-12-
                THIRD AMENDMENT TO THIRD AMENDED
                  AND RESTATED CREDIT AGREEMENT

      THIS  THIRD AMENDMENT TO THIRD AMENDED AND RESTATED  CREDIT
AGREEMENT (this "Amendment") is made effective June 30, 1999,  by
and  between  HAROLD'S  STORES,  INC.,  an  Oklahoma  corporation
("Borrower"), and NATIONSBANK, N.A. ("Lender").

                      W I T N E S S E T H:

      WHEREAS,  Borrower  and Lender have entered  into  a  Third
Amended and Restated Credit Agreement dated November 10, 1997, as
amended by a First Amendment to Third Amended and Restated Credit
Agreement dated effective June 30, 1998 and a Second Amendment to
Third  Amended  and  Restated Credit  Agreement  dated  effective
August 31, 1998 (collectively the "Agreement"); and

      WHEREAS,  Borrower  has requested  that  the  Agreement  be
amended  to  permit  Borrower  to increase  and  consolidate  the
Revolving  Note, the Tenant Improvement Note and  the  Letter  of
Credit  Note,  to extend the maturity dates of the Loans  and  to
otherwise amend the terms of the Agreement; and

      WHEREAS,  Lender  is  willing to  amend  the  Agreement  as
described above 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.    Amended Definitions.  The definitions of  "Letter  of
Credit  Note",  "Liabilities", "LIBOR  Rate",  "Loan  Documents",
"Notes", "Revolving Loan Borrowing Base", "Revolving Loan Maximum
Revolving Facility", "Revolving Note", "Tenant Improvement Note",
and  "Term  Note"  in the Agreement are hereby deleted  in  their
entirety and replaced with the following:

          "Letter of Credit Note" for purposes hereof, shall
     be  deemed  to  be  the  Revolving  Note,  which  is  a
     consolidation and continuation of all prior  Letter  of
     Credit Notes.

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

           "LIBOR  Rate"  shall  mean the  London  Interbank
     Offered  Rate  for  one (1) month as published  in  the
     "Money  Rates"  section  of  The  Wall  Street  Journal
     (Southwest Edition) indicating the average of interbank
     offered rates for dollar deposits in the London  market
     based  on the quotation at five major banks, as elected
     by  the  Borrower on the 15th day of each  month,  such
     election  to  be effective until the 15th  day  of  the
     following month.  If the 15th day of a month fall on  a
     date  when  The  Wall Street Journal is not  published,
     then  the  one  (1) month LIBOR Rate published  in  the
     following issue of The Wall Street Journal shall be the
     basis  of  the applicable LIBOR Rate to be  elected  by
     Borrower.

            "Loan  Documents"  shall  mean  all  agreements,
     instruments    and   documents,   including,    without
     limitation,  this  Agreement, the Notes,  the  Security
     Agreements, the Negative Pledge Agreement, the CMT Loan
     Assignments,  the  Letters  of  Credit  and  all  other
     security    agreements,   loan    agreements,    notes,
     guaranties,  mortgages, deeds of  trust,  subordination
     agreements,  pledges,  powers  of  attorney,  consents,
     assignments,  contracts, notices, financing  statements
     and  other written matters whether heretofore,  now  or
     hereafter executed by or on behalf of Borrower in favor
     of  Lender  or  any affiliate of the Lender,  including
     without  limitation,  any  or  all  agreements  between
     Borrower and the Lender, or any affiliate of the Lender
     which  provides for an interest rate or commodity swap,
     cap,    floor,   collar,   forward   foreign   exchange
     transaction, currency swap, cross-currency  rate  swap,
     currency option, or any combination of, or option  with
     respect  to,  these  or similar transactions,  for  the
     purpose   of   hedging  the  Borrower's   exposure   to
     fluctuations in interest rates, currency valuations  or
     commodity  prices,  together with all  agreements,  and
     documents  referred to any of the above or contemplated
     thereby,   and   all   amendments,  modifications   and
     substitutions to any of the foregoing.

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

           "Revolving  Loan Borrowing Base"  shall  mean  an
     amount equal to the sum of (i) eighty percent (80%)  of
     Eligible  Accounts, plus (ii) fifty  percent  (50%)  of
     Eligible  Inventory  for the first  and  second  fiscal
     quarters,  or  sixty-five  percent  (65%)  of  Eligible
     Inventory for the third and fourth fiscal quarters,  as
     applicable,   plus   (iii)  fifty  percent   (50%)   of
     outstanding commercial Letters of Credit for the  first
     and second fiscal quarters, or sixty-five percent (65%)
     of  commercial  Letters of Credit  for  the  third  and
     fourth  fiscal quarters, as applicable, plus  (iv)  one
     hundred  percent (100%) of amounts due  from  landlords
     for  the unreimbursed costs of tenant finish, minus (v)
     one   hundred   percent  (100%)  of   all   outstanding
     commercial  Letters of Credit, minus (vi)  one  hundred
     percent  (100%)  of  all  issued  stand-by  Letters  of
     Credit.  This amount shall not exceed $28,000,000.00 as
     reflected in the most recent Monthly Report.

           "Revolving Loan Maximum Revolving Facility" shall
     mean  the  maximum  aggregate amount which  Lender  has
     agreed  to  consider  as a ceiling on  the  outstanding
     principal balance of the Revolving Loan to be  made  to
     the  Borrower.   The  Revolving Loan Maximum  Revolving
     Facility  shall be $28,000,000.00, which shall  include
     the amount of the Letter of Credit Facility.

           "Revolving Note" shall mean that certain  Amended
     and  Restated  Revolving Note dated even date  herewith
     executed by the Borrower substantially in the  form  of
     Exhibit "A" to the Third Amendment, as the same may  be
     extended,  renewed, amended or modified  from  time  to
     time  pursuant to the terms of this Agreement  ,  which
     Note  is  an amendment and restatement of, a substitute
     and  replacement  for,  and  a  consolidation  of,  the
     following:  (a)  that  certain  Fifteenth  Amended  and
     Restated Revolving Note (Revolving Note) dated June 30,
     1998, in the principal amount of $19,000,000.00 payable
     to  the order of Lender; (b) that certain First Amended
     and  Restated Revolving Note (Tenant Improvement  Note)
     dated  June  30,  1998,  in  the  principal  amount  of
     $3,000,000.00 payable to the order of Lender;  and  (c)
     that  certain First Amended and Restated Revolving Note
     (Letter of Credit Facility) dated June 30, 1998, in the
     principal amount of $5,700,000.00 payable to the  order
     of Lender.

           "Tenant  Improvement Note" for  purposes  hereof,
     shall  be deemed to be the Revolving Note, which  is  a
     consolidation  and  continuation of  all  prior  Tenant
     Improvement Notes."

          "Term Note" shall mean that certain Second Amended
     and  Restated Term Note date even date herewith in  the
     principal  amount  of  $1,912,501.75  executed  by  the
     Borrower  substantially in the form of Exhibit  "B"  to
     the  Third  Amendment,  as the same  may  be  extended,
     renewed, amended or modified from time to time pursuant
     to the terms of this Agreement.


      2.    Agreement  Definitions.  The definitions  of  "Tenant
Improvement  Loan  Borrowing Base" and "Tenant  Improvement  Loan
Maximum   Revolving  Facility"  are  hereby  deleted   in   their
entireties.


      3.    Agreement Definitions.  The following definitions are
hereby added to the Agreement which shall read as follows:

           "Cash  Flow Leverage" shall mean: (i) the sum  of
     (a)   the  Borrower's  consolidated  annualized   lease
     expenses  times  the number eight (8), plus  (b)  Total
     Funded  Debt; divided by (ii) EBITDAR.  The  Cash  Flow
     Leverage  shall  be determined on a  rolling  four  (4)
     quarter  basis.   The  Cash  Flow  Leverage  shall   be
     determined within sixty (60) calendar days of  the  end
     of  each fiscal quarter, based upon the results of such
     quarter and the three (3) preceding quarters.

           "Funded  Line  Maximum" shall mean the  principal
     amount   of   $15,000,000.00,  not   to   include   the
     $6,000,000.00 Letter of Credit Facility.

           "Third  Amendment" shall mean that certain  Third
     Amendment   to   Third  Amended  and  Restated   Credit
     Agreement date effective June 30, 1999.

           "Total Funded Debt" shall mean that part  of  the
     Total  Liabilities  of the Borrower  and  the  Harold's
     Subsidiaries  which  has  been  funded   and   has   an
     outstanding balance.

            "Working  Capital"  shall  mean  the  difference
     between (i) the Borrower's consolidated current assets,
     and  (ii)  the  sum of (a) the Borrower's  consolidated
     current  liabilities, and (b) the outstanding principal
     balance of the Revolving Note.


     4.   Revolving Loan.

     4.1  Section 2.1.4 of the Agreement is hereby deleted in its
entirety and replaced by the following:

          "2.1.4     Interest.   Prior to Default,  Borrower
     shall  pay  to  Lender interest on  the  average  daily
     outstanding  balance  of  the  Liabilities  under   the
     Revolving  Loan  at  a  rate per  annum  equal  to  the
     following  rates:   (a) prior to maturity,  at  a  rate
     equal  to  the  LIBOR Rate plus the  following  amount,
     determined according to the current calculation of Cash
     Flow Leverage:

               Cash Flow Leverage        Interest Rate

               > 4.50 x             LIBOR Rate plus 1.375%

               4.49 x to 3.51 x     LIBOR Rate plus 1.250%

               < 3.50 x             LIBOR Rate plus 1.125%;

     and  (b) after maturity of any installment, whether  by
     acceleration  or otherwise, until paid  at  a  rate  of
     (i)  five  percent (5%) plus (ii) the  then  applicable
     annual rate in effect.


     4.2  Section 2.1.5 of the Agreement is hereby deleted in its
entirety and replaced by the following:

          "2.1.5     Payment.  The unpaid principal  balance
     of  the Revolving Loan shall be due and payable on  the
     earlier  of June 30, 2001 or upon the occurrence  of  a
     Default.  Accrued interest shall be payable monthly  in
     arrears beginning July 31, 1999 and on the last day  of
     each  month thereafter, upon the date of any prepayment
     and at maturity.  All interest shall be computed on the
     basis  of a year of 360 days, and the actual number  of
     days  elapsed  in  the  period  in  which  it  accrues.
     Following  the occurrence of a Default, Borrower  shall
     pay  to  the  Lender interest from  the  date  of  such
     Default at the per annum rate of five percent (5%) plus
     the  then  applicable  annual rate  in  effect  on  the
     outstanding principal balance of the liabilities  under
     the Revolving Loan."


     4.3  Section 2.1.6 of the Agreement is hereby deleted in its
entirety and replaced by the following:

          "2.1.6    Term.  The Revolving Loan will mature on
     June  30, 2001, at which time all principal and accrued
     interest shall be immediately due and payable.  All  of
     Lender's rights and remedies under this Agreement shall
     survive  such  maturity until all  of  the  Liabilities
     under this Agreement and the other Loan Documents  have
     been paid in full.  In addition, this Agreement may  be
     terminated as set forth in Section 8."


     4.4   A  new  Section 2.1.7 is hereby added to the Agreement
which shall read in its entirety as follows:

          "2.1.7     Funded Line Maximum.  During each  year
     of  the Revolving Loan ending on each June 30, Borrower
     shall  cause the outstanding principal balance  of  the
     Revolving  Loan to be equal to or less than the  Funded
     Line  Maximum  for a period of thirty (30)  consecutive
     days."


     5.   Tenant Improvement Loan.

     5.1  Section 2.2.1 of the Agreement is hereby deleted in its
entirety and replaced by the following:

          "2.2.1      Advances   for  Tenant   Improvements.
     Borrower  may, as long as otherwise in compliance  with
     the  terms  of  this Agreement, borrow,  repay  without
     penalty  or  premium and reborrow under  the  Revolving
     Loan  for  the  purpose of making Tenant  Improvements.
     All  advances  and  extensions  of  credit  for  Tenant
     Improvements  shall  hereafter  be  evidenced  by   the
     Revolving   Note,   which   is   a   continuation   and
     consolidation  of  all prior Tenant Improvement  Loans.
     All  references  herein  to a Tenant  Improvement  Loan
     shall  hereafter be deemed to be an extension of credit
     under the Revolving Loan."


     5.2    Sections  2.2.7,  2.2.8,  2.2.9  and  2.2.10  of  the
Agreement are hereby deleted in their entireties.


     6.   Letters of Credit.

     6.1  Section 2.3.1 of the Agreement is hereby deleted in its
entirety and replaced by the following:

          "2.3.1     Principal Amount.  The Letter of Credit
     Facility  shall be in the principal amount  of  not  to
     exceed $6,000,000.00 and shall be deemed a part of  the
     Revolving   Loan   which   is   a   continuation    and
     consolidation of all prior Letter of Credit Notes.  All
     references  herein  to a Letter of  Credit  Note  shall
     hereafter be deemed to be an extension of credit  under
     the Revolving Loan."


     6.2  Section 2.3.2 of the Agreement is hereby deleted in its
entirety.


     6.3  Section 2.3.3 of the Agreement is hereby deleted in its
entirety and replaced by the following:

          "2.3.3    Letters of Credit.  (i) Lender agrees to
     extend credit to Borrower at any time and from time  to
     time  by  issuing,  extending, re-issuing  or  amending
     Letters of Credit.  (ii) Each of the Letters of  Credit
     shall  (a)  be  issued by Lender pursuant  to  separate
     agreements  with Borrower, (b) contain such  terms  and
     provisions as required by Lender, including payment  of
     customary  fees, (c) be for the account of Borrower  in
     favor of a beneficiary reasonably acceptable to Lender,
     (d) expire not later than the expiration date set forth
     respectively in each Letter of Credit, which shall  not
     be  more than three hundred sixty-five (365) days  from
     the  date of issuance, unless prior approval of  Lender
     is  obtained for a longer period, but in no event shall
     any  Letter  of Credit have an expiration  date  beyond
     June 30, 2001."


     6.4   Sections 2.3.4 and 2.3.5 of the Agreement  are  hereby
deleted in their entireties.


     7.   Term Note.

     7.1  Section 2.4.1 of the Agreement is hereby deleted in its
entirety and replaced by the following:

          "2.4.1     Principal Amount.  The Term Note  shall
     be in the principal amount of $1,912.501.75."
     7.2  Section 2.4.2 of the Agreement is hereby deleted in its
entirety and replaced by the following:

          "2.4.2     Repayment  of Principal  and  Interest.
     Monthly payments of principal and interest (subject  to
     acceleration upon the occurrence of an Event of Default
     under  this Agreement) shall be due and payable on  the
     last day of each calendar month beginning July 31, 1999
     as follows:

               2.4.2.1   Principal  and  interest  shall  be
          payable  in  monthly installments of principal  as
          due  that month from CMT pursuant to the CMT  Loan
          plus  accrued  interest at the rate set  forth  in
          Section  2.4.3, Borrower being entitled to  retain
          the  difference,  if  any,  between  any  interest
          collected  by  Borrower from CMT and the  interest
          payable to Lender hereunder.

               2.4.2.2   All  monthly  installment  payments
          made  pursuant to Section 2.4.6 shall  be  applied
          first  to the unpaid interest accrued on the  Term
          Note and then to the principal balance thereof."


     7.3  Section 2.4.3 of the Agreement is hereby deleted in its
entirety and replaced by the following:

          "2.1.4     Interest.   Prior to Default,  Borrower
     shall  pay  to  Lender interest on  the  average  daily
     outstanding balance of the Liabilities under  the  Term
     Note  at  a  rate  per  annum equal  to  the  following
     rates:   (a) prior to maturity, at a rate equal to  the
     LIBOR   Rate  plus  the  following  amount,  determined
     according  to  the  current calculation  of  Cash  Flow
     Leverage:

               Cash Flow Leverage          Interest Rate

               > 4.50 x               LIBOR Rate plus 1.375%

               4.49 x to 3.51 x       LIBOR Rate plus 1.250%

               < 3.50 x               LIBOR Rate plus 1.125%;

     and  (b) after maturity of any installment, whether  by
     acceleration  or otherwise, until paid  at  a  rate  of
     (i)  five  percent (5%) plus (ii) the  then  applicable
     annual rate in effect.


     7.4  Section 2.4.6 of the Agreement is hereby deleted in its
entirety and replaced by the following:

          "2.4.6    Term.  The Term Loan will mature on June
     30,  2001,  at  which  time all principal  and  accrued
     interest shall be immediately due and payable.  All  of
     Lender's rights and remedies under this Agreement shall
     survive  such  maturity until all  of  the  Liabilities
     under this Agreement and the other Loan Documents  have
     been paid in full."


     8.   Reporting and Eligibility Requirements.

     8.1   Section 3.2 of the Agreement is hereby deleted in  its
entirety and replaced by the following:

          "3.2 Quarterly Reports.  Borrower shall submit  to
     Lender not later than the sixtieth (60th) day following
     the end of each fiscal quarter a Quarterly Report which
     shall be accompanied by a Quarterly Borrowing Base  and
     Compliance Certificate (the "Quarterly Reports") in the
     form  attached  as Exhibit "C" to the Third  Amendment.
     Each  Quarterly Report shall include, as of the closing
     day  of the preceding fiscal quarter:  (i) calculations
     of  the  current  Borrowing Base;  (ii)  the  quarterly
     itemization of Inventory described in Section 3.7;  and
     (iii) evidence satisfactory to Lender that each of  the
     covenants  set  forth in Section 7.9 has been  complied
     with during such quarter."


     9.   Conditions of Advances.

     9.1   Section 4.4 of the Agreement is hereby deleted in  its
entirety and replaced by the following:

          "4.4  Evidence satisfactory to the Lender  of  the
     Borrower's   qualification  to  do  business   in   any
     applicable jurisdiction."


     10.  Financial Statements.

     10.1 Section 7.1(ii) of the Agreement is hereby amended only
to  the  extent that the reference therein to "one hundred twenty
(120)  days" is deleted and replaced by "one hundred fifty  (150)
days".


     11.  Financial Covenants.

     11.1  Section 7.9 of the Agreement is hereby deleted in  its
entirety and replaced by the following:

          "7.9 Financial Covenants.  Borrower shall maintain
     the following:

          (A)   Total  Liabilities  to  Tangible  Net  Worth
     Ratio.  Borrower shall maintain a Total Liabilities  to
     Tangible Net Worth Ratio of no greater than 1.25 to  1.
     The Total Liabilities to Tangible Net Worth Ratio shall
     be tested within sixty (60) calendar days of the end of
     each fiscal quarter.

          (B)   EBITDAR  to Fixed Charges Plus  Rent  Ratio.
     Borrower  shall  maintain an EBITDAR to  Fixed  Charges
     plus  rent ratio of no less than 1.20 to 1 at all times
     on  a  rolling four (4) quarter basis.  The EBITDAR  to
     Fixed  Charges  plus rent ratio shall be tested  within
     sixty  (60)  calendar days of the end  of  each  fiscal
     quarter, based upon the results of such quarter and the
     three (3) preceding quarters.

          (C)  Funded Line Maximum.  During each year ending
     on  each  June 30, Borrower shall cause the outstanding
     principal balance of the Revolving Loan to be equal  to
     or  less  than the Funded Line Maximum for a period  of
     thirty (30) consecutive days.

          (D)   Working Capital.  Borrower shall maintain  a
     minimum working capital of $5,000,000.00 throughout the
     term of this Agreement."


     11.2 Section 7.11 of the Agreement is hereby deleted in  its
entirety and replaced by the following:

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


     12.  Negative Covenants.

     12.1  Section 8.5 of the Agreement is hereby deleted in  its
entirety and replaced by the following:

          "8.5   Basic  Business.   Borrower  and   Harold's
     Subsidiaries  shall  not  discontinue  or  enter   into
     businesses  materially  different  than  the  specialty
     apparel retail business."


     12.2  Section 8.9 of the Agreement is hereby deleted in  its
entirety and replaced by the following:

          "8.9   Settlement  or  Restructure  of  CMT  Loan.
     Borrower shall not settle or extend the maturity of the
     CMT Loan beyond December 31, 2002."


     12.3 Section 8.10 of the Agreement is hereby deleted in  its
entirety and replaced by the following:

          "8.10       New   Outlets  or  Stores.    Borrower
     covenants  and  agrees that without the  prior  written
     consent   of  Lender,  neither  it  nor  any   Harold's
     Subsidiary will execute a Lease Agreement for  any  new
     retail  outlets  or Harold's stores to open  in  fiscal
     year  2000 if Borrower reports a loss, as indicated  by
     negative  net  income  reflected  in  the  Forms   10-Q
     provided to Lender pursuant to Section 7.1(i), for  any
     two  consecutive  quarters commencing  with  the  first
     quarter  of  fiscal 2000; provided, however,  that  for
     purposes  of  this  Section, "new"  retail  outlets  or
     Harold's  stores  shall  not  include  relocations   of
     existing  stores  to another location within  the  same
     shopping  center  or  elsewhere  in  the  same   retail
     market."


     13.  Notices.

     13.1 Section 10.13(i) of the Agreement is hereby deleted  in
its entirety and replaced by the following:

          "(i) If to Lender at:

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

     13.2  Section  10.13(ii) of the Agreement is hereby  amended
only  to the extent of changing the following address for  copies
of notices to Borrower:

          "with a copy to:

          Crowe & Dunlevy, Luttrell, Pendarvis & Rawlinson
          2500 S. McGee, Suite 140
          Norman, Oklahoma  73072-6705
          Attention:  Gary C. Rawlinson, Esq.
          Fax:  (405) 272-5292"


     14.  Participations.

     14.1 Section 10.14 of the Agreement is hereby deleted in its
entirety and replaced by the following:

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


      15.   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.

      16.  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 Loan Documents.

     17.  Miscellaneous.

           17.1  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   Loan
     Documents  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.

          17.2 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.

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

     IN WITNESS WHEREOF, the parties have executed this Amendment
effective the date shown above.

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

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

     "LENDER"                 NATIONSBANK, N.A., a national
                              banking association

                                                              By:
_________________________________
                                   Robert Dudley,
                                   Senior Vice President

353168/ljh/30515-041