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-
             August 1, 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              .


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

      As  of   September 10, 1998, the registrant had 6,073,958
shares of Common Stock outstanding.
                                
                      Harold's Stores, Inc.
                            Index to
                  Quarterly Report on Form 10-Q
               For the Period Ended August 1, 1998
                                

Part I. - FINANCIAL INFORMATION                                        Page

     Item 1.   Financial Statements

          Consolidated   Balance  Sheets  -  August   1,   1998
              (unaudited) and January 31, 1998                          3

          Consolidated Statements of Earnings -
             Thirteen Weeks and Twenty-Six Weeks ended August  1,
             1998 (unaudited) and August 2, 1997(unaudited)             5

          Consolidated Statements of Stockholders' Equity -
             Twenty-Six Weeks ended August 1, 1998 (unaudited)
               and August 2, 1997 (unaudited)                           6

          Consolidated Statements of Cash Flows -
               Twenty-Six Weeks ended August 1, 1998 (unaudited)
               and August 2, 1997 (unaudited)                           7

          Notes to Interim Consolidated Financial Statements            8

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

Part II - OTHER INFORMATION


     Item 1.   Legal Proceedings                                       13

     Item  4.  Submission of Matters to  a  Vote  of  Security
               Holders                                                 13

     Item 6.   Exhibits and Reports on Form 8-K                        14

     Signature                                                         15
             HAROLD'S STORES, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                             ASSETS
                         (In Thousands)
                                
                                                August 1,    January 31,
                                                     1998           1998
                                               (Unaudited)  
 Current assets:                                            
                                                                        
    Cash                                            $  50         130
                                                      
    Trade accounts receivable, less                                    
      allowance for doubtful accounts of            5,696         5,822
      $235 in 1999 and $222 in 1998
    Other accounts receivable                         937           886
    Merchandise inventories                        30,583        31,440
    Prepaid expenses                                2,435         2,688
    Prepaid income tax                                277           961
    Deferred income taxes                                              
                                                    1,154         1,154
                                                                       
    Total current assets                           41,132        43,081      
                                                                
                                                                       
 Property and equipment, at cost                   30,772        28,533
 Less accumulated depreciation and                                     
 amortization                                     (11,824)     (10,197)
                                                                       
    Net property and equipment                     18,948       18,336       
                                                                 
                                                                       
 Other receivables, non-current                     1,991         2,084
 Other assets                                         136           428      
                                                    
                                                                       
                                                                       
    Total assets                               $    62,207       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)

                                                  August 1,   January 31,
                                                       1998          1998
                                                (Unaudited)              
 Current liabilities:                                                    
                                                                         
    Current maturities of long-term debt        $       503           734   
                                         
    Accounts payable                                  4,738         4,789
    Redeemable gift certificates                        607           916
    Accrued bonuses and payroll expenses              1,299           953
    Accrued rent expense                                 71           259     
                                                       
                                                                         
        Total current liabilities                     7,218         7,651      
                                                     
                                                                         
 Long-term debt, net of current maturities           17,547        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 outstanding 6,069,981 in August,              61            60
       6,044,105 in January
     Additional paid-in capital                      34,134        33,947
     Retained earnings                                3,143         2,459       
                                                     
                                                                         
       Total stockholders' equity                    37,338        36,466
                                                  
                                                                         
                                                                         
       Total liabilities and stockholders'       $   62,207        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 Ended        26 Weeks Ended
                                 August 1,  August 2,   August 1,  August 2,
                                   1998      1997         1998       1997
                                                  (Unaudited)
                                                                            
 Sales                             $27,714   26,826     61,255     55,234
                                     
                                                                            
 Costs and expenses:                                                        
    Cost of goods sold (including                                           
 occupancy  and  central   buying                                           
 expenses, exclusive of items       18,226   18,510     40,543     37,256
 shown separately below)
                                                                            
    Selling, general and             7,893     8,163     17,205     16,615
 administrative expenses
                                                                            
   Depreciation and                     943       881      1,861      1,719
 amortization
                                                                            
   Interest expense                     196       233       423         394  
                                     
                                                                            
                                                                            
                                      27,258    27,787     60,032     55,984
                                                                            
 Earnings   (loss) before  income                                           
   taxes  and cumulative effect  of      456     (961)      1,223      (750)
   change in accounting principle
 
                                                                            
   Provision for income taxes            183     (384)        489      (300)    
                                       
                                                                            
 Net   earnings   (loss)   before                                           
   cumulative effect of change                                                
   in accounting principle               273     (577)        734      (450)
                                                                            
   Cumulative effect of  change                                           
     in accounting principle             -         -          50          -
 
 Net earnings  (loss)                    273     (577)       684      (450)
                                                                            
 Net  earnings (loss) per  common                                           
 share  before cumulative  effect                                           
 of    change    in    accounting                                           
 principle:                             0.05    (0.10)       0.12     (0.07)
    Basic and diluted
                                                                            
 Net  earnings (loss) per  common                                           
 share:                                                                     
    Basic and diluted                   0.05    (0.10)       0.11     (0.07)
                                                                            
 Weighted average number of                                                 
 common shares                    6,063,786   6,014,993  6,057,403  5,969,540
 
                                
    See accompanying notes to interim consolidated financial
                           statements.
                                
 

             HAROLD'S STORES INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     (Dollars in Thousands)
                                
                                
                                            26 Weeks     26 Weeks
                                               Ended        Ended
                                           August 1,    August 2,
                                                1998         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                187          226
                                                                 
    Balance, end of period                  $ 34,134       31,774  
                                            
                                                                 
                                                                 
 Retained earnings:                                              
                                                                 
    Balance, beginning of period             $ 2,459       4,430
                                                                          
    Net earnings (loss)                          684        (450)
                                                                 
    Balance, end of period                   $ 3,143        3,980


















    See accompanying notes to interim consolidated financial
                           statements.


             HAROLD'S STORES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In Thousands)
                                            26 Weeks    26 Weeks
                                               Ended       Ended
                                           August 1,   August 2,
                                                1998        1997
                                                  (Unaudited)
 Cash flows from operating activities:                          
 Net earnings (loss)                          $  684        (450)
                                                
Adjustments to reconcile net earnings                          
 (loss) to net cash
    provided by operating activities:
    Depreciation and amortization              1,861       1,719
    Gain on sale of assets                      (10)         (2)
    Shares issued under employee                 188         226
     incentive plan
    Changes in assets and liabilities:                          
       Increase in trade and other              (64)        (214)
          accounts receivable
       Decrease (increase) in                    857      (5,569)
          merchandise inventories
       Decrease in other assets                  292         220
       Decrease (increase) in prepaid            253         (80)
          expenses
       Decrease (increase) in prepaid            684        (887)
         income tax
       (Decrease) increase in accounts          (51)       1,376
         payable
       Decrease in income taxes payable            -        (942)
       Decrease in accrued expenses            (151)     (1,120)
                                                                 
 Net cash  provided by (used in)                                 
 operating activities                          4,543      (5,723)
                                                                 
 Cash flows from investing activities:                           
    Acquisition of property and              (2,511)     (3,898)
      equipment
    Proceeds from disposal of property            48          9  
      and equipment                                            
    Payment of principal on term loan                           
      to others                                  232         140
                                                                
 Net cash used in investing activities        (2,231)     (3,749)
                                                                
 Cash flows from financing activities:                          
    Advances on revolving line of             20,832      24,731
       credit
    Payments on revolving line of           (22,280)    (16,361)
       credit
    Borrowings of long-long term debt              -       1,024
    Payments of long-term debt                 (944)       (111)
                                                                
 Net cash (used in) provided by                                 
 financing activities                        (2,392)       9,283
                                                                
 Decrease in cash and cash equivalents          (80)       (189)
 Cash and cash equivalents at beginning                         
    of period                                   130         433
 Cash and cash equivalents at end of        
   period                                  $     50         244
                                                                
    See accompanying notes to interim consolidated financial
                           statements.


             HAROLD'S STORES, INC. AND SUBSIDIARIES
       NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                August 1, 1998 and August 2, 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 August 1, 1998 and the results  of  its
operations  and  cash flows for the thirteen  week  period  and
twenty-six  week  periods ended August 1, 1998  and  August  2,
1997.   The results of operations for the thirteen week  period
and twenty-six week periods ended August 1, 1998 and August  2,
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 that 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  to  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  reflect  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   26 Weeks   26 Weeks
                                 ended      ended      ended       ended
                               August 1,  August 2,  August 1,   August 2,
                                  1998       1997       1998       1997
                                 (Amounts in thousands, except per share
                                                  data)
                                                                     
Net earnings (loss)                   273      (577)        684      (450)
applicable to common shares,         
basic and diluted
                                                                          
Weighted average number of          6,064      6,015      6,057      5,970
common shares outstanding -
basic
Dilutive effect of potential                                              
common shares issuable upon                                               
exercise of employee stock             18         36         13         75
options
Weighted average number of                                                
common shares outstanding -         6,082      6,051      6,070      6,045
diluted
                                                                          
Net earnings (loss) per                                                   
common share:
     Basic and Diluted          $    0.05      $ (0.10)   $ 0.11   $ (0.07)    
                           

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 for the twenty-six week period ended August  1,
1998 would have increased by $8,000.

  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:
                                  13 Weeks Ended          26 Weeks Ended
                              August 1,     August 2,  August 1,   August 2,
                                   1998          1997       1998        1998
                                                                            
 Sales                            100.0%       100.0%     100.0%      100.0%
                                                                            
 Cost of goods sold                                                         
   (including occupancy                                                    
   and central buying            (65.8)        (69.0)     (66.2)      (67.4)
   expenses, exclusive of
   items shown
   separately below)
                                                                            
 Selling, general and            (28.5)        (30.4)     (28.1)      (30.1)
 administrative expenses
 
                                                                            
 Depreciation and                 (3.4)         (3.3)      (3.0)       (3.1)
 amortization
                                                                            
 Interest expense                 (0.7)         (0.9)      (0.7)       (0.7)
                                                                            
 Earnings (loss) before                                                     
 income taxes and                  1.6        (3.6)          2.0       (1.3)
 cumulative effect of
 change in accounting
 principle
                                                                            
 Provision for income taxes        (0.6)        1.4        (0.8)        0.5
                                                                            
 Net earnings (loss) before                                                 
 cumulative effect of               1.0        (2.2)        1.2       (0.8)
 accounting principle
                                                                            
 Cumulative effect of                                                       
 change in accounting                  -          -        (0.1)         -
    principle                         
                                                                            
 Net earnings (loss)               1.0%       (2.2)%       1.1%      (0.8)%

     The following table reflects the sources of the increases
in Company sales for the periods indicated:
                                    13 Weeks Ended         26 Weeks Ended
                                August 1,    August 2,   August 1,   August 2,
                                     1998         1997        1998        1997
                                                                   
 Store sales (000's)             $ 26,015      24,995       56,480      50,624
 Catalog sales (000's)           $  1,699       1,831       4,775       4,610
                                                                         
 Sales (000's)                   $ 27,714      26,826       61,255      55,234
                                                                              
 Total sales growth                  3.3%       19.8%      10.9%        17.7%
 Growth in comparable store        (4.3)%      (3.7)%      (2.6)%      (3.7)%
 sales (52 week basis)
 Growth in catalog sales           (7.2)%       52.7%       3.6%        23.6%
                                                                            
 Store locations:                                                           
 Existing stores                     42           37          41          36
 New stores opened                    -           2            1           3
   Total stores at end of           42           39          42          39
   period                            

      The  Company relocated the Galleria mall store in Dallas,
Texas  to  a  larger location during the thirteen  weeks  ended
August 1, 1998 (the second quarter), as compared to opening two
locations   (Wichita,  Kansas  and  Columbus,  Ohio)   in   the
comparable  period  of the prior year.  During  the  twenty-six
weeks  ended August 1, 1998, the Company opened one  new  store
location   (San Antonio, Texas), as compared to the opening  of
three stores (Memphis, Tennessee; Wichita, Kansas and Columbus,
Ohio) in the same period of the prior year.  The opening of new
stores  and expansion of existing stores contributed  to  total
sales  growth for the second quarter.  Total sales  growth  for
the  twenty-six weeks ended August 1, 1998 was derived from the
opening  of  new stores, expansion of existing  stores  and  an
increase  in catalog sales.  Catalog sales declined during  the
second quarter of fiscal 1999 as compared to the same period of
the  prior year as a result of a strategic initiative to reduce
by  26%  the  total  number of catalogs circulated  during  the
period.

     Comparable stores sales declined during the second quarter
and  twenty-six week period of fiscal 1999, as compared to  the
same  periods of fiscal 1998.  The Company believes the decline
experienced  in comparable store sales during the  periods  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 was 34.2%  for  the  second
quarter of fiscal 1999, as compared to 31.0% in the same period
of  last year.  The gross margin also increased for the twenty-
six week period ended August 1, 1998 to 33.8%, from a level  of
32.6%  in the same period of last year.  The increase in  gross
margin for both periods can be primarily attributed to improved
inventory  planning,  resulting in lower inventory  levels  and
reduced markdowns.

      Selling,  general and administrative expenses  (including
advertising  and  catalog production costs)  declined  1.9%  of
sales  from  the second quarter of fiscal 1998  to  the  second
quarter  of  fiscal 1999 and 2.0% of sales for  the  twenty-six
weeks  ended August 1, 1998 as compared to the same  period  of
the  prior  year.  The reduction was principally the result  of
reduced  advertising and catalog production cost  expenditures.
Advertising  and catalog production costs were  $1,731,000,  or
6.2% of sales for the second quarter and $4,175,000, or 6.8% of
sales  for  the  twenty-six  weeks ended  August  1,  1998,  as
compared  to  $2,384,000, or 8.9% of sales in the same  quarter
last  year and $5,202,000, or  9.4% in the same twenty-six week
period of last year.

       The  average  balance  on  total  outstanding  debt  was
$17,400,000  for  the  second  quarter  ended  August  1,  1998
compared to $17,516,000 for the second quarter of fiscal  1998.
This  decrease  in  average balances resulted principally  from
reductions in working capital needs.  Average interest rates on
the  Company's line of credit were approximately the  same  for
the quarter ended August 1, 1998 and the comparable quarter  in
the prior fiscal year.  As the Company's growth continues, cash
flow  may  require additional borrowed funds that may cause  an
increase in interest expense.

Capital Expenditures, Capital Resources and Liquidity

      Cash Flows From Operating Activities.  For the twenty-six
weeks  ended  August  1, 1998, net cash provided  by  operating
activities  was  $4,543,000 as compared to  net  cash  used  in
operating  activities  of $5,723,000 for  the  same  period  of
fiscal 1998.  The significant increase can be attributed to  an
$857,000 decrease in the Company's inventories for the  twenty-
six  weeks  ended August 1, 1998 as compared to an increase  of
$5,569,000  for  the  same period of fiscal  1998.   Management
expects   the  dollar  amounts  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 a decrease in accounts payable of
$51,000  for  the  twenty-six weeks ended  August  1,  1998  as
compared  to  an  increase in accounts  payable  of  $1,376,000
during  the  same period of fiscal 1998 and (ii) a decrease  in
accrued  expenses  of $151,000 for the twenty-six  weeks  ended
August  1,  1998 compared to a decrease in accrued expenses  of
$1,120,000 during the same period of fiscal 1998.

      Cash  Flows From Investing Activities. For the twenty-six
weeks  ended  August  1,  1998,  net  cash  used  in  investing
activities  totaled $2,231,000 compared to $3,749,000  for  the
same period in fiscal 1998.  Capital expenditures were invested
in  new  stores,  and remodeling and equipment expenditures  in
existing operations.

      Cash Flows From Financing Activities.  During the twenty-
six  weeks  ended  August 1, 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 $12,451,000 and
$15,283,000 for the twenty-six weeks ended August 1,  1998  and
August  2,  1997,  respectively.  During the  twenty-six  weeks
ended August 1, 1998, this line of credit had a high balance of
$15,036,000 and a high balance of 20,000,000 for the twenty-six
weeks  ended August 2, 1997.  The balance outstanding on August
1,  1998  was $13,588,000 compared to $19,555,000 on August  2,
1997.

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

                              January     August 1,   August 2,
                             31, 1998          1998        1997
                                                               
 Working capital (000's)      $35,430       $33,914     $35,236
 Current ratio                 5.63:1        5.70:1      4.40:1
 Ratio of working capital       .55:1         .54:1       .52:1
 to total assets
 Ratio of total debt to         .56:1         .48:1       .61:1
 stockholders' equity

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

Seasonality

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

Inflation

     Inflation affects the costs incurred by the Company in its
purchase  of  merchandise  and in  certain  components  of  its
selling,  general  and  administrative expenses.   The  Company
attempts  to  offset  the  effects of inflation  through  price
increases  and  control  of expenses,  although  the  Company's
ability to increase prices is limited by competitive factors in
its  markets.   Inflation has had no meaningful effect  on  the
other assets of the Company.
Year 2000

      The  Year  2000 will have a broad impact on the  business
environment  in  which  the  Company  operates   due   to   the
possibility   that   many  computerized  systems   across   all
industries  will  be  unable to process information  containing
dates  beginning in the Year 2000.  The Company has established
an  enterprise-wide program to prepare its computer systems and
applications  for the Year 2000 and is utilizing both  internal
and  external  resources  to identify,  correct  and  test  the
systems for Year 2000 compliance.  The Company anticipates that
the majority of its reprogramming will be completed by December
31, 1998 and testing efforts will be substantially concluded by
March  31,  1999.  Further validation through testing  will  be
conducted  throughout calendar year 1999.  The Company  expects
that  all  mission-critical systems will be Year 2000 compliant
prior to the end of the 1999 calendar year.

      Because third party failures could have a material impact
on  the  Company's ability to conduct business,  questionnaires
will  be sent to substantially all of the Company's vendors  to
certify that plans are being developed to address the Year 2000
issue.   The  returned questionnaires will be assessed  by  the
Company, and categorized based upon readiness for the Year 2000
issues and prioritized in order of significance to the business
of  the  Company.  To the extent that business-critical vendors
do  not provide the Company with satisfactory evidence of their
readiness to handle Year 2000 issues, contingency plans will be
developed.

      The  Company  anticipates that it will have substantially
completed  an assessment of the Year 2000 compliance status  of
all   information  technology  and  non-information  technology
equipment by December 31, 1998, and will then address the  Year
2000 compliance of such equipment.

      Upgrades  and  replacements to the Company's  information
systems and applications are expected to cost approximately  $2
million from inception in calendar year 1998 through completion
in  calendar year 1999.  Approximately $1.5 million is expected
to be incurred in fiscal 1999 with the remaining $500,000 to be
incurred  in  fiscal  2000.   All  estimated  costs  have  been
budgeted  and  are  expected to be funded by  cash  flows  from
operations.

     The cost of the project and the date on which the Company
plans to complete the Year 2000 modifications are based on
management's best estimates, which were derived utilizing
numerous assumptions of future events including the continued
availability of certain resources, third party modification
plans, and other factors.  Unanticipated failures by critical
vendors as well as the failure by the Company to execute its
own remediation efforts could have a material adverse effect on
the cost of the project and its completion date.  As a result,
there can be no assurance that these forward-looking estimates
will be achieved and the actual cost and vendor compliance
could differ materially from those plans, resulting in material
financial risk.

                                
                             PART II
                                
ITEM 1.  LEGAL PROCEEDINGS

     NONE

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

     The 1998 Annual Meeting of Shareholders of the Company was
held on June 26, 1998.  The following matters were submitted to
a vote of the Company's shareholders:

     1.   The election of eleven directors (constituting the entire
board  of  directors)  for the ensuing  year  and  until  their
successors are duly elected and qualified.  The results of  the
election for each director were as follows:

        Director                      Votes For       Votes Withheld
                                                             
        Harold G. Powell              3,109,312          1,108,432
                                                             
        Rebecca Powell Casey          3,109,415          1,108,329
                                                             
        H. Rainey Powell              3,107,460          1,110,284
                                                             
        Kenneth C. Row                3,108,926          1,107,818
                                                             
        James R. Agar                 3,064,734          1,153,010
                                                             
        Michael T. Casey              3,108,145          1,109,599
                                                             
        Robert B. Cullum, Jr.         3,065,387          1,152,357
                                                             
        Lisa Powell Hunt              3,107,672          1,110,072
                                                             
        W. Howard Lester              3,109,845          1,107,899
                                                             
        Gary C. Rawlinson             3,064,634          1,153,110
                                                             
        William F. Weitzel            3,065,028          1,152,716





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
                                                           
10.1  First  Amendment to the Third Amended and  Restated    
      Credit   Agreement  dated  June  30,  1998  between  N/A
      Registrant and NationsBank.
10.2  First  Amended and Restated Stockholders' Agreement  N/A
      Among  Certain  Stockholders  of  Registrant  dated
      June 15, 1998.
10.3  Lease  Agreement dated June 30, 1998 by and between    
      Registrant    and    329    Partners-II     Limited  N/A
      Partnership.    (Dallas  Buying   Office,   Dallas,
      Texas).
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  August
1, 1998.

                                
                            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:     September 15, 1998
                                
                                
                                
                                
                       FIRST AMENDMENT TO
           THIRD AMENDED AND RESTATED CREDIT AGREEMENT

      THIS  FIRST AMENDMENT TO THIRD AMENDED AND RESTATED  CREDIT
AGREEMENT (this "Amendment") is made effective June 30, 1998,  by
and  between  HAROLD'S  STORES,  INC.,  an  Oklahoma  corporation
("Borrower"), and NATIONSBANK, N.A. ("Lender").

                      W I T N E S S E T H:

      WHEREAS,  Borrower  and Lender have entered  into  a  Third
Amended  and  Restated Credit Agreement dated November  10,  1997
(the "Agreement");

      WHEREAS,  Borrower  has requested  that  the  Agreement  be
amended  to permit Borrower to increase the amount of the  Letter
of  Credit Note, to extend the maturity dates of the Loans and to
otherwise amend the terms of the Agreement; and

      WHEREAS,  Lender  is  willing to  amend  the  Agreement  to
increase  the  amount of the Revolving Loan  and  to  extend  the
maturity  dates  of the Loans upon the terms and  conditions  set
forth in this Amendment.

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

1.   Agreement Definitions.

     1.1  Amended Definitions.    The definitions of "Agreement,"
"Letter  of  Credit  Note,"  "Revolving  Loan  Borrowing   Base,"
"Revolving  Loan  Maximum Revolving Facility," "Revolving  Note,"
"Tenant  Improvement Note" and "Term Note" in the  Agreement  are
hereby deleted in their entirety and replaced with the following:

      "Agreement" and such terms as "herein," "hereof," "hereto,"
"hereby," "hereunder" and the like shall mean and refer  to  this
Agreement,  together with any and all exhibits  attached  hereto,
and  any and all supplements, modifications or amendments to this
Agreement, including the First Amendment.

      "Letter  of  Credit  Note" shall mean  that  certain  First
Amended  and Restated  Revolving Note (Letter of Credit) executed
by Borrower substantially in the form of Exhibit "C" to the First
Amendment, in the original principal amount of $5,700,000.00,  as
the  same may be extended, renewed, amended or modified from time
to time pursuant to the terms of the Agreement.

      "Revolving Loan Borrowing Base" shall mean an amount  equal
to the sum of (i) eighty percent (80%) of Eligible Accounts, plus
(ii)  fifty percent (50%) of Eligible Inventory, plus (iii) fifty
percent (50%) of outstanding commercial Letters of Credit.   This
amount shall not exceed $19,000,000.00, as reflected in the  most
current Monthly Report.

      "Revolving Loan Maximum Revolving Facility" shall mean  the
maximum aggregate amount which Lender has agreed to consider as a
ceiling  on  the outstanding principal balance of  the  Revolving
Loan  to  be  made  to  Borrower.   The  Revolving  Loan  Maximum
Revolving Facility shall be $19,000,000.00.

      "Revolving Note" shall mean that certain Fifteenth  Amended
and Restated Revolving Note executed by Borrower substantially in
the  form  of Exhibit "A" to the First Amendment, in the original
principal  amount  of $19,000,000.00, as same  may  be  extended,
renewed,  amended or modified from time to time pursuant  to  the
terms of this Agreement.

      "Tenant  Improvement Note" shall mean  that  certain  First
Amended and Restated Revolving Note (Tenant Improvement) executed
by Borrower substantially in the form of Exhibit "B" to the First
Amendment,  in the original principal amount of $3,000,000.00  as
same  may be extended, renewed, amended or modified from time  to
time pursuant to the terms of this Agreement.

      "Term  Note"  shall  mean that certain  First  Amended  and
Restated   Term  Note  in  the  original  principal   amount   of
$2,194.177.96 executed by Borrower substantially in the  form  of
Exhibit  "D" to the First Amendment, as the same may be extended,
renewed  or modified from time to time pursuant to the  terms  of
this Agreement.

     1.2  Added Definition.  The definition of  "First Amendment"
is hereby added to the Agreement as follows:

     "First Amendment" shall mean that certain First Amendment to
Third Amended and Restated Credit Agreement dated effective  June
30, 1998.

2.   Revolving Loan.

     2.1     Section 2.1.5 of the Agreement is hereby deleted  in
its entirety and replaced with the following:

          2.1.5   Payment.  The unpaid principal balance  of  the
     Revolving  Loan shall be due and payable on the  earlier  of
     June  30, 2000 or upon the occurrence of a Default.  Accrued
     interest shall be payable monthly in arrears beginning  July
     31,  1998 and on the last day of each month thereafter, upon
     the  date  of any prepayment and at maturity.  All  interest
     accrued  shall  be computed on the basis of a  year  of  360
     days, and the actual number of days elapsed in the period in
     which  it  accrues.  Following the occurrence of a  Default,
     Borrower shall pay to Lender interest from the date of  such
     Default at the per annum rate of five percent (5%) in excess
     of  the  then  applicable  annual rate  on  the  outstanding
     principal  balance  of the liabilities under  the  Revolving
     Loan.

     2.2  Section 2.1.6 of the Agreement is hereby deleted in its
     entirety and replaced with the following:

          2.2.1     Term.  The Revolving Loan will mature on June
     30,  2000, at which time all principal and accrued  interest
     shall  be  immediately  due and payable.   All  of  Lender's
     rights and remedies under this Agreement shall survive  such
     maturity  until all of the Liabilities under this  Agreement
     and  the  other Loan Documents have been paid in  full.   In
     addition, this Agreement may be terminated as set  forth  in
     Section 8.

     3.   Tenant Improvement Loan.

          3.1    Section 2.2.2 of the Agreement is hereby deleted
     in its entirety and replaced with the following:

               2.2.2      Advances.   Each  request  for  advance
          hereunder  may be made by either the President  or  the
          Chief  Financial  Officer  on  behalf  of  Borrower  in
          writing no later than 2:00 p.m. on the date on which an
          advance  is  requested to be made, such request  to  be
          made  utilizing the form attached as Exhibit "J".  Each
          advance  to Borrower shall be in immediately  available
          funds   and  deposited  in  Borrower's  demand  deposit
          accounts with Lender.

          3.2    Section 2.2.9 of the Agreement is hereby deleted
in its entirety and replaced with the following:

               2.2.9      Payment.  The unpaid principal  balance
     of  the Tenant Improvement Loan shall be due and payable  on
     the  earlier  of June 30, 2000 or upon the occurrence  of  a
     Default.   Accrued  interest shall  be  payable  monthly  in
     arrears beginning July 31, 1998 and on the last day of  each
     month  thereafter,  upon the date of any prepayment  and  at
     maturity.   All  interest accrued shall be computed  on  the
     basis  of a year of 360 days, and the actual number of  days
     elapsed  in  the period in which it accrues.  Following  the
     occurrence  of  a  Default, Borrower  shall  pay  to  Lender
     interest from the date of such Default at the per annum rate
     of five percent (5%) in excess of the then applicable annual
     rate on the outstanding principal balance of the liabilities
     under the Tenant Improvement Loan.

      3.3    Section 2.2.10 of the Agreement is hereby deleted in
its entirety and replaced with the following:

          2.2.10   Term.  The Tenant Improvement Loan will mature
     on  June  30, 2000, at which time all principal and  accrued
     interest  shall  be  immediately due and  payable.   All  of
     Lender's  rights  and  remedies under this  Agreement  shall
     survive  such  maturity until all of the  Liabilities  under
     this  Agreement and the other Loan Documents have been  paid
     in full.

4.   Letter of Credit Note.

     4.1  Section 2.3.1 of the Agreement is hereby deleted in its
entirety and replaced with the following:

          2.3.1      Principal  Amount.   The  Letter  of  Credit
     Facility  shall  be  in  the original  principal  amount  of
     $5,700,000.00.

     4.2  Section 2.3.3 of the Agreement is hereby deleted in its
entirety and replaced with the following:

          2.3.3      Letters  of  Credit.  (i) Lender  agrees  to
     extend credit to Borrower at any time and from time to  time
     by  issuing, extending, re-issuing or amending   Letters  of
     Credit.   (ii)  Each of the Letters of Credit shall  (a)  be
     issued  by Lender pursuant to the Letter of Credit Note  and
     also  evidenced  by separate agreements with  Borrower,  (b)
     contain  such  terms and provisions as required  by  Lender,
     including payment of customary fees, (c) be for the  account
     of  Borrower in favor of a beneficiary reasonably acceptable
     to Lender, (d) expire not later than the expiration date set
     forth respectively in each Letter of Credit, which shall not
     be  more than one hundred eighty (180) days from the date of
     issuance, unless prior approval of Lender is obtained for  a
     longer  period, but in no event shall any Letter  of  Credit
     have an expiration date beyond June 30, 2000.

     4.3  Section 2.3.4 of the Agreement is hereby deleted in its
entirety and replaced with the following:

          2.3.4      Payment.   The unpaid principal  balance  of
     the  Letter  of Credit Facility shall be due and payable  on
     the  earlier  of demand or June 30, 2000.  Accrued  interest
     shall be payable monthly in arrears beginning July 31,  1998
     and  on the last day of each month thereafter, upon the date
     of  any  prepayment and at maturity.  All  interest  accrued
     shall  be  computed on the basis of a year of 360 days,  and
     the actual number of days elapsed in the period in which  it
     accrues.   Following the occurrence of a  Default,  Borrower
     shall  pay to Lender interest from the date of such  Default
     at  the per annum rate of five percent (5%) in excess of the
     then  applicable  annual rate on the  outstanding  principal
     balance  of  the  liabilities under  the  Letter  of  Credit
     Facility.

      4.4 Section 2.3.5 of the Agreement is hereby deleted in its
entirety and replaced with the following:

          2.3.5      Term.   The Letter of Credit  Facility  will
     mature  on the earlier of demand or June 30, 2000, at  which
     time all principal and accrued interest shall be immediately
     due  and payable.  All of Lender's rights and remedies under
     this Agreement shall survive such maturity until all of  the
     Liabilities  under  this  Agreement  and  the   other   Loan
     Documents have been paid in full.

5.   Term Note.

     5.1  Section 2.4.1 of the Agreement is hereby deleted in its
entirety and replaced with the following:

          2.4.1     Principal Amount.  The Term Note shall be  in
     the original principal amount of $2,194,177.96.

     5.2  Section 2.4.2 of the Agreement is hereby deleted in its
entirety and replaced with the following:

          2.4.2   Repayment  of Principal and Interest.   Monthly
     payments  of principal and interest (subject to acceleration
     upon  the  occurrence  of an Event  of  Default  under  this
     Agreement or termination of this Agreement) shall be due and
     payable  on  the  last day of each calendar month  beginning
     July 31, 1998 as follows:

               2.4.2.1 Principal and interest shall be payable in
          monthly  installments of principal as  due  that  month
          from CMT pursuant to the CMT Loan plus accrued interest
          at  the rate set forth in Section 2.4.4, Borrower being
          entitled to retain the difference, if any, between  any
          interest  collected  by  Borrower  from  CMT  and   the
          interest payable to Lender hereunder.

               2.4.2.2   All  monthly installment  payments  made
          pursuant to Section 2.4.2 shall be applied first to the
          unpaid  interest accrued on the Term Note and  then  to
          the principal balance thereof.

     5.3  Section 2.4.6 of the Agreement is hereby deleted in its
entirety and replaced with the following:

          2.4.6     Term.  The Term Loan will mature on June  30,
     2000, at which time all principal and accrued interest shall
     be  immediately due and payable.  All of Lender's rights and
     remedies  under this Agreement shall survive  such  maturity
     until  all of the Liabilities under this Agreement  and  the
     other Loan Documents have been paid in full.

      5.4  Section 3.1 of the Agreement is hereby deleted in  its
entirety and replaced with the following:

      3.1  Monthly Reports.  Borrower shall submit to Lender, not
later than the twenty-fifth (25th) day following the end of  each
month,  a  monthly  report ("Monthly Report"), accompanied  by  a
Borrowing Base certificate in the form attached as Exhibit "E" to
the  First  Amendment and a written summary  of  all  outstanding
Letters of Credit, which shall be signed by the President,  Chief
Financial Officer or other authorized officer of Borrower.   Each
Monthly  Report  shall include, as of the  closing  day  for  the
preceding  month:  (i) a summary aged trial balance  of  Accounts
for  Borrower ("Accounts Trial Balance"); (ii) calculation of the
current  Borrowing  Base;  (iii) the amount  of  the  outstanding
principal  balance of the Liabilities; and (iv) a  representation
by  Borrower that no Default or Event of Default occurred  during
such  month  or,  if a Default or Event of Default  has  occurred
during  such  month, a description of such Default  or  Event  of
Default and of the actions Borrower has taken or intends to  take
to cure the same.  Upon Lender's request therefor, Borrower shall
furnish  with  such  specificity as is  satisfactory  to  Lender,
concerning  matters  included, described or referred  to  in  the
Monthly  Report  and any other documents in connection  therewith
requested  by Lender including, without limitation, but  only  if
specifically requested by Lender, copies of all invoices prepared
in  connection  with  the  Accounts.  The  Monthly  Report  shall
contain  such  additional information as  Lender  may  reasonably
require.

       5.5 Section 3.2 of the Agreement is hereby deleted in  its
entirety and replaced with the following:

     3.2  Quarterly Reports.  Borrower shall submit to Lender not
later  than the forty-fifth (45th) day following the end of  each
fiscal quarter a Quarterly Report which shall be accompanied by a
Quarterly   Borrowing  Base  and  Compliance   Certificate   (the
"Quarterly Reports") in the form attached as Exhibit "F"  to  the
First  Amendment and a written summary of all outstanding Letters
of  Credit.     Each Quarterly Report shall include,  as  of  the
closing day of the preceding fiscal quarter:  (i) calculations of
the  current  Borrowing Bases; (ii) the quarterly itemization  of
Inventory   described  in  Section  3.7;   and   (iii)   evidence
satisfactory  to Lender that each of the covenants set  forth  in
Section 7.9 has been complied with during such quarter.

6.    Renumbering.  Sections 6.16 and 10.17 of the Agreement  are
hereby  renumbered  and designated as Sections  6.17  and  10.18,
respectively  for all purposes.  All references in the  Agreement
or  the  other  Loan  Documents to such sections  shall  also  be
renumbered accordingly.

7.    Year 2000 Compliance.  The following is hereby added to the
Agreement as a new  Section 6.16:

     6.16      Year 2000 Compliance.

          6.16.1   Analysis  and  Plan. Borrower  has  (i)  begun
     analyzing   the   operations  of  Borrower,   the   Harold's
     Subsidiaries and Borrower's other Affiliates that  could  be
     adversely  affected by failure to become Year 2000 compliant
     (that  is,  that computer applications, imbedded  microchips
     and  other  systems  will be able to perform  date-sensitive
     functions  prior  to  and  after  December  31,  1999);  and
     (ii) developed a plan for becoming Year 2000 compliant in  a
     timely manner, the implementation of which is on schedule in
     all  material  respects. Borrower reasonably  believes  that
     Borrower  will  become  Year 2000 compliant  for  Borrower's
     operations  and  those  of  the  Harold's  Subsidiaries  and
     Borrower's other Affiliates on a timely basis except to  the
     extent  that  a  failure to do so could  not  reasonably  be
     expected  to  have  a  material  adverse  effect  upon   the
     financial condition of Borrower.

          6.16.2   Suppliers and Vendors.  Borrower has initiated
     due   diligence  and  inquiries  to  determine  whether  any
     suppliers and vendors that are material to the operations of
     Borrower,  the  Harold's Subsidiaries  or  Borrower's  other
     Affiliates  will  be  Year  2000  compliant  for  their  own
     computer applications except to the extent that a failure to
     do  so  could not reasonably be expected to have a  material
     adverse effect upon the financial condition of Borrower.

          6.16.3   Notification of Lender. Borrower will promptly
     notify  Lender  in  the event Borrower determines  that  any
     computer  application which is material  to  the  Borrower's
     operations or the operations of the Harold's Subsidiaries or
     Borrower's  other  Affiliates or any of Borrower's  material
     vendors  or suppliers will not be fully Year 2000  compliant
     on  a  timely basis, except to the extent that such  failure
     could  not reasonably be expected to have a material adverse
     effect upon the financial condition of Borrower.

8.         Arbitration.   The following is hereby  added  to  the
Agreement as a new Section 10.17:

     10.17     Arbitration.

          10.17.1   Any  controversy or claim among  the  parties
     hereto including but not limited to those arising out of  or
     relating to this Agreement, the other Loan Documents or  any
     related instruments, agreements or documents, including  any
     claim  based  on or arising from an alleged tort,  shall  be
     determined  by  binding arbitration in accordance  with  the
     Federal   Arbitration  Act  (or  if  not   applicable,   the
     applicable  state law), the rules of practice and  procedure
     for    the    arbitration   of   commercial   disputes    of
     J.A.M.S./Endispute  or  any successor thereof  ("J.A.M.S."),
     and  the  "special rules" set forth below.  In the event  of
     any   inconsistency,  the  special  rules   shall   control.
     Judgment  upon any arbitration award may be entered  in  any
     court  having jurisdiction.  Lender or any other  party  may
     bring   an   action,  including  a  summary   or   expedited
     proceeding,  to  compel arbitration of  any  controversy  or
     claim  to  which  this section applies in any  court  having
     jurisdiction over such action.

          10.17.2   Special  Rules.   The  arbitration  shall  be
     conducted  in Oklahoma County, Oklahoma and administered  by
     J.A.M.S.  who  will appoint an arbitrator;  if  J.A.M.S.  is
     unable   or   legally   precluded  from  administering   the
     arbitration, then the American Arbitration Association  will
     serve.   All  arbitration hearings will be commenced  within
     ninety (90) days of the demand for arbitration; further, the
     arbitrator shall only, upon a showing of cause, be permitted
     to  extend  the commencement of such hearing for  up  to  an
     additional sixty (60) days.

          10.17.3   Reservation  of  Rights.   Nothing  in   this
     arbitration  provision  shall be deemed  to  (i)  limit  the
     applicability  of  any  otherwise  applicable  statutes   of
     limitation  or  repose  and any waivers  contained  in  this
     Agreement or the other Loan Documents; or (ii) be  a  waiver
     by  Lender of the protection afforded to it by 12 U.S.C.  91
     or  any  substantially equivalent state law; or (iii)  limit
     the  right of Lender (a) to exercise self help remedies such
     as  (but not limited to) setoff, or (b) to foreclose against
     any  real or personal property Collateral, or (c) to  obtain
     from  a court provisional or ancillary remedies such as (but
     not limited to) injunctive relief, writ of possession or the
     appointment of receiver.  Lender may exercise such self help
     rights,  foreclose  upon  such  property,  or  obtain   such
     provisional  or ancillary remedies before, during  or  after
     the  pendency of any arbitration proceeding brought pursuant
     to this Agreement or the other Loan Documents.  Neither this
     exercise  of  self  help  remedies nor  the  institution  or
     maintenance  of an action for foreclosure or provisional  or
     ancillary remedies shall constitute a waiver of the right of
     any  party,  including the claimant in any such  action,  to
     arbitrate the merits of the controversy or claim occasioning
     resort to such remedies.

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

4.    No  Default,  Event  of Default or Claims.   No  event  has
occurred which constitutes a Default or Event of Default and  the
Borrower has no and waives any claims, rights, setoff or  defense
against  the  Lender  under the Agreement,  as  amended  by  this
Amendment, or the other Loan Documents.

5.   Miscellaneous.

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

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

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

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

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


                              By:
                                  H. Rainey Powell, President and
                                          Chief Operating Officer

                              "LENDER":
                              NATIONSBANK, N.A.


                              By:
                                   Kelly H. Sachs, Vice President
                                                                 
                                
                                
                           Exhibit "A"
                                
                                
          FIFTEENTH AMENDED AND RESTATED REVOLVING NOTE
                        (Revolving Loan)


$19,000,000.00 June 30, 1998
                                          Oklahoma City, Oklahoma

      For  value  received, HAROLD'S STORES,  INC.,  an  Oklahoma
corporation   ("Maker"),  promises  to  pay  to  the   order   of
NATIONSBANK,  N.A., P. O. Box 25189, 211 North  Robinson  Avenue,
Oklahoma City, Oklahoma, 73125-0189 ("Lender"), on or before June
30,  2000,  the  principal  sum of NINETEEN  MILLION  AND  NO/100
DOLLARS ($19,000,000.00), together with interest thereon from the
date  of  funding at the rates hereinafter specified, payable  as
follows:

            The   unpaid  principal  amount  from  time  to  time
     outstanding  under  this Note shall bear interest  from  the
     date hereof at the following rates per annum:  (a)  prior to
     maturity,  at  a rate equal to one and five-eighths  of  one
     percent (1.625%) plus either the one (1) month or three  (3)
     month LIBOR Rate, as hereinafter defined, from time to  time
     in  effect;  and  (b)  after maturity  of  any  installment,
     whether by acceleration or otherwise, until paid at  a  rate
     equal to the sum of (i) five percent (5%) plus (ii) the then
     applicable annual rate then in effect.

           "LIBOR  Rate" shall mean the London Interbank  Offered
     Rate  for either (i) one (1) month or (ii) three (3) months,
     as  published  in  The  Wall Street Journal  indicating  the
     average  of  interbank offered rates for dollar deposits  in
     the  London  market  based on the quotation  at  five  major
     banks, as elected by Borrower on the 15th day of each month,
     such  election  to be effective until the 15th  day  of  the
     following month.  If the 15th day of a month falls on a date
     when The Wall Street Journal is not published, then the  one
     (1)  month  or three (3) month LIBOR Rate published  in  the
     following  issue  of The Wall Street Journal  shall  be  the
     basis  of  the  applicable  LIBOR  Rate  to  be  elected  by
     Borrower.

           Accrued  interest  shall be payable monthly  beginning
     July  31,  1998 and on the last day of each month thereafter
     until  maturity,  at  which time all principal  and  accrued
     interest shall become due and payable.

      Interest  shall be computed on the actual  number  of  days
elapsed on the basis of a 360 day year.

      Payments of both principal and interest are to be  made  in
the lawful money of the United States of America.

      This  Note is subject to the terms and provisions  of  that
certain  Third  Amended  and  Restated  Credit  Agreement   dated
November 10, 1997, as amended by that certain First Amendment  to
Third Amended and Restated Credit Agreement of even date herewith
(the  "Credit  Agreement"), by and between Maker and  Lender,  to
which  reference  is made for a statement of  certain  terms  and
provisions, including, without limitation, those under which  the
Maturity  Date may be accelerated and the indebtedness  evidenced
by  this Note declared to be immediately due and payable.  Unless
otherwise  defined,  the  terms used  herein  have  the  meanings
provided in the Credit Agreement.   This Note is secured pursuant
to  the Credit Agreement and the other Loan Documents referred to
therein,  and  reference  is  made thereto  for  a  statement  of
additional  terms  and  provisions  regarding  the  security  for
repayment of this Note.

     This Note is an amendment and restatement of, and substitute
and replacement for, that certain Fourteenth Amended and Restated
Reducing  Revolving Note dated November 10, 1997 in the  original
principal amount of $21,500,000.00 payable to the order of Lender
(the   "Prior  Note").   The  indebtedness  of  Maker  originally
evidenced by the Prior Note is a continuing indebtedness  all  of
which  is now evidenced by this Note and nothing contained herein
shall  be  construed to deem paid any portion of the  outstanding
balance  of  the Prior Note that remains unpaid or to release  or
terminate  any  mortgage,  lien,  pledge,  assignment,   security
interest or other encumbrance securing payment of the Prior Note.

      Prior  to  the  Maturity Date and subject to the  Borrowing
Base, Maker may borrow, pay, reborrow and repay sums advanced  in
respect of this Note, so long as Maker is not in violation of any
provision of this Note.

      Maker shall have the right to prepay this Note in whole  or
in  part  at  any time and from time to time without  premium  or
penalty,  but with interest to the date of payment on the  amount
prepaid.  All payments under this Note shall be applied first  to
any accrued interest and then to principal.

      Maker  agrees that if, and as often as, this Note is placed
in  the  hands  of  an attorney for collection or  to  defend  or
enforce any of the holder's rights hereunder, Maker shall pay  to
the  holder hereof its reasonable attorney's fees, together  with
all  court  costs and other expenses incurred and  paid  by  such
holder.

     Maker, endorsers, sureties, guarantors and all other persons
who  may  become  liable for all or any part of  this  obligation
severally  waive presentment for payment, protest and  notice  of
nonpayment.   Said  parties  consent to  any  extension  of  time
(whether one or more) of payment hereof, any renewal (whether one
or  more) hereof, and any release of any party liable for payment
of  this obligation.  Any such extension, renewal or release  may
be made without notice to such party and without discharging said
party's liability hereunder.

      The  failure of the holder of this Note to exercise any  of
the  remedies  or  options set forth  in  this  Note  or  in  any
instrument securing payment hereof, upon the occurrence of one or
more  events  of default, shall not constitute a  waiver  of  the
right  to exercise the same or any other remedy at any subsequent
time  in respect to the same or any other event of default.   The
acceptance of the holder hereof of any payment which is less than
the  total  of  all amounts due and payable at the time  of  such
payment  shall not constitute a waiver of the right  to  exercise
any  of  the  foregoing remedies or options at that time  or  any
subsequent time, or nullify any prior exercise of any such remedy
or  option,  without  the express consent of the  holder  hereof,
except as and to the extent otherwise provided by law.

      It  is the intention of Maker and Lender to comply strictly
with  all  applicable usury laws; accordingly, it is agreed  that
notwithstanding any provisions to the contrary in this  Note,  or
in  any  of  the documents securing payment hereof  or  otherwise
relating  hereto, in no event shall this Note or other  documents
require  the  payment or permit the collection  of  an  aggregate
amount  of interest in excess of the maximum amount permitted  by
any  laws which may apply to this transaction, including the laws
of the State of Oklahoma.

     If any such excess of interest is contracted for, charged or
received  under  this  Note or under the  terms  of  any  of  the
documents  securing payment hereof or otherwise relating  hereto,
or  if the maturity of the indebtedness evidenced by this Note is
accelerated  in  whole  or in part, or if  all  or  part  of  the
principal  or  interest of this Note shall be  prepaid,  so  that
under any of such circumstances the amount of interest (including
all  amounts  payable hereunder or in connection  with  the  loan
evidenced hereby which are not denominated as interest but  which
constitute  interest  under  applicable  laws)  contracted   for,
charged  or  received under this Note shall  exceed  the  maximum
amount of interest permitted by the applicable usury laws, as now
or  hereafter enacted, then in any such event (a) the  provisions
of  this  paragraph shall govern and control, (b)  neither  Maker
hereof nor any other person or entity now or hereafter liable for
the  payment hereof shall be obligated to pay the amount of  such
interest to the extent that it is in excess of the maximum amount
of  interest permitted by the applicable usury laws,  as  now  or
hereafter  enacted, (c) any such excess interest which  may  have
been  collected shall be either applied as a credit  against  the
then  unpaid principal amount hereof or, if this Note shall  have
been  paid in full, refunded to Maker, and (d) the effective rate
of  interest shall be automatically reduced to the maximum lawful
contract rate allowed under the applicable usury laws as  now  or
hereafter  construed  by the courts having jurisdiction  thereof.
It  is  further agreed that without limitation of the  foregoing,
all  calculations of the rate of interest contracted for, charged
or  received under this Note or under such other documents  which
are made for the purpose of determining whether such rate exceeds
the  maximum lawful contract rate, shall be made, to  the  extent
permitted  by  applicable usury laws, by  amortizing,  prorating,
allocating and spreading in equal parts during the period of  the
full  stated  term of the loan evidenced hereby, all interest  at
any  time  contracted  for, charged or  received  from  Maker  or
otherwise by the holder or holders hereof in connection with such
loan.

      Maker and Lender intend and believe that each provision  in
this  Note comports with all applicable local, state and  federal
laws  and  judicial  decisions.  However,  if  any  provision  or
provisions, or if any portion of any provision or provisions,  in
this  Note is found by a court of law to be in violation  of  any
applicable  local,  state  or federal  ordinance,  statute,  law,
administrative  or judicial decision, or public  policy,  and  if
such  court  should declare such portion, provision or provisions
of   this  Note  to  be  illegal,  invalid,  unlawful,  void   or
unenforceable  as written, then it is the intent of  all  parties
hereto that such portion, provision or provisions shall be  given
force  to the fullest possible extent that they are legal,  valid
and  enforceable,  that  the remainder  of  this  Note  shall  be
construed  as  if  such  illegal,  invalid,  unlawful,  void   or
unenforceable portion, provision or provisions were not contained
therein,  and that the rights, obligations and interest of  Maker
and  Lender  under the remainder of this Note shall  continue  in
full force and effect.

      The records of the holder of this Note shall be prima facie
evidence  of  the amount owing on this Note.  This  Note  may  be
assigned by holder without the prior consent of Maker.

      This  Note  is  executed by Maker  pursuant  to  a  lending
transaction  negotiated in, funded from, and to be  performed  in
Oklahoma City, Oklahoma County, Oklahoma.  Maker expressly agrees
that  all  actions or proceedings arising hereunder may,  at  the
option of Lender, be litigated in any state or federal court in a
judicial  district sitting in Oklahoma City, Oklahoma, and  Maker
expressly consents to the jurisdiction of such court, and to  the
venue  of  any  proceeding therein. This Note is to be  construed
according to the laws of the State of Oklahoma and all applicable
federal laws.

      IN WITNESS WHEREOF, the undersigned Maker has executed this
instrument effective the date set forth above.

                              "MAKER":                   HAROLD'S
                              STORES,     INC.,    an    Oklahoma
                              corporation


                              By:

H. Rainey Powell, President
                                   and Chief Operating Officer



                           Exhibit "B"
                                
                                
            FIRST AMENDED AND RESTATED REVOLVING NOTE
                    (Tenant Improvement Loan)


$3,000,000.00                                       June 30, 1998
                                          Oklahoma City, Oklahoma

     For  value  received,  HAROLD'S STORES,  INC.,  an  Oklahoma
corporation   ("Maker"),  promises  to  pay  to  the   order   of
NATIONSBANK,  N.A., P. O. Box 25189, 211 North  Robinson  Avenue,
Oklahoma  City,  Oklahoma, 73125-0189 ("Lender"),  on  or  before
June  30,  2000,  the principal sum of THREE MILLION  AND  NO/100
DOLLARS ($3,000,000.00), together with interest thereon from  the
date  of  funding at the rates hereinafter specified, payable  as
follows:

          The   unpaid  principal  amount  from  time   to   time
     outstanding  under  this Note shall bear interest  from  the
     date hereof at the following rates per annum:  (a)  prior to
     maturity  at a rate per annum equal to the LIBOR  Rate  plus
     the  following amount, determined according to  the  current
     calculation  of Tangible Net Worth under Section  7.9(B)  of
     the Credit Agreement as hereinafter defined:

               Tangible Net Worth       Rate Differential

               $35,800,000.00         plus 1.625%
                    
               $35,000,000.00         plus 1.875%

               $34,000,000.00         plus 2.125%;

     and  (b)  after  maturity  of any  installment,  whether  by
     acceleration or otherwise, until paid at a rate of (i)  five
     percent (5%) plus (ii) the then applicable annual rate  then
     in effect.

          "LIBOR  Rate"  shall mean the London Interbank  Offered
     Rate  for either (i) one (1) month or (ii) three (3) months,
     as  published  in  The  Wall Street Journal  indicating  the
     average  of  interbank offered rates for dollar deposits  in
     the  London  market  based on the quotation  at  five  major
     banks, as elected by Borrower on the 15th day of each month,
     such  election  to be effective until the 15th  day  of  the
     following month.  If the 15th day of a month falls on a date
     when The Wall Street Journal is not published, then the  one
     (1)  month  or three (3) month LIBOR Rate published  in  the
     following  issue  of The Wall Street Journal  shall  be  the
     basis  of  the  applicable  LIBOR  Rate  to  be  elected  by
     Borrower.

          Accrued  interest  shall be payable  monthly  beginning
     July  31,  1998 and on the last day of each month thereafter
     until  maturity,  at  which time all principal  and  accrued
     interest shall become due and payable.

     Interest  shall  be computed on the actual  number  of  days
elapsed on the basis of a 360 day year.

     Payments  of both principal and interest are to be  made  in
the lawful money of the United States of America.

     This  Note  is subject to the terms and provisions  of  that
certain  Third  Amended  and  Restated  Credit  Agreement   dated
November 10, 1997, as amended by that certain First Amendment  to
Third Amended and Restated Credit Agreement of even date herewith
(as  amended, the "Credit Agreement"), by and between  Maker  and
Lender,  to  which reference is made for a statement  of  certain
terms  and provisions, including, without limitation, those under
which  the  maturity date may be accelerated and the indebtedness
evidenced by this Note may be declared to be immediately due  and
payable. Unless otherwise defined, the terms used herein have the
meanings provided in the Credit Agreement.  This Note is  secured
pursuant  to  the Credit Agreement and the other  Loan  Documents
referred  to  therein,  and  reference  is  made  thereto  for  a
statement  of  additional  terms  and  provisions  regarding  the
security for repayment of this Note.
     This Note is an amendment and restatement of, and substitute
and  replacement for, that certain Revolving Note dated  November
10,  1997  in  the  original principal  amount  of  $3,000,000.00
payable  to  the  order  of  Lender  (the  "Prior  Note").    The
indebtedness of Maker originally evidenced by the Prior Note is a
continuing  indebtedness all of which is now  evidenced  by  this
Note and nothing contained herein shall be construed to deem paid
any  portion  of the outstanding balance of the Prior  Note  that
remains  unpaid  or to release or terminate any  mortgage,  lien,
pledge,   assignment,  security  interest  or  other  encumbrance
securing payment of the Prior Note.

     Prior  to  the  maturity date and subject to  the  Borrowing
Base, Maker may borrow, pay, reborrow and repay sums advanced  in
respect of this Note, so long as Maker is not in violation of any
provision of this Note.

     Maker  shall have the right to prepay this Note in whole  or
in  part  at  any time and from time to time without  premium  or
penalty,  but with interest to the date of payment on the  amount
prepaid.  All payments under this Note shall be applied first  to
any accrued interest and then to principal.

     Maker  agrees that if, and as often as, this Note is  placed
in  the  hands  of  an attorney for collection or  to  defend  or
enforce any of the holder's rights hereunder, Maker shall pay  to
the  holder hereof its reasonable attorney's fees, together  with
all  court  costs and other expenses incurred and  paid  by  such
holder.

     Maker, endorsers, sureties, guarantors and all other persons
who  may  become  liable for all or any part of  this  obligation
severally  waive presentment for payment, protest and  notice  of
nonpayment.   Said  parties  consent to  any  extension  of  time
(whether one or more) of payment hereof, any renewal (whether one
or  more) hereof, and any release of any party liable for payment
of  this obligation.  Any such extension, renewal or release  may
be made without notice to such party and without discharging said
party's liability hereunder.

     The  failure of the holder of this Note to exercise  any  of
the  remedies  or  options set forth  in  this  Note  or  in  any
instrument securing payment hereof, upon the occurrence of one or
more  events  of default, shall not constitute a  waiver  of  the
right  to exercise the same or any other remedy at any subsequent
time  in respect to the same or any other event of default.   The
acceptance of the holder hereof of any payment which is less than
the  total  of  all amounts due and payable at the time  of  such
payment  shall not constitute a waiver of the right  to  exercise
any  of  the  foregoing remedies or options at that time  or  any
subsequent time, or nullify any prior exercise of any such remedy
or  option,  without  the express consent of the  holder  hereof,
except as and to the extent otherwise provided by law.

     It  is  the intention of Maker and Lender to comply strictly
with  all  applicable usury laws; accordingly, it is agreed  that
notwithstanding any provisions to the contrary in this  Note,  or
in  any  of  the documents securing payment hereof  or  otherwise
relating  hereto, in no event shall this Note or other  documents
require  the  payment or permit the collection  of  an  aggregate
amount  of interest in excess of the maximum amount permitted  by
any  laws which may apply to this transaction, including the laws
of the State of Oklahoma.

     If any such excess of interest is contracted for, charged or
received  under  this  Note or under the  terms  of  any  of  the
documents  securing payment hereof or otherwise relating  hereto,
or  if the maturity of the indebtedness evidenced by this Note is
accelerated  in  whole  or in part, or if  all  or  part  of  the
principal  or  interest of this Note shall be  prepaid,  so  that
under any of such circumstances the amount of interest (including
all  amounts  payable hereunder or in connection  with  the  loan
evidenced hereby which are not denominated as interest but  which
constitute  interest  under  applicable  laws)  contracted   for,
charged  or  received under this Note shall  exceed  the  maximum
amount of interest permitted by the applicable usury laws, as now
or  hereafter enacted, then in any such event (a) the  provisions
of  this  paragraph shall govern and control, (b)  neither  Maker
hereof nor any other person or entity now or hereafter liable for
the  payment hereof shall be obligated to pay the amount of  such
interest to the extent that it is in excess of the maximum amount
of  interest permitted by the applicable usury laws,  as  now  or
hereafter  enacted, (c) any such excess interest which  may  have
been  collected shall be either applied as a credit  against  the
then  unpaid principal amount hereof or, if this Note shall  have
been  paid in full, refunded to Maker, and (d) the effective rate
of  interest shall be automatically reduced to the maximum lawful
contract rate allowed under the applicable usury laws as  now  or
hereafter  construed  by the courts having jurisdiction  thereof.
It  is  further agreed that without limitation of the  foregoing,
all  calculations of the rate of interest contracted for, charged
or  received under this Note or under such other documents  which
are made for the purpose of determining whether such rate exceeds
the  maximum lawful contract rate, shall be made, to  the  extent
permitted  by  applicable usury laws, by  amortizing,  prorating,
allocating and spreading in equal parts during the period of  the
full  stated  term of the loan evidenced hereby, all interest  at
any  time  contracted  for, charged or  received  from  Maker  or
otherwise by the holder or holders hereof in connection with such
loan.

     Maker  and Lender intend and believe that each provision  in
this  Note comports with all applicable local, state and  federal
laws  and  judicial  decisions.  However,  if  any  provision  or
provisions, or if any portion of any provision or provisions,  in
this  Note is found by a court of law to be in violation  of  any
applicable  local,  state  or federal  ordinance,  statute,  law,
administrative  or judicial decision, or public  policy,  and  if
such  court  should declare such portion, provision or provisions
of   this  Note  to  be  illegal,  invalid,  unlawful,  void   or
unenforceable  as written, then it is the intent of  all  parties
hereto that such portion, provision or provisions shall be  given
force  to the fullest possible extent that they are legal,  valid
and  enforceable,  that  the remainder  of  this  Note  shall  be
construed  as  if  such  illegal,  invalid,  unlawful,  void   or
unenforceable portion, provision or provisions were not contained
therein,  and that the rights, obligations and interest of  Maker
and  Lender  under the remainder of this Note shall  continue  in
full force and effect.

     The  records of the holder of this Note shall be prima facie
evidence  of  the amount owing on this Note.  This  Note  may  be
assigned by holder without the prior consent of Maker.

     This  Note  is  executed  by Maker  pursuant  to  a  lending
transaction  negotiated in, funded from, and to be  performed  in
Oklahoma City, Oklahoma County, Oklahoma.  Maker expressly agrees
that  all  actions or proceedings arising hereunder may,  at  the
option of Lender, be litigated in any state or federal court in a
judicial  district sitting in Oklahoma City, Oklahoma, and  Maker
expressly consents to the jurisdiction of such court, and to  the
venue  of  any  proceeding therein. This Note is to be  construed
according to the laws of the State of Oklahoma and all applicable
federal laws.

     IN  WITNESS WHEREOF, the undersigned Maker has executed this
instrument effective the date set forth above.

     "MAKER":                                  HAROLD'S   STORES,
                              INC., an Oklahoma corporation


                              By:
                                   H.  Rainey  Powell,  President
                                   and Chief Operating Officer

                                
                           Exhibit "C"
                                
                                
            FIRST AMENDED AND RESTATED REVOLVING NOTE
                   (Letter of Credit Facility)


$5,700,000.00  June 30, 1998
                                          Oklahoma City, Oklahoma

      For  value  received, HAROLD'S STORES,  INC.,  an  Oklahoma
corporation   ("Maker"),  promises  to  pay  to  the   order   of
NATIONSBANK,  N.A., P. O. Box 25189, 211 North  Robinson  Avenue,
Oklahoma City, Oklahoma, 73125-0189 ("Lender"), on or before June
30,  2000,  the  principal  sum of  FIVE  MILLION  SEVEN  HUNDRED
THOUSAND  AND  NO/100  DOLLARS  ($5,700,000.00),  together   with
interest   thereon  from  the  date  of  funding  at  the   rates
hereinafter specified, payable as follows:

            The   unpaid  principal  amount  from  time  to  time
     outstanding  under  this Note shall bear interest  from  the
     date hereof at the following rates per annum:  (a)  prior to
     maturity   on the average daily outstanding balance  of  the
     liabilities under the Letter of Credit Facility  at  a  rate
     per  annum equal to the LIBOR Rate plus two percent (2.00%);
     and  (b)  after  maturity  of any  installment,  whether  by
     acceleration or otherwise, until paid at a rate of (i)  five
     percent (5%) plus (ii) the then applicable annual rate  then
     in effect.

           "LIBOR  Rate" shall mean the London Interbank  Offered
     Rate  for either (i) one (1) month or (ii) three (3) months,
     as  published  in  The  Wall Street Journal  indicating  the
     average  of  interbank offered rates for dollar deposits  in
     the  London  market  based on the quotation  at  five  major
     banks, as elected by Borrower on the 15th day of each month,
     such  election  to be effective until the 15th  day  of  the
     following month.  If the 15th day of a month falls on a date
     when The Wall Street Journal is not published, then the  one
     (1)  month  or three (3) month LIBOR Rate published  in  the
     following  issue  of The Wall Street Journal  shall  be  the
     basis  of  the  applicable  LIBOR  Rate  to  be  elected  by
     Borrower.

           Accrued  interest  shall be payable monthly  beginning
     July  31,  1998 and on the last day of each month thereafter
     until  maturity,  at  which time all principal  and  accrued
     interest shall become due and payable.

      Interest  shall be computed on the actual  number  of  days
elapsed on the basis of a 360 day year.

      Payments of both principal and interest are to be  made  in
the lawful money of the United States of America.

      This  Note is subject to the terms and provisions  of  that
certain  Third  Amended  and  Restated  Credit  Agreement   dated
November 10, 1997, as amended by that certain First Amendment  to
Third Amended and Restated Credit Agreement of even date herewith
(as  amended, the "Credit Agreement"), by and between  Maker  and
Lender, to which reference is made for a statement of such  terms
and  provisions, including, without limitation, those under which
the  maturity  date  may  be  accelerated  and  the  indebtedness
evidenced  by  this  Note  declared to  be  immediately  due  and
payable. Unless otherwise defined, the terms used herein have the
meanings provided in the Credit Agreement.  This Note is  secured
pursuant  to  the Credit Agreement and the other  Loan  Documents
referred  to  therein,  and  reference  is  made  thereto  for  a
statement  of  additional  terms  and  provisions  regarding  the
security for repayment of this Note.

     This Note is an amendment and restatement of, substitute and
replacement  for,  and  increase in that certain  Revolving  Note
dated  November  10,  1997 in the original  principal  amount  of
$2,000,000.00 payable to the order of Lender (the "Prior  Note").
The  indebtedness of Maker originally evidenced by the Prior Note
is  a  continuing indebtedness all of which is now  evidenced  by
this Note and nothing contained herein shall be construed to deem
paid  any  portion of the outstanding balance of the  Prior  Note
that  remains  unpaid  or to release or terminate  any  mortgage,
lien,  pledge, assignment, security interest or other encumbrance
securing payment of the Prior Note.

      Prior  to  the  maturity date and subject to the  Borrowing
Base, Maker may borrow, pay, reborrow and repay sums advanced  in
respect of this Note, so long as Maker is not in violation of any
provision of this Note.

      Maker shall have the right to prepay this Note in whole  or
in  part  at  any time and from time to time without  premium  or
penalty,  but with interest to the date of payment on the  amount
prepaid.  All payments under this Note shall be applied first  to
any accrued interest and then to principal.

      Maker  agrees that if, and as often as, this Note is placed
in  the  hands  of  an attorney for collection or  to  defend  or
enforce any of the holder's rights hereunder, Maker shall pay  to
the  holder hereof its reasonable attorney's fees, together  with
all  court  costs and other expenses incurred and  paid  by  such
holder.

     Maker, endorsers, sureties, guarantors and all other persons
who  may  become  liable for all or any part of  this  obligation
severally  waive presentment for payment, protest and  notice  of
nonpayment.   Said  parties  consent to  any  extension  of  time
(whether one or more) of payment hereof, any renewal (whether one
or  more) hereof, and any release of any party liable for payment
of  this obligation.  Any such extension, renewal or release  may
be made without notice to such party and without discharging said
party's liability hereunder.

      The  failure of the holder of this Note to exercise any  of
the  remedies  or  options set forth  in  this  Note  or  in  any
instrument securing payment hereof, upon the occurrence of one or
more  events  of default, shall not constitute a  waiver  of  the
right  to exercise the same or any other remedy at any subsequent
time  in respect to the same or any other event of default.   The
acceptance of the holder hereof of any payment which is less than
the  total  of  all amounts due and payable at the time  of  such
payment  shall not constitute a waiver of the right  to  exercise
any  of  the  foregoing remedies or options at that time  or  any
subsequent time, or nullify any prior exercise of any such remedy
or  option,  without  the express consent of the  holder  hereof,
except as and to the extent otherwise provided by law.

      It  is the intention of Maker and Lender to comply strictly
with  all  applicable usury laws; accordingly, it is agreed  that
notwithstanding any provisions to the contrary in this  Note,  or
in  any  of  the documents securing payment hereof  or  otherwise
relating  hereto, in no event shall this Note or other  documents
require  the  payment or permit the collection  of  an  aggregate
amount  of interest in excess of the maximum amount permitted  by
any  laws which may apply to this transaction, including the laws
of the State of Oklahoma.

     If any such excess of interest is contracted for, charged or
received  under  this  Note or under the  terms  of  any  of  the
documents  securing payment hereof or otherwise relating  hereto,
or  if the maturity of the indebtedness evidenced by this Note is
accelerated  in  whole  or in part, or if  all  or  part  of  the
principal  or  interest of this Note shall be  prepaid,  so  that
under any of such circumstances the amount of interest (including
all  amounts  payable hereunder or in connection  with  the  loan
evidenced hereby which are not denominated as interest but  which
constitute  interest  under  applicable  laws)  contracted   for,
charged  or  received under this Note shall  exceed  the  maximum
amount of interest permitted by the applicable usury laws, as now
or  hereafter enacted, then in any such event (a) the  provisions
of  this  paragraph shall govern and control, (b)  neither  Maker
hereof nor any other person or entity now or hereafter liable for
the  payment hereof shall be obligated to pay the amount of  such
interest to the extent that it is in excess of the maximum amount
of  interest permitted by the applicable usury laws,  as  now  or
hereafter  enacted, (c) any such excess interest which  may  have
been  collected shall be either applied as a credit  against  the
then  unpaid principal amount hereof or, if this Note shall  have
been  paid in full, refunded to Maker, and (d) the effective rate
of  interest shall be automatically reduced to the maximum lawful
contract rate allowed under the applicable usury laws as  now  or
hereafter  construed  by the courts having jurisdiction  thereof.
It  is  further agreed that without limitation of the  foregoing,
all  calculations of the rate of interest contracted for, charged
or  received under this Note or under such other documents  which
are made for the purpose of determining whether such rate exceeds
the  maximum lawful contract rate, shall be made, to  the  extent
permitted  by  applicable usury laws, by  amortizing,  prorating,
allocating and spreading in equal parts during the period of  the
full  stated  term of the loan evidenced hereby, all interest  at
any  time  contracted  for, charged or  received  from  Maker  or
otherwise by the holder or holders hereof in connection with such
loan.

      Maker and Lender intend and believe that each provision  in
this  Note comports with all applicable local, state and  federal
laws  and  judicial  decisions.  However,  if  any  provision  or
provisions, or if any portion of any provision or provisions,  in
this  Note is found by a court of law to be in violation  of  any
applicable  local,  state  or federal  ordinance,  statute,  law,
administrative  or judicial decision, or public  policy,  and  if
such  court  should declare such portion, provision or provisions
of   this  Note  to  be  illegal,  invalid,  unlawful,  void   or
unenforceable  as written, then it is the intent of  all  parties
hereto that such portion, provision or provisions shall be  given
force  to the fullest possible extent that they are legal,  valid
and  enforceable,  that  the remainder  of  this  Note  shall  be
construed  as  if  such  illegal,  invalid,  unlawful,  void   or
unenforceable portion, provision or provisions were not contained
therein,  and that the rights, obligations and interest of  Maker
and  Lender  under the remainder of this Note shall  continue  in
full force and effect.

      The records of the holder of this Note shall be prima facie
evidence  of  the amount owing on this Note.  This  Note  may  be
assigned by holder without the prior consent of Maker.

      This  Note  is  executed by Maker  pursuant  to  a  lending
transaction  negotiated in, funded from, and to be  performed  in
Oklahoma City, Oklahoma County, Oklahoma.  Maker expressly agrees
that  all  actions or proceedings arising hereunder may,  at  the
option of Lender, be litigated in any state or federal court in a
judicial  district sitting in Oklahoma City, Oklahoma, and  Maker
expressly consents to the jurisdiction of such court, and to  the
venue  of  any  proceeding therein. This Note is to be  construed
according to the laws of the State of Oklahoma and all applicable
federal laws.

      IN WITNESS WHEREOF, the undersigned Maker has executed this
instrument effective the date set forth above.


                              "MAKER":                   HAROLD'S
                              STORES,     INC.,    an    Oklahoma
                              corporation


                              By:

                                   H. Rainey Powell, President
                                   and Chief Operating Officer


                           Exhibit "D"
                                
                                
              FIRST AMENDED AND RESTATED TERM NOTE



$2,194,177.96  June 30, 1998
                                          Oklahoma City, Oklahoma

           For value received, HAROLD'S STORES, INC., an Oklahoma
corporation   ("Maker"),  promises  to  pay  to  the   order   of
NATIONSBANK,  N.A., P. O. Box 25189, 211 North  Robinson  Avenue,
Oklahoma  City,  Oklahoma, 73125-0189 ("Lender"),  on  or  before
June 30, 2000 the principal sum of TWO MILLION ONE HUNDRED NINETY
FOUR  THOUSAND  ONE  HUNDRED SEVENTY  SEVEN  AND  96/100  Dollars
($2,194,177.96), together with interest thereon from the date  of
funding at the rates hereinafter specified, payable as follows:

            The   unpaid  principal  amount  from  time  to  time
     outstanding  under  this Note shall bear interest  from  the
     date hereof at the following rates per annum:  (a)  prior to
     maturity  at a rate per annum equal to the LIBOR  Rate  plus
     the  following amount, determined according to  the  current
     calculation  of Tangible Net Worth under Section  7.9(B)  of
     the Credit Agreement, as hereinafter defined:

               Tangible Net Worth       Rate Differential

               $35,800,000.00         plus 1.625%

               $35,000,000.00         plus 1.875%

               $34,000,000.00         plus 2.125%;

     and  (b)  after  maturity  of any  installment,  whether  by
     acceleration or otherwise, until paid at a rate of (i)  five
     percent (5%) plus (ii) the then applicable annual rate  then
     in effect.

           "LIBOR  Rate" shall mean the London Interbank  Offered
     Rate  for either (i) one (1) month or (ii) three (3) months,
     as  published  in  The  Wall Street Journal  indicating  the
     average  of  interbank offered rates for dollar deposits  in
     the  London  market  based on the quotation  at  five  major
     banks,  as  elected by Maker on the 15th day of each  month,
     such  election  to be effective until the 15th  day  of  the
     following month.  If the 15th day of a month falls on a date
     when The Wall Street Journal is not published, then the  one
     (1)  month  or three (3) month LIBOR Rate published  in  the
     following  issue  of The Wall Street Journal  shall  be  the
     basis of the applicable LIBOR Rate to be elected by Maker.

          Principal in an amount equal to the amount of principal
     due to Maker from CMT pursuant to the CMT Loan, plus accrued
     interest, shall be payable monthly beginning July  31,  1998
     and on the last day of each month thereafter until maturity,
     at  which  time  all  principal and accrued  interest  shall
     become  due  and payable.  Each monthly installment  payment
     made  under  this Note shall be applied first to the  unpaid
     interest accrued and then to the principal balance thereof.

      Interest  shall be computed on the actual  number  of  days
elapsed on the basis of a 360 day year.

      Payments of both principal and interest are to be  made  in
the lawful money of the United States of America.

      This  Note is subject to the terms and provisions  of  that
certain  Third  Amended  and  Restated  Credit  Agreement   dated
November 10, 1997, as amended by that certain First Amendment  to
Third Amended and Restated Credit Agreement of even date herewith
(as  amended, the "Credit Agreement"), by and between  Maker  and
Lender, to which reference is made for a statement of such  terms
and  provisions, including, without limitation, those under which
the  maturity  date  may  be  accelerated  and  the  indebtedness
evidenced by this Note may be declared to be immediately due  and
payable. Unless otherwise defined, the terms used herein have the
meanings provided in the Credit Agreement.  This Note is  secured
pursuant  to  the Credit Agreement and the other  Loan  Documents
referred  to  therein,  and  reference  is  made  thereto  for  a
statement  of  additional  terms  and  provisions  regarding  the
security for repayment of this Note.

     This Note is an amendment and restatement of, and substitute
and  replacement for, that certain Term Note dated  November  10,
1997 in the original principal amount of $2,340,792.00 payable to
the  order  of  Lender (the "Prior Note").  The  indebtedness  of
Maker  originally  evidenced by the Prior Note  is  a  continuing
indebtedness  all  of which is now evidenced  by  this  Note  and
nothing  contained herein shall be construed  to  deem  paid  any
portion of the outstanding balance of the Prior Note that remains
unpaid  or  to  release or terminate any mortgage, lien,  pledge,
assignment,  security  interest  or  other  encumbrance  securing
payment of the Prior Note.

      Maker shall have the right to prepay this Note in whole  or
in  part  at  any time and from time to time without  premium  or
penalty,  but with interest to the date of payment on the  amount
prepaid.  All payments under this Note shall be applied first  to
any accrued interest and then to principal.

      Maker  agrees that if, and as often as, this Note is placed
in  the  hands  of  an attorney for collection or  to  defend  or
enforce any of the holder's rights hereunder, Maker shall pay  to
the  holder hereof its reasonable attorney's fees, together  with
all  court  costs and other expenses incurred and  paid  by  such
holder.

     Maker, endorsers, sureties, guarantors and all other persons
who  may  become  liable for all or any part of  this  obligation
severally  waive presentment for payment, protest and  notice  of
nonpayment.   Said  parties  consent to  any  extension  of  time
(whether one or more) of payment hereof, any renewal (whether one
or  more) hereof, and any release of any party liable for payment
of  this obligation.  Any such extension, renewal or release  may
be made without notice to such party and without discharging said
party's liability hereunder.

      The  failure of the holder of this Note to exercise any  of
the  remedies  or  options set forth  in  this  Note  or  in  any
instrument securing payment hereof, upon the occurrence of one or
more  events  of default, shall not constitute a  waiver  of  the
right  to exercise the same or any other remedy at any subsequent
time  in respect to the same or any other event of default.   The
acceptance of the holder hereof of any payment which is less than
the  total  of  all amounts due and payable at the time  of  such
payment  shall not constitute a waiver of the right  to  exercise
any  of  the  foregoing remedies or options at that time  or  any
subsequent time, or nullify any prior exercise of any such remedy
or  option,  without  the express consent of the  holder  hereof,
except as and to the extent otherwise provided by law.

      It  is the intention of Maker and Lender to comply strictly
with  all  applicable usury laws; accordingly, it is agreed  that
notwithstanding any provisions to the contrary in this  Note,  or
in  any  of  the documents securing payment hereof  or  otherwise
relating  hereto, in no event shall this Note or other  documents
require  the  payment or permit the collection  of  an  aggregate
amount  of interest in excess of the maximum amount permitted  by
any  laws which may apply to this transaction, including the laws
of the State of Oklahoma.

     If any such excess of interest is contracted for, charged or
received  under  this  Note or under the  terms  of  any  of  the
documents  securing payment hereof or otherwise relating  hereto,
or  if the maturity of the indebtedness evidenced by this Note is
accelerated  in  whole  or in part, or if  all  or  part  of  the
principal  or  interest of this Note shall be  prepaid,  so  that
under any of such circumstances the amount of interest (including
all  amounts  payable hereunder or in connection  with  the  loan
evidenced hereby which are not denominated as interest but  which
constitute  interest  under  applicable  laws)  contracted   for,
charged  or  received under this Note shall  exceed  the  maximum
amount of interest permitted by the applicable usury laws, as now
or  hereafter enacted, then in any such event (a) the  provisions
of  this  paragraph shall govern and control, (b)  neither  Maker
hereof nor any other person or entity now or hereafter liable for
the  payment hereof shall be obligated to pay the amount of  such
interest to the extent that it is in excess of the maximum amount
of  interest permitted by the applicable usury laws,  as  now  or
hereafter  enacted, (c) any such excess interest which  may  have
been  collected shall be either applied as a credit  against  the
then  unpaid principal amount hereof or, if this Note shall  have
been  paid in full, refunded to Maker, and (d) the effective rate
of  interest shall be automatically reduced to the maximum lawful
contract rate allowed under the applicable usury laws as  now  or
hereafter  construed  by the courts having jurisdiction  thereof.
It  is  further agreed that without limitation of the  foregoing,
all  calculations of the rate of interest contracted for, charged
or  received under this Note or under such other documents  which
are made for the purpose of determining whether such rate exceeds
the  maximum lawful contract rate, shall be made, to  the  extent
permitted  by  applicable usury laws, by  amortizing,  prorating,
allocating and spreading in equal parts during the period of  the
full  stated  term of the loan evidenced hereby, all interest  at
any  time  contracted  for, charged or  received  from  Maker  or
otherwise by the holder or holders hereof in connection with such
loan.
      Maker and Lender intend and believe that each provision  in
this  Note comports with all applicable local, state and  federal
laws  and  judicial  decisions.  However,  if  any  provision  or
provisions, or if any portion of any provision or provisions,  in
this  Note is found by a court of law to be in violation  of  any
applicable  local,  state  or federal  ordinance,  statute,  law,
administrative  or judicial decision, or public  policy,  and  if
such  court  should declare such portion, provision or provisions
of   this  Note  to  be  illegal,  invalid,  unlawful,  void   or
unenforceable  as written, then it is the intent of  all  parties
hereto that such portion, provision or provisions shall be  given
force  to the fullest possible extent that they are legal,  valid
and  enforceable,  that  the remainder  of  this  Note  shall  be
construed  as  if  such  illegal,  invalid,  unlawful,  void   or
unenforceable portion, provision or provisions were not contained
therein,  and that the rights, obligations and interest of  Maker
and  Lender  under the remainder of this Note shall  continue  in
full force and effect.

      The records of the holder of this Note shall be prima facie
evidence  of  the amount owing on this Note.  This  Note  may  be
assigned by holder without the prior consent of Maker.

      This  Note  is  executed by Maker  pursuant  to  a  lending
transaction  negotiated in, funded from, and to be  performed  in
Oklahoma City, Oklahoma County, Oklahoma.  Maker expressly agrees
that  all  actions or proceedings arising hereunder may,  at  the
option of Lender, be litigated in any state or federal court in a
judicial  district sitting in Oklahoma City, Oklahoma, and  Maker
expressly consents to the jurisdiction of such court, and to  the
venue  of  any  proceeding therein. This Note is to be  construed
according to the laws of the State of Oklahoma and all applicable
federal laws.

      IN WITNESS WHEREOF, the undersigned Maker has executed this
instrument effective the date set forth above.

                              "MAKER":                   HAROLD'S
                              STORES,     INC.,    an    Oklahoma
                              corporation


                              By:

                                   H. Rainey Powell, President
                                   and Chief Operating Officer




                           Exhibit "E"




        MONTHLY BORROWING BASE AND COMPLIANCE CERTIFICATE

                      HAROLD'S STORES, INC.

                    DATE:  For Period Ending



NationsBank, N.A.
P. O. Box 25189
Oklahoma City, Oklahoma  73125-0189

ATTN:  Kelly H. Sachs, Vice President

Dear Kelly:

      This certificate is hereby submitted in compliance with the
requirements  of  that certain Third Amended and Restated  Credit
Agreement  entered  into  and effective  November  10,  1997,  as
amended by a First Amendment entered into and effective June  30,
1998 (as amended, the "Credit Agreement") by and between HAROLD'S
STORES,   INC.,   an   Oklahoma  corporation  ("Borrower"),   and
NATIONSBANK, N.A. ("Lender").

       By  execution  hereof,  the  undersigned  duly  authorized
officer,  on behalf of Borrower certifies that:  (1)  no  Default
and  no Event of Default has occurred or is continuing under  the
terms  of  any  of the Financing Agreements or, if a  Default  or
Event  of Default has occurred during such month, attached hereto
as  Schedule  "2" is a description of such Default  or  Event  of
Default and of the actions Borrower has taken or intends to  take
to   cure  the  same,  (2)  all  representations  and  warranties
contained in the Financing Agreements remain as true and  correct
on  this  date  as  when they were originally  submitted  to  the
Lender, and (3) the facts and information provided herein and  in
the  case  of  any  accompanying  request  for  disbursement   on
Borrower's  Revolving  Note is true and correct.   The  following
information  is  a  true  and correct  summary  of  all  eligible
accounts receivable and inventory and the financial condition  of
the  Borrower.   Attached hereto as Schedule "1" is  a  true  and
correct summary of all trade accounts receivable and attached  as
Schedule "2" is a separate summary of current outstanding Letters
of Credit.

A.  The Borrowing Base is correctly computed below:

1.   Accounts resulting from invoices to               
retail customers of Borrower for                       
purchases billed to such customers'
accounts
$                                                      

(a)  Less each Account subject to setoff   ($   )      
or other claim
    
(b)  Less each Account where collection    ($   )      
is doubtful
    
(c)  Less each Account if any minimum                  
portion is unpaid for more than 60 days    ($   )
under any statement

(d)  Less any Account where the account                
debtor is insolvent or in receivership     ($   )

(e)  Less any affiliate, intercompany or               
interstore accounts                        ($   )

(f)  Less Accounts subject to liens in                 
favor of Persons other than Lender         ($   )

(g)  Eligible Accounts - Net                           
          [1 - (a) - (b) - (c) - (d) -                 $
(e) - (f)]

2.   Inventory (Estimated)                             $
                                                       
3.   Commercial Letters of Credit                      $
                                                       
4.   Borrowing Base Calculation                        
                                           
(a)  multiply 1(g) by .80                  $

(b)  multiply 2 by .50                     $           
    
     (c)  multiply 3 by .50                $           
                                                       
     (d)  Enter the lesser of (i)                      
$19,000,000.00  or                         $
          (ii) the sum of 3(a) plus 3(b)
plus 3(c)

     (e)  less amount funded on            ($   )      
Revolving Loan

     (f)  less Commercial L/Cs issued      ($   )      
under Letter
          of Credit Facility

     (g)  less Standby L/Cs issued under   ($   )      
Letter
          of Credit Facility



          Borrowing Base Availability                  $
          4(d) - (e) - (f) - (g)


B.   The  following are correct computations of Borrower's  Total
Liabilities and Tangible Net Worth.

1.   Borrower's Total Liabilities                      
Calculation

     (a)  All obligations of Borrower                  
which, in accordance with GAAP, would be   
shown on Borrower's balance sheet as a     $
liability

     (b)  All rental obligations under                 
leases required to be capitalized under    $
GAAP

     (c)  All guarantees and other         $           
contingent liabilities

     (d)  Liabilities of others secured                
by lien or security interest in            $
Borrower's property

     (e)  Less debt expressly              ($   )      
subordinated to Lender

     (f)  Borrower's Total Liabilities                 
          [(a) + (b) + (c) + (d) - (e)]                $

2.   Borrower's Tangible Net Worth                     
Calculation

     (a)  Stockholders' equity in          $           
Borrower

     (b)  Plus debt expressly              $           
subordinated to Lender

     (c)  Less General Intangibles         ($   )      

     (d)  Less receivables due from        ($   )      
shareholders

     (e)  Less receivables due from any                
Affiliate or Subsidiary                    ($   )

     (f)  Borrower's Tangible Net Worth                
          [(a) + (b) - (c) - (d) - (e)]                $

    The  Tangible Net Worth shall be no less than $34,000,000  at
    all times.

C.  The  following  ratio  is  correctly  computed  below  (on  a
    Quarterly Basis):

1.   Total Liabilities to Tangible Net          
Worth Ratio                                     
     [calculated as 1(e) / 2(f)]                :1

    The  Total Liabilities to Tangible Net Worth Ratio shall  not
    exceed 1.25:1.

D.  New  Stores openings scheduled for this month (list  by  date
    and location):

    1.

    2.

    3.

    4.

Sincerely,

HAROLD'S STORES, INC.



By:

Title:

                           Exhibit "F"




        QUARTERLY BORROWING BASE & COMPLIANCE CERTIFICATE

                      HAROLD'S STORES, INC.

                    DATE:  For Period Ending



NationsBank, N.A.
P. O. Box 25189
Oklahoma City, Oklahoma  73125-0189

ATTN:  Kelly H. Sachs, Vice President

Dear Kelly:

      This certificate is hereby submitted in compliance with the
requirements  of  that certain Third Amended and Restated  Credit
Agreement  entered  into  and effective  November  10,  1997,  as
amended by a First Amendment entered into and effective June  30,
1998 (as amended, the "Credit Agreement") by and between HAROLD'S
STORES,   INC.,   an   Oklahoma  corporation   ("Borrower")   and
NATIONSBANK, N.A. ("Lender").

       By  execution  hereof,  the  undersigned  duly  authorized
officer,  on  behalf  of  Borrower  certifies  that:    (1)   all
representations  and  warranties  contained  in   the   Financing
Agreements remain as true and correct on this date as  when  they
were  originally submitted to the Lender, and (2) the  facts  and
information  provided herein and in the case of any  accompanying
request for disbursement on Borrower's Revolving Note is true and
correct.  The following information is a true and correct summary
of  all  eligible  accounts  receivable  and  inventory  and  the
financial condition of Borrower.  Attached hereto as Schedule "1"
is  a  true  and correct summary of all trade accounts receivable
and  attached  as Schedule "2" is a separate summary  of  current
outstanding Letter of Credit.

A.
    The Borrowing Base is correctly computed below:

1.   Eligible Accounts - Net (as                   
calculated on most recent monthly                  $
borrowing base certificate)

2.   Inventory (as reported on most                
recent 10Q filed with the Securities    
and Exchange Commission):

   (a)    Raw Materials                              $      

   (b)    Work In Process                            $

   (c)    Finished Goods                            

   (d)    Total Inventory owned by Borrower and
          Harold's Subsidiaries and located at
          Borrower's and Harold's Subsidiaries'
          principal places of business
          [2(a) + 2(b) + 2(c)]                                         $  

   (e)    Less Inventory that cannot or
          will not be held for sale
          to customers; and, specifically,
          that Inventory which is damaged,
          obsolete, or not readily saleable          ($  )
    
   (f)    Less Inventory which is
          subject to any rescission or
          reclamation right                           ($  )
    
   (g)    Less Inventory which is                     ($  )
          subject to any lien in favor
          of any Person other than
          Lender
    
   (h)    Eligible Inventory - Net
          [2(d) - 2(e) - 2(f) - 2(g)]                                $

3. Commercial Letters of Credit                                      $

4.   Borrowing Base Calculation
                                                   
   (a)  multiply 1 by .80                           $
    
   (b)  multiply 2(h) by .50                        $
                                                   
   (c)  multiply 3 by .50                           $ 

   (d)  Enter the lesser of (i) $19,000,000.00      $
        or (ii) the sum of 3(a) plus
        3(b) plus 3(c)


   (e)  less amount funded on Revolving Loan         ($   )     

   (f)  less Commercial L/Cs committed               ($   )     

   (g)  less Standby L/Cs issued                     ($   )     



          Borrowing Base                              $          
        4(d) - (e) - (f) - (g)

A.       The following are correct computations of Borrower's
Total  Liabilities  and Tangible Net Worth     to  be  tested
quarterly within 45 days of each fiscal quarter end.

1.   Borrower's Total Liabilities Calculation                   
    
   (a)  All obligations of                  
        Borrower which, in accordance with      
        GAAP, would be shown on Borrower's      $
        balance sheet as a liability

   (b) All rental obligations              
       under leases required to be              $
       capitalized under GAAP

   (c) All guarantees and                       $          
       other contingent liabilities

   (d) Liabilities of others               
       secured by lien or security interest     $
       in Borrower's property

   (e) Less debt expressly                     ($   )     
       subordinated to Lender

   (f) Borrower's Total                    
       Liabilities                                                  $
      [(a) + (b) + (c) + (d) -(g)]

2.        Borrower's Tangible Net                  
Worth Calculation

   (a)  Stockholders' equity                    $          
        in Borrower

   (b)  Plus debt expressly                     $          
        subordinated to Lender

   (c)  Less General Intangibles             ($   )     

   (d)  Less receivables due                 ($   )     
        from shareholders

   (e)  Less receivables due                
        from any Affiliate or Subsidiary     ($   )

   (g)  Borrower's Tangible                 
        Net Worth                                                     $
        [(a) + (b) - (c) - (d) -(e)]

    The  Tangible Net Worth shall be no less than $34,000,000  at
    all times.

A.    The  following  ratio is correctly computed  below  and  is
tested  quarterly  within forty-five (45) days  of  each  company
quarter end:

Total Liabilities to Tangible Net         
Worth Ratio                               
     [calculated as 1(e) / 2(f)]          :1

    The  Total Liabilities to Tangible Net Worth Ratio shall  not
    exceed 1.25:1.


Sincerely,

HAROLD'S STORES, INC.



By:

Title:



                      HAROLD'S STORES, INC.
                   FIRST AMENDED AND RESTATED
                     STOCKHOLDERS' AGREEMENT


THIS  AGREEMENT is made as of this 15th day of June, 1998,  among
the  signatories,  in  order to amend and  restate  the  Harold's
Stores, Inc., Stockholders' Agreement dated August 20, 1987.

          W I T N E S S E T H:

WHEREAS,  the  parties to this Agreement desire to promote  their
mutual interests by imposing certain restrictions and obligations
on  the  voting and on the right to dispose of shares  of  common
stock,  par value $0.01 per share, of Harold's Stores,  Inc.,  an
Oklahoma  corporation, owned by them, and accordingly  desire  to
enter into this Stockholders' Agreement;

NOW, THEREFORE, in consideration of the promises contained herein
and  the benefits to be derived from the mutual observance of the
provisions of this Agreement, the parties agree as follows:

1.   Definitions.   When  used in this Agreement,  the  following
     terms shall, unless the context otherwise requires, have the
     meaning specified in this Section.

          1.1    Agreement.   This  First  Amended  and  Restated
          Stockholders'   Agreement,   including   all   exhibits
          attached hereto, as amended from time to time.

          1.2   Corporation.  Harold's Stores, Inc., an  Oklahoma
          corporation, formerly Harold's Stores, Inc., a Delaware
          corporation.

          1.3   Original  Agreement.  The Harold's Stores,  Inc.,
          Stockholders' Agreement of August 20, 1987.

      1.4   Representative.  The Chairman of  the  Board  of  the
Corporation.

          1.5   Stock.   Any or all shares of common  stock,  par
          value $0.01 per share, of the Corporation, owned  by  a
          Stockholder  as  of  the  date  of  this  Agreement  or
          hereafter acquired, all of which shares are subject  to
          this Agreement.

          1.6   Stockholder.   Any person who has  executed  this
          Agreement,  including a transferee who has  executed  a
          notification of disposition in conformity with  Section
          5.3,  or who is subject to this Agreement, and  his  or
          her   heirs,   personal  representatives,   successors,
          assigns  and  transferees to the extent this  Agreement
          provides that such persons shall be bound hereby.

2.   Parties to This Agreement.

          2.1   Initial  Parties.  The initial  parties  to  this
          Agreement shall be the Stockholders who are signatories
          to  this  Agreement  and named on  Exhibit  A  attached
          hereto.

          2.2  Additional Parties.  It is contemplated that other
          persons who acquire Stock from any Stockholder  by  any
          means  or method of transfer, except those who  acquire
          stock  pursuant  to Sections 5.2(b) or  (c),  shall  be
          required to become parties to this Agreement.  Any such
          person so becoming an additional party hereto shall  be
          deemed a "Stockholder" as that term is used herein, and
          shall be subject to all of the rights, obligations  and
          duties  of  a  Stockholder under this  Agreement.   The
          addition  of  such  subsequent  transferees   to   this
          Agreement shall be governed by Section 5.3.

3.   Term.  The term of this Agreement shall exist for so long as
     the Stock is owned by a Stockholder.

4.   Voting.   During the continuance in force of this Agreement,
     the  Stockholders shall vote, with respect to all  corporate
     matters  (i)  presented  to a vote of  stockholders  at  any
     annual or special meeting of stockholders of the Company for
     any  purpose, or (ii) to which a stockholder is entitled  to
     express  consent or dissent in writing, all shares of  Stock
     owned by them in accordance with the following procedures:

          4.1   Majority  Determination.  Each Stockholder  shall
          vote  his Stock in the manner determined by a  vote  of
          those Stockholders holding a majority of the shares  of
          Stock  subject  to  the Agreement.  The  Representative
          shall   be  responsible  for  notifying  each  of   the
          Stockholders of such majority decision.

          4.2   Irrevocable  Proxy.  In order  to  implement  the
          decisions of the majority as described in Section  4.1,
          each   Stockholder  hereby  irrevocably  appoints   the
          Representative  as  his true and lawful  attorney  with
          full  power of substitution and resubstitution for  him
          and  in  his  name to attend and vote,  or  to  appoint
          proxies,  on his behalf all of his shares of  Stock  at
          any  special  or annual meeting of the stockholders  of
          the  Corporation, or to execute in his name and on  his
          behalf any consent relating to any matter submitted  to
          a  vote of the stockholders of the Corporation, all  in
          accordance  with  the majority determination  described
          above  and  the  other terms of this  Agreement.    The
          Stockholders agree and acknowledge that this  proxy  is
          coupled   with   an   interest  and,  accordingly,   is
          irrevocable for the purpose and period contemplated  in
          this Agreement.

5.   Restrictions  Upon  Disposition.  No  Stockholder  shall  be
     permitted to dispose of any of his Stock except as  provided
     in  this  Section  5.  The term "dispose" includes,  without
     limitation,  the  acts of selling, assigning,  transferring,
     pledging,  encumbering,  giving  and  any  other   form   of
     conveying, whether voluntary or by operation of law.
          5.1  Permitted Dispositions.

                     (a)   Permitted Dispositions.  A Stockholder
               may  at  any time dispose of all or any number  of
               the  shares of Stock owned by such Stockholder (in
               trust,  custodianship or otherwise) to or for  the
               benefit  of  himself, his spouse, or  any  of  his
               parents, or natural or adopted descendants, or the
               spouse of any such descendants; provided, however,
               any  transferee or transferees shall  comply  with
               the  provisions  of  Section 5.3  as  a  condition
               precedent  to the validity of any such disposition
               by  the Stockholder.  A Stockholder may pledge  or
               encumber all or any portion of his Stock; provided
               that in connection with the granting of a security
               interest  with respect to the Stock, such  grantee
               agrees  that in the event of foreclosure  of  such
               security  interest  respecting  the  Stock,   such
               grantee  will comply or cause the compliance  with
               Section 5.3.

                     (b)  Death of Stockholder.  In the event  of
               death  of  any  Stockholder,  the  duly  appointed
               personal   representative  of  such  Stockholder's
               estate  shall,  for all purposes, succeed  to  all
               rights    and   obligations   of   such   deceased
               Stockholder    under   this    Agreement.     Upon
               distribution   of  the  estate  of  any   deceased
               Stockholder, the heirs, distributees  or  legatees
               receiving  distribution of  any  shares  of  Stock
               shall   likewise   succeed  to  all   rights   and
               obligations  of  such deceased  Stockholder  under
               this Agreement.

     5.2  Restrictions Upon Sale.

                     (a)   Right  of First Refusal.   During  the
               continuance   in  force  of  this  Agreement,   no
               Stockholder shall be permitted to sell any  shares
               of   Stock   [except  by  means  of  a   Permitted
               Disposition  under  Section  5.1(a)]  unless   the
               number  of  shares of Stock owned by  the  selling
               Stockholder proposed to be sold shall  have  first
               been offered in writing by the selling Stockholder
               for  sale  to  each of the nonselling Stockholders
               who  shall have a pre-emptive right to purchase  a
               Proportionate Percentage of the Stock offered  for
               sale at the same price and upon the same terms  as
               such  proposed  sale by accepting  such  offer  in
               writing  within thirty (30) days from the date  of
               the  delivery  of  such written  offer.   For  the
               purposes   of   this   Section   5.2,   the   term
               "Proportionate   Percentage"   means,   for   each
               Stockholder, the percentage determined by dividing
               the  number  of  shares of  Stock  owned  by  such
               nonselling Stockholder by the number of the shares
               of Stock owned by all nonselling Stockholders.  To
               the   extent   one  or  more  of  the   nonselling
               Stockholders  does not accept the  offer  to  sell
               (and  those  nonselling Stockholders shall  notify
               all other nonselling Stockholders of such decision
               not  to accept such offer within fifteen (15) days
               after   the  date  of  delivery  by  the   selling
               Stockholder   of  such  written   offer   to   the
               nonselling  Stockholders),  then  each  of   those
               nonselling Stockholders accepting the offer  shall
               have  the right to purchase the percentage of  the
               remaining shares of Stock offered for sale by  the
               Selling  Stockholder determined based on  relative
               Proportionate Percentages of each such  nonselling
               Stockholders.

                          The  selling Stockholder shall  not  be
               obligated  to sell any of the shares of  Stock  to
               the  nonselling Stockholders unless all shares  of
               Stock  offered for sale by the selling Stockholder
               are purchased by the nonselling Stockholders.

                     (b)   Right to Sell Stock.  If all the Stock
               offered for sale by the selling Stockholder is not
               purchased  by  the  nonselling  Stockholders,   as
               provided  in Section 5.2(a) (or if the  nonselling
               Stockholders  have sooner waived in writing  their
               rights   to   accept  such  offer)   the   selling
               Stockholder  shall,  subject  to  compliance  with
               Section 5.3, have the right for a period of thirty
               (30)  days  from  the date of  expiration  of  the
               thirty-day  option  granted in Section  5.2(a)  to
               sell  the number of shares of Stock which had been
               offered  to the nonselling Stockholders in Section
               5.2(a) at a price not less than and upon terms not
               more  favorable  than offered  to  the  nonselling
               Stockholders.  Any shares of Stock not sold within
               such thirty-day period after there shall have been
               compliance with  this Section 5 shall again become
               subject to the restrictions of this Agreement.

                     (c)  Consent to Sale in Public Offering  and
               Other   Sales.   Notwithstanding  the  limitations
               prescribed   by  Section  5.2(a)   -   (b),   each
               Stockholder agrees and acknowledges that sales  of
               no more than Five Thousand (5,000) shares of Stock
               in  any  twelve  (12)  consecutive  months  by   a
               Stockholder to the public pursuant to an effective
               registration statement filed under the  Securities
               Act  of  1933, as amended, after the date  hereof,
               pursuant  to  Rule  144 shall not  be  subject  to
               Section 5.

          5.3    Conditions   Precedent  to   Disposition.    Any
          disposition of Stock, except pursuant to Section 5.1(b)
          and Sections 5.2(b) or (c), shall be invalid unless (a)
          there  shall have been filed with the Secretary of  the
          Corporation  a written and dated notification  of  such
          disposition  in  form satisfactory to counsel  for  the
          Corporation,  executed  and acknowledged  by  both  the
          Stockholder   and   the   transferee   containing   the
          acceptance  by the transferee of all of the  terms  and
          provisions of this Agreement, which shall have the same
          effect  as  if  the  transferee had  been  an  original
          signatory   to  this  Agreement,  and  (b)  the   Stock
          transferred  shall  be  represented  by  a  certificate
          bearing the legend described in Section 7.

6.   Additional Acquisitions of Stock.  If additional  shares  of
     Stock  or  any  other class of voting capital stock  of  the
     Corporation  are  acquired in any manner by  a  Stockholder,
     such shares of voting capital stock so acquired shall become
     subject to this Agreement.

7.   Endorsement   of  Stock  Certificates.   Immediately   after
     execution of this Agreement, each Stockholder shall  deliver
     to  the Corporation the certificates representing all of the
     shares of the Stock owned by each such Stockholder, and  the
     Corporation shall endorse on each such certificate a  legend
     reading substantially as follows:

Any   transfer  of  the  shares  of  stock  represented  by  this
certificate  is  restricted  by  a  First  Amended  and  Restated
Stockholders' Agreement, dated June 15, 1998, and any  amendments
thereto,  copies  of  which are on file  with  the  Secretary  of
Harold's  Stores,  Inc.  By acceptance of this  certificate,  the
holder hereof agrees to be bound by the terms of such Agreement.

     A  copy  of this Agreement shall be filed with the Secretary
     of  the Corporation.  During the term of this Agreement, the
     foregoing  legend  shall  be endorsed  on  each  certificate
     representing  shares  of  Stock  hereafter  issued  by   the
     Corporation  to any transferee of a Stockholder whose  Stock
     shall  be  subject  to  the terms  of  this  Agreement.   No
     Stockholder shall cause or permit the removal of the  legend
     from the certificates representing the shares of Stock owned
     by such Stockholder.

8.   Reorganization  of  the  Corporation.   The  merger  of  the
     Corporation   into   one  or  more  corporations,   or   the
     consolidation   of  the  Corporation   and   one   or   more
     corporations, whether or not the Corporation  shall  be  the
     surviving  corporation, or the spin-off of the  stock  of  a
     corporation   previously  controlled  by   the   Corporation
     ("Controlled  Corporation"), or a  recapitalization  of  the
     Corporation shall have no effect upon the rights and  duties
     of  the  parties hereto.  In the event of any  such  merger,
     consolidation, spin-off or recapitalization, this  Agreement
     shall  apply  in  all particulars to all shares  of  capital
     stock of any surviving corporation, or in the case of a spin-
     off,  to  the  shares  of capital stock  of  the  Controlled
     Corporation  acquired  by  the  Stockholders  in  connection
     therewith,  and  all  references to the  Corporation  herein
     shall  apply  to  any  surviving corporation  or  Controlled
     Corporation.

9.   Amendment  and Termination.  This Agreement shall  terminate
     or  may be amended at any time upon the affirmative vote  of
     Stockholders holding seventy-five percent (75%) of the Stock
     subject  to  this  Agreement  or  upon  the  bankruptcy   or
     receivership of the Corporation, or upon the dissolution  of
     the  Corporation  for purposes of terminating  the  business
     operated  by  the  Corporation.  Upon  termination  of  this
     Agreement with respect to all of the Stock, the Secretary of
     the  Corporation  shall,  upon tender  of  the  Certificates
     representing  the Stock, cause to be issued new certificates
     without the legend provided in Section 7.

10.  Specific  Enforcement.   The parties hereto  hereby  declare
     that  it is impossible to measure in money the damages which
     will  accrue  to  a party hereto or to his  heirs,  personal
     representatives,  or  assigns by  reason  of  a  failure  to
     perform  any  of  the obligations under this  Agreement  and
     agree that the terms of this Agreement shall be specifically
     enforceable.   If  any party hereto or his  heirs,  personal
     representatives  or  assigns  institutes   any   action   or
     proceeding  to  specifically enforce the provisions  hereof,
     any person against whom such action or proceeding is brought
     hereby  waives the claim or defense therein that such  party
     or  such  personal representative has an adequate remedy  at
     law,  and  such person shall not urge in any such action  or
     proceeding  the  claim or defense that such  remedy  at  law
     exists.

11.  Original   Agreement.   The  provisions  of   the   Original
     Agreement,  and  the parties' rights and duties  thereunder,
     are   superseded  by  the  terms  and  provisions  of   this
     Agreement.

12.  General.

          12.1   Notices.   All  notices,  offers,   acceptances,
          requests and other communications hereunder shall be in
          writing and shall be sufficient if delivered personally
          or  if  mailed by registered or certified mail, postage
          prepaid,  return receipt requested, to the Stockholders
          at  the  addresses  on  Exhibit A,  or  at  such  other
          addresses  as the parties hereto may designate  to  the
          others   in  writing.   All  notices  shall  be  deemed
          received  when  delivered  personally  or,  if  mailed,
          within three (3) business days after being mailed.

          12.2  Integrated Agreement.  This Agreement constitutes
          the  entire  agreement among the parties and supersedes
          all  prior  agreements  and  understandings  among  the
          parties  relating  to the subject matter  hereof.   All
          exhibits attached hereto are hereby incorporated herein
          and made a part of this Agreement.  This instrument  is
          not intended to have any legal effect whatsoever, or to
          be   a  legally  binding  agreement,  or  any  evidence
          thereof, until it has been signed by all parties.

          12.3  Invalidity.  If any one or more of the provisions
          contained  in  this Agreement shall for any  reason  be
          held  to  be invalid, illegal or unenforceable  in  any
          respect,     such     invalidity,     illegality     or
          unenforceability   shall  not  affect   the   remaining
          provisions of this Agreement, and this Agreement  shall
          be   construed   as   if  such  invalid,   illegal   or
          unenforceable  provision or provisions had  never  been
          contained herein.

          12.4  Binding Effect.  This Agreement shall be  binding
          upon   the   Stockholders,  their   respective   heirs,
          successors,    assigns,    transferees    and     legal
          representatives,  and shall also be  binding  upon  any
          person to whom any Stock is transferred in violation of
          this Agreement.

          12.5  Counterpart  Execution.  This  Agreement  may  be
          executed  in  two or more counterparts, each  of  which
          shall  be  deemed to be an original, but all  of  which
          together   shall  constitute  but  one  and  the   same
          instrument.

          12.6 Applicable Law.  This Agreement shall be construed
          and  enforced in accordance with the laws of the  State
          of Oklahoma.

          12.7  Section Headings.  Section headings contained  in
          this  Agreement  are for reference purposes  only,  and
          shall   not   affect  in  any  way   the   meaning   or
          interpretation of this Agreement.

          12.8 Number and Gender.  Whenever herein a word is used
          in  the  singular,  the same shall include  the  plural
          where  appropriate,  and  words  of  one  gender  shall
          include the other gender where appropriate.

          12.9  Attorneys' Fees.  In any action  brought  by  any
          party  hereto to enforce the obligations of  any  other
          party hereto, the prevailing party shall be entitled to
          collect such party's reasonable attorneys' fees,  court
          costs and expenses in such action.

IN  WITNESS WHEREOF, the parties hereto have executed this  First
Amended  and Restated Stockholders' Agreement as of the  day  and
year first above written.

"REPRESENTATIVE"

_______________________________________
REBECCA P. CASEY
CHAIRMAN OF THE BOARD

"STOCKHOLDERS"

______________________________________
REBECCA POWELL CASEY


_______________________________________
MICHAEL T. CASEY

                              
                                   REBECCA   POWELL   CASEY,   as
                                   Custodian   for  Meredith   M.
                                   Casey, Under the Texas Uniform
                                   Gifts to Minors Act


                              
                                   REBECCA   POWELL   CASEY,   as
                                   Custodian   for   Lindsey   M.
                                   Casey, Under the Texas Uniform
                                   Gifts to Minors Act



                                   REBECCA POWELL CASEY, as
                                   Custodian for Bryan A. Casey,
                                   Under the Texas Uniform Gifts
                                   to Minors Act




                                   MICHAEL T. CASEY, as Trustee
                                   of the H. Rainey Powell and
                                   Mary U. Powell 1997
                                   Irrevocable Trust

                                   HAROLD G. POWELL



                                   H. RAINEY POWELL



                                   MARY U. POWELL



                                   H. RAINEY POWELL, as Custodian
                                   for Elizabeth M. Powell, Under
                                   the Oklahoma Uniform Transfers
                                   to Minors Act




                                   H. RAINEY POWELL, as Custodian
                                   for  Alex M. Powell, Under the
                                   Oklahoma Uniform Transfers  to
                                   Minors Act



                                   LISA POWELL HUNT



                                   CLAY M. HUNT


                                   LISA POWELL HUNT, as Custodian
                                   for  Miles M. Hunt, under  the
                                   Texas  Uniform Gifts to Minors
                                   Act

                                   LISA POWELL HUNT, as Custodian
                                   for Patrick M. Hunt, under the
                                   Texas  Uniform Gifts to Minors
                                   Act



                                   LISA POWELL HUNT, as Custodian
                                   for   Hayden  Elizabeth  Hunt,
                                   under  the Texas Uniform Gifts
                                   to Minors Act
                                   SECURITY NATIONAL BANK & TRUST
                                   COMPANY OF NORMAN, Trustee  of
                                   the  Elizabeth M. Powell Trust
                                   A


                              By:
                              Title:




                                   SECURITY NATIONAL BANK & TRUST
                                   COMPANY OF NORMAN, Trustee  of
                                   the  Elizabeth M. Powell Trust
                                   B


                              By:
                              Title:








                            EXHIBIT A
                               to
                      HAROLD'S STORES, INC.
                   FIRST AMENDED AND RESTATED
                     STOCKHOLDERS' AGREEMENT
                      As of April 30, 1998
                                
                                
           STOCKHOLDERS AND STOCK SUBJECT TO AGREEMENT
                                
                                
Stockholder and Address                                    Stock

Harold G. Powell                                          146,524
2516 Walnut Road
Norman, OK   73072

Rebecca Powell Casey                                      655,892
4230 McFarlin
Dallas, TX   75205

H. Rainey Powell                                          393,480
1926 Pin Oak Circle
Norman, OK   73072

Lisa Powell Hunt                                          301,097
3940 Marquette
Dallas, TX   75225

Michael T. Casey                                          321,432
4230 McFarlin
Dallas, TX   75205

Mary U. Powell                                             66,875
1926 Pin Oak Circle
Norman, OK   73072

Clay M. Hunt                                               35,041
3940 Marquette
Dallas, TX   75225




Stockholder and Address                                     Stock

The   Security  National  Bank  and                          90,298 
Trust  Company  of   Norman,
Trustee of Elizabeth M. Powell Trust A
200 East Main Street
P.O. Drawer 900
Norman, OK   73070
ATTN: Trust Department

The   Security  National  Bank  and                           402,497  
Trust  Company  of   Norman,
Trustee of Elizabeth M. Powell Trust B
200 East Main Street
P.O. Drawer 900
Norman, OK   73070
ATTN: Trust Department

Rebecca  Powell  Casey,  as  Custodian                           35,041       
for  Meredith  M.  Casey,
under the Texas Uniform Gifts to Minors Act
4320 McFarlin
Dallas, TX   75205

Rebecca  Powell  Casey,  as  Custodian                            35,041  
for  Lindsey  M.   Casey,
under the Texas Uniform Gifts to Minors Act
4320 McFarlin
Dallas, TX   75205

Rebecca   Powell  Casey,  as  Custodian                           35,041
for  Bryan   A.   Casey,
under the Texas Uniform Gifts to Minors Act
4320 McFarlin
Dallas, TX   75205

H.   Rainey  Powell,  as  Custodian                                36,091 
for  Elizabeth  M.   Powell,
under the Oklahoma Uniform Transfers to Minors Act
1926 Pin Oak Circle
Norman, OK   73072

H.   Rainey   Powell,   as  Custodian                               36,091   
for   Alex   M.   Powell,
under the Oklahoma Uniform Transfers to Minors Act
1926 Pin Oak Circle
Norman, OK   73072

Lisa   Powell   Hunt,   as   Custodian                            35,041  
for   Miles   M.   Hunt,
under the Texas Uniform Gifts to Minors Act
3940 Marquette
Dallas, TX   75225

Lisa   Powell   Hunt,   as  Custodian                              35,041
for   Patrick   M.   Hunt,
under the Texas Uniform Gifts to Minors Act
3940 Marquette
Dallas, TX   75225

Lisa  Powell  Hunt,  as  Custodian  for                            15,574  
Hayden  Elizabeth  Hunt,
under the Texas Uniform Gifts to Minors Act
3940 Marquette
Dallas, TX   75225

Michael T. Casey,   Trustee                                        42,000      
of H. Rainey and Mary U. Powell
Family 1997 Irrevocable Trust
765 Asp
Norman, OK  73069


                         LEASE AGREEMENT
                       (MAPLE STREET DBO)

         THIS  AMENDED AND RESTATED LEASE AGREEMENT is  made  and
entered  into  this  30 day of June, 1998,  by  and  between  329
PARTNERS-II LIMITED PARTNERSHIP, an Oklahoma Limited Partnership,
hereinafter   called   "Landlord,"  and   HAROLD'S   DBO,   INC.,
hereinafter called "Tenant."
                            ARTICLE I

                            PREMISES

         1.1  Agreement to Lease.  In consideration of the rents,
covenants  and agreements hereinafter reserved and  contained  on
the  part  of  Tenant to be observed and performed, the  Landlord
demises and leases to the Tenant, and Tenant rents from Landlord,
the  following described real property situated in Dallas County,
Texas, described on Exhibit "A" (the "Premises").  As is shown by
the  architect's drawing attached, as Exhibit "B,"  the  Premises
contains 50,356 square feet.

                           ARTICLE II

                              TERM

         2.1  Term of Lease.  The term of this lease shall be for
twelve   (12)  years,  beginning  thirty  (30)  days  after   the
completion  of  the Landlord's Work or on the date  Tenant  first
occupies the Premises, as an office, whichever first occurs  (the
"Commencement   Date"),  and  terminating   twelve   (12)   years
thereafter  (the "Expiration Date"), unless sooner terminated  as
herein provided.

                           ARTICLE III

                              RENT

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

        Month 1 through 36               $453,204.00
        Month 37 through 77              $478,382.00
        Month 73 through 108             $503,560.00
        Month 107 through 144                $528,738.00

which  said  sums  shall be payable in advance in  equal  monthly
installments on the first day of each and every month during  the
lease term, the first of such monthly installments to be due  and
payable on the Commencement Date.
          3.2   Late  Charges.   If  Tenant  fails  to  make  any
installment  of  Base  Rent,  or  any  other  sum  due   Landlord
hereunder,  within ten (10) days after such amount is  due,  then
the  Landlord  may make or assess a late charge of three  percent
(3%) of the amount of each delinquent payment.  Any assessment of
late charges by Landlord shall be considered for all purposes  as
Additional Rent under the terms of this Lease, and shall be added
to  and payable with the next maturing monthly rental installment
following  such  assessment.  Assessment by Landlord  of  a  late
charge  as  herein  provided shall be without  prejudice  to  any
remedies  provided  by  law or under the provisions  hereof.   No
assessment, payment or acceptance of a late charge shall  operate
as  a  waiver or estoppel of the right of Landlord to  declare  a
default hereunder, or to pursue any default remedies provided  by
this Lease or by law.  Such late charge shall be earned from  the
day after the due date to the date paid.

                           ARTICLE IV

                      CONDITION OF PREMISES

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

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

                            ARTICLE V

             ALTERATIONS, ADDITIONS AND IMPROVEMENTS

         5.1  Landlord's  Work.  Prior to the Commencement  Date,
Landlord  shall  remodel the Premises for Tenant's  occupancy  in
accordance with Plans and Specifications prepared by The McKinney
Partnership Architects which will include, but not be limited to,
the items described on Exhibit "C" to this Lease (the "Landlord's
Work").  Those matters listed on Exhibit "C," as not provided  by
the  Landlord, shall be installed by Tenant at its sole cost  and
expense.

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

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


                           ARTICLE VI

                     REPAIR AND MAINTENANCE

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

        6.2  Landlord's Option to Make Tenant Repairs.  If Tenant
refuses  or  neglects to repair the Premises within  thirty  (30)
days  after  receipt of Landlord's written demand,  Landlord  may
make  such  repairs without liability to Tenant for any  loss  or
damage that may accrue to Tenant's merchandise, fixtures or other
property,  or  to Tenant's business by reason thereof,  and  upon
completion  thereof, Tenant shall pay Landlord's cost for  making
such  repairs,  plus  fifteen percent (15%)  for  overhead,  upon
presentation of bills therefor, as Additional Rent.

         6.3   Landlord's Maintenance.  Landlord shall  keep  the
roof,  exterior walls, foundations and building structure of  the
Premises  in  a  good  state  of repair;  provided,  however,  if
Landlord  is  required to make repairs to structural portions  by
reason  of  Tenant's negligent act or omission to  act,  Landlord
shall  add  the cost of such repairs, plus fifteen percent  (15%)
for overhead, to the rent which shall thereafter become due.

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

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

                           ARTICLE VII

                            UTILITIES

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

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

                           ARTICLE IX

                     INSURANCE AND INDEMNITY

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

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

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

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

                            ARTICLE X

                          CASUALTY LOSS

         10.1   Damage  to  Premises.  If the Premises  shall  be
damaged  by  fire,  the elements, unavoidable accident  or  other
casualty, but are not thereby rendered untenantable in  whole  or
in part, Landlord shall, at Landlord's expense, cause such damage
to  be  repaired, and the rent shall not be abated.  If by reason
of  such  occurrence, the Premises shall be rendered untenantable
only  in  part, Landlord shall, at Landlord's expense, cause  the
damage  to  be  repaired, and the Base Rent  meanwhile  shall  be
abated proportionately as to the portion of the Premises rendered
untenantable.    If  the  Premises  shall  be   rendered   wholly
untenantable by reason of such occurrence, the Landlord shall, at
Landlord's  expense, cause such damage to be  repaired,  and  the
Base  Rent  meanwhile shall abate until the  Premises  have  been
restored  and rendered tenantable, or Landlord may, at Landlord's
election, terminate this Lease and the tenancy hereby created  by
giving  to Tenant, within thirty (30) days following the date  of
said occurrence, written notice of Landlord's election to do  so,
and  in the event of such termination, rent shall be adjusted  as
of such date.

                           ARTICLE XI

                SUBORDINATION AND NON-DISTURBANCE

         11.1  Subordination.  This Lease shall be subordinate to
any  mortgage  or Deed of Trust that is now or may  hereafter  be
placed upon the Premises, and to any and all advances to be  made
thereunder,  and  to the interest thereon, and to  all  renewals,
replacements and extensions thereof; provided that the  Mortgagee
or  holder  of  the  Deed  of  Trust executes  a  Non-Disturbance
Agreement  assuring  tenant  of its possession  of  the  Premises
notwithstanding a default by Landlord on the Mortgage or Deed  of
Trust, so long as Tenant is not in default under this Lease.






                           ARTICLE XII

                    ASSIGNMENT OR SUBLETTING

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

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

                          ARTICLE XIII

                          CONDEMNATION

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

         13.2   Taking  of All of Premises.  If such  proceedings
shall  result in taking of the whole or substantially all of  the
Premises,  this  Lease  shall terminate from  the  date  of  such
taking, and all rent and other sums or charges provided herein to
be  paid  by Tenant shall be apportioned and paid to the date  of
such  taking.   If  less than substantially all of  the  Premises
shall  be  taken in such proceedings, this Lease shall  terminate
only  as to the portion of the Premises so taken, and this  Lease
shall continue for the balance of its term as to the part of  the
Premises  remaining.  In the event of a partial taking, the  Base
Rent to be paid by Tenant after such taking shall be reduced  pro
rata  in  proportion  to which the space so taken  bears  to  the
entire space in the Premises originally demised.
         13.3  Taking of Less Than All of Premises.  If less than
substantially all of the Premises shall be taken, Landlord  shall
repair  the  remaining portion of the Premises so as  to  restore
same as a building complete in itself, but Landlord shall not  be
obligated to expend thereon more than the sum allowed to Landlord
in  such condemnation proceeding for damage to the Premises, less
expenses    incurred   by   Landlord   for    such    proceeding.
Notwithstanding the foregoing, if the expense of such restoration
would be greater than the sum allowed Landlord, less expenses  in
the condemnation proceeding, then Landlord shall have the option,
for  a  period  of  thirty (30) days after such partial  payment,
within which to terminate this Lease.

          13.4   Tenant's  Damages.   Although  the  damages  for
diminution  in  value  of the leasehold or fee  of  the  Premises
belong  to  Landlord, Tenant shall have the right  to  claim  and
recover from the condemning authority such compensation as may be
separately awarded or recoverable by Tenant in Tenant's own right
on  account of any and all damages to Tenant's business by reason
of  the condemnation and for or on account of any cost or loss to
which  Tenant  might  be  put in removing  Tenant's  merchandise,
furniture, fixtures, leasehold improvements and equipment.

                           ARTICLE XIV

                      ACCESS AND EASEMENTS

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

          14.2    Structural  Repairs.   If  an   excavation   or
construction shall be made upon land adjacent to the Premises, or
shall  be  authorized  to be made, Tenant grants  to  the  person
causing  or  authorized to cause such excavation or construction,
license to enter upon the Premises for the purpose of doing  such
work as Landlord shall deem necessary to preserve the wall or the
building of which the Premises form a part from injury or damage,
and  to support the same by proper foundations, without any claim
for damages or indemnification against Landlord, or diminution or
abatement of rent.

                           ARTICLE XV

                        TENANT'S PROPERTY

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

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

                           ARTICLE XVI

                         USE OF PREMISES

         16.1  Tenant's Usage.  Tenant agrees to use the Premises
for  a  commercial office and such other uses as may be permitted
by law.  Tenant shall not occupy or use, or permit any portion of
the  Premises to be occupied or used for any business or  purpose
which, in Landlord's opinion, is unlawful, disreputable or deemed
to  be extra hazardous on account of fire, or permit anything  to
be  done  which  would  in  any way increase  the  rate  of  fire
insurance coverage on the Premises and/or its contents.

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

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

                          ARTICLE XVII

                       PEACEFUL ENJOYMENT

         17.1   Covenant  of  Landlord.  Tenant  shall,  and  may
peacefully  have,  hold and enjoy the Premises,  subject  to  the
other  terms  hereof, providing Tenant pays  the  rentals  herein
recited  and  performs Tenant's covenants and  agreements  herein
contained.

                          ARTICLE XVIII

                      DEFAULT AND REMEDIES

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

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

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

                C.   Abandonment or vacation of the  Premises  by
            Tenant;

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

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

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

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

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

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

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

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


                           ARTICLE XIX

                       OPTION TO PURCHASE

         19.1    Terms of Option.  So long as Lessee shall not be
in  default  hereunder, Lessee shall have the option to  purchase
the Premises for the greater of (i) the Cost Basis at the time of
the  exercise of the option or (ii) ninety percent (90%)  of  the
Appraised  Value of the Premises at the time of the  exercise  of
the  option.  For the purposes hereof, "Cost Basis" shall be  the
sum  of  all  funds  expended  by Landlord  in  the  acquisition,
remodeling,  maintenance  and  financing  of  the  Premises  with
interest  on  all  funds  expended at  the  national  prime  rate
published  by  The  Wall Street Journal from the  date  expended.
Landlord shall furnish Tenant with a statement of the Cost  Basis
within thirty (30) days after receipt of a written request.   For
the purposes hereof, "Appriased Value" shall mean the average  of
two  (2)  MAI  appraisals obtained by Landlord and Tenant  within
ninety  (90) days after Tenant notifies Landlord of its  exercise
of  the  option.  If Landlord and Tenant cannot agree on the  two
(2) MAI appraisers, each of them, shall appoint one (1).  Cost of
the appraisals shall be shared equally.

         19.2     Means  of Exercise of Option and  Closing.   In
order to exercise this option, Tenant shall give Landlord written
notice during the term of the Lease.  In the event the option  is
exercised, closing shall take place at a title company in Dallas,
Texas,  selected by Landlord.  At closing Landlord  shall  convey
title  to Lessee by General Warranty Deed, subject only to  those
encumbrances listed as exceptions in the Title Policy No.  009325
issued  by  First  American  Title Insurance  Company;  provided,
however,  that  all  Mortgages or Deeds of Trust  placed  on  the
Premises  by Landlord shall be paid off and released at  closing,
unless  Tenant and the lender agree upon an assumption by Tenant,
in  which event the amount of the loan will be deducted from  the
purchase  price.   Landlord  shall  cause  a  new  owner's  title
insurance policy to be issued to Tenant at closing.  The costs of
closing shall be allocated between the parties in accordance with
the  customary allocation of such costs between buyer and  seller
in similar transactions in Dallas, Texas.


                           ARTICLE XX

                    MISCELLANEOUS PROVISIONS

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

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

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

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

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

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

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

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

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

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

         20.11   Recording.  This Lease may not  be  recorded  by
either  party, but at the request of either party,  Landlord  and
Tenant shall execute a short form memorandum of this Lease, which
may be recorded for all purposes.

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

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

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

        EXECUTED as of the day and year first above written.

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

                                                              By:
                                 329  HOLDING  LLC,  an  Oklahoma
                                 Limited Liability Company



By:_________________________________________
                                   H. Rainey Powell, CEO-Manager
                                   Address:  765 Asp Avenue
                                             Norman, OK   73069



"TENANT"                                                 HAROLD'S
                               DBO, INC.


                                                              By:
_________________________________________
                              REBECCA P. CASEY, PRESIDENT
                                   Address:  5919 Maple Avenue
                                             Dallas, TX  75235


                         ACKNOWLEDGMENT


STATE OF OKLAHOMA   )
                         )  ss:
COUNTY OF CLEVELAND )

           The  foregoing instrument was acknowledged  before  me
this 30th day of  June, 1998, by H. RAINEY POWELL, CEO-Manager of
329 HOLDING LLC, an Oklahoma Limited Liability Company, on behalf
of  329  PARTNERS-II  LIMITED PARTNERSHIP,  an  Oklahoma  Limited
Partnership.


                                             Notary Public
My commission expires:






STATE OF OKLAHOMA   )
                         )  ss:
COUNTY OF CLEVELAND )

           The  foregoing instrument was acknowledged  before  me
this  30th  day of June, 1998, by REBECCA P. CASEY, President  of
HAROLD'S  DBO,  INC.,  a Texas Corporation,  on  behalf  of  said
corporation.



                                             Notary Public
                                             State of Oklahoma

My commission expires:



                            EXHIBIT A
                               to
                         LEASE AGREEMENT
                                
                                
                                
                                
                  LEGAL DESCRIPTION OF PREMISES