1
                                
               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-
            November 1, 1997                                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  December 8, 1997, the registrant had 5,749,627 shares of
Common Stock outstanding.

              Harold's Stores, Inc. & Subsidiaries
                            Index to
                  Quarterly Report on Form 10-Q
              For the Period Ended November 1, 1997

Part I. - FINANCIAL INFORMATION                                        Page

     Item 1.   Financial Statements

Consolidated  Balance  Sheets - November 1,1997  (unaudited)  and
February 1, 1997                                     3

Consolidated Statements of Earnings -
      Thirteen Weeks and Thirty-nine Weeks ended November 1, 1997
(unaudited)
               and November 2, 1996 (unaudited)                           5

Consolidated Statements of Stockholders' Equity -
      Thirty-nine  Weeks ended November 1, 1997  (unaudited)  and
November 2, 1996(unaudited)                                               6

Consolidated Statements of Cash Flows -
      Thirty-nine  Weeks ended November 1, 1997  (unaudited)  and
November 2, 1996(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  6.  Exhibits and Reports on Form 8-K                          12

     Signature                                                           13
             HAROLD'S STORES, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                             ASSETS
                         (In Thousands)
                                
                                              November 1,    February 1,
                                                     1997           1997
                                               (unaudited)              
 Current Assets:                                            
                                                                        
    Cash and cash equivalents                         $16            433
    Trade accounts receivable, less                                     
 allowance                                          6,977          5,476
        for doubtful accounts of $226 in
 1998 & $215 in 1997
    Other receivables                                 771            673
    Merchandise inventories                        37,103         28,544
    Prepaid expenses                                2,659          2,174
    Prepaid income tax                                751              -
    Deferred income taxes                                               
                                                    1,615          1,615
                                                                        
    Total current assets                                                
                                                   49,892         38,915
                                                                        
 Property and equipment, at cost                   27,571         25,001
 Less accumulated depreciation and                                      
 amortization                                      (9,685)       (7,897)
                                                                        
    Net property and equipment                                          
                                                   17,886         17,104
                                                                        
 Other receivables, non current                     2,211          2,603
 Other assets                                                           
                                                      322            986
                                                                        
    Total assets                                  $70,311         59,608
             HAROLD'S STORES, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
              LIABILITIES AND STOCKHOLDERS' EQUITY
                (In Thousands Except Share Data)

                                                November 1,  February 1,
                                                       1997         1997
                                                (unaudited)             
                                                                        
 Current liabilities:                                                   
                                                                        
    Current maturities of long-term debt               $259          110
    Accounts payable                                 10,209        6,668
    Redeemable gift certificates                        674          923
    Accrued bonuses and payroll expenses              1,509        1,958
    Accrued rent expense                                164          298
    Income taxes payable                                                
                                                          -          942
                                                                        
           Total current liabilities                                    
                                                     12,815       10,899
                                                                        
 Long-term debt, net of current maturities           21,291       12,528
 Deferred income taxes                                  146          146
                                                                        
                                                                        
                                                                        
 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                                                     57           57
             outstanding 5,745,706 in November
 and 5,713,526 in February
     Additional paid-in capital                      31,858       31,548
     Retained earnings                                                  
                                                      4,144        4,430
                                                                        
       Total stockholders' equity                                       
                                                     36,059       36,035
                                                                        
                                                                        
       Total liabilities and stockholders'          $70,311       59,608
 equity
                                
             HAROLD'S STORES, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF EARNINGS
                (In Thousands Except Share Data)


                                 13 Weeks Ended             39 Weeks Ended
                             November 1,  November 2,  November 1,     November
                                    1997         1996         1997      2, 1996
                                                (unaudited)                    
                                                                               
Sales                            $31,979       29,397       87,214       76,310
                                                                               
Costs and expenses:                                                            
    Cost  of  goods   sold                                                     
(including occupancy and                                                       
         central    buying        22,440       18,885       59,696       49,258
expenses,   exclusive   of
items
        shown   separately
below)
                                                                               
    Selling,  general  and         6,050        5,812       17,464       15,463
administrative expenses
                                                                               
  Advertising                      2,018        2,070        7,220        5,494
                                                                               
  Depreciation and                   884          690        2,603        2,001
Amortization
                                                                               
  Interest expense, net                                                        
                                     314           34          708          214
                                                                               
                                                                               
                                  31,706       27,491       87,691       72,430
                                                                               
Earnings   (loss)   before           273        1,906        (477)        3,880
income taxes
                                                                               
Provision for income taxes                                                     
                                     109          762        (191)        1,552
                                                                               
Net earnings (loss)                                                            
                                     164        1,144        (286)        2,328
                                                                               
Net earnings (loss) per                                                        
common share                         .03          .20        (.05)          .41
                                                                               
Weighted average number of                                                     
common shares                                                                  
   outstanding                 5,748,837    5,840,163    5,728,541    5,602,946
                                
              HAROLD'S STORES INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     (Dollars in Thousands)
                                
                                
                                
                                               39 Weeks Ended
                                           November 1,     November 2,
                                                  1997           1996
                                                     (unaudited)
 Common stock:                                         
                                                       
    Balance, beginning of period                   $57          50
                                                                  
    Issuance of 460,000 shares in 1997                            
                                                     -           4
                                                                  
    Balance, end of period                         $57          54
                                                                  
 Additional paid-in capital:                                      
                                                                  
    Balance, beginning of period               $31,548            
                                                            20,572
                                                                  
     Issuance of 460,000 shares in 1997,             -       6,860
 net of issuance costs of $143
                                                                  
     Employee Stock Purchase Plan                                 
                                                   310         268
                                                                  
    Balance, end of period                     $31,858      27,700      
                                                            
                                                                  
                                                                  
 Retained earnings:                                               
                                                                  
    Balance, beginning of period                $4,430      4,677      
                                                             
                                                                  
    Net earnings (loss)                                           
                                                 (286)       2,328
                                                                  
    Balance, end of period                      $4,144       7,005

                                
                                
             HAROLD'S STORES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In Thousands)
                                
                                             39 Weeks    39 Weeks
                                                Ended       Ended
                                          November 1,    November 2,
                                                 1997          1996
                                                   (unaudited)
 Cash flows from operating                                       
 activities:
    Net earnings (loss)                        $(286)       2,328
    Adjustments to reconcile net                                 
 earnings (loss) to net cash
       provided by operating
 activities:
         Depreciation and                      2,603        2,001
 amortization
         Gain on sale of assets                   (2)          -
         Shares issued under                     310          268
 employee incentive plan
         Changes in assets and                                   
 liabilities:
         Increase in trade and                (1,599)     (1,349)
 other accounts receivable
         Increase in merchandise              (8,559)     (8,115)
 inventories
         Decrease (increase) in                  664        (449)
 other assets
         Increase in prepaid                    (485)       (174)
 expenses
         Increase in prepaid                    (751)           -
 income tax
         Increase in accounts                  3,541        4,197
 payable
         Decrease in income taxes               (942)       (470)
 payable
         Increase (decrease) in                                  
 accrued expenses                               (832)         133
                                                                 
    Net cash used in operating                                   
 activities                                   (6,338)     (1,630)
                                                                 
    Cash flows from investing                                    
 activities:
        Acquisition of property               (3,392)     (6,067)
 and equipment
        Proceeds from disposal of                  9           91
 property and equipment
        Payment of principal from                                
 term loan to others                             392            -
                                                                 
    Net cash used in investing                (2,991)     (5,976)       
 activities                                               
                                                                 
    Cash flows from financing                                    
 activities:
        Advances on debt                      35,096       31,417
        Payments on debt                     (26,184)    (30,402)
        Issuance of common stock                                 
                                                   -        6,864
                                                                 
   Net cash provided by financing                                
 activities                                    8,912        7,879
                                                                 
   Net increase (decrease) in cash              (417)         273
 and cash equivalents
   Cash and cash equivalents at                                  
 beginning of period                             433            2
   Cash and cash equivalents at                  $16          275
 end of period
             HAROLD'S STORES, INC. AND SUBSIDIARIES
       NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
              November 1, 1997 and November 2, 1996
                           (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 November 1, 1997 and the results of  its
operations  and  cash flows for the thirteen  week  period  and
thirty-nine week periods ended November 1, 1997 and November 2,
1996.   The results of operations for the thirteen week  period
and  thirty-nine  week  periods  ended  November  1,  1997  and
November 2, 1996 are not necessarily indicative of the  results
of operations that may be achieved for the entire fiscal year.

2.   Definition of Fiscal Year

     The Company has a 52-53 week fiscal year which ends on the
Saturday  closest to January 31.  The period from  February  2,
1997  through January 31, 1998, has been designated  as  fiscal
1998.

3.   Reclassifications

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

4.   Net Earnings Per Common Share

      Net 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 1997 and
includes   common   stock  equivalents.    The   common   stock
equivalents for the thirteen week period ended November 1, 1997
and  November  2,  1996 were 8,513 shares and  131,283  shares,
respectively.  There were no common stock equivalents  for  the
thirty-nine  week  period ended November 1,  1997  compared  to
140,684  shares for the thirty-nine week period ended  November
2, 1996.

5.   Long-term Debt

     The Company has available a line of credit with its bank,
which was increased effective September 30, 1997 from $20
million to $21.5 million, through and including November 30,
1997, at which time the maximum amount of the line of credit
will reduce to $19 million, maturing on June 30, 1999.  During
the thirty-nine weeks ended November 1, 1997, the Company
obtained (i) a term note in the amount of $2,340,792 and (ii) a
revolving note in the amount of $3 million, each maturing on
June 30, 1999.
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 net sales represented by items in the
Company's statement of earnings.

                            13 Weeks Ended              39 Weeks Ended
                         November   November 2,    November 1,   November 2,
                         1, 1997        1996          1997           1996
                                                                             
Sales                       100.0%        100.0%         100.0%        100.0%
                                                                             
Cost of good sold          (70.2)         (64.2)         (68.4)        (64.5)
Selling, general and                                                         
administrative             (18.9)         (19.8)         (20.0)        (20.3)
    expenses
Advertising expense         (6.3)          (7.1)          (8.3)         (7.2)
Depreciation and            (2.8)          (2.3)          (3.0)         (2.6)
amortization
Interest expense, net                                                        
                            (0.9)          (0.1)          (0.8)         (0.3)
                                                                             
Earnings (loss)               0.9            6.5         (0.5)          5.1
before income taxes
Provision for income                                                       
taxes                       (0.4)          (2.6)           0.2        (2.0)
                                                                             
Net earnings (loss)                         3.9%                           
                             0.5%                        (0.3)%        3.1%

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

                           13 Weeks Ended               39 Weeks Ended
                      November 1,  November 2,    November 1,    November 2,
                         1997          1996           1997          1996
                                                                
Store sales (000's)     $ 29,558         27,114          80,183        70,297
Catalog sales                                                           6,013
(000's)                    2,421          2,283           7,031
                                                                             
Net sales (000's)        $31,979         29,397          87,214        76,310
                                                                             
Total sales growth           8.8%         15.7%           14.3%         16.0%
Growth in comparable                                                        
store sales                (5.7)%         0.0%          (4.5)%          2.2%
     (52 week basis)
Growth in catalog            6.0%       (11.7)%          16.9%        (9.0)%
sales
                                                                             
Store locations:                                                             
Existing stores               39             32              36            29
New stores opened                                                            
                               2              3               5             6
   Total stores at                                                           
end of period                 41             35              41            35

     The opening of new stores, the expansion of existing stores,
as  well  as  an increase in catalog sales contributed  to  total
sales  growth for the third quarter and thirty-nine week  periods
of  fiscal 1998 and 1997.  Comparable store sales declined during
the  thirteen week period and thirty-nine week periods of  fiscal
1998 as compared to the same periods of fiscal 1997.  The opening
of  second stores in each of the market areas of Birmingham,  AL;
Norman, OK; Memphis, TN; Houston, TX and Washington, D.C., in the
opinion of management, resulted in a decline in comparable  store
sales of existing stores located in the new store trade area.  In
other  locations, management attributes the decline in comparable
store sales to merchandise and personnel problems.

      New stores opened during the prior twelve months, include a
15,521  square  foot outlet store opened in Norman,  Oklahoma  in
January,  1997  (fourth quarter); a 6,300 square  foot  full-line
men's  and ladies' store opened in Wolfchase Galleria in Cordova,
Tennessee (Memphis metro) in March 1997 (first quarter); a  5,500
square  foot full-line men's and ladies' store opened in Wichita,
Kansas  in  May 1997 (second quarter); a 6,000 square foot  full-
line  men's and ladies' store opened in Columbus, Ohio  in  July,
1997  (second quarter); a 5,000 square foot full-line  men's  and
ladies'  store  opened in Richmond, Virginia and a  5,500  square
foot  full-line  men's  and ladies' store opened  in  Birmingham,
Alabama in October, 1997 (third quarter).

      The  Company's gross margin decreased during the thirteen
week period and thirty-nine week periods ended November 1, 1997
compared  to the same periods in the prior fiscal  year.   This
decrease  is  primarily the result of additional  markdowns  in
inventory  related to the excess inventory that  resulted  from
lower  than  anticipated  sales.  Merchandise  inventories  are
valued  at the lower of cost or market using the retail  method
of accounting.

     Selling, general and administrative expenses decreased  as
a  percentage  of  sales during the thirteen  week  period  and
thirty-nine week periods ended November 1, 1997 compared to the
same  periods in the prior fiscal year. The decrease is due  to
an improvement in store selling expenses.

      Advertising  expense (including catalog  production  costs)
decreased  as  a  percentage of sales during  the  thirteen  week
period  and  increased  for  the thirty-nine  week  period  ended
November 1, 1997 compared to the same period in the prior  fiscal
year.  The decrease for the thirteen week period was due to lower
catalog production costs resulting from the Company's efforts  to
control  the  expansion  of this segment  of  the  business.  The
cumulative  increase for the thirty-nine week period was  due  in
part to the promotional efforts to liquidate the excess inventory
in  the  Company's retail stores during the first half of  fiscal
1998.

       The  average  balance  on  total  outstanding  debt  was
$19,304,000  compared to $8,134,000 for the  first  thirty-nine
weeks  of  fiscal  1998  and fiscal 1997,  respectively.   This
increase  in outstanding debt was due to borrowings  under  the
Company's line of credit to finance inventory purchases,  store
expansion,   remodeling  and  equipment   purchases.    Average
interest   rates   on  the  Company's  line  of   credit   were
approximately  the same in both the current  and  prior  fiscal
years. Total interest expense before capitalization for product
development costs for the thirteen weeks ended November 1, 1997
was  $440,000  compared to $139,000 for the same  period  ended
November 2, 1996, and was $1,110,000 for the thirty-nine  weeks
ended November 1, 1997 compared to $479,000 for the same period
in  fiscal 1996.  As the Company's growth continues, cash  flow
may  require  additional  borrowed funds  which  may  cause  an
increase in interest expense.

Capital Expenditures, Capital Resources and Liquidity

      Cash  Flows From Operating Activities.  For the   thirty-
nine  weeks ended November 1, 1997, net cash used in  operating
activities  was  $6,338,000 as compared to $1,630,000  for  the
same  period in fiscal 1997.  The difference in cash flows from
operating  activities between the fiscal periods  is  partially
due  to (i) a net loss from operations of $286,000 compared  to
net  earnings of $2,328,000 for the same period in fiscal 1997,
(ii)  an  increase  of $8,559,000 in the Company's  merchandise
inventories as compared to an increase of $8,115,000 during the
same  period  of fiscal 1997, (iii) a decrease of  $832,000  in
accrued  expenses  compared to an increase of  $133,000  during
fiscal  1997  and  (iv)  an increase  in  accounts  payable  of
$3,541,000  compared  to  an increase in  accounts  payable  of
$4,197,000 for the same period in fiscal 1997.

      Management  expects  the  dollar amount  of  the  Company's
merchandise  inventories  to  continue  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 and that period-to-
period   differences  in  timing  of  inventory   purchases   and
deliveries will affect comparability of cash flows from operating
activities.

      In  order to conform with the current year presentation  of
certain  costs  associated with new store  openings,  comparative
fiscal  1997 amounts were re-classified from prepaid expenses  to
acquisition of property and equipment.  This change resulted in a
decrease in net cash used in operating activities and an increase
in  net cash used in investing activities in the aggregate amount
of $1,398,000.

      Cash  Flows From Investing Activities.  For the thirty-nine
weeks  ended  November  1,  1997,  net  cash  used  in  investing
activities totaled $2,991,000 compared to $5,976,000 for the same
period in fiscal 1997.  The reduction in capital expenditures  is
primarily the result of the expansion of the distribution  center
during  fiscal 1997.  Capital expenditures were invested  in  new
stores, and remodeling and equipment in existing operations.

      Cash Flows From Financing Activities.  During the thirty-
nine  weeks  ended November 1, 1997, the Company made  periodic
borrowings  under  its  revolving  credit  facility  (described
below)  to finance its inventory purchases, product development
and  private  label programs, store expansion,  remodeling  and
equipment purchases.

      The Company has available a line of credit with its bank,
which  was  increased effective September  30,  1997  from  $20
million  to  $21.5 million, through and including November  30,
1997,  at  which time the maximum amount of the line of  credit
will  reduce to $19 million, maturing on June 30,  1999.   This
line  had an average balance of $17,037,000 and $6,961,000  for
the   first   thirty-nine  weeks  of  fiscal  1998  and   1997,
respectively.  The balance of this line of credit  on  December
8,  1997  was $16,714,000.  During the thirty-nine weeks  ended
November 1, 1997, the Company obtained (i) a term note  in  the
amount  of $2,340,792, and (ii) a revolving note in the  amount
of $3 million, each maturing on June 30, 1999.

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

                              February    November 1,  November 2,
                               1, 1997           1997         1996
                                                                  
 Working capital (000's)       $28,016        $37,077      $29,243
 Current ratio                  3.57:1         3.89:1       3.56:1
 Ratio of working capital        .47:1          .53:1        .51:1
 to total assets
 Ratio of total debt to          .35:1          .60:1        .31:1
 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 to meet
its  operating  and  capital  requirements  in  the  forseeable
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 Christmas 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.

                                
                             Part II


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

            (a)   Exhibits.   See  Exhibits  Index  immediately
preceding exhibits.

                                
            10.5  Seventh Amendment to Second Amended and Restated
                  Credit Agreement dated September 30, 1997 between
                  Registrant and NationsBank.
                  
            10.6  Third  Amended  and Restated Credit  Agreement  dated
                  November 10, 1997 between Registrant and NationsBank.
                  
            27.1  Financial Data Schedule.

           (b)   Reports  on  Form 8-K.  The Company  filed  no
reports on Form 8-K during                   the quarter  ended
November 1, 1997.
                                
                                
                                
                                
                            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 and Chief Financial Officer
                                


Date: December 16, 1997







                                




                      SEVENTH AMENDMENT TO
          SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT  (this  "Amendment") is made  effective  September  30,
1997,   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  Second
Amended and Restated Credit Agreement dated February 28, 1996, as
amended  by  a  First  Amendment dated June 28,  1996,  a  Second
Amendment  dated November 6, 1996, a Third Amendment dated  April
24,  1997,   a  Fourth Amendment dated June  25,  1997,  a  Fifth
Amendment  dated July 10, 1997 and a Sixth Amendment  dated  July
31, 1997 (as amended, the "Agreement");

      WHEREAS,  Borrower  has requested  that  the  Agreement  be
amended  to  permit  Borrower  to extend  the  date  through  and
including   which  the  Maximum  Revolving  Facility   shall   be
Twenty-One Million Five Hundred Thousand Dollars ($21,500,000.00)
from  September 30, 1997 to November 30, 1997, after  which  time
the  Maximum  Revolving Facility would reduce to  $19,000,000.00;
and

      WHEREAS, Lender is willing to amend the Agreement to extend
the  maturity  date  of the Revolving Loan  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:

I.              Loan  Agreement Definitions.  The definitions  of
"Agreement," "Borrowing Base," "Maximum Revolving Facility"   and
"Revolving  Loan  Note" in the Agreement are  hereby  amended  in
their entirety as follows:

           "Agreement" shall mean that certain Second Amended and
     Restated  Credit Agreement dated February 28,  1996  between
     Borrower  and  Lender as amended by a First Amendment  dated
     June 28, 1996, a Second Amendment dated November 6, 1996,  a
     Third  Amendment  dated April 24, 1997, a  Fourth  Amendment
     dated  June 25, 1997, a Fifth Amendment dated July 10, 1997,
     a  Sixth  Amendment  dated  July  31,  1997  and  a  Seventh
     Amendment dated September 30, 1997.

           "Borrowing Base" shall mean an amount equal to the sum
     of  (i) eighty percent (80%) of Eligible Accounts, and  (ii)
     sixty  percent  (60%) of Eligible Inventory  not  to  exceed
     $21,500,000.00 through and including November 30, 1997,  and
     fifty  percent  (50%) of Eligible Inventory  not  to  exceed
     $19,000,000.00 beginning December 1, 1997, as  reflected  in
     the most current Monthly Report less all Letters of Credit.

           "Maximum  Revolving Facility" shall mean  the  maximum
     aggregate  amount which Lender has agreed to consider  as  a
     ceiling on the outstanding principal balance of loans to  be
     made  to  the Borrower and Letters of Credit issued pursuant
     to  Section  2.   The  Maximum Revolving Facility  shall  be
     Twenty-One    Million   Five   Hundred   Thousand    Dollars
     ($21,500,000.00) through and including November 30, 1997 and
     Nineteen Million Dollars ($19,000,000.00) beginning December
     1, 1997.

            "Revolving   Loan  Note"  shall  mean  that   certain
     Thirteenth  Amended  and  Restated Reducing  Revolving  Note
     executed  by  the  Borrower substantially  in  the  form  of
     Exhibit  "A"  attached  to  the Seventh  Amendment  to  this
     Agreement,   dated  the  effective  date  of  such   Seventh
     Amendment,  as  same  may be extended, renewed,  amended  or
     modified  from  time to time pursuant to the terms  of  this
     Agreement.

I.              Reporting and Eligibility Requirements.  Sections
3.1   and  3.2  of  the  Agreement are hereby  deleted  in  their
entirety and replaced by the following:

          3.1  Monthly Reports.  The Borrower shall submit to the
     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  to  the  Seventh Amendment to  this  Agreement  as
     Exhibit  "B", which shall be signed by the President,  chief
     financial  officer  or  other  authorized  officer  of   the
     Borrower.   Each  Monthly Report shall include,  as  of  the
     closing  day  for the preceding month:  (i) a  summary  aged
     trial  balance of Accounts for the Borrower ("Accounts Trial
     Balance"); (ii) calculations of the current Borrowing  Base;
     (iii) the amount of the outstanding principal balance of the
     Liabilities; and (iv) a representation by the 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 the Borrower has taken or intends
     to  take  to cure the same.  Upon Lender's request therefor,
     the  Borrower  shall  furnish with such  specificity  as  is
     satisfactory   to   Lender,  concerning  matters   included,
     described  or  referred to in the Monthly  Reports  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  Reports  shall
     contain such additional information as Lender may reasonably
     require.

           3.2  Quarterly Reports.  The Borrower shall submit  to
     the  Lender  not  later  than  the  forty-fifth  (45th)  day
     following  the  end  of  each fiscal quarter  and  shall  be
     accompanied  by the Quarterly Borrowing Base and  Compliance
     Certificate (the "Quarterly Report") in the form attached to
     the  Seventh  Amendment to this Agreement  as  Exhibit  "C".
     Each  Quarterly Report shall include, as of the closing  day
     of  the  preceding fiscal quarter:  (i) calculations of  the
     current  Borrowing Base; (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 6.9 has been complied with during such quarter.


      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 Financing Agreements.

     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 Financing Agreements 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
                                                                 
                                                                 

           THIRD AMENDED AND RESTATED CREDIT AGREEMENT


       THIS   THIRD   AMENDED  AND  RESTATED   CREDIT   AGREEMENT
("Agreement") is entered into effective the 10th day of November,
1997,   by   HAROLD'S   STORES,  INC.  an  Oklahoma   corporation
("Borrower"), and NATIONSBANK, N.A. ("Lender").

                      W I T N E S S E T H:

      WHEREAS,  pursuant  to  the terms and  conditions  of  that
certain  Second  Amended  and Restated Credit  Agreement  by  and
between  Borrower  and Lender dated February  28,  1996  as  most
recently  amended  by a Seventh Amendment to Second  Amended  and
Restated Credit Agreement dated effective September 30, 1997  (as
amended, the "Original Agreement"), Borrower agreed to borrow  up
to  the  aggregate principal amount of $21,500,000.00 from Lender
on a revolving loan basis (the "Original Revolving Loan");

     WHEREAS, Borrower has requested an extension of the maturity
date  of  the  Original Revolving Loan, which is to be  used  for
working capital purposes, and has requested additional loans  for
other purposes; and

      WHEREAS, Lender is willing to extend the maturity  date  of
the  Original Revolving Loan and to make the additional loans  to
Borrower upon the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the terms and conditions
contained herein, and of any loans or extensions of credit hereto
fore, now or hereafter made to or for the benefit of Borrower  by
Lender, the parties hereto hereby agree as follows:

I.   DEFINITIONS.

      1.1   General Terms.  When used herein, the following terms
shall have the following meanings:

           "Accounts" shall mean all present and future rights of
     Borrower  and each of the Harold's Subsidiaries  to  payment
     for retail services rendered or retail Goods sold, purchased
     or leased, which are not evidenced by Instruments or Chattel
     Paper,  and  whether  or  not  they  have  been  earned   by
     performance, including Accounts owned by Borrower or any  of
     the  Harold's  Subsidiaries doing business under  any  other
     name.

           "Account Debtor" shall mean the party who is obligated
     on or under an Account.

            "Accounts  Trial  Balance"  shall  have  the  meaning
     assigned to that term in Section 3.1.

           "Affiliate" shall mean any Person (a) that directly or
     indirectly, through one or more intermediaries, controls  or
     is  controlled by, or is under common control  of  Borrower,
     (b)  that directly or beneficially owns or holds 5% or  more
     of  any class of the voting stock of Borrower, or (c) 5%  or
     more of whose voting stock (or in the case of a person which
     is  not a corporation, 5% or more of the equity interest) is
     owned directly or beneficially or held by Borrower.

           "Agreement" shall mean this Third Amended and Restated
     Credit Agreement dated November 10, 1997.

          "Bober" shall mean Franklin I. Bober.

           "Business Day" shall mean any day of the year on which
     banks  are  not required or authorized to close in  Oklahoma
     City, Oklahoma.

          "Cash Collateral" shall mean the certificate of deposit
     in  the  name of CMT in the amount of $339,558.00 issued  by
     Chase as security for the Chase Letter of Credit.

          "Cash Equivalent Investments" shall mean (i) short-term
     direct  obligations  of the United States  Government,  (ii)
     readily  marketable commercial paper rated A1 or  better  by
     Standard  &  Poor's Corporation (or a similar  rating  by  a
     similar  organization which rates commercial  paper),  (iii)
     federally  insured  negotiable certificates  of  deposit  or
     bankers acceptances, payable to the order of Borrower or  to
     bearer,  issued  by one or more commercial  banks  or  trust
     companies  operating  in the United  States  and  (iv)  cash
     deposits maintained by Borrower at Lender.

          "Chase" shall mean The Chase Manhattan Bank, a New York
     corporation.

           "Chase  Letter  of Credit" shall mean  the  letter  of
     credit secured by the Cash Collateral and issued by Chase to
     Shinyei  Corporation  of America, as  beneficiary,  for  the
     account of CMT.

           "Chattel Paper" shall mean a writing or writings which
     evidence  both a monetary obligation and a security interest
     in  or  a  lease  of  specific goods.   The  transaction  is
     evidenced  by both such a security agreement or a lease  and
     by  an  Instrument  or  series of Instruments,  a  group  of
     writings taken together constitutes Chattel Paper.

           "CMT"  shall  mean CMT Enterprises Inc.,  a  New  York
     corporation.

           "CMT  Loan"  shall  mean  the  loan  in  the  original
     principal  amount of $2,750,000.00 made by Borrower  to  CMT
     pursuant to the CMT Loan Documents.

           "CMT  Loan  Assignments"  shall  mean  the  Collateral
     Assignment  and Security Agreement in the form  of  attached
     Exhibit   "H"   and   such  other  collateral   assignments,
     endorsements,  assignments, UCC-1s or other  instruments  as
     shall  be  reasonably required by Lender whereby  Lender  is
     assigned  and granted a first priority security interest  in
     all  right, title and interest of Borrower in and to the CMT
     Loan Documents.

           "CMT Loan Documents" shall mean all documents executed
     by  Borrower, CMT, Bober or any other party dated  effective
     November 6, 1996 evidencing or otherwise relating to the CMT
     Loan as more fully described in Section 2.4.5.1.

           "Code" shall have the meaning assigned to that term in
Section 1.3.
     
           "Collateral"  shall mean (i) all terms  and  covenants
     more   particularly   described  in  the   Negative   Pledge
     Agreement, (ii) the first priority lien or security interest
     on  all of the Tenant Improvement Reimbursements, (iii)  the
     CMT Loan Assignments and (iv) all property and interests  in
     all  property in or upon which a security interest, lien  or
     mortgage  is  granted to Lender by Borrower  or  a  Harold's
     Subsidiary,  whether under this Agreement,  the  other  Loan
     Documents,  or  under  any other documents,  instruments  or
     writings executed by Borrower and delivered to Lender.

          "Default" shall mean the occurrence or existence of any
     one or more of the following events:

                (a)  Borrower fails to pay any of the Liabilities
          within  ten (10) calendar days following the date  such
          Liabilities are due or are declared due;

                (b)  Borrower or a Harold's Subsidiary  fails  or
          neglects  to  perform,  keep  or  observe  any  of  the
          covenants, conditions or agreements contained  in  this
          Agreement  or  in any of the other Loan  Documents  and
          such  failure or neglect continues for more than thirty
          (30)  days  after written notice from  Lender  of  such
          failure  or  neglect; provided that such  grace  period
          shall  not  apply, and a Default shall exist  upon  the
          occurrence  of  such failure or neglect,  if  (i)  such
          Default  may not, in Lender's reasonable determination,
          be  cured by Borrower during such thirty (30) day grace
          period (such failure or neglect incapable of cure shall
          not  include  the failure to comply with the  financial
          covenants set forth in Section 7.9 for which the thirty
          (30) day grace period shall continue to apply but shall
          include,  without further limitation,  the  failure  to
          obtain  the written consent of Lender prior  to  taking
          any  action described in this Agreement which  requires
          such  prior  written consent) or (ii) the  covenant  to
          have  been  performed was the delivery to Lender  of  a
          Monthly Report; provided, further, that with respect to
          any  Financing Agreement other than this Agreement, the
          grace  period provided under this clause (b)  shall  be
          concurrent  with,  and not in addition  to,  any  grace
          period  that  may  be  provided  under  such  Financing
          Agreement;

                  (c)  any  warranty  or  representation  now  or
          hereafter made by Borrower or a Harold's Subsidiary  in
          connection with this Agreement or any of the other Loan
          Documents  is  untrue  or  incorrect  in  any  material
          respect,   or  any  schedule,  certificate,  statement,
          report, financial data, notice, or writing furnished at
          any  time  by Borrower to Lender is untrue or incorrect
          in  any  material respect on the date as of  which  the
          facts set forth therein are stated or certified;

                (d)  a  judgment  or order requiring  payment  in
          excess   of   $10,000.00  shall  be  rendered   against
          Borrower,  and  such  judgment or  order  shall  remain
          unsatisfied  or undischarged and in effect  for  thirty
          (30)  consecutive days; provided that this  clause  (d)
          shall  not apply to any judgment with respect to  which
          (i)  a stay of enforcement has been entered within such
          thirty  (30)  day  period;  (ii)  an  appeal,  properly
          bonded,  has  been taken within such  thirty  (30)  day
          period;  or (iii) Borrower is fully insured,  and  with
          respect  to  which the insurer has admitted in  writing
          its liability for the full amount thereof;

                (e) a notice of lien, levy or assessment is filed
          or  recorded with respect to all or a substantial  part
          of  the  assets  of  Borrower or any  of  the  Harold's
          Subsidiaries  by the United States, or any  department,
          agency  or  instrumentality thereof, or by  any  state,
          county,  municipality or other governmental  agency  or
          any taxes or debts owing at any time or times hereafter
          to  any  one or more of them, provided that this clause
          (e)   shall   not  apply  to  any  liens,  levies,   or
          assessments which relate to current taxes not  yet  due
          and  payable or any liens, levies or assessments  which
          are being contested and properly bonded;

                (f) all or any part of the assets of Borrower  is
          attached,  seized,  subjected to  a  writ  or  distress
          warrant,  or  is  levied  upon,  or  comes  within  the
          possession  of  any  receiver,  trustee,  custodian  or
          assignee for the benefit of creditors and on or  before
          the  tenth  (10th) Business Day thereafter such  assets
          are not returned to Borrower and/or such writ, distress
          warrant or levy is not dismissed, stayed or lifted;

                 (g)   a   proceeding   under   any   bankruptcy,
          reorganization,   arrangement  of   debt,   insolvency,
          readjustment of debt or receivership law or statute  is
          filed  by  or  against Borrower, or Borrower  makes  an
          assignment  for  the benefit of creditors  or  Borrower
          takes  any  corporate action to authorize  any  of  the
          foregoing;

                 (h)   Borrower   voluntarily  or   involuntarily
          dissolves or is dissolved, terminates or is terminated;

                (i) Borrower becomes insolvent or fails generally
          to pay its debts as they become due;

               (j) Borrower is enjoined, restrained or in any way
          prevented  (whether  by  affirmative  order,   by   the
          suspension  of  any  license,  permit  or  approval  to
          conduct  business, or otherwise) by the  order  of  any
          court  or any administrative or regulatory agency  from
          conducting  all  or any material part of  its  business
          affairs;

                (k)  a  breach by Borrower shall occur under  any
          material factoring agreement, document or instrument or
          similar  arrangement  for the financing  of  Borrower's
          Accounts  and  Inventory, whether  heretofore,  now  or
          hereafter  existing  between  Borrower  and  any  other
          Person, and such breach continues for more than  thirty
          (30)  days  after such breach first occurs  (or  thirty
          (30)  days after any notice with respect to such breach
          if  such  notice  is required to be given  to  Borrower
          thereunder), provided that such grace period shall  not
          apply,  and  Borrower  shall be  in  Default  upon  the
          occurrence of such breach, if such breach may  not,  in
          Lender's   reasonable  determination,   be   cured   by
          Borrower, during such thirty (30) day grace period;

                (l) a material and adverse change shall occur  in
          Borrower  or  any of its operations or financial  condi
          tions; or

               (m) a material change shall occur in Lender's sole
          determination in the management or management structure
          of Borrower.

           "Documents" shall mean a bill of lading, dock warrant,
     dock  receipt, warehouse receipt or other order of  delivery
     of  goods, and also any other documents which in the regular
     course  of  business  financing  is  treated  as  adequately
     evidencing  that the Person in possession of it is  entitled
     to  receive, hold and dispose of the document and the  goods
     it covers.

          "Eligible Accounts" shall mean an amount which shall be
     calculated  by  Borrower and submitted for the  approval  of
     Lender,  from  time to time, which shall equal  the  sum  of
     Borrower's  Accounts  generated by  Borrower's  billings  or
     invoices  to  retail  Account Debtors in  respect  of  goods
     actually  delivered  or  services  actually  performed   for
     Borrower's  and  the  Harold's Subsidiaries'  customers  and
     which    Accounts   shall   represent   a   sum   of   money
     unconditionally  due  and owing to Borrower  from  a  retail
     Account  Debtor, but excluding: (i) Accounts  totaling  more
     than 3% of the total of Borrower's Accounts and which are or
     may   be   subject  to  any  dispute,  set-off,  recoupment,
     counterclaim or other claim which would reduce the amount to
     be paid by the Account Debtor to Borrower, (ii) each Account
     in  respect of which either Borrower or Lender believes that
     complete  and  timely collection thereof  may  be  doubtful,
     (iii)  the entirety of each Account if the required  minimum
     payment  shall be unpaid for a period of time in  excess  of
     sixty  (60) days from the date of first invoice,  (iv)  each
     Account due from an Affiliate (inter company or inter store)
     of Borrower, including the Harold's Subsidiaries.  In making
     such  a  determination, Lender shall be generally guided  by
     the following minimum requirements:

           (a)   the required minimum payment on the Account  has
not                  remained  unpaid for a period of  more  than
sixty  (60) days after              the date of Borrower's credit
billing:

           (b)   the account is not owing from an Account  Debtor
who  has              failed to make the required minimum payment
owing within sixty            (60)days of the invoice date;

           (c)   the  Account  is  a valid,  legally  enforceable
obligation  of             the Account Debtor thereunder  and  is
not,  to  the  extent  it is                considered  eligible,
subject  to  any offset or other known defense            on  the
part  of  such  retail  Account Debtor  provided,  however,  that
(i) reasonable and customary discounts for prompt payment will be
allowed, or (ii) if it is subject to any other offset, defense or
claim,  it  shall  be ineligible to the extent  of  such  offset,
defense or claim; and

           (d)  the Account is not subject to any consensual lien
or                  security interest whatsoever.

           "Eligible Inventory" shall mean an amount which  shall
     be  calculated  by Borrower and submitted  for  approval  of
     Lender  from time to time (separated into categories of  raw
     materials, work in process and finished goods on a quarterly
     basis  until  such  time as Borrower has the  capability  of
     generating such categories on a monthly basis), which  shall
     equal  the  sum of all Inventory actually owned by  Borrower
     and  the  Harold's Subsidiaries located at any of Borrower's
     or  Harold's Subsidiaries' principal places of business  for
     which  all  costs  of  acquisition  and  purchase  of   such
     Inventory  have  been satisfied or will be satisfied  by  an
     advance on the Revolving Loan, the Tenant Improvement  Loan,
     the  Letter  of  Credit  Facility or any  Letter  of  Credit
     Agreement  made  by Lender directly to the  seller  of  such
     Inventory   and  which  Inventory  should  properly,   under
     generally  accepted accounting principles, be listed  as  an
     asset  on  Borrower's  consolidated balance  sheet  with  no
     corresponding entry of a liability to any Person other  than
     Lender.

          "ERISA" shall have the meaning assigned to that term in
     Section 6.15.

          "Execution Date" shall mean November 10, 1997.

           "Event  of Default" shall mean an event which  through
     the passage of time, or the service or giving of notice,  or
     both  would (assuming the action necessary to cure the  same
     is not taken by Borrower) mature into a Default.

           "General Intangibles" shall mean all choses in action,
     causes  of action and all other intangible personal property
     of  every  kind and nature (other than Accounts)  including,
     without  limitation,  corporate or other  business  records,
     liens,  inventions,  designs, patents, patent  applications,
     service   marks,  trademarks,  tradenames,  trade   secrets,
     goodwill,  registrations,  copyrights,  licenses,   permits,
     franchises, customer lists, tax refund claims and the  like,
     wherever located.

           "Goods" shall mean all things which are movable at the
     time a security interest attaches or which are fixtures, but
     does  not  include money, Documents, Instruments,  Accounts,
     Chattel Paper and General Intangibles.

           "Harold's Subsidiaries" shall mean Harold's of Norman,
     Inc.,    an   Oklahoma   corporation,   Harold's   Financial
     Corporation,  an  Oklahoma  corporation,  Harold's   Service
     Corporation,  Inc.,  an  Oklahoma corporation,  Harold's  of
     Oklahoma  City, Inc., an Oklahoma corporation,  Harold's  of
     Tulsa,  Inc.,  an  Oklahoma corporation, Harold's  of  Utica
     Square,  Inc.,  an  Oklahoma corporation, Harold's  of  Penn
     Place,  Inc.,  an  Oklahoma corporation, Harold's  Clothing,
     Inc.,  a Texas corporation, Harold's of Texas, Inc., a Texas
     corporation,   Harold's  of  Fort  Worth,  Inc.,   a   Texas
     corporation,  Harold's of Dallas, Inc., a Texas corporation,
     Harold's  of the Galleria, Inc., a Texas corporation,  HSTX,
     Inc.,  a Texas corporation, Harold's Limited Partners, Inc.,
     an  Oklahoma corporation, Harold's Stores of Texas, L.P.,  a
     Texas  limited  partnership, Harold's  DBO,  Inc.,  a  Texas
     corporation,  Harold's  of White  Flint,  Inc.,  a  Maryland
     corporation,  Harold's  of  Jackson,  Inc.,  a   Mississippi
     corporation, Harold's Direct, Inc., an Oklahoma corporation,
     Harold's  Air  Trans,  Inc., an Oklahoma  corporation,   and
     Corner Properties, Inc., an Oklahoma corporation.

           "Instruments"  shall mean a negotiable instrument,  as
     defined in 12A O.S. 3-104, or a security, as defined in  12A
     O.S. 8-102, or any other writing which evidences a right  to
     the  payment of money and is not itself a security agreement
     or  lease  and is of a type which is in ordinary  course  of
     business transferred by delivery with any necessary  endorse
     ment or assignment.

           "Inventory" shall mean any and all Goods,  wheresoever
     located, whether now owned or hereafter acquired by Borrower
     or  any  of  the Harold's Subsidiaries, which are  held  for
     sale.

           "Landlords"  shall mean the Lessors  under  the  Lease
     Agreements  and  "Landlord"  shall  mean  any  one  of   the
     Landlords under any of the Lease Agreements.

           "Lease  Agreements" shall mean those lease  agreements
     entered into by Borrower or a Harold's Subsidiary and any of
     the Landlords for present or future Premises.

           "Letter  of Credit Agreements" shall mean the  written
     agreements with the Lender executed or hereafter executed in
     connection with the issuance by the Lender of the Letters of
     Credit, such agreements to be on the Lender's customary form
     for  commercial or standby letters of credit  of  comparable
     amount and purpose, as from time to time in effect.

           "Letter  of  Credit Facility" shall have  the  meaning
     assigned to that term in Section 2.3.

           "Letter  of  Credit  Note"  shall  mean  that  certain
     Revolving  Note  executed by Borrower substantially  in  the
     form of attached Exhibit "C".

           "Letters of Credit" shall mean the commercial  letters
     of  credit hereafter issued under the terms of the Letter of
     Credit  Facility by Lender pursuant to Section 2.3  and  all
     reimbursement  obligations pertaining  to  such  letters  of
     credit,  and "Letter of Credit" shall mean any  one  of  the
     Letters   of   Credit  and  the  reimbursement   obligations
     pertaining thereto.

           "Liabilities" shall mean all liabilities, obligations,
     and  indebtedness  to  Lender of Borrower  or  any  Harold's
     Subsidiary which is a party to a Security Agreement  of  any
     and  every  kind  and  nature, whether  heretofore,  now  or
     hereafter  owing,  arising, due  or  payable  and  howsoever
     evidenced,  created, incurred, acquired  or  owing,  whether
     primary,  secondary, direct, indirect, contingent, fixed  or
     otherwise (including obligations of performance) and whether
     arising  or existing under written agreement, oral agreement
     or  operation of law, including without limitation,  all  of
     Borrower's indebtedness and obligations to Lender under this
     Agreement, the other Loan Documents, the Revolving Note, the
     Tenant  Improvement Note, the Letter of Credit Note and  the
     Term Note.

           "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.

          "Loan Documents" shall mean all agreements, instruments
     and   documents,   including,   without   limitation,   this
     Agreement, the Notes, the Security Agreements, the  Negative
     Pledge  Agreement, the CMT Loan Assignments, the Letters  of
     Credit  and  all other security agreements, loan agreements,
     notes,  guarantees, mortgages, deeds of trust, subordination
     agreements,   pledges,   powers   of   attorney,   consents,
     assignments,  contracts, notices, financing  statements  and
     all  other  written  matters  whether  heretofore,  now,  or
     hereafter executed by or on behalf of Borrower in  favor  of
     Lender,  together with all agreements and documents referred
     to therein or contemplated thereby.

          "Loans" shall have the meaning assigned to that term in
     Section 2.

           "Monthly  Report" shall have the meaning  assigned  to
     that term in Section 3.1.

           "Negative  Pledge Agreement" shall mean  that  certain
     Negative    Pledge   Agreement    executed    by    Borrower
     substantially  in the form of Exhibit "G" attached  to  this
     Agreement,  of even date herewith, as same may be  extended,
     renewed,  amended or modified from time to time pursuant  to
     the terms of this Agreement.

           "Notes"  shall mean collectively Revolving  Note,  the
     Tenant  Improvement Note, the Letter of Credit Note and  the
     Term  Note and any other notes entered into under  the  Loan
     Documents   and   any   extensions,  renewals,   amendments,
     replacements or modifications of the foregoing.

           "Pension Plan" shall have the meaning assigned to that
     term in Section 6.15.

             "Person"    shall   mean   any   individual,    sole
     proprietorship,    partnership,   joint   venture,    trust,
     unincorporated   organization,   association,   corporation,
     institution, entity, party, or government (whether national,
     federal,  state,  provincial,  county,  city,  municipal  or
     otherwise,     including,    without     limitation,     any
     instrumentality,  division,  agency,  body   or   department
     thereof).

           "Premises" shall mean any premises leased by  Borrower
     or a Harold's Subsidiary pursuant to a Lease Agreement.
           "Quarterly Report" shall have the meaning assigned  to
     that term in Section 3.2.

           "Revolving  Loan" shall have the meaning  assigned  to
     that term in Section 2.1.

           "Revolving Loan Borrowing Base" shall mean  an  amount
     equal  to  the sum of (i) eighty percent (80%)  of  Eligible
     Accounts,   and  (ii)  sixty  percent  (60%)   of   Eligible
     Inventory.   This  amount  shall not  exceed  $21,500,000.00
     through  and  including  November 30,  1997  and,  beginning
     December  1,  1997,  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  $21,500,000.00
     through  and  including November 30, 1997 and $19,000,000.00
     beginning December 1, 1997.

           "Revolving  Note"  shall mean that certain  Fourteenth
     Amended  and  Restated Revolving Note executed  by  Borrower
     substantially in the form of Exhibit "A"  attached  to  this
     Agreement, of even date herewith, in the original  principal
     amount of $21,500,000.00 through and including November  30,
     1997  and $19,000,000.00 beginning December 1, 1997 as  same
     may  be extended, renewed, amended or modified from time  to
     time pursuant to the terms of this Agreement.

           "Security  Agreements"  shall  collectively  mean  the
     respective  Security Agreement and Assignment of  even  date
     herewith  executed by each of Borrower in  favor  of  Lender
     substantially in the form of Exhibit "I-1" attached to  this
     Agreement  and by Harold's Stores of Texas, L.P.  and  other
     Harold's Subsidiaries in the future, if applicable, in favor
     of  Lender  substantially  in  the  form  of  Exhibit  "I-2"
     attached   to   this  Agreement,  and  any   amendments   or
     restatements of any such agreements.

           "Subsidiary" shall mean any corporation of which  more
     than  fifty  percent (50%) of the outstanding capital  stock
     having  ordinary  voting power to elect a  majority  of  the
     board  of  directors  of such corporation  (irrespective  of
     whether  at the time stock of any other class or classes  of
     such  corporation shall have or might have voting  power  by
     reason of the happening of any contingency) is at the  time,
     directly or indirectly, owned by Borrower.

          "Tangible Net Worth" shall mean stockholder's equity in
     Borrower,  plus  debt  expressly  subordinated  to   Lender,
     determined  in accordance with generally accepted accounting
     principles  consistent with those applied in the preparation
     of  the  financial statements referred to  in  Section  7.1,
     less:   (i) General Intangibles, (ii) receivables  from  any
     shareholders   of   Borrower  or   any   of   the   Harold's
     Subsidiaries,  and  (iii)  notes  or  amounts  received   or
     receivable from any other Affiliate or Subsidiary.

            "Tenant  Improvement  Agreements"  shall  mean  those
     agreements  contained  in the Lease  Agreements  or  related
     agreements between Borrower or a Harold's Subsidiary  and  a
     Landlord  pursuant to which Borrower is entitled  to  Tenant
     Improvement Reimbursement.

           "Tenant  Improvement  Loan"  shall  have  the  meaning
     assigned to that term in Section 2.2.

           "Tenant Improvement Loan Borrowing Base" shall mean an
     amount  equal  to the sum of outstanding Tenant  Improvement
     Reimbursements under Tenant Improvement Agreements  approved
     by Lender.  This amount shall not exceed $3,000,000.00.

           "Tenant  Improvement 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  Tenant Improvement  Loan  to  be  made  to
     Borrower.   The  Tenant Improvement Loan  Maximum  Revolving
     Facility shall be $3,000,000.00.

           "Tenant  Improvement  Note" shall  mean  that  certain
     Revolving  Note  executed by Borrower substantially  in  the
     form of Exhibit "B" attached to this Agreement, of even date
     herewith,  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.

           "Tenant  Improvement  Reimbursement"  shall  mean  the
     entitlement   of  Borrower  or  a  Harold's  Subsidiary   to
     reimbursement  from  a  Landlord  pursuant   to   a   Tenant
     Improvement Agreement for the cost of Tenant Improvements.

           "Tenant Improvements" shall mean all improvements made
     by  Borrower or a Harold's Subsidiary to any of the Premises
     for  which Borrower or such Harold's Subsidiary is  entitled
     to Tenant Improvement Reimbursement.

           "Term  Loan" shall have the meaning assigned  to  that
     term in Section 2.4.

           "Term Note" shall mean that certain Term Note of  even
     date   herewith   in  the  original  principal   amount   of
     $2,340,792.00  executed  by  Borrower  in  favor  of  Lender
     attached hereto as Exhibit "D", as the same may be extended,
     renewed or modified from time to time pursuant to the  terms
     of this Agreement.

           "Total  Liabilities" shall mean with  respect  to  any
     Person  (i)  all  obligations  of  such  Person  which,   in
     accordance  with  generally accepted accounting  principles,
     would  be  shown on the balance sheet of such  Person  as  a
     liability  (including, without limitation,  obligations  for
     borrowed  money  and  for  the deferred  purchase  price  of
     property  or services, and obligations evidenced  by  bonds,
     debentures,  notes or other similar instruments);  (ii)  all
     rental  obligations under leases required to be  capitalized
     under  generally accepted accounting principles;  (iii)  all
     guarantees   (direct  or  indirect)  and  other   contingent
     obligations of such Person in respect of, or obligations  to
     purchase  or  otherwise  acquire or to  assure  payment  of,
     liabilities  of  others;  and  (iv)  liabilities  of  others
     secured  by  a lien, security interest or other  encumbrance
     upon  property owned by such Person, whether or not assumed;
     (v) less debt expressly subordinated to Lender.

           "UCC-1"  shall mean a Uniform Commercial Code  Form  1
     financing statement.

           1.2   Accounting Terms.  Any accounting terms used  in
this                      Agreement  which are  not  specifically
defined  herein  shall  have the            meanings  customarily
given  them in accordance with generally                 accepted
accounting principles.

           1.3   Others  Defined in Oklahoma  Uniform  Commercial
Code.   All               other terms contained in this Agreement
(and which are not                 otherwise specifically defined
herein)  shall  have the meanings               provided  by  the
Uniform Commercial Code of the State of Oklahoma             (the
"Code") to the extent the same are used or defined therein.

      2.    THE LOANS.  Subject to the terms and conditions,  and
relying  upon the representations and conditions hereinafter  set
forth,  Lender agrees to lend and Borrower agrees  to  borrow  as
follows:


          2.1  Revolving Loan.

                2.1.1     Borrowing Base.  Borrower may, as  long
as  otherwise in               compliance with the terms of  this
Agreement,  borrow, repay                     without penalty  or
premium and reborrow hereunder, the                    lesser  of
(i)    the    Revolving   Loan   Maximum   Revolving    Facility,
or (ii) the Revolving Loan Borrowing Base.

                2.1.2      Advances.   Each request  for  advance
under the                          Revolving Loan may be made  by
telephone  by  the authorized                  representative  of
Borrower no later than 2:00 p.m. on the                      date
on   which   an   advance  is  requested  to   be   made.    Each
advance  to  Borrower  shall  be in immediately  available  funds
and   deposited  in  Borrower's  demand  deposit  accounts   with
Lender.

                2.1.3      Maximum  Principal Balance.   Borrower
agrees  that if at             any time the aggregate outstanding
principal  balance  of  the                Revolving  Loan  shall
exceed  an amount equal to the lesser of                 (i)  the
Revolving    Loan    Maximum   Revolving   Facility    or    (ii)
the  Revolving  Loan  Borrowing  Base,  Borrower  shall  promptly
pay to Lender the amount necessary to eliminate such excess.

                2.1.4      Interest.  Prior to Default,  Borrower
shall  pay  to                   Lender interest on  the  average
daily outstanding balance of            the Liabilities under the
Revolving  Loan at a rate per annum                equal  to  the
LIBOR    Rate    plus    one    and    five-eighths    of     one
percent (1.625%).

                2.1.5      Payment.  The unpaid principal balance
of  the                         Revolving Loan shall be  due  and
payable  on  the earlier of                    June 30,  1999  or
upon  the  occurrence of a Default.  Accrued             interest
shall     be     payable    monthly    in    arrears    beginning
November   30,   1997  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.

               2.1.6     Term.  The Revolving Loan will mature on
June  30,                  1999, 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.

          2.2  Tenant Improvement Loan.

                2.2.1     Borrowing Base.  Borrower may, as  long
as  otherwise in               compliance with the terms of  this
Agreement,  borrow, repay                     without penalty  or
premium and reborrow hereunder, the                    lesser  of
(i)    the    Tenant    Improvement   Loan   Maximum    Revolving
Facility,   or   (ii)  the  Tenant  Improvement  Loan   Borrowing
Base.

                2.2.2      Advances.   Each request  for  advance
hereunder  may  be                    made by  either  H.  Rainey
Powell  or  Linda  L. Daugherty  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.

               2.2.3     UCC-1 Forms.  For the Tenant Improvement
Agreements                     pursuant to each of the  following
Lease Agreements,                       Borrower, Harold's Stores
of   Texas,  L.P.  or  other  applicable                 Harold's
Subsidiary   shall   execute   such   UCC-1   forms   as   Lender
may reasonably require:

                     2.2.3.1    Lease  Agreement by  and  between
Smokestack   Partners,  Inc.,  as  Landlord,  and  Borrower,   as
tenant,  dated  September 13, 1996 for Premises  located  in  San
Antonio, Bexar County, Texas;

                     2.2.3.2    Lease  Agreement by  and  between
Third                     Horizon  Group Limited Partnership,  as
Landlord,  Harold's                  Stores of  Texas,  L.P.,  as
tenant,   and  Borrower,  as                           guarantor,
dated    October    2,    1997   for    Premises    located    in
Sealy, Austin County, Texas;

                    2.2.3.3   Lease Agreement by and among Dallas
Galleria   Limited,  as  Landlord,  Harold's  Stores  of   Texas,
L.P.,  as  tenant,  and Borrower, as guarantor,  dated  September
25,   1997  for  Premises  located  in  Addison,  Dallas  County,
Texas; and

                     2.2.3.4    any  other  Lease  Agreement  for
Premises  I                    into which Borrower or a  Harold's
Subsidiary  enters during                     the  term  of  this
Agreement     for     which    there     may     exist     Tenant
Improvement Reimbursement Agreements.

                 2.2.4      New  Tenant  Improvement  Agreements.
Borrower  agrees                    to continue  to  perform  the
same  level  of  due diligence in                     negotiating
with      Landlords     for     future     Tenant     Improvement
Agreement  as  contemplated by Section 2.2.3.4  as  Borrower  has
performed   in   connection  with  existing  Tenant   Improvement
Agreements,  including  but  not limited  to  evaluation  of  the
financial  capacity  of  each such Landlord  and  the  associated
credit  risk.   At  the  request of Lender,  Borrower  agrees  to
provide   Lender   with   copies  of  any  financial   statements
received from a Landlord.

                2.2.5      Assignment of Security from Landlords.
To the extent            Borrower obtains security in any form to
collateralize or                   otherwise ensure a  Landlord's
obligation    to   pay   Tenant                       Improvement
Reimbursements,       Borrower      or       the       applicable
Harold's   Subsidiary  shall  execute  such  additional  pledges,
assignments  or  other  instruments  to  provide  Lender  with  a
perfected  security  interest  and assignment  in  such  security
provided by a Landlord.

                   2.2.6        Doubtful    Tenant    Improvement
Reimbursements.  In the                 event Borrower determines
that  payment  of  a Tenant                           Improvement
Reimbursement      is     doubtful      for      any      reason,
Borrower    shall    immediately   notify    Lender    of    such
determination   and   shall   make  no   further   requests   for
advances    against    remaining   unpaid   Tenant    Improvement
Reimbursements from the applicable Landlord.

                2.2.7      Maximum  Principal Balance.   Borrower
agrees  that if at             any time the aggregate outstanding
principal  balance of the                Tenant Improvement  Loan
shall  exceed an amount equal to the               lesser of  (i)
the     Tenant     Improvement     Loan     Maximum     Revolving
Facility  or  (ii)  the Tenant Improvement Loan  Borrowing  Base,
Borrower  shall  promptly  pay  to Lender  the  amount  necessary
to eliminate such excess.

                2.2.8      Interest.  Prior to Default,  Borrower
shall  pay  to                   Lender interest on  the  average
daily outstanding balance of            the liabilities under the
Tenant  Improvement Loan 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):

                  Minimum   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%.

                2.2.9      Payment.  The unpaid principal balance
of  the Tenant                 Improvement Loan shall be due  and
payable on the earlier of               June 30, 1999 or upon the
occurrence  of a Default.  Accrued            interest  shall  be
payable         monthly        in        arrears        beginning
November   30,   1997  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.
     
                2.2.10    Term.  The Tenant Improvement Loan will
mature                    on  June  30, 1999, 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.

          2.3  Letter of Credit Note.

                2.3.1     Principal Amount.  The Letter of Credit
Facility            shall be in the original principal amount  of
$2,000,000.00.

                2.3.2      Interest.  Prior to Default,  Borrower
shall  pay  to                   Lender interest 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%).

               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  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, 1998.

                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,
1998.  Accrued interest shall be                  payable monthly
in  arrears beginning November 30, 1997  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.

                2.3.5      Term.   The Letter of Credit  Facility
will  mature on                     the earlier of demand or June
30,  1998,  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.

          2.4  Term Note.

                2.4.1     Principal Amount.  The Term Note  shall
be   in   the                  original   principal   amount   of
$2,340,792.00.

                 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
November 30, 1997 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.

                2.4.3      Interest.  Prior to Default,  Borrower
shall  pay                     to Lender interest on the  average
daily  outstanding balance               of the liabilities under
the  Term Loan 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):

                  Minimum   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%.

                2.4.4  Conditions of Closing.  The obligation  of
Lender  to                      fund the Term Loan is subject  to
the satisfaction of the                 following:

                     2.4.4.1   CMT  Loan  Assignments.   Borrower
shall  execute            the CMT Loan Assignments and make  such
deliveries   of                        original  instruments   as
required  in  order  to collaterally                  assign  and
endorse     to    Lender,    and    grant    and    perfect     a
security  interest  in  favor  of  Lender,  in  and  to  all   of
Borrower's  rights  and  interest in the  originals  of  each  of
the following CMT Loan documents:

                     (i)   Amended  and Restated  Term  Loan  and
Security                 Agreement dated as of November  6,  1996
by and among CMT,                  Bober and Borrower;

                    (ii)      Term Note in the original amount of
$2,750,000.00  dated  as  of November 6,  1996  executed  by  CMT
in favor of Borrower;

                      (iii)       Second  Amended  and   Restated
Guaranty dated                as of November 6, 1996 executed  by
Bober in favor of                       Borrower;

                     (iv)      Stock Pledge Agreement dated as of
November 6,                   1996 executed by Bober in favor  of
Borrower;

                    (v)  Real Estate Mortgage on real property in
Dutchess   County,  New  York  owned  by  Bober   dated   as   of
November 6, 1996 executed by Bober in favor of Borrower;

                    (vi)      Common Stock Purchase Warrant dated
as  of                    November 6, 1996 by and between CMT and
Borrower;

                     (vii)     Forbearance Agreement dated as  of
November            6, 1996 by and between Bober and Borrower;

                    (viii)    UCC-1 Financing Statements executed
by                   CMT,  as  debtor, and Borrower,  as  secured
party, and filed                   with the New York Secretary of
State,  the County Clerk of                   Bergen County,  New
Jersey  and any other state clerk,                      registrar
or recording entity;

                      (ix)   CMT   Stock   Certificate   No.    1
representing  ten                   (10) shares  of  the  Capital
Stock of CMT in Bober's name;

                     (x)   Assignment  Separate from  Certificate
dated as of              November 6, 1996 from Bober to Borrower;

                     (xi)       Cash Collateral Account Agreement
dated  as  of                    November 6, 1996 by and  between
Bober and Borrower;

                     (xii)     Consent to Default - Assignment of
Lease                    dated as of November 6, 1996 executed by
Bober in favor of                  Borrower;

                      (xiii)      First  Amendment  to  Trademark
Collateral                     Security  Agreement  dated  as  of
November 6, 1996 by and                 between CMT and Borrower;

                     (xiv)      Trademark Assignment of  Security
dated as            of November 6, 1996 from CMT to Borrower;

                       (xv)    Agreement    between    The    CIT
Group/Commercial                   Services, Inc.   and  Assignor
dated November 7, 1996;

                     (xvi)      Life Insurance Policy  issued  by
Equitable                Life Insurance Company as Policy No. 96-
021-968 insuring the               life of Bober;

                     (xvii)     Life Insurance Policy  issued  by
First                     Transamerica Life Insurance Company  as
Policy  No.  75017613                     insuring  the  life  of
Bober;

                     (xviii)   Disability Insurance Policy issued
by                   Reliance Insurance Company as Policy No.  RN
HLD 0545                      providing for a payment of a single
benefit in the event of            the disability of Bober; and

                     (xix)      any other document evidencing  or
securing            the CMT Loan.

                2.4.5        Chase Letter of Credit.   Upon  full
payment  and                   satisfaction of a judgment entered
against CMT and in favor                of Shinyei Corporation of
America,  which  judgment  is  being                   paid   and
satisfied    by   the   Chase   Letter   of   Credit,    Borrower
shall  have  a  priority lien and security  interest  in  and  to
the  Cash  Collateral,  to  be  assigned  to  Lender  immediately
thereafter.

                2.4.6      Term.   The Term Loan will  mature  on
     June  30,  1999,  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.

           2.5   Repayment.  Unless otherwise agreed  in  writing
from  time  to   time hereafter, all payments which  Borrower  is
required to make to      Lender under this Agreement or under any
of the other Loan Documents   shall be made without defense, set-
off  and  counterclaim and in same day    funds and delivered  to
Lender not later than 2:30 p.m. (Oklahoma City,   Oklahoma  time)
on  the  date  due  at  Lender's offices  located  at  211  North
Robinson,  Oklahoma  City, Oklahoma, 73102, for  the  account  of
Lender;    funds  received by Lender after  that  time  shall  be
deemed  to have been      paid by Borrower on the next succeeding
Business  Day.  Borrower hereby     authorizes Lender  to  charge
its account with Lender in order to cause    timely payment to be
made  to  Lender  of  all principal, interest  and  fees      due
hereunder  (subject  to  sufficient  funds  being  available   in
Borrower's     accounts for that purpose).

           2.6  Termination of Agreement.  This Agreement may  be
terminated      as  set forth in Section 8.  Upon  the  effective
date  of  maturity or      termination of the Loans, all  of  the
respective liabilities under the   Loans shall become immediately
due  and  payable without notice or demand;    provided, however,
that  if  termination is by reason of an event      specified  in
Section  9, all such liabilities shall become immediately     due
and payable at such time without notice or demand.

      3.   REPORTING AND ELIGIBILITY REQUIREMENTS.  The following
are reporting and eligibility requirements:

          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 hereto as Exhibit "E" 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.

           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 hereto as Exhibit "F".  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.

           3.3   Account  Representations and  Warranties.   With
     respect to     Accounts scheduled, listed or referred to  on
     the  initial  Accounts Trial Balance or  on  any  subsequent
     Accounts Trial Balance, Borrower warrants and represents  to
     Lender that:  (i) they are genuine, are in all respects what
     they  purport  to be, and are not evidenced by  a  judgment;
     (ii)  they  represent undisputed, bona fide     transactions
     completed  in  accordance  with  the  terms  and  provisions
     contained in the documents entered into between Borrower and
     its respective Account   Debtors with respect thereto; (iii)
     the  amounts  shown  on  the respective      Accounts  Trial
     Balance,  Borrower's books and records and all invoices  and
     statements  which  may be delivered to Lender  with  respect
     thereto  are  actually and absolutely owing to Borrower  and
     are not in any way contingent; (iv) no payments have been or
     shall  be made thereon to any person other than Borrower  to
     Lender; (v) there are no set-offs, counterclaims or disputes
     existing  or asserted with respect thereto and Borrower  has
     not made any agreement with   any of the Account Debtors for
     any  deduction  therefrom  except a  purchase  discount  for
     prompt  payment or return allowance allowed by  Borrower  in
     the  ordinary course of their businesses; (vi) there are  no
     facts,  events  or occurrences which in any way  impair  the
     validity or enforcement thereof or tend to reduce the amount
     payable thereunder as shown on the respective Accounts Trial
     Balance,  Borrower's books and records and all invoices  and
     statements  delivered to Lender with respect thereto;  (vii)
     to the best of Borrower's     knowledge, all Account Debtors
     have the capacity to contract and are solvent;    (viii) the
     services furnished and/or goods sold giving rise thereto are
     not  subject    to any lien, claim, encumbrance or  security
     interest  except  that of Lender and except as  specifically
     permitted below; (ix) Borrower has no knowledge of any  fact
     or   circumstance  which  would  impair  the   validity   or
     collectibility  thereof; and (x) to the best  of  Borrower's
     knowledge,  there  are no proceedings or actions  which  are
     threatened or pending against any of its respective  Account
     Debtors which might result in any material adverse change in
     such  Account  Debtor's  financial  condition,  results   of
     operations or business.

           3.4  Verification of Accounts.  Lender shall have  the
     right,  at  any  time or times hereafter, within its  reason
     able  judgment with respect to the  frequency thereof, after
     prior  notice  to  Borrower, to verify by  mail,  telephone,
     telegraph  or  otherwise the validity, amount or  any  other
     matter relating to any   Accounts.

           3.5  Collections and Payments.  Borrower hereby agrees
     that  in  the    event any payments are received  by  Lender
     whether  from Borrower or from any  other Person,  all  such
     payments  will  be  the  sole  and  exclusive  property   of
     Lender.  All payments received by Lender will be applied  on
     account  of the      liabilities of the respective Loans  as
     follows:   (i) after allowing two (2) Business     Days  for
     collection  of  checks  and other  instruments  received  by
     Lender  at  its  offices in Oklahoma City, Oklahoma,  Lender
     will credit (conditional upon final     collection) all such
     payments  against Borrower's outstanding loan balance,  with
     the  exception of checks drawn on accounts with Lender  with
     immediately     available  funds for  which  Borrower  shall
     receive  immediate  credit  upon  receipt,   (ii)  all  cash
     payments  received  by Lender prior to 2:30  p.m.  (Oklahoma
     City,      Oklahoma  time) at its offices in Oklahoma  City,
     Oklahoma including, without   limitation, payments  made  by
     wire  transfer of immediately available funds,  will      be
     credited   against  Borrower's  outstanding   loan   balance
     immediately  upon     receipt and (iii)  all  cash  payments
     received  by Lender at a time later than that      specified
     in  clause (ii) of this Section 3.5 will be credited against
     Borrower's      outstanding  loan  balance  on   the   first
     Business Day following Lender's receipt      thereof.

           3.6   Inventory Representations and Warranties.   With
     respect  to     Inventory, Borrower represents and  warrants
     to  Lender  that  (i) it is not subject    to  any  lien  or
     security   interest  whatsoever  except  for  the   security
     interest  granted to Lender hereunder and except as  specifi
     cally  permitted  herein  and (ii)     it  is  of  good  and
     merchantable  quality,  free from any  defects  which  would
     affect    the market value of such Inventory.

                3.7   Inventory Records.  Borrower shall  at  all
     times   hereafter           maintain  correct  and  accurate
     records with respect to Inventory, in reasonably  sufficient
     detail  as may be satisfactory to Lender including,  without
     limitation,     the quarterly itemization of raw  materials,
     work-in-process and finished goods,     all of which records
     shall  be  available during Borrower's usual business  hours
     at  the  request of any of Lender's officers,  employees  or
     agents.  As soon as      Borrower has installed the computer
     capability of generating detailed reports on      a  monthly
     basis,  Borrower will provide a monthly itemization  or  raw
     materials,     work-in-process and finished goods.

      4.    CONDITIONS  OF ADVANCES.  Notwithstanding  any  other
provision contained in this Agreement or in any of the other Loan
Documents  to  the  contrary, the obligation of  Lender  to  make
advances  hereunder  is subject to the satisfaction  of  all  the
following:

            4.1    Insurance  programs  and  coverage  thereunder
determined  by  Lender to be adequate shall have been  instituted
by Borrower;

           4.2   Borrower  shall have implemented  reporting  and
     monitoring           systems satisfactory to Lender  capable
     of  providing Borrower with the     information necessary to
     compile   and  deliver  the  reports  required  under   this
     Agreement, including without limitation, the Monthly Reports
     and the Quarterly   Reports;

           4.3   No  Default  or  Event  of  Default  under  this
     Agreement shall exist or be continuing as of the date of the
     advance;

           4.4  Good standing certificates, as of the most recent
     date  practicable,    for Borrower from the  Secretaries  of
     State  or other appropriate governmental      authority,  of
     each state in which Borrower is qualified to do business, if
     any,      shall have been delivered to Lender;

           4.5  A copy of the Bylaws of Borrower certified as  of
     the  Execution   Date  by  the  corporate  secretary  or  an
     assistant  secretary of Borrower shall have   been delivered
     to Lender;

          4.6  A resolution of the Board of Directors of Borrower
     approving       and authorizing the execution, delivery  and
     performance  of each of the Loan    Documents, certified  as
     of  the  Execution  Date by the corporate  secretary  or  an
     assistant secretary of Borrower shall have been delivered to
     Lender;

           4.7   A  signature and incumbency certificate  of  the
officers of    Borrower;

            4.8    Certificates   of  public  officials,   bonded
     abstracters  or  title  search   companies  satisfactory  to
     Lender   relating  to  the  nonexistence  of  UCC  financing
     statement filings, liens, charges and other encumbrances  on
     the  Accounts  and    Inventory of Borrower, except  as  may
     exist  in  favor of Lender or as described      on  Schedule
     "1";

           4.9   Financial statements for Borrower and such other
     financial information as required by this Agreement and  the
     other  Loan  Documents  or as otherwise  reasonably  may  be
     required by Lender, all in form satisfactory to   Lender;

           4.10  Duly executed initial Monthly Report  dated  the
Execution      Date;

           4.11  Borrower shall have executed, or  caused  to  be
executed,  and   delivered to Lender on or before  the  Execution
Date, the Loan Documents,     including, without limitation, this
Agreement,  together with such      consents,       certificates,
endorsements, opinions, guarantees and  assurances as Lender  and
Lender's counsel may reasonably request;

          4.12 Lender shall have received (a) with respect to any
     advance  under the Revolving Loan or the Tenant  Improvement
     Loan  a request for an advance in a specific amount, in  the
     manner  described in Sections 2.1.2 and 2.2.2, from      the
     appropriate  officer of Borrower, (b) a Monthly Report  from
     Borrower dated      no more than thirty-one (31) days  prior
     to the date of such advance, provided   that with respect to
     the initial advance hereunder, Lender shall have received  a
     pro forma Monthly Report dated the date of such advance, and
     (c) copies of all   other documents required to be delivered
     to Lender under Section 7.1;

           4.13  No  material adverse change,  as  determined  by
Lender  in  its  sole      discretion, in the financial condition
or operation of Borrower      shall have     occurred at any time
or   times  subsequent  to  the  most  recent   annual  financial
statement provided pursuant to Section 7.1;

           4.14 Lender shall have received, in form and substance
satisfactory  to  Lender,  all additional  certificates,  orders,
authorities,   consents,    affidavits,  schedules,  instruments,
security  agreements, financing statements,  mortgages and  other
documents which     Lender may at any time reasonably  request;

           4.15 Lender shall have received an originally executed
copy  of a      favorable written opinion of counsel for Borrower
confirming   (a)  that       Borrower   is  a  validly   existing
corporation,  (b)  that Borrower is duly  authorized  to  execute
this Agreement and all other Loan Documents, (c)  that Borrower's
execution of   this Agreement and other Loan Documents       does
not  violate any other lending      agreement, and (d) as to  any
other     matters as Lender may reasonably request;

           4.16  The representations and warranties contained  in
this       Agreement      shall be true, correct and complete  in
all  material  respects    as of the date of a       request  for
advance; and

          4.17 There shall not be pending or, to the knowledge of
Borrower,        threatened,   any  action,   suit,   proceeding,
governmental   investigation  or       arbitration   against   or
affecting  Borrower or any Harold's Subsidiary or  any   property
of  Borrower  or  any  Harold's Subsidiary  which  has  not  been
disclosed      by Borrower to Lender prior to the making  of  the
last       preceding advance and    there shall have occurred  no
development  not  so   disclosed in any such  action,       suit,
proceeding,  governmental      investigation  or  arbitration  so
disclosed, which,   in either event,    in the opinion of Lender,
would  reasonably be expected to    materially     and  adversely
affect   the   business,   operations,  properties,   assets   or
condition  (financial or otherwise) of Borrower or to impair  the
ability    of Borrower to perform its obligations under the  Loan
Documents.

      5.    COLLATERAL SECURITY AND CROSS-COLLATERALIZATION.  The
performance  of  all covenants and agreements contained  in  this
Agreement  and  the other Loan Documents and the payment  of  the
Liabilities shall all be secured and cross-collateralized by  the
Collateral.   The  payment or release of any of  the  Liabilities
shall  not  release  any  of  the Collateral  until  all  of  the
Liabilities have been paid in full.

      6.    REPRESENTATIONS AND WARRANTIES.  Borrower  represents
and  warrants  that as of the Execution Date, and  continuing  so
long  as  any Liabilities remain outstanding, and (even if  there
shall  be  no Liabilities outstanding) so long as this  Agreement
remains in effect:

           6.1   Corporate Existence.  Borrower is a  corporation
     duly  organized,     validly existing and in  good  standing
     under  the  laws of the State of Oklahoma      and  is  duly
     qualified  as a foreign corporation and in good standing  in
     all  states     where the nature and extent of the  business
     transacted  by  it or the ownership of    its  assets  makes
     such qualification necessary, except for those jurisdictions
     in    which  the  failure so to qualify would  not,  in  the
     aggregate,  have a material    adverse effect on  Borrower's
     financial  condition, results of operations or     business.
     Each  Harold's  Subsidiary is a corporation duly  organized,
     validly    existing and in good standing under the  laws  of
     the state of its incorporation and      is duly qualified as
     a  foreign  corporation and in good standing in  all  states
     where the nature and extent of the business transacted by it
     or the ownership of      its assets makes such qualification
     necessary, except for those jurisdictions in      which  the
     failure  so to qualify would not, in the aggregate,  have  a
     material   adverse  effect  on  such  Harold's  Subsidiary's
     financial condition, results of    operations or business.

           6.2   Corporate Authority.  The execution and delivery
     by  Borrower  of  this Agreement and all of the  other  Loan
     Documents,  and  the  performance of Borrower's  obligations
     hereunder   and  thereunder:   (i)  are  within   Borrower's
     corporate  powers;  (ii) are duly authorized  by  Borrower's
     Board  of  Directors  and,  if necessary,  Borrower's  stock
     holders;  (iii) are not in contravention of the    terms  of
     Borrower's Certificate of Incorporation or Bylaws, or of any
     or  governmental restriction binding upon Borrower; and (vi)
     will  not,  except  as contemplated herein,  result  in  the
     imposition  of any lien, claim, charge, security    interest
     or other encumbrance upon any property of Borrower under any
     existing indenture, mortgage, deed of trust, loan or  credit
     agreement  or  other  material agreement  or  instrument  to
     which  Borrower is a party or by which it  or   any  of  its
     property may be bound or affected.

           6.3   Binding Effect.  This Agreement and all  of  the
other  Loan          Documents are the legal, valid and  binding,
obligation  of Borrower and    are  enforceable against  Borrower
in accordance with their respective     terms.

           6.4  Financial Data.  Borrower has delivered to Lender
     those   certain  consolidated  financial  statements   dated
     _____________.    Such  statements   were      prepared   in
     accordance with generally accepted accounting principles and
     fairly    present the financial position of Borrower  as  of
     the  date  thereof.  Borrower does   not have  any  material
     contingent  liability, or contingent liability or  liability
     for taxes, long-term lease or long-term commitment, which is
     not reflected in the     foregoing financial statements, the
     notes thereto or otherwise in writing to     Lender.

          6.5  Solvency.  Borrower is solvent, is able to pay its
     debts  as  they   become due and has capital  sufficient  to
     carry on its business as the same is now     being conducted
     and  all businesses in which it is about to engage, and  now
     owns  property having a value both at fair valuation and  at
     present  fair  saleable     value greater  than  the  amount
     required  to  pay Borrower's debts.  Borrower will   not  be
     rendered  insolvent by the execution and  delivery  of  this
     Agreement  or   any of the other Loan Documents  or  by  the
     transactions contemplated hereunder     or thereunder.

           6.6   Chief  Place of Business.  As of  the  Execution
     Date, the principal      offices of Borrower are located  at
     765  Asp, Norman, Oklahoma 73069.  If any     change  is  to
     occur,  Borrower shall notify Lender thereof at least  sixty
     (60)  days       prior to such change.  As of the  Execution
     Date,  the books and records of     Borrower and all chattel
     paper  and  all  records  of  account  are  located  at  the
     principal offices of Borrower.

           6.7   Books  and  Records.  The books and  records  of
Borrower  properly reflect Borrower's financial condition.

           6.8  Tax Liabilities.  Borrower has filed all federal,
     state and local tax      reports and returns required by any
     law, rule, or regulation to be filed by these     except for
     extensions  duly  obtained, and has  either  duly  paid  all
     taxes,  duties  and charges indicated due on  the  basis  of
     such  returns  and reports, or made  adequate provision  for
     the  payment  thereof, and the assessment  of  any  material
     amount  of  additional taxes in excess  of  those  paid  and
     reported is not reasonably expected.  The reserves for taxes
     reflected  on  the balance sheets of Borrower  submitted  to
     Lender  in accordance with the terms of Section 7.1 will  be
     adequate  in  amount for the payment of all liabilities  for
     all  taxes (whether or not     disputed) of Borrower accrued
     through the date of each such balance sheet.      There  are
     no  material  unresolved questions or claims concerning  any
     tax  liability of Borrower.

           6.9   Loans.   Except as disclosed  on  the  financial
statements     specifically identified in Section 6.4, and except
for  trade  payables   arising in  the       ordinary  course  of
Borrower's  business, there are     currently no loans  or  other
indebtedness for borrowed money.

          6.10 Margin Security.  Borrower does not own any margin
     securities     and none of the loans advanced hereunder will
     be  used  for  the purpose of    purchasing or carrying  any
     margin  securities  or  for  the  purpose  of  reducing   or
     retiring  any indebtedness which was originally incurred  to
     purchase any margin      securities or for any other purpose
     not permitted by Regulation G of the Board   of Governors of
     the Federal Reserve System.

           6.11  Litigation and Proceedings.  Except as disclosed
     on  Schedule  "2"      attached  hereto,  no  judgments  are
     outstanding    against    Borrower    or    any     Harold's
     Subsidiary,  nor is there now pending or,  to  the  best  of
     Borrower's  knowledge     after diligent inquiry, threatened
     any litigation, contested claim or governmental   proceeding
     by or against Borrower or any Harold's Subsidiary.

           6.12  Other  Agreements.  Borrower is not  in  default
under any      contract, lease, commitment or other agreement  in
excess  of $10,000.00     which it is a party or by which  it  is
bound.   Borrower knows of no  dispute regarding   any  contract,
lease, commitment or other    agreement.

             6.13   Employee   Controversies.    There   are   no
controversies pending    or, to the best of Borrower's knowledge,
threatened  between Borrower or     any Harold's  Subsidiary  and
any   of   its   employees,  other  than  employee     grievances
arising  in  the ordinary course of business which  are  not,  in
the  aggregate, material to the continued financial  success  and
well-     being of Borrower.

            6.14  Compliance  with  Laws  and  Regulations.   The
     execution  and   delivery by Borrower of this Agreement  and
     all  of  the other Loan Documents    and the performance  of
     Borrower's obligations hereunder and thereunder are     not,
     to the best of Borrower's knowledge, in contravention of any
     law,   order,     rule  or  regulation.   Borrower   is   in
     compliance with all laws, orders, rules,     regulations and
     ordinances  of  all  federal,  foreign,  state   and   local
     governmental     authorities  relating   to   the   business
     operations  and  the  assets of Borrower  except  for  laws,
     orders,  rules, regulations and ordinances the violation  of
     which  would not, in the aggregate, have a material  adverse
     effect   on  Borrower's  financial  condition,  results   of
     operations or businesses.

          6.15 Pension Reform Act.  No events, including, without
     limitation,  any  "Reportable Event" or "Prohibited  Transac
     tions",  as  those  terms  are    defined  in  the  Employee
     Retirement Income Security Act of 1974, as the  same     may
     be  amended from time to time (herein, including any and all
     such       amendments,  called "ERISA"),  have  occurred  in
     connection  with  any      "Employee Benefit  Plan"  (herein
     called   "Pension   Plan")  of  Borrower   which       might
     reasonably  be  expected  to  constitute  grounds  for   the
     termination of any  such Pension Plan by the Pension Benefit
     Guaranty  Corporation  or  for  the     appointment  by  the
     appropriate  United States District Court of  a  trustee  to
     administer any such Pension Plan.  Borrower's Pension  Plan,
     if any, meet the    minimum funding standards of Section 302
     of ERISA.

           6.16 Survival of Representations and Warranties.   All
     representations       and  warranties  contained   in   this
     Agreement  or  any  of the other Loan  Documents       shall
     survive the execution and delivery of this Agreement.

      7.    AFFIRMATIVE COVENANTS.  Borrower covenants and agrees
that, so long as any Liabilities remain outstanding, and (even if
there  shall  be  no Liabilities outstanding)  so  long  as  this
Agreement remains in effect:

            7.1    Financial  Statements.   Except  as  otherwise
     expressly provided for   herein, Borrower shall keep  proper
     books  of  record  and  account in which  full     and  true
     entries will be made of all dealings or transactions  of  or
     in relation to      the business and affairs of Borrower, in
     accordance    with   generally   accepted         accounting
     principles consistently applied.  Borrower shall cause to be
     furnished      to Lender:

           (i)   as  soon as practicable and in any event  within
     sixty (60)     days after the end of each of the first three
     (3)  fiscal  quarters,      a copy of  the  Form  10-Q  most
     recently  filed  by  Borrower with  the      Securities  and
     Exchange Commission;

          (ii) as soon as practicable and in any event within one
hundred twenty (120) days after the end of each fiscal year,  (a)
consolidated statements of income, retained earnings and  changes
in  financial  condition  of  Borrower  for  such  year,  and   a
consolidated  balance sheet of Borrower as of  the  end  of  such
year,          in reasonable detail and satisfactory in scope  to
Lender and               examined by independent certified public
accountants of recognized          national standing selected  by
Borrower and satisfactory to Lender,         whose opinion  shall
be in scope and substance satisfactory to              Lender and
shall   be   accompanied   by   such   accountants'   "Management
Letter"  to Borrower, and (b) a copy of the Form 10-K  filed  for
the        previous  fiscal year by Borrower with the  Securities
and Exchange        Commission;

           (iii)      as  soon as practicable but  in  any  event
within  ten  (10)               days of delivery to  Borrower,  a
copy  of  any  letter issued by            Borrower's independent
certified  public  accountants  or  other              management
consultants    with   respect   to   Borrower's   financial    or
accounting systems or controls;

           (iv) as soon as practicable but in any event not  more
than  ten             (10)  days  after the  President  or  chief
financial officer of               Borrower obtains knowledge  of
the  occurrence  of  an event or the             existence  of  a
circumstance  giving rise to an Event of  Default  or           a
Default,  notice  of  any and all Events of Default  or  Defaults
hereunder;

           (v)   Monthly  Reports for Borrower and  the  Harold's
Subsidiaries as required pursuant to Section 3.1;

           (vi)  Quarterly Reports for Borrower and the  Harold's
Subsidiaries as required pursuant to Section 3.2; and

            (vii)      with  reasonable  promptness,  such  other
business  or                    financial  data  as  Lender   may
request.

           All  financial statements delivered to Lender pursuant
     to  the  requirements  of  this Section  7.1  (except  where
     otherwise   expressly  indicated)  shall  be   prepared   in
     accordance  with  generally accepted  accounting  principles
     consistently  applied.   Together  with  each  delivery   of
     financial  statements required by Section  7.1(i),  Borrower
     shall  deliver  to  Lender  an  officer's  certificate  (the
     "Compliance  Certificate")  stating  that  there  exists  no
     Default or Event of Default, or, if any Default or Event  of
     Default exists, specifying the nature thereof, the period of
     existence thereof and what action Borrower proposes to  take
     to  cure the same.  Together with each delivery of financial
     statements  required by Section 7.1(ii)(b),  Borrower  shall
     deliver  to  Lender  a  certificate of the  accountants  who
     performed  the  audit  in connection  with  such  statements
     stating  that in making the audit necessary to the  issuance
     of a report on such financial statements, they have obtained
     no knowledge of any Default or Event of Default, or, if such
     accountants have obtained knowledge of a Default or Event of
     Default,  specifying  the  nature and  period  of  existence
     thereof.  Such accountants shall not be liable by reason  of
     any  failure to obtain knowledge of any Default or Event  of
     Default which would not be disclosed in the ordinary  course
     of  an  audit.  Lender shall exercise reasonable efforts  to
     keep  such  information, and all information acquired  by  a
     result  of  any  inspection  conducted  in  accordance  with
     Section   7.2,  confidential,  provided  that   Lender   may
     communicate  such  information (a) to any  other  Person  in
     accordance with the customary practices of commercial  banks
     relating  to  routine trade inquiries, (b) to any  court  or
     regulatory authority having jurisdiction over Lender, (c) to
     any  other  Person in connection with Lender's sale  of  any
     participation in the Liabilities, or (d) to any other Person
     in connection with the exercise of Lender's rights hereunder
     or   under  any  of  the  other  Loan  Documents.   Borrower
     authorizes  Lender  to  discuss the financial  condition  of
     Borrower with Borrower's independent public accountants  and
     agrees  that  such  discussion  or  communication  shall  be
     without liability to either Lender or Borrower's independent
     public accountants.

           7.2  Inspection.  Lender, or any Person designated  by
     Lender  in writing, shall have the right, from time to  time
     hereafter,  to  call  at Borrower's    place  or  places  of
     business  during  reasonable business  hours,  and,  without
     hindrance  or delay, (i) to inspect, audit, check  and  make
     copies  of  and  extracts   from Borrower's books,  records,
     journals,  orders, receipts and any      correspondence  and
     other  data  relating  to  Borrower's  business  or  to  any
     transactions between the parties hereto, (ii) to discuss the
     affairs,  finances  and    business  of  Borrower  with  any
     officers,  employees  or  directors  of  Borrower.      Such
     inspections shall include, without limitation, a field audit
     of the operations   of Borrower and Harold's Subsidiaries to
     take  place within ninety (90) days of   the Execution Date,
     such field audit to be at the cost and expense of Lender.

           7.3   Conduct  of  Business.  Except  as  contemplated
     herein,  Borrower  shall maintain its  corporate  existence,
     shall  maintain  in  full force and  effect  all   licenses,
     permits,  bonds, franchises, leases, patents, contracts  and
     other  rights    necessary or desirable  to  the  profitable
     conduct  of its business, shall continue      in, and  limit
     its operations to, the same general line of business as that
     presently  conducted  by  it  and  shall  comply  with   all
     applicable  laws,  rules and regulations   of  any  federal,
     state or local governmental authority, except for such laws,
     rules     and regulations the violation of which would  not,
     in   the  aggregate,  have  a  material  adverse  effect  on
     Borrower's  financial condition, results of  operations   or
     business.

           7.4   Claims and Taxes.  Borrower agrees to  indemnify
     and  hold  Lender  harmless from and  against  any  and  all
     claims,    demands,   liabilities,        losses,   damages,
     penalties,   costs,   and  expenses  (including   reasonable
     attorneys'      fees) relating to or in any way arising  out
     of  the  possession, use, operation or    control of any  of
     Borrower's  assets. Borrower shall pay or cause to  be  paid
     all  bonding  premiums and related taxes  and  charges,  and
     shall  pay  or cause to be paid all of Borrower's  real  and
     personal property taxes, assessments and charges and all  of
     Borrower's  franchise,  income, unemployment,  use,  excise,
     old  age  benefit, withholding, sales and  other  taxes  and
     other  governmental  charges assessed against  Borrower,  or
     payable by Borrower, at such times and  in such manner as to
     prevent  any  penalty from accruing or any  lien  or  charge
     from attaching to its property, provided that Borrower shall
     have the right to   contest in good faith, by an appropriate
     proceeding promptly initiated and diligently conducted,  the
     validity, amount or imposition of any such tax,   assessment
     or  charge,  and upon such good faith contest  to  delay  or
     refuse payment thereof, if (i) Borrower establishes adequate
     reserves  to  cover  such   contested taxes,  assessment  or
     charges,  and  (ii) such contest does not  have  a  material
     adverse  effect on the financial condition of Borrower,  the
     ability of Borrower to pay any of the Liabilities.

           7.5   Borrower's Liability Insurance.  Borrower  shall
     maintain, at its    expense, such public liability and third
     party  property damage insurance in such      amounts,  with
     such  deductibles  and with such coverage as  is  consistent
     with the  practice of other companies engaged in the same or
     similar   industry  as  that  of    Borrower  and  otherwise
     acceptable to Lender.

           7.6   Borrower's Property Insurance.   Borrower  shall
provide the    following insurance coverage:

                (A)  At  its sole expense, keep and maintain  its
          assets  insured against loss or damage by fire,  theft,
          explosion,  spoilage and all other  hazards  and  risks
          ordinarily insured against by other owners or users  of
          such  properties in similar businesses in an amount  at
          least  equal  to  the  lesser of  (i)  the  outstanding
          maximum  revolving facility of the Liabilities or  (ii)
          the full insurable value of all such property.

                (B)  All such policies of insurance shall  be  in
          form and substance satisfactory to Lender.  On or prior
          to the Execution Date, Borrower shall deliver to Lender
          a  certificate evidencing each policy of insurance  and
          evidence  of  payment  of all premiums  therefor  (and,
          promptly  thereafter,  shall  deliver  to  Lender   the
          original  (or a certified) copy of each such policy  of
          insurance)   and,  thereafter,  the  original   (or   a
          certified)  copy  of  each  substitution  therefor   or
          renewal  or  amendment thereof promptly following  each
          such  substitution, renewal or amendment.  If Borrower,
          at any time or times hereafter, shall fail to obtain or
          maintain  any  of  the policies of  insurance  required
          above  or  to  pay  any premium in  whole  or  in  part
          relating  thereto,  then  Lender,  without  waiving  or
          releasing   any  obligation  or  default  by   Borrower
          hereunder,  may  at any time or times  thereafter  (but
          shall  be  under  no obligation to do  so)  obtain  and
          maintain  such  policies  of  insurance  and  pay  such
          premiums and take any other action with respect thereto
          which Lender deems advisable.

                (C)   (i)  in  the event insurance proceeds  with
          respect  to  loss of or damage to any  Goods  or  other
          material  assets of Borrower are received by Lender  as
          required  herein, such proceeds shall  be  remitted  to
          Borrower promptly if (a) no Default of Event or Default
          exists  at  the  time  of receipt  by  Lender  of  such
          proceeds  and  (b)  Lender  shall  have  received  from
          Borrower  evidence satisfactory to Lender that Borrower
          shall  apply such proceeds to the repair or replacement
          of  the  assets of Borrower, the loss of or  damage  to
          which  gave  rise to the proceeds, (ii)  all  insurance
          proceeds  received by Lender shall, unless remitted  to
          Borrower pursuant to clause (C)(i) of this Section 7.6,
          be  applied  to  the  outstanding Liabilities,  in  the
          inverse order of their maturity.

           7.7   Pension Plans.  Borrower shall (i) keep in  full
     force  and  effect    any and all Pension  Plans  which  are
     presently in existence or may, from time to  time, come into
     existence  under  ERISA, unless such Pension  Plans  can  be
     terminated   without  material  liability  to  Borrower   in
     connection with such     termination (as distinguished  from
     any    continuing    funding    obligation);    (ii)    make
     contributions to all of Borrower's Pension Plan in a  timely
     manner  and  in a     sufficient amount to comply  with  the
     requirements  of ERISA; (iii) comply with      all  material
     requirements of ERISA which relate to such plans;  and  (iv)
     notify    Lender immediately upon receipt by Borrower of any
     notice of the institution of  any proceeding or other action
     which may result in the termination of any   Pension Plan.

           7.8   Notice  of Suit or Adverse Change  in  Business.
     Borrower  shall,     as soon as possible, and in  any  event
     within  thirty  (30)  days after  Borrower   learns  of  the
     following,  give  written  notice  to  Lender  of  (i)   any
     proceeding  in   excess of $500,000.00 being  instituted  or
     threatened  in  writing  to  be instituted   by  or  against
     Borrower  or  its  respective  Subsidiaries,  including  the
     Harold's Subsidiaries, if any, in any federal, state,  local
     or  foreign  court  or  before any     commission  or  other
     regulatory body (federal, state, local or foreign), and (ii)
     any   material   adverse  change  in  Borrower's   financial
     condition, results of    operation or businesses.

           7.9  Financial Covenants.  Borrower shall maintain the
following:

                (A)   Total  Liabilities to  Tangible  Net  Worth
          Ratio.  Borrower shall maintain a Total Liabilities  to
          Tangible Net Worth ratio of no greater than 1.25 to  1.
          The Total Liabilities to Tangible Net Worth Ratio shall
          be  tested within forty-five (45) calendar days of  the
          end of each fiscal quarter.

                (B)   Minimum Tangible Net Worth.  Borrower shall
          maintain  a minimum consolidated Tangible Net Worth  of
          $34,000,000.00.  The Minimum Tangible Net  Worth  shall
          be  tested within forty-five (45) calendar days of  the
          end of each fiscal quarter.

            7.10    CMT  Financial  Statements.   Borrower  shall
     provide  to  Lender,  immediately upon receipt, all  monthly
     financial  statements  of  CMT (including   certificates  of
     compliance)  provided to Borrower by CMT or,  alternatively,
     Borrower  shall  arrange for CMT to provide  such  financial
     statements directly to        Lender.

           7.11       Management of Borrower.  There shall be  no
     change in      the management of Borrower during the term of
     this  Agreement, except that no     fewer than  two  of  the
     following  individuals shall hold the offices  reflected  in
     this  Section 7.11:  (i) Harold G. Powell, Chairman  of  the
     Board   of  Borrower;   (ii)  Rebecca  Powell  Casey,  Chief
     Executive Officer of Borrower; (iii) H.      Rainey  Powell,
     President  of  Borrower; and (iv) Kenneth C. Row,  Executive
     Vice President of Borrower.

           7.12    Ownership  of  Borrower.   Harold  G.  Powell,
     Rebecca  Powell Casey, H. Rainey Powell, Lisa  Powell  Hunt,
     Michael  T.  Casey,  the spouses of  any  of  the  foregoing
     individuals or the trustees of any trust established by  one
     of  the  foregoing  individuals for the  benefit  of  family
     members   will   in   the       aggregate  maintain   either
     (i)  control  no  less  than  forty  percent  (40%)  of  the
     voting common stock of Borrower, or (ii) control such number
     of shares and  hold options for additional shares to be able
     to  obtain  no less than forty percent (40%) of  the  voting
     common stock of Borrower.

     8.   NEGATIVE COVENANTS.  Borrower covenants and agrees that
so long as any Liabilities remain outstanding, and (even if there
shall  be  no Liabilities outstanding) so long as this  Agreement
remains  in  effect (unless Lender shall give its  prior  written
consent thereto):

          8.1  Encumbrances.  Except as set forth on Schedule "3"
     attached  hereto,  or  as  otherwise  contemplated   herein,
     Borrower will not create, incur, grant, assume or suffer  to
     exist  any  security  interest, mortgage,  pledge,  lien  or
     other  encumbrance of any nature whatsoever on  any  of  its
     Accounts  or  Inventory other than (i)  liens  securing  the
     payment  of taxes, either not yet due    or the validity  of
     which  is  being  contested  in  good  faith  and  with  due
     diligence      by appropriate proceedings, and as  to  which
     Borrower  shall, if appropriate     under generally accepted
     accounting  principles,  have set aside  on  its  books  and
     records  adequate  reserves; (ii) deposits  under  workmen's
     compensation,  unemployment insurance, social  security  and
     other similar laws, or to secure the    performance of bids,
     tenders  or  contracts  (other than  for  the  repayment  of
     borrowed money) or to secure indemnity, performance or other
     similar  bonds   for  the performance of  bids,  tenders  or
     contracts  (other than for the repayment of borrowed  money)
     or  to  secure  statutory obligations or  surety  or  appeal
     bonds,  or to secure indemnity, performance or other similar
     bonds  in  the ordinary course of business; and (iii)  liens
     which   arise  by  operation  of  law;  and     (iv)  zoning
     restrictions,  easements,  licenses,  covenants  and   other
     restrictions   affecting the use of real property.

           8.2   Sale  or Other Disposition of Assets.   Borrower
     will  not sell, transfer or otherwise dispose of any  assets
     except in the ordinary course of business.

            8.3   Other  Liabilities.   Borrower  will  incur  no
Liabilities  other    than as specifically contemplated  in  this
Agreement.

          8.4  Consolidations, Mergers or Acquisitions.  Borrower
shall  not      recapitalize or consolidate with, merge with,  or
otherwise  acquire all    or substantially all of the  assets  or
properties   of   any  other  Person      other   than   Harold's
Subsidiaries.

            8.5    Basic   Business.    Borrower   and   Harold's
     Subsidiaries shall not discontinue or enter into  businesses
     materially different from their basic businesses as they now
     exist,  provided, however, that notwithstanding anything  to
     the contrary set forth in this Agreement, Lender consents to
     the  proposed    dissolution of Harold's  of  Dallas,  Inc.,
     Harold's  of the Galleria, Inc., Harold's     of Ft.  Worth,
     Inc., Harold's Clothing, Inc. and Harold's of Texas, Inc. as
     previously disclosed to Lender.

          8.6  Investments.  Borrower shall not make or permit to
exist      investments  except  investments  in  Cash  Equivalent
Investments   or   loans      to  others   as   permitted   under
Section 8.8.

          8.7  Guarantees.  Borrower shall not guarantee, endorse
or    otherwise       in  any way become or  be  responsible  for
obligations  of  any   other  Person,  whether  by  agreement  to
purchase  the indebtedness of any   other Person or  through  the
purchase  of  goods,  supplies or services,  or   maintenance  of
working     capital   or   other  balance  sheet   covenants   or
conditions,   or   by   way   of  stock       purchase,   capital
contribution,   advance  or loan for the  purpose  of  paying  or
discharging  any      indebtedness or obligation  of  such  other
person  or  otherwise,     except    endorsements  of  negotiable
instruments for collection in the ordinary   course of business.

           8.8  Loans to Others.  Borrower will not loan funds to
     any  Person except: (a) temporary financing for the creation
     of   new   Harold's   stores,  (b)loans  to   employees   or
     stockholders  of Borrower which at any time  are  less  than
     $450,000.00   in   the  aggregate,  (c)  loans   to   Corner
     Properties, Inc., a Harold's  Subsidiary, (d) extensions  of
     credit   made   to  other  Harold's  Subsidiaries   in   the
     ordinary course of business or (e) the CMT Loan.

           8.9   Settlement or Restructure of CMT Loan.  Borrower
shall not      settle or restructure the CMT Loan.

           8.10  New  Outlets or Stores.  Borrower covenants  and
agrees  that     without  the prior written  consent  of  Lender,
neither  it  nor any Harold's   Subsidiary will execute  a  Lease
Agreement  for any new retail outlets or      Harold's stores  to
open  in  fiscal  year  1999 if Borrower  reports  a  loss,    as
indicated  by  negative net income reflected in  the  Forms  10-Q
provided   to  Lender  pursuant to Section 7.1(i),  for  any  two
consecutive quarters     commencing     with the third quarter of
fiscal quarter 1998, provided,     however, that for purposes  of
this Section, "new" retail outlets or   Harold's stores shall not
include  relocations  of existing stores to     another  location
within the same     shopping center or elsewhere in the      same
retail market.

           8.11  Amendment  of  Certificate of  Incorporation  or
     Bylaws.   Borrower    shall  not amend  its  Certificate  of
     Incorporation or Bylaws except in such a     manner as would
     neither  (i)  adversely affect the ability  of  Borrower  to
     perform   its obligations under this Agreement or the  other
     Loan Documents nor (ii)  violate any other provision of this
     Agreement or the other Loan Document.

           8.12  Transactions with Subsidiaries  and  Affiliates.
     Borrower  shall  not  enter into any transaction  including,
     without  limitation, the purchase, sale  or     exchange  of
     property  or the rendering of any service to any Subsidiary,
     including the Harold's Subsidiaries, or Affiliate except  in
     the  ordinary  course of   and pursuant  to  the  reasonable
     requirements of Borrower's business and upon       fair  and
     reasonable terms no less favorable to Borrower than would be
     obtained  in a comparable arm's length transaction  with  an
     unaffiliated person or corporation.

     9.   DEFAULT, RIGHTS AND REMEDIES OF LENDER.

           9.1  Liabilities.  In the event a Default described in
     clause  (g)  of the definition of "Default" shall  exist  or
     occur,  all of the Liabilities shall automatically,  without
     notice  of  any  kind, be immediately due and  payable;  and
     in  the event any other Default shall exist or occur, any or
     all  of the Liabilities   may, at the option of Lender,  and
     after  applicable  grace period  and  without     demand  or
     notice of any kind, be declared, and thereupon shall become,
     immediately due and payable.

           9.2  Rights and Remedies Generally.  In the event of a
     Default, Lender shall have, in addition to any other  rights
     and  remedies contained in this Agreement or in any  of  the
     other Loan Documents, all of the rights and  remedies  of  a
     secured  party under the Code or other applicable laws,  all
     of  which rights and remedies shall be cumulative, and  none
     exclusive, to the extent permitted by law.

           9.3   Waiver of Demand.  Demand, presentment, protest,
notice  of       protest,  and notice of  nonpayment  are  hereby
waived by Borrower.

     10.  MISCELLANEOUS.

           10.1  Waiver.  Lender's failure, at any time or  times
     hereafter, to  require strict performance by Borrower of any
     provision of this Agreement shall  not constitute a  waiver,
     or  affect  or  diminish any right of Lender  thereafter  to
     demand  strict  compliance and performance  therewith.   Any
     suspension or  waiver by Lender of a Default by Borrower  on
     any  occasion under this  Agreement or any of the other Loan
     Documents  shall  not  suspend, constitute  a     waiver  or
     affect any other Default by Borrower under this Agreement or
     any  of     the  other Loan Documents, whether the  same  is
     prior or subsequent thereto and    whether of the same or of
     a  different  kind or character.  None of the  undertakings,
     agreements,  warranties, covenants  and  representations  of
     Borrower  contained in this Agreement or any  of  the  other
     Loan  Documents  and   no  Default by  Borrower  under  this
     Agreement or any of the other Loan      Documents  shall  be
     deemed  to  have been suspended or waived by  Lender  unless
     such suspension or waiver is in writing signed by an officer
     of  Lender,  and       directed to Borrower specifying  such
     suspension or waiver.

           10.2  Lender's  Closing Costs and Expenses.   Borrower
     shall  reimburse      Lender on demand  for  all  reasonable
     expenses and fees paid or incurred in   connection with  the
     documentation,  negotiation and  closing  of  the  financing
     transactions    described   herein,    including,    without
     limitation,   filing   and   recording     fees,   including
     governmental,  and  the  reasonable costs  and  expenses  of
     Lender's  attorneys.

           10.3 Other Costs and Attorneys' Fees.  If at any  time
     or times after the Execution Date, Lender employs counsel in
     connection  with collecting the Liabilities or in connection
     with  any  matters contemplated by or arising  out  of  this
     Agreement or any of the Loan Documents, then Borrower  shall
     pay all of the reasonable attorneys' fees, expenses, charges
     and   costs  arising  pursuant     thereto  and  such  fees,
     expenses,   charges  and  costs,  together  with   interest,
     depending upon the Loan or Loans at issue, at the respective
     rates  prescribed in Sections 2.1.4, 2.2.8, 2.3.2 or  2.4.3,
     as applicable, shall be part of the     Liabilities, payable
     on demand.

           10.4  Expenditures by Lender.  In the  event  Borrower
     shall fail to pay   taxes, insurance, assessments, costs  or
     expenses  which  Borrower is are, under  any  of  the  terms
     hereof,  required to pay Lender may, in its sole discretion,
     make  expenditures for any or all of such purposes, and  the
     amount  so expended, together with interest thereon  at  the
     Default  rate prescribed in Section 2.3.4, shall be part  of
     the Liabilities, payable on demand.

           10.5  Reliance by Lender.  All covenants,  agreements,
     representations     and warranties made herein  by  Borrower
     shall,  notwithstanding any    investigation by  Lender,  be
     deemed  to  be material to and to have been relied  upon  by
     Lender.

           10.6  Parties.   Whenever in this Agreement  there  is
     reference  made  to    any  of  the  parties  hereto,   such
     reference shall be deemed to include, wherever applicable, a
     reference to the successors and assigns of Borrower and  the
     successors  and  assigns  of Lender.   Borrower  shall  not,
     without  the  prior  written consent of  Lender,  assign  or
     delegate any of its rights or obligations hereunder  or  any
     part of the Liabilities to any other Person.

           10.7  Applicable  Law; Severability.   This  Agreement
     shall  be construed in all respects in accordance with,  and
     governed  by, all of the provisions of the Code and  by  the
     other  internal  laws  (as  opposed  to  conflicts  of   law
     provisions)  of  the State of Oklahoma.  Wherever  possible,
     each  provision of   this Agreement shall be interpreted  in
     such   manner  as  to  be  effective  and  valid       under
     applicable law, but if any provision of this Agreement shall
     be  prohibited   by  or invalid under applicable  law,  such
     provision  shall be ineffective only to the extent  of  such
     prohibition   or   invalidity,  without   invalidating   the
     remainder        of   such  provisions  or   the   remaining
     provisions of this Agreement.

           10.8  Submission  to  Jurisdiction.   Borrower  hereby
     consents to the jurisdiction of any local, state or  federal
     court  located within the Western District of the  State  of
     Oklahoma  and waives any objection which Borrower  may  have
     based  on  improper  venue or forum non  conveniens  to  the
     conduct of     any proceeding in any such court.

          10.9 Application of Payments.  From and after the occur
     rence   of   a      Default,  notwithstanding  any  contrary
     provision contained in this Agreement or     in any  of  the
     other  Loan Documents, Borrower irrevocably waives the right
     to    direct the application of any and all payments at  any
     time  or  times  thereafter       received  by  Lender  from
     Borrower   and  Borrower  hereby  irrevocably  agrees   that
     Lender  shall have the continuing exclusive right  to  apply
     and  reapply any and      all payments received at any  time
     or  times  hereafter  against the  Liabilities  in      such
     manner  as  Lender  may deem advisable, notwithstanding  any
     entry by  Lender upon any of its books and records.

           10.10      Marshalling; Payments  Set  Aside.   Lender
     shall be under no obligation to marshall any assets in favor
     of  Borrower or any other party or  against or in payment of
     any   or  all  of  the  Liabilities.   To  the  extent  that
     Borrower  makes  a payment or payments to  Lender  and  such
     payment  or      payments or set-off or any part thereof  is
     subsequently  invalidated, declared to    be  fraudulent  or
     preferential, set aside and/or required to be  repaid  to  a
     trustee,   receiver or any other party under any  bankruptcy
     law, state or federal law,    common law or equitable cause,
     then  to the extent of such recovery, the     obligation  or
     part  thereof originally intended to be satisfied  shall  be
     revived and    continued in full force and effect as if such
     payment had not been made or such  set-off had not occurred.

          10.11     Section Titles.  The section titles contained
in  this    Agreement  shall be without  substantive  meaning  or
content  of  any kind      whatsoever and are not a part  of  the
agreement between the parties.

          10.12     Continuing Effect.  This Agreement and all of
     the  other  Loan Documents shall continue in full force  and
     effect  so long as any Liabilities shall be owed to  Lender,
     and  (even if there shall be no Liabilities outstanding)  so
     long  as  this Agreement has not been terminated as provided
     in Section 2.6.

           10.13      Notices.   Except  as  otherwise  expressly
     provided  herein,  any  notice required  or  desired  to  be
     served,  given or delivered hereunder shall be in   writing,
     shall  be addressed to the Person to be notified as  follows
     (or  to  such    other address or addresses as may hereafter
     be furnished in writing by the     Person to be notified):

          (i)  If to Lender at:

               NationsBank, N.A.
               211 North Robinson Avenue
               P. O. Box 25189
               Oklahoma City, Oklahoma  73102-0189
               Attention:  Kelly H. Sachs, Vice President
               Fax: (405) 230-4089

               with a copy to:

               Phillips McFall McCaffrey McVay & Murrah
               12th Floor, One Leadership Square
               211 North Robinson
               Oklahoma City, Oklahoma  73102
               Attention:  J. Mark Lovelace, Esq.
               Fax: (405) 235-4133

          (ii) If to Borrower at:

               Harold's Stores, Inc.
               765 Asp
               P. O. Box 2970
               Norman, Oklahoma   73069
               Attention:  H. Rainey Powell, President
                           and Chief Operating Officer
               Fax: (405) 366-2588

               with a copy to:

               Crowe & Dunlevy, Luttrell, Pendarvis & Rawlinson
               104 E. Eufaula Street
               P. O. Box 1286
               Norman, Oklahoma  73070-1286
               Attention:  Gary C. Rawlinson, Esq.
               Fax: (405) 272-5292

     and  notice  shall  be deemed to have been  validly  served,
     given or delivered on (i) the date of delivery, if delivered
     in  person. (ii) the third Business Day after deposit in the
     United  States mails, if delivered by certified mail, return
     receipt  requested,  (iii)  the  first  Business  Day  after
     delivery  to the courier, if delivered by private  overnight
     courier  service,  or (iv) upon actual receipt  thereof,  if
     delivered by facsimile or in any other manner.

             10.14        Participations.    Lender   may    sell
     participations in all or in part of     any Loan or Note  or
     any  part  thereof,  to another bank or other  entity.   All
     amounts  payable by Borrower hereunder shall be made  as  if
     Lender  had  not      sold such participation.   Lender  may
     furnish  any  information in possession  of      Lender  and
     concerning  Borrower from time to time  to  participants  or
     prospective participants.

          10.15     Entire Agreement.  This Agreement constitutes
     the  entire  agreement and understanding among  the  parties
     with respect to the matters contained in this Agreement, and
     supersedes all other agreements among and    representations
     by the parties with respect to such matters.

           10.16     Effect of Amendment.  This Agreement is,  in
     part,  a  renewal,  extension and  restatement  of,  and  an
     amendment  to,  the Original Agreement. The  Liabilities  of
     Borrower originally evidenced by the Original Agreement  and
     the   other  Loan  Documents  are  continuing  and   nothing
     contained  herein  shall be     construed  to  be  paid  any
     portion  of  the  outstanding balance of the Liabilities  or
     the  releasing or terminating of any mortgage, lien, pledge,
     assignment,  security  interest  or  encumbrances   securing
     payment of the Liabilities.

          10.17     Counterparts.  This Agreement may be executed
     in any number of counterparts, each of which shall be deemed
     to   be  an  original,  but  all  of  which  together  shall
     constitute but one and the same instrument.

     IN WITNESS WHEREOF, this Agreement has been duly executed as
of the day and year first above written.

     "LENDER":                NATIONSBANK, N.A.


                              By:
                                   Kelly H. Sachs, Vice President


     "BORROWER":              HAROLD'S STORES, INC.


                              By:

H. Rainey Powell, President
                                   and Chief Operating Officer
                            Exhibits

Exhibit   "A"                Fourteenth  Amended   and   Restated
Revolving Note
Exhibit "B"              Tenant Improvement Note
Exhibit "C"              Letter of Credit Note
Exhibit "D"              Term Note
Exhibit "E"              Borrower's Monthly Report
Exhibit "F"              Borrower's Quarterly Report
Exhibit "G"              Negative Pledge Agreement
Exhibit   "H"               Collateral  Assignment  and  Security
Agreement
Exhibit "I-1"       Security Agreement and Assignment of Borrower
Exhibit "I-2"       Security Agreement and Assignment of Harold's
Subsidiaries
Exhibit "J"              Borrower's Request for Advance



                           Exhibit "A"



     FOURTEENTH AMENDED AND RESTATED REDUCING REVOLVING NOTE
                        (Revolving Loan)


$21,500,000.00                               November 10, 1997
                                          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,  1999,  the principal sum of Twenty-One Million Five  Hundred
Thousand  and  No/100  Dollars  ($21,500,000.00),  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
     November  30,  1997  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 of even  date
herewith  (the  "Credit  Agreement"), by and  between  Maker  and
Lender, to which reference is made for a statement of such  terms
and  provisions,  including those under  which  the  indebtedness
evidenced by this Note may be declared to be immediately due  and
payable.  Additionally, the availability under this Note shall be
reduced to a maximum of Nineteen Million Dollars ($19,000,000.00)
immediately after the close of business on November 30, 1997,  as
more  fully set forth in the Credit Agreement.  Unless  otherwise
defined, the terms used herein have the meanings provided in  the
Credit Agreement.

     This Note is an amendment and restatement of, and substitute
and replacement for, that certain Thirteenth Amended and Restated
Reducing  Revolving Note dated September 30, 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 herein contained
shall be construed to deem paid 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 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 made under and governed by the laws  of  the
State of Oklahoma.

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

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


                              By:

H. Rainey Powell, President
                                   and Chief Operating Officer


STATE OF OKLAHOMA        )
                         )  SS.
COUNTY OF CLEVELAND )

      This instrument was acknowledged before me this 10th day of
November,  1997  by  H.  Rainey Powell, as  President  and  Chief
Operating   Officer  of  Harold's  Stores,  Inc.,   an   Oklahoma
corporation.



                                   Notary Public
My Commission Expires:


     [SEAL]


                           Exhibit "B"



                         REVOLVING NOTE
                    (Tenant Improvement Loan)


$3,000,000.00                                November 10, 1997
                                          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,  1999,  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:

                  Minimum   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
     November  30,  1997  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 of even  date
herewith  (the  "Credit  Agreement"), by and  between  Maker  and
Lender, to which reference is made for a statement of such  terms
and  provisions,  including those under  which  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.

      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 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 made under and governed by the laws  of  the
State of Oklahoma.

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

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


                              By:

H. Rainey Powell, President
                                   and Chief Operating Officer


STATE OF OKLAHOMA        )
                         )  SS.
COUNTY OF CLEVELAND )

      This instrument was acknowledged before me this 10th day of
November,  1997  by  H.  Rainey Powell, as  President  and  Chief
Operating   Officer  of  Harold's  Stores,  Inc.,   an   Oklahoma
corporation.



                                   Notary Public
My Commission Expires:


     [SEAL]


                           Exhibit "C"



                         REVOLVING NOTE
                   (Letter of Credit Facility)


$2,000,000.00                                November 10, 1997
                                          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,  1998, 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   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
     November  30,  1997  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 of even  date
herewith  (the  "Credit  Agreement"), by and  between  Maker  and
Lender, to which reference is made for a statement of such  terms
and  provisions,  including those under  which  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.

      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 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 made under and governed by the laws  of  the
State of Oklahoma.

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

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


                              By:

H. Rainey Powell, President
                                   and Chief Operating Officer


STATE OF OKLAHOMA        )
                         )  SS.
COUNTY OF CLEVELAND )

      This instrument was acknowledged before me this 10th day of
November,  1997  by  H.  Rainey Powell, as  President  and  Chief
Operating   Officer  of  Harold's  Stores,  Inc.,   an   Oklahoma
corporation.



                                   Notary Public
My Commission Expires:


     [SEAL]

                           Exhibit "D"



                            TERM NOTE



$2,340,792.00                                November 10, 1997
                                          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,  1999  the principal sum of Two Million  Three  Hundred
Forty  Thousand  Seven  Hundred  Ninety-Two  and  No/100  Dollars
($2,340,792.00), 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:

                  Minimum   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  November  30,
     1997  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 of even  date
herewith  (the  "Credit  Agreement"), by and  between  Maker  and
Lender, to which reference is made for a statement of such  terms
and  provisions,  including those under  which  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.

      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 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 made under and governed by the laws  of  the
State of Oklahoma.

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

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


                              By:

H. Rainey Powell, President
                                   and Chief Operating Officer


STATE OF OKLAHOMA        )
                         )  SS.
COUNTY OF CLEVELAND )

      This instrument was acknowledged before me this 10th day of
November,  1997  by  H.  Rainey Powell, as  President  and  Chief
Operating   Officer  of  Harold's  Stores,  Inc.,   an   Oklahoma
corporation.



                                   Notary Public
My Commission Expires:


     [SEAL]


                           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  (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.

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.     Borrowing Base          $
            Calculation
            
                    (a)     multiply
            1(g) by .80

                    (b)    multiply 2 by   $            
            .60
        
                    (c)    Enter the                    
            lesser of (i) $21,500,000      $
                      (commencing
            December 1, 1997,
                      $19,000,000) or
            (ii) the sum of 3(a) plus
            3(b)

                    (d)    less amount     ($   )       
            funded on facility

                    (e)    less            ($   )       
            Commercial L/Cs issued

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



                      Borrowing Base       $            


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)             :1
             divided by 2(f)]

    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  (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.

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.      Borrowing Base                      
            Calculation                    
                                           $
                     (a)     multiply
            item 1 by .80

                      (b)    multiply      $            
            item 2(h) by .60
        
                      (c)      Enter the                
            lesser of (i) $21,500,000      $
                      (commencing
            December 1, 1997,
                      $19,000,000) or
            (ii) the sum of 3(a) plus
            3(b)

                       (d) less amount     ($   )       
            funded on facility

                       (e) less            ($   )       
            Commercial L/Cs issued

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



                      Borrowing Base       $            


B.   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) - (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 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)             :1
             divided by 2(f)]

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


Sincerely,

HAROLD'S STORES, INC.



By:

Title:


                           Exhibit "G"
                                
                                
                                
                    NEGATIVE PLEDGE AGREEMENT
                                
      THIS  NEGATIVE PLEDGE AGREEMENT (this "Agreement") is  made
this  10th day of November, 1997 by and between HAROLD'S  STORES,
INC., an Oklahoma corporation ("Borrower"), and NATIONSBANK, N.A.
("Lender").

     WHEREAS, Borrower desires to obtain loans (together with all
extensions  and  renewals thereof hereafter referred  to  as  the
"Loans")  as  more  fully described in Section  2  of  the  Third
Amended and Restated Credit Agreement of even date herewith  (the
"Credit Agreement"); and

      WHEREAS,  Lender  is willing to grant  the  Loans  provided
Borrower  agrees  not  to   encumber  certain  real  or  personal
property;

     NOW, THEREFORE, for and in consideration of the Loan made or
to be made by Lender to Borrower, and for other good and valuable
consideration,  the receipt and sufficiency of  which  is  hereby
acknowledged by both Borrower and Lender, the parties  hereto  do
agree as follows:

      1.   Property  Borrower hereby agrees that, for so long  as
any  part  of  the Loans remain outstanding, that  it  will  not,
without  first  obtaining the prior written  consent  of  Lender,
create  or  permit  any lien, encumbrance,  charge,  or  security
interest  of  any kind to exist on any Accounts and Inventory  as
more fully described in the Credit Agreement whether now owned or
hereafter acquired.

      2.    Recording.  Lender is hereby authorized and permitted
to cause this instrument to be filed or recorded at such time and
at such place as Lender, at its option, may elect.

      3.    Representations and Warranties of Borrower.  Borrower
represents and warrants to Lender as follows:

            a.     That   Borrower  owns  the  personal  property
referenced above              and there are no existing liens  or
encumbrances upon or affecting          such property.

           b.    Borrower  is  a corporation duly  organized  and
validly                  existing and in good standing under  the
laws  of Oklahoma and has                all requisite power  and
authority to enter into this Agreement.

           c.    The  execution and delivery by Borrower of  this
agreement and       the notes (the "Notes") evidencing the  Loans
and  the performance                of the respective obligations
hereunder   and   thereunder   have   been                   duly
authorized.  This  Agreement and the Notes constitute  the  legal
valid   and   binding  obligation  of  Borrower  enforceable   in
accordance          with their terms.  The execution and delivery
of   this  Agreement              and  the  compliance  with  the
provisions  thereof will not                   conflict  with  or
constitute  a  breach  of, or default  under,  any  of        the
provisions  of  any  other  agreement  to  which  Borrower  is  a
party.

           d.    The  continued validity in all respects  of  the
aforesaid                representations and warranties shall  be
a  condition  precedent to                Lender's obligation  to
fund the Loans.  If any of the                    representations
and  warranties shall not be correct at the time              the
same  is  made or at the time a request for an advance under  the
Loans  is  made, Lender will be under no obligation to  make  any
such           advance under the Loans.

      4.     Default. Any failure by Borrower to comply with  the
terms  of  this  Agreement shall constitute an event  of  default
under the documents evidencing the Loans and Borrower agrees that
in  such  event Lender shall have the right in addition  to  such
other  remedies  as may be available to it, to injunctive  relief
enjoining such breach of this Agreement and neither Borrower, its
officers,  directors, employees, agents or representatives  shall
urge that such remedy is not appropriate under the circumstances,
it  being  expressly acknowledged by Borrower  that  such  action
shall  cause  Lender irreparable damage for which legal  remedies
are inadequate to protect Lender.

     5.   Termination.  This Agreement shall remain in full force
and  effect until the Loans described above shall have been  paid
in full.

NOTICE   OF  FINAL  AGREEMENT:   THIS  WRITTEN  NEGATIVE   PLEDGE
AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES  AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS  OR
SUBSEQUENT  ORAL  AGREEMENTS  OF  THE  PARTIES.   THERE  ARE   NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized
representatives.


"BORROWER":              HAROLD'S STORES, INC.


                         By: ________________________________
                              H. Rainey Powell, President

STATE OF OKLAHOMA        )
                         ) SS.
COUNTY OF CLEVELAND )

     This instrument was acknowledged before me on November 10,
1997 by H. Rainey Powell, President of Harold's Stores, Inc., an
Oklahoma corporation, on behalf of said corporation.


                         ___________________________________
                         Notary Public

My commission expires:

___________________
     [SEAL]



                           Exhibit "H"



         COLLATERAL ASSIGNMENT    AND SECURITY AGREEMENT


        HAROLD'S    STORES,   INC.,   an   Oklahoma   corporation
("Assignor"), in consideration of Ten Dollars ($10.00) and  other
good  and valuable consideration received from NATIONSBANK,  N.A.
("Assignee"), receipt of which Assignor acknowledges, does hereby
assign,  transfer, pledge, deliver, hypothecate and set  over  to
Assignee,   and   grant   Assignee   a   security   interest   in
(collectively, this "Assignment") all of the following  loan  and
security documents by and among Assignor, CMT Enterprises Inc., a
New  York  corporation ("CMT"), and Franklin I.  Bober  ("Bober")
(collectively, the "Collateral"):

           A.    Amended  and  Restated Term  Loan  and  Security
Agreement  dated as of November 6, 1996 by and among  CMT,  Bober
and Assignor;

           B.   Term Note in the original amount of $2,750,000.00
dated  as  of  November  6, 1996 executed  by  CMT  in  favor  of
Assignor,  the  original  of  which  Assignor  is  simultaneously
herewith endorsing in blank and delivering to Assignee, including
all  sums  due  and payable, or to become due and payable,  under
such Note;

           C.   Second Amended and Restated Guaranty dated as  of
November 6, 1996 executed by Bober in favor of Assignor;

           D.    Stock  Pledge Agreement dated as of November  6,
1996 executed by Bober in favor of Assignor;

           E.   Real Estate Mortgage on real property in Dutchess
County,  New  York  owned by Bober dated as of November  6,  1996
executed by Bober in favor of Assignor recorded in the Office  of
the  County  Clerk of Dutchess County, New York, on November  15,
1996, at Liber 2286 at Page 101 (the "Mortgage"), with respect to
which Mortgage Assignor is simultaneously herewith executing  and
delivering   to   Assignee  a  separate   recordable   Collateral
Assignment in favor of Assignee and a separate recordable undated
assignment in blank;

          F.   Common Stock Purchase Warrant dated as of November
6, 1996 by and between CMT and Assignor;

          G.   Forbearance Agreement dated as of November 6, 1996
by and between Bober and Assignor;

           H.    UCC-1 Financing Statements executed by  CMT,  as
debtor,  and Assignor, as secured party, and filed with  the  New
York  Secretary of State, the County Clerk of Bergen County,  New
Jersey  and any other state clerk, registrar or recording entity,
with  respect  to  which UCC-1 Financing Statements  Assignor  is
simultaneously executing and delivering to Assignee executed  UCC
Assignment forms;


           I.   CMT Stock Certificate No. 1 representing ten (10)
shares of the Capital Stock of CMT in Bober's name;

           J.   Assignment Separate from Certificate dated as  of
November  6,  1996  from  Bober to  Assignor,  together  with  an
Assignment  Separate  from Collateral  executed  by  Assignor  in
blank;

           K.    Cash  Collateral Account Agreement dated  as  of
November 6, 1996 by and between Bober and Assignor;

           L.   Consent to Default - Assignment of Lease dated as
of November 6, 1996 executed by Bober in favor of Assignor;

           M.    First Amendment to Trademark Collateral Security
Agreement  dated  as of November 6, 1996 by and between  CMT  and
Assignor;

           N.    Trademark  Assignment of Security  dated  as  of
November 6, 1996 from CMT to Assignor;

           O.    Consolidated and Restated Nonnegotiable Note  in
the  original amount of $721,000.00 dated as of October 15,  1996
executed  by Bober in favor of CMT and endorsed to Assignor,  the
original  of which Assignor is simultaneously endorsing in  blank
and  delivering to Assignee, including all sums due and  payable,
or to be come due and payable, under such Note;

            P.     Agreement  between  The  CIT  Group/Commercial
Services, Inc. and Assignor dated November 7, 1996;

           Q.    Life  Insurance Policy issued by Equitable  Life
Insurance Company as Policy No. 96-021-968 insuring the  life  of
Bober;

          R.   Life Insurance Policy issued by First Transamerica
Life  Insurance Company as Policy No. 75017613 insuring the  life
of Bober;

           S.    Disability Insurance Policy issued  by  Reliance
Insurance  Company  as  Policy No. RN HLD 0545  providing  for  a
payment  of  a  single benefit in the event of the disability  of
Bober;

           T.    Any  and  all  assignments  of  rents,  security
agreements,   financing  statements,  escrow  deposits,   reserve
accounts,  letters  of credit, guaranties, indemnity  agreements,
estoppel  certificates, certificates, affidavits,  nondisturbance
agreements,  title insurance policies, other insurance  policies,
and other documents or agreements otherwise securing, evidencing,
or  relating  to  the  obligations of  CMT  or  Bober  under,  or
delivered   to   Assignor  in  connection  with,  the   foregoing
Collateral;

           U.    All  rights  and  remedies that  Assignor  might
exercise with respect to any and all of the foregoing but for the
execution of this Assignment; and

            V.    Any  and  all  proceeds  and  products  of  the
foregoing, including condemnation awards and insurance proceeds.

      ALL FOR THE PURPOSES OF SECURING Assignor's payment and per
formance  of  all  obligations of Assignor (such  obligations  of
Assignor,  collectively, the "Loan") evidenced by  the  following
documents (collectively, together with this Assignment, the "Loan
Documents"):  (a) that certain Third Amended and Restated  Credit
Agreement dated ____________, 1997 between Assignor and  Assignee
(together  with  any  and  all  amendments  thereof,  the   "Loan
Agreement") and all other Financing Agreements described therein;
(b)  this  Assignment; and (c) all such other present and  future
agreements  and  obligations of Assignor as may  by  their  terms
state they are secured by this Assignment.

      PROVIDED, HOWEVER, that upon Assignor's payment in full  of
the  Loan  and  performance  of all obligations  under  the  Loan
Documents,  all  rights of Assignee hereby created  shall  cease,
terminate,  and become void and Assignee, at Assignor's  expense,
shall  execute and deliver such instruments, in recordable  form,
as  Assignor  shall reasonably request to cancel the lien  hereof
on,  and  the  security interest created hereby in,  all  of  the
Collateral, shall re-assign and endorse such Collateral as  shall
be required by Assignor and shall return to Assignor the original
documents  evidencing the Collateral or, as to any document  that
Assignee  cannot locate, a lost document affidavit and  indemnity
in Assignee's standard form.

     AND Assignor hereby agrees with Assignee as follows:

      1.   Representations.  Assignor represents and warrants  to
Assignee as follows:

           1.1  Ownership.  Assignor owns the Collateral and  all
     sums  now  or hereafter due thereunder,   free and clear  of
     all   liens,   claims,  security  interests,   encumbrances,
     setoffs, defenses and counterclaims, except for the security
     interest granted to Assignee by this instrument.

            1.2    Outstanding  Balance.  There  is  unpaid   and
unconditionally      owing to Assignor with  respect      to  the
Collateral  the  principal sum  of $ , with all interest  thereon
paid and current through the  date      hereof and through a date
no later than thirty days after the date     hereof.

           1.3   Status  of Collateral.  CMT is not  entitled  to
     assert   any   offset  or  defense  against   any   of   its
     obligations  under the Collateral, nor has CMT asserted  any
     such  offset  or defense. Assignor has no      knowledge  of
     any  facts  that would impair the validity of the Collateral
     or  result  in a diminution of the   value or collectibility
     of  the  Collateral or CMT's obligations  thereunder.   Each
     instrument  or  document   constituting  the  Collateral  is
     genuine  and  in all respects what it purports  to  be.  The
     Collateral has not  been altered in any way. All obligations
     of   CMT  under  the  Collateral  are  valid,  binding,  and
     enforceable     against CMT in accordance with their  terms.
     CMT  is  solvent  and  is  not in  default  in  any  of  its
     obligations    under the Collateral.

           1.4  No Breach.  Neither the execution and delivery of
     this Assignment by Assignor nor the     consummation of  the
     transactions contemplated hereby nor the fulfillment of  the
     terms hereof will result in a breach of any of the terms  or
     provisions  of, or constitute a default under, or constitute
     an  event  that  with notice or lapse of time or  both  will
     result  in  a breach of or constitute a default  under,  any
     agreement,  indenture, mortgage, deed  of  trust,  equipment
     lease,  instrument, or other document to which      Assignor
     is  a  party  or  conflict with any  law,  order,  rule,  or
     regulation applicable to Assignor of any court    or any fed
     eral  or state government, regulatory body or administrative
     agency,  or any other governmental  body having jurisdiction
     over Assignor or Assignor's properties.

     2.   Assignor's Covenants.

           2.1  Right to Collect.  Except as provided in the Loan
     Agreement,  so  long  as no Event of   Default  (as  defined
     below) shall have occurred: (i) Assignee shall not take  any
     action with respect to the    Collateral assigned hereby  or
     the  sums  payable  pursuant to  the  Collateral,  and  (ii)
     Assignor  shall  receive    and collect  directly  all  sums
     payable to Assignor pursuant to the terms of the Collateral,
     and may take   such action as Assignor may deem necessary or
     desirable  for  the  enforcement of any right  or  privilege
     Assignor  may  have  in respect of the  Collateral  and,  at
     Assignee's  direction, shall take such  action  as  Assignee
     deems  appropriate  to  maintain  the  validity  of,  or  to
     perfect,   the  security  interest  granted  to     Assignee
     hereby.  Upon  the  occurrence  of  any  Event  of  Default,
     Assignor authorizes Assignee, and its employees and  agents,
     at  Assignee's option, exercised in the name of Assignor  or
     in  the  name  of      Assignee as assignee, to collect  any
     amounts  due  at  any  time under  any  of  the  Collateral.
     Assignor  shall      send to Assignee a copy of any  written
     payment  notice given to any CMT concurrently  with  sending
     such      notice to such CMT.

           2.2  Statements of Collateral.  Assignor shall at  any
     time,  and  from time to time, upon request    of  Assignee,
     deliver  to Assignee a certificate executed by an authorized
     representative of Assignor setting forth with respect to the
     Collateral the principal amount of debt outstanding and  the
     total  amount  of     accrued and unpaid interest  and  such
     other matters as Assignee shall reasonably request.

           2.3   Performance.   Assignor shall  perform  all  its
     obligations  with respect to the Collateral,   whether  such
     obligations  arise  pursuant to the  express  terms  of  the
     Collateral  or pursuant to governing law. If Assignor  fails
     to  perform  any obligation with respect to the  Collateral,
     then Assignee may do so,      and Assignor shall immediately
     upon  demand  reimburse Assignor for any cost  and  expense,
     including  reasonable attorneys' fees, incurred by  Assignor
     in connection with such performance.

           2.4   No Transfers.  Without the prior written consent
     of  Assignee, which Assignee may    withhold for any  reason
     or  no reason, and except as otherwise expressly provided in
     the  Loan  Documents: (i) Assignor shall not further assign,
     transfer,  pledge, or otherwise dispose of, in whole  or  in
     part,  any  Collateral  or  any  of  its  rights  under  any
     Collateral; (ii) no owner of any direct or indirect interest
     in  Assignor  shall  sell, transfer, convey  or  assign  (by
     operation  of law or otherwise) any direct or       indirect
     interest in Assignor or any part thereof; and (iii) no other
     transaction  shall occur that may result  in  or  produce  a
     change  in  the  ultimate  ownership  of  Assignor.  If  the
     Collateral,  or any part thereof, is     sold,  transferred,
     assigned,  exchanged, or otherwise disposed of in  violation
     of  these  provisions,  Assignee's security  interest  shall
     continue  in such Collateral or part thereof notwithstanding
     such  sale,      transfer,  assignment,  exchange  or  other
     disposition, and Assignor shall hold the proceeds thereof in
     trust in a separate account for Assignee's benefit. Assignor
     shall,  at  Assignee's request, transfer such proceeds    to
     Assignee in kind.

           2.5   Consents.  To the extent that, pursuant  to  the
     terms  of  the Collateral, Assignor's consent is    required
     as  to  any  matter, Assignor shall not grant  such  consent
     without Assignee's consent, which consent by Assignee  shall
     be  subject  to  the  same reasonableness  requirements  and
     restrictions (if any) that    apply to Assignor pursuant  to
     the  Collateral. Assignor shall not consent or agree to  any
     subordination  of  the Collateral to  any  other  estate  or
     interest  (other  than  routine utility  easements)  without
     Assignee's  prior    written consent, which may be  withheld
     for any reason or no reason.

           2.6   Defense and Maintenance of Collateral.  Assignor
     shall  defend  the Collateral against  all       claims  and
     demands of all persons at any time claiming the same or  any
     interest  therein except as expressly provided in  the  Loan
     Documents.  The Collateral shall not be modified or  amended
     in  any     respect  without the prior  written  consent  of
     Assignee,  nor shall any rights or remedies of Assignor,  or
     obligations  of CMT, under any Collateral be waived  without
     the  prior  written  Consent  of  Assignee,   which  consent
     Assignee may withhold for any reason or no reason.

           2.7   Further Assurances.  Assignor shall do, execute,
     acknowledge  and  deliver,  at  Assignor's   sole  cost  and
     expense,  all  such further acts, conveyances,  assignments,
     estoppel certificates, notices of assignment, transfers  and
     assurances  as  Assignee may require from time  to  time  to
     better  assure, convey,   assign, transfer, and  confirm  to
     Assignee, the rights now or hereafter intended to be granted
     to  Assignee  under  this Assignment,  or  under  any  other
     instrument  under  which Assignor may be  or  may  hereafter
     become  bound  to convey or assign to Assignee for  carrying
     out the intention or facilitating this  Assignment.

           2.8  Protection of Security.  Assignee shall have  the
     right  at any time, but shall not be     obligated, to  make
     any  payments  and perform any other acts that Assignee  may
     deem  necessary  to  protect its security  interest  in  the
     Collateral, including, without limitation, (a) the rights to
     cure  any default or      breach by Assignor; (b) the  right
     to  pay,  purchase, contest or compromise  any  encumbrance,
     charge or      lien that, in Assignee's judgment, appears to
     be  prior  to  or superior to the security interest  granted
     hereunder,  and  to  appear  in and  defend  any  action  or
     proceeding  purporting to affect its security  interest   in
     and/or  the  value of the Collateral, and (c) in  exercising
     any  such  powers  or  authority, to  pay  all      expenses
     incurred in connection therewith, including attorneys' fees.
     Assignor  shall  promptly  repay  all  amounts  advanced  by
     Assignee in connection with the foregoing. Assignor shall be
     bound by any such   payment made or action taken by Assignee
     hereunder. Assignee shall have no obligation to make any  of
     the foregoing payments or perform any of the foregoing acts.

     3.   Collateral Enforcement by Assignor.

          3.1  Assignee's Joinder.  Assignor may not exercise any
     rights  or  remedies  under any   Collateral,  or  accept  a
     conveyance  in  lieu of the exercise of such remedies  (all,
     collectively,   "Collateral   Enforcement")   unless    such
     Collateral  Enforcement  is consented  to  by  Assignee.  As
     between  Assignor  and      Assignee,  Assignee  agrees   to
     consent  to  any  Collateral  Enforcement  if  Assignor  has
     provided  such assurances as Assignee shall require  to  the
     effect  that  all Enforcement Proceeds shall be  applied  as
     required  by  this  Assignment. Any  Collateral  Enforcement
     shall in all cases be subject to the rights and interests of
     Assignee hereunder.

            3.2   Enforcement  Proceeds.   Without  limiting  the
     generality  of  the  foregoing,  if,  pursuant  to       any
     Collateral  Enforcement, Assignor receives any  funds,  prop
     erty,  or  other  assets (including ownership  of  any  real
     property  previously encumbered by any mortgage constituting
     part  of the Collateral) (the  "Enforcement Proceeds"), then
     such  Enforcement  Proceeds shall not  be  the  property  of
     Assignor  and   shall instead be delivered, immediately  and
     directly, to Assignee and not Assignor to be applied  as  if
     they      were proceeds from the sale of the Collateral.

           3.3  Release of Enforcement Proceeds.  Notwithstanding
     the  foregoing, Assignee agrees that     any  real  property
     that  constitutes Enforcement Proceeds may be delivered  to,
     and  shall become the property of Assignor, if and  only  if
     simultaneously with receipt thereof, Assignor  executes  and
     delivers   to     and  in  favor  of  Assignee  a   mortgage
     encumbering such real property, which mortgage shall  be  in
     form       and substance satisfactory to Assignee and  shall
     secure the Loan.

     4.   Events of Default; Remedies.

           4.1  Definition: "Event of  Default."   If a "Default"
     exists  under  the  Loan Agreement, then  an      "Event  of
     Default"  shall  be  deemed  to  have  occurred  under  this
     Assignment.

           4.2   Rights  and Remedies.  If any Event  of  Default
     shall occur, then Assignee may exercise any  right or remedy
     it  may  have by law or under any of the Loan Documents.  In
     connection therewith:

                A.   Assignee may declare the entire principal of
          and interest on the Loan and all other sums required to
          be  paid by Assignor pursuant to the Loan Documents  to
          be immediately due and payable.

                B.   Assignee may, without being required to give
          any  notice except as hereinafter   provided, apply the
          cash, if any, then held, or thereafter acquired, by  it
          on  account of the Collateral hereunder to the  payment
          of the Loan and to the payment of any other obligations
          of  Assignor under the Loan Documents, in such order of
          priority  as Assignee shall determine in its  sole  and
          absolute discretion.

               C.   Assignee may sell the Collateral, or any part
          thereof,  at  public  or private sale  for  cash,  upon
          credit or for future delivery, and Assignee may be  the
          purchaser  or  purchasers  of  any  and  all   of   the
          Collateral  so  sold  and  thereafter  hold  the  same,
          absolutely, free from any right or claim of  whatsoever
          kind. Upon any such sale, Assignee shall have the right
          to  deliver,  assign  and  transfer  to  the  purchaser
          thereof the Collateral so sold, all without recourse to
          Assignor.

                D.    Each purchaser at any such sale shall  hold
          the  property sold absolutely, free from any  claim  or
          right of whatsoever kind, including any equity or right
          of  redemption  of Assignor, which hereby  specifically
          waives  all  rights of redemption, stay,  appraisal  or
          marshaling of assets which it has or may have under any
          rule  of  law  or  statute now  existing  or  hereafter
          adopted.  Assignee shall give Assignor 10 days'  notice
          of  intention to make any such public or private  sale.
          Any such public sale made by Assignee shall be held  at
          such  time or times within ordinary business hours  and
          at  such  place  or places in Oklahoma  City,  Oklahoma
          County,  Oklahoma,  or  at Assignee's  option,  in  the
          county  seat  of  the county where  the  real  property
          affected by the Collateral is located, as Assignee  may
          fix  in  the notice of such sale. At any such sale  the
          Collateral  may be sold as an entirety or  in  separate
          parcels, as Assignee may determine. Assignee shall  not
          be  obligated  to make any sale pursuant  to  any  such
          notice.  Assignee  may without notice  or  publication,
          adjourn any public or private sale made by Assignee  or
          cause  the  same to be adjourned from time to  time  by
          announcement at the time and place fixed for the  sale,
          and such sale may without further notice be made at any
          time or place to which the same may be so adjourned.

               E.   In case of any sale of all or any part of the
          Collateral  made by Assignee on credit  or  for  future
          delivery,  the  Collateral so sold may be  retained  by
          Assignee  until  the  selling  price  is  paid  by  the
          purchaser  thereof, but Assignee shall  not  incur  any
          liability  in case of the failure of such  purchase  to
          take up and pay for the Collateral so sold and, in case
          of  any such failure, such Collateral may again be sold
          upon like notice.

                F.   Instead of exercising the foregoing power of
          sale,  Assignee may, at its option (with no  obligation
          to  do  so), proceed by a suit or suits at  law  or  in
          equity  to  foreclose  this  Assignment  and  sell  the
          Collateral, or any portion thereof, under a judgment or
          decree of a court or courts of competent jurisdiction.

                G.    Assignor hereby appoints Assignee (or  such
          person(s)  as Assignee shall designate in  writing)  as
          Assignor's  attorney in fact, which agency  is  coupled
          with an interest, to execute in Assignor's name any and
          all  documents that may be necessary or appropriate  to
          consummate  any transfer of any Collateral pursuant  to
          any   exercise  of  remedies  by  Assignee  under  this
          Assignment.  In  addition  to the  foregoing,  Assignor
          hereby authorizes Assignee, in Assignee's own name,  to
          execute,  deliver  and record any  assignments  of  any
          Collateral  that  may be necessary  or  appropriate  to
          implement any transfer thereof pursuant to any exercise
          of remedies by Assignee under this Assignment. Any such
          assignment(s)  shall be fully effective to  divest  and
          convey  to the assignee(s) named therein full title  to
          the  Collateral,  free of any right,  title,  claim  or
          interest of Assignor.

                H.    Assignee may hold the Collateral and  apply
all pro             ceeds thereof against the Loan.

          4.3  Application of Proceeds.  The proceeds of any sale
     of  all  or  any part of the Collateral made by Assignee  in
     exercising  its  remedies for an Event of Default  shall  be
     applied by Assignee as follows in the following order:

                A.   To payment of the costs and expenses of such
sale,               including reasonable compensation to Assignee
and its agents and            counsel;

                B.    To payment of the principal of and interest
          and  prepayment premium, if any, on the Loan and to the
          payment of any other obligations of Assignor under  any
          documents  relating to such Loan, under any  instrument
          or document executed in connection therewith, and under
          this  Assignment, all in such order as  Assignee  shall
          see fit; and

                C.   To payment to Assignor, or its successor  or
          assigns,  or  as a court of competent jurisdiction  may
          direct,  of  any  surplus  then  remaining  from   such
          proceeds.

          4.4  Delivery of Books and Records.   If Assignee holds
     a  foreclosure or other sale with respect to any Collateral,
     or otherwise exercises any rights or remedies under the Loan
     Documents  or applicable law pursuant to which  Assignor  is
     divested  of  title to any Collateral, then  Assignor  shall
     within 10 days thereafter deliver to the transferee of  such
     Collateral  any and all correspondence, books,  records  and
     documentation in Assignor's possession, or in the possession
     of any affiliate of Assignor, relating to such Collateral.

           4.5  No Duty of Care.  Assignee shall have no duty  or
     obligation to care for the Collateral or to take any actions
     to  protect  the value of the Collateral or  any  rights  or
     privileges  the  Assignor might have with  respect  thereto,
     except that Assignee shall exercise the same degree of  care
     in  the  physical  preservation of items  of  Collateral  in
     Assignee's  possession as it exercises with respect  to  any
     other  original  security  instruments  in  its  possession.
     Assignee  shall  have no obligation to take any  actions  to
     preserve  any  rights that Assignor or any other  party  may
     have  against any third party with respect to  any  item  of
     Collateral.

          4.6  Waivers.  Assignor waives all rights of notice and
     hearing  of  any  kind prior to Assignee's exercise  of  its
     rights  from and after the occurrence of an Event of Default
     to repossess the Collateral with or without judicial process
     or  to replevy, attach or levy upon the Collateral. Assignor
     waives  the  posting  of  any  bond  otherwise  required  of
     Assignee  in  connection  with any judicial  or  nonjudicial
     process  or  proceeding  to obtain possession  of,  replevy,
     attach  or  levy upon Collateral or other security  for  the
     Obligations,  to enforce any judgment or other  court  order
     entered  in  favor  of Assignee, or to enforce  by  specific
     performance,  temporary restraining order or preliminary  or
     permanent  injunction  this Assignment  or  any  other  Loan
     Document.

           4.7   Remedies Not Exclusive.  The remedies set  forth
     above  shall not be exclusive. Assignee shall have available
     to  it  any  and  all  other remedies with  respect  to  the
     Collateral that may be available to a secured party pursuant
     to  the  Uniform Commercial Code. Assignee may exercise  its
     rights  under  this Assignment independently  of  any  other
     collateral  or  guaranty that Assignor may have  granted  or
     provided  to  Assignee  in  order  to  secure  payment   and
     performance  of  the  Loan.  Assignee  shall  be  under   no
     obligation  or  duty  to foreclose or levy  upon  any  other
     collateral  given  by  Assignor to secure  the  Loan  or  to
     proceed  against any guarantor before enforcing  its  rights
     under this Assignment. The remedies granted herein shall  be
     cumulative  and  the exercise of any one  remedy  shall  not
     preclude the exercise of any other, and any repossession  or
     retaking  or  sale  of  the  Collateral  pursuant  to   this
     Assignment  shall  not operate to release  Assignor  or  any
     other  collateral or security held by Assignee with  respect
     to  the  Loan until full payment of any deficiency has  been
     made in cash

     5.   Miscellaneous.

           5.1   Attorney  in Fact.  Assignor hereby  irrevocably
     appoints  Assignee  its attorney in fact,  coupled  with  an
     interest  and  therefore irrevocable,  to  give  notices  or
     payment   instructions  to  CMT  in  accordance  with   this
     Assignment;  to take any actions necessary or desirable,  in
     Assignee's sole discretion, to collect the amounts due under
     the Collateral, including compromising any amounts due under
     any  item  of  Collateral and acknowledging satisfaction  of
     CMT's  liability  thereunder; to  execute  and  deliver  any
     documents that this Assignment requires Assignor to  execute
     and deliver to Assignee; to take any other actions that this
     Assignment  requires Assignor to take; to endorse  and  cash
     checks  and  other  instruments  representing  proceeds   of
     Collateral;  and  to  perform any  and  all  other  acts  as
     Assignee  in  its  sole judgment reasonably exercised  shall
     deem necessary or desirable with respect to this Assignment,
     including the signing and filing of any financing statements
     necessary or appropriate for the Collateral.

          5.2  Waivers.  Assignor waives all rights of notice and
     hearing to Assignee's exercise of its rights from and  after
     the  occurrence  of  an Event of Default  to  repossess  the
     Collateral  with or without judicial process  or  to  plevy,
     attach  or  levy  upon the Collateral. Assignor  waives  the
     posting  of  any  bond  otherwise required  of  Assignee  in
     connection  with  any  judicial or non-judicial  process  or
     proceeding to obtain possession of, replevy, attach or  levy
     upon  Collateral  or other security for the Obligations,  to
     enforce  any judgment or other court order entered in  favor
     of   Assignee,   or  to  enforce  by  specific  performance,
     temporary  restraining  order or  preliminary  or  permanent
     injunction this Assignment or any other Loan Document.

           5.3   Notices.   All  notices hereunder  shall  be  in
     writing and shall be defined to have been sufficiently given
     or  saved for all purposes when delivered in person or  sent
     by  nationally recognized overnight delivery service to  any
     party  hereto at its address above stated or at  such  other
     address  of  which it shall have notified the  party  giving
     such notice in writing as aforesaid.

           5.4  Amendment.  This Assignment may not be amended or
     modified orally.

           5.5   Assignee's Costs and Expenses.   Assignor  shall
     within  five  days after demand reimburse Assignee  for  any
     costs  and  expenses, including reasonable attorneys'  fees,
     incurred by Assignee in exercising its rights, and enforcing
     its  rights  and  remedies, under this  Assignment  or  with
     respect to the Collateral.

           5.6  Governing Law.  This Assignment shall be governed
     by and construed in accordance with the laws of the State of
     Oklahoma, except to the extent that the laws of the State of
     New  York  require  that the laws of that state  govern  the
     assignment of mortgage described in this Assignment and  the
     exercise of rights and remedies thereunder.

      IN WITNESS WHEREOF, Assignor has caused this Assignment  to
be duly executed as of November 10, 1997.

     "ASSIGNOR":              HAROLD'S STORES, INC.


                              By:

H. Rainey Powell, President
                                   and Chief Operating Officer

     "ASSIGNEE":              NATIONSBANK, N.A.


                              By:
                                   Kelly H. Sachs, Vice President


                          Exhibit "I-1"



                SECURITY AGREEMENT AND ASSIGNMENT


      This  SECURITY  AGREEMENT  AND  ASSIGNMENT  (the  "Security
Agreement") is entered into and effective as of the 10th  day  of
November, 1997, by and between HAROLD'S STORES, INC., an Oklahoma
corporation ("Debtor"), and NATIONSBANK, N.A. ("Secured Party").

                      W I T N E S S E T H:

     WHEREAS, pursuant to that certain Third Amended and Restated
Credit  Agreement (the "Credit Agreement") of even date  herewith
by and between Debtor and Secured Party, Secured Party has agreed
to make, from time to time, the Loans to Debtor;

      WHEREAS,  Debtor  has agreed to grant to  Secured  Party  a
security  interest  in  certain  of  its  assets  to  secure  its
obligations   under  the  Secured  Indebtedness,  as  hereinafter
defined,  and  Debtor has also agreed to assign to Secured  Party
all  of  Debtor's  interest  in all existing  and  future  Tenant
Improvement Reimbursement Agreements; and

      WHEREAS,  unless otherwise defined herein, all  terms  used
herein  shall  have  the  same meaning  as  used  in  the  Credit
Agreement,  the  terms, conditions and provisions  of  which  are
incorporated herein by reference.

      NOW,  THEREFORE,  in consideration of  the  foregoing,  the
mutual covenants and agreements contained herein, and other  fair
and valuable consideration, the receipt and adequacy of which are
hereby  acknowledged, Debtor and Secured Party  hereby  agree  as
follows:

      1.    Security Interest.  For value received Debtor  hereby
grants  a  security interest in and assigns to Secured  Party  to
secure  the  payment  of  the Secured  Indebtedness  all  of  the
following, which shall be referred to herein collectively as  the
"Collateral":

     a.    all  Debtor's right, title and interest in and to  the
     Tenant  Reimbursement Agreements, whether  now  existing  or
     hereafter arising; and

     b.   all Accounts, Documents, Chattel Paper and Instruments,
     now owned or hereafter acquired or created, arising from the
     Tenant Improvement Agreements

including all of the proceeds, renewals and replacements  of  the
foregoing.

     2.   Secured Indebtedness.  This Security Agreement is given
to  secure  the  payment  of the Liabilities  including,  without
limitation, the following (the "Secured Indebtedness"):

     a.   the Notes;

     b.    all other obligations and liabilities of Debtor  under
     this  Security Agreement, the Credit Agreement      and  the
     other  Loan  Documents, including, without  limitation,  any
     foreign exchange obligations or liabilities;

       c.     all  obligations  taken  in  substitution  of   the
indebtedness     evidenced  by  the  Notes  and   all   renewals,
amendments,  modifications, or       extensions  of,  or  further
advances  under,  the  Notes, together  with  all       interest,
attorneys'  fees, costs of collection and enforcement  and  other
charges thereof, incurred in  connection therewith;

      d.    all  fees and expenses incurred by Secured  Party  in
connection with     amending, supplementing and   continuing this
Security Agreement; and

      e.    any  and all other obligations of whatsoever kind  or
nature  and     howsoever evidenced, now or   hereafter  owed  by
Debtor  to  Secured  Party,      whether  matured  or  unmatured,
direct, indirect or contingent.

      3.    Term.  This Security Agreement shall remain  in  full
force   and   effect  until  the  full  amount  of  the   Secured
Indebtedness  has  been  received by Secured  Party  as  provided
above.   When  all  such amounts have been  received  by  Secured
Party,  then this Security Agreement and all  the rights,  title,
interests  and  powers  and  privileges  assigned  or    conveyed
hereunder  to  Secured  Party  in  or  to  the  Collateral  shall
forthwith terminate and vest in Debtor, and upon the happening of
that      event, Secured Party agrees upon the request and at the
expense  of           Debtor  to  execute and  deliver  all  such
acquittances,  documents,  releases  or  instruments  as  may  be
necessary to vest the Collateral in Debtor.

       4.     Covenants   of   Debtor.   In   addition   to   the
representations, warranties and covenants contained in the Credit
Agreement  and the other Loan Documents, Debtor hereby represents
and expressly warrants and covenants that:

     a.    Collection.  Prior to the occurrence of  an  Event  of
     Default,  as hereinafter defined, proceeds from  the  Tenant
     Reimbursement Agreements shall be paid jointly to Debtor and
     Secured Party pursuant to the Credit Agreement to be applied
     to   reduce   the  outstanding  balance  under  the   Tenant
     Improvement  Note.   Upon  the occurrence  of  an  Event  of
     Default,  Debtor hereby authorizes Secured Party to  collect
     all  sums of money derived from and attributable to Debtor's
     interest  in  the Collateral and apply the same against  the
     Secured Indebtedness.  Debtor hereby absolves Secured  Party
     and  its successors and assigns of any liability for failure
     to enforce collection of funds, proceeds or products derived
     from   the  Collateral  and  all  other  responsibility   in
     connection  therewith, except the responsibility to  account
     to Debtor for the funds actually received.

     b.    Ownership.   Except for the security interest  granted
     hereby Debtor now owns the Collateral free   from all  prior
     liens, security agreements or encumbrances, and Debtor  will
     defend the Collateral against      all claims and demands of
     all  persons  at any time claiming the same or any  interest
     therein.

     c.    Rights  Cumulative.   Nothing herein  contained  shall
     detract from or limit the absolute obligation of  Debtor  to
     make  prompt  payments  of  all indebtedness  of  Debtor  to
     Secured  Party when and as the same becomes due,  regardless
     of  whether  the proceeds of the Collateral herein  assigned
     are sufficient to pay    the same, and all rights of Secured
     Party  under this Security Agreement, Credit Agreement,  and
     other      Loan Documents shall be cumulative of  all  other
     security  in  every character now or hereafter  existing  to
     secure the payment of the Secured Indebtedness.

     d.   Authority.  No authorization, consent, approval, filing
     or  registration of any court or    governmental department,
     commission,  board,  bureau  or agency,  instrumentality  or
     contracting party is     or will be necessary to  the  valid
     execution,  delivery  or  performance  by  Debtor  of   this
     Security  Agreement.

     e.     Indemnity.   Debtor  shall  indemnify  and  exonerate
     Secured Party against all liabilities, expenses   (including
     attorney's  fees and court costs incurred by Secured  Party)
     and  losses incurred by Secured Party as a result  of:   (i)
     failure  of  Debtor to perform any covenant required  to  be
     performed by Debtor      hereunder or in collecting  on  the
     Collateral  by reason of Debtor's default; and (ii)  failure
     to  comply  with       any requirement of  any  governmental
     authority.

     f.    Debtor's Place of Business.  The address set forth  on
     the  signature page hereto is and will remain       Debtor's
     principal  place of business and the location of  its  chief
     executive offices.  Debtor will advise Secured Party of each
     location where any Collateral is located and will not remove
     said  Collateral  from     such location  unless  and  until
     Secured Party's security interest hereunder is perfected  in
     such a manner as    to assure the continued priority of  the
     security  interest created hereby.  Debtor will  not  change
     the   principal or any other place of business or  its  name
     without  at  least 60 days prior written notice to   Secured
     Party.

     g.    Financing Statements.  Debtor will execute and deliver
     to  Secured Party such financing    statements, continuation
     statements,  certificates and other documents or instruments
     as  may be necessary to enable Secured Party to perfect,  or
     from  time  to  time  renew, the security  interest  created
     hereby   including,  without  limitation,   such   financing
     statements,  certificates  and other  documents  as  may  be
     necessary  to  perfect the security interest created  hereby
     and  any  Collateral hereafter acquired by Debtor    or  any
     replacements  or  proceeds  of  Collateral.   This  Security
     Agreement or a photocopy or facsimile   hereof may be  filed
     as a financing statement by Secured Party.

     h.    Taxes.  Debtor shall pay, before any delinquency,  any
     tax  or  governmental charge which is or  may become through
     assessment, distraint, or otherwise a lien or charge on  the
     Collateral,  or  any  portion    thereof,  or  any  interest
     thereon,  and  will pay any tax which may be levied  on  any
     obligation secured  hereby.

     i.    Insurance.  Debtor shall insure the Collateral against
     loss,  theft,  damage,  fire,  and  such  other  casualties,
     hazards,  public  liabilities  and  risks,  and  such  other
     hazards  as  Secured Party shall specify, in amounts,  under
     policies  and  by  insurers  acceptable  to  Secured  Party.
     Debtor  shall  cause  Secured Party  to  be  named  in  such
     policies  as  secured party or mortgagee and loss  payee  or
     additional insured, in a manner acceptable to Secured Party.
     Each   policy  of  insurance  shall  contain  a  clause   or
     endorsement  requiring the insurer to  give  not  less  than
     thirty  (30) days prior written notice to Secured  Party  in
     the  event  of  cancellation of the policy  for  any  reason
     whatsoever  and  a  clause or endorsement stating  that  the
     interest   of  Secured  Party  shall  not  be  impaired   or
     invalidated by any act or neglect of Debtor or the owner  of
     any  premises where Collateral is located nor by the use  of
     such premises for purposes more hazardous than are permitted
     by  such  policy.  All premiums for such insurance shall  be
     paid  by Debtor when due, and certificates of insurance and,
     if requested, photocopies of the policies shall be delivered
     to Secured Party.  If Debtor fails to procure such insurance
     or  to pay the premiums therefor when due, Secured Party may
     (but  shall not be required to) do so and charge  the  costs
     thereof  to  Debtor's loan account.  Debtor  shall  promptly
     notify Secured Party of any loss, damage, or destruction  to
     the  Collateral  or  arising from its use,  whether  or  not
     covered by insurance.  Secured Party is hereby authorized to
     collect  all  insurance proceeds directly.  After  deducting
     from such proceeds the expenses, if any, incurred by Secured
     Party  in the collection or handling thereof, Secured  Party
     may apply such proceeds to the reduction of the Liabilities,
     in  such  order as Secured Party determines, or  at  Secured
     Party's  option  may permit or require Debtor  to  use  such
     money,  or any part thereof, to replace, repair, restore  or
     rebuild the Collateral in a diligent and expeditious  manner
     with  materials  and workmanship of substantially  the  same
     quality as existed before the loss, damage or destruction.

      5.   Waiver.  No waiver or modification by Secured Party of
any  of the terms and conditions hereof shall be effective unless
reduced  to  writing and signed by Secured Party.  No  waiver  or
indulgence  by  Secured Party as to any required  performance  by
Debtor  hereunder shall constitute a waiver as to any  subsequent
required performance or any other obligation of Debtor hereunder.

      6.   Performance by Secured Party.  In the event Debtor  at
any  time  fails  to  perform  any obligation  for  which  it  is
obligated  hereunder  or under the Credit  Agreement,  including,
without limitation, any payment of taxes, insurance premiums,  or
other  sums of money required to be paid hereunder or  under  the
Credit  Agreement,  Secured Party may,  but  shall  be  under  no
obligation to do so, pay such amount as is required to  be  paid,
in  which  event  Secured  Party shall be immediately  reimbursed
therefore by Debtor.  Such amounts paid by Secured Party shall be
deemed a portion of the Secured Indebtedness and such items shall
bear  interest at the rate applicable under the Credit  Agreement
until paid by Debtor.  Provided, however, the accrual of interest
hereunder  shall not prejudice any other remedies  which  may  be
available to Secured Party hereunder.

      7.    Default.  Debtor shall be in default hereunder in the
event  of  any default by Debtor under the Credit Agreement,  the
Notes,  this  Security Agreement and the other Loan Documents  or
any  other  instrument or agreement executed pursuant  to  or  in
connection   with  the  transaction  described  in   the   Credit
Agreement.   The  occurrence of any such events shall  herein  be
referred to as an "Event of Default."

     8.   Remedies.  If an Event of Default occurs, Secured Party
shall  have the following rights and remedies without  notice  to
Debtor:

     a.    All  Legal  Remedies.  Secured Party  may  proceed  to
     selectively  and successfully enforce and      exercise  any
     and  all  rights and remedies which Secured Party  may  have
     hereunder,  under  the Credit Agreement, the  Notes  or  any
     other  instrument or agreement executed pursuant  to  or  in
     connection  with  the transaction described  in  the  Credit
     Agreement, or under applicable law.

     b.    Assembly  of  Collateral.  At the request  of  Secured
     Party,  Debtor will assemble the Collateral and     make  it
     available to Secured Party at a place designated by  Secured
     Party reasonably convenient to both parties.

     c.    Cash Equivalent.  With respect to any portion  of  the
     Collateral  which  consists of  cash  equivalent       items
     (e.g.,  drafts,  checks or other items convertible  at  face
     value),  Secured  Party  may immediately  apply  such  items
     against  the  amounts owed Secured Party, and Debtor  agrees
     that  such  items  will  be  considered       identical   in
     character to cash proceeds.

     d.    Costs and Expenses.  Debtor agrees to pay, on  demand,
     the  amount of all expenses reasonably   incurred by Secured
     Party  in  protecting, preserving, storing, and selling  the
     Collateral, and Debtor further agrees that if this  Security
     Agreement,  or any obligation secured by it, is referred  to
     an  attorney     for protecting or defending the  provisions
     thereof,  Debtor  shall  pay  a reasonable  attorneys'  fee,
     expenses  of title search, and all court costs and costs  of
     public officials and all costs incurred by Secured Party  in
     the  taking  possession of, preservation,  maintenance,  and
     sale  of the Collateral, which amounts shall be    deemed  a
     portion of the indebtedness secured hereby, and any and  all
     such items shall bear interest from     the date incurred at
     the applicable rate under the Credit Agreement.

     e.    Disposition.   Secured Party may, without  any  notice
     except  as herein provided, sell any of the   Collateral  at
     public or private sales, for cash, upon credit or for future
     delivery, and Secured Party may    be the purchaser  of  any
     and all of the Collateral so sold and may apply the purchase
     price  thereon  against     the  Secured  Indebtedness   and
     thereafter hold the Collateral so purchased absolutely  free
     from  any  right  or    claim  of  whatsoever  kind.   Every
     purchaser  at  any  such sale shall hold the  property  sold
     absolutely free of any claim or right whatsoever,  including
     any   equity   or  right  of  redemption  of   Debtor,   who
     specifically    waives  all right  of  redemption,  stay  or
     appraisal  which it has or may have under any rule,  law  or
     statute   now existing or hereafter adopted.  Debtor  agrees
     that  a  period  of ten (10) days from the time  the  notice
     is sent shall be a reasonable period for notification of any
     sale   or  other  disposition  of  Collateral  by   or   for
     Secured  Party.  At any sale, the Collateral may be sold  in
     one  lot  or  in  separate parcels as  Secured  Party    may
     determine.  Secured Party shall not be obligated to make any
     sale  pursuant to any such notice.       Secured Party  may,
     without notice or publication, adjourn any public or private
     sale or cause the same to     be adjourned from time to time
     by  announcement at any time and place fixed for  the  sale,
     and  such sale  shall be made at any time or place to  which
     the  same may be so adjourned.  In the case of any  sale  of
     any   or  all  of  the Collateral on credit  or  for  future
     delivery, the Collateral so sold may be retained by  Secured
     Party  until  the  sales  price is  paid  by  the  purchaser
     thereof, but Secured Party shall incur no liability  in  the
     case of the failure of the purchaser to take up and pay  for
     the  Collateral  so sold, and in each  case  of  any    such
     failure, the Collateral may be again sold upon like notice.

     f.    Selective  Enforcement.  In the  event  Secured  Party
     elects to selectively and successively enforce its right and
     remedies  in  respect to any of the Collateral, pursuant  to
     any applicable agreement or otherwise, such action shall not
     be  deemed a waiver or discharge of any other right, remedy,
     lien  or encumbrance until such time as Secured Party  shall
     have  been  paid  in  full all indebtedness  or  obligations
     secured hereby.

     g.    Waiver  of  Default.  Secured Party may,  in  writing,
     waive  an event of default and, in such event, Secured Party
     and  Debtor shall be restored to their respective positions,
     rights  and obligations as if such event of default had  not
     occurred.   No  such wavier shall cure or extend  any  other
     event  of default or any subsequent action of Debtor or  any
     of the Companies.

     h.   Application of Proceeds.  Any amounts held, realized or
     received  by  Secured Party from any sale of the Collateral,
     or  any  part thereof, shall be applied by Secured Party  to
     the  following, in such order and in such respective amounts
     as Secured Party shall elect:

                 (i)    all   costs,  expenses  and   liabilities
          (including  attorneys' fees and  expenses  referred  to
          herein);

                (ii)  the payment of principal and interest owing
          as evidenced by the Notes; and

               (iii)  all other amounts owing to Secured Party by
          Debtor hereunder, under the Credit Agreement, the Notes
          or  any other instrument or agreement executed pursuant
          to  or in connection with the transactions described in
          the Credit Agreement.

     9.   Notices.  All notices, requests, demands, instructions,
     and   other   communications   called   for   hereunder   or
     contemplated hereby shall be given in the manner  set  forth
     in the Credit Agreement.

     10.   Severability.   The agreements and covenants  of  this
     Security  Agreement are severable, and in the event  any  of
     them  shall  be held to be invalid by a court  of  competent
     jurisdiction,  this Security Agreement shall be  interpreted
     as   if  such  invalid  agreements  or  covenants  were  not
     contained in this Security Agreement.

     11.   Captions.   All captions contained  in  this  Security
     Agreement  are for convenience of reference only  and  shall
     not affect the meaning, substance or construction of any  of
     the provisions or terms of this Security Agreement.

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

     13.   Binding  Effect.   This Security  Agreement  shall  be
     binding  upon,  and  shall inure  to  the  benefit  of,  the
     respective   parties   hereto   their   successors,    legal
     representatives,  and,  to  the  extent  herein   permitted,
     assigns.

     14.    Governing  Law.   This  Security  Agreement  and  any
     performance   under   this  Security  Agreement   shall   be
     construed, and enforced in accordance with, and governed by,
     the laws of the State of Oklahoma.

     15.   Time of the Essence.  Time is of the essence  of  this
     Security Agreement.

      IN WITNESS WHEREOF, the parties have executed and delivered
or  caused  their duly authorized representatives or officers  to
have  executed  and  delivered  this  Security  Agreement  to  be
effective the day and year first above written.

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


                                   By:
                                           H.    Rainey   Powell,
President
                                        765 Asp
                                        Norman, Oklahoma  73069


                                   "SECURED               PARTY":
                                   NATIONSBANK, N.A.

                                   By:
                                          Kelly  H.  Sachs,  Vice
President
                                        211 North Robinson
                                        P. O. Box 25189
                                         Oklahoma City, OK 73125-
0189


                          Exhibit "I-2"


                SECURITY AGREEMENT AND ASSIGNMENT


      This  SECURITY  AGREEMENT  AND  ASSIGNMENT  (the  "Security
Agreement") is entered into and effective as of the 10th  day  of
November,  1997,  by and between _______________________________,
("Debtor"), and NATIONSBANK, N.A. ("Secured Party").

                      W I T N E S S E T H:

     WHEREAS, pursuant to that certain Third Amended and Restated
Credit  Agreement (the "Credit Agreement") of even date  herewith
by  and  between Harold's Stores, Inc. ("Borrower")  and  Secured
Party,  Secured Party has agreed to make, from time to time,  the
Loans to Borrower;

      WHEREAS,  Debtor  has agreed to grant to  Secured  Party  a
security  interest  in  certain  of  its  assets  to  secure  the
obligations   of   Borrower   and  Debtor   under   the   Secured
Indebtedness, as hereinafter defined, and Debtor has also  agreed
to  assign  to  Secured  Party all of Debtor's  interest  in  all
existing  and future Tenant Improvement Reimbursement Agreements;
and

      WHEREAS,  unless otherwise defined herein, all  terms  used
herein  shall  have  the  same meaning  as  used  in  the  Credit
Agreement,  the  terms, conditions and provisions  of  which  are
incorporated herein by reference.

      NOW,  THEREFORE,  in consideration of  the  foregoing,  the
mutual covenants and agreements contained herein, and other  fair
and valuable consideration, the receipt and adequacy of which are
hereby  acknowledged, Debtor and Secured Party  hereby  agree  as
follows:

      1.    Security Interest.  For value received Debtor  hereby
grants  a  security interest in and assigns to Secured  Party  to
secure  the  payment  of  the Secured  Indebtedness  all  of  the
following, which shall be referred to herein collectively as  the
"Collateral":

     a.    all  Debtor's right, title and interest in and to  the
     Tenant  Reimbursement Agreements, whether  now  existing  or
     hereafter arising; and

     b.   all Accounts, Documents, Chattel Paper and Instruments,
     now owned or hereafter acquired or created, arising from the
     Tenant Improvement Agreements

     including all of the proceeds, renewals and replacements  of
     the foregoing.

     2.   Secured Indebtedness.  This Security Agreement is given
to  secure  the  payment  of the Liabilities  including,  without
limitation, the following (the "Secured Indebtedness"):

     a.        the Notes;

     b.   all other obligations and liabilities of Borrower under
     a  Security Agreement and Assignment executed by Borrower in
     favor   of   Secured  Party  of  even  date  herewith   (the
     "Borrower's  Security Agreement"), the Credit Agreement  and
     the other Loan Documents, including, without limitation, any
     foreign exchange obligations or liabilities;

     c.    all  obligations and liabilities of Debtor under  this
     Security Agreement;

     d.     all   obligations  taken  in  substitution   of   the
     indebtedness  evidenced  by  the  Notes  and  all  renewals,
     amendments,  modifications, or  extensions  of,  or  further
     advances  under,  the  Notes, together  with  all  interest,
     attorneys'  fees,  costs of collection and  enforcement  and
     other charges thereof, incurred in connection therewith;

     e.    all  fees  and expenses incurred by Secured  Party  in
     connection with amending, supplementing and continuing  this
     Security Agreement; and

     f.    any  and all other obligations of whatsoever  kind  or
     nature  and  howsoever evidenced, now or hereafter  owed  by
     Debtor  to  Secured  Party, whether  matured  or  unmatured,
     direct, indirect or contingent.

      3.    Term.  This Security Agreement shall remain  in  full
force   and   effect  until  the  full  amount  of  the   Secured
Indebtedness  has  been  received by Secured  Party  as  provided
above.   When  all  such amounts have been  received  by  Secured
Party,  then  this Security Agreement and all the rights,  title,
interests   and  powers  and  privileges  assigned  or   conveyed
hereunder  to  Secured  Party  in  or  to  the  Collateral  shall
forthwith terminate and vest in Debtor, and upon the happening of
that  event,  Secured Party agrees upon the request  and  at  the
expense  of  Debtor to execute and deliver all such acquittances,
documents,  releases or instruments as may be necessary  to  vest
the Collateral in Debtor.

       4.     Covenants   of   Debtor.   In   addition   to   the
representations, warranties and covenants contained in the Credit
Agreement  and the other Loan Documents, Debtor hereby represents
and expressly warrants and covenants that:

     a.    Collection.  Prior to the occurrence of  an  Event  of
     Default,  as hereinafter defined, proceeds from  the  Tenant
     Reimbursement Agreements shall be paid jointly to Debtor and
     Secured Party pursuant to the Credit Agreement to be applied
     to   reduce   the  outstanding  balance  under  the   Tenant
     Improvement  Note.   Upon  the occurrence  of  an  Event  of
     Default,  Debtor hereby authorizes Secured Party to  collect
     all  sums of money derived from and attributable to Debtor's
     interest  in  the Collateral and apply the same against  the
     Secured Indebtedness.  Debtor hereby absolves Secured  Party
     and  its successors and assigns of any liability for failure
     to enforce collection of funds, proceeds or products derived
     from   the  Collateral  and  all  other  responsibility   in
     connection  therewith, except the responsibility to  account
     to Debtor for the funds actually received.

     b.    Ownership.   Except for the security interest  granted
     hereby  Debtor now owns the Collateral free from  all  prior
     liens, security agreements or encumbrances, and Debtor  will
     defend the Collateral against all claims and demands of  all
     persons  at  any  time  claiming the same  or  any  interest
     therein.

     c.    Rights  Cumulative.   Nothing herein  contained  shall
     detract  from or limit the absolute obligation of Debtor  to
     make  prompt  payments  of  all indebtedness  of  Debtor  to
     Secured  Party when and as the same becomes due,  regardless
     of  whether  the proceeds of the Collateral herein  assigned
     are  sufficient to pay the same, and all rights  of  Secured
     Party  under this Security Agreement, Credit Agreement,  and
     other  Loan  Documents  shall be  cumulative  of  all  other
     security  in  every character now or hereafter  existing  to
     secure the payment of the Secured Indebtedness.

     d.   Authority.  No authorization, consent, approval, filing
     or  registration  of  any court or governmental  department,
     commission,  board,  bureau  or agency,  instrumentality  or
     contracting  party  is  or will be necessary  to  the  valid
     execution,  delivery  or  performance  by  Debtor  of   this
     Security Agreement.

     e.     Indemnity.   Debtor  shall  indemnify  and  exonerate
     Secured  Party against all liabilities, expenses  (including
     attorney's  fees and court costs incurred by Secured  Party)
     and  losses incurred by Secured Party as a result  of:   (i)
     failure  of  Debtor to perform any covenant required  to  be
     performed  by  Debtor  hereunder or  in  collecting  on  the
     Collateral  by reason of Debtor's default; and (ii)  failure
     to   comply   with  any  requirement  of  any   governmental
     authority.

     f.    Debtor's Place of Business.  The address set forth  on
     the  signature  page  hereto is  and  will  remain  Debtor's
     principal  place of business and the location of  its  chief
     executive offices.  Debtor will advise Secured Party of each
     location where any Collateral is located and will not remove
     said  Collateral from such location unless and until Secured
     Party's security interest hereunder is perfected in  such  a
     manner  as to assure the continued priority of the  security
     interest  created  hereby.   Debtor  will  not  change   the
     principal or any other place of business or its name without
     at least 60 days prior written notice to Secured Party.

     g.    Financing Statements.  Debtor will execute and deliver
     to  Secured  Party  such financing statements,  continuation
     statements,  certificates and other documents or instruments
     as  may be necessary to enable Secured Party to perfect,  or
     from  time  to  time  renew, the security  interest  created
     hereby   including,  without  limitation,   such   financing
     statements,  certificates  and other  documents  as  may  be
     necessary  to  perfect the security interest created  hereby
     and  any  Collateral hereafter acquired  by  Debtor  or  any
     replacements  or  proceeds  of  Collateral.   This  Security
     Agreement or a photocopy or facsimile hereof may be filed as
     a financing statement by Secured Party.

     h.    Taxes.  Debtor shall pay, before any delinquency,  any
     tax  or  governmental charge which is or may become  through
     assessment, distraint, or otherwise a lien or charge on  the
     Collateral, or any portion thereof, or any interest thereon,
     and  will  pay any tax which may be levied on any obligation
     secured hereby.

     i.    Insurance.  Debtor shall insure the Collateral against
     loss,  theft,  damage,  fire,  and  such  other  casualties,
     hazards,  public  liabilities  and  risks,  and  such  other
     hazards  as  Secured Party shall specify, in amounts,  under
     policies  and  by  insurers  acceptable  to  Secured  Party.
     Debtor  shall  cause  Secured Party  to  be  named  in  such
     policies  as  secured party or mortgagee and loss  payee  or
     additional insured, in a manner acceptable to Secured Party.
     Each   policy  of  insurance  shall  contain  a  clause   or
     endorsement  requiring the insurer to  give  not  less  than
     thirty  (30) days prior written notice to Secured  Party  in
     the  event  of  cancellation of the policy  for  any  reason
     whatsoever  and  a  clause or endorsement stating  that  the
     interest   of  Secured  Party  shall  not  be  impaired   or
     invalidated by any act or neglect of Debtor or the owner  of
     any  premises where Collateral is located nor by the use  of
     such premises for purposes more hazardous than are permitted
     by  such  policy.  All premiums for such insurance shall  be
     paid  by Debtor when due, and certificates of insurance and,
     if requested, photocopies of the policies shall be delivered
     to Secured Party.  If Debtor fails to procure such insurance
     or  to pay the premiums therefor when due, Secured Party may
     (but  shall not be required to) do so and charge  the  costs
     thereof  to  Debtor's loan account.  Debtor  shall  promptly
     notify Secured Party of any loss, damage, or destruction  to
     the  Collateral  or  arising from its use,  whether  or  not
     covered by insurance.  Secured Party is hereby authorized to
     collect  all  insurance proceeds directly.  After  deducting
     from such proceeds the expenses, if any, incurred by Secured
     Party  in the collection or handling thereof, Secured  Party
     may apply such proceeds to the reduction of the Liabilities,
     in  such  order as Secured Party determines, or  at  Secured
     Party's  option  may permit or require Debtor  to  use  such
     money,  or any part thereof, to replace, repair, restore  or
     rebuild the Collateral in a diligent and expeditious  manner
     with  materials  and workmanship of substantially  the  same
     quality as existed before the loss, damage or destruction.

      5.   Waiver.  No waiver or modification by Secured Party of
any  of the terms and conditions hereof shall be effective unless
reduced  to  writing and signed by Secured Party.  No  waiver  or
indulgence  by  Secured Party as to any required  performance  by
Debtor  hereunder shall constitute a waiver as to any  subsequent
required performance or any other obligation of Debtor hereunder.

      6.   Performance by Secured Party.  In the event Debtor  at
any  time  fails  to  perform  any obligation  for  which  it  is
obligated hereunder or Borrower at any time fails to perform  any
obligation  for  which  it  is  obligated  under  the  Borrower's
Security  Agreement  or the Credit Agreement, including,  without
limitation,  any payment of taxes, insurance premiums,  or  other
sums  of money required to be paid hereunder or under the  Credit
Agreement, Secured Party may, but shall be under no obligation to
do  so, pay such amount as is required to be paid, in which event
Secured  Party  shall  be  immediately  reimbursed  therefore  by
Debtor.   Such amounts paid by Secured Party shall  be  deemed  a
portion  of  the Secured Indebtedness and such items  shall  bear
interest at the rate applicable under the Credit Agreement  until
paid  by  Debtor.   Provided, however, the  accrual  of  interest
hereunder  shall not prejudice any other remedies  which  may  be
available to Secured Party hereunder.

      7.    Default.  Debtor shall be in default hereunder in the
event  of any default by Debtor under this Security Agreement  or
any  default by Borrower under the Credit Agreement,  the  Notes,
the Borrower's Security Agreement and the other Loan Documents or
any  other  instrument or agreement executed pursuant  to  or  in
connection   with  the  transaction  described  in   the   Credit
Agreement.   The  occurrence of any such events shall  herein  be
referred to as an "Event of Default."

     8.   Remedies.  If an Event of Default occurs, Secured Party
shall  have the following rights and remedies without  notice  to
Debtor:

     a.    All  Legal  Remedies.  Secured Party  may  proceed  to
     selectively  and successfully enforce and exercise  any  and
     all  rights  and  remedies  which  Secured  Party  may  have
     hereunder,  under  the Credit Agreement, the  Notes  or  any
     other  instrument or agreement executed pursuant  to  or  in
     connection  with  the transaction described  in  the  Credit
     Agreement, or under applicable law.

     b.    Assembly  of  Collateral.  At the request  of  Secured
     Party,  Debtor  will  assemble the Collateral  and  make  it
     available to Secured Party at a place designated by  Secured
     Party reasonably convenient to both parties.

     c.    Cash Equivalent.  With respect to any portion  of  the
     Collateral  which consists of cash equivalent  items  (e.g.,
     drafts,  checks or other items convertible at  face  value),
     Secured  Party may immediately apply such items against  the
     amounts  owed  Secured Party, and Debtor  agrees  that  such
     items  will  be  considered identical in character  to  cash
     proceeds.

     d.    Costs and Expenses.  Debtor agrees to pay, on  demand,
     the  amount  of all expenses reasonably incurred by  Secured
     Party  in  protecting, preserving, storing, and selling  the
     Collateral, and Debtor further agrees that if this  Security
     Agreement,  or any obligation secured by it, is referred  to
     an  attorney  for  protecting or  defending  the  provisions
     thereof,  Debtor  shall  pay  a reasonable  attorneys'  fee,
     expenses  of title search, and all court costs and costs  of
     public officials and all costs incurred by Secured Party  in
     the  taking  possession of, preservation,  maintenance,  and
     sale  of  the  Collateral, which amounts shall be  deemed  a
     portion of the indebtedness secured hereby, and any and  all
     such items shall bear interest from the date incurred at the
     applicable rate under the Credit Agreement.

     e.    Disposition.   Secured Party may, without  any  notice
     except  as  herein provided, sell any of the  Collateral  at
     public or private sales, for cash, upon credit or for future
     delivery, and Secured Party may be the purchaser of any  and
     all  of  the  Collateral so sold and may apply the  purchase
     price   thereon   against  the  Secured   Indebtedness   and
     thereafter hold the Collateral so purchased absolutely  free
     from any right or claim of whatsoever kind.  Every purchaser
     at  any  such  sale shall hold the property sold  absolutely
     free  of any claim or right whatsoever, including any equity
     or  right  of redemption of Debtor, who specifically  waives
     all  right of redemption, stay or appraisal which it has  or
     may  have  under  any rule, law or statute now  existing  or
     hereafter adopted.  Debtor agrees that a period of ten  (10)
     days  from the time the notice is sent shall be a reasonable
     period for notification of any sale or other disposition  of
     Collateral  by  or  for Secured Party.   At  any  sale,  the
     Collateral may be sold in one lot or in separate parcels  as
     Secured  Party may determine.  Secured Party  shall  not  be
     obligated  to  make any sale pursuant to  any  such  notice.
     Secured  Party  may, without notice or publication,  adjourn
     any public or private sale or cause the same to be adjourned
     from  time  to  time by announcement at any time  and  place
     fixed for the sale, and such sale shall be made at any  time
     or place to which the same may be so adjourned.  In the case
     of any sale of any or all of the Collateral on credit or for
     future  delivery, the Collateral so sold may be retained  by
     Secured Party until the sales price is paid by the purchaser
     thereof, but Secured Party shall incur no liability  in  the
     case of the failure of the purchaser to take up and pay  for
     the  Collateral  so  sold, and in  each  case  of  any  such
     failure, the Collateral may be again sold upon like notice.

     f.    Selective  Enforcement.  In the  event  Secured  Party
     elects to selectively and successively enforce its right and
     remedies  in  respect to any of the Collateral, pursuant  to
     any applicable agreement or otherwise, such action shall not
     be  deemed a waiver or discharge of any other right, remedy,
     lien  or encumbrance until such time as Secured Party  shall
     have  been  paid  in  full all indebtedness  or  obligations
     secured hereby.

     g.    Waiver  of  Default.  Secured Party may,  in  writing,
     waive  an event of default and, in such event, Secured Party
     and  Debtor shall be restored to their respective positions,
     rights  and obligations as if such event of default had  not
     occurred.   No  such wavier shall cure or extend  any  other
     event  of default or any subsequent action of Debtor or  any
     of the Companies.

     h.   Application of Proceeds.  Any amounts held, realized or
     received  by  Secured Party from any sale of the Collateral,
     or  any  part thereof, shall be applied by Secured Party  to
     the  following, in such order and in such respective amounts
     as Secured Party shall elect:

                 (i)    all   costs,  expenses  and   liabilities
          (including  attorneys' fees and  expenses  referred  to
          herein);

                (ii)  the payment of principal and interest owing
          as evidenced by the Notes; and

               (iii)  all other amounts owing to Secured Party by
          Debtor  hereunder, owing to Secured Party  by  Borrower
          under  the  Credit  Agreement, the Borrower's  Security
          Agreement,  the  Notes  or  any  other  instrument   or
          agreement  executed pursuant to or in  connection  with
          the transactions described in the Credit Agreement.

     9.   Notices.  All notices, requests, demands, instructions,
and  other  communications called for hereunder  or  contemplated
hereby  shall  be  given in the manner set forth  in  the  Credit
Agreement.

      10.   Severability.  The agreements and covenants  of  this
Security  Agreement are severable, and in the event any  of  them
shall be held to be invalid by a court of competent jurisdiction,
this  Security Agreement shall be interpreted as if such  invalid
agreements  or  covenants  were not contained  in  this  Security
Agreement.

      11.   Captions.   All captions contained in  this  Security
Agreement  are  for convenience of reference only and  shall  not
affect  the  meaning, substance or construction  of  any  of  the
provisions or terms of this Security Agreement.

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

      13.   Binding  Effect.  This Security  Agreement  shall  be
binding  upon, and shall inure to the benefit of, the  respective
parties  hereto their successors, legal representatives, and,  to
the extent herein permitted, assigns.

      14.   Governing  Law.   This  Security  Agreement  and  any
performance under this Security Agreement shall be construed, and
enforced  in  accordance with, and governed by, the laws  of  the
State of Oklahoma.

      15.   Time of the Essence.  Time is of the essence of  this
Security Agreement.

      IN WITNESS WHEREOF, the parties have executed and delivered
or  caused  their duly authorized representatives or officers  to
have  executed  and  delivered  this  Security  Agreement  to  be
effective the day and year first above written.


                         "DEBTOR":



                                             "SECURED     PARTY":
                                   NATIONSBANK, N.A.

                                   By:
                                          Kelly  H.  Sachs,  Vice
President
                                        211 North Robinson
                                        P. O. Box 25189
                                         Oklahoma City, OK 73125-
0189

                           Exhibit "J"


        REQUEST FOR ADVANCE UNDER TENANT IMPROVEMENT LOAN
                     (Harold's Stores, Inc.)


     Reference is made to that certain Third Amended and Restated
Credit   Agreement  (the  "Credit  Agreement")  between  HAROLD'S
STORES,   INC.,   an   Oklahoma  corporation  ("Borrower"),   and
NATIONSBANK,  N.A.  ("Lender") dated November  10,  1997.   Terms
which are defined in the Credit Agreement and which are used  but
not  defined  in  this Certificate shall have the meanings  given
them in the Credit Agreement.

      Pursuant  to  the  terms of the Credit Agreement,  Borrower
hereby  requests  Lender  to advance funds  to  Borrower  in  the
principal  amount of $_____________ under the Tenant  Improvement
Loan,  to which amount Borrower is entitled pursuant to the terms
of the Credit Agreement.

     Borrower hereby certifies as follows:

1.        The amount requested represents advances against Tenant
Reimbursements  from the following Landlord(s) in  the  indicated
amount(s):

                                 $
                                 
                                 
          TOTAL                  $

2.        The advance requested against each Tenant Reimbursement
represents  an  amount  for  which  Borrower  or  the  applicable
Harold's  Subsidiary as "tenant" has not previously  received  an
advance from Lender.

3.         To  the best of Borrower's knowledge, Borrower or  the
applicable  Harold's Subsidiary as "tenant"   has  performed  and
complied  with  all  agreements  and  conditions  in  each  Lease
Agreement  for which advances against Tenant Reimbursements  have
been  made  by  Lender to Borrower in order for Borrower  or  the
applicable  Harold's  Subsidiary to be  entitled  to  payment  of
Tenant  Reimbursements by the applicable Landlord and  that  each
Landlord  has no claims, rights, setoff or defense to the  timely
payment of Tenant Reimbursements.

4.         To  the  best  of Borrower's knowledge,  there  is  no
action,  suit or administrative proceeding pending or threatened,
affecting Borrower or the applicable Harold's Subsidiary  or  any
Tenant  Improvement  project, at law or  in  equity,  before  any
federal,  state,  municipal  or  other  governmental  agency   or
authority  which  involves the likelihood of any liability  which
would  result  in  any material adverse change  in  the  business
operations,  properties or condition (financial or otherwise)  of
Borrower  or  the applicable Harold's Subsidiary or  such  Tenant
Improvement project.

     The foregoing certifications, representations and warranties
shall survive the execution of this Certificate.

      IN  WITNESS WHEREOF, Borrower has executed this Certificate
this ______ day of ____________, 199   .


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


                              By:
                              Name:
                              Title:

                                                            (this
                              Certificate  is  to  be  signed  by
                              either  H. Rainey Powell  or  Linda
                              Daugherty on behalf of Borrower)