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

THE BUCKLE, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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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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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:

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THE BUCKLE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 28, 2004

To Our Stockholders:

The Annual Meeting of Stockholders of The Buckle, Inc. will be held at the
Holiday Inn, Kearney, Nebraska, on Friday, May 28, 2004 at 10:00 A.M., for the
following purposes:

1. To elect a Board of Directors. The Board of Directors intends to
nominate the following persons, each of whom currently serves as a
Board member: Daniel J. Hirschfeld, Dennis H. Nelson, Karen B. Rhoads,
James E. Shada, Robert E. Campbell, William D. Orr, Ralph M. Tysdal,
Bill L. Fairfield, Bruce L. Hoberman and David A. Roehr.
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent accountants for fiscal year ending January 29, 2005.
3. To approve the Company's 2004 Management Incentive Plan
4. To approve an Amendment to the Company's 1997 Executive Stock Option
Plan.
5. To approve Performance Based Awards granted pursuant to the Company's
1998 Restricted Stock Plan
6. To approve an amendment to the Company's 1998 Employee Stock Option
Plan
7. To transact such other business as may properly come before the
meeting and any adjournments or postponements thereof.

Only stockholders of record at the close of business on March 26, 2004, are
entitled to notice of and to vote at the Annual Meeting and at any and all
adjournments or postponements thereof.

A copy of the Company's annual report is being mailed with this proxy statement
to stockholders entitled to notice of this meeting.

By Order of the Board of Directors,

Kyle L. Hanson, Secretary

April 23, 2004

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.

THE BUCKLE, INC.
2407 West 24th Street
Kearney, NE 68845

PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 28, 2004

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of The Buckle, Inc. ("the Company") for use
at the Annual Meeting of Shareholders of the Company to be held May 28, 2004, or
at any adjournments of said meeting (the "Meeting"). The enclosed form of proxy,
if executed, may nevertheless be revoked at any time insofar as it has not been
exercised. When such proxy is properly executed and returned, the shares it
represents will be voted at the meeting in accordance with any directions noted
thereon; or if no direction is indicated, it will be voted in favor of the
proposals set forth in the notice attached hereto.

The Company will bear the cost of solicitation of proxies, including
the charges and expenses of brokerage firms and others for forwarding
solicitation materials to beneficial owners of stock. In addition to the use of
mail, proxies may be solicited by personal interview, by telegram or by
telephone. Copies of the Proxy Statement and proxy form will be first provided
to shareholders on April 28, 2004.

VOTING INFORMATION

As of March 26, 2004, the Company has outstanding 21,550,980 shares of
Common Stock. Each share of Common Stock is entitled to one vote. Only holders
of Common Stock of record on March 26, 2004 will be entitled to vote at the
Annual Meeting of Shareholders. A holder of Common Stock is entitled to cumulate
his or her votes in the election of directors and may give one or more
candidates as many votes as the number of directors to be elected multiplied by
the total number of shares owned by such shareholder. Under Nebraska law there
are no conditions precedent to the exercise of cumulative voting rights. On all
other matters which may come before the Meeting, each holder of Common Stock
will be entitled to one vote for each share owned.

Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the election inspector appointed for the meeting and will determine
whether or not a quorum is present. The election inspector will treat
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes of determining
the approval of any matter submitted to the shareholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.

BENEFICIAL OWNERSHIP OF COMMON STOCK

Principal Shareholders
- ----------------------

As of March 26, 2004, the Common Stock was held of record by 375
shareholders. The following table sets forth certain information concerning the
beneficial ownership of Common Stock by each stockholder who is known by the
Company to own beneficially in excess of 5% of the outstanding Common Stock, by
each director, and by all executive officers and directors as a group, as of
March 26, 2004. Except as otherwise indicated, all persons listed below have (i)
sole voting power and investment power with respect to their shares of Common
Stock assuming the exercise of all outstanding Options, except to the extent
that authority is shared by spouses under applicable law, and (ii) record and
beneficial ownership with respect to their shares of Common Stock.

Name of Beneficial Owner Shares of Common Stock
- ------------------------------------------------------------------------------------------------
Sole Voting and Shared Voting and Right to
Investment Power Investment Power (1) Acquire (2) Percent
---------------- -------------------- ----------- -------

Daniel J. Hirschfeld 12,900,000 0 0 59.86%
Dennis H. Nelson 885,858 32,539 523,800 6.21%
James E. Shada 100,318 1,500 165,700 1.15
Karen B. Rhoads 27,655 582 182,510 *
Bill L. Fairfield 600 0 11,550 *
Robert E. Campbell 3,400 0 12,450 *
William D. Orr 1,500 0 2,250 *
Ralph M. Tysdal 5,900 0 12,450 *
Bruce L. Hoberman 1,000 0 7,800 *
David A. Roehr 0 0 7,800 *
All executive officers and
directors as a group (14) 13,961,463 36,183 1,217,640 65.55%

* Less than 1%
(1) These amounts include shares owned within participants' 401(k) accounts
for which the voting power is held by Wells Fargo Bank, N.A. Share
amounts include Dennis H. Nelson with 1,439 and all executive officers as
a group with 2,120.
(2) These amounts represent shares as to which the named individual has the
right to acquire through exercise of options which are exercisable within
the next 60 days.

Proposal 1

ELECTION OF DIRECTORS

Directors will be elected at the May 28, 2004 Annual Meeting to serve
until the next Annual Meeting and until their successors are elected and
qualified. The By-laws of the Company provide that ten directors are to be
elected.

The Board of Directors recommends the election of the ten nominees
listed below. In the absence of instructions to the contrary, shares represented
by the Proxy will be voted for the election of all such nominees to the Board of
Directors. The Board of Directors has no reason to believe that any of these
nominees will be unable to serve. However, if any nominee should for any reason
be unavailable to serve, the proxies will be voted for the election of such
other person to the office of Director as the Board of Directors may recommend
in place of such nominee. Set forth below is certain information concerning the
nominees which is based on data furnished by them.

Daniel J. Hirschfeld, age 62. Mr. Hirschfeld is Chairman of the Board
of the Company. He has served as Chairman of the Board since April 19, 1991.
Prior to that time, Mr. Hirschfeld served as President and Chief Executive
Officer. Mr. Hirschfeld has been involved in all aspects of the Company's
business, including the development of the Company's management information
systems.

Dennis H. Nelson, age 54. Mr. Nelson is the President and Chief
Executive Officer and a Director of the Company. He has served as President and
Director since April 19, 1991. Mr. Nelson was elected as Chief Executive Officer
by the Board of Directors on March 17, 1997. Mr. Nelson began his career with
the Company in 1970 as a part-time salesman while he was attending Kearney State
College (now the University of Nebraska - Kearney). While attending college, he
became involved in merchandising and sales supervision for the Company. Upon
graduation from college in 1973 Mr. Nelson became a full-time employee of the
Company and he has worked in all phases of the Company's operations since that
date. Prior to his election as President and Chief Operating Officer on April
19, 1991, Mr. Nelson performed all of the functions normally associated with
those positions.

Karen B. Rhoads, age 45. Ms. Rhoads is the Vice-President - Finance and
a Director of the Company, and is the Chief Financial Officer. Ms. Rhoads was
elected a Director on April 19, 1991. She worked in the corporate offices during
college, and later worked part-time on the sales floor. Ms. Rhoads practiced as
a CPA for 6 1/2 years, during which time she began working on tax and accounting
matters for the Company as a client. She has been employed with the Company
since November, 1987.

James E. Shada, age 48. Mr. Shada is the Executive Vice-President -
Sales and a Director of the Company. Mr. Shada was elected Vice President of
Sales on April 19, 2001 and then Executive Vice President of Sales on May 31,
2001. He was elected as a Director on March 11, 2002. Mr. Shada began his career
with the Company in November of 1978 as a part-time salesman while attending
Kearney State College (now the University of Nebraska - Kearney). He later
served as store manager for the Company before returning to the corporate office
in 1985 as the Company's sales manager. He is also involved in other aspects of
the business including site selection and development and education of personnel
as store managers and as area and district managers.

Robert E. Campbell, age 61. Mr. Campbell has been a Director of the
Company since July 1, 1991. Since 1985, Mr. Campbell has served as Chairman and
Chief Executive Officer, and currently also President, of Miller & Paine, a
company which owns and manages office and retail properties in Lincoln,
Nebraska. Before 1988, Miller & Paine owned and operated department stores in
Lincoln and Grand Island, Nebraska, which were sold to Dillards Department
Stores, Inc. Since September 1997, Mr. Campbell has also served as Development
Officer for the Madonna Foundation, which supports the Madonna Rehabilitation
Hospital in Lincoln, Nebraska.

William D. Orr, age 69. Mr. Orr has been a Director of the Company
since July 1, 1991. He retired in 1997 from Woodmen Accident & Life Company, an
insurance company in Lincoln, Nebraska where he had served as Senior Vice
President, Agency and Marketing Operations since 1987 and he had worked for
Woodmen since 1960.

Ralph M. Tysdal, age 66. Mr. Tysdal has served as a Director of the
Company since July 1, 1991. Mr. Tysdal retired in 2002. He previously owned and
operated McDonald's restaurants in Broken Bow, North Platte and Ogallala,
Nebraska. He began his McDonald's ownership in 1978.

Bill L. Fairfield, age 57. Mr. Fairfield has served as a Director of
the Company since May 30, 1996. Mr. Fairfield is currently the Chairman of
DreamField Capital Ventures, LLC, a company focused on economic development of
the Mid-Plains region through management services and venture capital
assistance. Mr. Fairfield is also the Executive Vice President of Sitel
Corporation and serves on their Board of Directors. From 1991 until October
2000, Mr. Fairfield was President and Chief Executive Officer of Inacom Corp., a
technology management services company. Prior to 1991 Mr. Fairfield was CEO of
Valcom, the predecessor company to Inacom Corp.

Bruce L. Hoberman, age 57. Mr. Hoberman has served as a Director of the
Company since June 2, 2000. He is currently the CEO of Proxibid, Inc., an
internet auction service provider and a member of the MSI Board of Directors.
Mr. Hoberman was the Founder and President of Homer's, Inc., a retail chain and
distribution company, based in Omaha, Nebraska, from 1971-1993.

David A. Roehr, age 47. Mr. Roehr has served as a Director of the
Company since September 18, 2000. Mr. Roehr is Executive Vice President of
Cabela's, Inc., a position he has held since July 2003. Prior to that, he had
served as President and CFO of Cabela's, Inc., the world's foremost outfitter of
hunting, fishing, camping and outdoor gear, headquartered in Sidney, Nebraska.
Mr. Roehr also serves as Chairman and President of World's Foremost Bank, a bank
subsidiary of Cabela's, headquartered in Lincoln, Nebraska. He has been employed
by Cabela's since 1994. Prior to Mr. Roehr's association with Cabela's, he
served as a tax partner at Grant Thornton, LLP in Lincoln, Nebraska where he
practiced public accounting from 1981 - 1994.

Approval of this Proposal requires a favorable vote of the holders of a
majority of the votes cast by all holders of the outstanding shares of Common
Stock voting together as a single class at the meeting. Therefore, an abstention
will not have the effect of a vote for or against the Proposal and will not be
counted in determining the number of votes required for approval, but will be
counted in determining the presence of a quorum.

Corporate Governance
- --------------------

The Company is a "Controlled Company." Because as of March 1, 2004,
------------------------------------
Daniel J. Hirschfeld, the Chairman of the Board, owned and controlled
approximately 60% of the voting power of the Company's common stock, the Company
is a "controlled company" under the New York Stock Exchange Corporate Governance
Standards (the "NYSE Standards"), and the Board of Directors has chosen to take
advantage of all of the exemptions available to "controlled companies" under
section 303A of the NYSE Standards. The Company is exempt from the requirements:

1. to have a majority of independent directors (although the Board of
Directors has determined that a majority of the Company's directors and
nominees are independent under the NYSE Standards);

2. to have a nominating/corporate governance committee composed
entirely of independent directors; and

3. to have a compensation committee with a written charter meeting the
NYSE Standards which is composed entirely of independent directors
(although the Company has had a compensation committee composed
entirely of independent directors since immediately prior to the
Company's initial public stock offering in 1992).

Board Committee Charters
- ------------------------

The Charter for the Company's Audit Committee is available free of
charge as set forth in the Report of the Audit Committee appearing later in this
Proxy Statement. When and if a written Charter for the Compensation Committee is
adopted, that Charter will also be posted on the Company's website at
www.buckle.com.

Corporate Governance Guidelines
- -------------------------------

The Board of Directors has recently adopted Corporate Governance
Guidelines to assist the Board in the exercise of its responsibilities. The
Corporate Governance Guidelines are available free of charge on the Company's
website at www.buckle.com or upon written request to the Corporate Secretary,
The Buckle, Inc., P.O.Box 1480, Kearney, NE 68848.

Code of Ethics
- --------------

The Company has a Code of Ethics that applies to all teammates,
including the chief executive officer, the chief financial officer and the
principal accounting officer, as well as all members of the Board of Directors.
The Code of Ethics is available free of charge on the Company's website at
www.buckle.com or upon written request to the Corporate Secretary, The Buckle,
Inc., P.O. Box 1480, Kearney, NE 68848.

Independence
- ------------

The Board has determined that all non-employee Directors of the
Company, comprising six of the ten members of the Board, are independent under
NYSE Standards. In addition, all committee members, other than the Executive
Committee members, meet the applicable independence requirements of the NYSE
Standards, even though the Company is exempt from some of those Standards.

Executive Sessions of Non-Management Directors
- ----------------------------------------------

The Company's independent Directors meet separately in executive
session without employee Directors or representatives of management at each
regularly scheduled quarterly meeting of the Board.

Stockholder Communication with the Board of Directors
- -----------------------------------------------------

Stockholders or other interested parties may contact the Board of
Directors, or the non-employee Directors as a group, at the following address:

Board of Directors or Outside Directors
The Buckle, Inc.
P.O. Box 1480 Kearney, NE 68848

Communications regarding accounting, internal accounting controls or
auditing matters may also be reported to the Company's Board of Directors using
the above address or through The Buckle Ethics Hotline. Information about how to
contact The Buckle Ethics Hotline is also available on the Company's website at
www.buckle.com and in the Company's Code of Ethics.

Company Website

Information on the Company's website is not incorporated by reference
into this Proxy Statement.

Meetings and Committees of the Board
- ------------------------------------

During fiscal 2003, four meetings of the Board of Directors, nine
meetings of the Executive Committee, eight meetings of the Compensation
Committee and seven meetings of the Audit Committee were held. No Director was
absent from more than twenty-five percent of the aggregate of (1) the total
number of meetings of the Board of Directors and (2) the total number of
meetings held by all committees on which he or she served. The Company has no
nominating committee, but it does have the following standing committees:

Executive Committee. The Executive Committee has the power and
authority of the Board of Directors to manage the affairs of the Company
between meetings of the Board of Directors. The Executive Committee
establishes compensation for all non-officer employees of The Company. The
Committee also regularly reviews significant corporate matters and
recommends action as appropriate to the Board. Members of the Executive
Committee presently are Daniel J. Hirschfeld, Dennis H. Nelson, and Karen
B. Rhoads.

Audit Committee. The Audit Committee meets with the Company's
chief financial officer and independent accountants to review the scope of
auditing procedures and the policies relating to internal accounting
procedures and controls and to review the Company's public financial
statements. The current members of such committee are William D. Orr,
Robert E. Campbell, Bill L. Fairfield, Ralph M. Tysdal, Bruce L. Hoberman
and David A. Roehr.

Compensation Committee. The Compensation Committee reviews and
makes recommendations to the Board of Directors regarding officer
compensation. The Compensation Committee also administers the Company's
1991 Stock Incentive Plan, the Company's Non-Qualified Stock Option Plan
and Agreement with Dennis Nelson, the Company's 1991 Non-Qualified Stock
Option Plan, the Company's 1993 Executive Stock Option Plan, the Company's
1995 Executive Stock Option Plan, the 1995 Management Incentive Plan, the
1997 Executive Stock Options Plan, the 1997 Management Incentive Plan, the
1998 Management Incentive Plan, the 1999 Management Incentive Plan and the
2002 Management Incentive Plan. The current members of the Compensation
Committee are Bill L. Fairfield, Robert E. Campbell, William D. Orr, Ralph
M. Tysdal, Bruce L. Hoberman and David A. Roehr.

Director Compensation
- ---------------------

For their services as Directors in fiscal 2003, the members of the
Board of Directors who are not employees of the Company were paid $9,000
annually and $1,500 for each quarterly board meeting they attended and $500 for
each telephonic meeting held for the board or any committee thereof.

In addition, each non-employee Director (defined as a Director of the
Company who is not an officer or employee of the Company or any Subsidiary) is
annually granted options to purchase shares of Common Stock of the Company.
Options to purchase 3,000 shares will be granted to each non-employee Director
on the first day of the Company's fiscal year. In addition, each non-employee
Director is granted an option to purchase 300 shares on the date such Director
is first elected to the Board of Directors of the Company. All options have a
term of ten years from the date of grant and are exercisable 25 percent
immediately, with an additional 25 percent being

exercisable on each of the first three successive anniversaries of the date of
the grant. The exercise price for each option is the fair market value of a
share on the date of grant. Fair market value means the average of the highest
and lowest quoted selling price of a share of Common stock as reported on New
York Stock Exchange. There are no family relationships among any of the
Directors or Officers of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's officers, directors and greater than 10%
shareholders ("Reporting Persons") to file certain reports ("Section 16
Reports") with respect to beneficial ownership of the Company's equity
securities. Based solely on its review of the Section 16 Reports furnished to
the Company by its Reporting Persons and, where applicable, any written
representations by any of them that no Form 5 was required, all Section 16(a)
filing requirements applicable to the Company's Reporting Persons during and
with respect to fiscal 2003 have been complied with on a timely basis, except
that one report on Form 4 was filed late by each of Bill L. Fairfield, Bruce L.
Hoberman, William D. Orr, Karen B. Rhoads, David A. Roehr and Patricia K.
Whisler and two reports on Form 4 were filed late by each of Robert E. Campbell,
Daniel J. Hirschfeld, Dennis H. Nelson, Kari G. Smith and Ralph M. Tysdal.

Proposal 2

RATIFICATION OF INDEPENDENT ACCOUNTANTS

For the years ended January 31, 2004 and February 1, 2003, professional
services were performed by Deloitte & Touche LLP, the member firms of Deloitte
Touche Tohmatsu and their respective affiliates (collectively "Deloitte &
Touche"). Subject to stockholder ratification, the Audit Committee has
re-appointed the firm of Deloitte & Touche LLP, Certified Public Accountants, as
independent auditors to audit the accounts of the Company for the fiscal year
2004, Deloitte & Touche LLP has served as the independent auditors of the
Company since December, 1990.

The Board of Directors recommends that stockholders vote "FOR" such
ratification. Unless contrary instructions are given, the proxies solicited by
the Board of Directors will be voted "FOR" such ratification. Ratification will
require affirmative vote of holders of a majority of the Common Stock present or
in proxy, at the meeting.

Audit and audit-related fees aggregated $178,275 and $102,600 for the
years ended January 31, 2004 and February 1, 2003,
respectively and were composed of the following:
Audit Fees

The aggregate fees billed for the audit of the Company's annual
financial statements for the fiscal years ended January 31, 2004 and February 1,
2003 and for the reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q for the fiscal year were $128,410 and $94,600,
respectively.

Audit-Related Fees
- ------------------

The aggregate fees billed for Audit-Related services for the fiscal
years ended January 31, 2004 and February 1, 2003 were $49,865 and $8,000,
respectively. These fees relate to work in assisting with the Company's 404
readiness during the fiscal year ended January 31, 2004 and for the audit of the
Company's 401(k) Profit Sharing Plan for the plan years ended January 31, 2004
and 2003.

Tax Fees
- --------

The aggregate fees billed for tax services for the fiscal years ended
January 31, 2004 and February 1, 2003 were $41,816 and $49,129, respectively.
These fees relate to preparation of the state and federal income tax returns and
work related to electing change in accounting methods for certain income tax
items for the fiscal year ended January 31, 2004 and relate to preparation of
the state and federal income tax returns, work related to electing change in
accounting methods for certain income tax items, and work related to the
like-kind exchange of the corporate aircraft for the fiscal year ended February
1, 2003.

All Other Fees
- --------------

The aggregate fees for services not included above were $0 and $0,
respectively, for the fiscal years ended January 31, 2004 and February 1, 2003.

One or more representatives of Deloitte & Touche LLP are expected to be
present at the annual meeting and will have an opportunity to make a statement
if they desire to do so and will be available to respond to appropriate
questions.

Proposal 3

PROPOSAL TO APPROVE THE COMPANY'S
2004 MANAGEMENT INCENTIVE PLAN

The Board of Directors believes that the continued success of the
Company depends on its ability to attract, retain and motivate key employees.
Accordingly, the Compensation Committee of the Board of Directors has reviewed
the Company's executive incentive compensation program and recommends that the
Company's shareholders approve the 2004 Management Incentive Plan (the "2004
Incentive Plan). In order for payment of certain incentive awards to be
deductible under the current Internal Revenue Code (the "Code'), such awards
must be paid under a plan like the 2004 Incentive Plan which has been approved
by the shareholders. The 2004 Incentive Plan is set forth in Exhibit "A" to this
Proxy Statement. The following discussion is qualified in its entirety by
reference to the text of the 2004 Incentive Plan.

Background.
- ----------

The 2004 Incentive Plan is modeled after the 2003 Management Incentive
Plan approved by the Shareholders of the Company at the annual meeting held in
2003 (the "2003 Incentive Plan"). The 2003 Incentive Plan was designed to
motivate the Company's key employees to improve stockholder value by linking a
portion of their compensation to the Company's financial performance. The 2003
Incentive Plan was a one-year plan. The 2004 Incentive Plan is also a one-year
plan.

In recent years the Compensation Committee has been working with the
executive officers to change the compensation philosophy. In previous years,
both options and shares of restricted stock were added to incentive programs,
although restricted stock was eliminated in the 2002 Incentive Plan. The goals
of the Compensation Committee with regard to cash compensation have been and
continue to be:

o to establish base salaries at a competitive level;
o to establish a cash bonus program that rewards exceptional
performance;
o to eliminate cash bonuses based upon participation in the
first dollar of profits; and
o to eliminate an automatic and mathematical bonus in the event
that the Company's performance does not at least equal
performance for the immediately preceding fiscal year.

The Compensation Committee believes that the 2004 Management Incentive Plan
accomplishes the goals which the Committee sought to achieve by the adoption of
the 2003 Management Incentive Plan.

Description of the Incentive Plan.
- ---------------------------------

The 2004 Incentive Plan is administered by the Compensation Committee
of the Board of Directors. The Compensation Committee must be comprised solely
of Directors who are "outside Directors" as defined in Section 162(m) of the
Code. The 2004 Incentive Plan encompasses two types of incentive.

o an annual Cash Award; and
o an annual grant of Stock Options pursuant to the 1997
Executive Stock Option Plan.

The Committee's powers include authority, within the limitations set forth in
the 2004 Incentive Plan, to:

o select the persons to be granted Cash Awards and Options;
o determine the time when Cash Awards and Options will be
granted;
o determine whether objectives and conditions for earning Cash
Awards and Options have been met;
o determine whether payment of Cash Awards and Options will be
made at the end of an award period or deferred; and
o approve discretionary year-end cash incentives for
extraordinary events.

Any employee of the Company whose performance the Committee determines
can have a significant effect on the success of the Company - designated a Key
Employee by the Plan - will be granted annual incentive Cash Awards under the
2004 Incentive Plan. Because the number of Key Employees may change over time
and because the selection of participants is discretionary, it is impossible to
determine the number of persons who will be eligible for awards under the 2004
Incentive Plan during its term. However, it is anticipated that six persons will
receive Cash Awards for fiscal 2004 under the 2004 Incentive Plan.

The 2004 Incentive Plan includes the creation of a Bonus Pool as a Cash
Incentive for executives. This Bonus Pool will be calculated based upon dollars
of growth in key performance categories compared to the Base Year amounts,
multiplied by the applicable percentage amounts as outlined in the Plan and
multiplied by a factor determined by the growth in Pre-Bonus Net Income (the
"Pre-Bonus Net Income Factor') (See Exhibit A). The applicable percentage
amounts for the 2004 Incentive Plan include 8.5% of the increase in Same Store
Sales, 5.0% of the increase in Gross Profit and 15.0% of the increase in
Pre-bonus Net Income. The Base Year amounts are determined using the immediately
preceding fiscal year for Same Store Sales and the prior three-year rolling
average for the Gross Profit and Pre-Bonus Net Income. The Pre-Bonus Net Income
Factor is 1.0 for growth in Pre-Bonus Net Income up to 5.99%; 0.95 for growth in
Pre-Bonus Net Income of at least 6% and up to 7.99%; 0.90 for growth in
Pre-Bonus Net Income of at least 8% and up to 11.99%; 0.85 for growth in
Pre-Bonus Net Income of at least 12% and up to 14.99%; 0.80 for growth in
Pre-Bonus Net Income of at least 15% and up to 19.99%; 0.75 for growth in
Pre-Bonus Net Income of at least 20% and up to 24.99%; 0.70 for growth in
Pre-Bonus Net Income of at least 25% and up to 29.99%; 0.64 for growth in
Pre-Bonus Net Income of at least 30% and up to 39.99%; and 0.55 for growth in
Pre-Bonus Net Income of 40% or greater. Bonus Pool awards pursuant to the 2004
Incentive Plan will be in addition to base salaries. Base salaries for fiscal
2004 for the executive officers included in the Summary Compensation Table are
as follows:

NAME BASE SALARY
---- -----------
Dennis H. Nelson $760,000
James E. Shada $430,000
Kari G. Smith $248,000
Patricia K. Whisler $248,000
Brett P. Milkie $250,000

Cash Awards.
- -----------

Each Participant in the Plan shall receive a Cash Award equal to 100%
of the Participant's share of the Bonus Pool. The President's share of the Bonus
Pool shall be 40.0%, and the share of each other Participant in the Bonus Pool
shall be determined by the President prior to the first day of each Plan Year
(or immediately upon adoption of the Plan).

No payment of a Cash Award for the year may be made to an Executive
until the Company's Same Store Sales, Gross Profit and Pre-Bonus Net Income for
the year are certified by the Committee. A Participant shall not be entitled to
receive payment of an Award unless such Participant is still in the employ of
(and shall not have delivered notice of resignation to) the Company on the last
day of the fiscal year for which the Cash Award is earned.

Key Employees (defined to include any employee of the Company whose
performance the Committee determines can have a significant effect on the
success of the Company) will be granted annual incentive Cash Awards under the
2004 Incentive Plan. Because the number of Key Employees may change over time
and because the selection of participants is discretionary, it is impossible to
determine the number of persons who will be eligible for awards under the 2004
Incentive Plan during its term. However, it is anticipated that six persons will
receive Cash Awards for fiscal 2004 under the 2004 Incentive Plan.

Options
- -------

Options will be granted to Participants pursuant to the 1997 Executive
Stock Option Plan as of the last day of the fiscal year preceding the Plan Year
for which the Options are granted. Options granted under the Plan will vest
according to the same terms as the 1997 Management Incentive Plan. Those terms
include a performance feature whereby one-half of the Options granted will vest
over three years if a 10% increase in Pre-Bonus Net Income is achieved, and the
second one-half of the Options granted vest over three years if a 30% increase
in Pre-Bonus Net Income is achieved. If the performance goals are not met, the
Options will ultimately vest after nine years and eleven months. This Plan has
an "accelerator" feature for the Options so that vesting may occur sooner than
the three years or nine years and eleven months, when and if the market price of
the Company's stock doubles from the fair market value of the stock at the date
of grant. All Options will also include a "reload" feature under this Plan.

Amendments.
- ----------

The Committee may amend the 2004 Incentive Plan from time to time,
provided that no amendment to the 2004 Incentive Plan shall be effective unless
approved by the Company's shareholders, to the extent that such shareholder
approval is required under Section 162(m) of the Code with respect to awards
which are intended to qualify under that Section.

New Plan Benefits.
- -----------------

No Cash Awards have been granted under the 2004 Incentive Plan, and it
is not determinable what Cash Awards will be received by any employee under the
2004 Incentive Plan. However, the following table provides information
concerning the Cash Award and Options that would have been received by each of
the following persons and groups for the last completed fiscal year had the 2004
Incentive Plan been in effect.

NEW PLAN BENEFITS
-----------------
2004 Management Incentive Plan

-------------------------------------------------------------------------
Cash
Name and Position Award Options
-------------------------------------------------------------------------
Dennis H. Nelson,
President & CEO 465,231 103,500
-------------------------------------------------------------------------
James E. Shada,
Executive Vice-President Sales 232,616 51,750
-------------------------------------------------------------------------
Kari G. Smith,
Vice-President Sales 98,862 25,200
-------------------------------------------------------------------------
Patricia K. Whisler,
Vice-President Women's Merchandising 98,862 25,200
-------------------------------------------------------------------------
Brett P. Milkie,
Vice-President Leasing 98,862 25,200
-------------------------------------------------------------------------

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

All Executive Officers 1,098,772 260,550
-------------------------------------------------------------------------
Non-Executive Officer
Directors (0 persons) -0- -0-
-------------------------------------------------------------------------

With respect to Proposal 3, the Board of Directors recommends that the
shareholders vote FOR approval of the COMPANY'S 2004 MANAGEMENT INCENTIVE Plan.

Proposal 4

PROPOSAL TO APPROVE AMENDMENT TO
THE 1997 EXECUTIVE STOCK OPTION PLAN

The Board of Directors of the Company has adopted, subject to
shareholder approval, the following Amendment to the 1997 Executive Stock Option
Plan (the "Executive Plan"):

An increase in the number of shares of Common Stock authorized for
issuance under the plan from 2,375,000 shares of Common Stock to 2,600,000
shares of Common Stock and an extension of the term of the plan for five years.

Description of the 1997 Executive Plan
- --------------------------------------

The 1997 Executive Plan is administered by the Compensation Committee
of the Board of Directors, which Committee is composed of Directors who are not
eligible to participate in the 1997 Executive Plan and who qualify as
"non-employee directors" as contemplated by Rule 16(b)(3) adopted by the
Securities and Exchange Commission and as "outside directors" under Section
162(m) of the Internal Revenue Code. The Compensation Committee has authority
under the 1997 Executive Plan to grant awards of stock options or stock
appreciation rights. Awards may be granted singly, in tandem or in combination,
as the Compensation Committee determines. Awards of stock options granted under
the 1997 Executive Plan will constitute non-qualified stock options under the
Code. Non-employee Directors are not eligible to receive awards under the
Executive Plan.

A total of 2,375,000 shares of Common Stock are reserved for issuance
under the 1997 Executive Plan. During the term of the 1997 Executive Plan no
Participant may be granted options or stock appreciation rights for more than
750,000 shares, and, during any fiscal year, no Participant may be granted
options or stock appreciation rights to more than 300,000 shares. Shares subject
to the 1997 Executive Plan may be either authorized but unissued shares or
treasury shares.

The provisions governing the disposition of specific awards granted
under the 1997 Executive Plan in the event of the retirement, disability, death
or other termination of employment of the Participant, as well as the exercise
period and exercise price of options, the restrictions and vesting requirements
with respect to options and appreciation rights will be determined by the
Compensation Committee at the time such awards are granted. The 1997 Executive
Plan provides that the Compensation Committee can take certain actions to
protect Participants' rights in the event of a change in control of the Company.
The 1997 Executive Plan provides that the Committee may grant reload options in
connection with an option grant under the Plan. If awarded in connection with a
stock option, reload option rights would entitle the grantee of a stock option,
upon exercise of that option through delivery or withholding of shares of Common
Stock, to automatically be granted on the date of such exercise a new stock
option (a "reload option") for that number of shares not greater than the number
of shares delivered or withheld in payment of the option price of the original
stock option, including shares delivered or withheld in payment of withholding
taxes. The reload option would have an option price of not less than the fair
market value

of the Common Stock on its date of grant, an expiration date not later than the
expiration date of the original stock option and other terms which are
permissible for the grant of any other stock option under the 1997 Executive
Plan.

Options are not transferable other than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
the Code.

The Compensation Committee may amend or terminate the 1997 Executive
Plan. However, no such amendment or termination may impair any option or stock
appreciation rights previously granted under the Plan. Shareholder approval is
required for any amendment (i) which must be approved by shareholders under
applicable law or the rules of any stock exchange on which shares of the Common
Stock are traded, or (ii) which must be approved by shareholders in order to
maintain the qualifications of the 1997 Executive Plan under Section 162(m) of
the Internal Revenue Code. The 1997 Executive Plan was effective December 26,
1997 and will terminate on the fifth anniversary of the date the Plan was
approved by the Compensation Committee unless extended as set forth in this
proposal.

Stock options granted pursuant to the 1997 Executive Plan will be taxed
as non-qualified stock options. Generally, no income will be realized by the
employee at the time the options or stock appreciation rights are granted. When
the options are exercised, ordinary income in an amount equal to the excess of
the fair market value of the shares over the option price will be realized. The
holding period to determine whether at disposition any appreciation (or
depreciation) after the options are exercised is treated as short-term or
long-term capital gain or loss will begin on the date of exercise. The Company
generally will be entitled to a deduction equal to the amount that is taxable as
ordinary income to the employee in the year that such income becomes taxable.
When stock appreciation rights are exercised, ordinary income in an amount equal
to the amount paid to the employee pursuant to exercise of the stock
appreciation right will be realized. The Company generally will be entitled to a
deduction equal to the amount that is taxable as ordinary income to the employee
in the year that such income becomes taxable.

Reason for Amendment

The Executive Plan currently provides that 2,375,000 shares are
reserved for issuance upon the exercise of options. As of January 31, 2004,
options covering 2,192,850 shares were outstanding and only 182,150 shares
remained available for option grants. Therefore, in order to continue the
current Executive Compensation Plan, it will also be necessary to increase the
number of shares available for issuance. The Board of Directors recommends that
an additional 225,000 shares of Common Stock be added to the Plan's reserve and
that the term of the plan be extended for five years.

Shareholder Action

The Board of Directors believes that the above-described Amendment to
the Executive Plan is appropriate and consistent with the Company's objectives
of attracting and retaining executives of outstanding competence and aligning
their interests with those of the shareholders of the Company. Accordingly, the
Board believes that approval of the Amendment is in the best interest of the
Company and its shareholders.

WITH RESPECT TO PROPOSAL 4, THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THE AMENDMENT TO THE 1997 EXECUTIVE STOCK
OPTION PLAN.

PROPOSAL 5

PROPOSAL TO APPROVE PERFORMANCE-BASED AWARDS GRANTED PURSUANT TO THE
COMPANY'S 1998 RESTRICTED STOCK PLAN

On June 26, 2003, the Compensation Committee approved grants of
restricted stock to certain executive officers of the Company, as follows:

Name Number of Restricted Shares
---- ---------------------------

Dennis Nelson 154,400

Pat Whisler 5,404

Pam Vasey 3,860

Kari Smith 3,088

Karen Rhoads 3,088

The restricted shares were granted subject to a performance feature
that required that the Company's earnings per share for the second, third and
fourth quarters of the 2003 fiscal year be at least $1.15. Earnings per share
were to be computed before giving effect to the current grant of restricted
shares. The grant of restricted shares provided that if the performance targets
were met, then the restricted shares would vest at the end of the 2004 fiscal
year. If the performance targets were not met, the shares would be forfeited.
The restricted shares were granted subject to shareholder approval of the
performance goals.

You are being asked to approve the terms of the performance goals. This
approval is required under the Internal Revenue Code and Internal Revenue
Service Regulations (the "Code") in order to preserve the Company's federal
income tax deduction with respect to the grant of these restricted shares. The
terms of the Restricted Share Plan, pursuant to which the restricted shares were
granted, were approved by our shareholders when the Plan was adopted in 1998.

Purpose of Proposal.
- -------------------

As discussed in the Report of the Compensation Committee in this Proxy
Statement, the Company generally seeks to preserve its ability to claim tax
deductions for compensation paid to executives to the greatest extent
practicable. Section 162(m) of the Code sets limits on the Company's federal
income tax deduction for compensation paid in any taxable year to an individual
who, on the last day of the taxable year, was (i) the Chief Executive Officer or
(ii) among the four other highest-compensated executive officers whose
compensation is reported in the Summary Compensation Table of the Proxy
Statement. "Qualified performance-based compensation" which can include
compensation from stock options, cash awards and certain grants of restricted
stock, is not subject to this deduction limit, and therefore is fully
deductible, if certain conditions are met. One of the conditions is shareholder
approval of the material terms of the performance goals under which the
compensation is paid.

The restricted shares granted by the Compensation Committee on June 26,
2003, were granted subject to the condition that the shareholders approve the
performance features.

Material terms of the performance goals.
- ---------------------------------------

Under the grant of restricted shares, the performance goals applied to
the second, third and fourth quarters of the 2003 fiscal year, and required that
the earnings per share for each quarter be at least $1.15 per share. The
restricted shares were granted to the executive officers named above. The
Compensation Committee of the Board of Directors has determined following
completion of the fiscal year that the performance goals have been met, and the
Compensation Committee has certified that decision to the Board of Directors.

WITH RESPECT TO PROPOSAL 5, THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THE PERFORMANCE-BASED AWARDS GRANTED PURSUANT
TO THE COMPANY'S 1998 RESTRICTED STOCK PLAN.

Proposal 6

PROPOSAL TO APPROVE AMENDMENT TO THE
1998 EMPLOYEE STOCK OPTION PLAN

The Board of Directors of the Company has adopted, subject to
shareholder approval, the following Amendment to the 1998 Employee Stock Option
Plan (the "1998 Employee Plan"):

An increase in the number of shares of Common Stock authorized for
issuance under the plan from 450,000 shares of Common Stock to 480,000 shares of
Common Stock and an extension of the term of the plan for one additional year.

Description of the 1998 Employee Plan

The 1998 Employee Plan is administered by the Compensation Committee of
the Board of Directors, which Committee is composed of Directors who are not
eligible to participate in the 1998 Employee Plan and who qualify as
"non-employee directors" as contemplated by Rule 16(b)(3) adopted by the
Securities and Exchange Commission and as "outside directors" under Section
162(m) of the Internal Revenue Code. The Compensation Committee has authority
under the 1998 Employee Plan to grant awards of stock options. Awards of stock
options granted under the 1998 Employee Plan will constitute non-qualified stock
options under the Code. Non-employee Directors and executive officers of the
Company are not eligible to receive awards under the 1998 Employee Plan.

A total of 450,000 shares of Common Stock are reserved for issuance
under the 1998 Employee Plan. Shares subject to the 1998 Employee Plan may be
either authorized but unissued shares or treasury shares.

The provisions governing the disposition of specific awards granted
under the 1998 Employee Plan in the event of the retirement, disability, death
or other termination of employment of the Participant, as well as the exercise
period and exercise price of options, the restrictions and vesting requirements
with respect to options will be determined by the Compensation Committee at the
time such awards are granted. The 1998 Employee Plan provides that the
Compensation Committee can take certain actions to protect Participants' rights
in the event of a change in control of the Company. The 1998 Employee Plan
provides that the Committee may grant reload options in connection with an
option grant under the Plan. If awarded in connection with a stock option,
reload option rights would entitle the grantee of a stock option, upon exercise
of that option through delivery or withholding of shares of Common Stock, to
automatically be granted on the date of such exercise a new stock option (a
"reload option") for that number of shares not greater than the number of share
delivered or withheld in payment of the option price of the original stock
option, including shares delivered or withheld in payment of withholding taxes.
The reload option would have an option price of not less than the fair market
value of the Common Stock on its date of grant, an expiration date not later
than the expiration date of the original stock option and other terms which are
permissible for the grant of any other stock option under the 1998 Employee
Plan.

Options are not transferable other than by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined in the Code.

The Compensation Committee may amend or terminate the 1998 Employee
Plan. However, no such amendment or termination may impair any option previously
granted under the Plan. Shareholder approval is

required for any amendment (i) which must be approved by shareholders under
applicable law or the rules of any stock exchange on which shares of the Common
Stock are traded, or (ii) which must be approved by shareholders in order to
maintain the qualifications of the 1998 Employee Plan under Section 162(m) of
the Internal Revenue Code. The 1998 Employee Plan was effective September 21,
1998 and terminates on the fifth anniversary of the date the Plan was approved
by the Compensation Committee, unless extended as set forth in this Proposal.

Stock options granted pursuant to the 1998 Employee Plan will be taxed
as non-qualified stock options. Generally, no income will be realized by the
employee at the time the options or stock appreciation rights are granted. When
the options are exercised, ordinary income in an amount equal to the excess of
the fair market value of the shares over the option price will be realized. The
holding period to determine whether at disposition any appreciation (or
depreciation) after the options are exercised is treated as short-term or
long-term capital gain or loss will begin on the date of exercise. The Company
generally will be entitled to a deduction equal to the amount that is taxable as
ordinary income to the employee in the year that such income becomes taxable.

Reasons for Amendments

The Employee Plan currently provides that 450,000 shares are reserved
for issuance upon the exercise of options and that the plan expire five years
after the date of approval by the Compensation Committee. As of March 26, 2004,
options covering 112,630 shares were outstanding and only 103,034 shares
remained available for option grants. Therefore, in order to fulfill grants for
fiscal 2004, it will be necessary to increase the number of shares available for
issuance and extend the term of the plan. The Board of Directors recommends that
an additional 30,000 shares of Common Stock be added to the Plan's reserve and
that the term of the plan be extended one year to include fiscal 2004.

Shareholder Action

The Board of Directors believes that the above-described Amendment to
the 1998 Employee Plan is appropriate and consistent with the Company's
objectives of attracting and retaining employees of outstanding competence and
aligning their interests with those of the shareholders of the Company.
Accordingly, the Board believes that approval of the Amendment is in the best
interest of the Company and its shareholders.

WITH RESPECT TO PROPOSAL 6, THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THE AMENDMENT TO THE 1998 EMPLOYEE STOCK
OPTION PLAN.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary of Cash and Certain Other Compensation
- ----------------------------------------------

The following table provides certain summary information concerning
compensation paid or accrued by the Company, to or on behalf of the Company's
chief executive officer and each of the four other most highly compensated
executive officers of the Company whose compensation exceeded $100,000
(determined as of the end of the last fiscal year) for the fiscal years ended
January 31, 2004, February 1, 2003 and February 2, 2002:

SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------
Long Term
Compensation
-----------------------
Annual Compensation Awards
---------------------------------------------------------------------------------------------------
Name Restricted All Other
and Stock Compen-
Principal Awards Options/ Sation
Position Year Salary ($) Bonus ($) (2) ($) SARs (#) ($) (1)
---------------------------------------------------------------------------------------------------

Dennis H. 2003 $ 740,000 $ 465,231 $ 1,484,941 103,500 $ 52,529
Nelson 2002 $ 725,000 $ 296,603 $ 0 113,400 $ 50,090
President 2001 $ 725,000 $ 507,500 $ 0 103,500 $ 54,117
and CEO

James E. 2003 $ 415,000 $ 232,616 $ 0 51,750 $ 17,593
Shada 2002 $ 400,000 $ 172,000 $ 0 56,700 $ 17,040
Executive Vice 2001 $ 240,000 $ 168,000 $ 0 13,860 $ 12,362
President Sales

Kari G. 2003 $ 240,000 $ 98,862 $ 29,699 25,200 $ 6,046
Smith 2002 $ 225,000 $ 70,000 $ 0 27,900 $ 5,577
Vice President 2001 $ 200,000 $ 80,000 $ 0 21,000 $ 5,358
Sales

Patricia K. 2003 $ 225,000 $ 98,862 $ 51,973 25,200 $ 6,069
Whisler 2002 $ 210,000 $ 70,000 $ 0 27,900 $ 5,546
Vice President 2001 $ 200,000 $ 80,000 $ 0 25,200 $ 5,342
Women's
Merchandising

Brett P. 2003 $ 240,000 $ 98,862 $ 0 25,200 $ 12,334
Milkie 2002 $ 210,000 $ 70,000 $ 0 27,900 $ 11,462
Vice President 2001 $ 200,000 $ 80,000 $ 0 25,200 $ 11,680
Leasing
---------------------------------------------------------------------------------------------------

(1) These amounts include the Company's matching contribution into the
401(k) profit sharing plan for the plan years ended January 31, 2004,
2003 and 2002. The Company matched 50% of the employees' deferrals for
each fiscal 2003, 2002 and 2001, not exceeding 6% of gross earnings and
subject to dollar limits per Internal Revenue Code regulations. For
fiscal 2003, 2002 and 2001, these amounts also include the Company's
matching contribution into The Buckle, Inc. Deferred Compensation Plan,
covering certain executive officers. The Company matched 50% of certain
vice presidents' deferrals and 65% of the president's deferrals, not
exceeding 6% of gross earnings.
(2) The executive officers' bonuses for fiscal 2003 were calculated based
upon the Company's 2003 Management Incentive Plan, as approved at the
2003 Annual Meeting of Stockholders. The executive officers' bonuses for
fiscal 2002 were calculated based upon the Company's 2002 Management
Incentive Plan, as approved at the 2002 Annual Meeting of Stockholders,
and for

fiscal 2001 the bonuses were calculated based upon the Company's 1999
Management Incentive Plan, as approved at the 1999 Annual Meeting of
Stockholders. (See "Report of the Compensation Committee")

REPORT OF THE COMPENSATION COMMITTEE

The Company is engaged in a highly competitive industry, with fashion,
selection, quality, price, location, store environment and service being the
principal competitive factors. In order to succeed, the Company believes that it
must be able to attract and retain highly qualified executives. The Company
emphasizes the promotion of store managers and other management personnel from
within. The Company's compensation philosophy is that each member in a position
to make the Company grow should be rewarded more highly than other team members.
Historically, this compensation philosophy has been reflected in the Company's
policy of basing compensation of its key sales and merchandising employees
primarily on performance bonuses.

For fiscal 2003, the compensation program for executive officers,
including Mr. Nelson, who serves as President and Chief Executive Officer,
consisted of:
o salary;
o incentive cash bonus, based upon the actual performance of the Company;
o 401(k) plan, together with a supplemental non-qualified retirement
plan to provide officers with a benefit more comparable to that being
currently provided to other employees under the 401(k) plan;
o stock options; and
o performance based shares of restricted stock (see Proposal 5).
Stock options were paid and granted in accordance with the 2003 Management
Incentive Plan which was previously approved by the Shareholders.

Salary. Fiscal 2003 salaries for the executive officers were set in
January of 2003, and were increased over the salaries paid for fiscal 2002. The
salary amounts are reported in the Summary Compensation Table on page 10.

Cash Awards.
-----------

The 2003 Management Incentive Plan, which was approved by the
stockholders at the annual meeting in 2003, in addition to creating a Bonus Pool
as a Cash Incentive for executive officers, granted the Compensation Committee
discretion to grant year-end cash incentives for extraordinary events as may be
determined by the Compensation Committee. The Bonus Pool for fiscal 2003
included 8.5% of the increase in Same Store Sales (as defined in the Plan), 5%
of the increase in Gross Profit (as defined in the Plan) and 15% of the increase
in Pre-Bonus Net Income. The base year amounts under the Plan are the
immediately preceding fiscal year for Same Store Sales, and the prior three-year
rolling average for the Gross Profit and Pre-Bonus Net Income.

For fiscal 2003, the Company achieved the incentive goal in each of the
following three criteria: Comparable Store Sales, Gross Profit and Pre-Bonus Net
Income. The Bonus Pool, computed in accordance with the 2003 Management
Incentive Plan, was $1,163,078, which was allocated among the executive officers
as follows:

Dennis H. Nelson $465,231
James E. Shada $232,616
Brett Milkie $ 98,862
Patricia K. Whisler $ 98,862
Kari G. Smith $ 98,862

Stock Options.
- -------------

Options were granted pursuant to the 1997 Executive Stock Option Plan
as of the last day of the fiscal year preceding the Plan Year for which the
Options are granted. Options granted under the Plan vest according to the same
terms as the 1997 Management Incentive Plan. Those terms include a performance
feature whereby one-half of the Options granted will vest over three years if a
10% increase in Pre-Bonus Net Income is achieved, and the second one-half of the
Options granted vest over three years if a 30% increase in Pre-Bonus Net Income
is achieved. If the performance goals are not met the Options will ultimately
vest after nine years and eleven months. This Plan includes an "accelerator"
feature for the Options so that vesting may occur sooner than the three years or
nine years and eleven months, when and if the market price of the Company's
stock doubles from the fair market value of the stock at the date of the grant.
All Options also include a "reload" feature under this Plan.

Dennis H. Nelson 103,500
James E. Shada 51,750
Kari G. Smith 25,200
Patricia K. Whisler 25,200
Brett Milkie 25,200

The Company did not achieve either performance goal for fiscal 2003,
and thus all options granted to executive officers and others on February 1,
2003 will vest and become exercisable on January 2, 2013.

The Compensation Committee has considered the application of the
Internal Revenue Code which disallows a public company's deduction for top
executive's compensation in the excess of $1,000,000. The Committee intends that
all of the compensation payable to its executive officers be deductible for
income tax purposes.

This report was submitted by the Compensation Committee, which is
comprised of:

Bill L. Fairfield William D. Orr
Robert E. Campbell Ralph M. Tysdal
Bruce L. Hoberman David A. Roehr

REPORT OF THE AUDIT COMMITTEE

The audit committee currently consists of six members of the Board,
each of whom is independent of the Company and its management, as defined by the
New York Stock Exchange listing standards.

In March 2000, the Board adopted a charter for the audit committee, a
copy of which was attached as Appendix A to the Company's proxy statement for
the meeting held in 2001. The charter specifies the scope of the audit
committee's responsibilities and how it carries out those responsibilities. A
copy of the Audit Committee Charter is also available free of charge on the
Company's website, www.buckle.com, or upon written request to the Corporate
Secretary, The Buckle, Inc., 2407 West 24th St., Kearney, NE 68845.

The audit committee has reviewed and discussed the Company's January
31, 2004 audited financial statements with management and with Deloitte & Touche
LLP, the Company's independent public accountants. The audit committee also has
discussed with Deloitte & Touche LLP the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees), as
amended by Statement on Auditing Standards No. 90 (Audit Committee
Communications).

The audit committee also has received from Deloitte & Touche LLP the
written disclosures and the letter required by the Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees) and has
discussed with Deloitte & Touche LLP their independence from the Company. The
audit committee also has considered whether the provision of non-audit services
to the Company is compatible with the independence of Deloitte & Touche LLP.

Based on the review and discussion referred to above, the audit
committee recommended to the Board that the January 31, 2004 audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended January 31, 2004 to be filed with the Securities and Exchange Commission.

This report was submitted by the Audit Committee of the Board, which is
comprised of:

Bill L. Fairfield, Chairman
Robert E. Campbell
William D. Orr
Ralph M. Tysdal
Bruce L. Hoberman
David A. Roehr

Option Grants in Last Fiscal Year
- ---------------------------------

The following table provides information on option grants in fiscal 2003 to the
named executive officers.

---------------------------------------------------------------------------------------------
Grant Date
Individual Grants Value
---------------------------------------------------------------------------------------------
% of Total
Options/ Options/SARS Exercise Grant
SARS Granted to or Base Date
Granted Employees in Price Expiration Present
Name (#) (1) Fiscal year (2) ($Sh) Date Value (3)
---------------------------------------------------------------------------------------------

Dennis H. 103,500 20.36% $16.60 2/1/13 $ 1,266,840
Nelson

James E. 51,750 10.18% $16.60 2/1/13 $ 633,420
Shada

Kari G. 25,200 4.96% $16.60 2/1/13 $ 308,448
Smith

Patricia K. 25,200 4.96% $16.60 2/1/13 $ 308,448
Whisler

Brett P. 25,200 4.96% $16.60 2/1/13 $ 308,448
Milkie

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

(1) The shares granted February 1, 2003 at $16.60 become fully vested as
of January 2, 2013, or sooner if the fair market value of the
Company's common stock doubles from the grant price, at any time prior
to January 2, 2013.
(2) The Company granted options totaling 508,250 during fiscal 2003.
(3) As suggested by the Commission's rules on executive compensation
disclosure, the Company used the Black-Scholes model of option
valuation to determine grant date present value. The Company does not
advocate or necessarily agree that the Black-Scholes model can
properly determine the value of an option. The present value
calculations are based on a ten-year option term with an expected life
of seven years. Assumptions include: interest rate of 4.25%; annual
dividend yield of 0%; and volatility of 62%.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
- --------------------------------------------------------------------------

The following table provides information on option exercises in fiscal
2003 by the named executive officers and the value of such officers' unexercised
options at January 31, 2004.

- ---------------------------------------------------------------------------------------------------------------
Number of Value of
Unexercised Unexercised
Options In-the Money
Shares Value at FY-end Options at FY-end
Acquired on Realized ---------------------------- -----------------------------
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------

Dennis H.
Nelson 300,900 $4,716,590 523,800 630,900 $5,825,876 $3,055,028

James E.
Shada 0 $0 173,900 220,260 $1,220,827 $ 952,095

Kari G.
Smith 8,625 $134,411 60,360 138,300 $ 626,750 $ 683,970

Patricia K.
Whisler 15,300 $247,163 191,910 153,900 $2,953,850 $ 745,353

Brett P.
Milkie 4,050 $61,219 44,260 153,900 $ 233,183 $ 745,353
- ---------------------------------------------------------------------------------------------------------------

Employment Agreements
- ---------------------

The Company has no employment agreements under which any employee,
including the executive officers, is entitled to employment for any specific
period of time. Each fiscal year each executive officer signs an acknowledgment
which contains the anticipated compensation arrangement for the employee for the
current fiscal year, and acknowledges that the employee is an employee at will,
and that the terms of the employment arrangement can be changed by the Company
or terminated by either the Company or the officer at any time. Each executive
officer listed in the summary compensation table above receives a salary plus a
cash incentive, based on growth in key performance categories, and stock
options, as provided for in the 2003 Executive Compensation Plan. For fiscal
2003 the acknowledgments provided base salary for each of these executive
officers as follows: Dennis H. Nelson $740,000, James E. Shada $415,000, Kari G.
Smith $240,000, Patricia K. Whisler $225,000, and Brett P. Milkie $240,000. For
fiscal 2002 and 2001, the bonus amounts were paid according to the 2002
Executive Compensation Plan and the 1999 Management Incentive Plan,
respectively. (See "Report of the Compensation Committee.")

Bonuses are payable before April 15 of the year following the year to which they
related and are contingent upon the employee being employed by the Company on
the last day of the fiscal year for which the bonus was earned. For purposes of
computing bonuses for all executive officers identified in the summary
compensation table "profits" mean pre-tax and pre-bonus income, excluding income
on cash investments, and after deducting any bonus advances.

Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------

The total amount owed to the Company by the Hirschfeld Family Trust is
$855,000 ($600,000 principal plus $255,000 of accrued interest). The loans are
repayable with interest at the rate of 5 percent per annum and are represented
by Promissory Notes dated July 27, 1994, July 14, 1995 and July 16, 1996, and
are secured pursuant to and in accordance with the terms of a collateral
assignment dated July 27, 1994, pursuant to which Jeffrey L. Orr, as Trustee,
has assigned and conveyed to the Company, as security for the loan, all of the
Trust's right, title and interest in a certain life insurance policy owned by
the Trust and insuring the life of Daniel J. Hirschfeld. The 1996 loan completed
the planned periodic premium payments due on that insurance policy, thus
requiring no additional loans.

Total Return to Stockholders
(Assumes $100 investment on 1/29/99)

[GRAPHIC OMITTED]

Stock Price Performance Graph
- -----------------------------

The following Stock Price Performance Graph shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.

The graph below compares the cumulative total return on common shares of the
Company for the last five fiscal years with the cumulative total return on the
Russell 2000 Stock Index and a peer group of Retail Trade Stocks.

- -----------------------------------------------------------------------------------------------------------
Total Return Analysis
1/29/1999 1/31/2000 2/3/2001 2/2/2002 2/1/2003 2/1/2004
- -----------------------------------------------------------------------------------------------------------

The Buckle, Inc. $ 100.00 $ 58.65 $ 76.65 $ 98.63 $ 82.19 $ 128.56
- -----------------------------------------------------------------------------------------------------------
Peer Group $ 100.00 $ 102.26 $ 101.82 $ 81.31 $ 74.94 $ 103.53
- -----------------------------------------------------------------------------------------------------------
Russell 2000 $ 100.00 $ 116.16 $ 117.39 $ 116.15 $ 89.48 $ 139.63
- -----------------------------------------------------------------------------------------------------------

Source: CTA Public Relations www.ctapr.com (303) 665-4200. Data from BRIDGE
Information Systems, Inc.

Percentage of close as of January 31, 1998, Dividends reinvested for companies
where applicable

OTHER MATTERS

The Board of Directors knows of no other matters to be brought before
this Annual Meeting. However, if other matters should come before the meeting,
it is the intention of each person named in the proxy to vote such proxy in
accordance with his judgment on such matters, discretionary authority to so do
being included in each proxy.

PROPOSALS FOR 2004 ANNUAL MEETING

Although the date for the Annual Stockholders' meeting to be held in
2005 has not been set, the rules adopted by the Securities and Exchange
Commission require that this statement disclose the date by which shareholders
proposals must be received by the Company in order to be included in next year's
Proxy Statement. According to those rules, a shareholder's proposal should be
received by the Company at its office in Kearney, Nebraska on or before December
28, 2004.

By Order of the Board of Directors

Kyle L. Hanson
Secretary

Kearney, Nebraska
April 23, 2004

EXHIBIT A

THE BUCKLE, INC.

2004 EXECUTIVE INCENTIVE PLAN

1. PURPOSES

The purposes of The Buckle, Inc. 2004 Executive Incentive Plan are to
reward the Company's Executive Officers for increasing shareholder value by
creating a bonus program that assures (on average) that increases in executive
compensation will mirror increases in shareholder value.

2. DEFINITIONS

A. "Applicable Percentage Amounts" means 8.5% of the Increase in
Same Store Sales; 5.00% of the Increase in Gross Profits; and
15.0% of the Increase in Pre-Bonus Net Income.

B. "Base Year" means the immediately preceding fiscal year with
regard to Same Store Sales and the rolling average for the
immediately preceding three (3) fiscal years with regard to
Gross Profit and Pre-Bonus Net Income.

C. "Bonus Pool" means the amount calculated each Plan Year
comprised of the total of the Applicable Percentage Amounts
multiplied by the Pre-Bonus Net Income Factor.

D. "Cash Award" means any cash incentive payment made under the
Plan.

E. "Code" means the Internal Revenue Code of 1986, as amended.

F. "Committee" means the Compensation Committee of The Buckle,
Inc.'s Board of Directors, or such other committee designated
by that Board of Directors. The Committee shall be comprised
solely of directors who are outside directors under Section
162(m) of the Code.

G. "Company" means The Buckle, Inc.

H. "Executive Officers" means the officers of the Company and
designated as Executive Officers in the Company's annual
report on Form 10-K as filed with the Securities and Exchange
Commission.

I. "GAAP" means generally accepted accounting principles
consistently applied.

J. "Gross Profit" means gross sales less the cost of sales
(including buying, occupancy and distribution expenses)
determined in accordance with GAAP.

K. "Increase" means the amount by which the Company's Same Store
Sales, Gross Profit and Pre-Bonus Net Income in the current
Plan Year exceed the Base Year amounts for Same Store Sales,
Gross Profit and Pre-Bonus Net Income, respectively.

L. "Options" means non-qualified stock options granted pursuant
to the Company's 1997 Executive Stock Option Plan.

M. "Participant" means any individual to whom an Award is granted
under the Plan.

N. "Plan" means this Plan, which shall be known as The Buckle,
Inc. 2004 Executive Incentive Plan.

O. "Plan Year" means a fiscal year of the Company.

P. "Pre-Bonus Net Income" means the Company's net income from
operations after the deduction of all expenses, excluding
administrative and store manager percentage bonuses and
excluding income taxes, but including draws against such
bonuses. Net income from operations does not include earnings
on cash investments.

Q. "Pre-Bonus Net Income Factor" means the factor set forth below
with respect to Increase in Pre-Bonus Net Income.

Increase in Pre-Bonus
Pre-Bonus Net Income
Net Income Factor
---------- ------
<6% 1.00
6% to 7.999% 0.95
8% to 11.999% 0.90
12% to 14.999% 0.85
15% to 19.999% 0.80
20% to 24.999% 0.75
25% to 29.999% 0.70
>30% 0.64

R. "Same Store Sales" means gross sales from stores open at least
twelve (12) months, but excluding closed stores.

3. ADMINISTRATION

A. The Plan shall be administered by the Committee. The Committee
shall have the authority to:

(i) interpret and determine all questions of policy and
expediency pertaining to the Plan;

(ii) adopt such rules, regulations, agreements, and
instruments as it deems necessary for its proper
administration;

(iii) grant waivers of Plan or Award conditions (other than
Awards intended to qualify under Section 162(m) of
the Code);

(iv) accelerate the payment of Awards (but with respect to
Awards intended to qualify under Section 162(m) of
the Code, only as permitted under that Section);

(v) correct any defect, supply any omission, or reconcile
any inconsistency in the Plan, any Award or any Award
notice;

(vi) take any and all other actions it deems necessary or
advisable for the proper administration of the Plan;

(vii) adopt such Plan procedures, regulations, sub-plans
and the like as it deems are necessary to enable
Executive Officers to receive Awards; and

(viii) amend the Plan at any time and from time to time,
provided however than no amendment to the Plan shall
be effective unless approved by the Company's
stockholders, to the extent such stockholder approval
is required under Section 162(m) of the Code with
respect to Awards which are intended to qualify
under that Section.

4. ELIGIBILITY

All Executive Officers are eligible to become a Participant in the
Plan.

5. CASH AWARDS

A. Each Participant in the Plan shall receive a Cash Award
calculated to be equal to 100% of the Participant's share of
the Bonus Pool. The President's share of the Bonus Pool shall
be 42.0%, and the share of each other Participant in the Bonus
Pool shall be determined by the President prior to the first
day of each Plan Year.

B. Executives may be eligible for a discretionary year-end cash
incentive for extraordinary events, such as mergers or
acquisitions, as may be determined by the Compensation
Committee of the Board of Directors in its discretion.

C. No payment of a Cash Award for the year may be made to an
Executive until the Company's Same Store Sales, Gross Profit
and Pre-Bonus Net Income for the year are certified by the
Committee. A Participant shall not be entitled to receive
payment of an Award unless such Participant is still in the
employ of (and shall not have delivered notice of resignation
to) the Company on the last day of the fiscal year for which
the Cash Award is earned.

D. The Company shall withhold all applicable federal, state, local
and foreign taxes required by law to be paid or withheld
relating to the receipt or payment of any Cash Award.

6. OPTIONS

Options will be granted to Participants pursuant to the 1997 Executive
Stock Option Plan as of the last day of the fiscal year preceding the Plan Year
for which the Options are granted (adjusted for the 3-for-2 stock split effected
June 8, 1998). Options granted under the Plan will vest according to the same
terms as the 1997 Management Incentive Plan. Those terms include a performance
feature whereby one-half of the Options granted will vest over three years if a
10% increase in Pre-Bonus Net Income is achieved, and the second one-half of the
Options granted vest over three years if a 30% increase in Pre-Bonus Net Income
is achieved. If the performance goals are not met the Options will ultimately
vest after nine years and eleven months. This Plan will add an "accelerator"
feature for the Options so that vesting may occur sooner than the three or ten
years when and if the market price of the Company's stock doubles from the fair
market value of the stock at the date of the grant. All Options will also
include a "reload" feature under this Plan.

7. GENERAL

A. The Plan shall become effective as of February 1, 2004,
subject to stockholder approval of the Plan at the 2004 annual
meeting of the Company's stockholders. The Plan is a one-year
Plan for fiscal 2004.

B. Any rights of a Participant under the Plan shall not be
assignable by such Participant, by operation of law or
otherwise, except by will or the laws of descent and
distribution. No Participant may create a lien on any funds or
rights to which he or she may have an interest under the Plan,
or which is held by the Company for the account of the
Participant under the Plan.

C. Participation in the Plan shall not give any Key Employee any
right to remain in the employ of the Company. Further, the
adoption of the Plan shall not be deemed to give any Executive
Officer or other individual the right to be selected as a
Participant or to be granted an Award.

D. To the extent any person acquires a right to receive payments
from the Company under this Plan, such rights shall be no
greater that the rights of an unsecured creditor of the
Company.

E. The Plan shall be governed by and construed in accordance with
the laws of the State of Nebraska.

PROXY

THE BUCKLE, INC.
2407 West 24th Street, Kearney, Nebraska 68845
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Daniel J. Hirschfeld and Dennis H.
Nelson, or either of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them, or either of them, to represent and to
vote, as designated below, all the shares of common stock of The Buckle, Inc.
held of record by the undersigned on March 26, 2004 at the annual meeting of the
shareholders to be held on May 28, 2004, or any adjournment thereof.

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

1. ELECTION OF DIRECTORS [ ] FOR ALL NOMINEES LISTED [ ] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees listed.

D. Hirschfeld, D. Nelson, K. Rhoads, J. Shada, R. Campbell, W. Orr,
R. Tysdal, B. Fairfield, B. Hoberman; D. Roehr

(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
- --------------------------------------------------------------------------------

2. Proposal to ratify the selection of Deloitte & Touche LLP as independent
auditor for the Company for the fiscal year ending January 29, 2005.