SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

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

REEDS JEWELERS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

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

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(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):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / 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.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:
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REEDS JEWELERS, INC.
2525 SOUTH SEVENTEENTH STREET
WILMINGTON, NORTH CAROLINA 28401

---------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

---------------------

To Our Shareholders:

The Annual Meeting of Shareholders of Reeds Jewelers, Inc. (the "Company")
will be held at the Hilton Hotel, 301 North Water Street, Wilmington, North
Carolina, on Tuesday, July 11, 1995, at 11:00 a.m., local time, for the
following purposes:

1. To elect nine (9) Directors to serve until the 1996 Annual Meeting
of Shareholders or until their successors are elected and qualified;

2. To ratify the appointment of Ernst & Young as independent auditors
of the Company for the fiscal year ending February 29, 1996; and

3. To transact such other business as may properly come before the
meeting or any adjournments thereof.

Shareholders of record at the close of business on May 29, 1995 are
entitled to notice of and to vote at the meeting and any adjournments thereof.

By Order of the Board of
Directors,

/s/ Roberta G. Zimmer
---------------------
ROBERTA G. ZIMMER
Secretary

Wilmington, North Carolina
June 10, 1995

SHAREHOLDERS ARE URGED TO VOTE BY SIGNING, DATING, AND RETURNING THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
3

REEDS JEWELERS, INC.
2525 SOUTH SEVENTEENTH STREET
WILMINGTON, NORTH CAROLINA 28401

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PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 11, 1995

---------------------

This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Reeds Jewelers, Inc. (the
"Company") to be voted at the Annual Meeting of Shareholders of the Company to
be held at the Hilton Hotel, 301 North Water Street, Wilmington, North Carolina,
on Tuesday, July 11, 1995, at 11:00 a.m., local time, and at any adjournments
thereof. In addition to solicitation by mail, proxies may be solicited by
telephone or in person by officers, directors, and by other agents of the
Company without compensation therefor, except for reimbursement of actual
expenses. All costs of solicitation of proxies will be borne by the Company. The
Company expects to mail this proxy statement and enclosed form of proxy to its
shareholders on or about Monday, June 19, 1995.

All shares represented by proxies received and not revoked will be voted in
accordance with the instructions therein. A proxy may be revoked prior to the
voting of the proxy by: (1) giving written notice to the Secretary of the
Company at the Company's executive office at 2525 South Seventeenth Street,
Wilmington, North Carolina 28401; (2) submitting a duly executed, later-dated
proxy to the Secretary of the Company; or (3) submitting notice to the Company,
prior to the exercise of the proxy, of the death or incapacity of the maker of
the proxy. A proxy is suspended if the person executing the proxy votes in
person at the meeting. Proxies duly executed and returned by shareholders which
specify no choice will be voted FOR election of the nominees for director as
proposed by the Board of Directors and FOR ratification of the appointment of
Ernst & Young as independent auditors. Although the Board of Directors is not
aware of any other matters to be presented at the meeting, if other matters are
properly presented at the meeting for action, the persons named in the enclosed
form of proxy and acting thereunder will have the discretion to vote on such
matters in accordance with their best judgment.

The Board has fixed the close of business on May 29, 1995 as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting and any adjournments thereof. As of the record date, there were
outstanding 3,819,387 shares of Common Stock, which number represents all of the
voting securities of the Company. Each holder of Common Stock on the record date
is entitled to cast one vote per share, in person or by properly executed proxy,
with respect to each matter to be considered at the meeting. Directors are
elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present. The proposal to approve the
appointment of independent auditors is approved if the votes in favor of the
proposal exceed the votes opposed to the proposal. Shares which are withheld as
to voting with respect to one or more of the nominees for Director and
abstentions will be counted in determining the existence of a quorum, but shares
held by a broker, as a nominee, that are not voted on any matter will not be
counted for such purposes. Abstentions, shares which are withheld as to voting
with respect to nominees for Director and shares held of record by a broker, as
a nominee, that are not voted with respect to any of the proposals will not be
counted as a vote in favor of or against such proposal, and, therefore, will
have no effect on the proposal to elect the Directors and the proposal to ratify
the appointment of independent auditors.

Other than certain directors and officers of the Company, the Company is
aware of no person who beneficially owns more than five percent of the Company's
outstanding Common Stock. See "Election of Directors" below.
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ELECTION OF DIRECTORS

Nine Directors are to be elected at the meeting and shall hold office until
the next Annual Meeting of Shareholders or until their respective successors
have been duly elected and qualified. All nominees have indicated that they are
willing and able to serve as Directors if elected. However, if any nominee for
Director shall withdraw his candidacy or otherwise be unable to serve, it is
intended that votes will be cast, pursuant to the discretionary power granted in
the enclosed form of proxy, for such substitute nominee or nominees as may be
nominated by the Board of Directors. Each director will be elected by a
plurality vote of the votes cast, in person or by proxy, at the meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED BELOW:

COMMON STOCK OF THE COMPANY
BENEFICIALLY
OWNED ON MAY 29, 1995
------------------------------------
YEAR FIRST PERCENT OF
NAME, AGE, PRINCIPAL OCCUPATION, BECAME NUMBER OF COMMON STOCK
AND BUSINESS EXPERIENCE DIRECTOR(1) SHARES(2) OUTSTANDING
- ------------------------------------------------- ----------- --------- -------------

ALAN M. ZIMMER, age 36; President and Chief
Executive Officer for more than the past five
years(3)....................................... 1981 822,088(4)(5)(9)(10) 21.52%
WILLIAM R. ZIMMER, age 76; Chairman of the Board
for more than the past five years(3)........... 1946 10,615 0.28%
JAMES R. ROUSE, age 53; Treasurer and Chief
Financial Officer for more than the past five
years.......................................... 1986 537(4) 0.1%
ROBERTA G. ZIMMER, age 70; Secretary for more
than the past five years(3).................... 1952 35,875 0.94%
GARLAND WADDY GARRETT, age 54; Chairman and Chief
Executive Officer of Alliance Agronomics, Inc.
for more than the past five years; Director of
Ag-Chem Equipment Co., Inc..................... 1994 0(4)
ARLENE ZIMMER SCHREIBER, age 44; Vice President
and Secretary, Schreiber's Inc., a ladies
specialty store, or its predecessor for more
than the past five years(3).................... 1986 789,253(6)(9)(10) 20.66%
RICHARD F. SHERMAN, age 51; Private Investor,
1990 to present; Chairman of the Board,
President and Chief Executive Officer, Rally's
Inc., 1987 to 1990; Director of 50-Off Stores,
Inc., Taco Cabana, Inc., and Papa John's
International, Inc............................. 1991 550(4) 0.01%
HERBERT J. ZIMMER, age 49; Partner in the law
firm of Zimmer and Zimmer, which serves as
general counsel to the Company, for more than
the past five years(3)......................... 1986 789,253(7)(9)(10) 20.66%
JEFFREY L. ZIMMER, age 38; Partner in the law
firm of Zimmer and Zimmer, which serves as
general counsel to the Company, for more than
the past five years(3)......................... 1986 762,798(8)(9)(10) 19.97%
All directors and executive officers as a group
(thirteen persons)............................. 3,213,224 84.13%

- ---------------

(1) Year first became director of the Company or its predecessors.
(2) Unless otherwise indicated, each person has sole voting and investment
power over the shares beneficially owned by such person.
(3) William R. Zimmer and Roberta G. Zimmer are the father and mother of Alan
M. Zimmer, Herbert J. Zimmer, Jeffrey L. Zimmer, and Arlene Z. Schreiber.

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(4) Does not include shares which may be acquired by the exercise of options
within 60 days of May 29, 1995 by the following persons pursuant to the
Company's various stock option plans (G. Waddy Garrett, 2,200 shares; James
R. Rouse, 14,850 shares; Richard F. Sherman, 4,400 shares; Alan M. Zimmer,
17,600 shares) and all directors and executive officers as a group, 72,930
shares.
(5) Rose W. Zimmer, wife of Alan M. Zimmer, is the voting trustee of 34,321
shares held in trust for their minor children. Such shares are included in
the beneficial ownership of Alan M. Zimmer.
(6) Ronald L. Schreiber, husband of Arlene Z. Schreiber, is the voting trustee
of 33,151 shares held in trust for their minor child, Mark Harrison
Schreiber. Their son, Andrew Michael Schreiber, owns 33,151 shares. Such
shares are included in the beneficial ownership of Arlene Z. Schreiber.
(7) Ronna T. Zimmer, wife of Herbert J. Zimmer, is the voting trustee of 70,702
shares held in trust for their minor children. Such shares are included in
the beneficial ownership of Herbert J. Zimmer.
(8) Dale B. Zimmer, wife of Jeffrey L. Zimmer, is the voting trustee of 29,742
shares held in trust for their minor children. In addition, Jeffrey L.
Zimmer is the voting trustee of 6,224 shares held in trust for their minor
children. Such shares are included in the beneficial ownership of Jeffrey
L. Zimmer.
(9) A partnership comprised of Alan M. Zimmer, Herbert J. Zimmer, Jeffrey L.
Zimmer, and Arlene Z. Schreiber owns 42,660 shares of Company stock.
Beneficial ownership for each of the above persons includes 10,665 shares
over which each such person has the power to vote or dispose of such
shares.
(10) The address of each person who beneficially owns more than 5% of the
Company's Common Stock is 2525 South Seventeenth Street, Wilmington, North
Carolina 28401

COMMITTEES OF THE BOARD OF DIRECTORS; MEETINGS AND COMPENSATION OF DIRECTORS

In accordance with the By-Laws of the Company, the Board of Directors has
established an Audit Committee and a Compensation Committee.

The Audit Committee, which is composed of outside Directors, G. Waddy
Garrett (chairman) and Richard F. Sherman, as well as the Company's Treasurer
and Chief Financial Officer and Director, James R. Rouse, recommends to the
Board of Directors the engagement of the independent auditors of the Company and
reviews with the independent auditors the scope and results of the Company's
audits, the Company's internal accounting controls, and the professional
services furnished by the independent auditors to the Company. The Audit
Committee met three times in the fiscal year ended February 28, 1995.

The Compensation Committee, which is composed of outside Directors, Richard
F. Sherman (chairman) and G. Waddy Garrett, reviews and approves all salary
arrangements and other remuneration for officers of the Company. It also is
responsible for review of certain benefit plans and for administration of the
stock option plans. The Compensation Committee met three times in the fiscal
year ended February 28, 1995.

In the fiscal year ended February 28, 1995, the Board of Directors held
four meetings and Committees of the Board of Directors held a total of six
meetings. Each of the Directors attended 100% of the total number of meetings of
the Board of Directors and the Committees on which he served during the fiscal
year ended February 28, 1995.

Officers of the Company who are also Directors do not receive any fee or
remuneration for services as members of the Board of Directors or of any
Committee of the Board of Directors. Non-management Directors received a
retainer fee of $5,000 per annum, $1,250 for each Board meeting attended, and
$500 for each Committee meeting attended last year.

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COMPENSATION OF EXECUTIVE OFFICERS

The following tables and narrative text set forth the compensation paid in
fiscal year ended February 28, 1995 and the two prior fiscal years to the
Company's Chief Executive Officer and the Company's four other most highly
compensated executive officers.

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------- -------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS(#)(2) COMPENSATION(3)
- ---------------------------------------- ----- -------- -------- ------------- ---------------

Alan M. Zimmer.......................... 1995 $161,387 $168,180 33,000 $11,086
President & Chief Executive Officer 1994 137,556 139,644 5,500 11,106
1993 130,561 115,265 0 4,983
William R. Zimmer....................... 1995 70,662 130,000 0 4,158
Chairman of the Board 1994 67,565 113,756 0 3,840
1993 66,489 108,700 0 4,873
James R. Rouse.......................... 1995 133,035 68,794 27,500 17,612
Treasurer & Chief Financial Officer 1994 116,880 58,745 2,750 17,622
1993 115,307 57,590 0 4,437
Orville R. Westmoreland................. 1995 119,018 63,706 27,500 11,382
Vice President of Financial Services 1994 94,450 38,262 2,750 11,048
1993 91,201 28,816 0 2,555
Donald J. Wright, Jr.................... 1995 107,286 56,053 27,500 11,365
Vice President of Merchandising 1994 93,109 37,532 2,750 11,412
1993 90,977 35,376 0 2,550

- ---------------

(1) Under the Company's Annual Bonus Plan, cash awards are made to participants
based primarily upon the increase in corporate profitability for the
current year over the average of the prior three years. All levels of
management in the corporate office are covered under this plan. The plan
also awards cash bonuses to store managers and district supervisors based
on the profitability of their individual stores and districts. Awards are
paid to participants annually, normally during the year following the
Annual Bonus Plan year. A minimum annual bonus is guaranteed under the plan
to each of the executives as follows: Alan M. Zimmer, $55,000; William R.
Zimmer, $75,000; James R. Rouse, $25,000; and all other executives, $12,500
each.
(2) Adjusted for 10% stock dividend issued on August 15, 1994.
(3) During both of the fiscal years ended February 28, 1995 and 1994, the
Company paid premiums for insurance to fund the supplemental executive
retirement plan for each named executive as follows: Alan M. Zimmer,
$6,428, William R. Zimmer, $0, James R. Rouse, $13,337, Orville R.
Westmoreland, $7,500, and Donald J. Wright, Jr., $7,905; the plan did not
exist in the prior year. The Company also made contributions to the
profit-sharing and 401(k) savings plan accounts of each named executive as
follows: for the fiscal year ended February 28, 1995 for Alan M. Zimmer,
$4,658, William R. Zimmer, $4,158, James R. Rouse, $4,275, Orville R.
Westmoreland, $3,882, and Donald J. Wright, Jr., $3,460; for the fiscal
year ended February 28, 1994 for Alan M. Zimmer, $4,678, William R. Zimmer,
$3,840, James R. Rouse, $4,285, Orville R. Westmoreland, $3,548, and Donald
J. Wright, Jr., $3,507; and for the fiscal year ended February 28, 1993 for
Alan M. Zimmer, $4,983, William R. Zimmer, $4,873, James R. Rouse, $4,437,
Orville R. Westmoreland, $2,555, and Donald J. Wright, Jr., $2,550.

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OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (10 YEARS)(1)
------------------------------------------------ -------------------------------------------
% OF TOTAL
OPTIONS 5% 10%
NUMBER OF GRANTED TO EXERCISE -------------------- --------------------
SECURITIES EMPLOYEES OR BASE PRICE PRICE
UNDERLYING IN FISCAL PRICE EXPIRATION PER AGGREGATE PER AGGREGATE
NAME OPTIONS(2) YEAR ($/SHARE) DATE SHARE VALUE SHARE VALUE
- ---------------- ---------- ---------- --------- ---------- ------ ----------- ------ -----------

Alan M.
Zimmer(3)..... 33,000 22.5% $ 12.13 7/12/99 $14.06 $ 63,690 $17.75 $ 185,460
James R. Rouse.. 27,500 18.8% 11.02 7/12/04 17.95 190,575 28.58 482,900
O. R.
Westmoreland.. 27,500 18.8% 11.02 7/12/04 17.95 190,575 28.58 482,900
Donald J.
Wright........ 27,500 18.8% 11.02 7/12/04 17.95 190,575 28.58 482,900
Gerald E.
Smith......... 13,750 9.4% 11.02 7/12/04 17.95 95,288 28.58 241,450
Allan E.
Metzner....... 13,750 9.4% 11.02 7/12/04 17.95 95,288 28.58 241,450
All Shareholders as a Group...................................... 17.95 26,468,352 28.58 67,068,436
Named executives' portion of assumed value gained by all
shareholders................................................... .0312 .0316

- ---------------

(1) The dollar gains under these columns result from calculations assuming 5%
and 10% growth rates over an option period of ten years (except as
otherwise noted) and are not intended to forecast future price appreciation
of the Common Stock of the Company. The gains reflect a future value based
upon growth at these prescribed rates. The Company did not use an
alternative formula for a grant date valuation, an approach which would
state gains at present, and therefore lower, value. Options have value to
the listed executives and to all option recipients only if the stock price
advances beyond the grant date price shown in the table during the
effective option period.
(2) These awards were made pursuant to the 1994 Stock Option Plan. Under this
plan, the option price must not be less than 100% of the fair market value
of the Company's Common Stock on the date the option is granted. The fair
market value of a share of the Company's Common Stock is the closing price
as reported on the date of grant.
(3) The calculations for price per share and aggregate value for Alan M. Zimmer
are calculated for a period of five, rather than ten, years since Mr.
Zimmer's options expire after five years.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

SECURITIES UNDERLYING
UNEXERCISED OPTIONS VALUE OF UNEXERCISED
AT FEBRUARY 28, 1995 IN-THE-MONEY OPTIONS
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE AT
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE(#) FEBRUARY 28, 1995($)(1)
- ------------------------------- --------------- ----------- --------------------- -----------------------

Alan M. Zimmer................. 0 0 11,000/33,000 60,500
James R. Rouse................. 0 0 9,350/27,500 47,800
Orville R. Westmoreland........ 0 0 8,250/27,500 43,500
Donald J. Wright, Jr........... 0 0 8,250/27,500 43,500
Gerald E. Smith................ 0 0 330/13,750 1,590
Allan E. Metzner............... 0 0 550/13,750 2,650

- ---------------

(1) Based on $10.50 per share at February 28, 1995.

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PERFORMANCE GRAPH

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
REEDS JEWELERS, INC.,
CRSP TOTAL RETURN INDEX FOR THE NASDAQ STOCK MARKET (US COMPANIES), AND
NASDAQ RETAIL TRADE STOCK INDUSTRY INDEX

(GRAPH)

MEASUREMENT PERIOD REEDS JEWELERS, NASDAQ STOCK NASDAQ RETAIL
(FISCAL YEAR COVERED) INC. MARKET TRADE

1990 100.00 100.00 100.00
1991 62 110 128
1992 50 157 207
1993 81 167 174
1994 185 198 193
1995 179 201 178

The above graph assumes $100 invested on February 28, 1990 in the Company's
Common Stock, the Nasdaq Stock Market Index, and the Nasdaq Retail Trade Index
(Peer Index). The Nasdaq Stock Market Index and the Nasdaq Retail Trade Index
are calculated based on indexes prepared for Nasdaq by the Center for Research
in Securities Prices (CRSP) at the University of Chicago.

RELATIONSHIPS AND RELATED TRANSACTIONS

The Company leases its corporate headquarters from a partnership comprised
of Alan M. Zimmer, Herbert J. Zimmer, Jeffrey L. Zimmer, and Arlene Z.
Schreiber. Monthly rental payments under this lease are $13,300. The Company
also pays the related insurance, property taxes, maintenance fees, and utilities
for this location. The lease for this property expires December 31, 2006. Based
on rentals charged for comparable properties in Wilmington, the Company believes
the terms of the lease are no less favorable to the Company that those that
could be obtained from unaffiliated parties.

The Company leases 7,980 square feet of office space in an office plaza
adjacent to the Company's headquarters and owned by a partnership comprised of
Alan M. Zimmer, Herbert J. Zimmer, and Jeffrey L. Zimmer. Rental payments for
the leased space, which houses the Company's accounting, credit, and repair
operations, are $7,008 per month. The Company also pays the related insurance,
property taxes, and utilities for this location. The lease for this space
expires June 30, 1996. Based on rentals charged for comparable properties in
Wilmington, the Company believes the terms of the lease are no less favorable to
the Company than those that could be obtained from unaffiliated parties.

Alan M. Zimmer, Herbert J. Zimmer, and Jeffrey L. Zimmer, through a
partnership, own property upon which a parking lot for the corporate
headquarters is located. This lease has been extended to the Company for

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9

a one-year term expiring May 31, 1996 with monthly rental payments of $1,184.
The Company also pays for related insurance, property taxes, maintenance fees,
and utilities for this location. Based on rentals charged for comparable
properties in Wilmington, the Company believes the terms of the lease are no
less favorable to the Company than those that could be obtained from
unaffiliated parties.

Herbert J. Zimmer and Jeffrey L. Zimmer are partners in the law firm of
Zimmer and Zimmer, which serves as general counsel to the Company. During the
fiscal year ended February 28, 1995, Zimmer and Zimmer received from the Company
legal fees and reimbursement of costs advanced in the amount of $175,000. Legal
fees paid to Zimmer and Zimmer are based on the firm's customary fees for
similar services.

Between June 30, 1989 and February 6, 1990, the Company borrowed a total of
$1,370,000 from three of its principal shareholders, of which $470,000 was
repaid as of May 28, 1991. The amounts borrowed accumulate interest at the prime
rate as quoted monthly in the Wall Street Journal. The amounts remaining
outstanding under the notes are $615,000 to Alan M. Zimmer, $185,000 to Arlene
Z. Schreiber, and $100,000 to Ronna T. Zimmer (the wife of Herbert J. Zimmer).
These amounts are evidenced by various subordinated notes and are due and
payable upon full payment of all senior obligations or with approval of all
senior lenders.

REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF REEDS JEWELERS, INC.
ON EXECUTIVE COMPENSATION

The primary responsibility of the Company's management is to maximize
shareholder value over time. To accomplish this objective, the Company's
business strategy and operating plans are derived from its goal to increase the
net earnings of the Company at least 15% annually on a sustained basis. The
overall goal of the Compensation Committee is to pay executive officers in a
manner that is consistent with and linked to this strategic objective.

The Committee believes that the compensation package of executive officers
must be structured to enable the Company to attract, retain, and encourage the
continued development of its executive officers. Accordingly, the Company's
executive officers are compensated as follows:

GUARANTEED COMPENSATION: An executive of the Company is compensated
for the required general management and specific technical skills demanded
by his position. The value of such skills are determined by evaluation of
the executive's demonstrated knowledge, experience, productivity, and
effectiveness, as well as the value placed upon such qualities as reflected
by compensation for similar positions within the retail jewelry industry.
Such guaranteed compensation for each executive is in the form of a base
salary and certain benefits designed to relieve financial concerns of the
executive regarding illness, disability, retirement, or death. The base
salary of each executive is reviewed annually in light of the
aforementioned criteria and typically is increased, as appropriate for each
executive, within the general guidelines for all salary increases within
the Company. Alan M. Zimmer received a 20% increase in base salary during
the fiscal year ended February 28, 1995 because of the record sales and
earnings performance of the Company during the fiscal year ended February
28, 1994.

PAY FOR PERFORMANCE: An executive of the Company is challenged to
perform and manage so that the Company's goal to increase the net earnings
of the Company at least 15% annually on a sustained basis is achieved or
exceeded. Accordingly, the President and Chief Executive Officer is
eligible to earn up to 100% of annualized base salary and all other
executives are each eligible to earn up to 50% of annualized base salary in
the form of an annual cash bonus. Each executive earns the maximum bonus
when corporate earnings before taxes for the current year are at least 20%
higher than the average corporate earnings before taxes for the three
previous years; if such increase in earnings is less than 20%, each
executive earns a proportionate share of the potential maximum bonus. Alan
M. Zimmer earned the

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maximum bonus of 100% of annualized base salary for the year ended February
28, 1995 since corporate earnings before taxes for that year were 185%
higher than the average corporate earnings before taxes for the three
previous years.

EQUITY PARTICIPATION: An executive of the Company makes numerous
tactical decisions about the short-term operations of the Company, and also
provides consistent input and influence regarding longer-term strategic
issues. In addition, because the Company believes that its shareholders are
attracted primarily by its consistent and increasing profitability, the
executive's daily application and interpretation of the Company's policies
and procedures must be couched within a longer-term perspective. Stock
ownership aligns the interests of executives with those of shareholders.
Accordingly, the final component of executive compensation provides for the
periodic granting of stock options as a longer-term incentive designed to
reward executives for managing the Company over a period of several years
in a manner that is more likely to increase shareholder value through
higher market valuations of the Company's share price as the result of
consistent and sustainable increases in profitability. Factors considered
regarding the timing and number of stock options granted include the
executive's scope of responsibility and time in the position, as well as
corporate performance. Alan M. Zimmer received a grant of options for
33,000 (adjusted for 10% stock dividend issued on August 15, 1994) shares
of common stock during the fiscal year ended February 28, 1995 as
additional incentive for continued increases over the record sales and
earnings performance of the prior fiscal year; 20% of these options (or
6,600) vest at each of the first five anniversary dates of the grant.

SUMMARY. The Committee believes that the executive compensation policies
and programs described in this report serve the interests of the shareholders
and the Company. Compensation of executive officers is intended to be linked to,
and commensurate with, Company performance and with shareholder expectations.
The Committee believes that the practice and the performance results of the
compensation philosophy described herein should be measured over a period
sufficiently long to determine whether strategy development and implementation
are in line with, and responsive to, shareholder expectations.

Richard F. Sherman, Chairman
G. Waddy Garrett

INDEPENDENT AUDITORS

Ernst & Young, Certified Public Accountants, have been recommended by the
Board of Directors to serve as independent auditors of the Company for the
fiscal year ending February 29, 1996. Ernst & Young is the present independent
auditor of the Company and has served in this capacity for the past four years.
The Company knows of no direct or material indirect financial or other interest
of Ernst & Young in the Company.

Representatives of Ernst & Young are expected to be present at the Annual
Meeting and will have the opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPOINTMENT OF ERNST &
YOUNG AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING FEBRUARY
29, 1996.

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11

SHAREHOLDER PROPOSALS

Proposals of shareholders for the 1996 Annual Meeting of Shareholders of
the Company must be received at the Company's corporate office, P.O. Box 2229,
2525 South Seventeenth Street, Wilmington NC 28401, Attention: Corporate
Secretary, no later than February 29, 1996.

ANNUAL REPORT

The Company's Annual Report to Shareholders and Annual Report on Form 10-K
for the year ended February 28, 1995 are included in this mailing to all
shareholders.

By Order of the Board of Directors,

/s/ Roberta G. Zimmer
---------------------
ROBERTA G. ZIMMER
Secretary

Wilmington, North Carolina
June 10, 1995

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APPENDIX A

PROXY REEDS JEWELERS, INC.
2525 SOUTH SEVENTEENTH STREET
WILMINGTON, NORTH CAROLINA 28401

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned hereby appoints Alan M. Zimmer and Roberta G. Zimmer, or
either of them, as agents, each with the power to appoint his or her substitute,
and hereby authorizes them to represent and to vote, as designated below, all
the shares of Common Stock of Reeds Jewelers, Inc. (the "Company") held of
record by the undersigned on May 29, 1995 at the Annual Meeting of Shareholders
to be held at the Hilton Hotel, 301 North Water Street, Wilmington, North
Carolina, on Tuesday, July 11, 1995, at 11:00 a.m., local time, and at any
adjournments thereof.

1. ELECTION OF DIRECTORS

/ / FOR all nominees listed below (except as marked to / / WITHHOLD AUTHORITY to vote for all nominees listed
the contrary below) below
Garland Waddy Garrett; James R. Rouse; Arlene Z. Schreiber; Richard F. Sherman; Alan M. Zimmer;
Herbert J. Zimmer; Jeffrey L. Zimmer; Roberta G. Zimmer; William R. Zimmer.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space
provided below.)

- ------------------------------------------------------------------------------------------------------------------------

2. TO APPROVE THE APPOINTMENT OF ERNST & YOUNG AS INDEPENDENT AUDITORS FOR THE
YEAR ENDING FEBRUARY 29, 1996.

FOR / / AGAINST / / ABSTAIN / /

3. In their discretion, the proxy agents are authorized to vote upon such other
business as may properly come before the meeting.

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted for all the nominees for Director and for Proposal 2.

Please sign exactly as name appears
below. When shares are held as joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by the president or
other authorized officer. If a
partnership, please sign in
partnership name by an authorized
person.

------------------------------------
Signature

------------------------------------
Signature if held jointly

PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.

DATED: , 1995
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