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-
              May 3, 1997                                   10892
                                
                                
                      HAROLD'S STORES, INC.
     (Exact name of registrant as specified in its charter)
                                
                                
                                
                 Oklahoma                               73-1308796
      (State or other jurisdiction of                 (IRS Employer
      incorporation or organization)                  Identification
                                                           No.)
      765 Asp Norman, Oklahoma  73069                 (405) 329-4045
     (Address of  principal executive                 (Registrant's
                 offices)                           telephone number,
                (Zip Code)                            including area
                                                          code)
                                                             
                                

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


            Yes      X      .                   No              .


              APPLICABLE ONLY TO CORPORATE ISSUERS:


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

As  of  June  9, 1997, the registrant had 5,724,917  shares  of
Common Stock outstanding.

              Harold's Stores, Inc. & Subsidiaries
                            Index to
                  Quarterly Report on Form 10-Q
                For the Period Ended May 3, 1997
                                

Part I. - FINANCIAL INFORMATION                                        Page

     Item 1.   Financial Statements

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

          Consolidated Statements of Earnings -
                Thirteen Weeks ended May 3, 1997 (unaudited)  and
May 4, 1996 (unaudited)                              5

          Consolidated Statements of Stockholders' Equity -
                Thirteen Weeks ended May 3, 1997 (unaudited)  and
May 4,  1996 (unaudited)                             6

          Consolidated Statements of Cash Flows -
                Thirteen Weeks ended May 3, 1997 (unaudited)  and
May 4, 1996 (unaudited)                              7

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

Part II - OTHER INFORMATION

     Item 1.   Legal Proceedings                    12

     Item  6.  Exhibits and Reports on Form 8-K:
          There were no reports on Form 8-K for the quarter ended
May 3, 1997

     Signature                                       13
             HAROLD'S STORES, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                             ASSETS
                         (In Thousands)
                                
                                              May 3, 1997   February
                                                             1, 1997
                                               (unaudited)  
 Current assets:                                            
                                                                     
    Cash                                             $454        433
    Trade accounts receivable, less                                 
 allowance                                          6,322      5,476
        for doubtful accounts of $220 in
 1998 and $215 in 1997
    Other accounts receivable                         629        673
    Merchandise inventories                        29,347     28,544
    Prepaid expenses                                2,558      2,174
    Deferred income taxes                           1,615      1,615
                                                                    
    Total current assets                           40,925     38,915
                                                                    
 Property and equipment, at cost                   27,103     25,001
 Less accumulated depreciation and                 (8,584)    (7,897)
 amortization
                                                                     
    Net property and equipment                     18,519     17,104
                                                                    
 Other receivables, non-current                     2,475      2,603
 Other assets                                         619        986
                                                                    
                                                                    
    Total assets                                  $62,538     59,608
                                

    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)

                                                May 3, 1997    February
                                                                1, 1997
                                                (unaudited)            
                                                                       
 Current liabilities:                                                  
                                                                       
    Current maturities of long-term debt                  $         110
                                                        245
    Accounts payable                                  4,487       6,668
    Redeemable gift certificates                        730         923
    Accrued bonuses and payroll expenses              1,345       1,958
    Accrued rent expense                                126         298
    Income taxes payable                                490         942
                                                                       
           Total current liabilities                  7,423      10,899
                                                                       
 Long-term debt, net of current maturities           18,714      12,528
 Deferred income taxes                                  146         146
                                                                       
                                                                       
 Stockholders' equity:                                                 
                                                                       
    Preferred stock of $.01 par value                                  
       Authorized 1,000,000 shares; none                  -           -
 issued
    Common stock of $.01 par value                                     
       Authorized 25,000,000 shares; issued                            
 and                                                     57          57
             outstanding 5,720,760 in May;
 5,713,526 in February
     Additional paid-in capital                      31,641      31,548
     Retained earnings                                4,557       4,430
                                                                       
       Total stockholders' equity                    36,255      36,035
                                                                       
                                                                       
       Total liabilities and stockholders'          $62,538      59,608
 equity


   See accompanying notes to interim consolidated financial
                           statements.

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

                                       13 Weeks    13 Weeks
                                          Ended       Ended
                                         May 3,      May 4,
                                           1997        1996
                                               
                                          (Unaudited)
                                                           
 Sales                                  $28,408      24,522
                                                           
 Costs and expenses:                                       
 Cost of goods sold                      18,746      16,030
    (including occupancy and
 central  buying expenses,
     exclusive of items shown
 separately below)
                                                           
        Selling,    general    and        5,634       4,715
 administrative expenses
                                                           
    Advertising (includes catalog         2,818       1,976
 production costs)
                                                           
    Depreciation and Amortization           838         665
                                                           
    Interest expense                        161         126
                                                           
                                         28,197      23,512
                                                           
    Earnings before income taxes            211       1,010
                                                           
 Provision for income taxes                  84         404
                                                           
    Net earnings                       $    127         606
                                                           
 Earnings per common share            $     .02         .11
 Weighted average number of common                         
 shares                               5,817,493   5,288,460
    outstanding
                                
                                

     See accompanying notes to interim consolidated financial
                           statements.
                                
              HAROLD'S STORES INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     (Dollars in Thousands)
                                
                                
                                            13 Weeks     13 Weeks
                                               Ended        Ended
                                         May 3, 1997  May 4, 1996
                                                    (Unaudited)
 Common stock:                                        
                                                      
    Balance, beginning and end of           $     57           50
 period
                                                                 
                                                                 
 Additional paid-in capital:                                     
                                                                 
    Balance, beginning of period            $ 31,548       20,572
                                                                 
    Employee Stock Purchase Plan                              101
                                                  93
                                                                 
    Balance, end of period                 $  31,641       20,673
                                                                 
                                                                 
 Retained earnings:                                              
                                                                 
    Balance, beginning of period            $  4,430        4,677
                                                                 
    Net earnings                                 127          606
                                                                 
    Balance, end of period                    $4,557        5,283



    See accompanying notes to interim consolidated financial
                           statements.
                                
             HAROLD'S STORES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In Thousands)
                                
                                            13 Weeks    13 Weeks
                                               Ended       Ended
                                         May 3, 1997 May 4, 1996
                                                    (Unaudited)
 Cash flows from operating activities:                          
 Net earnings                            $      127          606
 Adjustments to reconcile net earnings                          
 to net cash
    provided by operating activities:
    Depreciation and amortization               838          665
     Loss (gain) on sale of assets                -          (1)
    Shares issued under employee                 93          101
 incentive plan
 Changes is assets and liabilities:                             
    Increase in trade and other                (720)       (449)
 accounts receivable
    Increase (decrease) in merchandise         (803)       1,016
 inventories
    Decrease in other assets                    367          231
    Increase (decrease) in prepaid             (384)         484
 expenses
    Decrease in accounts payable             (2,181)       (221)
    Decrease (increase) in income taxes        (452)         104
 payable
    Decrease in accrued expenses               (978)       (141)
                                                                
 Net cash (used in) provided by              (4,093)       2,395
 operating activities
                                                                
 Cash flows from investing activities:                          
    Acquisition of property and              (2,253)     (2,111)
 equipment
    Proceeds from disposal of property             -            
 and equipment                                                85
    Payment of principal from term loan                         
 to others                                       46            -
                                                                
 Net cash used in investing activities       (2,207)     (2,026)
                                                                
 Cash flows from financing activities:                          
    Advances on debt                         14,831        6,537
    Payments of debt                         (8,460)     (6,640)
    Payments of long-term debt                  (50)            
                                                            (19)
                                                                
 Net cash provided by (used in)               6,321             
 financing activities                                      (122)
                                                                
 Net increase in cash and cash                   21          247
 equivalents
 Cash and cash equivalents at beginning                         
 of period                                      433            2
 Cash and cash equivalents at end of              $             
 period                                         454          249
                                                                


      See accompanying notes to interim consolidated financial
                           statements.
                                
             HAROLD'S STORES, INC. AND SUBSIDIARIES
       NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                   May 3, 1997 and May 4, 1996
                           (Unaudited)


1.   Unaudited Interim Periods

       In   the  opinion  of  the  Company's  management,   all
adjustments (all of which are normal and recurring)  have  been
made which are necessary to fairly state the financial position
of  the  Company  as  of May 3, 1997 and  the  results  of  its
operations  and cash flows for the thirteen week periods  ended
May 3, 1997 and May 4, 1996.  The results of operations for the
thirteen  weeks  ended May 3, 1997 and  May  4,  1996  are  not
necessarily indicative of the results of operations that may be
achieved for the entire fiscal year.

2.   Definition of Fiscal Year

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

3.   Reclassifications

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


4.   Net Earnings Per Common Share

      Net earnings per common share are based upon the weighted
average  number of common shares outstanding during the  period
restated for the five percent stock dividend in fiscal 1997 and
includes  common stock equivalents of 100,760  and  139,212  in
fiscal 1998, and fiscal 1997, respectively.

5.   Long-term Debt

      On  April  24, 1997, the Company increased its  long-term
line  of  credit with its bank from $15 million to $17 million,
maturing on June 30, 1998.


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.

                                 52 Weeks        13 Weeks       13 Weeks
                                    Ended           Ended          Ended
                              February 1,     May 3, 1997    May 4, 1996
                                     1997
                                                                        
 Sales                             100.0%          100.0%         100.0%
                                                                        
 Cost of goods sold                (64.2)          (66.0)         (65.4)
    (including occupancy
 and central buying
     expenses, exclusive of
 items shown
     separately below)
 Selling, general and               20.1)          (19.8)         (19.2)
 administrative expenses
 
 Advertising expense                (7.4)           (9.9)          (8.1)
    (includes catalog
 production costs)
 Depreciation and                   (2.6)           (2.9)          (2.7)
 amortization
 Interest expense                                   (0.6)          (0.5)
                                    (0.3)
                                                                        
 Earnings before income              5.4              0.8            4.1
 taxes
 Provision for income taxes         (2.1)           (0.3)          (1.6)
                                                                        
 Net earnings                        3.3%            0.5%           2.5%

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

                                    13 Weeks       13 Weeks
                                       Ended          Ended
                                 May 3, 1997    May 4, 1996
                                              
 Store sales (000's)                 $25,629       $ 21,990
 Catalog sales (000's)                 2,779          2,532
                                                           
 Net sales (000's)                    28,408       $ 24,522
                                                           
 Total sales growth                    15.8%          15.0%
 Growth in comparable store            (3.7)%          3.8%
 sales (52 week basis)
 Growth in catalog sales                9.8%              -
                                                           
 Store locations:                                          
 Existing stores beginning of             36             29
 period
 New stores opened during                  1              2
 period
    Total stores at end of                37             31
 period


      The  opening  of  new stores, the expansion  of  existing
stores, as well as an increase in catalog sales contributed  to
total  sales growth for the first quarters of fiscal  1998  and
1997.  Comparable store sales declined during the first quarter
of fiscal 1998 as compared to the first quarter of fiscal 1997.
The  opening  of second stores in each of the market  areas  of
Norman, OK; Memphis, TN;  Houston, TX and Washington, D.C. , in
the  opinion of management, resulted in a decline in comparable
store sales due in part to a temporary shift of sales from  the
existing   store  to  the  new  store.   In  other   locations,
management  attributes variance in comparable  store  sales  to
market conditions and personnel changes.

      New stores opened during the prior twelve months, include
a 5,205 square foot full-line men's and ladies' store opened in
Raleigh, North Carolina in June 1996 (second quarter); a  5,083
square foot full-line men's and ladies' store opened in McLean,
Virginia  (Washington,  D.C.  metro)  in  August,  1996  (third
quarter); a 5,496 square foot full-line men's and ladies' store
opened  in Littleton, Colorado (Denver metro) in October,  1996
(third  quarter);  a  5,857  square foot  full-line  men's  and
ladies' store, known as Harold Powell opened in Houston,  Texas
in  November 1996 (third quarter); a 15,521 square foot  outlet
store  opened  in  Norman, Oklahoma in  January,  1997  (fourth
quarter);  and a 6,300 square foot full-line men's and  ladies'
store  opened  in Cordova, Tennessee (Memphis metro)  in  March
1997 (first quarter).

      The  Company's gross margin decreased during the  quarter
ended  May  3, 1997 compared to the Company's gross margin  for
the  comparable  period  in the prior fiscal year.   Among  the
principal factors contributing to the decrease was an  increase
in  aggregate  merchandise markdowns due  to  higher  inventory
levels in the Company's stores.  The Company has recently hired
a  new  Vice  President  of Planning to  improve  planning  and
control of the Company's inventory.

      The  increase  in  selling,  general  and  administrative
expenses  is  primarily  the result of  an  increase  in  store
selling expenses.  The Company has recently restructured  store
level management and has added to its district management  team
to  improve the control of these expenses.  Advertising expense
includes   catalog  production  costs.  Management  anticipates
incremental   monetary  increases  in  selling,   general   and
administrative expenses as a result of the Company's continuing
expansion plans.

       The  average  balance  on  total  outstanding  debt  was
$15,473,000  for  the  quarter ended May 3,  1997  compared  to
$9,942,000 for the comparable period in the prior fiscal  year.
This  increase  in  outstanding  debt  was  due  primarily   to
borrowings  under  the  Company's line  of  credit  to  finance
inventory  purchases, store expansion, remodeling expenses  and
equipment  purchases.  Average interest rates on the  Company's
line  of  credit  were approximately the same for  the  quarter
ended  May  3,  1997 and the comparable quarter  in  the  prior
fiscal year.  As the Company's growth continues, cash flow  may
require  additional borrowed funds which may cause an  increase
in interest expense.

Capital Expenditures, Capital Resources and Liquidity

      Cash  Flows  From Operating Activities.  For the  quarter
ended  May  3, 1997, net cash used in operating activities  was
$4,093,000  as  compared  to  net cash  provided  by  operating
activities  of $2,395,000 for the same period in  fiscal  1997.
The   significant  decrease  in  cash  flows   from   operating
activities is partially attributable to an increase of $803,000
in  the Company's merchandise inventories for the quarter ended
May  3, 1997, as compared to the first quarter of fiscal  1997,
during  which inventories decreased by $1,016,000.   Management
expects   the   dollar  amount  of  the  Company's  merchandise
inventories to continue to increase with the expansion  of  its
product  development  programs, private label  merchandise  and
chain  of  retail  stores,  with  related  increases  in  trade
accounts  receivable and accounts payable.   In  addition,  the
difference in cash flows from operating activities is partially
due  to  the  timing of cash disbursements as  reflected  in  a
decrease  in  accounts payable of $2,181,000  for  the  quarter
ended  May  3,  1997,  as compared to a  decrease  in  accounts
payable  of $221,000 for first quarter of fiscal 1997.  Period-
to-period  differences  in timing of  inventory  purchases  and
deliveries  will  affect  comparability  of  cash  flows   from
operating activities.

      In order to conform with the current year presentation of
certain  costs associated with new store openings,  comparative
fiscal 1997 amounts were reclassified from prepaid expenses  to
capital  assets-construction in progress.  This change resulted
in an increase to both Cash Flows From Operating Activities and
Cash Flows Used In Investing Activities in the aggregate amount
of $887,000 for fiscal 1997.

      Cash  Flows From Investing Activities.   For fiscal 1997,
net  cash  used  in  investing  activities  was  $9,705,000  as
compared to $5,385,000 for fiscal 1996.  For the quarter  ended
May  3,  1997,  net  cash  used  in  investing  activities  was
$2,207,000  as  compared to $2,026,000 for  the  first  quarter
ended May 4, 1996.  Capital expenditures totaled $7,102,000 for
fiscal  1997  compared  to  $5,687,000  for  fiscal  1996   and
$2,253,000  for  the  quarter ended May  3,  1997  compared  to
$2,111,000  for  the  quarter  ended  May  4,  1996.    Capital
expenditures  during such periods were invested principally  in
new   stores   and   in  remodeling  expenses   and   equipment
expenditures at existing facilities.


      Cash Flows From Financing Activities.  During the quarter
ended  May 3, 1997, the Company made periodic borrowings  under
its  revolving  long-term line of credit (described  below)  to
finance  its  inventory purchases, store expansion,  remodeling
expenses and equipment purchases.

      The Company has available a long term line of credit with
its  bank (maturing on June 30, 1998), which was increased from
$15  million to a $17 million effective April 24,  1997.   This
line  had an average balance of $13,403,000 and $9,357,000  for
the  first  quarter  of  fiscal 1998  and  1997,  respectively.
During the first quarter ended May 3, 1997, this line of credit
had  a  high  balance  of $16,532,000 and  a  high  balance  of
$10,473,000  for  the first quarter ended  May  4,  1996.   The
balance outstanding on May 3, 1997 was $16,532,000 compared  to
$8,918,000 on May 4, 1996.

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

                              February        May 3,      May 4,
                               1, 1997          1997        1996
                                                                
 Working capital (000's)       $28,016       $33,502     $21,283
 Current ratio                  3.57:1        5.51:1      3.92:1
 Ratio of working capital        .47:1         .54:1       .50:1
 to total assets
 Ratio of total debt to          .35:1         .52:1       .37:1
 stockholders' equity

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

Seasonality

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

Inflation

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

                                
                             PART II
                                
ITEM 1.   LEGAL PROCEEDINGS
                                

NONE
                                

                                
                                
                                
                            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
                                  Chief Financial Officer
                                                               
                                
Date:     June 17, 1997



                       THIRD AMENDMENT TO
          SECOND AMENDED AND RESTATED CREDIT AGREEMENT

      THIS  THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT  (this "Amendment") is made and entered into  effective
the  24th  day  of  April, 1997, by and between HAROLD'S  STORES,
INC.,  an  Oklahoma corporation (the "Borrower"),  and  BOATMEN'S
NATIONAL BANK OF OKLAHOMA, formerly Boatmen's First National Bank
of Oklahoma ("Lender").


                      W I T N E S S E T H:

      WHEREAS,  the  Borrower and Lender have entered  into  that
certain  Second  Amended  and  Restated  Credit  Agreement  dated
February 28, 1996, as amended by a First Amendment dated June 28,
1996  and  a Second Amendment dated November 6, 1996 (as amended,
the "Agreement");

      WHEREAS,  the Borrower has requested that the Agreement  be
amended to permit Borrower to increase the Revolving Loan from  a
maximum  amount  of  Fifteen Million Dollars ($15,000,000.00)  to
Seventeen  Million  Dollars ($17,000,000.00) up  until  June  30,
1997,  at  which  time the maximum amount of the  Revolving  Loan
would reduce to $15,000,000.00; and

     WHEREAS, Lender is willing to amend the Agreement to provide
for  such  increase and reduction in the maximum  amount  of  the
Revolving  Loan upon the terms and conditions set forth  in  this
Amendment.

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

      1.    Definitions.  The definition of "Corporate Base Rate"
in  the  Agreement  is  hereby deleted  and  the  definitions  of
"Agreement,"  "Borrowing Base," "LIBOR Rate," "Maximum  Revolving
Facility"  and "Revolving Loan Note" in the Agreement are  hereby
amended in their entirety as follows:

           "Agreement" shall mean that certain Second Amended and
Restated   Credit  Agreement  dated  February  28,  1996  between
Borrower  and  Lender as   amended by the First  Amendment  dated
June  28, 1996, the Second Amendment     dated November  6,  1996
and the Third Amendment dated April 24, 1997.

           "Borrowing Base" shall mean an amount equal to the sum
of  (i)     eighty percent (80%) of Eligible Accounts,  and  (ii)
fifty  percent  (50%)      of Eligible Inventory  not  to  exceed
$17,000,000.00  up  until  June 30,   1997,  and  not  to  exceed
$15,000,000.00  thereafter, as reflected in the     most  current
Monthly Report less all Letters of Credit.

           "LIBOR  Rate" shall mean the London Interbank  Offered
Rates for      either (i) one (1) month or (ii) three (3) months,
as  published  in  The       Wall Street Journal  indicating  the
average  of  interbank offered rates      for dollar deposits  in
the  London  market based on the quotation at five  major  banks.
If  the date of the rate change falls on a date when The     Wall
Street Journal is not published, then the one (1) month or  three
(3) month LIBOR Rate published in the following issue of The Wall
Street    Journal shall be the applicable LIBOR Rate used.

           "Maximum  Revolving Facility" shall mean  the  maximum
aggregate       amount which Lender has agreed to consider  as  a
ceiling on the      outstanding principal balance of loans to  be
made  to  the Borrower and      Letters of Credit issued pursuant
to  Section  2.   The  Maximum  Revolving     Facility  shall  be
Seventeen Million Dollars ($17,000,000.00) up until     June  30,
1997 and Fifteen Million Dollars ($15,000,000.00) thereafter.

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

      2.    Interest.   Section 2.4 of the  Agreement  is  hereby
amended in its           entirety as follows:

           2.4   Interest.   The  Borrower shall  pay  to  Lender
interest  on  the     average daily outstanding  balance  of  the
Liabilities at a rate per annum    equal to, at the option of the
Borrower,  one  and five-eighths of one   percent  (1.625%)  plus
either  the  one (1) or three (3) month LIBOR Rate  as designated
in   writing  by  the  Borrower.   The  Borrower  may  make  this
selection  at  any  time  during  the  term  of  this  Agreement,
provided,       however, if a LIBOR Rate is selected  no  changes
may  be  made until the    applicable LIBOR Rate time period  has
expired.

      3.    Notices.   Section 9.12 of the  Agreement  is  hereby
amended in its      entirety as follows:

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

          (i)  If to the Lender at:

               Boatmen's National Bank of Oklahoma
               211 North Robinson Avenue
               P. O. Box 25189
               Oklahoma City, Oklahoma  73102-0189
               Attention: Beverly B. Perri, Vice President

               with a copy to

               Phillips McFall McCaffrey McVay & Murrah
               12th Floor, One Leadership Square
               211 North Robinson
               Oklahoma City, Oklahoma  73102
               Attention: J. Mark Lovelace

          (ii) If to the Borrower at:

               Harold's Stores, Inc.
               765 Asp
               P. O. Box 2970
               Norman, Oklahoma   73070
               Attention:  H. Rainey Powell, President
               and Chief Operating Officer

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

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

     6.   Miscellaneous.

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

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

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

     IN WITNESS WHEREOF, Borrower and the Lender have caused this
Amendment  to be duly executed effective the date and year  first
above written.

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


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

      "LENDER":            BOATMEN'S NATIONAL BANK  OF  OKLAHOMA,
formerly                           Boatmen's First National  Bank
of Oklahoma


                                                              By:
____________________________________
                                 Beverly B. Perri, Vice President