4

                                
                                
                                
                    CERTIFICATE OF AMENDMENT
                               TO
                  CERTIFICATE OF INCORPORATION
                               OF
                      HAROLD'S STORES, INC.
                                



We,  the  undersigned  officers  of  Harold's  Stores,  Inc.,  an
Oklahoma  corporation (the "Corporation"), in order to effect  an
amendment to the Certificate of Incorporation of the Corporation,
hereby certify as follows:

     1.    The  amendment  set forth herein was duly  adopted  in
       accordance with the procedures set forth in Section 1077 of the
       Oklahoma General Corporation Act.

     2.    The Certificate of Incorporation of the Corporation is
       hereby amended as follows:

     The first paragraph of Article FOURTH of the Certificate  of
     Incorporation of the Corporation is amended and restated  in
     its entirety to read as follows:

          FOURTH.   The  total number of shares of capital  stock
     which  the  Corporation  shall have authority  to  issue  is
     Twenty-Six  Million (26,000,000), consisting of  Twenty-Five
     Million (25,000,000) shares of Common Stock, par value $0.01
     per  share, and One Million (1,000,000) shares of  Preferred
     Stock, par value $0.01 per share.

     3.   The remaining paragraphs of Article FOURTH shall remain in
       full  force and effect and shall not be affected  by  this
       amendment.

      IN  WITNESS  WHEREOF, the undersigned officers have  signed
this Certificate of Amendment on this 12th day of August, 1996.

                              HAROLD'S STORES, INC.
                              an Oklahoma corporation


                              By:/s/H. Rainey Powell, President

ATTEST:

/s/Linda L. Daugherty, Assistant Secretary

         
               CERTIFICATE OF OWNERSHIP AND MERGER
                             MERGING
                     HAROLD'S STORES, INC.,
                     A Delaware Corporation
                              INTO
                     HAROLD'S STORES, INC.,
                     An Oklahoma Corporation
                                
                (Pursuant to Section 1083 of the
                Oklahoma General Corporation Act)

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

           Harold's  Stores,  Inc., a corporation  organized  and
existing under and by virtue of the laws of the State of Delaware
(the "Corporation"), hereby certifies as follows:

          FIRST:    The Corporation was organized pursuant to the
provisions  of  the  General Corporation  Law  of  the  State  of
Delaware on June 23, 1987.

           SECOND:    The Corporation owns all of the outstanding
shares  of  capital stock of Harold's Stores, Inc.,  an  Oklahoma
corporation ("New Harold's"), a corporation organized pursuant to
the provisions of Oklahoma law on June 15, 1994.

          THIRD:    The Corporation, by the following resolutions
of  its  Board  of  Directors, duly adopted by unanimous  written
consent  of  the members thereof dated June 13, 1994, filed  with
the  minutes  of  the  Board pursuant to Section  141(f)  of  the
Delaware General Corporation Law, determined to merge itself into
New Harold's on the conditions set forth in such resolutions:
     
          RESOLVED, that upon the approval of the stockholders of
     the Corporation, the Corporation shall merge itself with and
     into   Harold's  Stores,  Inc.,  a  wholly-owned  subsidiary
     corporation  to  be  organized  under  Oklahoma  law   ("New
     Harold's"),   and  New  Harold's  shall  be  the   surviving
     corporation, and shall succeed to all the assets and  assume
     all of the obligations of the Corporation; and
          
          FURTHER  RESOLVED,  that  upon  the  filing  with   the
     Secretary of State of the States of Oklahoma and Delaware of
     certificates  of ownership and merger and the occurrence  of
     the  other  conditions to the effectiveness  of  the  Merger
     ("Effective Time") (i) each share of the Common  Stock,  par
     value  $0.01  per share, of the Corporation which  shall  be
     issued  and  outstanding immediately prior to the  Effective
     Time,  and  all  rights in respect thereof,  shall,  on  the
     Effective  Time,  by virtue of the merger  and  without  any
     action  on the part of the holder thereof, New Harold's,  or
     any  officer thereof, automatically become and be  converted
     into  one  (1) share of fully paid and nonassessable  common
     stock,  par  value  $0.01 per share, of  New  Harold's,  the
     surviving  corporation; and (ii) the 100  shares  of  common
     stock,  par  value  $0.01 per share, of New  Harold's  which
     shall  be outstanding and owned of record by the Corporation
     immediately  prior  to the Effective  Time,  shall,  at  the
     Effective  Time, automatically be canceled  and  resume  the
     status of authorized but unissued stock; and
          
          FURTHER RESOLVED, after the Effective Time, each holder
     of  a  stock  certificate  which prior  thereto  represented
     shares of Common Stock of the Corporation may (but shall not
     be  required to) surrender the same to New Harold's transfer
     agent  and shall be entitled upon such surrender to  receive
     in  exchange therefor a certificate representing the  number
     of shares of the Common Stock of New Harold's into which the
     shares   of   the  Corporation's  Common  Stock  theretofore
     represented   by   the   certificate  or   certificates   so
     surrendered  shall  have been converted in the  Merger,  and
     the   officers   of  the  Corporation  shall  instruct   the
     Corporation's  transfer agent to alter,  as  necessary,  the
     Corporation's remaining inventory of printed certificates to
     permit  such certificates to be conformed for use after  the
     Effective Time; and
          
          FURTHER   RESOLVED,  that  upon  the  Merger   becoming
     effective,  the Certificate of Incorporation and  Bylaws  of
     New  Harold's shall be the Certificate of Incorporation  and
     Bylaws of the surviving corporation; and
          
          FURTHER RESOLVED, that the Merger be submitted  to  the
     stockholders of this Corporation and that upon receiving the
     approval  of  the  holders of a majority of the  outstanding
     Common  Stock  of  the  Corporation,  the  Merger  shall  be
     approved; and
          
          FURTHER  RESOLVED,  that  at  any  time  prior  to  the
     effectiveness  of  the  Merger,  whether  before  or   after
     approval  of the stockholders of the Corporation, the  terms
     of  the  Merger  may  be amended in any  manner  as  may  be
     determined in the judgment of the Board of Directors of  the
     Corporation to be necessary, desirable or expedient in order
     to facilitate the purpose and intent of the Merger, provided
     that  no  amendment may be made to the extent  that  Section
     251(d)  of  the  Delaware General Corporation Law  prohibits
     such  amendment without the approval of the stockholders  of
     the Corporation; and
          
          FURTHER  RESOLVED,  at  any time before  the  Effective
     Time,  the  merger  may be terminated and abandoned  by  the
     Board  of  Directors of the Corporation notwithstanding  the
     approval by the stockholders of the Corporation; and
          
          FURTHER RESOLVED, that the Chairman of the Board, Chief
     Executive  Officer, President or any Vice President  of  the
     Corporation  be, and each of them hereby is, authorized  and
     directed to make and execute, and the Secretary or Assistant
     Secretary  be,  and each of them hereby is,  authorized  and
     directed  to attest, if necessary, certificates of ownership
     and   merger  setting  forth  a copy  of  these  Resolutions
     providing  for  the  merger  of  the  Corporation  into  New
     Harold's,  to cause the same to be filed with the  Secretary
     of  State  of the States of Delaware and Oklahoma, to  cause
     New  Harold's to be organized and to succeed to  the  assets
     and assume all of the liabilities of the Corporation, and to
     do  all other acts and things, whether within or without the
     States  of  Delaware and Oklahoma, which may be in  any  way
     necessary or appropriate to effect the Proposed Merger.
     
           FOURTH:    That this merger has been approved  by  the
holders of a majority of the outstanding Common Stock, par  value
$0.01  per  share, of this Corporation, being the only  class  of
outstanding  capital  stock  of the  Corporation,  at  a  meeting
thereof  duly called and held in accordance with Sections  253(a)
and 211 of the Delaware General Corporation Law.

           IN  WITNESS WHEREOF, the Corporation, has caused  this
Certificate to be signed by its President and attested to by  its
Secretary, this 29th day of June, 1994, to be effective as of the
close  of  business  on June 30, 1994, as authorized  by  Section
103(d) of the Delaware General Corporation Law.

                              Harold's Stores, Inc.

                              By:  /s/H. Rainey Powell
                                    H. Rainey Powell, President

ATTEST:

     /s/H. Rainey Powell
H. Rainey Powell, Secretary
                  CERTIFICATE OF INCORPORATION
                               OF
                      HAROLD'S STORES, INC.


           FIRST.     The  name  of the Corporation  is  Harold's
Stores, Inc.

           SECOND.   The address of its registered office in  the
State  of Oklahoma is 765 Asp, Norman, Cleveland County, Oklahoma
73069.   The name of its registered agent at such address  is  H.
Rainey Powell.

           THIRD.    The purpose of the Corporation is to  engage
in  any  lawful  act  or activity for which corporations  may  be
organized under the Oklahoma General Corporation Act.

           FOURTH.   The total number of shares of capital  stock
which  the  Corporation shall have authority to  issue  is  Eight
Million  Five Hundred Thousand (8,500,000), consisting  of  Seven
Million Five Hundred Thousand (7,500,000) shares of Common Stock,
par value $0.01 per share, and One Million (1,000,000) shares  of
Preferred Stock, par value $0.01 per share.

           The  Board  of  Directors, is authorized,  subject  to
limitations prescribed by law and the provisions of this  Article
FOURTH,  to  provide for the issuance of the shares of  Preferred
Stock  in  series, and by filing a certificate  pursuant  to  the
applicable law of the State of Oklahoma, to establish  from  time
to  time the number of shares to be included in each such series,
and to fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations or
restrictions thereof.

          The authority of the Board of Directors with respect to
each  series  shall include, but not be limited to, determination
of the following:

          (1)   The number of shares constituting that series and
     the distinctive designation of that series;
          
          (2)   The  dividend rate on the shares of that  series,
     whether  dividends shall be cumulative,  and,  if  so,  from
     which date or dates, and the relative rights of priority, if
     any, of payment of dividends on shares of that series;
          
          (3)   Whether that series shall have voting rights,  in
     addition to the voting rights provided by law, and,  if  so,
     the terms of such voting rights;
          
          (4)    Whether   that  series  shall  have   conversion
     privileges,  and,  if so, the terms and conditions  of  such
     conversion,  including  provision  for  adjustment  of   the
     conversion  rate  in such events as the Board  of  Directors
     shall determine;
          
          (5)   Whether or not the shares of that series will  be
     redeemable,  and,  if so, the terms and conditions  of  such
     redemption, including the date or dates upon or after  which
     they  shall be redeemable, and the amount per share  payable
     in case of redemption, which amount may vary under different
     conditions and at different redemption dates;
          
          (6)   Whether that series shall have a sinking fund for
     the redemption or purchase of shares of that series, and, if
     so, the terms and amounts of such sinking fund;
          
          (7)   The  rights of the shares of that series  in  the
     event  of  voluntary or involuntary liquidation, dissolution
     or winding up of the Corporation, and the relative rights of
     priority, if any, of payment of shares of that series; and
          
          (8)    Any  other  relative  rights,  preferences   and
     limitations of that series.
          
           Dividends  on  outstanding shares of  Preferred  Stock
shall be paid, or declared and set apart for payment, before  any
dividends shall be paid or declared and set apart for payment  on
the  shares  of  Common Stock with respect to the  same  dividend
period.

           If  upon  any  voluntary  or involuntary  liquidation,
dissolution  or  winding  up  of  the  Corporation,  the   assets
available  for  distribution to holders of  shares  of  Preferred
Stock of all series shall be insufficient to pay such holders the
full  preferential amount to which they are entitled,  then  such
assets  shall  be  distributed ratably among the  shares  of  all
series  of  Preferred  Stock in accordance  with  the  respective
preferential  amounts (including unpaid cumulative dividends,  if
any) payable with respect thereof.

           FIFTH.     Except as otherwise provided in the Bylaws,
the  Bylaws may be adopted, altered, amended or repealed  by  the
Board  of Directors. Election of directors need not be by written
ballot unless the Bylaws so provide.

           SIXTH.     Whenever  a compromise  or  arrangement  is
proposed between this Corporation and its creditors or any  class
of  them and/or between this Corporation and its shareholders  or
any class of them, any court of equitable jurisdiction within the
State  of Oklahoma, in the application in a summary way  of  this
Corporation or of any creditor or shareholder thereof or  on  the
application  of  any  receiver or receivers  appointed  for  this
Corporation under the provisions of Section 1106 of the  Oklahoma
General  Corporation  Act or on the application  of  trustees  in
dissolution  or of any receiver or receivers appointed  for  this
Corporation under the provisions of Section 1100 of the  Oklahoma
General Corporation Act, may order a meeting of the creditors  or
class  of  creditors,  and/or of the  shareholders  or  class  of
shareholders  of  this Corporation, as the case  may  be,  to  be
summoned  in such manner as the court directs.  If a majority  in
number  representing three-fourth (3/4) in value of the creditors
or  class  of creditors, and/or of the shareholders or  class  of
shareholders  of this Corporation, as the case may be,  agree  to
any  compromise or arrangement and to any reorganization of  this
Corporation  as a consequence of such compromise or  arrangement,
the   compromise  or  arrangement  and  the  reorganization,   if
sanctioned  by the court to which the application has been  made,
shall  be  binding  on all the creditors or class  of  creditors,
and/or  on all the shareholders or class of shareholders of  this
Corporation, as the case may be, and also on this Corporation.

           SEVENTH.  (1) Each person who is or was a director  or
officer of this Corporation, and each person who serves or served
at  the request of this Corporation as a director or officer  (or
equivalent) of another enterprise, shall be indemnified and  held
harmless by this Corporation to the fullest extent authorized  by
the  Oklahoma General Corporation Act as it may be in effect from
time to time, except as to any action, suit or proceeding brought
by  or  on  behalf  of  such director or  officer  without  prior
approval of the Board of Directors.  The right to indemnification
conferred  in this Article SEVENTH shall be a contract right  and
shall  not  be exclusive of any other right which any person  may
have   or   hereafter   acquire   under   this   Certificate   of
Incorporation,  or  any  statute,  bylaw,  agreement,   vote   of
shareholders or directors or otherwise.

           (2)   To  the fullest extent that the Oklahoma General
Corporation  Act,  as it exists on the date this  Certificate  of
Incorporation is filed with the Secretary of State of  the  State
of   Oklahoma   ("Filing  Date"),  permits  the   limitation   or
elimination  of the liability of directors, no director  of  this
Corporation   shall  be  liable  to  this  Corporation   or   its
shareholders for monetary damages for breach of fiduciary duty as
a  director.   No amendment to or repeal of this Article  SEVENTH
shall  apply  to or have any effect on the liability  or  alleged
liability of any director of this Corporation for or with respect
to  any acts or omissions of such director occurring prior to the
time of such amendment or repeal.

          (3)  If the Oklahoma General Corporation Act is amended
after the Filing Date to further limit or eliminate liability  of
this Corporation's directors for breach of fiduciary duty, then a
director  of  this Corporation shall not be liable for  any  such
breach  to  the fullest extent permitted by the Oklahoma  General
Corporation   Act  as  so  amended.   If  the  Oklahoma   General
Corporation  Act is amended after the Filing Date to increase  or
expand  liability of this Corporation's directors for  breach  of
fiduciary  duty, no such amendment shall apply  to  or  have  any
effect  on the liability or alleged liability of any director  of
this Corporation for or with respect to any acts or omissions  of
such  director occurring prior to the time of such  amendment  or
otherwise adversely affect any right or protection of a  director
of this Corporation existing at the time of such amendment.

            EIGHTH.    Except  upon  the  affirmative   vote   of
shareholders  holding  all the issued and outstanding  shares  of
Common  Stock,  no amendment to this Certificate of Incorporation
may  be  adopted  by the Corporation which would impose  personal
liability for the debts of the Corporation on the shareholders of
the  Corporation or which would amend, alter, repeal or adopt any
provisions inconsistent with this Article EIGHTH.

           NINTH.    Subject to the limitations set forth in this
Certificate of Incorporation, the Corporation reserves the  right
to amend, alter, change or repeal any provision contained in this
Certificate  of  Incorporation, in the manner  now  or  hereafter
prescribed  by statute, and al rights conferred upon shareholders
herein are granted subject to this reservation.

           TENTH.    The provisions of Section 1145 through  1155
of  the  Oklahoma  General Corporation Act as in  effect  on  the
Filing  Date  or  as hereafter amended shall  not  apply  to  the
Corporation.

           ELEVENTH.    The provisions of Section 1073.B  of  the
Oklahoma General Corporation Act as in effect on the Filing  Date
shall not apply to the Corporation.

            TWELFTH.   The  name  and  mailing  address  of   the
incorporator is:

               H. Rainey Powell
               Harold's Stores, Inc.
               765 Asp
               Norman, Oklahoma  73069

           IN  WITNESS  WHEREOF,  I, H. Rainey  Powell,  for  the
purpose  of forming a corporation under the laws of the State  of
Oklahoma,  do  make and record this Certificate of Incorporation,
do   certify  that  the  facts  herein  stated  are  true,   and,
accordingly,  have  hereto set my hand this  15th  day  of  June,
1994.

                                   /s/H. Rainey Powell
                              H. Rainey Powell