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                                                                 EXHIBIT 10.12
                                 LOAN AGREEMENT

         This LOAN AGREEMENT ("Agreement") is made as of the 31st day of MAY ,
1999 , between FIRST NATIONAL BANK AND TRUST CO. OF KEARNEY ("Lender") and THE
BUCKLE, INC. ("Borrower," whether one or more; unless expressly indicated
otherwise, all references to Borrower shall be both individually and
collectively if Borrower is more than one person and/or entity).

                                   I. THE LOAN

      1.1 LOAN. Lender shall lend Borrower the sum of $5,000,000.00 (the
"Loan"), as evidenced by the following note(s) PROGRAMMED LENDING NOTE OF EVEN
DATE IN THE AMOUNT OF $5,000,000.00 (the "Note," whether one or more), and
pursuant to the terms of a loan commitment letter dated , 199 ("Commitment
Letter"). The Loan shall be governed by the terms of this Agreement, the
Commitment Letter, the Note and the other "Loan Documents" (as defined in the
Note), all of which are incorporated herein by reference. The terms and
conditions of this Agreement, the Commitment Letter, the Note and the other Loan
Documents shall be considered cumulative and not exclusive or alternative.
      1.2 PROGRAMMED LENDING. With respect to that portion of the Loan, if any,
that is represented by one or more programmed lending notes, Lender at
Borrower's request will advance funds under and in accordance with the terms of
each such note from time to time as long as the outstanding principal balance
does not exceed the maximum principal amount of the note. The actual principal
balance outstanding at any one time may be increased or decreased from time to
time as a result of advances by Lender and payments by Borrower, and a payment
by the Borrower during the term of a programmed lending note of the entire
principal balance of such note shall not operate as a discharge of Borrower
under the note.
      1.3 ADVANCES. All Loan advances may be made to Borrower's regular checking
account number 326-406 . A check or other charge presented against this account
in excess of the account balance may be treated by Lender as a request for a
Loan advance, and payment by Lender of any such check may at its option
constitute a Loan advance under this Agreement. Advances, if made pursuant to
the payment of a check or other charge, shall be debited to the Loan balance and
credited to the checking account balance, and unless otherwise agreed by Lender
shall be in multiples of $1,000 or an amount equal to the unused portion of the
maximum credit available if less than $1,000.

                       II. CONDITIONS OF LENDING/ADVANCES
         The obligation of Lender to make the Loan and any advances under the
Note(or any of them if more than one) is subject to the following conditions
precedent: (a) Borrower is not in default under any provisions of this
Agreement, the Commitment Letter, any Note or any other Loan Documents; (b) all
warranties and representations of Borrower under this Agreement, the Commitment
Letter, the Note and the other Loan Documents are true as of the date of the
requested advance; (c) no litigation or other legal proceeding is pending or
threatened against Borrower that has not been disclosed to Lender in writing
before the date of the Loan or advance; (d) there is no material adverse change
in the financial condition or earning power of Borrower or any guarantor of the
Loan, or material decrease in the value of any security for the Loan; and (e)
there is no change in any law or regulation that makes it unlawful for Lender to
make the Loan or advances under the Note (or any of them if more than one) or to
give effect to Lender's obligations as contemplated hereby. Further, Lender may
require appropriate documentation as to the reason for a requested advance
before making an advance.

                                  III. SECURITY
      3.1 LOAN DOCUMENTS. All advances and readvances made pursuant to the Note
(or any of them if more than one) and this Agreement shall be secured by all
security agreements, mortgages, deed(s) of trust and other security documents
set forth in the Note and included within the term "Loan Documents" therein.
Such security shall secure all existing and future indebtedness owed by Borrower
to Lender.
      3.2 FURTHER ASSURANCES. Borrower agrees to execute and deliver such
security agreements, financing statements, and other such documents as Lender
will require for perfection of security interests, liens, and other security
described above, as Lender may reasonably request at any time from time to time
in form satisfactory to Lender.



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                                  IV. COVENANTS

         Until payment of all sums owing under this Agreement, the Commitment
         Letter, the Note and the other Loan Documents Borrower shall: 4.1
         FINANCIAL INFORMATION. Furnish to Lender with reasonable promptness the
         following financial information:

      4.2 LEGAL PROCEEDINGS. Notify Lender in writing of any material legal act
ion or proceeding commenced against Borrower.
      4.3 ENVIRONMENTAL LAWS. Keep its property and operations in compliance
with all applicable laws, ordinances and regulations relating to industrial
hygiene or environmental protection (collectively, "Environmental Laws"); allow
Lender to enter Borrower's property to conduct any and all inspections and
testing that Lender reasonably deems necessary or desirable to determine whether
Borrower is in compliance with Environmental Laws; notify Lender of any spill,
release or discovery of any substance deemed to be hazardous or toxic under any
Environmental Laws (collectively, "Hazardous Materials") on, onto or from any of
Borrower's properties; notify Lender of any order, request, notice or other form
of written or oral communication from any governmental agency relating to any
violation or potential violation of any Environmental Laws in connection with
any of Borrower's properties; and indemnify and hold harmless Lender, its
directors, employees and agents, and any successors to Lender's interest, from
and against any and all claims, damages, losses and liabilities arising in
connection with the presence, use, disposal or transport of any Hazardous
Materials on, under, from or about Borrower's property. NOTWITHSTANDING ANYTHING
CONTAINED IN THIS AGREEMENT TO THE CONTRARY, THE PROVISIONS OF THIS PARAGRAPH
4.3, INCLUDING WITHOUT LIMITATION BORROWER'S OBLIGATION PURSUANT TO THE
FOREGOING INDEMNITY, SHALL SURVIVE PAYMENT OF THE LOAN.
      4.4 MAINTAIN ENTITY. If Borrower is or includes a corporation or
partnership, maintain its existence as a duly organized corporation and/or
partnership and promptly notify Lender of any change in its articles of
incorporation and/or partnership agreement.

                        V. WARRANTIES AND REPRESENTATIONS

      Borrower warrants and represents to Lender as follows:
      5.1 FINANCIAL STATEMENTS. All financial statements relating to Borrower
provided to Lender fairly reflect the financial condition of Borrower as of the
dates of such statements, and there has been no material adverse change in the
financial condition of Borrower since the dates thereof.
      5.2 PROCEEDINGS. No proceedings exist or are threatened against Borrower
that will substantially and adversely affect Borrower's condition, financial or
otherwise.


               VI. OTHER COVENANTS, WARRANTIES AND REPRESENTATIONS
In addition to the above covenants, warranties and representations, Borrower
covenants, warrants and represents to Lender as follows:



                             VII. EVENTS OF DEFAULT

      In addition to anything contained in the Commitment Letter, the Note and
the other Loan Documents, the occurrence of any of the following shall
constitute an Event of Default by Borrower:
      7.1 FAILURE OF PAYMENT. Failure to pay in full all principal and interest
under the Note (or any of them if more than one) when due.
      7.2 FALSE WARRANTIES OR REPRESENTATIONS. Any of the warranties or
representations in sections V and VI hereof being or becoming materially false,
or any information contained in any schedule, statement, report, notice or other
writing furnished by or on behalf of Borrower to Lender pursuant to this
Agreement, or otherwise in connection with the Loan, being materially false.
      7.3 BREACH OF COVENANT. A breach or failure in performance of any covenant
set forth in sections IV and VI hereof.
      7.4 OTHER BREACH. A breach or failure in the performance of any other
provision of the Agreement, not specified above, which shall have continued for
a period of thirty (30) days after Lender has given notice of such breach or
failure; or a breach or failure in the performance of any term,
covenant, warranty, representation or other agreement contained in the
Commitment Letter, any Note or any other Loan Documents, after giving effect to
any express notice requirement and/or curative period set forth therein.




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      7.5 OTHER INDEBTEDNESS. Any default in the payment or performance of any
indebtedness, liability or obligation of Borrower (or any one or more of them if
more than one) to Lender, not specified above, whether now existing or hereafter
arising.

                                 VIII. REMEDIES
      The occurrence of any Event of Default shall constitute a default under
the Note and the other Loan Documents, and Lender shall have all rights and
remedies available under this Agreement, the Commitment Letter, the Note, the
other Loan Documents and applicable law, including without limitation the right
to declare the entire balance of the Note immediately due and payable, and all
such rights and remedies shall be cumulative. No delay or omission of Lender in
exercising any of its rights or remedies shall operate as a waiver of such right
or remedy or any other right or remedy of Lender, and a waiver on any occasion
shall not constitute a waiver of such right or remedy on any future occasion.

                                IX. MISCELLANEOUS

      9.1   GOVERNING LAW. This Agreement and the Loan shall be governed by the
            laws of the State of Nebraska.
      9.2   SURVIVAL OF REPRESENTATIONS. All covenants, warranties and
            representations made in writing by Borrower in connection herewith
            shall survive the execution and delivery of this Agreement, the
            Commitment Letter, the Note and the other Loan Documents.
      9.3   BINDING EFFECT. All agreements, covenants, warranties and
            representations in this Agreement shall bind and inure to the
            benefit of the respective successors and assigns of the parties
            hereto.
      9.4   ASSIGNMENT. Borrower may not assign this Agreement, the Commitment
            Letter, the Note (or any of them if more than one) or any other Loan
            Documents without the express written consent of Lender, which shall
            be exercised at Lender's sole discretion.
      9.5   RENEWALS; EXTENSIONS. The provisions of this Agreement shall apply
            to any renewal or extension of the Loan, except as modified or
            amended in writing by the parties hereto at the time of such renewal
            or extension.
      9.6   JOINT AND SEVERAL LIABILITY. If Borrower consists of more than one
            person and/or entity, the obligations, liabilities, covenants,
            agreements, warranties and representations contained in or arising
            from this Agreement are joint and several as to each such person
            and/or entity.
      9.7   LIMITATION OF LIABILITY. LENDER SHALL NOT BE LIABLE FOR ANY CLAIMS,
            DEMANDS, LOSSES OR DAMAGES MADE, CLAIMED OR SUFFERED BY ANY PARTY TO
            THIS AGREEMENT.
      9.8   ENTIRE AGREEMENT. This Agreement, the Note and the other Loan
            Documents contain the entire agreement of the parties, and cannot be
            modified or altered unless reduced to writing and consented to by
            all the undersigned parties.

                                  FIRST NATIONAL BANK AND TRUST CO. OF KEARNEY
                                  --------------------------------------------
                                                             Name and Lender

Date:    5-31-99                           BY:  LARRY L. JEPSON
       ----------------------                   ---------------

                                           Title:  CHAIRMAN AND CEO
                                                   ----------------

                                                    THE BUCKLE, INC
                                           ------------------------------------
                                                       Borrower

Date:    5-31-99                           BY;      DENNIS H. NELSON, PRESIDENT
       ----------------------              ------------------------------------
                                                       Borrower
Date:
       ----------------------              ------------------------------------
                                                       Borrower

STATE OF                     )
          --------------------
                             ) ss.
COUNTY OF                    )
          --------------------

      The foregoing Agreement was acknowledged before me this             day
of,             . by

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                                            -----------------------------------
                                                        Notary Public



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