17


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                        __________________________


                                 FORM 10-Q
            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                    THE SECURITIES EXCHANGE ACT OF 1934



     For the quarterly period ended                Commission File No. 1-
             July 31, 1999                                  10892


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



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

      765 Asp Norman, Oklahoma  73069                 (405) 329-4045
     (Address of  principal executive                 (Registrant's
                 offices)                           telephone number,
                (Zip Code)                            including area
                                                          code)



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


            Yes      X      .                   No              .


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

      As  of   August  26, 1999, the registrant had 6,075,272  shares  of
Common Stock outstanding.

                           Harold's Stores, Inc.
                                 Index to
                       Quarterly Report on Form 10-Q
                    For the Period Ended July 31, 1999


Part I. - FINANCIAL INFORMATION                                           Page

     Item 1.   Financial Statements

           Consolidated  Balance  Sheets - July 31,  1999  (unaudited)  and
           January 30, 1999                                                  3

           Consolidated Statements of Earnings -
                Thirteen  Weeks and Twenty-Six Weeks ended  July  31,  1999
                (unaudited) and August 1, 1998 (unaudited)                   5

           Consolidated Statements of Cash Flows -
                Twenty-Six Weeks ended July 31, 1999 (unaudited) and August
                1, 1998 (unaudited)                                          6

           Notes to Interim Consolidated Financial Statements                7

      Item 2.   Management's Discussion and Analysis of Financial Condition
                   and Results of Operations                                 8

      Item 3.   Quantitative and Qualitative Disclosure about Market Risk   12

Part II - OTHER INFORMATION


      Item 1.   Legal Proceedings                                           14

      Item 4.   Submission of Matters to a Vote of Security Holders         14

      Item 6.   Exhibits and Reports on Form 8-K                            15

      Signature                                                             16

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

                                             July 31, 1999    January 30, 1999
                                              (Unaudited)
 Current assets:

    Cash                                          $   482           450
    Trade accounts receivable, less
      allowance for doubtful accounts
      of $228 in July and $223 in January           5,981         6,335
    Other accounts receivable                       2,208         1,059
    Merchandise inventories                        33,457        29,486
    Prepaid expenses                                3,158         2,428
    Deferred income taxes                           1,268         1,268

    Total current assets                           46,554        41,026

 Property and equipment, at cost                   32,372        31,304
 Less accumulated depreciation and
   amortization                                   (12,333)     (10,671)

    Net property and equipment                     20,039        20,633

 Other receivables, non-current                     1,167         1,750
 Other assets                                         313           508


    Total assets                                  $68,073        63,917
























   See accompanying notes to interim consolidated financial statements.
                  HAROLD'S STORES, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                   LIABILITIES AND STOCKHOLDERS' EQUITY
                     (In Thousands Except Share Data)

                                              July 31, 1999   January 30, 1999
                                               (Unaudited)
 Current liabilities:

    Current maturities of long-term debt           $    551           549
    Accounts payable                                  3,732         4,460
    Redeemable gift certificates                        308           782
    Accrued bonuses and payroll expenses              1,103         1,533
    Accrued rent expense                                357           178
    Income taxes payable                                 20           480

           Total current liabilities                  6,071         7,982

 Long-term debt, net of current maturities           21,763        16,330
 Deferred income taxes                                   84            84


 Stockholders' equity:

    Preferred stock of $.01 par value
      Authorized 1,000,000 shares; none issued            -             -
    Common stock of $.01 par value
      Authorized 25,000,000 shares; issued and
        outstanding 6,075,182 in July, 6,073,868
        in January                                       60            60
     Additional paid-in capital                      34,170        34,161
     Retained earnings                                5,925         5,300

       Total stockholders' equity                    40,155        39,521


       Total liabilities and stockholders' equity   $68,073        63,917


















   See accompanying notes to interim consolidated financial statements.
                  HAROLD'S STORES, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF EARNINGS
                     (In Thousands Except Share Data)


                                     13 Weeks Ended        26 Weeks Ended
                                    July 31, August 1,   July 31,  August 1,
                                      1999     1998        1999      1998
                                                  (Unaudited)

 Sales                                29,828    27,714     65,128     61,255

 Costs and expenses:
    Cost of goods sold (including
      occupancy and central  buying
      expenses, exclusive of items
      shown separately below)         19,310    18,226     42,530     40,543

    Selling, general and
      administrative expenses          9,113     7,893     18,943     17 205

    Depreciation and amortization      1,084       943      2,233      1,861

    Interest expense                     182       196        398        423


                                      29,689    27,258     64,104     60,032

 Earnings before income taxes and
    cumulative effect of change in
    accounting principle                 139       456      1,024      1,223

    Provision for income taxes            45       183        399        489

 Earnings before cumulative effect
    of change in accounting principle     94       273        625        734

    Cumulative effect of change in
      accounting principle                 -         -          -         50

 Net earnings                             94       273        625        684

 Net earnings per common share
   before cumulative effect of
   change in accounting principle:
    Basic and diluted                   0.02      0.05       0.10       0.12

 Net earnings per common share:
    Basic and diluted                   0.02      0.05       0.10       0.11

 Weighted average number of
    common shares - basic          6,075,041 6,063,786  6,074,499  6,057,403










   See accompanying notes to interim consolidated financial statements.

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

                                            26 Weeks        26 Weeks
                                               Ended           Ended
                                       July 31, 1999  August 1, 1998
                                                  (Unaudited)
 Cash flows from operating activities:
 Net earnings                               $    625        $    684
 Adjustments to reconcile net earnings
    to net cash provided by (used in)
    operating activities:
    Depreciation and amortization              2,233           1,861
    Gain on sale of assets                        (4)            (10)
    Shares issued under employee
      incentive plan                               9             188
    Changes in assets and liabilities:
       Increase in trade and other
         accounts receivable                    (795)            (64)
       Decrease (increase) in
         merchandise inventories              (3,971)            857
       Decrease in other assets                  195             292
       Decrease (increase) in prepaid
         expenses                               (730)            253
       Decrease in prepaid income tax              -             684
       Decrease in accounts payable             (728)            (51)
       Decrease in income taxes payable         (460)              -
       Decrease in accrued expenses             (725)           (151)

 Net cash  provided by (used in)
    operating activities                      (4,351)          4,543

 Cash flows from investing activities:
    Acquisition of property and equipment     (1,642)         (2,511)
    Proceeds from disposal of property
      and equipment                                7              48
    Payment of principal on term loan            583             232

 Net cash used in investing activities        (1,052)         (2,231)

 Cash flows from financing activities:
    Advances on revolving line of credit      27,367          20,832
    Payments on revolving line of credit     (21,252)        (22,280)
    Payments on long-term debt                  (680)           (944)

 Net cash (used in) provided by
    financing activities                       5,435          (2,392)

 Increase (decrease) in cash                      32             (80)
 Cash at beginning of period                     450             130
 Cash at end of period                      $    482        $     50










   See accompanying notes to interim consolidated financial statements.

                  HAROLD'S STORES, INC. AND SUBSIDIARIES
            NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                     July 31, 1999 and August 1, 1998
                                (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,  1999
and  the  results of its operations and cash flows for the thirteen  week
periods  and  twenty-six week periods ended July 31, 1999 and  August  1,
1998.  The results of operations for the thirteen week periods and twenty-
six  week  periods  ended  July 31, 1999  and  August  1,  1998  are  not
necessarily indicative of the results of operations that may be  achieved
for the entire fiscal year.

2.   Definition of Fiscal Year

      The  Company has a 52-53 week fiscal year that ends on the Saturday
closest  to January 31.  The period from January 31, 1999 through January
29, 2000 has been designated as fiscal 2000.

3.   Net Earnings Per Common Share

      Basic earnings per common share are based upon the weighted average
number  of common shares outstanding during the period.  Diluted earnings
per  share  reflect  the  potential dilution  that  could  occur  if  the
Company's outstanding stock options were exercised (calculated using  the
treasury stock method).

                                13 Weeks   13 Weeks   26 Weeks   26 Weeks
                                 ended      ended      ended       ended
                                July 31,  August 1,   July 31,   August 1,
                                  1999       1998       1999       1998
                              (Amounts in thousands, except per share data)

Net earnings applicable to
  common shares, basic
  and diluted                          94        273        625        684

Weighted average number of
  common shares outstanding -
  basic                             6,075      6,064      6,074      6,057
Dilutive effect of potential
  common shares issuable upon
  exercise of employee stock
  options                               9         18         10         13

Weighted average number of
  common shares outstanding -       6,084      6,082      6,084      6,070
  diluted

Net earnings per common share:
     Basic and Diluted              $0.02      $0.05      $0.10      $0.11

      Options  to purchase 704,977 and 572,399 shares of common stock  at
prices  ranging from $7.38 to $16.71 were outstanding on July  31,  1999,
and   August  1,  1998,  respectively,  but  were  not  included  in  the
computation of earnings per share because the options' exercise price was
greater  than average market price of common shares.  The options  expire
through the year 2009.


4.   Impact of New Accounting Pronouncement

     During the thirteen weeks ended May 2, 1998, the Company elected early
adoption of The American Institute of Certified Public Accountants
Statement of Position (SOP) 98-5 "Reporting on the Costs of Start-Up
Activities".  This SOP requires that costs incurred during start-up
activities, including organization costs, be expensed as incurred.  The
$83,000 effect ($50,000 net of tax) of this early adoption is reported as
the cumulative effect of a change in accounting principle.  Had the Company
not elected early adoption of SOP 98-5, net earnings would have increased
by $12,000.

      In  June  1998,  the  Financial Accounting Standards  Board  issued
Statement  of Financial Accounting Standards (SFAS) No. 133,  "Accounting
for  Derivative  Instruments and Hedging Activities."  SFAS  No.  133  is
effective for fiscal years beginning after June 15, 2000.   SFAS No.  133
establishes  standards  for  accounting  and  reporting  for   derivative
instruments, including certain derivative instruments embedded  in  other
contracts,  and  for  hedging activities.  It  requires  that  an  entity
recognize  all  derivatives  as  either  assets  or  liabilities  in  the
statement  of  financial position and measure those instruments  at  fair
value.   The accounting for changes in fair value of a derivative depends
on  the  intended  use  of the derivative and the resulting  designation.
Management  is  currently  evaluating the impact  of  this  standard  and
believes   its   adoption  will  not  materially  affect  the   Company's
consolidated financial position or results of operations.


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

Results of Operations

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

                                  13 Weeks Ended          26 Weeks Ended
                               July 31,     August 1,   July 31,   August 1,
                                   1999          1998       1999        1998

 Sales                            100.0%       100.0%     100.0%      100.0%

 Cost of goods sold
   (including occupancy and
   central buying expenses,
   exclusive of items shown
   separately below)              (64.7)       (65.8)     (65.3)      (66.2)

 Selling, general and
   administrative expenses        (30.6)       (28.5)     (29.1)      (28.1)

 Depreciation and
   amortization                    (3.6)        (3.4)      (3.4)       (3.0)

 Interest expense                  (0.6)        (0.7)      (0.6)       (0.7)

 Earnings before income
   taxes and cumulative
   effect of change in
   accounting principle             0.5          1.6        1.6         2.0

 Provision for income taxes        (0.2)        (0.6)      (0.6)       (0.8)

 Earnings before cumulative
   effect of change in
   accounting principle             0.3          1.0        1.0         1.2

 Cumulative effect of change
   in accounting principle            -            -          -        (0.1)

 Net earnings                       0.3%         1.0%       1.0%        1.1%

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

                                    13 Weeks Ended         26 Weeks Ended
                                 July 31,    August 1,    July 31,   August 1,
                                     1999         1998        1999        1998

 Store sales (000's)              $28,697       26,015      61,851      56,480
 Catalog sales (000's)            $ 1,131        1,699       3,277       4,775

 Sales (000's)                    $29,828       27,714      65,128      61,255

 Total sales growth                  7.5%         3.3%        6.3%       10.9%
 Growth in comparable store          1.3%        (4.3)%       1.9%       (2.6)%
 sales (52 week basis)
 Growth in catalog sales           (33.4)%       (7.2)%     (31.4)%       3.6%

 Store locations:
 Existing stores                       46           42          44          41
 Stores closed                          -            -          (1)          -
 New stores opened                      2            -           5           1
    Total stores at end of
      period                           48           42          48          42


       The   Company  opened  two  new  locations  (Houston,  Texas   and
Indianapolis, Indiana) during the thirteen weeks ended July 31,  1999  as
compared  to relocating one location (the Galleria mall store in  Dallas,
Texas)  to a larger location in the comparable period of the prior  year.
During the twenty-six weeks ended July 31, 1999, the Company opened  five
new  store  locations  (Palo Alto, California; Tampa, Florida; Southlake,
Texas;  Houston,  Texas and Indianapolis, Indiana), as  compared  to  the
opening of one store (San Antonio, Texas) in the same period of the prior
year.  The  opening  of  new  stores and  expansion  of  existing  stores
contributed to total sales growth for the second quarter and the  twenty-
six  weeks  ended July 31, 1999.  This growth was partially offset  by  a
decrease  in catalog sales.  Catalog sales declined during the twenty-six
week  period  ended July 31, 1999 as compared to the same period  of  the
prior  year  as a result of a strategic initiative to reduce by  14%  the
total number of catalogs circulated during the period.

      Comparable  stores  sales increased during the second  quarter  and
twenty-six week period of fiscal 2000, as compared to the same periods of
fiscal 1999.  The Company believes the increase experienced in comparable
store  sales  during the periods was primarily attributable  to  improved
customer acceptance of product offerings.

      The  Company's  gross margin was 35.3% for the  second  quarter  of
fiscal  2000, as compared to 34.2% in the same period of last year.   The
gross margin also increased for the twenty-six week period ended July 31,
1999  to 34.7%, from 33.8% in the same period of last year.  The increase
in  gross margin for both periods can be primarily attributed to improved
inventory management, increased initial margins.

      Selling, general and administrative expenses (including advertising
and  catalog  production costs) increased 2.1% of sales from  the  second
quarter  of fiscal 1999 to the second quarter of fiscal 2000 and 1.0%  of
sales  for  the twenty-six weeks ended July 31, 1999 as compared  to  the
same  period of the prior year.  The increase was principally the  result
of  increased  selling expenses and expenses incurred  toward  new  store
openings.

      The  average balance on total outstanding debt was $18,368,000  for
the  second quarter ended July 31, 1999 compared to $17,400,000  for  the
second quarter of fiscal 1999. This increase in average balances resulted
principally  from  increases in working capital needs.  Average  interest
rates on the Company's line of credit were approximately the same for the
quarter  ended  July  31, 1999 and the comparable quarter  in  the  prior
fiscal  year.  As the Company's growth continues, cash flow  may  require
additional borrowed funds that may cause an increase in interest expense.

Capital Expenditures, Capital Resources and Liquidity

      Cash  Flows  From  Operating Activities.  For the twenty-six  weeks
ended July 31, 1999, net cash used in operating activities was $4,351,000
as  compared  to net cash provided by operating activities of  $4,543,000
for  the  same  period of fiscal 1999.  The significant decrease  can  be
primarily   attributed  to  a  $3,971,000  increase  in   the   Company's
inventories for the twenty-six weeks ended July 31, 1999 as compared to a
decrease  of  $857,000  for the same period of fiscal  1999.   Management
expects  the  dollar amounts of the Company's merchandise inventories  to
increase with the expansion of its product development programs,  private
label  merchandise and chain of retail stores with related  increases  in
trade  accounts  receivable  and  accounts  payable.   Period  to  period
differences  in timing of inventory purchases and deliveries will  affect
comparability of cash flows from operating activities.

      In addition, the difference in cash flows from operating activities
is  partially due to (i) the timing of cash disbursements as reflected in
a decrease in accounts payable of $728,000 for the twenty-six weeks ended
July  31,  1999 as compared to a decrease in accounts payable of  $51,000
during  the  same  period of fiscal 1999 and (ii) a decrease  in  accrued
expenses  of  $725,000  for  the twenty-six weeks  ended  July  31,  1999
compared  to a decrease in accrued expenses of  $151,000 during the  same
period of fiscal 1999.

     Cash Flows From Investing Activities. For the twenty-six weeks ended
July  31,  1999, net cash used in investing activities totaled $1,052,000
compared to net cash used in investing activities of $2,231,000  for  the
same  period in fiscal 1999.  Capital expenditures were invested  in  new
stores, and remodeling and equipment expenditures in existing operations.

      Cash  Flows From Financing Activities.  During the twenty-six weeks
ended  July  31,  1999,  the Company made periodic borrowings  under  its
revolving  long-term  line of credit to finance its inventory  purchases,
product   development  and  private  label  programs,  store   expansion,
remodeling and equipment purchases.

      The Company has available a long-term line of credit with its bank.
This  line had an average balance of $14,507,000 and $12,451,000 for  the
twenty-six  weeks  ended July 31, 1999 and August 1, 1998,  respectively.
During the twenty-six weeks ended July 31, 1999, this line of credit  had
a  high  balance of $18,984,000 and a high balance of 15,036,000 for  the
twenty-six weeks ended August 1, 1998.  The balance outstanding  on  July
31, 1999 was $18,984,000 compared to $13,588,000 on August 1, 1998.

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

                          January 30,      July 31,   August 1,
                                 1999          1999        1998

 Working capital (000's)      $33,044       $40,483     $33,914
 Current ratio                 5.14:1        7.67:1      5.70:1
 Ratio of working capital
   to total assets              .52:1         .59:1       .54:1
 Ratio of total debt to
   stockholders' equity         .43:1         .56:1       .48:1

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

Seasonality

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

Inflation

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


Year 2000

      Many  computer systems use only two digits to identify  a  year  (for
example, "99" is used for the year "1999").  As a result, these systems may
be  unable to process accurately dates later than December 31, 1999,  since
they  may  recognize "00" as the year "1900", instead of the  year  "2000".
This  anomaly  is  often referred to as the "Year 2000  compliance"  issue.
Since  1997, the Company has been executing a plan to remediate or  replace
affected  systems  on a timely basis.  Equipment and other  non-information
technology  systems that use microchips or other embedded technology,  such
as  certain conveyor systems at the Company's distribution center, are also
covered by the Company's Year 2000 compliance project.

      The Company's Year 2000 compliance project includes four phases:  (1)
evaluation  of  the  Company's owned or leased  systems  and  equipment  to
identify  potential  Year  2000  compliance  issues;  (2)  remediation   or
replacement of Company systems and equipment determined to be non-compliant
(and  testing  of remediated systems before returning them to  production);
(3) inquiry regarding Year 2000 readiness of material business partners and
other  third parties on whom the Company's business is dependent;  and  (4)
development  of  contingency plans, where feasible,  to  address  potential
third party non-compliance or failure of material Company systems.

       The initial phase of the Company's Year 2000 compliance project  was
the  evaluation  of all software, hardware and equipment owned,  leased  or
licensed  by the Company, and identification of those systems and equipment
requiring Year 2000 remediation. This analysis was completed during  fiscal
1999.

        All  computer  hardware  in  the  Company's  corporate  office  and
distribution center that was not Year 2000 compliant has been remediated or
replaced, and all computer hardware in the Company's retail stores that was
not Year 2000 compliant was remediated or replaced by the end of the second
quarter of fiscal 2000.  Of those software systems that were found  not  to
be  Year  2000  compliant,  substantially all material  systems  have  been
remediated  or replaced by Year 2000 compliant software as of the  date  of
this report.

       Over  the past few years, the Company's strategic plan has  included
significant  investment  in and modernization  of  many  of  the  Company's
computer systems. As a result, much of the costs and timing for replacement
of  certain of the Company's systems that were not Year 2000 compliant were
already  anticipated  as part of the Company's planned information  systems
spending  and  did not need to be accelerated as a result of the  Company's
Year  2000  project. The total cost to the Company specifically  associated
with  addressing  the  Year  2000 issue with respect  to  its  systems  and
equipment  has  not  been, and is not anticipated to be,  material  to  the
Company's  financial position or results of operations in any  given  year.
The  Company estimates that the total additional cost of managing its  Year
2000  project,  remediating  existing  systems and replacing  non-compliant
systems,  is  approximately $2 million, of which approximately $500,000  is
anticipated to be expended in fiscal 2000.

       Although the Company believes its Year 2000 compliance efforts  with
respect  to  its  systems will be successful, any failure  or  delay  could
result  in actual costs and timing differing materially from that presently
contemplated, and in a disruption of business. The Company is developing  a
contingency  plan  to  permit its primary operations  to  continue  if  the
Company's modifications and conversions of its systems are not successfully
completed on a timely basis, but the foregoing cost estimates do  not  take
into  account  any  expenditures arising out of  a  response  to  any  such
contingencies that materialize. The Company's cost estimates  also  do  not
include  time  or costs that may be incurred as a result of third  parties'
failure to become Year 2000 compliant on a timely basis.

       The  Company is communicating with its business partners,  including
key manufacturers, vendors, banks and other third parties with whom it does
business,  to  obtain information regarding their state of  readiness  with
respect  to  the  Year  2000 issue.  Assessment of third  party  Year  2000
readiness of those third parties whose services are most significant to the
Company's  business was substantially completed by the end  of  the  second
quarter  of  fiscal 2000.  The Company intends to continue to  monitor  the
Year  2000  readiness  of  its key suppliers of  its  goods  and  services.
Potential  interruptions of such third parties' businesses or  services  to
the  Company  resulting  from Year 2000 issues will  be  addressed  in  the
Company's contingency planning efforts, discussed below.  Failure of  third
parties to remediate Year 2000 issues affecting their respective businesses
on  a  timely basis, or to implement contingency plans sufficient to permit
uninterrupted continuation of their businesses in the event of a failure of
their  systems,  could  have a material adverse  effect  on  the  Company's
business and results of operations.

       The Company's Year 2000 compliance project also includes development
of  a contingency plan designed to support critical business operations  in
the  event  of  the  occurrence of systems failures or  the  occurrence  of
reasonably  likely  worst  case scenarios.   Such  contingency  plans  were
substantially developed by the end of the second quarter of fiscal 2000.

 The  Company operates a large number of retail stores in widely  disbursed
geographical locations, and Company merchandise is manufactured by a  large
number of suppliers and factories.  The Company believes that these factors
will help to mitigate the adverse impact of potential Year 2000 failures by
third  party  suppliers or utilities.  The Company believes that  the  most
reasonably likely worst case scenarios would involve an interruption of the
supply of merchandise to the Company's stores, as a result of the delay  in
completion of the Company's merchandise orders by manufacturers, or a delay
in  the delivery of merchandise to the Company's stores due to a disruption
of  service  at  ports  of  export or at the U.S.  port  of  import,  or  a
disruption  in  service by transportation providers,  or  a  disruption  in
operation of the Company's distribution center.

       The  Company  may not be able to compensate adequately for  business
interruption  caused  by  certain third parties.  Potential  risks  include
suspension or significant curtailment of service or significant  delays  by
banks,  utilities  or  common carriers, or at  U.S.  ports  of  entry.  The
Company's  business  also  could be materially adversely  affected  by  the
failure of governmental agencies to address Year 2000 issues affecting  the
Company's  operations.  For example, a significant amount of the  Company's
merchandise is manufactured outside the United States, and the  Company  is
dependent  upon  the  issuance by foreign governmental agencies  of  export
visas  for,  and upon the U.S. Customs Service to process and permit  entry
into  the  United States of, such merchandise.  If failures  in  government
systems result in the suspension or delay of these agencies' services,  the
Company  could  experience  significant  interruption  or  delays  in   its
inventory flow.

       The  costs  and  timing  for management's completion  of  Year  2000
compliance  modification and testing processes are  based  on  management's
best estimates, which were derived utilizing numerous assumptions of future
events,  including  the  continued availability of certain  resources,  the
success  of third parties' Year 2000 compliance efforts and other  factors.
There  can be no assurance that these assumptions will be realized or  that
actual results will not materially vary.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

      The  primary objective of the following information 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.    This   forward-looking
information provides indicators of how the Company views and manages  its
ongoing market risk exposures.

Interest Rate

      At  July  31,  1999, the Company had long-term debt outstanding  of
approximately $22.3 million.  Of this amount, $1.8 million bears interest
at  a  weighted average fixed rate of 8.07%.  The remaining $20.5 million
bears  interest at variable rates which averaged approximately  6.34%  at
July  31,  1999.   A  10% increase in short-term interest  rates  on  the
variable  rate  debt  outstanding at July 31, 1999 would  approximate  63
basis  points.   Such  an increase in interest rates would  increase  the
Company's  interest expense by approximately $65,000 during the remainder
of fiscal 2000 assuming borrowed amounts remain outstanding.

      The  above  sensitivity analysis for interest  rate  risk  excludes
accounts receivable, accounts payable and accrued liabilities because  of
the  short-term  maturity of such instruments.   The  analysis  does  not
consider  the effect this movement may have on other variables  including
changes  in sales volumes that could be indirectly attributed to  changes
in interest rates.  The actions that management would take in response to
such  a  change is also not considered.  If it were possible to  quantify
this  impact,  the results could well be different than  the  sensitivity
effects shown above.

Foreign Currency

      Substantially  all of the Company's purchases are  priced  in  U.S.
dollars.   However,  some  European purchases are  denominated  in  local
currency  and,  therefore,  are subject to the  fluctuation  in  currency
exchange  rates.  From time to time the Company utilizes forward exchange
contracts  to secure firm pricing related to purchase commitments  to  be
denominated  in foreign currencies.  The contracts are of varying  short-
term  durations  and  amounts include a window  delivery  feature,  which
provides the Company with an option to enter into a swap agreement in the
event  that  all  of  the currency is not utilized  at  the  end  of  the
contract's  delivery  term.   The Company's  objective  in  managing  its
exposure to foreign currency exchange rate fluctuations is to reduce  the
impact of adverse fluctuations in earnings and cash flows associated with
foreign currency exchange rate changes.  The principal currency hedged is
the  Italian  lira.  The Company regularly monitors its foreign  exchange
exposures  to  ensure the overall effectiveness of its  foreign  currency
hedge  positions.   However,  there can be  no  assurance  the  Company's
foreign currency hedging activities will substantially offset the  impact
of  fluctuations in currency exchange rates on its results of  operations
and financial position.

      The  table  below provides information about the Company's  foreign
exchange  forward  contracts as of July 31,  1999  and  August  1,  1998,
respectively:



                             July 31, 1999                 August 1, 1998
                               Notional                        Notional
                               Amount of                       Amount of
                               Forward                         Forward
                    Average    Contract             Average    Contract
                    Contract   in U.S.     Fair     Contract   in U.S.    Fair
                      Rate     Dollars     Value     Rate      Dollars    Value

Foreign Exchange
  forward contracts
   Italian lira      $1,840  $2,074,276  $2,159,055  $  -      $  -       $  -


                                  PART II

ITEM 1.  LEGAL PROCEEDINGS

      The  Company  is  from time to time involved in routine  litigation
incidental to the conduct of its business.  As of this date, the  Company
is  not  a  party to, nor is any of its property subject to, any material
pending legal proceedings.

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

      The 1999 Annual Meeting of Shareholders of the Company was held  on
June  25,  1999.  The following matters were submitted to a vote  of  the
Company's shareholders:

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

        Director                      Votes For       Votes Withheld

        Harold G. Powell              5,651,786           32,207

        Rebecca Powell Casey          5,651,814           32,179

        H. Rainey Powell              5,651,751           32,242

        Kenneth C. Row                5,653,281           30,712

        Michael T. Casey              5,650,998           32,995

        Robert B. Cullum, Jr.         5,653,281           30,712

        Lisa Powell Hunt              5,643,603           40,390

        W. Howard Lester              5,646,192           37,801

        Gary C. Rawlinson             5,653,281           30,712

        William F. Weitzel            5,653,281           30,712





ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

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


No.                     Description

10.1* Third Amendment to the Third Amended and Restated Credit Agreement
      dated June 30, 1999 between Registrant and NationsBank.
27.1  Financial Data Schedule


     (b)  Reports on Form 8-K; There were no reports on Form 8-K filed by
the Company during the fiscal quarter ended July 31, 1999.

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



                             INDEX TO EXHIBITS

                                Description

No.

10.1* Third Amendment to the Third Amended  and  Restated  Credit
      Agreement dated June 30, 1999 between Registrant and NationsBank

27.1  Financial Data Schedule


                                 SIGNATURE


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



                           HAROLD'S STORES, INC.
                          By:\s\H. Rainey Powell
                             H. Rainey Powell
                    President, Chief Operating Officer

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


Date:     September 13, 1999