2

                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C.  20549


                              FORM 10-Q

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

For the quarterly period ended April 30,
2005

                                  OR

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

For the transition period from __________ to
__________


Commission File No.  1-10892


                        HAROLD'S STORES, INC.
        (Exact name of registrant as specified in its charter)



        Oklahoma                                    73-1308796
    (State or other                                (IRS Employer
    jurisdiction of                             Identification No.)
    incorporation or
     organization)

   5919 Maple Avenue                              (214) 366-0600
  Dallas, Texas  75235                        (Registrant's telephone
 (Address of  principal                               number,
   executive offices)                          including area code)
       (Zip Code)

Indicate  by  check  mark whether the registrant  (1)  has  filed  all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act  of  1934 during the preceding 12 months  (or  for  such
shorter period that the registrant was required to file such reports),
and  (2) has been subject to such filing requirements for the past  90
days.

               Yes   [X]                     No   [   ]

Indicate by check mark whether the registrant is an accelerated  filer
(as defined in Rule 12b-2 of the Exchange Act)

             Yes   [   ]                     No   [X]

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

As  of  May  31, 2005, the registrant had 6,222,308 shares  of  Common
Stock outstanding.



                  Harold's Stores, Inc. & Subsidiaries
                                Index to
                      Quarterly Report on Form 10-Q
                   For the Period Ended April 30, 2005


Part I - FINANCIAL INFORMATION                                        Pag
                                                                       e

Item Financial Statements
1.

     Consolidated Balance Sheets - April 30, 2005 (unaudited) and       3
     January 29, 2005

     Consolidated Statements of Income -
          Thirteen Weeks ended April 30, 2005 (unaudited) and May 1,    5
          2004 (Restated), (unaudited)

     Consolidated Statements of Cash Flows -
          Thirteen Weeks ended April 30, 2005 (unaudited) and May 1,    6
          2004 (Restated), (unaudited)

     Notes to Interim Consolidated Financial Statements                 7

Item Management's Discussion and Analysis of Financial Condition and   13
2.   Results of Operations

Item Quantitative and Qualitative Disclosure About Market Risk         16
3.

Item Controls and Procedures                                           16
4.

Part II - OTHER INFORMATION

Item Legal Proceedings                                                 17
1.

Item Unregistered Sales of Equity Securities and Use of Proceeds       17
2.

Item Defaults Upon Senior Securities                                   17
3.

Item Submission of Matters to a Vote of Security Holders               17
4.

Item Other Information                                                 17
5.

Item Exhibits                                                          17
6.

     Signatures                                                          7 21


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

                                     April    January
                                      30,       29,
                                     2005      2005
                                    (Unaud
                                     ited)

Current assets:

Cash and cash equivalents                 $         $
                                      1,145       674
Trade accounts receivable, less
allowance for doubtful accounts       8,178     7,343
of $200 as of April 30 and
January 29
Note and other receivables              101       125
Merchandise inventories              22,415    20,123
Prepaid expenses                        960     1,254

Total current assets                 32,799    29,519

Property and equipment, at cost      44,459    44,211
Less accumulated depreciation        (31,66     (30,66
and amortization                         1)         5)

Net property and equipment           12,798    13,546

Total assets                         $45,59    $43,06
                                          7         5




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

                                     April     January
                                      30,       29,
                                     2005      2005
                                    (Unaud
                                     ited)

Current liabilities:

Accounts payable                           $        $
                                      5,645    7,116
Redeemable gift certificates            845    1,130
Accrued payroll expenses and            870      613
bonuses
Accrued rent expense                  1,225    1,141
Current maturities of long-term      22,524    19,95
debt (See Note 6)                                  8

Total current liabilities            31,109    29,95
                                                   8

Accrued rent expense, net of          5,276    5,630
current maturities
Long-term debt, net of current        1,798      580
maturities

Total liabilities                    38,183    36,16
                                                   8

Commitments and contingencies
(See Note 8)

Convertible preferred stock of
$.01 par value
Amended      Series      2001-A,
authorized    600,000    shares,
issued  and outstanding  337,461      6,749    6,725
as of April 30 and 336,231 as of
January 29
Series     2002-A,    authorized
300,000   shares,   issued   and
outstanding 220,039 as of  April      4,394    4,340
30 and 217,732 as of January 29
Series     2003-A,    authorized
100,000   shares,   issued   and
outstanding 54,791 as  of  April      5,460    5,426
30 and 54,514 as of January 29
2001-A  and  2002-A entitled  to
$20.00  per  share,  and  2003-A
entitled  to $100.00 per  share,
in  each  case plus accrued  but
unpaid dividends in liquidation

                                     16,603    16,49
                                                   1

Stockholders' deficit:

Common stock of $.01 par value
 Authorized  25,000,000  shares;
   issued     and    outstanding         62       62
   6,222,308 as of April 30  and
   6,222,308 as of January 29
Additional paid-in capital           34,468    34,46
                                                   8
Accumulated deficit                  (43,71     (44,1
                                         7)       22)
                                     (9,187     (9,59
                                          )        2)
Less:  Treasury stock of 205 shares
as  of  April 30 and January  29        (2)       (2)
recorded at cost
Total stockholders' deficit          (9,189     (9,59
                                          )        4)

Total liabilities and                $45,59    $43,0
stockholders' deficit                     7       65


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

                               13 Weeks Ended
                               April    May 1,
                                30,      2004
                                2005
                                        (Restat
                                         ed)

Sales                           $23,9    $24,1
                                   65       69

Costs and expenses:
Costs of goods sold (including
occupancy and central buying
expenses, exclusive of items    14,46    14,87
shown separately below)             9        3

Selling, general and             7,401    7,258
administrative expenses

Depreciation and amortization     974    1,032

Interest expense                  339      215

Total costs and expenses        23,18    23,37
                                    3        8

Income before income taxes        782      791

Provision for income taxes          -        -

Net income                          $        $
                                  782      791


NET INCOME APPLICABLE TO
COMMON STOCKHOLDERS:

Net income                          $        $
                                  782      791

Less:  Preferred stock
dividends and accretion of        377      540
preferred stock issuance
costs

Net income applicable to            $        $
common stockholders               405      251

Net income per common share:
Basic                               $        $
                                 0.07     0.04
Diluted                             $        $
                                 0.04     0.04



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

                                      13 Weeks Ended
                                    April 30,  May 1,
                                      2005      2004
                                               (Restate
                                                 d)

Cash flows from operating
activities:
Net income                                 $         $
                                         782       791
Adjustments to reconcile net
income to net cash used in
operating activities:
Depreciation and amortization            974     1,032
Gain on sale of assets                   (7)        (5)
Changes in assets and
liabilities:
Increase in trade and other            (836)      (608)
accounts receivable
(Increase) decrease in               (2,292)       214
merchandise inventories
Decrease (increase) in prepaid           294      (696)
expenses
Decrease in accounts payable         (1,471)      (818)
Decrease in accrued expenses           (298)      (315)

Net cash used in operating           (2,854)      (405)
activities

Cash flows from investing
activities:
Acquisition of property and            (226)      (270)
equipment
Proceeds from disposal of                  7         5
property and equipment
Issuance of note receivable                -        (2)
Payments received for notes               24         6
receivable

Net cash used in investing             (195)      (261)
activities

Cash flows from financing
activities:
Borrowings on long-term debt           1,300         -
Payments on long-term debt             (665)       (61)
Advances on revolving line of         28,267    26,588
credit
Payments on revolving line of        (25,118     (25,45
credit                                     )         6)
Proceeds from exercise of common           -         5
stock options
Preferred stock dividends              (264)      (407)

Net cash provided by financing         3,520       669
activities

Increase in cash                         471         3
Cash and cash equivalents at             674     1,118
beginning of period
Cash and cash equivalents at end           $         $
of period                              1,145     1,121


Non-cash investing and financing
activities:
Issuance of preferred stock in             -       142
lieu of rent
Preferred stock dividends paid            99       114
in shares of preferred stock

             HAROLD'S STORES, INC. AND SUBSIDIARIES
       NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                 April 30, 2005 and May 1, 2004
                           (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 April 30, 2005 and the results of its operations and  cash
flows for the thirteen week periods ended April 30, 2005 and  May
1, 2004.  The results of operations for the thirteen week periods
ended  April  30,  2005  and  May 1,  2004  are  not  necessarily
indicative of the results of operations that may be achieved  for
the   entire  year.   For  further  information,  refer  to   the
consolidated financial statements and footnotes thereto  included
in  the  Company's Annual Report on Form 10-K for the year  ended
January 29, 2005.

2.   Definition of Fiscal Year

     The Company has a 52-53 week year which ends on the Saturday
closest  to January 31.  The period from January 30, 2005 through
January 28, 2006, has been designated as 2005.

3.   Basis of Presentation

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

4.   Impact of New Accounting Pronouncements

     On December 16, 2004, the FASB issued FASB Statement No. 123
(revised 2004) ("SFAS 123(R)"), "Share-Based Payment", which must
be  adopted by the Company no later than January 29, 2006.   SFAS
123(R) requires an entity to recognize compensation expense in an
amount equal to the fair value of share-based payments granted to
employees.   The Company will adopt SFAS 123(R) in  the  required
period  and  apply  the  standard using the modified  prospective
method,  which requires compensation expense to be  recorded  for
new  and modified awards.  For any unvested portion of previously
issued  and outstanding awards, compensation expense is  required
to  be  recorded  based  on  the previously  disclosed  SFAS  123
methodology,  and  amounts.   Prior  periods  presented  are  not
required  to  be  restated.  The Company is still  assessing  the
impact  on its results of operations and financial position  upon
the adoption of SFAS 123(R).

5.   Restatement of Financial Statements

      In light of a recent SEC clarification on lease accounting,
the  Company re-evaluated its lease accounting practices and  has
corrected  the  way it accounts for its leases, specifically  the
accounting for operating leases with scheduled rent increases and
tenant allowances.

      Under  the  requirements of FASB Technical  Bulletin  85-3,
"Accounting  for Operating Leases with Scheduled Rent Increases,"
rent  expense should be amortized on a straight-line  basis  over
the  term  of  the  lease.   In prior periods,  the  Company  had
determined  that the term of the lease begins on the commencement
date  of  the  lease, which generally coincides  with  the  store
opening  date, instead of at the time the Company takes  physical
possession  of  the property to start construction  on  leasehold
improvements.  This had the effect of excluding the  construction
period  of  the  stores from the calculation of the  period  over
which  rent is expensed.  The Company has restated its previously
reported   Consolidated  Financial  Statements  to  correct   its
accounting   for  scheduled  rent  increases  by  including   the
construction period.

      In  addition,  under FASB Technical Bulletin 88-1,  "Issues
Relating  to  Accounting for Leases," lease  incentives  such  as
tenant   allowances   received  from  the   landlord   to   cover
construction costs incurred by the Company should be reflected as
a  deferred liability, amortized over the term of the  lease  and
reflected  as  a  reduction  to rent expense.   The  Company  had
previously classified tenant allowances as a reduction  to  store
build  out  costs  (leasehold improvements).   As  a  result,  it
reflected the amortization as a reduction to depreciation expense
instead  of  as  a  reduction to rent expense.  The  Company  has
restated   its   previously   reported   Consolidated   Financial
Statements to properly account for tenant allowances.

     The restatement primarily resulted in a decrease to retained
earnings  of  $691,000 as of January 31, 2004 and an increase  in
net earnings of $14,000 for the thirteen weeks ended May 1, 2004.
The majority of the adjustments relate to periods prior to 2003.

      As  a result of these restatements, the Company's financial
results  for  the  thirteen weeks ended May  1,  2004  have  been
adjusted as follows (in thousands, except per share data):

                              As                   As
                           Previous             Restated
                              ly
                           Reported
                            May 1,               May 1,
                             2004     Adjustme    2004
                                        nts
Sales                      $24,169          -    $24,169
Costs and expenses:
Cost of goods sold          15,137      (264)     14,873
Selling, general and         7,258          -      7,258
administrative expenses
Depreciation and               782        250      1,032
amortization
Interest expense               215          -        215
                            23,392       (14)     23,378
Income before income           777         14        791
taxes
Provision for income             -          -          -
taxes
Net income                       $         14          $
                               777                   791
NET INCOME APPLICABLE TO
COMMON STOCKHOLDERS:
Net income                       $         14          $
                               777                   791
Less:  Preferred stock
dividends and accretion        540          -        540
of preferred stock
issuance costs
Net income applicable to
common stockholders              $         14          $
                               237                   251
Net income per common
share:
Basic                            $       0.00          $
                              0.04                  0.04
Diluted                          $       0.00          $
                              0.04                  0.04

6.   Long-term Debt

     The Company's original three-year credit facility with Wells
Fargo  Retail  Finance  II, LLC, ("WFRF")  was  entered  into  on
February  5,  2003  and  provided  the  Company  with  a  maximum
available  credit  limit  of  $22 million.   This  agreement  was
scheduled  to  expire in February 2006.  As discussed  below,  on
April  29,  2004, the maximum available credit line was increased
to  the  lesser  of  $25 million or $22 million plus  outstanding
participant  advances, and the expiration date  was  extended  to
February   5,   2007.   The  credit  facility   is   secured   by
substantially all assets of the Company and its subsidiaries  and
is  subject  to a borrowing base calculation based  primarily  on
inventory  and  accounts  receivable.   The  facility   has   two
financial  covenants, a minimum excess availability  covenant  of
$1.35   million  and  a  maximum  capital  expenditure  covenant,
established at $2.75 million for 2005.  Interest rates under  the
facility  are  at prime plus 0.5% or LIBOR plus 2.50%,  with  the
ability  to  reduce  the  rate if the  Company  achieves  certain
financial  criteria.   The balance outstanding on  the  Company's
line  of  credit at April 30, 2005 was $22,326,000 which includes
the  $4  million outstanding under the bridge facility  discussed
below.   At  April 30, 2005 the Company's availability under  the
WFRF  line  of  credit was approximately $4.2 million  above  the
minimum availability requirement of $1.35 million and the average
interest rate on the credit line was 5.63%.

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

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

     The  Company  was in compliance with its debt covenants  for
the quarter ended April 30, 2005.  Although the Company's line of
credit with WFRF does not expire until February 2007, the Company
has classified its borrowings under its line of credit as current
in  its  consolidated  balance sheets due to  the  terms  of  its
agreement with the lender.  Under the bank agreement, there is an
acceleration clause which potentially allows the bank  to  demand
immediate  payment  of  all  outstanding  borrowings   upon   the
occurrence  of  a  material  adverse  change  in  the   Company's
operations   or  financial  position.   Determination   of   what
constitutes a material adverse change is at the discretion of the
bank,  however,  it is subject to reasonableness  standards.   In
addition,  the  Company  is  required  to  maintain  a   lock-box
agreement  with  the  bank whereby all cash received  is  applied
against  current  borrowings.  As a result of  these  items,  the
Company is required to classify its line of credit borrowings  as
current   as   proscribed   by   EITF   95-22,   "Balance   Sheet
Classification  of Borrowings Outstanding under Revolving  Credit
Agreements that include both a Subjective Acceleration Clause and
a Lock-Box Arrangement."

7.   Income Taxes

     The  Company's federal net operating losses of approximately
$21.6 million will begin to expire in 2021.  The Company also has
state  net operating losses of approximately $30.7 million  which
begin  to  expire  in  2005.  The Company  provides  a  valuation
allowance  for  all  deferred tax assets  because  the  Company's
recent history of operating losses made the realization of  these
assets more unlikely than likely.

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

      In  the event of an ownership change (as defined for income
tax  purposes),  Section  382  of  the  Code  imposes  an  annual
limitation  on the amount of a corporation's taxable income  that
can  be  offset  by  these  carryforwards.   The  limitation   is
generally  equal to the product of (i) the fair market  value  of
the  equity  of  the  Company multiplied  by  (ii)  a  percentage
approximately  equivalent to the yield on  long-term  tax  exempt
bonds during the month in which an ownership change occurs.   The
Company's management, in consultation with its tax advisors,  has
been  assessing the impact its preferred stock issuances  had  on
the  change  in  the  beneficial ownership of  the  Company,  and
whether  or not such a change would impact the Company's  ability
to  utilize its net operating loss carryforwards ("NOLs").  After
thorough review, it was determined that a change in ownership had
occurred on October 1, 2002, and that this change resulted  in  a
limitation  on  the Company's ability to utilize its  NOLs  under
Section  382  of  the Code.  As a result of the  limitation,  the
Company  may  only  utilize $1.0 million per year  of  its  total
October 1, 2002 pre-change NOL of $12.5 million.  Any portion  of
the  $1.0  million annual limitation not utilized in a particular
year  may  be  carried over to the next year and  added  to  that
year's limitation.  Based on the Company's 2004 projected taxable
loss,  the cumulative excess annual limitation carryover to  2005
is  approximately $2.4 million.  In 2005 the Company's total  NOL
available for use is $12.6 million.

8.   Commitments and Contingencies

     The  Company  is  occasionally involved in  various  claims,
administrative agency proceedings and litigation arising  out  of
the  normal  conduct of its business.  At April 30,  2005,  there
existed  only one minor litigation matter.  Although the ultimate
outcome of such litigation cannot be predicted, the management of
the  Company, after discussions with counsel, believes  that  the
resulting liability, if any, will not have a material effect upon
the Company's financial position or results of operations.

9.   Preferred Stock

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

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

     On  February  5, 2003, the Company closed on  a  $5  million
private equity investment by Inter-Him, N.V., of which Ronald  de
Waal is a Managing Director, and W. Howard Lester, a director  of
the  Company  (the  "Investors").   The  Investors  purchased  an
aggregate  of  50,000 shares of a new series of preferred  stock,
designated Series 2003-A Preferred Stock, at a purchase price  of
$100.00  per  share.  Each of the 50,000 shares of Series  2003-A
Preferred Stock initially issued is convertible into common stock
at a fixed rate of $1.15 per share, and otherwise provides rights
and  preferences substantially similar to the Company's  existing
Series  2002-A  Preferred  Stock.  The  percentage  ownership  of
common  stock on an as-converted basis by Inter-Him  and  Mr.  de
Waal  is approximately 51.3% (assuming conversion of all  of  the
Company's  outstanding preferred stock).  Dividends were  payable
50% in cash and 50% in additional shares of preferred stock until
January 1, 2004, and thereafter are paid in additional shares  of
preferred stock or cash as the holder of the preferred stock  may
elect.   Following the third anniversary of the original issuance
date,  the  Series  2003-A Preferred Stock is redeemable  at  the
option  of  the Company at a price equal to the initial  purchase
price plus cumulated and accrued but unpaid dividends.

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

10.  Stock Options

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

Had  the Company elected to recognize compensation expense  based
on  the fair value of the stock options granted as of their grant
date  per  the  standards  of Statement of  Financial  Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", the
Company's  2005 and 2004 pro forma net income and pro  forma  net
income  per  share would have differed from the amounts  actually
reported  as  shown  in the table below.  The pro  forma  amounts
shown   reflect  only  options  granted  in  1995  through  2005.
Therefore, the full impact of calculating compensation  cost  for
stock  options based on their fair value is not reflected in  the
pro  forma net income amounts presented because compensation cost
is  reflected over the options' vesting period of up to ten years
and  compensation cost for options granted prior to  January  29,
1995 is not considered.

                                 13 Weeks Ended
                                 April    May 1,
                                  30,      2004
                                 2005
                                          (Restat
                                           ed)
                                 (In thousands,
                                     except
                                per share data)

Net income applicable to common   $405      $251
stockholders, as reported

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

Deduct:
Stock-based employee
compensation expense determined     82       187
under fair value method for all
awards

Pro forma net income applicable   $323     $  64
to common stockholders

Net income per average common
share:
Basic, as reported               $0.07     $0.04
Basic, pro forma                 $0.05     $0.01

Diluted, as reported             $0.04     $0.04
Diluted, pro forma               $0.02     $0.01

11.  Revenue Recognition

      Sales from store locations represented 96% of the Company's
total  sales for the thirteen weeks ended April 30, 2005.   These
sales  are  recognized  at the time of the  customer's  purchase.
During  the  third quarter of 2003, the Company returned  to  the
direct  channel  business by offering direct  response  catalogs.
During  the  third quarter of 2004, the Company returned  to  the
internet  commerce business by offering purchase options  through
its  web  site.   The  sales  related to  these  direct  response
catalogs  and  internet  transactions  were  approximately   four
percent  of  total sales for the thirteen weeks ended  April  30,
2005,  and  a  return reserve was established  for  this  revenue
stream beginning August 2003.  Direct channel and internet  sales
are  recognized at the time the order is shipped to the customer.
All  sales  are net of returns and exclude sales tax.  Gift  card
sales  are  recognized as revenue when the gift card is redeemed,
not when it is sold.

12.
     Earnings per Share

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

                              13 Weeks Ended
                              April    May 1,
                               30,      2004
                              2005
                                       (Resta
                                        ted)
                              (in thousands)

Net income applicable to
common stockholders -          $405      $251
basic

Preferred stock dividends       363         -

Net income applicable to
common stockholders -          $768      $251
diluted

Average common shares         6,222     6,212
outstanding

Effect of dilutive
securities:
Employee stock options           31       376

Convertible preferred        11,391         -
stock

Diluted average common       17,644     6,588
shares outstanding

     Approximately  1,972,291 shares and 801,575 shares  for  the
thirteen   weeks  ended  April  30,  2005  and   May   1,   2004,
respectively, related to outstanding employee stock options, were
not  included in the calculation of diluted earnings per  average
common share because the effect of including those shares is anti-
dilutive as the exercise price of the stock options exceeded  the
average  common stock market price during the respective  period.
For the thirteen weeks ended April 30, 2005, all preferred shares
convertible  into common shares were included in the  calculation
of   diluted   earnings  per  average  common  share.    However,
approximately   598,519   preferred   shares   convertible   into
11,226,772  common shares, for the thirteen weeks  ended  May  1,
2004 were not included in the calculation of diluted earnings per
average common share because the effect of including those shares
is anti-dilutive.

13.  Reclassifications

     Certain reclassifications have been made to the January  29,
2005  balances  to  conform to the April 30,  2005  presentation.
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     From  time  to time, the Company may publish forward-looking
statements  relating  to  certain matters  including  anticipated
financial performance, business prospects, the future opening  or
closing   of   stores,  inventory  levels,  anticipated   capital
expenditures,  and  other  matters.  All  statements  other  than
statements of historical fact contained in this Form 10-K  or  in
any  other  report of the Company are forward-looking statements.
The  Private Securities Litigation Reform Act of 1995 provides  a
safe  harbor for forward-looking statements.  In order to  comply
with  the  terms of that safe harbor, the Company  notes  that  a
variety of factors, individually or in the aggregate, could cause
the  Company's actual results and experience to differ materially
from  the anticipated results or other expectations expressed  in
the   Company's  forward-looking  statements  including,  without
limitation,  the  following:   the  ability  of  the  Company  to
generate cash flow from operations in amounts sufficient to  meet
debt  obligations  and  provide working  capital  and  funds  for
growth, consumer spending trends and habits; competition  in  the
retail  clothing  segment;  the  customary  risks  of  purchasing
merchandise  abroad, including longer lead times, higher  initial
purchase  commitments  and  foreign  currency  fluctuations;  the
Company's  ability  to  attract and retain  qualified  personnel;
weather  conditions in the Company's operating regions; laws  and
government regulations; general business and economic conditions;
availability  of capital; the existence or absence  of  operating
initiatives,  publicity,  advertising  and  promotional  efforts;
changes in accounting policies; and the ability of new management
to improve the Company's financial condition and performance.  In
addition,  the  Company  disclaims any intent  or  obligation  to
update those forward-looking statements.

Overview

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

Results of Operations

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

                              13 Weeks Ended
                              April    May 1,
                               30,      2004
                              2005
                                       (Restat
                                         ed)

Sales                         100.0%    100.0%

Costs of goods sold            (60.4)   (61.5)

Selling, general and          (30.8)   (30.0)
administrative expenses

Depreciation and               (4.1)    (4.3)
amortization

Interest expense               (1.4)    (0.9)

Income before income taxes      3.3       3.3

Provision for income taxes        -         -

Net income                      3.3%      3.3%

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

                          13 Weeks Ended
                         April     May 1,
                          30,       2004
                          2005

Sales (000's)            23,965    24,169

Total sales decrease      (0.8)%    (2.1)%
Change in comparable
store sales                 0.1%      8.6%
(52 week basis)
Store locations:
Existing stores             41        42
Stores closed                -        (1)
New stores opened            -         -
Total stores at end of      41        41
period

      The  Company opened no new stores during the thirteen weeks
ended April 30, 2005 and May 1, 2004 and closed no stores for the
thirteen  weeks  ended April 30, 2005 compared  to  the  thirteen
weeks  ended  May  1, 2004 in which one store  was  closed.   The
Company  currently has no plans to close additional stores.   The
positive  comparable  store sales for the  thirteen  weeks  ended
April 30, 2005 are primarily due to the favorable response by the
Company's customers to the merchandise assortments.

      Gross margin represents net sales less cost of products and
merchandising.   Cost  of  products  and  merchandising  consists
primarily  of product costs (e.g., product development, sourcing,
merchandising, inventory control, inventory acquisition costs and
inventory  markdowns) and operating costs (e.g., occupancy  costs
for the Company's retail stores).  The Company's gross margin was
39.6% for the first quarter of 2005, as compared to 38.5% in  the
same  period  of  last year.  The increase  in  gross  margin  is
primarily   attributable  to  selling  a  larger  percentage   of
merchandise at full price due to less promotional activities.

       Selling,  general  and  administrative  expenses   consist
primarily of retail store selling costs, costs to produce,  print
and  distribute  direct response catalogs, as well  as  corporate
administrative   costs.  Selling,  general   and   administrative
expenses  (including  advertising and catalog  production  costs)
increased  to  30.8%  of  sales for the  first  quarter  of  2005
compared to 30.0% for the first quarter of 2004.  The increase is
principally due to the production costs of the Company's Mother's
Day  catalog  which were expensed in the first  quarter  of  2005
compared  to  the  second  quarter of  2004.   The  timing  shift
resulted  from  an earlier mailing date for the catalog  in  2005
compared  to  2004.   The majority of the sales  related  to  the
Mother's Day catalog are recognized in May of both 2005 and 2004.

      For  the  first quarter of 2005, the Company  reported  net
income  of $782,000 as compared to net income of $791,000 in  the
same  period  of  the  previous  year.   After  consideration  of
preferred  stock  dividends  and  accretion  of  preferred  stock
issuance costs, net income applicable to common stockholders  for
the  first  quarter  of 2005 was $405,000 or  $0.04  per  diluted
($0.07  per  basic  share), compared to  $251,000  or  $0.04  per
diluted and basic share, in the same period of the previous year.

       The   average  balance  of  total  outstanding  debt   was
$22,997,000 for the thirteen weeks ended April 30, 2005  compared
to  $19,244,000  for the same period of 2004.  This  increase  in
average  balances  resulted  principally  from  the  increase  in
inventory  levels  from  the  same  period  of  the  prior  year.
Inventory   levels   were  higher  because   spring   merchandise
commitments were greater in the first quarter of 2005 compared to
the  same  period  of the prior year, and summer merchandise  was
delivered earlier in 2005 compared to 2004.

Liquidity and Capital Resources

     The Company's working capital needs arise primarily from the
need  to support costs incurred in advance of revenue generation,
such   as  inventory  acquisition  and  direct  response  catalog
development, production and mailing costs.  Other liquidity needs
relate to the revolving customer charge accounts on the Company's
proprietary  credit card, the need to cover operating  cash  flow
deficits  and  to invest in remodeling, fixtures  and  equipment.
The Company recognizes two selling seasons that correspond to the
fashion seasons.  The spring season begins in January and ends in
July.   The fall season begins in July and ends in January.   The
Company  has  relied on its bank credit facility  to  meet  these
needs as well as proceeds from preferred stock investments of  $6
million  in  February  2001, $4 million in  August  2002  and  $5
million  in  February  2003.   The  Company  experienced  deficit
operating  cash flows of $2,854,000 for the thirteen weeks  ended
April  30,  2005  compared  to deficit operating  cash  flows  of
$405,000 for the thirteen weeks ended May 1, 2004.  This decrease
in  cash  flows  is principally related to the  increase  of  the
Company's  merchandise  inventories and a  decrease  in  accounts
payable  compared  to  the same period of  2004.   The  Company's
ability  to achieve positive cash flows from operating activities
depends  on  its ability to continue to improve sales  and  gross
margin  which  should allow the Company to sustain  a  return  to
profitability.   Additionally, the Company may  experience  needs
for additional capital.  While the Company has been successful in
covering cash flow deficits through line of credit borrowings and
private equity investments from its principal shareholders, there
can be no assurances that these, or any other financing resources
will be available for future needs.

     The Company's original three-year credit facility with Wells
Fargo  Retail  Finance  II, LLC, ("WFRF")  was  entered  into  on
February  5,  2003  and  provided  the  Company  with  a  maximum
available  credit  limit  of  $22 million.   This  agreement  was
scheduled  to  expire in February 2006.  As discussed  below,  on
April  29,  2004, the maximum available credit line was increased
to  the  lesser  of  $25 million or $22 million plus  outstanding
participant  advances, and the expiration date  was  extended  to
February   5,   2007.   The  credit  facility   is   secured   by
substantially all assets of the Company and its subsidiaries  and
is  subject  to a borrowing base calculation based  primarily  on
inventory  and  accounts  receivable.   The  facility   has   two
financial  covenants, a minimum excess availability  covenant  of
$1.35   million  and  a  maximum  capital  expenditure  covenant,
established at $2.75 million for 2005.  Interest rates under  the
facility  are  at prime plus 0.5% or LIBOR plus 2.50%,  with  the
ability  to  reduce  the  rate if the  Company  achieves  certain
financial  criteria.   The balance outstanding on  the  Company's
line  of  credit at April 30, 2005 was approximately  $22,326,000
which  includes  the  $4  million outstanding  under  the  bridge
facility  discussed  below.   At April  30,  2005  the  Company's
availability under the WFRF line of credit was approximately $4.2
million  above  the  minimum availability  requirement  of  $1.35
million  and  the  average interest rate on the credit  line  was
5.63%.

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

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

     The  Company  was in compliance with its debt covenants  for
the quarter ended April 30, 2005.  Although the Company's line of
credit with WFRF does not expire until February 2007, the Company
has classified its borrowings under its line of credit as current
in  its  consolidated  balance sheets due to  the  terms  of  its
agreement with the lender.  Under the bank agreement, there is an
acceleration clause which potentially allows the bank  to  demand
immediate  payment  of  all  outstanding  borrowings   upon   the
occurrence  of  a  material  adverse  change  in  the   Company's
operations   or  financial  position.   Determination   of   what
constitutes a material adverse change is at the discretion of the
bank,  however,  it is subject to reasonableness  standards.   In
addition,  the  Company  is  required  to  maintain  a   lock-box
agreement  with  the  bank whereby all cash received  is  applied
against  current  borrowings.  As a result of  these  items,  the
Company is required to classify its line of credit borrowings  as
current   as   proscribed   by   EITF   95-22,   "Balance   Sheet
Classification  of Borrowings Outstanding under Revolving  Credit
Agreements that include both a Subjective Acceleration Clause and
a Lock-Box Arrangement."

     At  April 30, 2005 the Company's availability under the WFRF
line  of  credit was approximately $4,173,000 million  above  the
minimum availability requirement of $1.35 million and the average
interest rate on the credit line was 5.63%.  The Company's credit
line  had  an average balance of $21,223,000 and $17,678,000  for
the  thirteen  weeks  ended  April 30,  2005  and  May  1,  2004,
respectively.   During the thirteen weeks ended April  30,  2005,
the  WFRF line of credit had a high balance of $22,746,000.   The
balance outstanding on April 30, 2005 was $22,326,000.

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

                             April    January    May 1,
                              30,       29,      2004
                             2005      2005
                                                (Restat
                                                  ed)
Working capital (000's)      $1,690    $(439)      $966
(1)
Current ratio (1)            1.05:1     .99:1    1.04:1
Ratio of working capital      .04:1    (.01):     .02:1
to total assets (1)                         1
Ratio of total debt to
stockholders' equity  and    3.28:1    2.98:1    2.34:1
preferred stock (2)

( Long-term  debt  is  classified as current  to  comply
1 with accounting pronouncement EITF 95-22.  See Note  6
) to  the  Consolidated  Financial Statements  for  more
 information.  If the debt under the Company's line  of
 credit  was  classified as long-term, working  capital
 would  be $24,016, $18,739 and $18,718 in April  2005,
 January  2005  and  May  2004,  respectively;  current
 ratio  would  be  3.73:1, 2.74:1 and 2.96:1  in  April
 2005,  January  2005 and May 2004,  respectively;  and
 working capital to total assets would be .53:1,  .44:1
 and  .43:1  in April 2005, January 2005 and May  2004,
 respectively.  These calculations are considered  non-
 GAAP   measures.   These  measures   should   not   be
 considered  as  an alternative to working  capital  or
 other  GAAP financial measurements as an indicator  of
 the  Company's liquidity.  Because the Company's  line
 of   credit  does  not  expire  until  February  2007,
 management   feels  these  measures  are  helpful   to
 investors.
( Preferred  stock  is  treated  as  equity   for   this
2 calculation.   This calculation is considered  a  non-
) GAAP  measure.  This measure should not be  considered
 as  an  alternative to the Company's ratio of debt  to
 equity  or  other  GAAP financial measurements  as  an
 indicator  of  the Company's liquidity.  Although  the
 Company's  preferred shareholders  maintain  effective
 control  over the Company, management believes showing
 the   preferred  stock  as  stockholders'  equity   is
 meaningful to investors.

Seasonality

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

Inflation

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

Critical Accounting Estimates and Commitments

      There  have  been  no  material changes  in  the  Company's
critical  accounting estimates or in its commitments  from  those
disclosed  in  the company's Annual Report on Form 10-K  for  the
year ended January 29, 2005.

ITEM  3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT  MARKET
RISK

     The  primary  objective  of this disclosure  is  to  provide
forward-looking  quantitative and qualitative  information  about
the  Company's  potential exposure to  market  risks.   The  term
"market  risk" for the Company refers to the risk of loss arising
from  adverse  changes  in  interest rates  and  various  foreign
currencies.   The  disclosures  are  not  meant  to  be   precise
indicators  of  expected future losses, but rather indicators  of
reasonably  possible  losses.  There  have  been  no  significant
changes  to  this  forward-looking information during  the  first
quarter of 2005 that would materially alter the Company's  market
risk exposures.

ITEM 4.   CONTROLS AND PROCEDURES

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

                             PART II

ITEM 1.   LEGAL PROCEEDINGS

     None.

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

     On  February 1, 2005, 1,230 shares of the Company's  Amended
Series 2001-A Preferred Stock ("2001 Preferred") were issued as a
dividend to one of the existing holders of 2001 Preferred at  his
election  pursuant to the original terms of the  2001  Preferred.
Each  share  of  2001  Preferred  issued  in  this  dividend   is
convertible  into  approximately 13.79 shares of  Company  common
stock.

     On April 1, 2005, 2,307 shares of the Company's Series 2002-
A Preferred Stock ("2002 Preferred") were issued as a dividend to
two  of  the existing holders of 2002 Preferred at their election
pursuant to the original terms of the 2002 Preferred.  Each share
of  2002  Preferred issued in this dividend is  convertible  into
approximately 16.00 shares of Company common stock.

     Also,  on April 1, 2005, 277 shares of the Company's  Series
2003-A  Preferred  Stock  ("2003 Preferred")  were  issued  as  a
dividend to one of the existing holders of the 2003 Preferred  in
accordance  with the original terms of the 2003 Preferred.   Each
share  of  2003 Preferred issued in this dividend is  convertible
into approximately 80.00 shares of Company common stock.

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

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     None.

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

       None.

ITEM 5.   OTHER INFORMATION

      Effective  April  25,  2005 the  Company  entered  into  an
agreement  with  Gerald Kucera to sell the Austin,  Texas  outlet
store  location at a sales price of $2.5 million.  The  agreement
was  amended  on  May  26, 2005 to extend the feasibility  period
allowed the prospective buyer for due diligence.  The feasibility
period  is scheduled to end on June 27, 2005 and can be  extended
by  the buyer for an additional 15 days if certain procedures are
followed.   There  can be no assurances that this  sale  will  be
concluded,  as the buyer has the ability to cancel  the  contract
until  the  feasibility period has expired.  If the sale  of  the
building were to close, the Company expects to record a  gain  on
the   sale   of  the  building  of  approximately  $1.6  million.
Additionally,  the Company would plan to relocate the  outlet  to
another  leased  space in the Austin area.  Under  the  agreement
with  Kucera,  the Company has the ability to lease the  existing
premises for a period of up to nine months after closing  of  the
sale.

ITEM 6.   EXHIBITS

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

No.  Description

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

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

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

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

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

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

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

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

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

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

10.  Amended and Restated Lease Agreement dated as of June  20,
3    2001   between  Company  and  329  Partners   II   Limited
     Partnership     (Outlet    Store,    Norman,     Oklahoma)
     (Incorporated by reference to Exhibit 10.6  to  Form  10-K
     for the year ended February 2, 2002).

10.  2002  Performance  and Equity Incentive Plan  of  Company.
4*   (Incorporated  by reference to Definitive Proxy  Statement
     dated  May  17,  2002, for annual meeting of  shareholders
     held on June 20, 2002.

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

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

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

10.  First  Amendment to Stock Option Agreement dated  February
8*   9,  2004  between Company and Clark Hinkley  (Incorporated
     by  reference  to Exhibit 10.8 to Form 10-K for  the  year
     ended January 31, 2004).

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

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

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

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

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

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

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

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

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

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

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

10.  First Amendment to Voting Agreement dated as of August  2,
20   2002,  by  and  among  Harold's Stores,  Inc.,  Inter-Him,
     N.V.,  W.  Howard  Lester, William  E.  Haslam,  Clark  J.
     Hinkley,  Margaret A. Gilliam, Harold G. Powell,  Anna  M.
     Powell,  Rebecca  Powell  Casey, H.  Rainey  Powell,  Lisa
     Powell  Hunt, Clay M. Hunt and Arvest Trust Company,  N.A.
     (Incorporated  by reference to Exhibit 10.4  to  Form  8-K
     dated August 2, 2002).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                           SIGNATURES

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



                      HAROLD'S STORES, INC.

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

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


 Date: June 14, 2005

                           INDEX TO EXHIBITS

No.  Description

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

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

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

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

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

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

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

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

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

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

10.  Amended and Restated Lease Agreement dated as of June  20,
3    2001   between  Company  and  329  Partners   II   Limited
     Partnership     (Outlet    Store,    Norman,     Oklahoma)
     (Incorporated by reference to Exhibit 10.6  to  Form  10-K
     for the year ended February 2, 2002).

10.  2002  Performance  and Equity Incentive Plan  of  Company.
4*   (Incorporated  by reference to Definitive Proxy  Statement
     dated  May  17,  2002, for annual meeting of  shareholders
     held on June 20, 2002.

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

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

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

10.  First  Amendment to Stock Option Agreement dated  February
8*   9,  2004  between Company and Clark Hinkley  (Incorporated
     by  reference  to Exhibit 10.8 to Form 10-K for  the  year
     ended January 31, 2004).

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

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

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

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

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

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

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

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

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

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

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

10.  First Amendment to Voting Agreement dated as of August  2,
20   2002,  by  and  among  Harold's Stores,  Inc.,  Inter-Him,
     N.V.,  W.  Howard  Lester, William  E.  Haslam,  Clark  J.
     Hinkley,  Margaret A. Gilliam, Harold G. Powell,  Anna  M.
     Powell,  Rebecca  Powell  Casey, H.  Rainey  Powell,  Lisa
     Powell  Hunt, Clay M. Hunt and Arvest Trust Company,  N.A.
     (Incorporated  by reference to Exhibit 10.4  to  Form  8-K
     dated August 2, 2002).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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