UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

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

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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 Section 240.14a-12

The Buckle, Inc.
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(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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filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

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0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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THE BUCKLE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 31, 2001

To Our Stockholders:

The Annual Meeting of Stockholders of The Buckle, Inc. will be held at the
Ockinga Center on the University of Nebraska-Kearney campus, Kearney, Nebraska,
on Thursday, May 31, 2001 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, 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 February 2, 2002.
3. To approve an amendment to the 1997 Executive Stock Option Plan.
4. 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, 2001, 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,

/s/ Kyle L. Hanson
- -----------------------------------
Kyle L. Hanson, Secretary

April 26, 2001

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 31, 2001

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 31, 2001, 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 27, 2001.

VOTING INFORMATION

As of March 26, 2001, the Company has outstanding 20,518,647 shares of
Common Stock. Each share of Common Stock is entitled to one vote. Only holders
of Common Stock of record on March 26, 2001 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, 2001, the Common Stock was held of record by 438
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, 2001. 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
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Sole Voting and Shared Voting and Right to
Investment Power Investment Power (1) Acquire (2) Percent
---------------- -------------------- ----------- -------

Daniel J. Hirschfeld 13,350,000 0 0 66.06%
Dennis H. Nelson 193,458 33,266 1,603,300 8.13%
Karen B. Rhoads 13,612 446 187,635 *
Bill L. Fairfield 0 0 3,150 *
Robert E. Campbell 2,500 0 4,350 *
William D. Orr 1,500 0 4,350 *
Ralph M. Tysdal 5,000 0 4,350 *
Bruce L. Hoberman 0 0 75 *
David A. Roehr 0 0 75 *
All executive officers and
directors as a group (11) 13,707,748 46,458 1,981,178 69.94%

* Less than 1%
(1) These amounts include shares owned within participants' 401(k) accounts for
which the voting power is held by The Chicago Trust Co. Share amounts
include Dennis H. Nelson with 1,466 and all executive officers as a group
with 8,970.
(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 31, 2001 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 nine directors are to be
elected.

The Board of Directors recommends the election of the nine 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 59. 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 51. 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 42. 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.

ROBERT E. CAMPBELL, AGE 58. 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 66. 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. Mr. Orr also is a member
of the Board of Directors of Woodmen, and had worked for Woodmen since 1960.

RALPH M. TYSDAL, AGE 63. Mr. Tysdal has served as a Director of the
Company since July 1, 1991. Mr. Tysdal owns and operates McDonald's restaurants
in Broken Bow, North Platte and Ogallala, Nebraska. He began his McDonald's
ownership in 1978.

BILL L. FAIRFIELD, AGE 54. 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 new company focused on economic development
of the Mid-Plains region through management services and venture capital
assistance. 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 54. Mr. Hoberman has served as a Director of the
Company since June 2, 2000. He is currently a member of the MSI Board of
Directors and is working as an independent consultant. 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 44. Mr. Roehr has served as a Director of the
Company since September 18, 2000. Mr. Roehr is Vice President of Cabela's, Inc.,
the world's foremost outfitter of hunting, fishing, camping and outdoor gear,
headquartered in Sidney, Nebraska. He has been employed by Cabela's since 1994.
Mr. Roehr also serves as President or Vice President of various other Cabela's
entities. 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.

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

During fiscal 2000, six meetings of the Board of Directors, nine
meetings of the Executive Committee, four meetings of the Compensation Committee
and two 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 and Ralph M. Tysdal.

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, and the 1999 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 2000, 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, beginning in fiscal 2001. 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 2000 have been complied with on a timely basis.

PROPOSAL 2

RATIFICATION OF INDEPENDENT ACCOUNTANTS

Subject to stockholder ratification, the Board of Directors 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
2001. Deloitte & Touche LLP has served as the independent auditors of the
Company since December, 1990.

Management recommends that stockholders vote "FOR" such ratification.
Unless contrary instructions are given, the proxies solicited by management 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 Fees
- ----------

The aggregate fees billed by Deloitte & Touche LLP, the member firms of
Deloitte Touche Tohmatsu, and their respective affiliates (collective,
"Deloitte") for professional services rendered for the audit of the Company's
annual financial statements for the fiscal year ended February 3, 2001 and for
the reviews of the financial statements included in the Company's Quarterly
Reports on Form 10-Q for the fiscal year were $59,675.

Financial Information Systems Design and Implementation Fees
- ------------------------------------------------------------

The aggregate fees billed by Deloitte for professional services
rendered for information technology services relating to financial information
systems design and implementation for the fiscal year ended February 3, 2001
were $0.

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

The aggregate fees billed by Deloitte for services rendered to the
Company, other than the services described above under "Audit Fees" and
"Financial Information Systems Design and Implementation Fees," for the fiscal
year ended February 3, 2001 were $15,820.

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 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 1,875,000 shares of Common Stock to 2,375,000
shares of Common Stock.

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 1,875,000 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.

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 1,875,000 shares are
reserved for issuance upon the exercise of options. As of February 4, 2001,
options covering 1,843,200 shares were outstanding and only 31,800 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 500,000 shares of Common Stock be added to the Plan's reserve.

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 3, THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THE AMENDMENT TO THE 1997 EXECUTIVE 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 and its subsidiaries, 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 30, 1999, January 29, 2000 and February 3, 2001:

SUMMARY COMPENSATION TABLE
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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. 2000 $650,000 $ 617,500 $ 0 103,500 $ 57,470
Nelson 1999 $575,000 $ 776,250 $ 77,619 103,500 $ 86,130
President 1998 $500,000 $ 1,598,300 $ 479,490 108,000 $ 10,000
and CEO

Scott M. 2000 $375,000 $ 356,250 $ 0 58,500 $ 26,923
Porter 1999 $325,000 $ 438,750 $ 43,863 58,500 $ 39,824
Vice President 1998 $250,000 $ 908,125 $ 272,438 60,360 $ 10,000
Men's Mdsg

James E. 2000 $189,231 $ 179,769 $ 0 15,690 $ 18,313
Shada 1999 $310,000 $ 418,500 $ 41,834 34,650 $ 34,117
Vice President 1998 $225,000 $ 820,945 $ 246,284 36,510 $ 10,000
Sales

Gary L. 2000 $270,000 $ 256,500 $ 0 34,650 $ 17,577
Lalone 1999 $235,000 $ 317,250 $ 31,711 34,650 $ 29,205
Vice President 1998 $200,000 $ 726,500 $ 217,950 36,510 $ 10,000
Sales

Brett P. 2000 $184,000 $ 101,200 $ 0 25,200 $ 11,772
Milkie 1999 $167,000 $ 120,240 $ 12,014 25,200 $ 13,594
Vice President 1998 $150,000 $ 268,805 $ 80,642 27,060 $ 10,000
Leasing
-------------------------------------------------------------------------------------------------------

(1)These amounts include the Company's matching contribution into the
401(k) profit sharing plan for the plan years ended January 31, 2001,
2000 and 1999. The Company matched 50% of the employees' deferrals for
fiscal 2000 and 1999 and 100% of the employees' deferrals for fiscal
1998, not exceeding 6% of gross earnings and subject to dollar limits
per Internal Revenue Code regulations. For fiscal 2000 and 1999, these
amounts also include the Company's matching contribution into The
Buckle, Inc. Deferred Compensation Plan, covering executive officers.

The Company matched 50% of the vice presidents' deferrals and 65% of the
president's deferrals, not exceeding 6% of gross earnings.
(2)The executive officers' bonuses for fiscal 2000 and fiscal 1999 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") The executive officers' bonuses for fiscal 1998
were calculated based upon the Company's 1998 Management Incentive Plan,
as approved at the 1998 Annual Meeting of Stockholders.

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 team 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.

Compensation of the executive officers, including Mr. Nelson, who
serves as President and Chief Executive Officer, is based in large part on the
Company's profits (as defined) and therefore is closely tied to the performance
of the Company. For fiscal 2000, the compensation program for executive officers
consisted of:

o salary;
o annual cash bonus;
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 restricted stock; and
o stock options.

Cash bonuses, restricted stock and stock options were paid and granted in
accordance with the 1999 Management Incentive Plan which was previously approved
by the Shareholders.

SALARY. Salaries for fiscal 2000 for the executive officers were set in
January of 2000, and were increased over the salaries paid for fiscal 1999. The
salary amounts are reported in the Summary Compensation Table on page 8.

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

Each Participant in the Plan received a Cash Award calculated as a
multiple of the Participant's Base Salary, in accordance with the 1999
Management Incentive Plan which was approved by the Stockholders of the Company
in 1999 and which Plan is a three year plan, including fiscal 2000. The
incentive multiple is phased-in over the life of the Plan and is based upon the
Company's growth in Pre-Bonus Net Income over the previous year. The multiple is
different for Level I and Level II Executives. The multiples are as follows:

Multiple of Base Salary
-----------------------
LEVEL I LEVEL II

Change in Pre-Bonus Net 2000 2001 2000 2001
- ----------------------- ---- ---- ---- ----
Income
- ------
>30% decrease 0.00 0.00 0.00 0.00
30% decrease 0.00 0.00 0.00 0.00
20% decrease 0.65 0.00 0.45 0.00
10% decrease 0.95 0.70 0.55 0.40
No Change 1.25 1.10 0.70 0.65
>10% increase 1.60 1.50 0.95 0.85
>20% increase 2.00 1.80 1.15 1.075
>30% increase 2.50 2.30 1.35 1.251
>40% increase 2.90 2.70 1.60 1.50
>50% increase 3.30 3.20 1.85 1.75

Messrs. Nelson, Porter, Shada and Lalone were designated Level I Executives;
all other Participants have been designated Level II.

Restricted Stock.
- ----------------

The Plan allows for shares of restricted Stock to be granted based upon
a percentage of the Cash Award and the fair market value of the Company's stock
on date of certification by the Compensation Committee of the amount of the Cash
Award. Restricted Stock grants are based upon the following:

Change in Pre-Bonus Net Income Level I Executives Level II Executives
- ------------------------------ ------------------ -------------------

Any decrease None none

No Change 10% 10%

10% increase 15% 10%

20% increase 20% 15%

30% increase and up 30% 20%

Restricted Stock granted pursuant to this Plan will vest 20% per year over five
years. Disposal of any vested shares of Restricted Stock will be prohibited for
five years, subject to waiver in the event of death or disability. The effect on
income of all Restricted Stock grants will be included in the calculation of
Pre-Bonus Net Income. No shares of restricted stock were granted for the fiscal
year ended February 3, 2001 based upon the above criteria.

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 ten years. This Plan added 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.

Dennis H. Nelson 103,500
Scott M. Porter 58,500
James E. Shada 15,690
Gary L. Lalone 34,650
Brett P. Milkie 25,200

The Company did not achieve either performance goal for fiscal 2000,
and thus all options granted to executive officers and others on January 28,
2000, will vest and become exercisable on December 28, 2009.

The Compensation Committee has considered the application of the
provision 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. The Committee believes that compensation
payable pursuant to the 2000 Management Incentive Plan achieves this objective
under current tax law.

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 four 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 is attached as Appendix A to this proxy statement. The charter
specifies the scope of the audit committee's responsibilities and how it carries
out those responsibilities.

The audit committee has reviewed and discussed the Company's February
3, 2001 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 February 3, 2001 audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended February 3, 2001 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

Option Grants in Last Fiscal Year

The following table provides information on option grants in fiscal 2000 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 20.67% $16.375 1/28/10 $ 1,270,980
Nelson

Scott M. 58,500 11.68% $16.375 1/28/10 $ 718,380
Porter

James E. 15,690 3.13% $16.375 1/28/10 $ 192,673
Shada

Gary L. 34,650 6.92% $16.375 1/28/10 $ 425,502
Lalone

Brett 25,200 5.03% $16.375 1/28/10 $ 309,456
Milkie

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

(1) The shares granted January 28, 2000 at $16.375 become fully vested as
of December 28, 2009, or sooner if the fair market value of the
Company's common stock doubles from the grant price, at any time prior
to December 28, 2009.
(2) The Company granted options totaling 500,675 during fiscal 2000.
(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 six years. Assumptions include: interest rate of 6%; annual
dividend yield of 0%; and volatility of 60%.

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

The following table provides information on option exercises in fiscal
2000 by the named executive officers and the value of such officers' unexercised
options at February 3, 2001.

- ------------------------------------------------------------------------------------------------------------------
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 0 $0 1,602,550 461,250 $22,379,739 $427,973

Scott M.
Porter 121,687 $492,230 197,895 304,965 $ 1,554,380 $241,898

James E.
Shada 22,563 $72,292 68,045 165,875 $358,987 $64,713

Gary L.
Lalone 0 $0 60,608 201,915 $275,908 $143,278

Brett P.
Milkie 0 $0 43,845 88,065 $201,322 $104,202
- ------------------------------------------------------------------------------------------------------------------

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 pre-tax and pre-bonus income, restricted stock and stock
options, as proposed in the 1999 Executive Compensation Plan. For fiscal 2000
the acknowledgments provided base salary for each of these executive officers as
follows: Dennis H. Nelson $650,000, Scott M. Porter $375,000, James E. Shada
$189,231, Gary L. Lalone $270,000, and Brett P. Milkie $184,000. For fiscal 2001
and 2000, the bonus amounts will be payable according to the 1999 Management
Incentive Plan. (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
$735,000 ($600,000 principal plus $135,000 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.

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 TO STOCKHOLDERS
(ASSUMES $100 INVESTMENT ON 1/31/96)

[PERFORMANCE GRAPH]

- --------------------------------------------------------------------------------------------------
Total Return Analysis
1/31/96 1/31/97 1/30/98 1/29/99 1/31/00 2/3/01
- --------------------------------------------------------------------------------------------------

The Buckle, $ 100.00 $ 145.75 $ 350.32 $ 419.39 $ 245.95 $ 321.50
Inc.
- --------------------------------------------------------------------------------------------------
Peer Group $ 100.00 $ 126.72 $ 249.34 $ 575.70 $ 588.71 $ 586.18

- --------------------------------------------------------------------------------------------------
Russell 2000 $ 100.00 $ 117.15 $ 136.37 $ 135.46 $ 157.34 $ 159.01

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

Source: Carl Thompson Associates www.ctaonline.com (800) 959-9677. Data from
BRIDGE Information Systems, Inc.

Note: Braun's Fashions Corp., a member of the peer group, changed its name to
Christopher & Banks Corp.

Percentage of close as of January 31, 1996, 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 2002 ANNUAL MEETING

Although the date for the Annual Stockholders' meeting to be held in
2002 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, 2001.

By Order of the Board of Directors

/s/ Kyle L. Hanson
- -------------------------------------------
Kyle L. Hanson
Secretary

Kearney, Nebraska
April 26, 2001

EXHIBIT A
AUDIT COMMITTEE CHARTER

This charter shall be reviewed, updated and approved annually by the Board of
Directors.

Role and Independence
- ---------------------

The Audit Committee of the Board of Directors assists the Board in fulfilling
its responsibility for oversight of the quality and integrity of the accounting,
auditing and reporting practices of the Company and other such duties as
directed by the Board. The membership of the committee shall consist of at least
three directors who are generally knowledgeable in financial and auditing
matters, including at least one member with accounting or related financial
management expertise. Each member shall be free of any relationship that, in the
opinion of the Board, would interfere with his or her individual exercise of
independent judgement, and shall meet the director independence requirements for
serving on Audit Committees as set forth in the corporate governance standards
of the New York Stock Exchange. The Committee is expected to maintain free and
open communication (including private executive sessions at least annually) with
the independent accountants, the internal auditors and the management of the
Company. In discharging this oversight role, the Committee is empowered to
investigate any matter brought to its attention, with full power to retain
outside counsel or other experts for this purpose.

The Board of Directors shall appoint one member of the Audit Committee as
Chairperson. He or she shall be responsible for leadership of the Committee,
including preparing the agenda, presiding over the meetings, making committee
assignments and reporting to the Board of Directors. The Chairperson will also
maintain regular liaison with the CEO, CFO, the lead independent audit partner
and the director of internal audit.

Responsibilities
- ----------------

The Audit Committee's primary responsibilities include:

o Recommending to the Board the independent accountant to be selected or
retained to audit the financial statements of the Company. In so doing, the
Committee will request from the auditor a written affirmation that the
auditor is in fact independent, discuss with the auditor any relationships
that may impact the auditor's independence, and recommend to the Board any
actions necessary to oversee the auditor's independence.

o Overseeing the independent auditor relationship by discussing with
the auditor the nature and rigor of the audit process, receiving
and reviewing audit reports, and providing the auditor full access
to the Committee (and the Board) to report on any and all
appropriate matters.
o Providing guidance and oversight to the internal audit activities
of the Company including reviewing the organization, plans and
results of such activity.

o Reviewing the audited financial statements and discussing them with
management and the independent auditor. These discussions shall include
consideration of the quality of the Company's accounting principles as
applied in its financial reporting, including review of estimates, reserves
and accruals, review of judgmental areas, review of audit adjustments
whether or not recorded and such other inquiries as may be appropriate.
Based on the review, the Committee shall make its recommendation to the
Board as to the inclusion of the Company's audited financial statements in
the Company's annual report on Form 10-K.

o Reviewing with management and the independent auditor the quarterly
financial information prior to the Company's filing of Form 10-Q. This
review may be performed by the Committee or its Chairperson.

o Discussing with management, the internal auditors and the external auditors
the quality and adequacy of the Company's internal controls.

o Discussing with management the status of pending litigation, taxation
matters and other areas of oversight to the legal and compliance area as
may be appropriate.

o Reporting Audit Committee activities to the full Board and issuing annually
a report to be included in the proxy statement (including appropriate
oversight conclusions) for submission to the shareholders.

THE BUCKLE, INC.
PROXY 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, 2001 at the annual meeting of the
shareholders to be held on May 31, 2001, 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, 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 February 2, 2002.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

3. Proposal to approve an amendment to the 1997 Executive Stock Option Plan.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE DIRECTORS NAMED IN THE PROXY STATEMENT AND FOR PROPOSALS
2 AND 3.

DATED: , 2001
----------------------------------

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

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

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

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