause those shares to be registered under the 1933 Act. The
expenses of any such registration will be borne by the estate of the deceased
shareholder.
(3) Does not reflect 457,997 shares of common stock held by the R&B, Inc. 401(k)
Retirement Plan for which Richard Berman and Steven Berman are trustees.
(4) Does not reflect approximately17,000 shares of common stock to be issued as
part of the 2001 contribution for all eligible employees under the R&B, Inc.
401(k) Retirement Plan for which Richard Berman and Steven Berman are trustees.
The shares will be allocated to all eligible employees in proportion to their
annual income. The number of shares to be allocated to Richard Berman, Steven
Berman, David Eustice, Ronald Montgomery, Edward Dean and all officers and
directors as a group are approximately 123 shares, 123 shares, 123 shares, 123
shares, 123 shares and 861 shares, respectively.
(5) Address of this shareholder is c/o R&B, Inc. P.O. Box 1800, Colmar,
Pennsylvania 18915.
(6) Address of this shareholder is P.O.Box 474, Springhouse, Pennsylvania 19477.

(7) Based upon a Schedule 13G filed on February 12, 2002 by Dimensional Fund
Advisors, Inc. ("Dimensional"). The principal address of Dimensional is 1299
Ocean Avenue, 11th Floor, Santa Monica, California 90401.
(8) Based upon a Schedule 13G filed on February 14, 2001 by FleetBoston
Financial Group, Inc. ("Fleet"). The principal address of Fleet is One Hundred
Federal Street, Boston, Massachusetts 02210.
(9) Address of this shareholder is c/o Service Champ L.P. 180 New Britain Blvd.,
Chalfont, Pennsylvania 18914.

Filing Disclosure

Section 16(a) of the Securities Exchange Act of 1934, as amended, and
the rules thereunder require the Company's officers and directors and persons
who own more than 10% of the Company's common stock to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and the
National Association of Securities Dealers and to furnish the Company copies.

Based on its review of the copies of such forms received by it, or
written representation from certain reporting persons, the Company believes
that, during the last fiscal year all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were complied with.

Shareholder Return Performance Presentation

Set forth below is a line graph comparing, for the period from December
26, 1997 to December 29, 2001, the cumulative total shareholder return on the
Company's Common Stock with the cumulative total shareholder return on the
NASDAQ Market Index and the Automotive Parts and Accessories Peer Group index.
The graph assumes $100 invested on December 37, 1996 in the Company's Common
Stock and each of the indices, and that the dividends were reinvested when and
as paid. In calculating the cumulative total shareholder return of the peer
group index, the shareholder returns of the companies included are weighted
according to the stock market capitalization of such companies.

Comparison of Total Return
R&B, Inc. Common, NASDAQ Market Index and
Automotive Parts & Accessories Peer Group Index*

MEASUREMENT NASDAQ
PERIOD R&B, INC. TOTAL RETURN AP&A PEER GROUP

12/28/96 100.00 100.00 100.00
12/27/97 139.82 122.32 127.67
12/26/98 115.04 172.52 130.28
12/25/99 66.37 304.29 110.35
12/30/00 23.45 191.25 88.78
12/29/01 98.41 152.46 112.04

- ---------------
* Automotive Parts & Accessories Peer Group is comprised of 65 public companies
and the information was furnished by Media General Financial Services.

Shareholder Proposals

Proposals by shareholders to be presented at the Company's meeting to be
held in 2003 must be received by the Company no later than December 24, 2002 in
order to be considered for inclusion in the Company's proxy statement and form
of proxy for that meeting.

Annual Report

A copy of the Company's Annual Report to Shareholders for the fiscal
year ended December 29, 2001 is being furnished concurrently with this Proxy
Statement to all persons who were Shareholders on the Record Date. The Annual
Report should not be regarded as proxy soliciting material.

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 29, 2001 CAN BE OBTAINED WITHOUT CHARGE BY WRITING TO R&B, INC. 3400
EAST WALNUT STREET, COLMAR, PENNSYLVANIA 18915, ATT: BARRY D. MYERS, ASSISTANT
SECRETARY.

Solicitation of Proxies

All expenses incurred in connection with the solicitation of the
enclosed proxy card will be paid by the Company. In addition to solicitation by
mail, officers, directors and regular employees of the Company, who will receive
no additional compensation for their services, may solicit proxies by mail,
telephone, telegraph or personal call if proxies are not received in a timely
fashion. The Company has requested that brokers and nominees who hold stock in
their names furnish this proxy material to their customers; the Company will
reimburse these brokers and nominees for their out-of-pocket and reasonable
expenses.

Although it is not anticipated, the Company reserves the right to retain
a professional firm of proxy solicitors to assist in solicitation of proxies.
The Company estimates that it would be required to pay such firm fees ranging
from $5,000 to $10,000 plus out-of-pocket expenses.

Independent Public Accountants

The accounting firm of Arthur Andersen LLP acted as the Company's
independent public accountants for the fiscal year ended December 29, 2001 and
has been selected by the Board of Directors to serve as the Company's
independent public accountants for the fiscal year ending December 28, 2002. A
representative of Arthur Andersen LLP is expected to be present at the Annual
Meeting and to have the opportunity to make a statement, if he desires to do so,
and is expected to be available to respond to appropriate questions.

Other Matters

As of the date of this Proxy Statement, no other matter is known which
will be brought before the Annual Meeting. However, the enclosed proxy confers
discretionary authority to vote with respect to any and all of the following
matters that may come before the meeting: (i) matters that the Company's Board
of Directors does not know, 45 days before the meeting, are to be presented for
approval at the meeting (ii) approval of the minutes of a prior meeting of
shareholders, if such approval does not constitute ratification of the action at
the meeting; (iii) the election of any person to any office for which a bona
fide nominee is unable to serve or for good cause will not serve; (iv) any
proposal omitted from this Proxy Statement and the form of proxy pursuant to
Rule 14a-8 under the Exchange Act, as amended; and (v) matters incidental to the
conduct of the meeting. If any such matters come before the meeting, the proxy
agents named in the accompanying proxy card will vote in accordance with their
best judgment and discretion.

By Order of the Board of Directors

/s/ Barry D. Myers

BARRY D. MYERS
Senior Vice President, General Counsel and
Assistant Secretary
Colmar, Pennsylvania
April 22, 2002