8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 11, 2005

                             REX STORES CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                   001-09097               31-1095548
 (State or other jurisdiction   (Commission File No.)        (IRS Employer
      of incorporation)                                   Identification No.)

          2875 Needmore Road, Dayton, Ohio                    45414
         (Address of principal executive offices)           (Zip Code)

       Registrant's telephone number, including area code: (937) 276-3931

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

      [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







Item 1.01  Entry into a Material Definitive Agreement.

      On October 11, 2005, REX Stores Corporation (the "Company"), through its
wholly-owned subsidiary Rex Radio and Television, Inc., entered into an
employment agreement with David L. Bearden, the new President and Chief
Operating Officer of the Company. A brief description of the terms of the
employment agreement is contained in Item 5.02 below and is incorporated herein
by reference.

      On October 11, 2005, the Compensation Committee of the Board of Directors
of the Company approved a change in the compensation for directors who are not
officers or employees of the Company providing that an additional $20,000 per
year would be payable to each such director for each year the director waived
his right to the grant of stock options pursuant to the Company's 1999 Omnibus
Stock Incentive Plan. The non-employee directors have waived their right to the
grant of stock options under the Plan for fiscal 2005.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
          Appointment of Principal Officers.

      On October 12, 2005, the Company announced that David L. Bearden was
appointed President and Chief Operating Officer of the Company effective October
11, 2005. A copy of the Company's press release is attached as an exhibit to
this report.

      Mr. Bearden, 55, joins the Company from Panasonic Company, a leading
manufacturer of consumer electronics, household appliances and communication
products, where he held several senior management positions over 24 years.
Mr. Bearden served as Group President of Panasonic's Consumer Electronics Sales
Group from 2004 to 2005, President and Chief Operating Officer of Panasonic's
National Sales Group from 2002 to 2004, President/COO Panasonic Company Central
from 1997 to 2002, and Vice President/General Manager of Panasonic's Quasar
Division from 1988 to 1997.

      The Company, through its wholly-owned subsidiary Rex Radio and Television,
Inc., entered into an employment agreement with Mr. Bearden dated October 11,
2005. Under the employment agreement, Mr. Bearden will be paid an annual salary
of $200,000, a signing bonus of $65,000, and an annual cash bonus based upon
the earnings before income taxes ("EBT") of the retail business of the
Company starting at $10,000 for each $1 million of EBT up to $5 million and
increasing incrementally to $30,000 for each $1 million of EBT over $20 million.
Mr. Bearden is also entitled to an additional, one-time cash bonus of $1 million
if the retail business of the Company is sold during his employment ("change of
ownership award") or within one calendar year of termination of his employment
without cause (as defined in the agreement). Mr. Bearden is eligible to
participate in all employee benefit plans and will be furnished a Company owned
automobile for use during his employment.

      Mr. Bearden's employment agreement is for a term of two years and three
months through January 31, 2008 and is automatically renewed for additional
one-year terms unless earlier terminated by resignation, death, total disability
or termination for cause, or unless terminated by either party upon 90 days
notice prior to the expiration of the employment term or any renewal term.
Termination for "cause" means Mr. Bearden's repeated failure or refusal to
perform his duties under the agreement, violation of any material provision of
the agreement, clear and intentional violation of law involving a felony which
has a materially adverse effect on the Company, or commencing effective February
1, 2006 negative EBT for three consecutive fiscal quarters of the Company. If
Mr. Bearden's employment is terminated by the Company without cause, he is
entitled to the greater of the balance of his annual salary for the remainder of
the contract period or one-year's base salary. Mr. Bearden will forfeit any
rights to any annual cash


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bonus upon termination of his employment for any reason, with the exception of
the change of ownership award as provided above.

      The foregoing description is qualified in its entirety by reference to the
employment agreement which is filed as an exhibit to this report.

Item 9.01  Financial Statements and Exhibits.

      (c) Exhibits

      10(a)  Employment Agreement dated October 11, 2005 between Rex Radio
             and Television, Inc. and David L. Bearden

      99(a)  Press release dated October 12, 2005


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                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         REX STORES CORPORATION


Date: October 12, 2005                   By: /s/ DOUGLAS L. BRUGGEMAN
                                             ------------------------
                                             Name:  Douglas L. Bruggeman
                                             Title: Vice President-Finance,
                                                    Chief Financial Officer and
                                                    Treasurer


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EX-10

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the
11th day of October, 2005, between Rex Radio and Television, Inc., an Ohio
corporation (the "Corporation") and David L. Bearden (the "Employee").

                                    Recitals

              The Corporation desires to employ Employee as its President and
      Chief Operating Officer, and Employee desires to accept such employment,
      on the terms and conditions contained herein.

      NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:

                         ARTICLE I - DUTIES OF EMPLOYEE

      1.1     Duties of Employee. Employee shall be employed as President and
Chief Operating Officer of the Corporation, for the period set forth in Article
II below. Employee shall be subject to the supervision of the Chief Executive
Officer and the Board of Directors of the Corporation, and shall perform those
executive, operational and administrative duties normally performed by the
President and Chief Operating Officer of a corporation.

      1.2     Engaging in Other Employment. Employee shall devote his full
business time, energies, attention and abilities to the business of the
Corporation.

      1.3     Additional Duties. In addition to the foregoing duties, Employee
shall perform such other work as may be assigned to him from time to time
subject to the instructions, directions and control of the Chief Executive
Officer and the Board of Directors.

                         ARTICLE II - TERM OF EMPLOYMENT

      2.1     Term. The Corporation shall employ Employee commencing as of
October 11th, 2005, and continuing for a two (2) year and Three (3) month period
through January 31, 2008 (the "Employment Period") and any renewal period
provided for in Section 2.2 below unless earlier terminated by Employee's
(i) resignation, (ii) death, (iii) total disability, or (iv) termination of
employment, as provided in Article VI. "Total disability" shall mean such
disability as shall render Employee incapable of performing substantially all of
his duties for the Corporation as determined by any two qualified physicians
chosen by the Corporation.

      2.2     Renewal Term. The terms and conditions of this Agreement shall
automatically renew, without any further action by either party required, upon
the expiration of the Employment Period and any period of renewal for subsequent
one (1) year periods unless (i) notice of termination is provided to the other
party at least ninety (90) days prior to the expiration of the Employment Period
or any period of renewal or (ii) this Agreement is otherwise terminated pursuant
to Article VI.







                     ARTICLE III - COMPENSATION AND EXPENSES

      3.1     Compensation. Employee shall receive as compensation for services
rendered under this Agreement a base salary of Two Hundred Thousand Dollars
($200,000) per year, payable in equal monthly installments of Sixteen Thousand
Six Hundred Sixty-six and 66/100 Dollars ($16,666.66) per month on the last
working day of each month (or such more frequent dates as the Corporation may
choose), and prorated for any partial monthly period. Employee shall also
receive a signing bonus, of Sixty Five Thousand Dollars ($65,000) payable: (i)
Eight Thousand Dollars ($8,000) upon execution of this Agreement; and (ii) Fifty
Seven Thousand Dollars ($57,000) on or before January 15, 2006; the signing
bonus shall be deemed to include a moving expense reimbursement,

      3.2     Expenses. Employee is authorized to incur reasonable expenses in
connection with the performance of his duties for the Corporation, including
expenses for entertainment, travel, and similar business purposes. The
Corporation will reimburse Employee for all such expenses upon the presentation
of an itemized account of such expenditures and approval of the expenditures by
a designated officer. In incurring reasonable business expenses, Employee shall
conform to the policies of the Corporation as adopted by the Board of Directors
from time to time.

                   ARTICLE IV - EMPLOYEE BENEFITS AND BONUSES

      4.1     Employee Benefit Plans. Employee shall be entitled to participate
in any qualified pension plan, qualified profit-sharing/401k plan, medical and
dental reimbursement plan, group term life insurance plan, and any other
employee benefit plan which may be established by the Corporation, such
participation to be in accordance with the terms of any such plan.

      4.2     Automobile. Employee shall be furnished an automobile owned by the
Corporation for use during the Employment Period and any period of renewal.

      4.3     Bonus. In addition to Employee's salary as provided in Section
3.1, Employee shall be entitled to an annual cash bonus computed based upon the
earnings before income taxes ("EBT") of the retail business of REX Stores
Corporation and its subsidiaries ("REX") determined by the independent public
accountants then engaged by REX. EBT shall not include (i) any income from REX's
synthetic fuel or other alternative energy investments, (ii) any deduction for
Stuart A. Rose's bonus as Chief Executive Officer of the Corporation, (iii) any
expenses of REX relating to stock options, and (iv) any extraordinary expense
incurred by REX, including any restructuring and/or store closing expense.

              Employee's annual cash bonus shall be based upon EBT for each
fiscal year of REX during the Employment Period and any period of renewal, as
follows:

                 Amount of Cash Bonus for each $1 million of EBT
                 -----------------------------------------------
                   $10,000      Up to $5 million
                   $15,000      Over $5 million to $10 million


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                   $20,000      Over $10 million to $15 million
                   $25,000      Over $15 million to $20 million
                   $30,000      Over $20 million

              Employee shall be entitled to twenty-five percent (25%) of the
above annual bonus for the period of his employment in fiscal year 2005 through
January 31, 2006. Employee shall be entitled to a minimum bonus of $50,000
(Fifty Thousand Dollars) for the fiscal period ending January 31, 2007, so long
as there is positive EBT for the retail business of REX for such fiscal period,
as determined by Deloitte & Touche LLP.

              Employee shall also be entitled to an additional, one-time cash
bonus of One Million Dollars ($1,000,000) if the retail business of REX is sold
during the Employment Period or any period of renewal ("Change of Ownership
Award").

      4.4     Vacation. Employee shall be entitled to vacation during each
12-month period of the Employment Period or any period of renewal at full pay,
consistent with Company policy and as approved by the Chief Executive Officer;
provided, however, that no portion of a vacation not taken in any 12-month
period may be taken in any other 12-month period. The time for such vacation
shall be selected by Employee. Employee shall not be entitled to vacation pay in
lieu of vacation.

                  ARTICLE V - NONDISCLOSURE AND NONCOMPETITION

      5.1     Confidential Information. Employee agrees to keep secret and
confidential the Confidential Information (as defined below) and shall not use
or disclose such information, either during or after his employment with the
Corporation, for any purpose not authorized by the Corporation. Upon termination
of his employment with the Corporation, Employee shall leave with the
Corporation all records, including all copies thereof, containing any
Confidential Information, including, but not limited to, such documents as
memoranda, notes, records, reports, customer lists, manuals, drawings,
blueprints and maps. "Confidential Information" means information about the
Corporation and any of its affiliates which is disclosed to Employee or known by
him as a consequence of or through his work with or on behalf of the Corporation
or its affiliates (including information conceived, originated, discovered, or
developed by him) not generally known about the Corporation, including, but not
limited to, matters of a technical nature, such as "know-how," innovations,
research projects, methods, and matters of a business nature, such as
information about costs, profits, markets, sales, lists of customers, suppliers,
business processes, computer programs, accounting methods, information systems,
business or marketing, financial plans and reports and any other information of
a similar nature.

      5.2     Restrictions on Competition. During the term of this Agreement and
for a period of one (1) year after termination of Employee's employment with the
Corporation, for any reason, Employee shall not directly or indirectly, either
as an employee, employer, consultant, agent, principal, partner, stockholder,
corporate officer, director, or in any other individual or representative
capacity, engage or participate in any business that is in competition in any
manner whatsoever with the retail business of the Corporation or its affiliates
within one hundred (100) miles of any store operated by the Corporation or its
affiliates at the time of Employee's termination nor shall Employee


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be the owner or operator of a retail business similar to that of the Corporation
or its affiliates within one hundred (100) miles of any store operated by the
Corporation or its affiliates at the time of Employee's termination.

      5.3     Saving. In the event any provision of this Article V shall be held
invalid, illegal, or unenforceable, the remaining provisions shall in no way be
affected thereby, and shall continue in full force and effect. If, moreover, any
one or more of the provisions contained in this Article V shall for any reason
be held to be excessively broad as to time, duration, geographical scope,
activity or subject, it shall be construed, by limiting and reducing it, so as
to be enforceable to the extent compatible with the applicable law as it shall
then appear.

                            ARTICLE VI - TERMINATION

      6.1     Termination of Employment for Cause. The Corporation may at any
time terminate Employee's employment for cause. Such termination of employment
for cause shall not prejudice any other remedy to which the Corporation may be
entitled either at law, in equity, or under this Agreement. "Termination of
employment for cause" shall mean termination upon (i) Employee's repeated
failure or refusal to perform his duties hereunder faithfully, diligently,
competently and to the best of his ability for reasons other than serious
disability or other incapacity, (ii) Employee's violation of any material
provision of this Agreement, (iii) Employee's clear and intentional violation of
a state or federal law of which he is aware or should have been aware (a)
involves the commission of a felonious crime against the Corporation which has a
materially adverse effect upon the Corporation or (b) involves a felony other
than against the Corporation having a materially adverse effect upon the
Corporation, as determined in either case in the reasonable judgment of the
Board of Directors, or (iv) commencing effective February 1, 2006, negative EBT
for three (3) consecutive fiscal quarters of REX (computed as provided in
Section 4.3).

      6.2     Termination of Employment without Cause. In the event the
Corporation terminates Employee's employment other than for cause (as defined in
Section 6.1), the Corporation shall pay Employee, in full satisfaction and
complete discharge of all obligations and liabilities of the Corporation to
Employee under this Agreement or otherwise, the greater of: (i) the balance of
his compensation under Section 3.1 for the remainder of the contract period
based on the Employees current base salary; or (ii) one (1) year (12 months) of
base salary as set forth in Section 3.1.

      6.3     Effect of Termination on Compensation. In the event this Agreement
is terminated prior to the completion of the Employment Period or any period of
renewal for any reason by the Corporation other than without cause as provided
in Section 6.2, Employee shall be entitled to the compensation earned by him
prior to the date of termination ,as provided for in this Agreement, computed
pro rata up to and including that date. Employee shall be entitled to no further
compensation as of the date of termination.

      6.4     Effect of Termination on Bonus Plans. In the event of the
termination of this Agreement prior to the completion of the Employment Period
or any period of renewal for any


                                        4







reason whatsoever, Employee shall automatically and completely forfeit any
rights which he may have under any bonus plan established by the Corporation,
including the bonuses provided in Section 4.3. If the retail business of REX is
subsequently sold within one (1) calendar year of Employee's termination of
employment, so long as such termination is not for cause as set forth in Section
6.1 hereof, Employee shall be entitled to the Change of Ownership Award as set
forth in Section 4.3 hereof.

                         ARTICLE VII - WAIVER OF BREACH

      7.1     Effect of Waiver. Waiver by the Corporation of any condition, or
of the breach of Employee of any term or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances shall not be
deemed to be or construed as a further or continuing waiver of any such
condition or to be a waiver either of any other condition or of the breach of
any other term or covenant of this Agreement. The failure of the Corporation at
any time or times to require performance of any provision hereof shall in no
manner affect its rights at a later time to require the same.

                          ARTICLE VIII - MISCELLANEOUS

      8.1     Notices. All notices and other communications by any party hereto
shall be made in writing to the other party and shall be deemed to have been
duly given when mailed by United States certified mail, with postage prepaid,
addressed as the parties hereto may designate from time to time in writing.

      8.2     Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the employment of Employee by the Corporation, and contains all of the
covenants and agreements between the parties with respect to such employment in
any manner whatsoever.

      8.3     Assignability. Neither this Agreement, nor any duties or
obligations hereunder shall be assignable by Employee without the prior written
consent of the Board of Directors of the Corporation.

      8.4     Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.

      8.5     Captions. The captions in this Agreement are inserted for
convenience only and shall not be considered part of or affect the construction
or interpretation of any provision of this Agreement.

      8.6     Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Ohio.


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              IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first set forth above.


                                   REX RADIO AND TELEVISION, INC.


                                   By: /s/ Stuart Rose
                                       -----------------------------------
                                       Stuart Rose, Chief Executive Officer


                                   EMPLOYEE:

                                   /s/ David L. Bearden
                                   ----------------------------------------
                                   David L. Bearden


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EX-99

                             [REX STORES LOGO]


NEWS ANNOUNCEMENT                           FOR IMMEDIATE RELEASE

For further information contact:

Douglas Bruggeman                           Stewart A. Lewack, Joseph N. Jaffoni
Chief Financial Officer                     Jaffoni & Collins Incorporated
937/276-3931                                212/835-8500 or rsc@jcir.com


                        REX STORES NAMES DAVID L. BEARDEN
                      PRESIDENT AND CHIEF OPERATING OFFICER

  - FORMER PRESIDENT AND CHIEF OPERATING OFFICER OF PANASONIC'S NATIONAL SALES
    GROUP BRINGS MORE THAN TWENTY FOUR YEARS OF EXPERIENCE TO NEW ROLE AT REX
    STORES -

Dayton, Ohio (October 12, 2005) -- REX Stores Corporation (NYSE:RSC), a
specialty retailer of consumer electronic products and appliances, announced
today that, effective October 11, 2005, it has named David L. Bearden, 55,
President and Chief Operating Officer.

Mr. Bearden brings over 24 years of diverse consumer electronics industry
experience to his new role at REX. As President and COO, Mr. Bearden will have
involvement in all facets of REX Stores' retail operations including buying,
inventory management and merchandising strategy, and store development, among
other focus areas.

During the course of his career, David L. Bearden has held several senior
management positions at Panasonic Company, one of the world's largest
manufacturers of consumer electronic products. From 2002 to 2004 Bearden was
President and Chief Operating Officer of Panasonic's National Sales Group and
most recently served as Group President of Panasonic's Consumer Electronics
Sales Group. In these capacities he had full responsibility for Panasonic's $4.2
billion consumer product businesses, which markets its product through mass
merchant, specialty retail, office supply and Internet sales channels. His
responsibilities also included sales, marketing and channel development, credit
and supply chain management for the U.S. market.


                                     -more-







REX STORES, 10/12/05                                               page 2


Commenting on the appointment, Stuart Rose, Chairman and Chief Executive
Officer, stated, "David brings a broad range of management skills, experience
and extensive industry knowledge to his role at REX Stores. His success with one
of the industry's largest consumer electronics companies is an excellent match
for REX, and we believe that David will contribute significantly to our retail
operations. In addition, David's appointment will allow me to devote additional
time to pursue new investment opportunities for REX in the energy sector. In the
seven years since our first synthetic fuel investment, REX has derived
significant financial benefits from this area, enabling the Company to reduce
long-term debt, repurchase shares and strengthen our balance sheet."

David Bearden commented on his appointment, "As a former supplier to REX, I have
been impressed with the Company's role in the markets it serves and its
efficiency as an operator. I am very pleased to join Stuart Rose and his team at
this point in the Company's development and look forward to an exciting future
with REX."

David Bearden holds a Masters of Business Administration degree in marketing
from DePaul University and earned a BSBA in Industrial Management from Roosevelt
University.

REX Stores Corporation is a leading specialty retailer of consumer electronic
products and appliances. As of July 31, 2005, the Company operated 228 stores in
37 states under the trade name "REX."

This news announcement contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements can be
identified by use of forward-looking terminology such as "may," "expect,"
"believe," "estimate," "anticipate" or "continue" or the negative thereof or
other variations thereon or comparable terminology. Readers are cautioned that
there are risks and uncertainties that could cause actual events or results to
differ materially from those referred to in such forward-looking statements.
These risks and uncertainties include among other things: the highly competitive
nature of the consumer electronics retailing industry, changes in the national
or regional economies, weather, the effects of terrorism or acts of war on
consumer spending patterns, the availability of certain products, technological
changes, new regulatory restrictions or tax law changes relating to the
Company's synthetic fuel investments, the fluctuating amount of quarterly
payments received by the Company with respect to sales of its partnership
interest in a synthetic fuel investment, and the uncertain amount of synthetic
fuel production and tax credits received from time to time from the Company's
synthetic fuel investments.

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