2

                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C.  20549


                              FORM 10-Q

      [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 29,       Commission File No.  1-
2000                                                             10892

                                  OR

      [    ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934



                        HAROLD'S STORES, INC.
        (Exact name of registrant as specified in its charter)



        Oklahoma                                     73-1308796
    (State or other                                (IRS Employer
    jurisdiction of                             Identification No.)
    incorporation or
     organization)

765 Asp Norman, Oklahoma                           (405)329-4045
         73069                                (Registrant's telephone
 (Address of  principal                               number,
   executive offices)                           including area code)
       (Zip Code)

Indicate  by  check  mark whether the registrant  (1)  has  filed  all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act  of  1934 during the preceding 12 months  (or  for  such
shorter period that the registrant was required to file such reports),
and  (2) has been subject to such filing requirements for the past  90
days.

               Yes   [X]                      No   [   ]

Indicate  the  number of shares outstanding of each  of  the  issuer's
classes of common stock, as of the latest practicable date.

As  of  May  31, 2000, the registrant had 6,075,182 shares  of  Common
Stock outstanding.


                  Harold's Stores, Inc. & Subsidiaries
                                Index to
                      Quarterly Report on Form 10-Q
                   For the Period Ended April 29, 2000


Part I - FINANCIAL INFORMATION                                         Page

Item 1. Financial Statements

        Consolidated Balance Sheets - April 29, 2000 (unaudited) and
        January 29, 2000                                                 3

        Consolidated Statements of Earnings -
            Thirteen Weeks ended April 29, 2000 (unaudited) and May 1,
            1999 (unaudited)                                             5

        Consolidated Statements of Cash Flows -
            Thirteen Weeks ended April 29, 2000 (unaudited) and May 1,
            1999 (unaudited)                                             6

        Notes to Interim Consolidated Financial Statements               7

        Report of Independent Public Accountants                         8

Item 2. Management's Discussion and Analysis of Financial Condition and  9
        Results of Operations

Part II - OTHER INFORMATION

Item 1. Legal Proceedings                                               11

Item 5. Other Information                                               11

Item 6. Exhibits and Reports on Form 8-K                                12

        Signatures                                                      14


       HAROLD'S STORES, INC. AND SUBSIDIARIES
             CONSOLIDATED BALANCE SHEETS
                       ASSETS
                   (In Thousands)

                                     April 29,    January 29,
                                       2000          2000
                                    (Unaudited)

Current assets:

Cash and cash equivalents           $   746         $   721
Trade accounts receivable, less
allowance for doubtful accounts
of $200 in April and January          7,171           6,413
Note and other receivables              725           2,247
Merchandise inventories              34,035          37,357
Prepaid expenses                      2,757           2,514
Prepaid income tax                      570           1,368
Deferred income taxes                 1,582           1,582

Total current assets                 47,586          52,202

Property and equipment, at cost      34,911          33,983
Less accumulated depreciation
and amortization                    (13,507)        (12,665)

Net property and equipment           21,404          21,318

Deferred income taxes, non-
current                                 232             232
Goodwill (net)                        3,510               -
Other assets                            122             127

Total assets                        $72,854         $73,879




       HAROLD'S STORES, INC. AND SUBSIDIARIES
            CONSOLIDATED BALANCE SHEETS
        LIABILITIES AND STOCKHOLDERS' EQUITY
          (In Thousands Except Share Data)

                                     April 29,     January 29,
                                       2000           2000
                                    (Unaudited)

Current liabilities:

Accounts payable                      $ 4,854         $ 6,329
Redeemable gift certificates              619             966
Accrued bonuses and payroll
expenses                                1,570           1,294
Accrued rent expense                      612             529
Current maturities of long-term
debt                                    1,624             630

Total current liabilities               9,279           9,748

Long-term debt, net of current
maturities                             26,463          27,063


Stockholders' equity:

Preferred stock of $.01 par value
 Authorized 1,000,000 shares;
 none issued                                -               -
Common stock of $.01 par value
 Authorized 25,000,000 shares;
   issued and outstanding
   6,075,182 in April and
   January                                 60              60
Additional paid-in capital             34,170          34,170
Retained earnings                       2,882           2,838

Total stockholders' equity             37,112          37,068

Total liabilities and
stockholders' equity                  $72,854         $73,879



      HAROLD'S STORES, INC. AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF EARNINGS
       (In Thousands Except Per Share Data)


                                       13 Weeks Ended
                                    April 29,      May 1,
                                       2000         1999
                                         (Unaudited)

Sales                                $34,323      $35,300

Costs and expenses:
Costs of goods sold (including
occupancy, central buying
expenses and product
development interest,
exclusive of items shown
separately below)                     23,343       23,220

Selling, general and
administrative expenses                9,365        9,830

Depreciation and amortization          1,109        1,149

Interest expense                         432          216

                                      34,249       34,415

Earnings before income taxes              74          885

Provision for income taxes                30          354

Net earnings                         $    44      $   531

Net earnings per common share:
Basic and diluted                    $  0.01      $  0.09

Weighted average number of
common shares - basic                  6,075        6,074



        HAROLD'S STORES, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOWS
                    (In Thousands)

                                         13 Weeks Ended
                                     April 29,        May 1,
                                        2000           1999
                                           (Unaudited)

Cash flows from operating
activities:
Net earnings                        $     44        $   531
Adjustments to reconcile net
earnings to net cash provided by
(used in) operating activities:
Depreciation and amortization          1,109          1,149
Loss (gain) on sale of assets             26             (4)
Changes in assets and
liabilities:
Increase in trade and other
accounts receivable                     (656)          (831)
Decrease (increase) in
merchandise inventories                3,322           (905)
Decrease (increase) in prepaid
expenses                                (141)           268
Decrease in prepaid income tax           798              -
Decrease in other assets                   5            241
(Decrease) increase in accounts
payable                               (1,475)            35
(Decrease) increase in accrued
expenses                                  12           (415)
Increase in income taxes payable           -            256

Net cash provided by operating
activities                             3,044            325

Cash flows from investing
activities:
Acquisition of property and
equipment                               (932)        (1,579)
Proceeds from disposal of
property and equipment                    66              7
Payments received for notes
receivable                                35             84

Net cash used in investing
activities                              (831)        (1,488)

Cash flows from financing
activities:
Payments on long-term debt              (412)          (137)
Advances on revolving line of
credit                                10,758         12,175
Payments on revolving line of
credit                               (12,534)        (9,353)

Net cash provided by (used in)
financing activities                  (2,188)         2,685

Increase in cash                          25          1,522
Cash and cash equivalents at
beginning of period                      721            450
Cash and cash equivalents at end
of period                           $    746       $  1,972

Non-cash investing and financing
activities:
Debt issued to purchase stock of
CMT                                    2,545              -
Capital lease obligation assumed
in acquisition of CMT                     37              -


                 HAROLD'S STORES, INC. AND SUBSIDIARIES
           NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                     April 29, 2000 and  May 1, 1999
                               (Unaudited)

1.   Unaudited Interim Periods

      In the opinion of the Company's management, all adjustments (all of
which  are  normal and recurring) have been made which are  necessary  to
fairly  state the financial position of the Company as of April 29,  2000
and  the  results of its operations and cash flows for the  thirteen-week
periods  ended April 29, 2000 and May 1, 1999.  The results of operations
for  the  thirteen-week periods ended April 29, 2000 and May 1, 1999  are
not  necessarily  indicative of the results of  operations  that  may  be
achieved for the entire fiscal year.

2.   Definition of Fiscal Year

      The Company has a 52-53 week fiscal year which ends on the Saturday
closest to January 31.  The period from January 30, 2000 through February
3, 2001, has been designated as fiscal 2001.

3.   Derivatives

     From time to time the Company utilizes forward exchange contracts to
secure firm pricing related to purchase commitments to be denominated  in
foreign currencies.  The Company's objective in managing its exposure  to
foreign  currency exchange rate fluctuations is to reduce the  impact  of
adverse  fluctuations in earnings and cash flows associated with  foreign
currency  exchange  rate  changes.  The Company  regularly  monitors  its
foreign  exchange  exposures to ensure the overall effectiveness  of  its
foreign currency hedge positions.  Unrealized gains or losses related  to
hedges of firm commitments are deferred and included in the basis of  the
transaction when completed.

4.   Acquisition

          On February 18, 2000, the Company entered into a stock purchase
agreement  pursuant to which the Company purchased all of the issued  and
outstanding  shares  of  CMT  Enterprises,  Inc.  ("CMT"),  a  New   York
corporation.   CMT  is a company exclusively devoted to  product  design,
development and sourcing of the Company's clothing.  The Company issued a
promissory note to Franklin I. Bober, the sole shareholder of CMT, in the
amount of $2.54 million, payable with interest at a monthly rate of .466%
in  thirty (30) monthly installments, and assumed long-term debt of  CMT,
payable  to the Company, in the amount of $1.385 million.  The  net  book
value  of  CMT assets received by the Company is approximately  $400,000,
and  to  the extent that the net book value of such assets is  less  than
$400,000, the amount of the promissory note shall be reduced on a dollar-
for-dollar  basis.   In addition, the Company entered into  a  consulting
agreement with PrimaTech Corporation, an entity wholly owned by  Franklin
I.  Bober, which will provide consulting services to the Company for  two
years at a fee of $405,000 per year, plus potential incentive payments.

                REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors and Stockholders of
Harold's Stores, Inc.:

We  have reviewed the accompanying consolidated balance sheet of Harold's
Stores,  Inc. (an Oklahoma corporation) and its subsidiaries as of  April
29,  2000, and the related consolidated statements of earnings  and  cash
flows  for the three-month period then ended.  These financial statements
are the responsibility of the Company's management.

We  conducted our review in accordance with standards established by  the
American Institute of Certified Public Accountants.  A review of  interim
financial   information  consists  principally  of  applying   analytical
procedures  to financial data and making inquiries of persons responsible
for  financial and accounting matters.  It is substantially less in scope
than  an  audit conducted in accordance with auditing standards generally
accepted  in the United States, the objective of which is the  expression
of  an  opinion  regarding the financial statements  taken  as  a  whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications  that
should be made to the financial statements referred to above for them  to
be  in  conformity with accounting principles generally accepted  in  the
United States.



                                   ARTHUR ANDERSEN LLP



Oklahoma City, Oklahoma
    June 7, 2000
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

       From  time  to  time,  the  Company  may  publish  forward-looking
statements  relating  to certain matters including anticipated  financial
performance, business prospects, the future opening of stores,  inventory
levels,  anticipated  capital  expenditures,  and  other  matters.    All
statements  other  than statements of historical fact contained  in  this
Form  10-Q  or  in  any  other report of the Company are  forward-looking
statements.   The  Private  Securities  Litigation  Reform  Act  of  1995
provides  a  safe  harbor for forward-looking statements.   In  order  to
comply  with  the  terms of that safe harbor, the Company  notes  that  a
variety  of  factors, individually or in the aggregate, could  cause  the
Company's  actual  results and experience to differ materially  from  the
anticipated  results  or other expectations expressed  in  the  Company's
forward-looking statements including, without limitation, the  following:
consumer  spending trends and habits; competition in the retail  clothing
segment; weather conditions in the Company's operating regions; laws  and
government   regulations;  general  business  and  economic   conditions;
availability  of capital; success of operating initiatives and  marketing
and  promotional  efforts;  and  changes  in  accounting  policies.    In
addition, the Company disclaims any intent or obligation to update  those
forward-looking statements.

Results of Operations

      The  following  table  sets forth for the  periods  indicated,  the
percentage  of net sales represented by items in the Company's  statement
of earnings.

                                   52          13         13
                                 Weeks       Weeks      Weeks
                                 Ended       Ended      Ended
                               January 29,  April 29,   May 1,
                                  2000        2000       1999

Sales                             100.0%      100.0%    100.0%

Costs of goods sold               (69.8)      (68.0)    (65.8)

Selling, general and
administrative expenses           (29.1)      (27.3)    (27.8)

Depreciation and amortization      (3.3)       (3.2)     (3.3)

Interest expense                   (0.8)       (1.3)     (0.6)

Earnings (loss) before income
taxes                              (3.0)        0.2       2.5

(Provision) benefit for
income taxes                        1.2        (1.0)     (1.0)

Net earnings (loss)                (1.8)%       0.1%      1.5%


     The following table reflects the sources of the increases in Company
sales for the periods indicated.

                                  13 Weeks Ended
                               April 29,       May 1,
                                 2000           1999

Sales (000's)                    34,323        35,300

Total sales growth                 (2.8)%         5.2%
Change in comparable store
sales (52 week basis)              (9.8)%         2.4%

Store locations:
Existing stores                      51            44
Stores closed                         -            (1)
New stores opened                     1             3
Total stores at end of period        52            46

      The  Company opened one new location, Dawsonville, Georgia,  during
the  thirteen weeks ended April 29, 2000 compared to the opening of three
new locations in the comparable period of the prior year.  The decline in
total  sales  growth  and  comparable store  sales  growth  is  primarily
attributable  to  disappointing spring ladies' business,  in  large  part
driven by the Company's offerings in the dress and formal business attire
categories.   The  Company  was encouraged by sales  on  certain  ladies'
apparel  items reflecting interpretations of current trends.  A challenge
now  being  addressed  is  continuing to  provide  current  styles  while
maintaining  traditional, conservative looks for  the  more  professional
occasions.

     The Company's gross margin was 32.0% for the first quarter of fiscal
2001,  as compared to 34.2% in the same period of last year.  The decline
is primarily attributable to increased markdowns as a result of the sales
declines  experienced.  In addition, the occupancy costs did not leverage
as planned due to the sales shortfall during the period.

      Selling, general and administrative expenses (including advertising
and  catalog  production  costs)  as a percent  of  sales  decreased  0.5
percentage  points  from the first quarter of fiscal 2000  to  the  first
quarter of fiscal 2001.  The decrease can generally be attributed  to  an
emphasis on expense controls, combined with reductions of advertising and
catalog  expenditures.  In addition, the Company incurred  greater  store
opening costs in first quarter of last year as compared to this year  due
to three stores being opened in the first quarter of fiscal 2000 compared
to one new store in the first quarter of fiscal 2001.

      The  average balance of total outstanding debt was $30,418,000  for
the  quarter ended April 29, 2000 compared to $18,019,000 for  the  first
quarter  of  fiscal  2000.  This increase in  average  balances  resulted
principally  from  borrowing  associated with  capital  expenditures  and
inventories  related to new store openings as well as the acquisition  of
CMT Enterprises, Inc. on February 18, 2000.  Also, average interest rates
on  the  Company's line of credit were slightly higher  for  the  quarter
ended April 29, 2000 compared to first quarter of the prior fiscal year.

Capital Expenditures, Capital Resources and Liquidity

      Cash Flows From Operating Activities.  For the thirteen weeks ended
April  29, 2000, net cash provided by operating activities was $3,044,000
as  compared to net cash provided by operating activities of $325,000 for
the same period of fiscal 2000.  The increase can be primarily attributed
to a decrease of $3,322,000 in the Company's inventories for the thirteen
weeks ended April 29, 2000 as compared to an increase of $905,000 for the
same period of fiscal 2000.  The significant decrease in inventory levels
for  the quarter ended April 29, 2000 is attributable to a focused effort
to  edit  assortments and reduce inventory.  The increase for  the  prior
year  is  primarily due to the opening of three new stores in  the  first
quarter  of  fiscal 2000.  Management expects the dollar amounts  of  the
Company's merchandise inventories to increase slightly with the expansion
of  its  chain of retail stores with related increases in trade  accounts
receivable  and accounts payable.  Also, period to period differences  in
timing of inventory purchases and deliveries will affect comparability of
cash flows from operating activities.

      Cash  Flows From Investing Activities. For the thirteen weeks ended
April  29,  2000, net cash used in investing activities totaled  $831,000
compared to net cash used in investing activities of $1,488,000  for  the
same  period in fiscal 2000.  Capital expenditures were invested  in  new
stores, and remodeling and equipment expenditures in existing operations.
The  primary reason for the decrease in cash used in investing activities
is  that  the  Company opened three new stores in the  first  quarter  of
fiscal  2000  compared to one new store in the first  quarter  of  fiscal
2001.

      Cash  Flows  From Financing Activities.  During the thirteen  weeks
ended  April  29,  2000, the Company made periodic borrowings  under  its
revolving  long-term  line of credit to finance its inventory  purchases,
product   development  and  private  label  programs,  store   expansion,
remodeling  and equipment purchases.  For the thirteen weeks ended  April
29,  2000,  net  cash  used  in financing activities  totaled  $2,188,000
compared  to net cash provided by financing activities of $2,685,000  for
the  same  period in fiscal 2000.  The increase in cash used in financing
activities  is  mainly  attributable to decreased store  expansion  which
enabled the Company to pay down more of its revolving line of credit than
it  utilized during the quarter.  Another notable use of cash during  the
quarter  was  the  Company's  installment payments  related  to  the  CMT
acquisition.

      The Company has available a long-term line of credit with its bank.
This  line had an average balance of $24,249,000 and $14,075,000 for  the
thirteen  weeks  ended  April  29, 2000 and May  1,  1999,  respectively.
During the thirteen weeks ended April 29, 2000, this line of credit had a
high  balance  of $25,763,000 and a high balance of $15,820,000  for  the
thirteen  weeks ended May 1, 1999.  The balance outstanding on April  29,
2000 was $21,619,000 compared to $15,694,000 on May 1, 1999.

     Liquidity.   The  Company  considers the following  as  measures  of
liquidity and capital resources as of the dates indicated:

                           January 29,    April 29,    May 1,
                              2000          2000        1999

Working capital (000's)       $42,454      $38,307     $36,122
Current ratio                  5.36:1       5.13:1      5.58:1
Ratio of working capital        .57:1        .53:1       .54:1
to total assets
Ratio of total debt to          .75:1        .76:1       .49:1
stockholders' equity


      The  Company's  primary  needs for liquidity  are  to  finance  its
inventories  and revolving charge accounts and to invest in  new  stores,
remodeling,  fixtures  and  equipment.  Cash  flow  from  operations  and
proceeds from credit facilities represent the Company's principal sources
of  liquidity.  Management anticipates these sources of liquidity  to  be
sufficient in the foreseeable future.

     As  the Company's growth continues, cash flow may require additional
borrowed  funds  that  may  cause an increase in  interest  expense.   In
addition,  rising interest rates could have a similar impact on  interest
expense.  However, the Company is committed to reducing its average  debt
levels  in  the  coming  fiscal  year through  a  number  of  initiatives
including  the reduction of inventory levels through improved editing  of
assortments  and  better flow of goods; lowering of capital  expenditures
due to slower expansion; and improving the Company's profitability.

Seasonality

      The Company's business is subject to seasonal influences, with  the
major  portion of sales realized during the fall season (third and fourth
quarters)  of  each  fiscal year, which includes the  back-to-school  and
Holiday selling seasons.  In light of this pattern, selling, general  and
administrative  expenses are typically higher as a  percentage  of  sales
during the spring season (first and second quarters) of each fiscal year.

Inflation

      Inflation affects the costs incurred by the Company in its purchase
of  merchandise  and  in certain components of its selling,  general  and
administrative expenses.  The Company attempts to offset the  effects  of
inflation  through price increases and control of expenses, although  the
Company's ability to increase prices is limited by competitive factors in
its  markets.   Inflation has had no meaningful effect on  the  Company's
operations.

Impact of Year 2000

     The  year 2000 problem concerns the inability of information systems
to  recognize  properly  and  process date-sensitive  information  beyond
December  31,  1999.   At the time of this filing, the  Company  had  not
experienced any year 2000 problems with any of its financial or operating
systems  or  with  any of its suppliers.  The Company  will  continue  to
monitor  these  systems,  but  it does not  anticipate  any  problems  or
significant expenditures in the future.


                                 PART II

ITEM 1.        LEGAL PROCEEDINGS

      The  Company  is  from time to time involved in routine  litigation
incidental to the conduct of its business.  As of this date, the  Company
is  not  a  party to, nor is any of its property subject to, any material
pending legal proceedings.

ITEM 5.        OTHER INFORMATION

      The  following  unaudited pro forma financial information  presents
total  sales,  net  earnings and net earnings per  common  share  of  the
Company  after giving effect to the acquisition of CMT Enterprises,  Inc.
The  unaudited  pro  forma financial information for the  thirteen  weeks
ended  April  29,  2000  gives effect to the acquisition  as  if  it  had
occurred  at  January  30,  2000.   The  unaudited  pro  forma  financial
information for the thirteen weeks ended May 1, 1999 gives effect to  the
acquisition as if it had occurred at January 31, 1999.

      The  following  unaudited pro forma information has  been  prepared
from, and should be read in conjunction with, the historical consolidated
financial  statements and related notes thereto of the  Company  and  CMT
Enterprises,   Inc.   The  following  information  is   not   necessarily
indicative of the financial position or operating results that would have
occurred  had  the transaction been consummated on the date,  or  at  the
beginning of the periods, for which the transaction is being given effect
nor is it necessarily indicative of future operating results or financial
position.

            HAROLD'S STORES, INC.
   UNAUDITED PRO FORMA FINANCIAL STATEMENTS

                                 13 Weeks Ended
                              April 29,     May 1,
                                2000         1999

Sales                         $34,323      $35,353
Net earnings                       44          814
Net earnings per common
share:
Basic and diluted               $0.01        $0.13

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:  The following exhibit is filed as part of this Form 10-Q:

          No.  Description

          10.1  Fifth  Amendment to the Third Amended and  Restated
                Credit  Agreement dated February 18,  2000  between
                Registrant and Bank of America, N.A.

          27.1  Financial Data Schedule

      (b)   Reports on Form 8-K:  A Form 8-K/A was filed on May 2,  2000,
with  the  Securities  and  Exchange  Commission  ("SEC")  regarding  the
Registrant's  acquisition  of  CMT Enterprises,  Inc.   This  Form  8-K/A
amended  a  Form 8-K filed on March 3, 2000, with the SEC to include  pro
forma  financial  statements required by Regulation S-K and  the  audited
financial statements of CMT Enterprises, Inc.

                            INDEX TO EXHIBITS

           No.  Description

           10.1  Fifth  Amendment to the Third Amended and Restated
                 Credit  Agreement dated February 18, 2000  between
                 Registrant and Bank of America, N.A.

           27.1  Financial Data Schedule


                                SIGNATURE

     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.



                          HAROLD'S STORES, INC.

                        By:  /s/ H. Rainey Powell
                            H. Rainey Powell
                   President, Chief Operating Officer

                         By: /s/ Jodi L. Taylor
                             Jodi L. Taylor
                         Chief Financial Officer


Date: June 13, 2000
                                                             EXHIBIT 10.1



                    FIFTH AMENDMENT TO THIRD AMENDED
                      AND RESTATED CREDIT AGREEMENT

     THIS FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is made effective February 18, 2000, by and between
HAROLD'S STORES, INC., an Oklahoma corporation ("Borrower"), and BANK OF
AMERICA, N.A., a national banking association, formerly NationsBank, N.A.
("Lender").

                          W I T N E S S E T H:

     WHEREAS, Borrower and Lender have entered into a Third Amended and
Restated Credit Agreement dated November 10, 1997, as amended by a First
Amendment to Third Amended and Restated Credit Agreement dated effective
June 30, 1998, a Second Amendment to Third Amended and Restated Credit
Agreement dated effective August 31, 1998, a Third Amendment to Third
Amended and Restated Credit Agreement dated effective June 30, 1999, and
a Fourth Amendment to Third Amended and Restated Credit Agreement dated
effective November 24, 1999 (collectively the "Agreement"); and

     WHEREAS, under the Agreement and the Loan Documents (as defined
therein), the Borrower has collaterally assigned to the Lender its
interests in a certain loan made by the Borrower to CMT Enterprises, Inc.
("CMT") together with related collateral for such loan, all of which are
defined in the Agreement as the "CMT Loan Assignments", "CMT Loan" and
the "CMT Loan Documents", respectively; and

     WHEREAS, the Borrower now desires to acquire all of the outstanding
stock of CMT (the "Acquisition") from CMT's shareholder, Franklin I.
Bober ("Bober") resulting in CMT becoming a wholly owned subsidiary of
Borrower; and

     WHEREAS, as a result of the aforedescribed Acquisition, CMT shall
continue to fully and completely obligated for payment of the CMT Loan to
the Borrower and such loan shall continue to be subject to the liens and
security interests of the Borrower as evidenced by the CMT Loan
Documents; and

     WHEREAS, the collateral assignments in favor of the Lender of the
CMT Loan and the CMT Loan Documents and the obligations of CMT will
continue to be effective subsequent to the Acquisition, subject to the
terms and conditions of this Amendment; and

     WHEREAS, as conditions precedent to the Acquisition, the Borrower
has requested the Lender release certain collateral interests in the CMT
Loan and CMT Loan Documents under the CMT Loan Assignments and waive
certain covenants in the Agreement which may be violated as a result of
the Acquisition, all of which are more fully described herein; and

     WHEREAS, Lender is willing to release such interests and waive such
covenants as described above upon the terms and conditions set forth in
this Amendment conditional upon the Borrower providing certain additional
collateral to the Lender as hereafter described.

     NOW THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:

     1.   Partial Releases.  Conditional upon the consummation of the
Acquisition and effective as of that date, Lender hereby releases and
discharges from the CMT Loan Assignments those CMT Loan Documents
identified in Section 2.4.4.1 (iii), (iv), (v), (vi), (vii), (ix), (x)
and (xi) of the Agreement and in Paragraphs C, D, E, F, G, I, J, K and O
of the Collateral Assignment and Security Agreement.  Lender agrees to
execute and deliver such additional release documents in recordable form
as may be necessary to effectuate the proper release of said items in any
public filing office.  All other CMT Loan Assignments with respect to all
other CMT Loan Documents and the CMT Loan shall remain in full force and
effect and continue to be binding upon the respective parties thereto.

     2.   Waivers.  Lender hereby waives any and all defaults, breaches
or violations resulting from the Acquisition in connection with Sections
8.2, 8.3, 8.4, 8.6, 8.9 and 8.12 of the Agreement.  The waivers hereby
granted are given solely in connection with the Acquisition and shall not
be construed to apply to any other or subsequent defaults, breaches or
violations of the Agreement.

     3.   Additional Collateral.  In consideration for the releases and
waivers described above, Borrower shall grant a security interest to the
Lender in all of Borrower's right, title and interest in and to all of
the outstanding capital stock of CMT pursuant to a Security Agreement
dated even date herewith and other security documents all in form
satisfactory to the Lender.  Additionally, Borrower shall cause CMT to
grant a security interest to the Lender in all of CMT's right, title and
interest in and to all its tangible and intangible assets, including
without limitation, all Accounts, Inventory, Equipment, Chattel Paper,
Documents, Goods, Instruments, and General Intangibles, pursuant to a
Security Agreement dated even date herewith and other security documents
all in form satisfactory to the Lender.  All of the aforedescribed
Security Agreements and other security documents shall constitute the
"Security Agreement" as defined in the Agreement.

     4.   Definitions.  Except as specifically defined in this Amendment,
capitalized terms used in this Amendment shall have the same meanings
ascribed to them in the Agreement.

     5.   No Default, Event of Default or Claims.  Except as waived
herein, no event has occurred which constitutes a Default or Event of
Default and the Borrower has no (and waives any and all) claims, rights,
setoffs or defenses against the Lender under the Agreement, as amended by
this Amendment or the other Loan Documents.

     6.   Miscellaneous.

          6.1  Effect of Amendment.  The Agreement, as amended, modified
     and supplemented by this Amendment, shall continue in full force and
     effect in accordance with its covenants and terms and is hereby
     ratified, restated and reaffirmed in every respect by the Borrower
     and the Lender, including any security interests granted pursuant
     thereto, as of the date hereof.  Each of the Borrower's
     representations and warranties contained in the Agreement and other
     Loan Documents are true and correct as of the date hereof and with
     the same force and effect.  To the extent the terms of this
     Amendment are inconsistent with the terms of the Agreement, this
     Amendment shall control and the Agreement shall be amended, modified
     or supplemented so as to give full effect to the transaction
     contemplated by this Amendment.

          6.2  Descriptive Headings.  The descriptive headings of the
     sections of this Amendment are inserted for convenience only and
     shall not be used in the construction or the content of this
     Amendment.

          6.3  Multiple Counterparts.  This Amendment may be executed in
     one or more counterparts, each of which shall, for all purposes of
     this Amendment, be deemed an original, but all of which shall
     constitute one and the same agreement.

     IN WITNESS WHEREOF, the parties have executed this Amendment
effective the date shown above.


     "BORROWER"               HAROLD'S STORES, INC., an Oklahoma
                              corporation


                              By: _________________________________
                              Title:______________________________


     "LENDER"                 BANK OF AMERICA, N.A., a national
                              banking association, formerly
                              NationsBank, N.A.


                              By: _________________________________
                              Title:_____________________________



377591/CVC/30515-041