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 October 30,
2004

                                  OR

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

For the transition period from __________ to
__________


Commission File No.  1-10892


                        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)

   5919 Maple Avenue                              (214) 366-0600
  Dallas, Texas  75235                        (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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act)

             Yes   [   ]                     No   [X]

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

As of November 30, 2004, the registrant had 6,221,292 shares of Common
Stock outstanding.



                  Harold's Stores, Inc. & Subsidiaries
                                Index to
                      Quarterly Report on Form 10-Q
                  For the Period Ended October 30, 2004


Part I - FINANCIAL INFORMATION                                        Pag
                                                                       e

Item Financial Statements
1.

     Consolidated Balance Sheets - October 30, 2004 (unaudited) and     3
     January 31, 2004

     Consolidated Statements of Operations -
          Thirteen and Thirty-Nine Weeks ended October 30, 2004
          (unaudited) and                                               5
          November 1, 2003 (unaudited)

     Consolidated Statements of Cash Flows -
          Thirty-Nine Weeks ended October 30, 2004 (unaudited) and      6
          November 1, 2003 (unaudited)

     Notes to Interim Consolidated Financial Statements                 7

Item Management's Discussion and Analysis of Financial Condition and   12
2.   Results of Operations

Item Quantitative and Qualitative Disclosure About Market Risk         16
3.

Item Controls and Procedures                                           16
4.

Part II - OTHER INFORMATION

Item Legal Proceedings                                                 16
1.

Item Unregistered Sales of Equity Securities and Use of Proceeds       16
2.

Item Defaults Upon Senior Securities                                   16
3.

Item Submission of Matters to a Vote of Security Holders               16
4.

Item Other Information                                                 17
5.

Item Exhibits and Reports on Form 8-K                                  17
6.

     Signatures                                                        18


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

                                     October     January
                                       30,         31,
                                      2004        2004
                                    (Unaudite
                                       d)

Current assets:

Cash and cash equivalents            $    931           $
                                                    1,118
Trade accounts receivable, less
allowance for doubtful accounts         8,184       7,120
of $200 as of October 30 and
January 31
Note and other receivables                196         109
Merchandise inventories                20,874      17,713
Prepaid expenses                        1,831       1,130

Total current assets                   32,016      27,190

Property and equipment, at cost        31,225      30,037
Less accumulated depreciation        (22,051)    (20,064)
and amortization

Net property and equipment              9,174       9,973

Total assets                          $41,190     $37,163




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

                                     October     January
                                       30,         31,
                                      2004        2004
                                    (Unaudite
                                           d)

Current liabilities:

Accounts payable                      $  6,559     $ 7,526
Redeemable gift certificates              658         926
Accrued payroll expenses and              982         890
bonuses
Accrued rent expense                      184         102
Current maturities of long-term        22,480      16,858
debt (See Note 5)

Total current liabilities              30,863      26,302

Accrued rent expense, net of            1,268       1,247
current maturities
Long-term debt, net of current          1,239       1,358
maturities

Total liabilities                      33,370      28,907

Commitments and contingencies
(See Note 7)

Convertible preferred stock of
$.01 par value
Amended      Series      2001-A,
authorized    600,000    shares,
issued  and outstanding  335,032        6,701       6,627
as  of October 30 and 331,631 as
of January 31
Series     2002-A,    authorized
300,000   shares,   issued   and
outstanding   215,420   as    of        4,286       4,133
October  30  and 208,803  as  of
January 31
Series     2003-A,    authorized
100,000   shares,   issued   and
outstanding 54,236 as of October        5,392       5,151
30 and 52,024 as of January 31
2001-A  and  2002-A entitled  to
$20.00  per  share,  and  2003-A
entitled  to $100.00 per  share,
in  each  case plus accrued  but
unpaid dividends in liquidation

                                       16,379      15,911

Stockholders' deficit:

Common stock of $.01 par value
 Authorized  25,000,000  shares;
   issued     and    outstanding
   6,222,497  as of  October  30           62          62
   and  6,209,147 as of  January
   31
Additional paid-in capital             34,468      34,449
Accumulated deficit                  (43,087)    (42,164)
                                      (8,557)     (7,653)
Less:  Treasury stock of 205 shares
as  of October 30 and January 31          (2)         (2)
recorded at cost
Total stockholders' deficit           (8,559)     (7,655)

Total liabilities and                 $41,190     $37,163
stockholders' deficit


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

                                  13 Weeks Ended          39 Weeks Ended
                               October     November    October     November
                                 30,          1,         30,          1,
                                 2004        2003        2004        2003
                                               (Unaudited)

Sales                            $3,110     $23,863     $66,569     $68,118

Costs and expenses:
Costs of goods sold (including
occupancy and central buying
expenses, exclusive of items     14,728      14,776      42,999      46,033
shown separately below)

Selling, general and               6,680       6,947      20,349      20,325
administrative expenses

Depreciation and amortization       772         909       2,324       2,817

Store closing expenses                -           -           -       1,630

Interest expense                    281         221         699         650

Total costs and expenses         22,461      22,853      66,371      71,455

Income (loss) before income         649       1,010         198     (3,337)
taxes

Provision (benefit) for               -           -           -           -
income taxes

Net income (loss)                     $    $  1,010           $    $(3,337)
                                    649                     198


NET INCOME (LOSS) APPLICABLE
TO COMMON STOCKHOLDERS:

Net income (loss)                     $    $  1,010           $    $(3,337)
                                    649                     198

Less:  Preferred stock
dividends and accretion of          377         381       1,122       1,083
preferred stock issuance
costs

Net income (loss) applicable
to common stockholders                $           $            $    $(4,420)
                                    272         629        (924)

Net income (loss) per common
share:
Basic                             $0.04       $0.10     $(0.15)     $(0.72)
Diluted                           $0.04       $0.06     $(0.15)     $(0.72)



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

                                       39 Weeks Ended
                                    October    November
                                      30,         1,
                                      2004       2003
                                        (Unaudited)

Cash flows from operating
activities:
Net income (loss)                          $           $
                                         198     (3,337)
Adjustments to reconcile net
income (loss) to net cash used
in operating activities:
Depreciation and amortization          2,324       2,817
Gain on sale of assets                  (51)        (11)
Changes in assets and
liabilities:
Increase in trade and other          (1,162)     (1,442)
accounts receivable
Increase in merchandise              (3,161)       (651)
inventories
Increase in prepaid expenses           (701)        (21)
Decrease in accounts payable           (825)     (3,240)
Decrease in accrued expenses            (73)       (376)

Net cash used in operating           (3,451)     (6,261)
activities

Cash flows from investing
activities:
Acquisition of property and          (1,525)     (1,045)
equipment
Proceeds from disposal of                 51          77
property and equipment
Issuance of note receivable              (2)           -
Payments received for notes               13           9
receivable

Net cash used in investing           (1,463)       (959)
activities

Cash flows from financing
activities:
Payments on long-term debt             (210)     (1,201)
Advances on revolving line of         77,059      78,424
credit
Payments on revolving line of        (71,346    (74,429)
credit                                     )
Proceeds from sale of preferred            -       4,986
stock
Proceeds from issuance of common          19           -
stock
Preferred stock dividends              (795)       (618)

Net cash provided by financing         4,727       7,162
activities

Decrease in cash                       (187)        (58)
Cash and cash equivalents at           1,118         483
beginning of period
Cash and cash equivalents at end           $           $
of period                                931         425


Non-cash investing and financing
activities:
Issuance of preferred stock in           142           -
lieu of rent
Preferred stock dividends paid in        280         389
shares of preferred stock

             HAROLD'S STORES, INC. AND SUBSIDIARIES
       NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
              October 30, 2004 and November 1, 2003
                           (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 October 30, 2004 and the results of its operations and cash
flows  for  the thirteen week and thirty-nine week periods  ended
October 30, 2004 and November 1, 2003.  The results of operations
for  the thirteen week and thirty-nine week periods ended October
30,  2004 and November 1, 2003 are not necessarily indicative  of
the  results  of operations that may be achieved for  the  entire
year.    For  further  information,  refer  to  the  consolidated
financial  statements  and  footnotes  thereto  included  in  the
Company's  Annual Report on Form 10-K for the year ended  January
31, 2004.

2.   Definition of Fiscal Year

     The Company has a 52-53 week year which ends on the Saturday
closest  to January 31.  The period from February 1, 2004 through
January 29, 2005, has been designated as 2004.

3.   Basis of Presentation

      The  consolidated financial statements include the accounts
of  the  Company  and its subsidiaries, all of which  are  wholly
owned.   All  significant intercompany accounts and  transactions
have been eliminated.

4.   Impact of New Accounting Pronouncements

     On  May  15, 2003, the FASB issued SFAS No. 150, "Accounting
for  Certain Financial Instruments with Characteristics  of  both
Liabilities and Equity".  SFAS No. 150 establishes standards  for
classifying  and  measuring  as  liabilities  certain   financial
instruments  that  embody obligations  of  the  issuer  and  have
characteristics of both liabilities and equity.  Instruments that
are  indexed to and potentially settled in an issuer's own shares
that  are not within the scope of SFAS No. 150 remain subject  to
existing guidance under EITF 00-14 "Accounting for Certain  Sales
Incentives".    SFAS   No.  150  generally   requires   liability
classification  for  two broad classes of financial  instruments:
1.  instruments that represent, or are indexed to, an  obligation
to  buy  back  the  issuer's shares, regardless  of  whether  the
instrument is settled on a net-cash or gross physical  basis,  or
2.  obligations that can be settled in shares but meet one of the
following conditions: derive their value predominately from  some
other  underlying obligation, have a fixed value, or have a value
to  the counterparty that moves in the opposite direction as  the
issuer's  shares.   SFAS No. 150 must be applied  immediately  to
instruments  entered into or modified after May 31, 2003  and  to
all other instruments that exist as of the beginning of the first
interim financial reporting period beginning after June 15, 2003.
The  Company  adopted  this standard August  3,  2003,  and  this
adoption  did  not  have  a  material  impact  on  the  Company's
consolidated financial position.

5.   Long-term Debt

     The Company's original three-year credit facility with Wells
Fargo  Retail  Finance  II, LLC, ("WFRF")  was  entered  into  on
February  5,  2003  and  provided  the  Company  with  a  maximum
available  credit  limit  of  $22 million.   This  agreement  was
scheduled  to  expire in February 2006.  As discussed  below,  on
April  29,  2004, the maximum available credit line was increased
to  the  lesser  of  $25 million or $22 million plus  outstanding
participant  advances, and the expiration date  was  extended  to
February   5,   2007.   The  credit  facility   is   secured   by
substantially all assets of the Company and its subsidiaries  and
is  subject  to a borrowing base calculation based  primarily  on
inventory  and  accounts  receivable.   The  facility   has   two
financial  covenants, a minimum excess availability  covenant  of
$1.35   million  and  a  maximum  capital  expenditure  covenant,
established at $2.75 million for 2004.  Interest rates under  the
facility  are  at prime plus 0.5% or LIBOR plus 2.50%,  with  the
ability  to  reduce  the  rate if the  Company  achieves  certain
financial  criteria.   The balance outstanding on  the  Company's
line of credit at October 30, 2004 was $22,333,000 which includes
the  $4  million outstanding under the bridge facility  discussed
below.  At October 30, 2004 the Company's availability under  the
WFRF  line  of  credit was approximately $3.2 million  above  the
minimum availability requirement of $1.35 million and the average
interest rate on the credit line was 4.68%.

     Subsequent  to  securing the initial  credit  facility,  the
Company  negotiated  an  increase of  $2  million  in  its  total
borrowing  availability under its existing credit  facility  with
WFRF.  The Company obtained this increase in order to provide for
additional  working capital.  The full $2 million  was  available
for  borrowing  on  July 15, 2003 and has been  extended  to  the
Company  by Wells Fargo based upon a loan participation agreement
between  Wells  Fargo and RonHow, LLC, an entity  established  in
July 2003 which is owned and controlled directly or indirectly by
Ronald  de Waal and W. Howard Lester.  Mr. de Waal and Mr. Lester
are  both major beneficial owners of the Company's common  stock,
and Mr. Lester is also a director of the Company.

     In order to achieve additional liquidity, on April 29, 2004,
the  Company  completed an amendment to the credit facility  with
WFRF  which increased the Company's borrowing availability  under
the  facility.   The  amendment increased the  Company's  maximum
inventory advance rate cap from 75% to 80% during non-peak  times
and  from 80% to 85% during peak times.  Peak times were  amended
to  include  the eight weeks prior to Easter and the eight  weeks
prior to October 1. The increase in advance rates is expected  to
increase  the availability under the facility by as  much  as  $3
million depending on the level of inventories.  Additionally, the
amendment  extended the term of the credit facility by one  year,
with  a  new expiration of February 5, 2007.  The amendment  also
increased  the  maximum revolver amount from $22 million  to  the
lesser of $25 million or $22 million plus outstanding participant
advances.   Finally,  the amendment provided  for  an  additional
increase  of  $2 million in the Company's borrowing  availability
under  the  facility based upon an increase in the existing  loan
participation agreement between WFRF and RonHow, LLC.  WFRF  will
continue to serve as the lending agent for the Company under  the
credit  facility,  and  the  principal covenants  and  conditions
imposed  upon  the Company pursuant to the WRFR  credit  facility
agreement  have not materially changed.  RonHow, LLC's  right  to
repayment  of  any  advances under the credit facility  that  are
attributable  to its total $4 million participation is  generally
subordinate to the repayment rights of the other credit  facility
lenders.   However, the Company may repay these advances provided
it  meets  certain  conditions, including the maintenance  of  an
average daily excess availability under the credit facility of at
least $2.5 million for the 30 days prior to and 30 days projected
immediately   following  the  repayment.   The   average   excess
availability  requirement is higher than the excess  availability
otherwise required of the Company under the credit facility.   If
the  Company does not repay the new $2 million loan participation
of  RonHow  during the 18 months subsequent to  April  29,  2004,
RonHow  will have an option at that time to convert  any  of  the
incremental  $2 million not repaid into shares of authorized  but
unissued  2003-A Preferred Stock, which will be convertible  into
shares of common stock at a price of $2.524 per share, which  was
the  20-day  average closing price of the Company's common  stock
for  the  period ending immediately before closing  of  the  loan
amendment.   Additionally,  if the Company  has  not  repaid  the
initial  $2 million of loan participation by February  2006,  the
Company  will  pay  an  additional  4%  fee  per  annum  on   the
outstanding   participation  amount  up  to  $2  million.    This
transaction was approved by the independent directors.

     The  Company  was in compliance with its debt covenants  for
the  quarter ended October 30, 2004.  Although the Company's line
of  credit  with  WFRF does not expire until February  2007,  the
Company has classified its borrowings under its line of credit as
current  in its consolidated balance sheets due to the  terms  of
its  agreement with the lender.  Under the bank agreement,  there
is  an  acceleration clause which potentially allows the bank  to
demand  immediate payment of all outstanding borrowings upon  the
occurrence  of  a  material  adverse  change  in  the   Company's
operations   or  financial  position.   Determination   of   what
constitutes a material adverse change is at the discretion of the
bank,  however,  it is subject to reasonableness  standards.   In
addition,  the  Company  is  required  to  maintain  a   lock-box
agreement  with  the  bank whereby all cash received  is  applied
against  current  borrowings.  As a result of  these  items,  the
Company is required to classify its line of credit borrowings  as
current   as   proscribed   by   EITF   95-22,   "Balance   Sheet
Classification  of Borrowings Outstanding under Revolving  Credit
Agreements that include both a Subjective Acceleration Clause and
a Lock-Box Arrangement."

6.   Income Taxes

     The Company's net operating loss carryforwards will begin to
expire in 2010.  During 2002, the Company increased its valuation
allowance to fully provide for all remaining deferred tax  assets
because  the  Company's recent history of operating losses  makes
the   realization  of  these  assets  uncertain.   The  Company's
valuation allowance as of January 31, 2004 and October 30,  2004,
is equal to 100% of its deferred tax assets.

     The  ability  of  the Company to utilize net operating  loss
carryforwards to reduce future federal taxable income and federal
income tax of the Company is subject to various limitations under
the  Internal Revenue Code of 1986 ("the Code"), as amended.  The
utilization  of  such  carryforwards  may  be  limited  upon  the
occurrence  of certain ownership changes, including the  issuance
or  exercise of rights to acquire stock, the purchase or sale  of
stock by 5% stockholders, as defined in the Treasury regulations,
and  the  offering of stock by the Company during any  three-year
period  resulting in an aggregate change of more than 50% in  the
beneficial ownership of the Company.

     In  the  event of an ownership change (as defined for income
tax  purposes),  Section  382  of  the  Code  imposes  an  annual
limitation  on the amount of a corporation's taxable income  that
can  be  offset  by  these  carryforwards.   The  limitation   is
generally  equal to the product of (i) the fair market  value  of
the  equity  of  the  Company multiplied  by  (ii)  a  percentage
approximately  equivalent to the yield on  long-term  tax  exempt
bonds during the month in which an ownership change occurs.   The
Company's management, in consultation with its tax advisors,  has
been  assessing the impact its preferred stock issuances  had  on
the  change  in  the  beneficial ownership of  the  Company,  and
whether  or not such a change would impact the Company's  ability
to  utilize its net operating loss carryforwards ("NOLs").  After
thorough review, it was determined in the third quarter  of  2004
that  a change in ownership had occurred on October 1, 2002,  and
that  this  change  resulted  in a limitation  on  the  Company's
ability to utilize its NOLs under Section 382 of the Code.  As  a
result  of  the  limitation, the Company may  only  utilize  $1.4
million per year of its total October 1, 2002 pre-change  NOL  of
$12.5 million.  Any portion of the $1.4 million annual limitation
not utilized in a particular year may be carried over to the next
year  and  added  to that year's limitation.  As of  October  30,
2004,  the  Company  has  generated year-to-date  net  income  of
$198,000.   Based on the Company's performance as of October  30,
2004,  it is not expected that the NOL limitation will be reached
in the current fiscal year.  As a result, the Company anticipates
that  taxable  income  for  the  current  fiscal  year  will   be
completely  offset  by  some  or all  of  the  $1.4  million  NOL
carryforward limitation.

7.   Commitments and Contingencies

     The  Company  is  occasionally involved in  various  claims,
administrative agency proceedings and litigation arising  out  of
the  normal conduct of its business.  At October 30, 2004,  there
existed  only one minor litigation matter.  Although the ultimate
outcome of such litigation cannot be predicted, the management of
the  Company, after discussions with counsel, believes  that  the
resulting liability, if any, will not have a material effect upon
the Company's financial position or results of operations.

8.   Preferred Stock

     On  February  28, 2001, the Company executed a  definitive
agreement  to  allow an investor to purchase from  the  Company
300,000  shares  of  convertible preferred stock  for  a  total
purchase  price  of  $6  million.  Under this  preferred  stock
agreement,  each  of  the 300,000 initially  issued  shares  of
preferred  stock  are  convertible into  common  stock  of  the
Company  at  a  fixed rate of $1.275 per share.  The  preferred
shares  have voting rights equal to the number of common shares
into  which  they  may  be  converted.   Until  converted,  the
preferred stock is entitled to receive quarterly dividends that
cumulate annually at a rate of 10% per annum, which are reduced
to  8%  per  annum if the Company's operating  income  for  any
fiscal  year ending after February 28, 2001 exceeds $4,735,000.
Dividends were payable 50% in cash and 50% in additional shares
of  preferred stock until February 28, 2003 and thereafter  are
paid  in  additional shares of preferred stock or cash  as  the
holder  of  the preferred stock may elect.  Shares of preferred
stock  issued  in  respect of dividends  are  convertible  into
common  stock based upon an average market price of the  common
stock  as  of  the respective dividend dates.  These  preferred
shares are presently redeemable at the option of the Company at
a  price equal to the initial purchase price plus cumulated and
accrued but unpaid dividends.

     On  August  2,  2002,  the Company executed  a  definitive
agreement  to allow a group of investors to purchase  from  the
Company  200,000 shares of Series 2002-A convertible  preferred
stock  for  a total purchase price of $4 million.   Under  this
preferred stock agreement, each of the 200,000 initially issued
shares of preferred stock are convertible into common stock  of
the  Company at a fixed rate of $2.72 per share.  The preferred
shares  have voting rights equal to the number of common shares
into  which  they  may  be  converted.   Until  converted,  the
preferred stock is entitled to receive quarterly dividends that
cumulate  annually at a rate of 8% per annum, which is  reduced
to 6% per annum if certain profitability targets are met by the
Company.   Dividends  were payable  50%  in  cash  and  50%  in
additional  shares of preferred stock until July  1,  2003  and
thereafter are paid in additional shares of preferred stock  or
cash as the holder of the preferred stock may elect.  Following
the third anniversary of the original issuance date, the Series
2002-A  Preferred  Stock is redeemable at  the  option  of  the
Company  at  a price equal to the initial purchase  price  plus
cumulated and accrued but unpaid dividends.

     On  February 5, 2003, the Company closed on a  $5  million
private  equity investment by Inter-Him, N.V., of which  Ronald
de  Waal  is  a  Managing Director, and  W.  Howard  Lester,  a
director  of  the  Company  (the "Investors").   The  Investors
purchased  an  aggregate of 50,000 shares of a  new  series  of
preferred stock, designated Series 2003-A Preferred Stock, at a
purchase price of $100.00 per share.  Each of the 50,000 shares
of   Series   2003-A  Preferred  Stock  initially   issued   is
convertible  into  common stock at a fixed rate  of  $1.15  per
share,   and   otherwise   provides  rights   and   preferences
substantially  similar to the Company's existing Series  2002-A
Preferred Stock.  The percentage ownership of common  stock  on
an   as-converted  basis  by  Inter-Him  and  Mr.  de  Waal  is
approximately  51.7%  (assuming  conversion  of  all   of   the
Company's outstanding preferred stock).  Dividends were payable
50%  in  cash  and 50% in additional shares of preferred  stock
until  January  1, 2004, and thereafter are paid in  additional
shares  of  preferred  stock  or cash  as  the  holder  of  the
preferred stock may elect.  Following the third anniversary  of
the  original issuance date, the Series 2003-A Preferred  Stock
is  redeemable at the option of the Company at a price equal to
the  initial  purchase  price plus cumulated  and  accrued  but
unpaid dividends.

     None  of  the Company's outstanding preferred  shares  are
included  in  the stockholders' equity section of  the  balance
sheet  because  the preferred shareholders have special  voting
rights  that empower them to elect a majority of the  board  of
directors and maintain effective control over the Company.

9.   Stock Options

     The Company follows the intrinsic value method of accounting
for  common  stock options to employees, in accordance  with  the
provisions  of  Accounting  Principles  Board  Opinion  No.   25,
"Accounting   for  Stock  Issued  to  Employees",   and   related
interpretations.

      Had  the Company elected to recognize compensation  expense
based  on the fair value of the stock options granted as of their
grant date per the standards of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", the
Company's 2004 and 2003 pro forma net income (loss) and pro forma
net  income (loss) per share would have differed from the amounts
actually  reported as shown in the table below.   The  pro  forma
amounts shown reflect only options granted in 1995 through  2004.
Therefore, the full impact of calculating compensation  cost  for
stock  options based on their fair value is not reflected in  the
pro   forma   net   income  (loss)  amounts   presented   because
compensation  cost is reflected over the options' vesting  period
of  up  to  ten  years and compensation cost for options  granted
prior to January 29, 1995 is not considered.

                            13 Weeks Ended         39 Weeks Ended
                          October    November    October    November
                            30,         1,         30,        1,
                            2004       2003        2004      2003
                            (In thousands, except per share data)

Net income (loss)
applicable to common          $272       $629      $(924)   $(4,420)
stockholders, as reported

Add:
Stock-based employee
compensation expense             -          -          -          -
included in reported net
income (loss)

Deduct:
Stock-based employee
compensation expense           196         94        616        456
determined under fair
value method for all
awards

Pro forma net income
(loss) applicable to            76       $535     (1,540)   $(4,876)
common stockholders

Net income (loss) per
average common share:
Basic, as reported           $0.04      $0.10     $(0.15)   $(0.72)
Basic, pro forma             $0.01      $0.09     $(0.25)   $(0.80)

Diluted, as reported         $0.04      $0.06     $(0.15)   $(0.72)
Diluted, pro forma           $0.00      $0.03     $(0.25)   $(0.80)

10.  Revenue Recognition

      Sales from store locations represented 99% of the Company's
total  sales  for the thirty-nine weeks ended October  30,  2004.
These  sales  are  recognized  at  the  time  of  the  customer's
purchase.  During the third quarter of 2003, the Company returned
to  the  direct  channel  business by  offering  direct  response
catalogs.  During the third quarter of 2004, the Company returned
to  the  internet commerce business by offering purchase  options
through its web site.  The sales related to these direct response
catalogs and internet transactions were approximately one percent
of  total sales for the thirty-nine weeks ended October 30, 2004,
and  a  return  reserve was established for this  revenue  stream
beginning  August  2003.  Direct channel and internet  sales  are
recognized at the time the order is shipped to the customer.  All
sales  are net of returns and exclude sales tax.  Gift card sales
are  recognized  as revenue when the gift card is  redeemed,  not
when it is sold.

11.  Earnings per Share

     Outstanding shares for purposes of basic and diluted
earnings per share were calculated as follows:

                           13 Weeks Ended        39 Weeks Ended
                         October    November   October    November
                           30,         1,        30,         1,
                           2004       2003       2004       2003
                                      (in thousands)

Net income (loss)
applicable to common        $272       $629      $(924)   $(4,420)
shareholders - basic

Preferred stock              363        356           -          -
dividends

Net income (loss)
applicable to common        $635       $985      $(924)   $(4,420)
shareholders - diluted

Average common shares      6,221      6,100       6,216      6,100
outstanding

Effect of dilutive
securities:
Employee stock options       162        171           -          -

Convertible preferred     11,319     11,121           -          -
stock

Diluted average common
shares outstanding        17,702     17,392       6,216      6,100

     Approximately 1,616,445 shares and 1,751,000 shares for  the
thirteen  weeks  ended  October 30, 2004 and  November  1,  2003,
respectively,  and  approximately 879,983  shares  and  2,030,000
shares  for  the  thirty-nine weeks ended October  30,  2004  and
November  1, 2003, respectively, related to outstanding  employee
stock  options, were not included in the calculation  of  diluted
earnings per average common share because the effect of including
those  shares is anti-dilutive as the exercise price of the stock
options exceeded the average common stock market price during the
respective period.  For the thirteen weeks ended October 30, 2004
and  November  1,  2003,  all preferred shares  convertible  into
common  shares  were  included  in  the  calculation  of  diluted
earnings   per  average  common  share.   However,  approximately
604,688  and 592,458 preferred shares convertible into 11,340,091
and  11,185,597  common shares, for the thirty-nine  weeks  ended
October  30,  2004 and November 1, 2003, respectively,  were  not
included  in  the  calculation of diluted  earnings  per  average
common share because the effect of including those shares is anti-
dilutive.
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  or
closing   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:   the  ability  of  the  Company  to
generate cash flow from operations in amounts sufficient to  meet
debt  obligations  and  provide working  capital  and  funds  for
growth, consumer spending trends and habits; competition  in  the
retail  clothing  segment;  the  customary  risks  of  purchasing
merchandise  abroad, including longer lead times, higher  initial
purchase  commitments  and  foreign  currency  fluctuations;  the
Company's  ability  to  attract and retain  qualified  personnel;
weather  conditions in the Company's operating regions; laws  and
government regulations; general business and economic conditions;
availability  of capital; the existence or absence  of  operating
initiatives, publicity, advertising and promotional efforts;  and
changes   in  accounting  policies.   In  addition,  the  Company
disclaims  any  intent  or obligation to  update  those  forward-
looking statements.

Overview

      Harold's  is a multi-channel specialty retailer of  ladies'
and  men's apparel, including accessories and footwear.  Harold's
markets  its merchandise through retail stores, catalogs and  its
website at www.harolds.com.

Results of Operations

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

                           13 Weeks Ended        39 Weeks Ended
                         October    November   October    November
                           30,         1,        30,         1,
                           2004       2003       2004       2003

Sales                      100.0%     100.0%     100.0%     100.0%

Costs of goods sold         (63.7)     (61.9)     (64.6)    (67.6)

Selling, general and       (29.0)     (29.1)     (30.5)    (29.8)
administrative
expenses

Depreciation and            (3.3)      (3.9)      (3.5)     (4.1)
amortization

Store closing expenses         -          -          -      (2.4)

Interest expense            (1.2)      (0.9)      (1.1)     (1.0)

Income (loss) before         2.8        4.2        0.3      (4.9)
income taxes

Provision (benefit)            -          -          -          -
for income taxes

Net income (loss)            2.8%       4.2%       0.3%     (4.9)%

      The following table reflects the sources of the changes  in
Company  sales for the periods indicated, with percentage changes
compared to the comparable period of the prior year.

                            13 Weeks Ended          39 Weeks Ended
                         October     November    October     November
                           30,          1,         30,          1,
                           2004        2003        2004        2003

Sales (000's)              23,110      23,863      66,569      68,118

Total sales (decrease)      (3.2)%       11.7%      (2.3)%        4.8%
increase
Change in comparable
store sales                 (4.7)%       25.6%        1.9%       13.5%
(52 week basis)
Store locations:
Existing stores               41          42          42          50
Stores closed                  -           -          (1)         (8)
New stores opened              -           -           -           -
Total stores at end of        41          42          41          42
period

      The  Company opened no new stores, relocated one store  and
closed  one store during the thirty-nine weeks ended October  30,
2004 compared to the thirty-nine weeks ended November 1, 2003  in
which  no  new  stores were opened, one store was relocated,  one
store  was  expanded and eight stores were closed.   The  Company
currently  has  no  plans to close additional stores.   The  2003
store  closings were responsible for the total sales decline  for
the thirty-nine weeks ended October 30, 2004 compared to the same
period  of  the prior year.  The positive comparable store  sales
for  the  thirty-nine weeks ended October 30, 2004 are  primarily
due  to the favorable response by the Company's customers to  the
merchandise assortments.

      Gross margin represents net sales less cost of products and
merchandising.   Cost  of  products  and  merchandising  consists
primarily  of product costs (e.g., product development, sourcing,
merchandising, inventory control, inventory acquisition costs and
inventory  markdowns) and operating costs (e.g., occupancy  costs
for the Company's retail stores).  The Company's gross margin was
36.3% for the third quarter of 2004, as compared to 38.1% in  the
same  period  of  last year.  Consistent with the Company's  2004
clearance  strategies outlined at the beginning of the year,  the
Company  recognized planned permanent markdowns  earlier  in  the
season,  causing more permanent markdowns to be recorded  in  the
third quarter of 2004 compared to the third quarter of 2003.  The
gross  margin  increased for the thirty-nine  week  period  ended
October  30, 2004 to 35.4% from 32.4% during the same  period  of
the  prior  year.  The gross margin increase for the  thirty-nine
weeks  was  primarily due to improved selling of  merchandise  at
full retail price.

       Selling,  general  and  administrative  expenses   consist
primarily of retail store selling costs, costs to produce,  print
and  distribute  direct response catalogs, as well  as  corporate
administrative   costs.  Selling,  general   and   administrative
expenses  (including  advertising and catalog  production  costs)
decreased  to  29.0%  of  sales for the  third  quarter  of  2004
compared to 29.1% for the third quarter of 2003 and increased  to
30.5%  of sales for the thirty-nine weeks ended October 30,  2004
compared  to  29.8% for the same period of the prior  year.   The
increase  for  the thirty-nine weeks was primarily due  to  costs
associated with the transition in senior management.

      For  the  third quarter of 2004, the Company  reported  net
income of $649,000 as compared to net income of $1,010,000 in the
same  period of the previous year, primarily due to the  decrease
in  gross  margin  as  described above.  After  consideration  of
preferred  stock  dividends  and  accretion  of  preferred  stock
issuance  costs,  net income for the third quarter  of  2004  was
$272,000  or $0.04 per diluted and basic share, compared  to  net
income  of  $629,000 or $0.06 per diluted share ($0.10 per  basic
share), in the same period of the previous year.  For the thirty-
nine  week period ended October 30, 2004, net income was $198,000
compared to a net loss of $3.3 million in the same period of  the
prior  year.   The  prior year results included $1.6  million  of
costs  associated with the closing of eight unprofitable  stores.
After consideration of preferred stock dividends and accretion of
preferred stock issuance costs, the net loss for the year-to-date
period  was  $924,000  or $(0.15) per diluted  and  basic  share,
compared to a net loss of $4.4 million or ($0.72) per diluted and
basic share, in the same period of the previous year.

       The   average  balance  of  total  outstanding  debt   was
$20,293,000  for  the thirty-nine weeks ended  October  30,  2004
compared  to  $19,102,000  for the same  period  of  2003.   This
increase in average balances resulted principally from the timing
of  a promotional event conducted in October 2003 (third quarter)
that was moved to November 2004 (fourth quarter).

Liquidity and Capital Resources

     The Company's working capital needs arise primarily from the
need  to support costs incurred in advance of revenue generation,
such   as  inventory  acquisition  and  direct  response  catalog
development, production and mailing costs.  Other liquidity needs
relate to the revolving customer charge accounts on the Company's
proprietary  credit card, the need to cover operating  cash  flow
deficits  and  to invest in remodeling, fixtures  and  equipment.
The Company recognizes two selling seasons that correspond to the
fashion seasons.  The spring season begins in January and ends in
July.   The fall season begins in July and ends in January.   The
Company  has  relied on its bank credit facility  to  meet  these
needs as well as proceeds from preferred stock investments of  $6
million  in  February  2001, $4 million in  August  2002  and  $5
million  in  February  2003.   The  Company  experienced  deficit
operating  cash  flows  of $3,451,000 for the  thirty-nine  weeks
ended  October 30, 2004 compared to deficit operating cash  flows
of  $6,261,000 for the thirty-nine weeks ended November 1,  2003.
This  increase  in  cash  flows is  principally  related  to  the
increase  of  the Company's net income for the three quarters  of
2004  compared to the same period of 2003.  The Company's ability
to  achieve positive cash flows from operating activities depends
on  its  ability  to continue to improve sales and  gross  margin
which   should  allow  the  Company  to  sustain  a   return   to
profitability.   Additionally, the Company may  experience  needs
for additional capital.  While the Company has been successful in
covering cash flow deficits through line of credit borrowings and
private equity investments from its principal shareholders, there
can be no assurances that these, or any other financing resources
will be available for future needs.

     The Company's original three-year credit facility with Wells
Fargo  Retail  Finance  II, LLC, ("WFRF")  was  entered  into  on
February  5,  2003  and  provided  the  Company  with  a  maximum
available  credit  limit  of  $22 million.   This  agreement  was
scheduled  to  expire in February 2006.  As discussed  below,  on
April  29,  2004, the maximum available credit line was increased
to  the  lesser  of  $25 million or $22 million plus  outstanding
participant  advances, and the expiration date  was  extended  to
February   5,   2007.   The  credit  facility   is   secured   by
substantially all assets of the Company and its subsidiaries  and
is  subject  to a borrowing base calculation based  primarily  on
inventory  and  accounts  receivable.   The  facility   has   two
financial  covenants, a minimum excess availability  covenant  of
$1.35   million  and  a  maximum  capital  expenditure  covenant,
established at $2.75 million for 2004.  Interest rates under  the
facility  are  at prime plus 0.5% or LIBOR plus 2.50%,  with  the
ability  to  reduce  the  rate if the  Company  achieves  certain
financial  criteria.  The balance outstanding  on  the  Company's
line  of credit at October 30, 2004 was approximately $22,333,000
which  includes  the  $4  million outstanding  under  the  bridge
facility  discussed  below.  At October 30,  2004  the  Company's
availability under the WFRF line of credit was approximately $3.2
million  above  the  minimum availability  requirement  of  $1.35
million  and  the  average interest rate on the credit  line  was
4.68%.

     Subsequent  to  securing the initial  credit  facility,  the
Company  negotiated  an  increase of  $2  million  in  its  total
borrowing  availability under its existing credit  facility  with
WFRF.  The Company obtained this increase in order to provide for
additional  working capital.  The full $2 million  was  available
for  borrowing  on  July 15, 2003 and has been  extended  to  the
Company  by Wells Fargo based upon a loan participation agreement
between  Wells  Fargo and RonHow, LLC, an entity  established  in
July 2003 which is owned and controlled directly or indirectly by
Ronald  de Waal and W. Howard Lester.  Mr. de Waal and Mr. Lester
are  both major beneficial owners of the Company's common  stock,
and Mr. Lester is also a director of the Company.

     In order to achieve additional liquidity, on April 29, 2004,
the  Company  completed an amendment to the credit facility  with
WFRF  which increased the Company's borrowing availability  under
the  facility.   The  amendment increased the  Company's  maximum
inventory advance rate cap from 75% to 80% during non-peak  times
and  from 80% to 85% during peak times.  Peak times were  amended
to  include  the eight weeks prior to Easter and the eight  weeks
prior to October 1. The increase in advance rates is expected  to
increase  the availability under the facility by as  much  as  $3
million depending on the level of inventories.  Additionally, the
amendment  extended the term of the credit facility by one  year,
with  a  new expiration of February 5, 2007.  The amendment  also
increased  the  maximum revolver amount from $22 million  to  the
lesser of $25 million or $22 million plus outstanding participant
advances.   Finally,  the amendment provided  for  an  additional
increase  of  $2 million in the Company's borrowing  availability
under  the  facility based upon an increase in the existing  loan
participation agreement between WFRF and RonHow, LLC.  WFRF  will
continue to serve as the lending agent for the Company under  the
credit  facility,  and  the  principal covenants  and  conditions
imposed  upon  the Company pursuant to the WRFR  credit  facility
agreement  have not materially changed.  RonHow, LLC's  right  to
repayment  of  any  advances under the credit facility  that  are
attributable  to its total $4 million participation is  generally
subordinate to the repayment rights of the other credit  facility
lenders.   However, the Company may repay these advances provided
it  meets  certain  conditions, including the maintenance  of  an
average daily excess availability under the credit facility of at
least $2.5 million for the 30 days prior to and 30 days projected
immediately   following  the  repayment.   The   average   excess
availability  requirement is higher than the excess  availability
otherwise required of the Company under the credit facility.   If
the  Company does not repay the new $2 million loan participation
of  RonHow  during the 18 months subsequent to  April  29,  2004,
RonHow  will have an option at that time to convert  any  of  the
incremental  $2 million not repaid into shares of authorized  but
unissued  2003-A Preferred Stock, which will be convertible  into
shares of common stock at a price of $2.524 per share, which  was
the  20-day  average closing price of the Company's common  stock
for  the  period ending immediately before closing  of  the  loan
amendment.   Additionally,  if the Company  has  not  repaid  the
initial  $2 million of loan participation by February  2006,  the
Company  will  pay  an  additional  4%  fee  per  annum  on   the
outstanding   participation  amount  up  to  $2  million.    This
transaction was approved by the independent directors.

     The  Company  was in compliance with its debt covenants  for
the  quarter ended October 30, 2004.  Although the Company's line
of  credit  with  WFRF does not expire until February  2007,  the
Company has classified its borrowings under its line of credit as
current  in its consolidated balance sheets due to the  terms  of
its  agreement with the lender.  Under the bank agreement,  there
is  an  acceleration clause which potentially allows the bank  to
demand  immediate payment of all outstanding borrowings upon  the
occurrence  of  a  material  adverse  change  in  the   Company's
operations   or  financial  position.   Determination   of   what
constitutes a material adverse change is at the discretion of the
bank,  however,  it is subject to reasonableness  standards.   In
addition,  the  Company  is  required  to  maintain  a   lock-box
agreement  with  the  bank whereby all cash received  is  applied
against  current  borrowings.  As a result of  these  items,  the
Company is required to classify its line of credit borrowings  as
current   as   proscribed   by   EITF   95-22,   "Balance   Sheet
Classification  of Borrowings Outstanding under Revolving  Credit
Agreements that include both a Subjective Acceleration Clause and
a Lock-Box Arrangement."

     At  October  30, 2004 the Company's availability  under  the
WFRF  line  of credit was approximately $3,233,000 million  above
the  minimum  availability requirement of $1.35 million  and  the
average  interest  rate  on  the  credit  line  was  4.68%.   The
Company's  credit line had an average balance of $18,799,000  and
$17,312,000 for the thirty-nine weeks ended October 30, 2004  and
November  1,  2003,  respectively.  During the thirty-nine  weeks
ended  October  30,  2004, the WFRF line of  credit  had  a  high
balance  of $22,829,000.  The balance outstanding on October  30,
2004 was $22,333,000.

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

                             October     January     November
                               30,         31,         1,
                              2004        2004        2003

Working capital (000's)        $1,153        $888      $2,834
(1)
Current ratio (1)              1.04:1      1.03:1      1.10:1
Ratio of working capital        .03:1       .02:1       .07:1
to total assets (1)
Ratio of total debt to         3.03:1      2.21:1      1.96:1
stockholders' equity (2)

( Long-term  debt  is  classified as current  to  comply  with
1 accounting  pronouncement EITF 95-22.  See  Note  5  to  the
) Consolidated Financial Statements for more information.   If
 the  debt  under the Company's line of credit was classified
 as  long-term, working capital would be $23,486, $17,508 and
 $22,922  in  October 2004, January 2004 and  November  2003,
 respectively;  current  ratio would be  3.75:1,  2.81:1  and
 3.61:1  in  October  2004, January 2004 and  November  2003,
 respectively; and working capital to total assets  would  be
 .57:1,  .47:1  and .54:1 in October 2004, January  2004  and
 November 2003, respectively.
( Preferred stock is treated as equity for this calculation.
2
)

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 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 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.

Critical Accounting Estimates and Commitments

      There  have  been  no  material changes  in  the  Company's
critical  accounting estimates or in its commitments  outside  of
the  ordinary  course  of business from those  disclosed  in  the
company's  Annual Report on Form 10-K for the year ended  January
31, 2004.

ITEM  3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT  MARKET
RISK

     The  primary  objective  of this disclosure  is  to  provide
forward-looking  quantitative and qualitative  information  about
the  Company's  potential exposure to  market  risks.   The  term
"market  risk" for the Company refers to the risk of loss arising
from  adverse  changes  in  interest rates  and  various  foreign
currencies.   The  disclosures  are  not  meant  to  be   precise
indicators  of  expected future losses, but rather indicators  of
reasonably  possible  losses.  There  have  been  no  significant
changes  to  this  forward-looking information during  the  third
quarter of 2004 that would materially alter the Company's  market
risk exposures.

ITEM 4.   CONTROLS AND PROCEDURES

     The  Company's  Principal Executive  Officer  and  Principal
Financial  Officer have reviewed and evaluated the  effectiveness
of  the  Company's disclosure controls and procedures (as defined
in  Exchange Act Rule 240.13a-14(c)) as of the end of the  period
covered  by this report.  Based on that evaluation, the Principal
Executive  Officer  and  the  Principal  Financial  Officer  have
concluded  that  the  Company's current disclosure  controls  and
procedures  are effective to ensure that information required  to
be  disclosed  by  the Company in the reports that  it  files  or
submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Securities
and Exchange Commission's rules and forms.

                             PART II

ITEM 1.   LEGAL PROCEEDINGS

     None.

ITEM 2.   UNREGISTERED  SALES  OF EQUITY SECURITIES  AND  USE  OF
          PROCEEDS

     On  August  1,  2004, 1,170 shares of the Company's  Amended
Series 2001-A Preferred Stock ("2001 Preferred") were issued as a
dividend to one of the existing holders of 2001 Preferred at  his
election  pursuant to the original terms of the  2001  Preferred.
Each  share  of  2001  Preferred  issued  in  this  dividend   is
convertible  into  approximately 7.91 shares  of  Company  common
stock.

     On  October  1,  2004, 2,266 shares of the Company's  Series
2002-A  Preferred  Stock  ("2002 Preferred")  were  issued  as  a
dividend  to  two  of the existing holders of 2002  Preferred  at
their  election  pursuant  to  the original  terms  of  the  2002
Preferred.  Each share of 2002 Preferred issued in this  dividend
is  convertible into approximately 8.55 shares of Company  common
stock.

     Also, on October 1, 2004, 272 shares of the Company's Series
2003-A  Preferred  Stock  ("2003 Preferred")  were  issued  as  a
dividend to one of the existing holders of the 2003 Preferred  in
accordance  with the original terms of the 2003 Preferred.   Each
share  of  2003 Preferred issued in this dividend is  convertible
into approximately 42.74 shares of Company common stock.

     Because  the  shares of 2001 Preferred, 2002  Preferred  and
2003 Preferred described above were all issued as preferred stock
dividends  in accordance with the original terms of each  series,
the  Company  believes  that no sale of securities  has  occurred
which  would  require the registration of such shares  under  the
Securities Act.  However, even if the issuance of such shares  is
deemed  to  be  a  sale for purposes of the Securities  Act,  the
Company  believes the issuance of such shares was, in each  case,
exempt  from  registration under the Securities Act  pursuant  to
Section  4(2)  thereof.   These shares were  issued  without  any
public solicitation to a limited group of investors, all of  whom
are either directors of the Company or beneficially own in excess
of  10% of the Company's outstanding common stock and all of whom
acquired such shares for investment.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       None.

ITEM 5.   OTHER INFORMATION

     None.

ITEM 6.   EXHIBITS

     The following exhibits are filed as a part of this report:

Exhi
bit    Description
Numb
 er

3.1    Certificate of Incorporation of the Company, as  amended
       (Incorporated by reference to Exhibit 3.1 to  Form  10-K
       for the year ended February 3, 2001).

3.2    By-laws  of  the Company (Incorporated by  reference  to
       Exhibit   3.2   to  Form  8-B  Registration   Statement,
       Registration No. 1-10892).

4.1    Specimen  Certificate for Common Stock (Incorporated  by
       reference  to  Exhibit  4.1  to  Form  S-1  Registration
       Statement, Registration No. 33-15753).

4.2    Certificate of Elimination of Designations of the Series
       2001-A  Preferred Stock (Incorporated  by  reference  to
       Exhibit 4.1 to Form 8-K dated August 2, 2002).

4.3    Certificate of Designations of the Amended Series 2001-A
       Preferred  Stock (Incorporated by reference  to  Exhibit
       4.2 to Form 8-K dated August 2, 2002).

4.4    Certificate   of  Designations  of  the  Series   2002-A
       Preferred  Stock (Incorporated by reference  to  Exhibit
       4.3 to Form 8-K dated August 2, 2002).

4.5    Amendment  to  the  Certificate of  Designation  of  the
       Amended Series 2001-A Preferred Stock ($0.01 Par  Value)
       of   Harold's  Stores,  Inc.,  dated  February  4,  2003
       (Incorporated by reference to Exhibit 4.1  to  Form  8-K
       dated February 4, 2003).

4.6    Certificate   of  Designations  of  the  Series   2003-A
       Preferred  Stock (Incorporated by reference  to  Exhibit
       4.2 to Form 8-K dated February 4, 2003).

10.1   Lease  Agreement  effective May 1, 1996 between  Company
       and  Carousel  Properties, Inc.  (Campus  Corner  Store,
       Norman,  Oklahoma) (Incorporated by reference to Exhibit
       10.7  to  Form  S-2 Registration Statement, Registration
       No.  333-04117)  and amendment to Lease Agreement  dated
       April  4,  2002. (Incorporated by reference  to  Exhibit
       10.1 to Form 10-Q for the quarter ended May 4, 2002).

10.2   Amended and Restated Lease Agreement dated as of June 3,
       1996   between  Company  and  329  Partners  II  Limited
       Partnership  (East  Lindsey Warehouse Facility,  Norman,
       Oklahoma)   (Incorporated by reference to Exhibit  10.13
       to  Amendment No. 1 to Form S-2 Registration  Statement,
       Registration No. 333-04117).

10.3   Amended  and Restated Lease Agreement dated as  of  June
       20,  2001  between Company and 329 Partners  II  Limited
       Partnership    (Outlet    Store,    Norman,    Oklahoma)
       (Incorporated by reference to Exhibit 10.6 to Form  10-K
       for the year ended February 2, 2002).

10.4   2002  Performance and Equity Incentive Plan of  Company.
*      (Incorporated by reference to Definitive Proxy Statement
       dated  May  17, 2002, for annual meeting of shareholders
       held on June 20, 2002.

10.5   Employment  Agreement  dated February  9,  2004  between
*      Company and Hubert W. Mullins (Incorporated by reference
       to  Exhibit 10.5 to Form 10-K for the year ended January
       31, 2004).

10.6   Employment  Agreement  dated February  9,  2004  between
*      Company and Clark Hinkley (Incorporated by reference  to
       Exhibit 10.6 to Form 10-K for the year ended January 31,
       2004).

10.7   Stock  Option Agreement dated February 23, 2001  between
*      Company and Clark Hinkley  (Incorporated by reference to
       Exhibit  10.12 to Form 10-K for the year ended  February
       3, 2001).

10.8   First Amendment to Stock Option Agreement dated February
*      9,  2004 between Company and Clark Hinkley (Incorporated
       by  reference to Exhibit 10.8 to Form 10-K for the  year
       ended January 31, 2004).

10.9   Employment  and  Deferred Compensation  Agreement  dated
*      February  1, 1998 between Company and Harold  G.  Powell
       (Incorporated by reference to Exhibit 10.25 to Form 10-Q
       for quarter ended May 2, 1998).

10.1   First  Amendment dated February 28, 2001  to  Employment
0*     and  Deferred Compensation Agreement between Company and
       Harold  G. Powell  (Incorporated by reference to Exhibit
       10.17 to Form 10-K for the year ended February 3, 2001).

10.1   Series  2001-A Preferred Stock Purchase Agreement  dated
1      February  23,  2001 between Company and  Inter-Him  N.V.
       (Incorporated by reference to Exhibit 10.1 to  Form  8-K
       dated February 28, 2001).

10.1   Investor  Rights  Agreement  dated  February  28,   2001
2      between  Company  and Inter-Him N.V.   (Incorporated  by
       reference to Exhibit 10.2 to Form 8-K dated February 28,
       2001).

10.1   Voting  Agreement dated February 28, 2001 among Company,
3      Inter-Him N.V. and the other stockholders named  therein
       (Incorporated by reference to Exhibit 10.3 to  Form  8-K
       dated February 28, 2001).

10.1   Right of First Refusal Agreement dated February 28, 2001
4      among Company, Inter-Him N.V. and the other stockholders
       named  therein   (Incorporated by reference  to  Exhibit
       10.4 to Form 8-K dated February 28, 2001).

10.1   First  Amended and Restated Stockholders Agreement dated
5      June  15,  1998  among certain stockholders  of  Company
       (Incorporated by reference to Exhibit 10.2 to Form  10-Q
       for quarter ended August 1, 1998).

10.1   First Amendment dated February 28, 2001 to First Amended
6      and   Restated  Stockholders  Agreement  among   certain
       stockholders  of Company  (Incorporated by reference  to
       Exhibit 10.6 to Form 8-K dated February 28, 2001).

10.1   Series  2002-A Preferred Stock Purchase Agreement  dated
7      as of June 26, 2002, by and among Harold's Stores, Inc.,
       Inter-Him,  N.V., W. Howard Lester, William  E.  Haslam,
       Clark  J.  Hinkley and Margaret A. Gilliam (Incorporated
       by reference to Exhibit 10.1 to Form 8-K dated August 2,
       2002).

10.1   First Amendment to Investor Rights Agreement dated as of
8      August  2,  2002,  by and among Harold's  Stores,  Inc.,
       Inter-Him,  N.V., W. Howard Lester, William  E.  Haslam,
       Clark  J.  Hinkley and Margaret A. Gilliam (Incorporated
       by reference to Exhibit 10.2 to Form 8-K dated August 2,
       2002).

10.1   First  Amendment  to  Right of First  Refusal  Agreement
9      dated  as  of  August  2, 2002, by  and  among  Harold's
       Stores, Inc., Inter-Him, N.V., W. Howard Lester,  Harold
       G.  Powell,  Anna  M. Powell, Rebecca Powell  Casey,  H.
       Rainey Powell, Lisa Powell Hunt, Clay M. Hunt and Arvest
       Trust  Company,  N.A.  (Incorporated  by  reference   to
       Exhibit 10.3 to Form 8-K dated August 2, 2002).

10.2   First  Amendment to Voting Agreement dated as of  August
0      2,  2002, by and among Harold's Stores, Inc., Inter-Him,
       N.V.,  W.  Howard  Lester, William E. Haslam,  Clark  J.
       Hinkley, Margaret A. Gilliam, Harold G. Powell, Anna  M.
       Powell,  Rebecca  Powell Casey, H. Rainey  Powell,  Lisa
       Powell Hunt, Clay M. Hunt and Arvest Trust Company, N.A.
       (Incorporated by reference to Exhibit 10.4 to  Form  8-K
       dated August 2, 2002).

10.2   Series  2003-A Preferred Stock Purchase Agreement  dated
1      as  of  February 5, 2003, by and among Harold's  Stores,
       Inc.,  Inter-Him N.V. and W. Howard Lester (Incorporated
       by  reference to Exhibit 10.1 to Form 8-K dated February
       4, 2003).

10.2   Second  Amendment to Investor Rights Agreement dated  as
2      of February 5, 2003, by and among Harold's Stores, Inc.,
       Inter-Him  N.V.  and W. Howard Lester  (Incorporated  by
       reference to Exhibit 10.2 to Form 8-K dated February  4,
       2003).

10.2   Loan  and  Security Agreement dated as  of  February  5,
3      2003,  by  and  among Wells Fargo Retail  Finance,  LLC,
       Harold's  Stores, Inc., Harold's Financial  Corporation,
       Harold's  Direct, Inc., Harold's Stores of Texas,  L.P.,
       Harold's  Stores  of  Georgia,  L.P.,  and  Harold's  of
       Jackson, Inc. (Incorporated by reference to Exhibit 10.3
       to Form 8-K dated February 4, 2003).

10.2   Series 2003-A Preferred Stock Investment Agreement dated
4      as  of February 4, 2003, by and between Harold's Stores,
       Inc.    and    329   Partners-II   Limited   Partnership
       (Incorporated by reference to Exhibit 10.6 to  Form  8-K
       dated February 4, 2003).

10.2   Form  of  Indemnification Agreement between Company  and
5      members  of  its  Board  of Directors  (Incorporated  by
       reference  to  Exhibit 10.36 to Form 10-K for  the  year
       ended February 1, 2003).

10.2   Form  of  Waiver  of  Claims and  Covenant  Not  to  Sue
6      Directors between principal shareholders of the  Company
       and   members  of  the  Company's  Board  of   Directors
       (Incorporated by reference to Exhibit 10.37 to Form 10-K
       for the year ended February 1, 2003).

10.2   Participation Agreement dated as of July  10,  2003,  by
7      and  between  Wells  Fargo Retail Finance  II,  LLC  and
       RonHow,  LLC (Incorporated by reference to Exhibit  10.3
       to Form 8-K dated July 10, 2003).

10.2   Amended and Restated Participation Agreement dated as of
8      April  29,  2004,  by  and between  Wells  Fargo  Retail
       Finance  II,  LLC  and  RonHow,  LLC  (Incorporated   by
       reference  to  Exhibit 10.28 to Form 10-K for  the  year
       ended January 31, 2004).

10.2   Assignment and Assumption of Lease Agreement  and  Third
9      Amendment  to Lease Agreement dated October 1,  2003  by
       and   between   Company  and  329  Partners-II   Limited
       Partnership   (Dallas  Buying  Office,  Dallas,   Texas)
       (Incorporated by reference to Exhibit 10.1 to Form  10-Q
       dated November 1, 2003).

10.3   Option  Agreement between Company and RONHOW  LLC  dated
0      April  30,  2004 (Incorporated by reference  to  Exhibit
       10.30 to Form 10-K for the year ended January 31, 2004).

10.3   First Amendment to Loan and Security Agreement dated  as
1      of  February  5, 2003, by and among Wells  Fargo  Retail
       Finance,  LLC, Harold's Stores, Inc., Harold's Financial
       Corporation, Harold's Direct, Inc., Harold's  Stores  of
       Texas,  L.P.,  Harold's  Stores of  Georgia,  L.P.,  and
       Harold's of Jackson, Inc. (Incorporated by reference  to
       Exhibit  10.31  to Form 10-K for the year ended  January
       31, 2004).

10.3   Second Amendment to Loan and Security Agreement dated as
2      of  April  29,  2004,  by and among Wells  Fargo  Retail
       Finance,  LLC, Harold's Stores, Inc., Harold's Financial
       Corporation, Harold's Direct, Inc., Harold's  Stores  of
       Texas,  L.P.,  Harold's  Stores of  Georgia,  L.P.,  and
       Harold's of Jackson, Inc. (Incorporated by reference  to
       Exhibit  10.32  to Form 10-K for the year ended  January
       31, 2004).

22.1   Subsidiaries  of Company  (Incorporated by Reference  to
       Exhibit   22.1  to  Form  8-B  Registration   Statement,
       Registration No. 1-10892).

31.1   Certification  of  Chief Executive Officer  Pursuant  to
       Rule  13a-14(a)  under the Securities  Exchange  Act  of
       1934.

31.2   Certification  of  Chief Financial Officer  Pursuant  to
       Rule  13a-14(a)  under the Securities  Exchange  Act  of
       1934.

32.1   Certification of Chief Executive Officer Pursuant to  18
       U.S.C. Section 1350.

32.2   Certification of Chief Financial Officer Pursuant to  18
       U.S.C. Section 1350


                           SIGNATURES

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



                      HAROLD'S STORES, INC.

                      By:  /s/ Hugh Mullins
                          Hugh Mullins
              President and Chief Executive Officer

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


Date: December 14, 2004

                           INDEX TO EXHIBITS

Exhi
bit    Description
Numb
 er

3.1    Certificate of Incorporation of the Company, as  amended
       (Incorporated by reference to Exhibit 3.1 to  Form  10-K
       for the year ended February 3, 2001).

3.2    By-laws  of  the Company (Incorporated by  reference  to
       Exhibit   3.2   to  Form  8-B  Registration   Statement,
       Registration No. 1-10892).

4.1    Specimen  Certificate for Common Stock (Incorporated  by
       reference  to  Exhibit  4.1  to  Form  S-1  Registration
       Statement, Registration No. 33-15753).

4.2    Certificate of Elimination of Designations of the Series
       2001-A  Preferred Stock (Incorporated  by  reference  to
       Exhibit 4.1 to Form 8-K dated August 2, 2002).

4.3    Certificate of Designations of the Amended Series 2001-A
       Preferred  Stock (Incorporated by reference  to  Exhibit
       4.2 to Form 8-K dated August 2, 2002).

4.4    Certificate   of  Designations  of  the  Series   2002-A
       Preferred  Stock (Incorporated by reference  to  Exhibit
       4.3 to Form 8-K dated August 2, 2002).

4.5    Amendment  to  the  Certificate of  Designation  of  the
       Amended Series 2001-A Preferred Stock ($0.01 Par  Value)
       of   Harold's  Stores,  Inc.,  dated  February  4,  2003
       (Incorporated by reference to Exhibit 4.1  to  Form  8-K
       dated February 4, 2003).

4.6    Certificate   of  Designations  of  the  Series   2003-A
       Preferred  Stock (Incorporated by reference  to  Exhibit
       4.2 to Form 8-K dated February 4, 2003).

10.1   Lease  Agreement  effective May 1, 1996 between  Company
       and  Carousel  Properties, Inc.  (Campus  Corner  Store,
       Norman,  Oklahoma) (Incorporated by reference to Exhibit
       10.7  to  Form  S-2 Registration Statement, Registration
       No.  333-04117)  and amendment to Lease Agreement  dated
       April  4,  2002. (Incorporated by reference  to  Exhibit
       10.1 to Form 10-Q for the quarter ended May 4, 2002).

10.2   Amended and Restated Lease Agreement dated as of June 3,
       1996   between  Company  and  329  Partners  II  Limited
       Partnership  (East  Lindsey Warehouse Facility,  Norman,
       Oklahoma)   (Incorporated by reference to Exhibit  10.13
       to  Amendment No. 1 to Form S-2 Registration  Statement,
       Registration No. 333-04117).

10.3   Amended  and Restated Lease Agreement dated as  of  June
       20,  2001  between Company and 329 Partners  II  Limited
       Partnership    (Outlet    Store,    Norman,    Oklahoma)
       (Incorporated by reference to Exhibit 10.6 to Form  10-K
       for the year ended February 2, 2002).

10.4   2002  Performance and Equity Incentive Plan of  Company.
*      (Incorporated by reference to Definitive Proxy Statement
       dated  May  17, 2002, for annual meeting of shareholders
       held on June 20, 2002.

10.5   Employment  Agreement  dated February  9,  2004  between
*      Company and Hubert W. Mullins (Incorporated by reference
       to  Exhibit 10.5 to Form 10-K for the year ended January
       31, 2004).

10.6   Employment  Agreement  dated February  9,  2004  between
*      Company and Clark Hinkley (Incorporated by reference  to
       Exhibit 10.6 to Form 10-K for the year ended January 31,
       2004).

10.7   Stock  Option Agreement dated February 23, 2001  between
*      Company and Clark Hinkley  (Incorporated by reference to
       Exhibit  10.12 to Form 10-K for the year ended  February
       3, 2001).

10.8   First Amendment to Stock Option Agreement dated February
*      9,  2004 between Company and Clark Hinkley (Incorporated
       by  reference to Exhibit 10.8 to Form 10-K for the  year
       ended January 31, 2004).

10.9   Employment  and  Deferred Compensation  Agreement  dated
*      February  1, 1998 between Company and Harold  G.  Powell
       (Incorporated by reference to Exhibit 10.25 to Form 10-Q
       for quarter ended May 2, 1998).

10.1   First  Amendment dated February 28, 2001  to  Employment
0*     and  Deferred Compensation Agreement between Company and
       Harold  G. Powell  (Incorporated by reference to Exhibit
       10.17 to Form 10-K for the year ended February 3, 2001).

10.1   Series  2001-A Preferred Stock Purchase Agreement  dated
1      February  23,  2001 between Company and  Inter-Him  N.V.
       (Incorporated by reference to Exhibit 10.1 to  Form  8-K
       dated February 28, 2001).

10.1   Investor  Rights  Agreement  dated  February  28,   2001
2      between  Company  and Inter-Him N.V.   (Incorporated  by
       reference to Exhibit 10.2 to Form 8-K dated February 28,
       2001).

10.1   Voting  Agreement dated February 28, 2001 among Company,
3      Inter-Him N.V. and the other stockholders named  therein
       (Incorporated by reference to Exhibit 10.3 to  Form  8-K
       dated February 28, 2001).

10.1   Right of First Refusal Agreement dated February 28, 2001
4      among Company, Inter-Him N.V. and the other stockholders
       named  therein   (Incorporated by reference  to  Exhibit
       10.4 to Form 8-K dated February 28, 2001).

10.1   First  Amended and Restated Stockholders Agreement dated
5      June  15,  1998  among certain stockholders  of  Company
       (Incorporated by reference to Exhibit 10.2 to Form  10-Q
       for quarter ended August 1, 1998).

10.1   First Amendment dated February 28, 2001 to First Amended
6      and   Restated  Stockholders  Agreement  among   certain
       stockholders  of Company  (Incorporated by reference  to
       Exhibit 10.6 to Form 8-K dated February 28, 2001).

10.1   Series  2002-A Preferred Stock Purchase Agreement  dated
7      as of June 26, 2002, by and among Harold's Stores, Inc.,
       Inter-Him,  N.V., W. Howard Lester, William  E.  Haslam,
       Clark  J.  Hinkley and Margaret A. Gilliam (Incorporated
       by reference to Exhibit 10.1 to Form 8-K dated August 2,
       2002).

10.1   First Amendment to Investor Rights Agreement dated as of
8      August  2,  2002,  by and among Harold's  Stores,  Inc.,
       Inter-Him,  N.V., W. Howard Lester, William  E.  Haslam,
       Clark  J.  Hinkley and Margaret A. Gilliam (Incorporated
       by reference to Exhibit 10.2 to Form 8-K dated August 2,
       2002).

10.1   First  Amendment  to  Right of First  Refusal  Agreement
9      dated  as  of  August  2, 2002, by  and  among  Harold's
       Stores, Inc., Inter-Him, N.V., W. Howard Lester,  Harold
       G.  Powell,  Anna  M. Powell, Rebecca Powell  Casey,  H.
       Rainey Powell, Lisa Powell Hunt, Clay M. Hunt and Arvest
       Trust  Company,  N.A.  (Incorporated  by  reference   to
       Exhibit 10.3 to Form 8-K dated August 2, 2002).

10.2   First  Amendment to Voting Agreement dated as of  August
0      2,  2002, by and among Harold's Stores, Inc., Inter-Him,
       N.V.,  W.  Howard  Lester, William E. Haslam,  Clark  J.
       Hinkley, Margaret A. Gilliam, Harold G. Powell, Anna  M.
       Powell,  Rebecca  Powell Casey, H. Rainey  Powell,  Lisa
       Powell Hunt, Clay M. Hunt and Arvest Trust Company, N.A.
       (Incorporated by reference to Exhibit 10.4 to  Form  8-K
       dated August 2, 2002).

10.2   Series  2003-A Preferred Stock Purchase Agreement  dated
1      as  of  February 5, 2003, by and among Harold's  Stores,
       Inc.,  Inter-Him N.V. and W. Howard Lester (Incorporated
       by  reference to Exhibit 10.1 to Form 8-K dated February
       4, 2003).

10.2   Second  Amendment to Investor Rights Agreement dated  as
2      of February 5, 2003, by and among Harold's Stores, Inc.,
       Inter-Him  N.V.  and W. Howard Lester  (Incorporated  by
       reference to Exhibit 10.2 to Form 8-K dated February  4,
       2003).

10.2   Loan  and  Security Agreement dated as  of  February  5,
3      2003,  by  and  among Wells Fargo Retail  Finance,  LLC,
       Harold's  Stores, Inc., Harold's Financial  Corporation,
       Harold's  Direct, Inc., Harold's Stores of Texas,  L.P.,
       Harold's  Stores  of  Georgia,  L.P.,  and  Harold's  of
       Jackson, Inc. (Incorporated by reference to Exhibit 10.3
       to Form 8-K dated February 4, 2003).

10.2   Series 2003-A Preferred Stock Investment Agreement dated
4      as  of February 4, 2003, by and between Harold's Stores,
       Inc.    and    329   Partners-II   Limited   Partnership
       (Incorporated by reference to Exhibit 10.6 to  Form  8-K
       dated February 4, 2003).

10.2   Form  of  Indemnification Agreement between Company  and
5      members  of  its  Board  of Directors  (Incorporated  by
       reference  to  Exhibit 10.36 to Form 10-K for  the  year
       ended February 1, 2003).

10.2   Form  of  Waiver  of  Claims and  Covenant  Not  to  Sue
6      Directors between principal shareholders of the  Company
       and   members  of  the  Company's  Board  of   Directors
       (Incorporated by reference to Exhibit 10.37 to Form 10-K
       for the year ended February 1, 2003).

10.2   Participation Agreement dated as of July  10,  2003,  by
7      and  between  Wells  Fargo Retail Finance  II,  LLC  and
       RonHow,  LLC (Incorporated by reference to Exhibit  10.3
       to Form 8-K dated July 10, 2003).

10.2   Amended and Restated Participation Agreement dated as of
8      April  29,  2004,  by  and between  Wells  Fargo  Retail
       Finance  II,  LLC  and  RonHow,  LLC  (Incorporated   by
       reference  to  Exhibit 10.28 to Form 10-K for  the  year
       ended January 31, 2004).

10.2   Assignment and Assumption of Lease Agreement  and  Third
9      Amendment  to Lease Agreement dated October 1,  2003  by
       and   between   Company  and  329  Partners-II   Limited
       Partnership   (Dallas  Buying  Office,  Dallas,   Texas)
       (Incorporated by reference to Exhibit 10.1 to Form  10-Q
       dated November 1, 2003).

10.3   Option  Agreement between Company and RONHOW  LLC  dated
0      April  30,  2004 (Incorporated by reference  to  Exhibit
       10.30 to Form 10-K for the year ended January 31, 2004).

10.3   First Amendment to Loan and Security Agreement dated  as
1      of  February  5, 2003, by and among Wells  Fargo  Retail
       Finance,  LLC, Harold's Stores, Inc., Harold's Financial
       Corporation, Harold's Direct, Inc., Harold's  Stores  of
       Texas,  L.P.,  Harold's  Stores of  Georgia,  L.P.,  and
       Harold's of Jackson, Inc. (Incorporated by reference  to
       Exhibit  10.31  to Form 10-K for the year ended  January
       31, 2004).

10.3   Second Amendment to Loan and Security Agreement dated as
2      of  April  29,  2004,  by and among Wells  Fargo  Retail
       Finance,  LLC, Harold's Stores, Inc., Harold's Financial
       Corporation, Harold's Direct, Inc., Harold's  Stores  of
       Texas,  L.P.,  Harold's  Stores of  Georgia,  L.P.,  and
       Harold's of Jackson, Inc. (Incorporated by reference  to
       Exhibit  10.32  to Form 10-K for the year ended  January
       31, 2004).

22.1   Subsidiaries  of Company  (Incorporated by Reference  to
       Exhibit   22.1  to  Form  8-B  Registration   Statement,
       Registration No. 1-10892).

31.1   Certification  of  Chief Executive Officer  Pursuant  to
       Rule  13a-14(a)  under the Securities  Exchange  Act  of
       1934.

31.2   Certification  of  Chief Financial Officer  Pursuant  to
       Rule  13a-14(a)  under the Securities  Exchange  Act  of
       1934.

32.1   Certification of Chief Executive Officer Pursuant to  18
       U.S.C. Section 1350.

32.2   Certification of Chief Financial Officer Pursuant to  18
       U.S.C. Section 1350
___________________________
*   Constitutes  a  management  contract  or  compensatory  plan  or
arrangement required to be filed as an exhibit to this report.