1

                      AMENDED AND RESTATED
                        LEASE AGREEMENT


        THIS  AMENDED AND RESTATED LEASE AGREEMENT  is  made  and
entered  into  this  31st day of May, 1996, by  and  between  329
PARTNERS-II LIMITED PARTNERSHIP, an Oklahoma Limited Partnership,
hereinafter   called  "Landlord,"  and  HAROLD'S  STORES,   INC.,
hereinafter  called "Tenant," which amends and restates  in  full
that  certain  Lease  Agreement  of  November  1,  1990,  between
Landlord's  predecessor in interest and Tenant in regard  to  the
Premises.

                           ARTICLE I

                            PREMISES

        1.1   Agreement to Lease.  In consideration of the rents,
covenants  and agreements hereinafter reserved and  contained  on
the  part  of  Tenant to be observed and performed, the  Landlord
demises and leases to the Tenant, and Tenant rents from Landlord,
the  following described real property situated in Dallas County,
Texas, described on Exhibit A (the "Premises").

                           ARTICLE II

                              TERM

        2.1   Term of Lease.  The term of this lease shall be for
sixteen (16) years, beginning on April 1, 1996 (the "Commencement
Date"),  and  terminating  on March  31,  2012  (the  "Expiration
Date"), unless sooner terminated as herein provided.

                          ARTICLE III

                              RENT

        3.1   Base Rent.  Tenant shall pay Landlord as base  rent
("Base  Rent")  for  the  Premises annually,  without  setoff  or
deduction, and without any prior demand therefor, the following:

        April 1, 1996 to March 31, 2000 -   $158,000.00
        April 1, 2000 to March 31, 2001 -   $180,000.00
        April 1, 2001 to March 31, 2002 -   $182,500.00
        April 1, 2002 to March 31, 2003 -   $185,000.00
        April 1, 2003 to March 31, 2004 -   $187,500.00
        April 1, 2004 to March 31, 2005 -   $190,000.00
        April 1, 2005 to March 31, 2006 -   $192,500.00
        April 1, 2006 to March 31, 2007 -   $195,000.00
        April 1, 2007 to March 31, 2008 -   $197,500.00
        April 1, 2008 to March 31, 2009 -   $200,000.00
        April 1, 2009 to March 31, 2010 -   $202,500.00
        April 1, 2010 to March 31, 2011 -   $205,000.00
        April 1, 2011 to March 31, 2012 -   $207,500.00

which  said  sums  shall be payable in advance in  equal  monthly
installments on the first day of each and every month during  the
lease term, the first of such monthly installments to be due  and
payable on the Commencement Date.

        3.2    Late  Charges.   If  Tenant  fails  to  make   any
installment  of  Base  Rent,  or  any  other  sum  due   Landlord
hereunder,  within ten (10) days after such amount is  due,  then
the  Landlord  may make or assess a late charge of  five  percent
(5%) of the amount of each delinquent payment.  Any assessment of
late charges by Landlord shall be considered for all purposes  as
Additional Rent under the terms of this Lease, and shall be added
to  and payable with the next maturing monthly rental installment
following  such  assessment.  Assessment by Landlord  of  a  late
charge  as  herein  provided shall be without  prejudice  to  any
remedies  provided  by  law or under the provisions  hereof.   No
assessment, payment or acceptance of a late charge shall  operate
as  a  waiver or estoppel of the right of Landlord to  declare  a
default hereunder, or to pursue any default remedies provided  by
this Lease or by law.  Such late charge shall be earned from  the
day after the due date to the date paid.

                           ARTICLE IV

                     CONDITION OF PREMISES

        4.1   Tenant's Acceptance of Premises.  Neither  Landlord
nor  Landlord's agents have made any representations with respect
to  the Premises or the land upon which it is erected, except  as
expressly set forth herein, and no rights, easements or  licenses
are  acquired  by Tenant by implication or otherwise,  except  as
expressly  set  forth in the provisions of this  agreement.   The
taking  of  possession  of  the  Premises  by  Tenant  shall   be
conclusive evidence that Tenant accepts the Premises and that the
Premises were in good condition at the time possession was taken.
In  no  event  shall Landlord be liable for any  defects  in  the
Premises or for any limitation on its use.  Landlord shall not be
responsible for any latent defect in the Premises, and  the  rent
hereunder  shall in no case be withheld or diminished on  account
of  any  defect  in  the Premises, any change  in  the  condition
thereof,  any  damage occurring thereto, or  the  existence  with
respect thereto of any violations of laws or regulations  of  any
governmental authority.

        4.2   Landlord's Title.  Landlord is leasing the Premises
and  has the right to enter into this Lease, and the Premises are
accepted by Tenant subject to, and Tenant agrees to abide by, all
and    singular,   the   easements,   restrictions,    covenants,
reservations,  mineral reservations and other  matters  affecting
title to the Premises.


                           ARTICLE V

            ALTERATIONS, ADDITIONS AND IMPROVEMENTS

        5.1   Improvements by Tenant.  Tenant shall not  make  or
allow  to be made any alterations or physical additions in or  to
the  Premises  without  first  having  the  written  consent   of
Landlord.   At  such  time  as Tenant requests  such  consent  of
Landlord, Tenant shall submit plans and specifications  for  such
alterations or additions, and comply with any and all  reasonable
requirements of Landlord.  Subject to the Landlord's lien, Tenant
may  remove  "removable trade fixtures," provided  (1)  any  such
removal  is made prior to the termination of this agreement;  (2)
Tenant  is  not in default of any of the obligations or covenants
hereunder;  and (3) such removal may be effected without  damages
to the Premises, and Tenant promptly repairs all damage caused by
such   removal   at  its  sole  expense.   All  trade   fixtures,
merchandise, equipment and signs of every description  which  are
not  removable  or not removed in accordance with the  preceding,
and any alterations or additions to the Premises shall become the
property  of  Landlord, and shall remain upon and be  surrendered
with  the  Premises  as part thereof at the termination  of  this
Lease.   Tenant  hereby  waives all  rights  to  any  payment  or
compensation  therefor.  Removable trade fixtures  shall  include
signs, tables, chairs, desks, wall brackets, shelves, mirrors and
business  machines (provided same are not permanently  attached),
but  shall  not include ducts, conduits, wiring, pipes, paneling,
wall  covering or floor covering or permanently attached fixtures
which  cannot  be removed without damage to the  Premises.   Upon
termination of this agreement, Tenant will, at its sole cost  and
expense,   if   requested  by  Landlord,  remove  any   and   all
alterations,   additions,  fixtures,   equipment   and   property
installed  by Tenant in the Premises and restore the Premises  to
the  condition thereof at the time of tender of possession of the
Premises, ordinary wear and tear excepted.

        5.2   Signs.   Tenant  will not place  or  suffer  to  be
placed or maintained on any exterior door, wall or window of  the
Premises  any sign, awning or canopy, or advertising  matter,  or
other  thing  of  any kind, and will not place  or  maintain  any
decoration, lettering or advertising matter on the glass  of  any
window or door of the Premises without first obtaining Landlord's
written  approval and consent.  Tenant further agrees to maintain
such  sign,  awning,  canopy, decoration, lettering,  advertising
matter  or  other thing as may be approved in good condition  and
repair  at  all times.  Tenant, upon vacation of the Premises  or
the  removal or alteration of its sign, for any reason, shall  be
responsible  for the repair, painting and/or replacement  of  the
building surface where the sign is attached.

                           ARTICLE VI

                     REPAIR AND MAINTENANCE

        6.1   Tenant's  Maintenance.  Tenant shall at  all  times
keep  the  Premises (including maintenance of exterior entrances,
all  glass  and  show  window  moldings)  and  all  plate  glass,
partitions,  doors,  fixtures,  plumbing,  electrical,  and   the
heating  and  air conditioning systems, in good order,  condition
and repair (including repair of damage from burglary or attempted
burglary  of  the Premises and reasonably periodic  painting  and
maintenance  of  the  air  conditioning  system  as  required  by
Landlord).   Tenant shall be responsible for all utility  repairs
in  ducts, conduits, pipes and wiring located in, under and above
the  Premises.  Tenant's maintenance responsibilities shall  also
include maintenance of the parking lot, and Tenant shall keep the
sidewalks  and  parking areas adjoining the  Premises  free  from
rubbish, dirt, garbage, snow and ice.

        6.2   Landlord's  Option  to  Make  Tenant  Repairs.   If
Tenant  refuses or neglects to repair the Premises within  thirty
(30)  days  after receipt of Landlord's written demand,  Landlord
may make such repairs without liability to Tenant for any loss or
damage that may accrue to Tenant's merchandise, fixtures or other
property,  or  to Tenant's business by reason thereof,  and  upon
completion  thereof, Tenant shall pay Landlord's cost for  making
such  repairs,  plus  twenty percent  (20%)  for  overhead,  upon
presentation of bills therefor, as Additional Rent.

        6.3   Landlord's  Maintenance.  Landlord shall  keep  the
roof,  exterior walls, foundations and building structure of  the
Premises  in  a  good  state  of repair;  provided,  however,  if
Landlord  is  required to make repairs to structural portions  by
reason  of  Tenant's negligent act or omission to  act,  Landlord
shall add the cost of such repairs, plus twenty percent (20%) for
overhead, to the rent which shall thereafter become due.

        6.4   Waste  and Surrender.  Tenant shall not  commit  or
allow  any waste or damage to be committed on any portion of  the
Premises, and upon expiration or sooner termination of  the  term
hereof,  Tenant agrees to deliver up the Premises to Landlord  in
the condition set out above, ordinary wear and tear excepted, and
Landlord  shall have the right to re-enter and resume  possession
of the Premises.

        6.5   Surrender of Key.  At the expiration of the tenancy
hereby  created, Tenant shall surrender all keys for the Premises
to  Landlord at the place then fixed for the payment of rent, and
shall  inform  Landlord of all combinations on locks,  safes  and
vaults,  if any, in the Premises.  Tenant shall not change  locks
on  the  Premises  without  the  prior  written  consent  of  the
Landlord.

                          ARTICLE VII

                           UTILITIES

        7.1  Tenant Pays All Bills.  Tenant shall pay  all  bills
for   water,  gas,  electricity,  fuel,  light,  heat  and  power
furnished to or used by Tenant on or about the  Premises, and all
disposal  or  sewage service charges for the  Premises,  and  all
telephone  bills  and other bills incurred by  Tenant.   Landlord
shall have no responsibility for such payments.
                                
                          ARTICLE VIII
                                
                              TAXES

        8.1Tenant's   Responsibility.   Tenant  shall   pay,   in
addition  to the rent specified above, all real estate taxes  and
special assessments levied upon the Premises by any state,  city,
school  district or federal governmental authority.  The  payment
for  real  estate taxes should be made to Landlord on  or  before
December  15  of  each  year during the  lease  term,  commencing
December  15,  1996.  For the final year of the lease  term,  the
amount of the taxes shall be prorated.  All other taxes shall  be
paid  directly  to  the taxing authority on or before  their  due
date.

                           ARTICLE IX

                    INSURANCE AND INDEMNITY

        9.1   Tenant's Liability Insurance Requirements.   During
the  entire  lease  term, the Tenant shall, at its  own  expense,
maintain  adequate liability insurance with a reputable insurance
company  or  companies,  with minimum  amounts  of  $1,000,000.00
combined single limit for personal injuries and property  damage,
to  indemnify  both Landlord and Tenant against any such  claims,
demands,  losses,  damages, liabilities and  expenses.   Landlord
shall  be  named as an additional insured, and shall be furnished
with  a  certificate  of  such insurance,  which  shall  bear  an
endorsement that the same shall not be cancelled except upon  not
less  than  thirty  (30) days prior written notice  to  Landlord.
Tenant shall also, at its own expense, maintain, during the lease
term, insurance covering its furniture, fixtures, equipment,  all
leasehold improvements, and merchandise in an amount equal to not
less  than  one  hundred percent (100%) of the  full  replacement
value  thereof,  and insuring against fire and  all  risk  perils
coverage as provided by a standard all risk coverage endorsement,
and   the  plate  glass  and  all  other  glass  which   is   the
responsibility  of the Tenant in the event of breakage  from  any
cause.  Tenant shall provide Landlord with copies of the policies
of  insurance  or  certificates  thereof.   If  Tenant  fails  to
maintain such insurance, Landlord may maintain the same on behalf
of  Tenant.   Any  premiums  paid by  Landlord  shall  be  deemed
Additional Rent and shall be due on the payment date of the  next
installment of Base Rent hereunder.

        9.2   Tenant's  Fire  and  Extended  Coverage  Insurance.
During  the  entire  lease term, the Tenant  shall,  at  its  own
expense,  maintain a fire and extended coverage insurance  policy
on  the Premises, in an amount and with endorsements required  by
Landlord's first mortgage lender; provided, however, if there  be
no  first  mortgage  lender, the coverage shall,  at  a  minimum,
insure  all structures and improvements for not less than  eighty
percent  (80%)  of  the  full insurable  replacement  cost  value
thereof,  and shall contain such other endorsements  as  Landlord
may from time to time require.

        9.3   Indemnity.  Tenant agrees to indemnify Landlord and
save  Landlord  harmless from and against  any  and  all  claims,
actions,  damages, liability and expense in connection with  loss
of  life, personal injury and/or damage to property arising  from
or  out  of  any occurrence in, upon or at the Premises,  or  the
occupancy or use by Tenant of the Premises, or any part  thereof,
if occasioned wholly or in part by any act or omission of Tenant,
Tenant's  agents,  contractors, employees, servants,  lessees  or
concessionaires.   In  case  Landlord  shall,  without  fault  on
Landlord's  part, be made a party to any litigation commenced  by
or  against  Tenant, then Tenant shall protect and hold  Landlord
harmless,  and  shall  pay  all costs,  expenses  and  reasonable
attorney's  fees incurred or paid by Landlord in connection  with
such litigation.

        9.4   Waiver of Subrogation.  As long as their respective
insurers  so  permit, Landlord and Tenant hereby  mutually  waive
their  respective rights of recovery against each other  for  any
loss  insured  by  fire,  extended coverage  and  other  property
insurance  policies existing for the benefit  of  the  respective
parties.  Each party shall apply to their insurers to obtain such
waivers.   Each  party shall obtain any special endorsements,  if
required  by  their  insurer  to  evidence  compliance  with  the
aforementioned waiver.

                           ARTICLE X

                         CASUALTY LOSS

        10.1   Damage  to  Premises.  If the  Premises  shall  be
damaged  by  fire,  the elements, unavoidable accident  or  other
casualty, but are not thereby rendered untenantable in  whole  or
in part, Landlord shall, at Landlord's expense, cause such damage
to  be  repaired, and the rent shall not be abated.  If by reason
of  such  occurrence, the Premises shall be rendered untenantable
only  in  part, Landlord shall, at Landlord's expense, cause  the
damage  to  be  repaired, and the Base Rent  meanwhile  shall  be
abated proportionately as to the portion of the Premises rendered
untenantable.    If  the  Premises  shall  be   rendered   wholly
untenantable by reason of such occurrence, the Landlord shall, at
Landlord's  expense, cause such damage to be  repaired,  and  the
Base  Rent  meanwhile shall abate until the  Premises  have  been
restored  and rendered tenantable, or Landlord may, at Landlord's
election, terminate this Lease and the tenancy hereby created  by
giving  to Tenant, within the sixty (60) days following the  date
of  said occurrence, written notice of Landlord's election to  do
so,  and in the event of such termination, rent shall be adjusted
as of such date.

                           ARTICLE XI

                         SUBORDINATION

        11.1  Subordination.  This Lease shall be subordinate  to
any  mortgage  that is now or may hereafter be  placed  upon  the
Premises, and to any and all advances to be made thereunder,  and
to  the  interest thereon, and to all renewals, replacements  and
extensions  thereof.   Tenant  shall,  upon  written  demand   by
Landlord, execute and deliver such instruments as may be required
at  any time and from time to time to subordinate the rights  and
interests of Tenant under this Lease to the lien of any  mortgage
placed upon the Premises, or upon the real property of which  the
Premises  are  a part at any time and from time to time,  whether
before or after the commencement of this Lease or during the term
thereof.


                          ARTICLE XII

                    ASSIGNMENT OR SUBLETTING

        12.1   Prohibitions.  Tenant will not assign this  Lease,
in  whole or in part, nor sublet all or any part of the Premises,
without  the prior written consent of Landlord in each  instance,
which consent shall not be unreasonably withheld.  The consent of
Landlord  to any assignment or subletting shall not constitute  a
waiver  of  the  necessity  for such consent  to  any  subsequent
assignment or subletting.  Tenant shall not mortgage,  pledge  or
otherwise  encumber its interest in this Lease  or  the  Premises
without the prior written consent of Landlord.  If this Lease  be
assigned,  or  if the Premises or any part thereof be  sublet  or
occupied by anybody other than Tenant, Landlord may collect  rent
from  the  assignee, subtenant or occupant,  and  apply  the  net
amount  collected  to  the  rent herein  reserved,  but  no  such
assignment, subletting, occupancy or collection shall be deemed a
waiver  of  this  covenant, or the acceptance  of  the  assignee,
subtenant or occupant as tenant, or a release of Tenant from  the
further performance by Tenant of covenants on the part of  Tenant
herein  contained.  Notwithstanding any assignment  or  sublease,
Tenant shall remain fully liable on this Lease, and shall not  be
released  from  performing  any  of  the  terms,  covenants   and
conditions of this Lease.

        12.2   Landlord's Right to Transfer.  Landlord shall have
the right to transfer and assign, in whole or in part, Landlord's
rights hereunder and in the Premises.  In the event of the  sale,
assignment or transfer by Landlord of Landlord's interest in  the
Premises, Landlord shall thereupon be released or discharged from
all  covenants and obligations of Landlord, and Tenant agrees  to
look  solely  to  such  successor in  interest  of  Landlord  for
performance  of such obligations.  All covenants and  obligations
of  the Landlord shall run with the land and be binding upon each
new  owner  or successor of the Premises during their  period  of
ownership.

                          ARTICLE XIII

                          CONDEMNATION

        13.1  Award of Damages.  If the whole or any part of  the
Premises shall be taken for any public or quasi-public purpose by
any  lawful  power or authority by the exercise of the  right  of
condemnation or eminent domain, Landlord shall be entitled to and
shall  receive all awards that may be made in any such proceeding
for  the  Premises, and Tenant hereby assigns  and  transfers  to
Landlord any and all such awards.

        13.2   Taking  of  All of Premises.  If such  proceedings
shall  result in taking of the whole or substantially all of  the
Premises,  this  Lease  shall terminate from  the  date  of  such
taking, and all rent and other sums or charges provided herein to
be  paid  by Tenant shall be apportioned and paid to the date  of
such  taking.   If  less than substantially all of  the  Premises
shall  be  taken in such proceedings, this Lease shall  terminate
only  as to the portion of the Premises so taken, and this  Lease
shall continue for the balance of its term as to the part of  the
Premises  remaining.  In the event of a partial taking, the  Base
Rent to be paid by Tenant after such taking shall be reduced  pro
rata  in  proportion  to which the space so taken  bears  to  the
entire space in the Premises originally demised.

        13.3   Taking of Less Than All of Premises.  If less than
substantially all of the Premises shall be taken, Landlord  shall
repair  the  remaining portion of the Premises so as  to  restore
same as a building complete in itself, but Landlord shall not  be
obligated to expend thereon more than the sum allowed to Landlord
in  such condemnation proceeding for damage to the Premises, less
expenses    incurred   by   Landlord   for    such    proceeding.
Notwithstanding the foregoing, if the expense of such restoration
would be greater than the sum allowed Landlord, less expenses  in
the condemnation proceeding, then Landlord shall have the option,
for  a  period  of  thirty (30) days after such partial  payment,
within which to terminate this Lease.

        13.4   Tenant's  Damages.  Although all  damages  in  the
event of any condemnation are to belong to Landlord, whether such
damages  are awarded as compensation for diminution in  value  of
the  leasehold or to the fee of the Premises, Tenant  shall  have
the right to claim and recover from the condemning authority, but
not from Landlord, such compensation as may be separately awarded
or  recoverable by Tenant in Tenant's own right on account of any
and   all  damages  to  Tenant's  business  by  reason   of   the
condemnation and for or on account of any cost or loss  to  which
Tenant  might be put in removing Tenant's merchandise, furniture,
fixtures, leasehold improvements and equipment.

                          ARTICLE XIV

                      ACCESS AND EASEMENTS

        14.1   Access.  Landlord or Landlord's agents shall  have
the right to enter the Premises at all times to examine the same,
and  to  show  them to prospective purchasers or tenants  of  the
Premises, and to make such repairs, alterations, improvements  or
additions  as  Landlord  may  deem necessary  or  desirable,  and
Landlord shall be allowed to take all material into and upon  the
Premises  that  may  be  required  therefor,  without  the   same
constituting an eviction of Tenant in whole or in part,  and  the
rent   reserved  shall  in  no  way  abate  while  said  repairs,
alterations, improvements or additions are being made, by  reason
of  loss  or  interruption of business of Tenant,  or  otherwise.
During the six (6) months prior to the expiration of the term  of
this  Lease,  Landlord  may exhibit the Premises  to  prospective
tenants  or  purchasers, and place upon the  Premises  the  usual
notices  "For  Lease" or "For Sale," which notices  Tenant  shall
permit  to  remain thereon without molestation.  If Tenant  shall
not  be  personally present to open and permit an entry into  the
Premises, at any time, when for any reason an entry therein shall
be deemed necessary or permissible, Landlord or Landlord's agents
may  enter  the same by a master key, or may forcibly  enter  the
same,  without rendering Landlord or such agents liable therefor,
and without in any manner affecting the obligations and covenants
of  this  lease.   Nothing herein contained,  however,  shall  be
deemed  or  construed  to  impose upon Landlord  any  obligation,
responsibility or liability whatsoever, for the care, maintenance
or  repair  of  the  Premises, or any  part  thereof,  except  as
otherwise herein specifically provided.
        14.2    Structural   Repairs.   If   an   excavation   or
construction shall be made upon land adjacent to the Premises, or
shall  be  authorized  to be made, Tenant grants  to  the  person
causing  or  authorized to cause such excavation or construction,
license to enter upon the Premises for the purpose of doing  such
work as Landlord shall deem necessary to preserve the wall or the
building of which the Premises form a part from injury or damage,
and  to support the same by proper foundations, without any claim
for damages or indemnification against Landlord, or diminution or
abatement of rent.

                           ARTICLE XV

                       TENANT'S PROPERTY

        15.1  Tenant's Personal Property Taxes.  Tenant shall  be
responsible  for and shall pay before delinquency all  municipal,
county  or  state taxes assessed during the term  of  this  Lease
against any leasehold interest or personal property of any  kind,
owned by or placed in, upon or about the Premises by the Tenant.

        15.2  Responsibility of Landlord.  Landlord shall not  be
liable  for any damage to property of Tenant or of others located
on the Premises, nor for the loss of or damage to any property of
Tenant or of others by theft or otherwise.  Landlord shall not be
liable  for any injury or damage to persons or property resulting
from  fire,  explosion, falling plaster, steam, gas, electricity,
water,  rain or snow, or leaks from any part of the Premises,  or
from  the pipes, appliances or plumbing works, or from the  roof,
street  or  sub-surface, or from any other place, or by dampness,
or  by any other cause of whatsoever nature.  Landlord shall  not
be  liable  for any such damage caused by occupants  of  adjacent
property,  or the public, or caused by operations in construction
of  any  private, public or quasi-public work.  All  property  of
Tenant  kept or stored on the Premises shall be so kept or stored
at  the  risk  of  Tenant only, and Tenant  shall  hold  Landlord
harmless  from  any  claims arising out of damage  to  the  same,
including  subrogation  claims  by  Tenant's  insurance  carrier,
unless  such damage shall be caused by the willful act  or  gross
negligence of Landlord.

                          ARTICLE XVI

                        USE OF PREMISES

        16.1   Tenant's Usage.  The Premises are to be  used  and
occupied  by  Tenant  solely for the  purposes  of  a  commercial
office,  continuously during the term of this agreement.   Tenant
shall not occupy or use, or permit any portion of the Premises to
be  occupied  or  used  for any business  or  purpose  which,  in
Landlord's  opinion, is unlawful, disreputable or  deemed  to  be
extra hazardous on account of fire, or permit anything to be done
which  would  in  any  way increase the rate  of  fire  insurance
coverage on the Premises and/or its contents.

        16.2   Compliance  with Laws, Covenants and  Regulations.
Tenant  shall  at  all  times comply with all  laws,  ordinances,
orders,  rules  and regulations of governmental  agencies  having
jurisdiction  of  the Premises, and of all restrictive  covenants
relating to the use, condition or occupancy of the Premises.   In
the  event such laws mandate alterations to the Premises,  Tenant
agrees  to  promptly make such alterations at its sole  cost  and
expense.

        16.3   Concessionaires.   Tenant  shall  not  permit  any
business  to  be  operated  in  or  from  the  Premises  by   any
concessionaire  or  licensee without  prior  written  consent  of
Landlord.

                          ARTICLE XVII

                       PEACEFUL ENJOYMENT

        17.1   Covenant  of  Landlord.   Tenant  shall,  and  may
peacefully  have,  hold and enjoy the Premises,  subject  to  the
other  terms  hereof, providing Tenant pays  the  rentals  herein
recited  and  performs Tenant's covenants and  agreements  herein
contained.   Tenant's quiet enjoyment shall be subject,  however,
to  the  terms  of  this  Lease, to dispossession  by  reason  of
superior  title in mortgagees and to all easements,  restrictions
of record and governmental laws and ordinances.  Should Tenant be
dispossessed from the Premises by reason of mortgagee's  superior
title, the payment of rental shall cease from and after date, and
all  rent  that Tenant may have prepaid, or any sum  constituting
deposits,  shall be returned to Tenant, but Tenant shall  not  be
entitled to receive from Landlord any damages suffered by  Tenant
as  a  result of such dispossession.  It is understood and agreed
that  this  covenant  and  any  and  all  covenants  of  Landlord
contained  in  this agreement shall be binding  on  Landlord  and
Landlord's  successors  only with respect to  breaches  occurring
during  Landlord's  respective ownerships of Landlord's  interest
hereunder.

                         ARTICLE XVIII

                      DEFAULT AND REMEDIES

        18.1   Tenant's  Default.  Any of the following,  if  not
cured  by  Tenant  within ten (10) days after written  notice  to
Tenant of their occurrence, shall constitute events of default on
the part of Tenant:

        A.  Failure of Tenant to pay Base Rent, Additional  Rent,
            or any other rent or other payment when due;

        B.  Failure  of  Tenant to comply with  any  covenant  or
            obligation of Tenant hereunder;

        C.  Abandonment or vacation of the Premises by Tenant;

        D.  The filing of a voluntary or involuntary petition  in
            bankruptcy  by  or against Tenant, or  any  guarantor
            hereof, under the National Bankruptcy Act, or  should
            Tenant, or any guarantor, make an assignment for  the
            benefit  of  their  creditors, or should  a  trustee,
            receiver  or  liquidator of Tenant, or any  guarantor
            hereof,  of  Tenant's  or  any  guarantor's  property
            hereof,  be  appointed,  or should  any  governmental
            authority   institute   any   proceeding   for    the
            dissolution  of Tenant, or any guarantor  hereof,  or
            should  Tenant's interest hereunder pass by operation
            of law or otherwise;

        E.  Failure   to   provide   estoppel   certificates   as
            requested by Landlord.

        18.2   Remedies.   In addition to any  other  rights  and
remedies  provided in this Lease or by applicable law or  equity,
on the occurrence of any event of default and after expiration of
any  cure period, Landlord will have the following remedies,  all
of which may be exercised without any further notice or demand on
Tenant:

        (A) Past Due Rent.  Landlord may collect from Tenant  all
            past  due rent, including interest thereon at  twelve
            percent  (12%)  per annum and late charges,  and  all
            other reasonable damages caused by Tenant's default.

        (B) Termination.  Landlord may terminate this  Lease,  in
            which  event  Tenant will immediately  surrender  the
            Premises to Landlord, but if Tenant fails to  do  so,
            Landlord  may,  without notice and without  prejudice
            to  any  other remedy Landlord might have, enter  and
            take  possession of the Premises and  remove  Tenant,
            anyone   claiming  under  Tenant,  and  any  property
            therefrom  without being subject  to  any  claim  for
            damages therefor.  Tenant shall be obligated  to  pay
            to   Landlord   all  costs  reasonably  incurred   by
            Landlord  in any such action, including the costs  of
            taking possession of and repairing any damage to  the
            Premises, and all other reasonable damages caused  by
            Tenant's default.  After default, this Lease  may  be
            terminated only by written notice from Landlord,  and
            no   other  action  or  inaction  by  Landlord  after
            default  shall  constitute  a  termination  of   this
            Lease.

        (C) Reletting.   If  Landlord  does  not  terminate  this
            Lease, then Landlord may, at its option, reenter  and
            remove  any persons or property therein, forcibly  if
            necessary,  without  being  guilty  of  trespass  and
            without  the same constituting a termination of  this
            Lease,  and  may  relet  the  Premises  or  any  part
            thereof  for  the benefit of Tenant, in  which  event
            Tenant  shall  pay  Landlord  all  reasonable   costs
            incurred   by   Landlord  in  taking   such   action,
            including,  without limitation, the costs  of  taking
            possession   of  and  repairing  the  Premises,   the
            reasonable  cost of preparing the same for reletting,
            attorneys'  fees,  brokerage  commissions,  and   all
            other  damages  caused by Tenant's  default.   Tenant
            shall   remain   obligated  to   Landlord   for   the
            difference  between any rent received by Landlord  as
            a  result  of such reletting and the rent  and  other
            sums  for  which Lessee is obligated  hereunder.   In
            the  event  any such reletting results in payment  of
            rent  thereunder to Landlord in excess  of  the  rent
            for  which  Tenant  is obligated hereunder,  Landlord
            shall be entitled to retain such excess.

        18.3   Landlord's  Right to Cure.  Should  Tenant  be  in
default  hereunder, Landlord may cure any such default on  behalf
of Tenant, in which event Tenant shall reimburse Landlord for all
sums  paid  to effect compliance, together with interest  at  the
rate of eighteen percent (18%) per annum, from and after the date
of   such  expenditure,  which  shall  be  Additional  Rent   due
hereunder.

        18.4   Landlord's Default.  If Landlord fails to  perform
any  of Landlord's covenants hereunder, Landlord shall not be  in
default  unless:   (1)  Tenant  gives  Landlord  written   notice
thereof, setting forth in reasonable detail the nature and extent
of such failure, and (2) if such failure by Landlord is not cured
or  attempted  to be cured within thirty (30) days following  the
delivery  of  such notice.  If such failure cannot be  reasonably
cured within thirty (30) days, the length of such period shall be
extended  for a period reasonably required therefor  if  Landlord
commences  curing such failure within the thirty (30) day  period
and  continues  the curing thereof with reasonable diligence  and
continuity.

                          ARTICLE XIX

                    MISCELLANEOUS PROVISIONS

        19.1   Amendment.   This agreement may  not  be  altered,
changed  or amended, except by instrument in writing,  signed  by
all parties hereto.

        19.2   Non-Waiver.  Failure of Landlord  to  declare  any
default  immediately  upon the occurrence thereof,  or  delay  in
taking  any  action  in connection therewith,  or  acceptance  of
rental  after  same  is due, shall not waive  such  default,  but
Landlord shall have the right to declare any such default at  any
time,  and  to  take such action as may be lawful  or  authorized
hereunder, either at law or in equity.

        19.3   Force Majeure.  Neither Landlord nor tenant  shall
be  required to perform any term, condition or covenant  in  this
Lease  so  long  as such performance is delayed or  prevented  by
force  majeure, which shall mean acts of God, strikes, lock outs,
material  or  labor  shortages,  or  restrictions  by  government
authorities and other causes which are not reasonably within  the
control  of either Landlord or Tenant, and which, by the exercise
of  due diligence, Landlord or Tenant would be unable, wholly  or
in  part,  to  prevent  or  overcome.   Provided,  however,  this
provision shall not apply to Tenant's obligation to pay Base Rent
and Additional Rent.

        19.4   Interpretation.  As used herein, the masculine  or
neuter  genders  shall  be  deemed to  include  all  genders  and
singular,  the  plural,  and vice versa, except  where  any  such
construction  would  be  unreasonable.   This  Lease   shall   be
construed under and in accordance with the laws of the  State  of
Texas,   and  all  obligations  of  the  parties  hereunder   are
performable in Dallas County, Texas.  The paragraph headings  are
inserted for convenience only, and shall not in any way vary  the
provisions they identify.  If any provision of this Lease or  any
application thereof shall be invalid, illegal or unenforceable in
any  respect,  the  validity, legality or enforceability  of  the
remaining provisions hereof and other applications thereof, shall
not in any way be affected or impaired thereby.

        19.5    Covenants.    All  agreements,  obligations   and
undertakings  of  the parties shall be deemed  to  be  covenants,
whether or not so denominated.

        19.6   Notices.  Except as may be otherwise  specifically
provided  herein,  all  notices required or  permitted  hereunder
shall  be  in  writing, and shall be deemed to be delivered  when
delivered  personally, or when deposited with the  United  States
Postal  Service,  postage prepaid, registered or certified  mail,
return  receipt  requested,  addressed  to  the  parties  at  the
respective  addresses  set  forth hereunder,  or  at  such  other
address as may have been theretofore specified by written  notice
delivered in accordance herewith.

        19.7   Limitation of Landlord Liability.  Any  provisions
hereof to the contrary notwithstanding, Tenant hereby agrees that
no  personal  or partnership liability of any kind  or  character
whatsoever  now  attaches  or at any time  hereafter,  under  any
condition,  shall attach to Landlord for payment of  any  amounts
payable  under  this  agreement, or for the  performance  of  any
obligations hereunder.  The exclusive remedies of Tenant for  the
failure of Landlord to perform any of its obligations under  this
Lease shall be to proceed against the interest of Landlord in and
to the Premises.

        19.8   Attorney's Fees.  In the event Tenant defaults  in
the  performance  of any of the terms, covenants,  agreements  or
conditions  contained  in  this Lease  and  Landlord  places  the
enforcement of this Lease, or any part thereof, or the collection
of  any  rent due, or which may become due hereunder, or recovery
of  the  possession of the Premises, in the hands of an attorney,
or  files  suit  upon same, Tenant agrees to pay  to  Landlord  a
reasonable attorney's fee which is incurred by Landlord  in  such
enforcement, collection or recovery of possession.

        19.9    Holding  Over.  In the event of holding  over  by
Tenant  after  the  expiration or termination of  this  agreement
without  the express written consent of Landlord, the  Base  Rent
shall be doubled for the entire holdover period.  No holding over
by  Tenant  after the term of this Lease shall operate to  extend
this  Lease;  and in the event of any unauthorized holding  over,
Tenant  shall indemnify Landlord from and against all claims  for
damages by any other tenant to whom Landlord may have leased  all
or any portion of the Premises, effective upon the termination of
this  Lease.   Any holding over with the consent of  Landlord  in
writing shall thereafter constitute this Lease a lease from month
to month.

        19.10   Entire  Agreement.  This  instrument  constitutes
the  entire agreement of the parties.  It supersedes any and  all
other  agreements, either oral or in writing, between the parties
hereto.    Each  party  to  this  Lease  acknowledges   that   no
representations,  inducements, promises or  agreements,  oral  or
otherwise, have been made by any party or anyone acting on behalf
of  any  party, which are not embodied herein, and that no  other
agreement, statement or promise not contained in this Lease shall
be  valid or binding.  This Lease may not be modified or  amended
by oral agreement, but only by an agreement in writing, signed by
the parties hereto.

        19.11   Recording.  Except as provided  in  Section  17.5
hereof,  this Lease may not be recorded by either party,  but  at
the request of either party, Landlord and Tenant shall execute  a
short  form  memorandum of this Lease, which may be recorded  for
all purposes.

        19.12    Indemnity.   Tenant  shall  indemnify   Landlord
against all liabilities, expenses and losses incurred by Landlord
as  a  result of:  (1) failure by Tenant to perform any  covenant
required  hereunder;  (2) any accident, injury  or  damage  which
shall happen in or about the Premises; (3) failure to comply with
any  requirement  of  any  governmental authority;  and  (4)  any
mechanic's lien or security agreement filed against the Premises,
any  equipment therein, or any materials used in the construction
or  alteration of the Premises.  Landlord shall not be liable for
injury  or  damage  to any person or property  occurring  on  the
Premises  unless caused by or resulting from the gross negligence
of Landlord.

        19.13  Estoppel Certificates.  At any time and from  time
to  time within twenty (20) days after Landlord shall request the
same, Tenant will execute, acknowledge and deliver to Landlord or
any  party as may be designated by Landlord, a certificate  in  a
reasonably acceptable form, with respect to the matters  required
by  such party, and such other matters relating to this Lease  or
the status or performance of obligations of the parties hereunder
as  may be reasonably requested by Landlord.  If Tenant fails  to
provide such certificate within twenty (20) days after request by
Landlord, Tenant shall be deemed to have approved the contents of
any  such  certificate  submitted  to  Tenant  by  Landlord,  and
Landlord is hereby authorized to so certify.

        19.14  Binding Effect.  This Lease shall be binding  upon
and  inure to the benefit of the parties hereto, their respective
successors,  permitted assigns, heirs and legal  representatives,
as the case may be.

        EXECUTED as of the day and year first above written.

"LANDLORD"                       329 PARTNERS-II LIMITED
                                 PARTNERSHIP,an Oklahoma
                                 Limited Partnership

                             By: 329  HOLDING  LLC,  an  Oklahoma
                                 Limited Liability Company


                             By:/s/H. Rainey Powell
                             Title: H. Rainey Powell, Manager
                             Address:    765 Asp Avenue
                                 Norman, OK   73069
                    -and-

                             By:/s/Michael T. Casey
                             Title: Michael T. Casey, Manager
                             Address:    4525 McKinney Ave.
                                 Dallas, TX   75205



"TENANT"                         HAROLD'S STORES, INC.


                             By:/s/H. Rainey Powell
                             Title:President
                             Address:    P.O. Drawer 2970
                                 Norman, OK   73070-2970



                        ACKNOWLEDGMENTS


STATE OF OKLAHOMA   )
                    )  ss:
COUNTY OF CLEVELAND )

        The  foregoing instrument was acknowledged before me this
31st  day  of  May,  1996, by H. RAINEY POWELL,  Manager  of  329
HOLDING LLC, an Oklahoma Limited Liability Company, on behalf  of
329   PARTNERS-II   LIMITED  PARTNERSHIP,  an  Oklahoma   Limited
Partnership.


                                     /s/Janie Murphy
                                        Notary Public
My commission expires:
April 14, 1999





STATE OF OKLAHOMA   )
                    )  ss:
COUNTY OF CLEVELAND )

        The  foregoing instrument was acknowledged before me this
31st  day  of  May,  1996, by MICHAEL T. CASEY,  Manager  of  329
HOLDING LLC, an Oklahoma Limited Liability Company, on behalf  of
329   PARTNERS-II   LIMITED  PARTNERSHIP,  an  Oklahoma   Limited
Partnership.


                                             /s/Melanie G. Harding
                                             Notary Public
My commission expires:
April 7, 1999




STATE OF OKLAHOMA   )
                    )  ss:
COUNTY OF CLEVELAND )

        The  foregoing instrument was acknowledged before me this
31st day of May, 1996, by H. RAINEY POWELL, President of HAROLD'S
STORES,  INC.,  an  Oklahoma  Corporation,  on  behalf  of   said
corporation.


                                     /s/Melanie G. Harding
                                                Notary Public
My commission expires:
April 7, 1999



                            EXHIBIT A
                               to
                         LEASE AGREEMENT
                                
                                
                                
                                
                  LEGAL DESCRIPTION OF PREMISES


    TRACT ONE:

     The  East  195  feet of the South _ of Lot Eleven  (11),  in
ELMWOOD  ADDITION  to       Norman, Cleveland  County,  Oklahoma,
according to the recorded plat thereof.

    TRACT TWO:

    The West 115 feet of Lots Thirty-One (31) and Thirty-Two (32)
and  the  South 3.8 feet of    the West 115 feet of  Lot  Thirty-
Three (33) in Block One (1) of LARSH'S UNIVERSITY     ADDITION to
the  City of Norman, Cleveland County, Oklahoma, according to the
recorded plat thereof.

including all improvements, structures and fixtures thereon,  and
all  easements  appurtenant thereto, and  all  right,  title  and
interest of the Seller in and to all land lying in the bed of any
street or easement adjoining the Property.