16

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                   __________________________
                                
                            FORM 10-Q

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
               THE SECURITIES EXCHANGE ACT OF 1934
                                
                                
                                
     For the quarterly period ended                Commission File No. 1-
              May 2, 1998                                   10892
                                
                                
                      HAROLD'S STORES, INC.
     (Exact name of registrant as specified in its charter)
                                
                                
                                
                 Oklahoma                               73-1308796
      (State or other jurisdiction of                 (IRS Employer
      incorporation or organization)               Identification No.)
                     
      765 Asp Norman, Oklahoma  73069                 (405) 329-4045
     (Address of  principal executive                 (Registrant's
                 offices)                           telephone number,
                (Zip Code)                            including area
                                                          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              .


              APPLICABLE ONLY TO CORPORATE ISSUERS:


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

As  of  June 10, 1998, the registrant had 6,062,552  shares  of
Common Stock outstanding.

             Harold's Stores, Inc. and Subsidiaries
                            Index to
                  Quarterly Report on Form 10-Q
                For the Period Ended May 2, 1998
                                

Part I. - FINANCIAL INFORMATION                                        Page

     Item 1.   Financial Statements

           Consolidated Balance Sheets - May 2, 1998  (unaudited)
           and January 31, 1998.                                          3
          

          Consolidated Statements of Earnings -
               Thirteen Weeks ended May 2, 1998 (unaudited) and
               May 3, 1997 (unaudited)                                    5

          Consolidated Statements of Stockholders' Equity -
               Thirteen Weeks ended May 2, 1998 (unaudited) and
               May 3,  1997 (unaudited)                                   6

          Consolidated Statements of Cash Flows -
               Thirteen Weeks ended May 2, 1998 (unaudited) and
               May 3, 1997 (unaudited)                                    7

          Notes to Interim Consolidated Financial Statements -
                 May   2,  1998  (unaudited)  and  May  3,   1997
                 (unaudited)                                              8


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

Part II - OTHER INFORMATION

     Item 1.   Legal Proceedings                                         11

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


     Signature                                                           13
             HAROLD'S STORES, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                             ASSETS
                         (In Thousands)
                                
                                              May 2, 1998   January 31, 1998    
                                                                     
                                               (unaudited)  
                                                            
 Current assets:                                            
                                                                         
    Cash                                        $      44             130
    Trade accounts receivable, less                                      
      allowance                                     6,413           5,822
      for doubtful accounts of $231 in
      1999 and $228 in 1998
    Other accounts receivable                         726             886
    Merchandise inventories                        28,026          31,440
    Prepaid expenses                                2,316           2,688
    Prepaid income tax                                677             961
    Deferred income taxes                           1,154           1,154
                                                                         
    Total current assets                           39,356          43,081
                                                                         
 Property and equipment, at cost                   29,676          28,533
 Less accumulated depreciation and                (10,906)       (10,197)
 amortization
                                                                         
    Net property and equipment                     18,770          18,336
                                                                         
 Other receivables, non-current                     2,107           2,084
 Other assets                                         281             428
                                                                         
                                                                         
    Total assets                                $  60,514          63,929
                                





















    See accompanying notes to interim consolidated financial
                           statements.

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

                                                May 2, 1998  January 31,
                                                             1998
                                                (unaudited)               
                                                                          
 Current liabilities:                                                     
                                                                          
    Current maturities of long-term debt         $      490            734
    Accounts payable                                  5,243          4,789
    Redeemable gift certificates                        646            916
    Accrued bonuses and payroll expenses              1,411            953
    Accrued rent expense                                103            259
                                                                          
           Total current liabilities                  7,893          7,651
                                                                          
 Long-term debt, net of current maturities           15,573         19,708
 Deferred income taxes                                  104            104
                                                                          
                                                                          
 Stockholders' equity:                                                    
                                                                          
    Preferred stock of $.01 par value                                     
       Authorized 1,000,000 shares; none                  -              -
         issued
    Common stock of $.01 par value                                        
       Authorized 25,000,000 shares; issued and          61             60
         outstanding 6,054,226 in May;
         6,044,105 in January
     Additional paid-in capital                      34,013         33,947
     Retained earnings                                2,870          2,459
                                                                          
       Total stockholders' equity                    36,944         36,466
                                                                          
                                                                          
       Total liabilities and stockholders'        $  60,514         63,929
       equity

















    See accompanying notes to interim consolidated financial
                           statements.

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

                                       13 Weeks    13 Weeks
                                          Ended       Ended
                                         May 2,      May 3,
                                           1998        1997
                                               
                                          (Unaudited)
                                                           
                                                           
 Sales                               $   33,541      28,408
                                                           
 Costs and expenses:                                       
    Cost of goods sold                   22,317      18,746
      (including occupancy and
      central  buying expenses,
      exclusive of items shown
      separately below)
                                                           
   Selling,    general    and             6,868       5,634
    administrative expenses
                                                           
    Advertising (includes catalog         2,444       2,818
     production costs)
                                                           
    Depreciation and amortization           918         838
                                                           
    Interest expense                        227         161      
                                           
                                                           
                                         32,774      28,197      
                                                     
                                                           
 Earnings before income taxes  and                         
    cumulative effect of                    767         211
    change in accounting principle
                                                           
    Provision for income taxes              306          84     
                                          
                                                           
                                                           
 Net  earnings  before  cumulative          461         127
    effect of change in
    accounting principle
                                                           
    Cumulative effect of change in                         
    accounting principle                     50           -
                                                           
 Net earnings                           $   411         127
                                          
                                                           
 Net earnings per common share                             
 before cumulative effect
    of change in accounting
 principle:
    Basic and diluted                    $  .08         .02 
                                           
                                                           
 Net earnings per common share:                            
    Basic and diluted                    $  .07         .02 
                                           
                                                           
 Weighted average number of common                         
 shares                               6,050,599   5,924,087
                                
                                






    See accompanying notes to interim consolidated financial
                           statements.
                                
              HAROLD'S STORES INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     (Dollars in Thousands)
                                
                                
                                            13 Weeks     13 Weeks
                                               Ended        Ended
                                         May 2, 1998  May 3, 1997
                                                (Unaudited)
                                                      
 Common stock:                                        
                                                      
    Balance, beginning of period           $      60           57 
                                                 
                                                                 
    Employee Stock Purchase Plan                   1            -
                                                   
                                                                 
    Balance, end of period                 $      61           57
                                                 
                                                                 
 Additional paid-in capital:                                     
                                                                 
    Balance, beginning of period              33,947       31,548
                                                                 
    Employee Stock Purchase Plan                  66           93
                                                 
                                                                 
    Balance, end of period               $    34,013       31,641
                                                                 
                                                                 
 Retained earnings:                                              
                                                                 
    Balance, beginning of period               2,459        4,430
                                                                 
    Net earnings                                 411          127
                                                
                                                                 
    Balance, end of period               $     2,870        4,557



















     See accompanying notes to interim consolidated financial
                           statements.
                                
             HAROLD'S STORES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In Thousands)
                                
                                            13 Weeks    13 Weeks
                                               Ended       Ended
                                         May 2, 1998 May 3, 1997
                                                    (Unaudited)
 Cash flows from operating activities:                          
 Net earnings                           $        411         127  
                                                
 Adjustments to reconcile net earnings                          
 to net cash
    provided by operating activities:
    Depreciation and amortization                918         838
    Shares issued under employee                  67          93
 incentive plan
    Changes in assets and liabilities:                          
       Increase in trade and other             (585)        (720)
 accounts receivable
       Decrease (increase) in                  3,414        (803)
 merchandise inventories
       Decrease in prepaid income taxes          284           -
       Decrease in other assets                  147         367
       Decrease (increase) in prepaid            372        (384)
 expenses
       Increase (decrease) in accounts           454      (2,181)
 payable
       Increase in income taxes payable            -        (452)
       Increase (decrease) in accrued                            
 expenses                                         32        (978)
                                                                
 Net cash provided by (used in)                                  
 operating activities                          5,514      (4,093)
                                                                
 Cash flows from investing activities:                          
    Acquisition of property and              (1,355)      (2,253)
 equipment
    Proceeds from disposal of property             3           -
 and equipment
    Payment of principal on term loan                           
 to others                                       131          46
                                                                
 Net cash used in investing activities       (1,221)      (2,207)              
                                            
                                                                
 Cash flows from financing activities:                          
    Advances on revolving line of              9,316      13,807
 credit
    Payments of revolving line of           (13,423)      (8,460)
 credit
    Borrowings on long-term debt                   -       1,024
    Payments of long-term debt                                   
                                               (272)         (50)
                                                                
 Net cash provided by (used in)                                 
 financing activities                        (4,379)       6,321
                                                                
 Net increase (decrease)  in cash and           (86)          21
 cash equivalents
 Cash and cash equivalents at beginning                         
 of period                                       130         433
 Cash and cash equivalents at end of       $      44        454 
 period                                                   
                                                                










      See accompanying notes to interim consolidated financial
                           statements.
                                
             HAROLD'S STORES, INC. AND SUBSIDIARIES
       NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                   May 2, 1998 and May 3, 1997
                           (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 May 2, 1998 and  the  results  of  its
operations  and cash flows for the thirteen week periods  ended
May 2, 1998 and May 3, 1997.  The results of operations for the
thirteen  weeks  ended May 2, 1998 and  May  3,  1997  are  not
necessarily indicative of the results of operations that may be
achieved for the entire fiscal year.

2.   Definition of Fiscal Year

     The Company has a 52-53 week fiscal year which ends on the
Saturday  closest to January 31.  The period from  February  1,
1998  through January 30, 1999, has been designated  as  fiscal
1999.

3.   Reclassifications

     Certain comparative prior year amounts in the consolidated
financial statements have been reclassified to conform with the
current year presentation.


4.   Net Earnings Per Common Share

      Basic  earnings  per  common share  are  based  upon  the
weighted average number of common shares outstanding during the
period  restated for the five percent stock dividend in  fiscal
1998.   Diluted  earnings  per  share  reflects  the  potential
dilution  that  could occur if the Company's outstanding  stock
options  were  exercised (calculated using the  treasury  stock
method).


                                                             
                                            13 Weeks     13 Weeks
                                            ended May    ended May
                                             2, 1998      3, 1997
                                            (Amounts in thousands,
                                            except per share data)
                                                             
Net earnings applicable to common          $       411          127
shares, basic and diluted
                                                                   
Weighted average number of common                6,051        5,924
shares outstanding - basic
Dilutive effect of potential common                                
shares issuable upon                                 5           113
     exercise of employee stock                     
options
Weighted average number of common                6,056         6,037
shares outstanding - diluted                  
                                                                   
Net earnings per common share:                                     
     Basic and Diluted                     $      0.07         0.02    
                                                              


5.   Adoption of New Accounting Pronouncement

     The Company elected early adoption of The American Institute
of  Certified Public Accountants Statement of Position (SOP) 98-5
"Reporting  on  the  Costs  of  Start-Up  Activities"   This  SOP
requires   that   costs  incurred  during  start-up   activities,
including  organization  costs, be  expensed  as  incurred.   The
$83,000  effect  ($50,000 net of tax) of this early  adoption  is
reported  as  the  cumulative effect of a  change  in  accounting
principle. Had the Company not elected early adoption of SOP  98-
5, net earnings would have increased by $12,000.


                                
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

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

                                  52 Weeks      13 Weeks        13 Weeks
                                     Ended         Ended           Ended
                               January 31,   May 2, 1998     May 3, 1997
                                      1998
                                                                        
 Sales                              100.0%        100.0%          100.0%
                                                                        
 Cost of goods sold                (68.2)         (66.5)          (66.0)
    (including occupancy
 and central buying
     expenses, exclusive of
 items shown
     separately below)
                                                                        
 Selling, general and              (19.9)         (20.5)          (19.8)
 administrative expenses
 
 Advertising expense                (8.3)          (7.3)         (9.9)
    (includes catalog
 production costs)
                                                                        
 Depreciation and                   (2.9)          (2.7)           (2.9)
 amortization
                                                                        
 Interest expense                   (0.7)          (0.7)           (0.6)
                                    
                                                                        
 Earnings before income               0.0           2.3            0.8
 taxes and cumulative
    effect of change in
 accounting principle
                                                                      
 Provision for income taxes           0.0          (0.9)         (0.3)         
                                 
                                                                      
 Net earnings before                  0.0           1.4            0.5
 cumulative effect of
    accounting principle
                                                                      
 Cumulative effect of change                                          
 in accounting                          -          (0.2)             -
    principle
                                                                        
 Net earnings                         0.0%          1.2%           0.5%
                                  


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

                                    13 Weeks      13 Weeks
                                       Ended         Ended
                                 May 2, 1998   May 3, 1997
                                              
 Store sales (000's)               $ 30,465       $25,629
 Catalog sales (000's)                3,076         2,779
                                                         
 Net sales (000's)                   33,541        28,408
                                                          
 Total sales growth                   18.1%         15.8%
 Growth in comparable store          (0.8)%         (3.7)%
 sales (52 week basis)
 Growth in catalog sales              10.7%          9.8%

                                                          
 Store locations:                                         
 Existing stores beginning of            41            36
 period
 New stores opened during                                
 period                                   1             1
    Total stores at end of                               
 period                                  42            37


     The opening of new stores, the expansion of existing stores,
as  well  as  an increase in catalog sales contributed  to  total
sales growth for the first quarters of fiscal 1999 and 1998.  The
Company  opened one store in San Antonio, Texas during the  first
quarter ended May 2, 1998.

      Comparable store sales declined during the thirteen  week
period  of  fiscal 1999. The Company believes that the  decline
experienced  in  comparable store sales during the  period  was
primarily  attributable to the opening of  a  second  store  in
several  key markets, including: Birmingham, Alabama;  Memphis,
Tennessee; San Antonio, Texas and Norman, Oklahoma.

      The  Company's gross margin declined from  34.0%  in  the
quarter ended May 3, 1997 to 33.5% during comparable period  in
the  current  fiscal  year.  The Company  experienced  slightly
higher markdowns due to excess inventory levels, resulting from
lower than anticipated sales.

      The combined total of selling, general and administrative
expenses  and advertising expense (including catalog production
costs) declined from 29.7% of sales in the quarter ended May 3,
1997  to  27.8% in the comparable period of the current  fiscal
year.  This decline is primarily attributable to a reduction in
catalog  production costs resulting from the Company's  efforts
to  better  control  the  expansion and  profitability  of  the
catalog operations.

       The  average  balance  on  total  outstanding  debt  was
$18,314,000  for  the  quarter ended May 2,  1998  compared  to
$15,473,000 for the comparable period in the prior fiscal year.
This  increase  in  average balances resulted principally  from
increases  related to working capital needs.  Average  interest
rates  on  the Company's line of credit were approximately  the
same  for  the  quarter ended May 2, 1998  and  the  comparable
quarter  in  the  prior fiscal year.  As the  Company's  growth
continues,  cash  flow  may require additional  borrowed  funds
which may cause an increase in interest expense.

Capital Expenditures, Capital Resources and Liquidity

      Cash  Flows  From Operating Activities.  For the  quarter
ended  May  2, 1998, net cash provided by operating  activities
was  $5,514,000  as  compared to net  cash  used  in  operating
activities  of $4,093,000 for the same period in  fiscal  1998.
The  significant  increase can be partially attributable  to  a
$3,414,000  decrease  in  the  Company's  inventories  for  the
quarter  ended  May  2, 1998, as compared  to  an  increase  of
$803,000  during the first quarter of fiscal 1998.   Management
expects   the   dollar  amount  of  the  Company's  merchandise
inventories  to  increase  with the expansion  of  its  product
development  programs, private label merchandise and  chain  of
retail   stores,  with  related  increases  in  trade  accounts
receivable  and accounts payable.  Period to period differences
in  timing  of inventory purchases and deliveries  will  affect
comparability of cash flows from operating activities.

      In  addition, the difference in cash flows from operating
activities  is  partially  due  to  (i)  the  timing  of   cash
disbursements  as reflected in an increase in accounts  payable
of  $454,000  compared  to a decrease in  accounts  payable  of
$2,181,000 during the first quarter of fiscal 1998 and  (ii)  a
decrease in prepaid expenses of $372,000 for the quarter  ended
May 2, 1998, as compared to an increase in prepaid expenses  of
$384,000 during the first quarter of fiscal 1998.

      Cash  Flows From Investing Activities.   For the  quarter
ended  May  2, 1998, net cash used in investing activities  was
$1,221,000  as  compared to $2,207,000 for  the  first  quarter
ended May 3, 1997.  Capital expenditures totaled $1,355,000 for
the  first quarter ended May 2, 1998 compared to $2,253,000 for
the  quarter  ended  May 3, 1997.  Capital expenditures  during
such  periods  were invested in new stores and  remodeling  and
equipment expenditures in existing operations.


      Cash Flows From Financing Activities.  During the quarter
ended  May 2, 1998, the Company made periodic borrowings  under
its revolving long-term line of credit to finance its inventory
purchases,  product  development and  private  label  programs,
store expansion, remodeling and equipment purchases.

      The Company has available a long term line of credit with
its  bank.  This line had an average balance of $13,162,000 and
$13,403,000  for  the first quarter of fiscal  1998  and  1997,
respectively.  During the first quarter ended May 2, 1998, this
line  of  credit had a high balance of $15,292,000 and  a  high
balance of $16,532,000 for the first quarter ended May 3, 1997.
The balance outstanding on May 2, 1998 was $10,929,000 compared
to $16,532,000 on May 3, 1997.

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

                               January      May 2,        May 3,
                              31, 1998        1998          1997
                                                                
 Working capital (000's)       $35,430     $31,463       $33,502
 Current ratio                  5.63:1      4.98:1        5.51:1
 Ratio of working capital        .55:1       .52:1         .54:1
 to total assets
 Ratio of total debt to          .56:1       .43:1         .52:1
 stockholders' equity

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

Seasonality

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

Inflation

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

                                
                             PART II
                                
ITEM 1.   LEGAL PROCEEDINGS
                                

NONE
                                

                                

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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


No.                           Description                             Page
                                
10.24*    Employment and Deferred Compensation Agreement dated         N/A
          February 1, 1998 between Registrant and Rebecca Powell
          Casey

10.25*    Employment and Deferred Compensation Agreement dated         N/A 
          February 1, 1998 between Registrant and Harold G. Powell

10.26*    Employment and Deferred Compensation Agreement dated         N/A    
          February 1, 1998 between Registrant and H. Rainey
          Powell

27.1      Financial Data Schedule                                      N/A

     (b)  Reports on Form 8-K; There were no reports on Form 8-K
          filed by the Company during the fiscal quarter ended May 2,
          1998.


____________________________
*    Constitutes a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report.
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                            SIGNATURE


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



                             HAROLD'S STORES, INC.

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


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

                                                               
                                
Date:     June  16, 1998


                      REBECCA POWELL CASEY
                      EMPLOYMENT AGREEMENT



          THIS AGREEMENT, made and effective as of the 1st day of
February,  1998, between HAROLD'S STORES, INC. ("Harold's"),  and
REBECCA POWELL CASEY ("Casey").

          WHEREAS,  Harold's desires to secure  the  services  of
Casey and Casey desires to accept such employment.

          NOW,   THEREFORE,  in  consideration  of   the   mutual
covenants contained herein, Harold's and Casey agree as follows:

          1.01  Employment of Casey.  Casey will render full time
professional services to Harold's in the capacity of Chairman  of
the  Board and Chief Executive Officer of Harold's and such other
affiliates and subsidiaries as may be designated by the Board  of
Directors of Harold's from time to time.  She will at all  times,
faithfully, industriously and to the best of her ability, perform
all  duties that may be required of her and as set forth  in  the
Bylaws  of Harold's by virtue of her position as Chairman of  the
Board  and Chief Executive Officer to the reasonable satisfaction
of  the  Board  of  Directors  of  Harold's.   Her  duties  shall
specifically  include  supervision  of  personnel  and  financial
matters,  attendance at meetings of the Board and the  making  of
reports  to  the Board. Casey is hereby vested with authority  to
act  on  behalf of the Board in keeping with policies adopted  by
the  Board, as amended from time to time.  In addition, she shall
perform  in  the  same  manner  any special  duties  assigned  or
delegated to her by the Board.

          2.01   Compensation.  In consideration for the services
which  Casey performs as Chief Executive Officer, Harold's agrees
to pay her as follows:

               2.01(a)  Base Salary. Casey shall receive  a  base
          salary   of   Two   Hundred  Twenty  Thousand   Dollars
          ($220,000.00)  per year, which shall  be  paid  to  her
          bi-weekly.

               2.01(b)   Cash  Bonus.  Annually, Casey  shall  be
          entitled to a consideration for cash bonus in an amount
          approved by Harold's Compensation Committee.

               2.01(c)  Stock Bonuses. Casey shall be entitled to
          participate in any stock bonus program adopted  by  the
          Board  of  Directors for the benefit of  the  executive
          officers,  upon  such terms as shall be established  by
          the Board of Directors.

          3.01   Fringe Benefits.  Except as specified  below  to
indicate  minimums,  Casey shall receive  such  fringe  benefits,
including  life, health, dental, disability and  other  forms  of
insurance,  sick leave, vacation, automobile, professional  dues,
community, civic and country club memberships as other  executive
officers of Harold's receive from time to time.
               3.01(a)   Vacation.  Casey shall  be  entitled  to
          three  (3) weeks of compensated vacation time annually.
          Unused vacation may not be accumulated.

               3.01(b)  Meetings. Casey will be permitted  to  be
          absent  from  Harold's during working  days  to  attend
          meetings  and  to  attend to such outside  professional
          duties in the retailing field as she deems appropriate.
          Attendance at such meetings and accomplishment of  such
          duties  shall  be  fully compensated service  time  and
          shall  not be considered vacation time.  Harold's shall
          reimburse  Casey  for  all  expenses  incurred  by  her
          incident  to  attendance  at such  meetings,  and  such
          entertainment incurred by Casey in furtherance  of  the
          interests  of  Harold's; provided, however,  that  such
          reimbursement shall be approved by the Board.

               3.01(c)   Dues and Fees.  Harold's agrees  to  pay
          dues   and   fees  to  professional  associations   and
          societies  and  to such community organizations,  civic
          clubs,  country clubs, service organizations and  other
          organizations of which Casey is, or becomes, a member.

               3.01(d)  Insurance and Automobile.  Harold's  also
          agrees to:

                    (i)  Insure Casey under its general liability
                         insurance  policy for all acts  done  by
                         her  in  good  faith as Chief  Executive
                         Officer  throughout  the  term  of  this
                         contract;

                               (ii) Provide, throughout the  term
                         of this contract, a group life insurance
                         policy,  payable to the  beneficiary  of
                         his choice;

                                 (iii)       Provide   disability
                         insurance  for  Casey  payable  to   the
                         beneficiary of her choice;

                               (iv) Provide comprehensive health,
                         major  medical and dental insurance  for
                         Casey and her family; and

                    (v)  Continue  furnishing for Casey  for  the
                         first  three  (3) years of the  term  of
                         this   Agreement,  the   vehicle   which
                         Harold's currently furnishes to her, and
                         pay or reimburse her for expenses of its
                         operation,  including, but  not  limited
                         to,  insurance.  After three (3)  years,
                         Casey   shall  be  entitled  to  a   new
                         vehicle, in accordance with the Board of
                         Directors'   guidelines  governing   the
                         purchase of vehicles for officers  which
                         are in effect at that time.

          4.01   Duration.  This Agreement shall extend from  the
date  first above written until January 31, 2003, unless mutually
extended by Casey and Harold's.
          4.02  Termination.  This Agreement shall terminate upon
the death of Casey and may be terminated by either party upon the
showing of "good cause."  In the event there is a dispute  as  to
the  existence  of good cause, the dispute shall be  referred  to
arbitration  in  accordance  with  the  rules  of  the   American
Arbitration  Association.   The  cost  of  arbitration  shall  be
divided equally between the parties.

          5.01  Entire Agreement.  This contract constitutes  the
entire  agreement  between  the  parties  and  contains  all  the
agreements  between  them  with respect  to  the  subject  matter
hereof.   It  also  supersedes any and all  other  agreements  or
contracts,  either  oral  or written, between  the  parties  with
respect to the subject matter hereof.

          5.02   Amendment.   Except  as  otherwise  specifically
provided,  the  terms  and conditions of  this  contract  may  be
amended  at any time by mutual agreement of the parties, provided
that  before any amendment shall be valid or effective, it  shall
have  been reduced to writing and signed by an executive  officer
and Casey.

          5.03  Separability.  The invalidity or unenforceability
of any particular provision of this contract shall not affect its
other  provisions, and this contract shall be  construed  in  all
respects  as if such invalid or unenforceable provision had  been
omitted.

          5.04  Successors.  This Agreement shall be binding upon
and inure to the benefit of Harold's, its successors and assigns,
and  shall be binding upon Casey,  her administrators, executors,
legatees, heirs and assigns.

          5.05    Applicable  Law.   This  Agreement   shall   be
construed and enforced under and in accordance with the  laws  of
the  State of Oklahoma without giving effect to its conflicts  of
laws provisions.

          THIS     CONTRACT    SIGNED    this          day     of
, 1998.


ATTEST:                            HAROLD'S STORES, INC.


                              By:
                                   H. RAINEY POWELL, PRESIDENT
                                   

WITNESS:

                                  
                                   REBECCA POWELL CASEY


                        HAROLD G. POWELL
         EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENT



          THIS AGREEMENT, made and effective as of the 1st day of
February,  1998, between HAROLD'S STORES, INC. ("Harold's"),  and
HAROLD G. POWELL ("Powell"),

          WHEREAS,  Harold's desires to secure  the  services  of
Powell, and Powell desires to accept such employment.

          NOW,   THEREFORE,  in  consideration  of   the   mutual
covenants contained herein, Harold's and Powell agree as follows:

          1.01    Employment  of  Powell.   Powell  will   render
professional services to Harold's in the capacity of Chairman  of
the  Board  Emeritus  of Harold's and such other  affiliates  and
subsidiaries  as may be designated by the Board of  Directors  of
Harold's  from  time to time.  He will at all times,  faithfully,
industriously and to the best of his ability, perform all  duties
that  may  be required of him and as established by the Board  of
Directors   or   the  Bylaws  of  Harold's.   His  duties   shall
specifically include attendance at meetings of the Board.  Powell
is  hereby vested with authority to act on behalf of the Board in
keeping with policies adopted by the Board, as amended from  time
to  time.   In addition, he shall perform in the same manner  any
special duties assigned or delegated to him by the Board.

          2.01   Compensation.  In consideration for the services
which  Powell performs as Chairman of the Board, Harold's  agrees
to pay him as follows:

                 2.01(a)  Base Salary.  Powell shall receive a
            base  salary of One Hundred  Twenty-Five  Thousand
            Dollars  ($125,000.00) per year,  which  shall  be
            paid to him bi-weekly.
  
                 2.01(b)  Cash Bonus.  Annually, Powell  shall
            be  entitled to consideration for  a cash bonus in
            an   amount   approved  by  Harold's  Compensation
            Committee.
  
                 2.01(c)   Stock  Bonuses.   Powell  shall  be
            entitled to participate in any stock bonus program
            adopted  by the Board of Directors for the benefit
            of  the  executive officers, upon  such  terms  as
            shall be established by the Board of Directors.
  
            2.02Deferred Compensation.  In addition,  Harold's
  agrees  to deferred compensation for Powell in an amount  of
  Twenty-Five Thousand Dollars ($25,000.00) per annum.
  
               2.02(a)   Method of Payment.  Upon the termination
          of the employment of Powell by Harold's for any reason,
          the  full  amount  of  the deferred  compensation  then
          earned  shall  be paid out to Powell  in  such  of  the
          following manners as he may select:

                                        (i)      A    lump    sum
                         distribution;
                               (ii)  Installment payments over  a
               fixed period of time;

                              (iii)     Installment payments over
               the  balance of Powell's lifetime based  upon  the
               actuarial assumptions described below; or

                               (iv)  Such other method of payment
               as   mutually  agreed  upon  between  Powell   and
               Harold's.

               2.02(b)   Actuarial and Interest Assumptions.   In
          computing  monthly or other installments,  calculations
          shall  be  made  based on an assumed rate  of  interest
          equal to the one-year Treasury Bill Rate as of the date
          of termination.  Actuarial assumptions shall be made by
          an  actuary chosen by the Board of Harold's in its sole
          discretion.  Any such actuary shall use the 1997 Unisex
          Mortality  Tables.  The Board shall have the  authority
          to  give the actuary any additional instructions needed
          to make necessary calculations.

               2.02(c)   Disability of Powell.  In the  event  of
          the  disability  of Powell to such an  extent  that  he
          should  not  be  able  to continue  his  employment  at
          Harold's  as determined in the sole discretion  of  the
          Board, the deferred compensation benefits

          payable  under this Agreement shall commence  with  the
          date  of the determination by the Board that Powell  is
          so disabled.

               2.02(d)   Death of Powell.  In the  event  of  the
          death   of   Powell,  the  amount   in   the   deferred
          compensation  account of Powell shall be  paid  to  the
          Anna  M. Powell or as otherwise arranged by Powell with
          Harold's in writing.

               2.02(e)   Source  of  Funds.   Harold's   has   no
          obligation to set aside, earmark or entrust any fund or
          money  with  which  to pay its obligations  under  this
          Agreement.   Powell  is  to  be  and  remain  simply  a
          creditor  of Harold's in the same manner as  any  other
          creditor   having  a  claim  for  unpaid  compensation.
          Harold's  reserves the absolute right, at its sole  and
          exclusive discretion, either to fund or to refrain from
          funding  its  obligations  under  this  Agreement.   If
          Harold's  should  choose to fund its  obligations  with
          life  insurance or annuity contracts, or both, Harold's
          reserves the absolute right, in its sole discretion, to
          terminate  such life insurance or annuity  contract  or
          contracts  at  any time.  At no time should  Powell  be
          deemed  to have any right, title or interest in  or  to
          any  specified  asset or assets of Harold's,  including
          any  life  insurance or annuity contract.  Powell  does
          agree,  however,  to  cooperate with  Harold's  in  the
          funding  of  the  obligation  of  Harold's  under  this
          Agreement  in  such manner as may be determined  to  be
          appropriate  by  it and to furnish medical  information
          and  sign  appropriate forms and  applications  at  the
          direction of Harold's.

          3.01   Fringe Benefits.  Except as specified  below  to
indicate  minimums,  Powell shall receive such  fringe  benefits,
including  life, health, dental, disability and  other  forms  of
insurance,  sick leave, vacation, automobile, professional  dues,
community, civic and country club memberships as other  executive
officers of Harold's receive from time to time.

               3.01(a)   Vacation.  Powell shall be  entitled  to
          four  (4)  weeks of compensated vacation time annually.
          Unused vacation time may not be accumulated.

               3.01(b)  Meetings.  Powell will be permitted to be
          absent  from  Harold's during working  days  to  attend
          meetings  and  to  attend to such outside  professional
          duties  in the retailing field as he deems appropriate.
          Attendance at such meetings and accomplishment of  such
          duties  shall  be  fully compensated service  time  and
          shall  not be considered vacation time.  Harold's shall
          reimburse  Powell  for  all expenses  incurred  by  him
          incident  to  attendance  at such  meetings,  and  such
          entertainment incurred by Powell in furtherance of  the
          interests  of  Harold's; provided, however,  that  such
          reimbursement shall be approved by the Board.

               3.01(c)  Duties and Fees.  Harold's agrees to  pay
          dues   and   fees  to  professional  associations   and
          societies  and  to such community organizations,  civic
          clubs,  country clubs, service organizations and  other
          organizations of which Powell is, or becomes, a member.

               3.01(d)  Insurance and Automobile.  Harold's  also
          agrees to:

                         (i)   Insure  Powell under  its  general
                         liability insurance policy for all  acts
                         done by him in good faith as Chairman of
                         the  Board throughout the term  of  this
                         contract;

                     (ii)  Provide, throughout the term  of  this
               contract,  a group life insurance policy,  payable
               to the beneficiary of his choice;

                                 (iii)       Provide   disability
               insurance  for Powell, payable to the  beneficiary
               of his choice;

                               (iv) Provide comprehensive health,
               major medical and dental insurance for Powell  and
               his family; and

                                        (v)   Continue furnishing
                         to  Powell,  for  the term  hereof,  the
                         vehicle    which   Harold's    currently
                         furnishes  to him for business purposes,
                         and to pay or reimburse him for expenses
                         of  its  operation, including,  but  not
                         limited to, insurance.

          4.01   Duration.  The Agreement shall extend  from  the
date  first above written until January 31, 1999, unless mutually
extended by Powell and Harold's.
          4.02   Consulting by Powell.  Upon the  termination  of
this  Agreement other than because of the death or disability  of
Powell,  or  as set forth in Sections 4.03 or 4.04 below,  Powell
shall  act  as a general advisor and consultant to the management
of  Harold's for a period of ten (10) years.  Powell shall devote
such time as shall be necessary to perform his consulting duties,
subject to reasonable vacations compatible with his position, and
with  due regard for preservation of his health.  Because of  the
goodwill  attributable to Powell's association with Harold's  and
the  desire  of  Harold's  to prevent  Powell's  expertise  being
availed  of by its competitors, Harold's agrees to pay to  Powell
the   compensation  set  forth  below,  notwithstanding  Powell's
disability or other inability to render such services.   Harold's
shall   pay   to  Powell  the  sum  of  Fifty  Thousand   Dollars
($50,000.00) per annum for such services.

          4.03   Termination.   The Board may terminate  Powell's
duties  as Chairman of the Board Emeritus only for acts involving
willful  malfeasance in office as determined  in  good  faith  by
majority vote of the entire Board.  Such termination shall become
effective when such vote is taken.  Written notice shall be given
Powell of such termination, specifying the effective date.  After
such  termination,  all rights, duties and  obligations  of  both
parties shall cease, except that Powell shall be entitled to  the
payments provided for in section 2.02 of this Agreement.

          4.04   Termination by Powell.  Should  Powell,  in  his
discretion, elect to terminate this contract for any other reason
than  as  stated in Section 4.03 above, he shall give  the  Board
ninety (90) days written notice of his decision to terminate.  At
the  end  of  these  ninety (90) days,  all  rights,  duties  and
obligations of both parties to the contract shall cease.

          5.01  Entire Agreement.  This contract constitutes  the
entire  agreement  between  the parties,  and  contains  all  the
agreements  between  them  with respect  to  the  subject  matter
hereof.   It  also  supersedes any and all  other  agreements  or
contracts,  either  oral  or written, between  the  parties  with
respect to the subject matter hereof.

          5.02   Amendment.   Except  as  otherwise  specifically
provided,  the  terms  and conditions of  this  contract  may  be
amended  at any time by mutual agreement of the parties, provided
that  before any amendment shall be valid or effective, it  shall
have  been  reduced  to writing and signed by  the  President  of
Harold's and Powell.

          5.03  Separability.  The invalidity or unenforceability
of any particular provision of this contract shall not affect its
other  provisions, and this contract shall be  construed  in  all
respects  as if such invalid or unenforceable provision had  been
omitted.

          5.04  Successors.  This Agreement shall be binding upon
and inure to the benefit of Harold's, its successors and assigns,
and  shall be binding upon Powell, his administrators, executors,
legatees, heirs and assigns.



          5.05    Applicable  Law.   This  Agreement   shall   be
construed and enforced under and in accordance with the  laws  of
the  State of Oklahoma without giving effect to its conflicts  of
laws provisions.

          THIS CONTRACT signed this      day of            day of
, 1998.



ATTEST:                            HAROLD'S STORES, INC.


                                                              By:
                                   H. RAINEY POWELL, PRESIDENT


WITNESS:
                                                                 
                                   HAROLD G. POWELL



                        H. RAINEY POWELL
                      EMPLOYMENT AGREEMENT



          THIS AGREEMENT, made and effective as of the 1st day of
February,  1998, between HAROLD'S STORES, INC. ("Harold's"),  and
H. RAINEY POWELL ("Powell").

          WHEREAS,  Harold's desires to secure  the  services  of
Powell, and Powell desires to accept such employment.

          NOW,   THEREFORE,  in  consideration  of   the   mutual
covenants contained herein, Harold's and Powell agree as follows:

          1.01   Employment of Powell.  Powell will  render  full
time  professional  services  to  Harold's  in  the  capacity  of
President and Chief Operating Officer of Harold's and such  other
affiliates and subsidiaries as may be designated by the Board  of
Directors  of Harold's from time to time.  He will at all  times,
faithfully, industriously and to the best of his ability, perform
all  duties that may be required of him and as set forth  in  the
Bylaws  of  Harold's by virtue of his position as  President  and
Chief  Operating  Officer to the reasonable satisfaction  of  the
Board  of  Directors of Harold's.  His duties shall  specifically
include   supervision   of  personnel  and   financial   matters,
attendance at meetings of the Board and the making of reports  to
the  Board.   Powell is hereby vested with authority  to  act  on
behalf  of  the  Board in keeping with policies  adopted  by  the
Board,  as  amended  from time to time.  In  addition,  he  shall
perform  in  the  same  manner  any special  duties  assigned  or
delegated to him by the Board.

          2.01   Compensation.  In consideration for the services
which  Powell performs as President and Chief Operating  Officer,
Harold's agrees to pay him as follows:

               2.01(a)  Base Salary.  Powell shall receive a base
          salary   of   One   Hundred  Eighty  Thousand   Dollars
          ($180,000.00)  per year, which shall  be  paid  to  him
          bi-weekly.

               2.01(b)   Cash Bonus.  Annually, Powell  shall  be
          entitled to consideration for a cash bonus in an amount
          approved by Harold's Compensation Committee.

               2.01(c)   Stock Bonuses.  Powell shall be entitled
          to  participate in any stock bonus program  adopted  by
          the Board of Directors for the benefit of the executive
          officers,  upon  such terms as shall be established  by
          the Board of Directors.

          3.01   Fringe Benefits.  Except as specified  below  to
indicate  minimums,  Powell shall receive such  fringe  benefits,
including  life, health, dental, disability and  other  forms  of
insurance,
sick  leave, vacation, automobile, professional dues,  community,
civic and country club memberships as other executive officers of
Harold's receive from time to time.
               3.01(a)   Vacation.  Powell shall be  entitled  to
          three  (3) weeks of compensated vacation time annually.
          Unused vacation may not be accumulated.

               3.01(b)  Meetings.  Powell will be permitted to be
          absent  from  Harold's during working  days  to  attend
          meetings  and  to  attend to such outside  professional
          duties  in the retailing field as he deems appropriate.
          Attendance at such meetings and accomplishment of  such
          duties  shall  be  fully compensated service  time  and
          shall  not be considered vacation time.  Harold's shall
          reimburse  Powell  for  all expenses  incurred  by  him
          incident  to  attendance  at such  meetings,  and  such
          entertainment incurred by Powell in furtherance of  the
          interests  of  Harold's; provided, however,  that  such
          reimbursement shall be approved by the Board.

               3.01(c)   Dues and Fees.  Harold's agrees  to  pay
          dues   and   fees  to  professional  associations   and
          societies  and  to such community organizations,  civic
          clubs,  country clubs, service organizations and  other
          organizations of which Powell is, or becomes, a member.

               3.01(d)  Insurance and Automobile.  Harold's  also
          agrees to:

                    (i)  Insure    Powell   under   its   general
                         liability insurance policy for all  acts
                         done  by  him in good faith as President
                         and  Chief  Operating Officer throughout
                         the term of this contract;

                               (ii) Provide, throughout the  term
                         of this contract, a group life insurance
                         policy,  payable to the  beneficiary  of
                         his choice;

                                 (iii)       Provide   disability
                         insurance  for  Powell, payable  to  the
                         beneficiary of his choice;

                               (iv) Provide comprehensive health,
                         major  medical and dental insurance  for
                         Powell and his family; and

                    (v)  Continue furnishing for Powell, for  the
                         first  three  (3) years of the  term  of
                         this   Agreement,  the   vehicle   which
                         Harold's currently furnishes to him, and
                         pay or reimburse him for expenses of its
                         operation,  including, but  not  limited
                         to,  insurance.  After three (3)  years,
                         Powell  shall  be  entitled  to  a   new
                         vehicle, in accordance with the Board of
                         Directors'   guidelines  governing   the
                         purchase of vehicles for officers  which
                         are in effect at that time.

          4.01   Duration.  This Agreement shall extend from  the
date  first above written until January 31, 2003, unless mutually
extended by Powell and Harold's.
          4.02  Termination.  This Agreement shall terminate upon
the  death of Powell, and may be terminated by either party  upon
the showing of "good cause."  In the event there is a dispute  as
to  the existence of good cause, the dispute shall be referred to
arbitration  in  accordance  with  the  rules  of  the   American
Arbitration  Association.   The  cost  of  arbitration  shall  be
divided equally between the parties.

          5.01  Entire Agreement.  This contract constitutes  the
entire  agreement  between  the  parties  and  contains  all  the
agreements  between  them  with respect  to  the  subject  matter
hereof.   It  also  supersedes any and all  other  agreements  or
contracts,  either  oral  or written, between  the  parties  with
respect to the subject matter hereof.

          5.02   Amendment.   Except  as  otherwise  specifically
provided,  the  terms  and conditions of  this  contract  may  be
amended  at any time by mutual agreement of the parties, provided
that  before any amendment shall be valid or effective, it  shall
have  been reduced to writing and signed by an executive  officer
and Powell.

          5.03  Separability.  The invalidity or unenforceability
of any particular provision of this contract shall not affect its
other  provisions, and this contract shall be  construed  in  all
respects  as if such invalid or unenforceable provision had  been
omitted.

          5.04  Successors.  This Agreement shall be binding upon
and inure to the benefit of Harold's, its successors and assigns,
and  shall be binding upon Powell, his administrators, executors,
legatees, heirs and assigns.

          5.05    Applicable  Law.   This  Agreement   shall   be
construed and enforced under and in accordance with the  laws  of
the  State of Oklahoma without giving effect to its conflicts  of
laws provisions.

          THIS     CONTRACT    SIGNED    this          day     of
,  1998.


ATTEST:                            HAROLD'S STORES, INC.

                              By:
                                   REBECCA P. CASEY
                                   CHIEF EXECUTIVE OFFICER

WITNESS:

                                   
                                   H. RAINEY POWELL