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 July 31, 2004

                                  OR

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

For the transition period from __________ to
__________


Commission File No.  1-10892


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



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

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

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

               Yes   [X]                     No   [   ]

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

             Yes   [   ]                     No   [X]

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

As of August 31, 2004, the registrant had 6,219,292 shares of Common
Stock outstanding.



                  Harold's Stores, Inc. & Subsidiaries
                                Index to
                      Quarterly Report on Form 10-Q
                   For the Period Ended July 31, 2004


Part I - FINANCIAL INFORMATION                                        Pag
                                                                       e

Item Financial Statements
1.

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

     Consolidated Statements of Operations -
          Thirteen and Twenty-Six Weeks ended July 31, 2004             5
          (unaudited) and August 2, 2003 (unaudited)

     Consolidated Statements of Cash Flows -
          Twenty-six Weeks ended July 31, 2004 (unaudited) and          6
          August 2, 2003 (unaudited)

     Notes to Interim Consolidated Financial Statements                 7

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

Item Quantitative and Qualitative Disclosure About Market Risk         15
3.

Item Controls and Procedures                                           15
4.

Part II - OTHER INFORMATION

Item Legal Proceedings                                                 16
1.

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

Item Defaults Upon Senior Securities                                   16
3.

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

Item Other Information                                                 17
5.

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

     Signatures                                                    7   18


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

                                    July 31,  January
                                     2004       31,
                                               2004
                                    (Unaudit
                                      ed)

Current assets:

Cash and cash equivalents                 $         $
                                        767     1,118
Trade accounts receivable, less
allowance for doubtful accounts       6,311     7,120
of $200 as of July 31 and
January 31
Note and other receivables               51       109
Merchandise inventories              18,696    17,713
Prepaid expenses                      1,872     1,130

Total current assets                 27,697    27,190

Property and equipment, at cost      30,693    30,037
Less accumulated depreciation        (21,25     (20,06
and amortization                         5)         4)

Net property and equipment            9,438     9,973

Total assets                         $37,13    $37,16
                                          5         3




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

                                    July 31,   January
                                     2004       31,
                                               2004
                                    (Unaudi
                                       ted)

Current liabilities:

Accounts payable                           $        $
                                      7,012    7,526
Redeemable gift certificates            677      926
Accrued payroll expenses and            891      890
bonuses
Accrued rent expense                    125      102
Current maturities of long-term      18,449    16,85
debt (See Note 5)                                  8

Total current liabilities            27,154    26,30
                                                   2

Accrued rent expense, net of          1,270    1,247
current maturities
Long-term debt, net of current        1,279    1,358
maturities

Total liabilities                    29,703    28,90
                                                   7

Commitments and contingencies
(See Note 7)

Convertible preferred stock of
$.01 par value
Amended      Series      2001-A,
authorized    600,000    shares,
issued  and outstanding  333,862      6,677    6,627
as  of July 31 and 331,631 as of
January 31
Series     2002-A,    authorized
300,000   shares,   issued   and
outstanding 213,154 as  of  July      4,234    4,133
31 and 208,803 as of January 31
Series     2003-A,    authorized
100,000   shares,   issued   and
outstanding 53,964 as of July 31      5,358    5,151
and 52,024 as of January 31
2001-A  and  2002-A entitled  to
$20.00  per  share,  and  2003-A
entitled  to $100.00 per  share,
in  each  case plus accrued  but
unpaid dividends in liquidation

                                     16,269    15,91
                                                   1

Stockholders' deficit:

Common stock of $.01 par value
 Authorized  25,000,000  shares;
   issued     and    outstanding         62       62
   6,218,692 as of July  31  and
   6,209,147 as of January 31
Additional paid-in capital           34,463    34,44
                                                   9
Accumulated deficit                  (43,36     (42,1
                                         0)       64)
                                     (8,835     (7,65
                                          )        3)
Less:  Treasury stock of 205 shares
as  of  July  31 and January  31        (2)       (2)
recorded at cost
Total stockholders' deficit          (8,837     (7,65
                                          )        5)

Total liabilities and                $37,13    $37,1
stockholders' deficit                     5       63


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

                               13 Weeks Ended     26 Weeks Ended
                                July    August     July    August
                                31,       2,       31,       2,
                                2004     2003      2004     2003
                                          (Unaudited)

Sales                           $19,2    $19,5     $43,4    $44,2
                                   90       61        58       55

Costs and expenses:
Costs of goods sold (including
occupancy and central buying
expenses, exclusive of items    13,13    13,73     28,27    31,25
shown separately below)             4        7         1        8

Selling, general and             6,412    6,381     13,66    13,37
administrative expenses                                9        9

Depreciation and amortization     770      939     1,551    1,908

Store closing expenses              -      462         -    1,630

Interest expense                  203      201       418      428

Total costs and expenses        20,51    21,72     43,90    48,60
                                    9        0         9        3

Loss before income taxes       (1,229    (2,15     (451)    (4,34
                                    )       9)                 8)

Benefit for income taxes            -        -         -        -

Net loss                       $(1,22    $(2,1         $    $(4,3
                                   9)      59)     (451)      48)


NET LOSS APPLICABLE TO COMMON
STOCKHOLDERS:

Net loss                       $(1,22    $(2,1         $    $(4,3
                                   9)      59)     (451)      48)

Less:  Preferred stock
dividends and accretion of        205      376       746      702
preferred stock issuance
costs

Net loss applicable to common  $(1,43    $(2,53   $(1,19   $(5,05
stockholders                       4)        5)       7)       0)

Net loss per common share:
Basic and diluted              $(0.23    $(0.4     $(0.1    $(0.8
                                    )       2)        9)       3)



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

                                      26 Weeks Ended
                                    July 31,   August
                                      2004       2,
                                                2003
                                       (Unaudited)

Cash flows from operating
activities:
Net loss                                   $          $
                                       (451)    (4,348)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and amortization          1,551      1,908
Gain on sale of assets                  (45)       (54)
Changes in assets and
liabilities:
Decrease in trade and other              860        302
accounts receivable
Increase (decrease) in                 (983)        955
merchandise inventories
Increase (decrease) in prepaid         (742)        134
expenses
Decrease in accounts payable           (372)    (2,294)
Decrease in accrued expenses           (202)      (503)

Net cash used in operating             (384)    (3,900)
activities

Cash flows from investing
activities:
Acquisition of property and          (1,017)      (315)
equipment
Proceeds from disposal of                 45         77
property and equipment
Issuance of note receivable              (2)          -
Payments received for notes                9          5
receivable

Net cash used in investing             (965)      (233)
activities

Cash flows from financing
activities:
Payments on long-term debt             (135)     (1,149
                                                      )
Advances on revolving line of         49,963     50,903
credit
Payments on revolving line of        (48,316    (50,228
credit                                     )          )
Proceeds from sale of preferred            -      4,986
stock
Proceeds from issuance of common          14          -
stock
Preferred stock dividends              (528)      (426)

Net cash provided by financing           998      4,086
activities

Decrease in cash                       (351)       (47)
Cash and cash equivalents at           1,118        483
beginning of period
Cash and cash equivalents at end           $         $
of period                                767       436


Non-cash investing and financing
activities:
Issuance of preferred stock in           142          -
lieu of rent
Preferred stock dividends paid           184        205
in shares of stock

             HAROLD'S STORES, INC. AND SUBSIDIARIES
       NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                July 31, 2004 and August 2, 2003
                           (Unaudited)

1.   Unaudited Interim Periods

      In the opinion of the Company's management, all adjustments
(all of which are normal and recurring) have been made which  are
necessary  to fairly state the financial position of the  Company
as  of  July 31, 2004 and the results of its operations and  cash
flows  for  the  thirteen week and twenty-six week periods  ended
July 31, 2004 and August 2, 2003.  The results of operations  for
the thirteen week and twenty-six week periods ended July 31, 2004
and  August 2, 2003 are not necessarily indicative of the results
of  operations  that may be achieved for the  entire  year.   For
further   information,   refer  to  the  consolidated   financial
statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended January 31, 2004.

2.   Definition of Fiscal Year

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

3.   Basis of Presentation

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

4.   Impact of New Accounting Pronouncements

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

     In  January  2003,  the FASB issued Interpretation  No.  46,
"Consolidation  of Variable Interest Entities, an  interpretation
of  Accounting  Research Bulletin No. 51"  ("FIN  46").   FIN  46
requires  the  consolidation of entities in which  an  enterprise
absorbs  a  majority of the entity's expected losses, receives  a
majority of the entity's expected residual returns, or both, as a
result of ownership, contractual or other financial interests  in
the entity.  Currently, entities are generally consolidated by an
enterprise  when it has a controlling financial interest  through
ownership  of a majority voting interest in the entity.   FIN  46
applies  immediately to variable interest entities created  after
January  31, 2003, and to variable interest entities in which  an
enterprise  obtains an interest after that date.  It  applies  in
the  first fiscal year or interim period beginning after June 15,
2003,  to variable interest entities in which an enterprise holds
a  variable  interest that it acquired before February  1,  2003.
FIN  46  may  be  applied prospectively with a  cumulative-effect
adjustment  as  of the date on which it is first  applied  or  by
restating previously issued financial statements for one or  more
years with a cumulative-effect adjustment as of the beginning  of
the  first year restated.  On October 8, 2003, the FASB  deferred
the  effective date of FIN 46 for all variable interests held  in
all  entities  acquired prior to February 1, 2003 until  December
31,  2003.   The  Company's adoption of FIN 46  did  not  have  a
material impact on the Company's financial position.

5.   Long-term Debt

     The Company's original three-year credit facility with Wells
Fargo  Retail  Finance  II, LLC, ("WFRF")  was  entered  into  on
February  5,  2003  and  provided  the  Company  with  a  maximum
available  credit  limit  of  $22 million.   This  agreement  was
scheduled  to expire in February, 2006.  As discussed  below,  on
April  29,  2004, the maximum available credit line was increased
to  the  lesser  of  $25 million or $22 million plus  outstanding
participant  advances, and the expiration date  was  extended  to
February   5,   2007.   The  credit  facility   is   secured   by
substantially all assets of the Company and its subsidiaries  and
is  subject  to a borrowing base calculation based  primarily  on
inventory  and  accounts  receivable.   The  facility   has   two
financial  covenants, a minimum excess availability  covenant  of
$1.35   million  and  a  maximum  capital  expenditure  covenant,
established at $2.75 million for 2004.  Interest rates under  the
facility  are  at prime plus 0.5% or LIBOR plus 2.50%,  with  the
ability  to  reduce  the  rate if the  Company  achieves  certain
financial  criteria.   The balance outstanding on  the  Company's
line  of  credit at July 31, 2004 was $18,267,000 which  includes
the  $4  million outstanding under the bridge facility  discussed
below.   At  July 31, 2004 the Company's availability  under  the
WFRF  line  of  credit was approximately $3.7 million  above  the
minimum availability requirement of $1.35 million and the average
interest rate on the credit line was 3.94%.

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

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

     The  Company  was in compliance with its debt covenants  for
the quarter ended July 31, 2004.  Although the Company's line  of
credit with WFRF does not expire until February 2007, the Company
has classified its borrowings under its line of credit as current
in  its  consolidated  balance sheet 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 borrowings  as  current  as
proscribed  by  EITF  95-22,  "Balance  Sheet  Classification  of
Borrowings  Outstanding  under Revolving Credit  Agreements  that
include  both  a  Subjective Acceleration Clause and  a  Lock-Box
Arrangement."

6.   Income Taxes

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

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

     In  the  event of an ownership change (as defined for income
tax  purposes),  Section  382  of  the  Code  imposes  an  annual
limitation  on the amount of a corporation's taxable income  that
can  be  offset  by  these  carryforwards.   The  limitation   is
generally  equal to the product of (i) the fair market  value  of
the  equity  of  the  Company multiplied  by  (ii)  a  percentage
approximately  equivalent to the yield on  long-term  tax  exempt
bonds during the month in which an ownership change occurs.

7.   Commitments and Contingencies

     The  Company  is  occasionally involved in  various  claims,
administrative agency proceedings and litigation arising  out  of
the  normal  conduct of its business.  At July  31,  2004,  there
existed  only one minor litigation matter.  Although the ultimate
outcome of such litigation cannot be predicted, the management of
the  Company,  after  discussions  with  counsel,  believes  that
resulting liability, if any, will not have a material effect upon
the Company's financial position or results of operations.

8.   Preferred Stock

     On  February  28, 2001, the Company executed a  definitive
agreement  to  allow an investor to purchase from  the  Company
300,000  shares  of  convertible preferred stock  for  a  total
purchase  price  of  $6  million.  Under this  preferred  stock
agreement,  each  of  the 300,000 initially  issued  shares  of
preferred  stock are convertible into 15.6863 shares of  common
stock  of the Company.  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  are  payable
50%  in  cash  and 50% in additional shares of preferred  stock
until February 28, 2003 and thereafter 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.   Following  the  third  anniversary  of   the
original issuance date, the preferred shares are 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 issued shares of
preferred  stock  are  convertible into  common  stock  of  the
Company  at  a  fixed rate of $2.72 per share.   The  preferred
shares  have voting rights equal to the number of common shares
into  which  they  may  be  converted.   Until  converted,  the
preferred stock is entitled to receive quarterly dividends that
cumulate  annually at a rate of 8% per annum, which is  reduced
to 6% per annum if certain profitability targets are met by the
Company.   Dividends  are  payable  50%  in  cash  and  50%  in
additional  shares of preferred stock until July  1,  2003  and
thereafter 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.   The  Series  2003-A
Preferred  Stock 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
2002-A  Preferred  Stock.  The percentage ownership  of  common
stock on an as-converted basis by Inter-Him and Mr. de Waal  is
approximately  52.0%  (assuming  conversion  of  all   of   the
Company's outstanding preferred stock).

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

9.   Stock Options

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

      Had  the Company elected to recognize compensation  expense
based  on the fair value of the stock options granted as of their
grant date per the standards of Statement of Financial Accounting
Standards No. 123, the Company's 2004 and 2003 pro forma net loss
and  pro  forma net loss per share would have differed  from  the
amounts  actually reported as shown in the table below.  The  pro
forma  amounts shown reflect only options granted in 1995 through
2004.   Therefore,  the  full impact of calculating  compensation
cost for stock options based on their fair value is not reflected
in  the pro forma net loss amounts presented because compensation
cost  is reflected over the options' vesting period of up  to  10
years  and compensation cost for options granted prior to January
29, 1995 is not considered.

                                 13 Weeks Ended     26 Weeks Ended
                                 July     August    July     August
                                  31,       2,       31,       2,
                                 2004      2003     2004      2003
                                  (In thousands, except per share
                                               data)

Net loss applicable to common   $(1,434   $(2,53    $(1,19         $
stockholders, as reported             )       5)        7)   (5,050)

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

Deduct:
Stock-based employee
compensation expense determined    205       102      420       362
under fair value method for all
awards

Pro forma net loss applicable   $(1,639   $(2,637  $(1,617   $(5,412
to common stockholders                )         )        )         )

Net loss per average common
share:
Basic, as reported              $(0.23)   $(0.42    $(0.19   $(0.83
                                               )         )        )
Basic, pro forma                $(0.26)   $(0.43    $(0.26   $(0.89
                                               )         )        )

Diluted, as reported            $(0.23)   $(0.42    $(0.19   $(0.83
                                               )         )        )
Diluted, pro forma              $(0.26)   $(0.43    $(0.26   $(0.89
                                               )         )        )

10.  Revenue Recognition

      Sales from store locations represented 99% of the Company's
total  sales  for  the  first half  of  2004.   These  sales  are
recognized  at the time of the customer's purchase.   During  the
third quarter of 2003, the Company returned to the direct channel
business by offering direct response catalogs.  The sales related
to  these catalogs were approximately one percent of total  sales
for  the  twenty-six  weeks ended July 31,  2004,  and  a  return
reserve was established for this revenue stream beginning  August
2003.   Direct channel sales are recognized at the time the order
is  shipped  to the customer.  All sales are net of  returns  and
exclude  sales  tax.  Gift card sales are recognized  as  revenue
when the gift card is redeemed, not when it is sold.

11.  Earnings per Share

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

                              13 Weeks Ended      26 Weeks Ended
                              July     August     July     August
                               31,       2,        31,       2,
                              2004      2003      2004      2003
                                        (in thousands)

Net loss applicable to
common shareholders -        $(1,434    $(2,53    $(1,19   $(5,050
basic and diluted                  )        5)        7)         )

Average common shares          6,215     6,099     6,213     6,099
outstanding

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

Convertible preferred              -         -         -         -
stock

Diluted average common         6,215     6,099     6,213     6,099
shares outstanding

     Approximately  907,842 shares and 2,095,314 shares  for  the
twenty-six  weeks  ended  July  31,  2004  and  August  2,  2003,
respectively, related to outstanding employee stock options, were
not  included in the calculation of diluted earnings per  average
common share because the effect of including those shares is anti-
dilutive as the exercise price of the stock options exceeded  the
average  common stock market price during the respective  period.
Approximately  600,980 and 588,209 preferred  shares  convertible
into  11,299,851 and 11,091,008 common shares, for the twenty-six
weeks ended July 31, 2004 and August 2, 2003, respectively,  were
not  included in the calculation of diluted earnings per  average
common share because the effect of including those shares is anti-
dilutive.
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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 operations.

                              13 Weeks Ended      26 Weeks Ended
                              July     August     July     August
                               31,       2,        31,       2,
                              2004      2003      2004      2003

Sales                         100.0%    100.0%    100.0%    100.0%

Costs of goods sold            (68.1)    (70.2)    (65.0)   (70.6)

Selling, general and          (33.2)    (32.6)    (31.4)   (30.2)
administrative expenses

Depreciation and               (4.0)     (4.8)     (3.6)    (4.3)
amortization

Store closing expenses            -      (2.4)        -     (3.7)

Interest expense               (1.1)     (1.0)     (1.0)    (1.0)

Loss before income taxes       (6.4)    (11.0)     (1.0)    (9.8)

Benefit for income taxes          -         -         -         -

Net loss                      (6.4)%   (11.0)%    (1.0)%    (9.8)%

      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      26 Weeks Ended
                          July     August     July     August
                          31,        2,       31,        2,
                          2004      2003      2004      2003

Sales (000's)            19,290    19,561    43,458    44,255

Total sales (decrease)    (1.4)%      0.2%    (1.8)%      1.4%
increase
Change in comparable
store sales                 2.3%      9.4%      5.7%      7.9%
(52 week basis)
Store locations:
Existing stores             41        45        42        50
Stores closed                -        (3)       (1)       (8)
New stores opened            -         -         -         -
Total stores at end of      41        42        41        42
period

      The  Company opened no new stores, relocated one store  and
closed one store during the twenty-six weeks ended July 31,  2004
compared to the twenty-six weeks ended August 2, 2003 in which no
new  stores were opened, one store was relocated, one  store  was
expanded and eight stores were closed.  The Company has no  plans
to  close  additional  stores.   The  2003  store  closings  were
responsible for the total sales decline for the twenty-six  weeks
ended  July  31, 2004 compared to the same period  of  the  prior
year.   The  increasing 2004 comparable store sales are primarily
due  to the favorable response by the Company's customers to  the
merchandise assortments.

      The Company's gross margin was 31.9% for the second quarter
of  2004,  as compared to 29.8% in the same period of last  year.
The  gross  margin also increased for the twenty-six week  period
ended July 31, 2004 to 35.0% from 29.4% during the same period of
the   prior  year.   As  previously  outlined  in  the  Company's
strategic  objectives, these significant increases in  the  gross
margins   are  primarily  due  to  increased  rates  of   selling
merchandise  at  full  price, resulting  in  fewer  markdowns  of
merchandise.

      Selling,  general  and administrative  expenses  (including
advertising and catalog production costs) increased to  33.2%  of
sales  for the second quarter of 2004 compared to 32.6%  for  the
second  quarter of 2003 and increased to 31.4% of sales  for  the
twenty-six  weeks ended July 31, 2004 compared to 30.2%  for  the
same  period of the prior year.  The increases are primarily  due
to costs associated with the transition in senior management.

      The Company reported a net loss of $1,229,000 or $0.23  per
basic  and  diluted share during the second quarter of  2004,  as
compared  to  a  net loss of $2,159,000 or $0.42  per  basic  and
diluted  share  for  the second quarter of last  year.   For  the
twenty-six week period ended July 31, 2004, the Company  reported
a  net  loss  of  $451,000 or $0.19 per basic and  diluted  share
compared  to  a  net loss of $4,348,000 or $0.83  per  basic  and
diluted share for the same period of the prior year.  Included in
the  results of the first half of 2003 were costs associated with
the  closing of eight unprofitable stores, and losses  associated
with an event conducted to liquidate excess inventory.  The store
closing  expenses  recorded  in  the  first  half  of  2003  were
$1,630,000.

       The   average  balance  of  total  outstanding  debt   was
$19,195,000 for the twenty-six weeks ended July 31, 2004 compared
to $18,478,000 for the same period of 2003.  This slight increase
in  average balances resulted principally from the timing of fall
merchandise  receipts  which were weighted  more  to  the  second
quarter in 2004 than in 2003.  While inventory at July 31,  2004,
was  slightly  below the levels of the same period of  the  prior
year, the current inventory consists of a greater portion of  new
fall merchandise and a much lower level of clearance inventory.

Liquidity and Capital Resources

     The Company's primary needs for liquidity are to finance its
inventories  and revolving charge accounts, cover operating  cash
flow   deficits  and  to  invest  in  remodeling,  fixtures   and
equipment.  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 $384,000 for the twenty-six weeks
ended  July 31, 2004 compared to deficit operating cash flows  of
$3,900,000  for the twenty-six weeks ended August 2, 2003.   This
increase in cash flows is principally related to the decrease  of
the Company's net loss for the first half of 2004 compared to the
same  period of 2003.  The Company's ability to achieve  positive
cash  flows  from operating activities depends on its ability  to
continue to improve sales and gross margin which should allow the
Company to sustain a return to profitability.  Additionally,  the
Company  may experience needs for additional capital.  While  the
Company  has  been  successful  in covering  cash  flow  deficits
through  line of credit borrowings and private equity investments
from  its principal shareholders, there can be no assurances that
these,  or  any  other financing resources will be available  for
future needs.

     The Company's original three-year credit facility with Wells
Fargo  Retail  Finance  II, LLC, ("WFRF")  was  entered  into  on
February  5,  2003  and  provided  the  Company  with  a  maximum
available  credit  limit  of  $22 million.   This  agreement  was
scheduled  to expire in February, 2006.  As discussed  below,  on
April  29,  2004, the maximum available credit line was increased
to  the  lesser  of  $25 million or $22 million plus  outstanding
participant  advances, and the expiration date  was  extended  to
February   5,   2007.   The  credit  facility   is   secured   by
substantially all assets of the Company and its subsidiaries  and
is  subject  to a borrowing base calculation based  primarily  on
inventory  and  accounts  receivable.   The  facility   has   two
financial  covenants, a minimum excess availability  covenant  of
$1.35   million  and  a  maximum  capital  expenditure  covenant,
established at $2.75 million for 2004.  Interest rates under  the
facility  are  at prime plus 0.5% or LIBOR plus 2.50%,  with  the
ability  to  reduce  the  rate if the  Company  achieves  certain
financial  criteria.  The balance outstanding  on  the  Company's
line  of  credit at July 31, 2004 was $18,267,000 which  includes
the  $4  million outstanding under the bridge facility  discussed
below.   At  July 31, 2004 the Company's availability  under  the
WFRF  line  of  credit was approximately $3.7 million  above  the
minimum availability requirement of $1.35 million and the average
interest rate on the credit line was 3.94%.

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

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

     The  Company  was in compliance with its debt covenants  for
the quarter ended July 31, 2004.  Although the Company's line  of
credit with WFRF does not expire until February 2007, the Company
has classified its borrowings under its line of credit as current
in  its  consolidated  balance sheet 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 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  July 31, 2004 the Company's availability under the  WFRF
line  of  credit was approximately $3,657,000 million  above  the
minimum availability requirement of $1.35 million and the average
interest rate on the credit line was 3.94%.  The Company's credit
line  had  an average balance of $17,663,000 and $16,648,000  for
the  twenty-six  weeks ended July 31, 2004 and  August  2,  2003,
respectively.  During the twenty-six weeks ended July  31,  2004,
the  WFRF line of credit had a high balance of $18,494,000.   The
balance outstanding on July 31, 2004 was $18,267,000.

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

                             July     Januar     August
                              31,      y 31,      2,
                             2004      2004      2003

Working capital (000's)           $      $888    $1,886
(1)                             543
Current ratio (1)            1.02:1    1.03:1    1.07:1
Ratio of working capital      .01:1     .02:1     .05:1
to total assets (1)
Ratio of total debt to       2.65:1    2.21:1    1.80:1
stockholders' equity (2)

( Long-term  debt  is  classified as current  to  comply
1 with accounting pronouncement EITF 95-22.  See Note  5
) to  the  Consolidated  Financial Statements  for  more
 information.  If the debt under the Company's line  of
 credit  was  classified as long-term, working  capital
 would  be  $18,810, $17,508 and $18,654 in July  2004,
 January  2004  and August 2003, respectively;  current
 ratio  would be 3.12:1, 2.81:1 and 2.95 in July  2004,
 January  2004  and  August  2003,  respectively;   and
 working capital to total assets would be .51:1,  .47:1
 and  .47:1 in July 2004, January 2004 and August 2003,
 respectively.
( Preferred  stock  is  treated  as  equity   for   this
2 calculation.
)

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.

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  second
quarter of 2004 that would materially alter the Company's  market
risk exposures.

ITEM 4.   CONTROLS AND PROCEDURES

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

                             PART II

ITEM 1.        LEGAL PROCEEDINGS

     None.

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

     No  shares  of the Company's Amended Series 2001-A Preferred
Stock  ("2001  Preferred") were issued as  dividends  during  the
second quarter ended July 31, 2004.

     On July 1, 2004, 2,197 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 7.78 shares of Company common stock.

     Also,  on  July 1, 2004, 264 shares of the Company's  Series
2003-A  Preferred Stock ("2003 Preferred") were issued as  a  pro
rata  dividend to 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 38.91 shares of Company common stock.

     Because  the  shares  of 2002 Preferred and  2003  Preferred
described  above were all issued as 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

      The 2004 Annual Meeting of Shareholders of the Company  was
held on June 24, 2004.  The following matters were submitted to a
vote of the Company's shareholders:

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

    Director         Votes For      Votes
                                 Withheld

Hubert W. Mullins    14,999,     851,094
                         021

Clark J. Hinkley     14,997,     852,756
                         359

Rebecca Powell       14,994,     855,194
Casey                    921

William E. Haslam    6,601,6 *         -
                          69

James D. Abrams      4,545,4           -
                          52

Robert L.            6,601,6 *         -
Anderson                  69

Margaret A.          4,545,4           -
Gilliam                   52

W. Howard Lester     6,601,6 *         -
                          69

Leonard M. Snyder    15,831,      18,810
                         305

  *The  Company has three series of preferred stock  as  follows:
  Amended   Series  2001-A,  Series  2002-A  and  Series   2003-A
  ("Preferred  Stock").   The  holders  of  Preferred  Stock  are
  entitled  to  vote together with all the other holders  of  the
  Company's  Common  Stock  on  all  matters  presented  to   the
  shareholders  (including  with  respect  to  the  election   of
  directors),  and each share of Preferred Stock is  entitled  to
  cast  a number of votes equal to the number of shares of Common
  Stock  into  which  such  share of  Preferred  Stock  could  be
  converted  at  the conversion rates described in the  preferred
  stock  agreements.   The  holders of the  Preferred  Stock  are
  entitled  voting  as  a  separate class to  elect  a  specified
  number  of  directors.  With respect to these three  directors,
  the  votes represent shares of Preferred Stock voted  in  favor
  of their election.

ITEM 5.   OTHER INFORMATION

     None.

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

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


Exhib
 it     Description
Numbe
  r

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

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

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

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

     (b)  Reports on Form 8-K:  The Company filed a Form 8-K dated May
          25, 2004, reporting under Item 12 a press release announcing its
          earnings and operating results for the quarter ended May 1, 2004.

                           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: September 13, 2004

                           INDEX TO EXHIBITS


Exhib
 it     Description
Numbe
  r

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

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

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

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