14
                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C.  20549


                              FORM 10-Q

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

For the quarterly period ended October 30,     Commission File No.  1-
1999                                                             10892

                                  OR

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



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



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

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

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

               Yes   [X]                      No   [   ]

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

As of November 30, 1999, the registrant had 6,075,272 shares of Common
Stock outstanding.


                  Harold's Stores, Inc. & Subsidiaries
                                Index to
                      Quarterly Report on Form 10-Q
                  For the Period Ended October 30, 1999


Part I - FINANCIAL INFORMATION                                           Page

Item 1. Financial Statements

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

        Consolidated Statements of Earnings -
          Thirteen Weeks and Thirty-nine Weeks ended October 30,
          1999 (unaudited) and October 31, 1998 (unaudited)                5

        Consolidated Statements of Cash Flows -
          Thirty-nine Weeks ended October 30, 1999 (unaudited) and
          October 31, 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

Part II - OTHER INFORMATION

Item 1. Legal Proceedings                                                 13

Item 6. Exhibits and Reports on Form 8-K                                  13

        Signatures                                                        14


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

                                         October 30, January 30,
                                             1999      1999
                                         (Unaudited)

Current assets:

Cash                                       $ 1,206     $  450
Trade accounts receivable, less
allowance for doubtful accounts
of $233 in October and $223 in
January                                      6,910      6,335
Other accounts receivable                    1,769      1,059
Merchandise inventories                     40,606     29,486
Prepaid expenses                             3,246      2,428
Prepaid income tax                             289          -
Deferred income taxes                        1,268      1,268

Total current assets                        55,294     41,026

Property and equipment, at cost             35,083     31,304
Less accumulated depreciation
and amortization                           (13,160)   (10,671)

Net property and equipment                  21,923     20,633

Other receivables, non-current               1,052      1,750
Other assets                                    87        508

Total assets                               $78,356    $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)

                                         October 30, January 30,
                                             1999       1999
                                         (Unaudited)

Current liabilities:

Accounts payable                            $ 6,989  $ 4,460
Redeemable gift certificates                    244      782
Accrued bonuses and payroll
expenses                                      1,101    1,533
Accrued rent expense                            644      178
Income taxes payable                              -      480
Current maturities of long-term
debt                                            555      549

Total current liabilities                     9,533    7,982

Long-term debt, net of current
maturities                                   29,049   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 October,
   6,073,868 in January                          60       60
Additional paid-in capital                   34,170   34,161
Retained earnings                             5,460    5,300

Total stockholders' equity                   39,690   39,521

Total liabilities and
stockholders' equity                        $78,356  $63,917

















   See accompanying notes to interim consolidated financial statements.

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

                                13 Weeks Ended           39 Weeks Ended
                           October 30,  October 31,  October 30, October 31,
                              1999         1998          1999        1998
                                              (Unaudited)

Sales                           $32,814    $32,220     $97,942    $93,475

Costs and expenses:
Costs of goods sold (including
occupancy and central buying
expenses, exclusive of items
shown separately below)          22,473     20,835      65,003     61,378

Selling, general and
administrative expenses           9,716      8,862      28,659     26,067

Depreciation and amortization     1,050        974       3,283      2,835

Interest expense                    336        200         734        623

                                 33,575     30,871      97,679     90,903

Earnings (loss) before income
taxes and cumulative effect
of change in accounting
principle                          (761)     1,349         263      2,572

Provision (benefit) for
income taxes                       (296)       520         103      1,009

Earnings (loss) before
cumulative effect of change
in accounting principle            (465)       829         160      1,563

Cumulative effect of change
in accounting principle               -          -           -         50

Net earnings (loss)               $(465)    $  829      $  160    $ 1,513

Net earnings (loss) per common
share before cumulative
effect of change in
accounting principle:
Basic and diluted                $(0.08)    $ 0.14      $ 0.03    $  0.26

Net earnings (loss) per common
share:
Basic and diluted                $(0.08)    $ 0.14      $ 0.03    $  0.25

Weighted average number of
common shares - basic             6,075      6,073       6,075      6,063










   See accompanying notes to interim consolidated financial statements.

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

                                           39 Weeks Ended
                                      October 30, October 31,
                                          1999       1998
                                             (Unaudited)

Cash flows from operating
activities:
Net earnings                              $   160    $ 1,513
Adjustments to reconcile net
earnings to net cash provided by
(used in) operating activities:
Depreciation and amortization               3,283      2,835
Loss (gain) on sale of assets                  (4)        10
Shares issued under employee
incentive plan                                  9        215
Changes in assets and
liabilities:
Increase in trade and other
accounts receivable                        (1,285)      (907)
Decrease (increase) in
merchandise inventories                   (11,120)       268
Decrease (increase) in other
assets                                        421       (162)
Increase in prepaid expenses                 (818)       (17)
Decrease (increase) in prepaid
income tax                                   (289)       890
Increase in accounts payable                2,529        483
Decrease in income taxes payable             (480)         -
Increase (decrease) in accrued
expenses                                     (503)       889

Net cash provided by (used in)
operating activities                       (8,097)     6,017

Cash flows from investing
activities:
Acquisition of property and
equipment                                  (4,576)    (3,951)
Proceeds from disposal of
property and equipment                          7         48
Payment of principal on term
loan to others                                698        337

Net cash used in investing
activities                                 (3,871)    (3,566)

Cash flows from financing
activities:
Advances on revolving line of
credit                                     42,284     34,030
Payments on revolving line of             (28,735    (32,732
credit                                    (28,735    (32,732)
Payments of long-term debt                   (825)    (1,269)

Net cash provided by financing
activities                                 12,724         29

Increase in cash and cash
equivalents                                   756      2,480
Cash and cash equivalents at
beginning of period                           450        130
Cash and cash equivalents at end
of period                                 $ 1,206    $ 2,610









   See accompanying notes to interim consolidated financial statements.

                  HAROLD'S STORES, INC. AND SUBSIDIARIES
            NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                   October 30, 1999 and October 31, 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 October 30,  1999
and  the  results  of its operations and cash flows for  the  thirteen-week
periods and thirty-nine week periods ended October 30, 1999 and October 31,
1998.   The results of operations for the thirteen-week periods and thirty-
nine  week  periods ended October 30, 1999 and October  31,  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 which 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.   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 for the thirteen weeks ended May 2, 1998.

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement  of Financial Accounting Standards ("SFAS") No. 133,  "Accounting
for  Derivative Instruments and for Hedging Activities", with an  effective
date  for  periods beginning after June 15, 1999.  In July 1999,  the  FASB
issued  SFAS  No. 137, "Accounting for Derivative Instruments  and  Hedging
Activities  -  Deferral of the Effective Date of FASB Statement  No.  133".
Adoption  of  SFAS  No.  133 is now required for financial  statements  for
periods  beginning after June 15, 2000.  The Company will  adopt  this  new
standard  effective February 1, 2001, and management believes the  adoption
of  this  new  standard will not have a material impact on its consolidated
financial position or results of operations.

4.   Derivatives

     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 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 Company regularly monitors its foreign
exchange  exposures  to  ensure the overall effectiveness  of  its  foreign
currency hedge positions.  Unrealized gains or losses related to hedges  of
firm  commitments are deferred and included in the basis of the transaction
when completed.

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

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

Results of Operations

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


             HAROLD'S STORES, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF EARNINGS

                                13 Weeks Ended          39 Weeks Ended
                            October 30, October 31, October 30, October 31,
                                1999        1998        1999        1998

Sales                           100.0%      100.0%      100.0%      100.0%

Costs of goods sold (including
occupancy and central buying
expenses, exclusive of items
shown separately below)         (68.5)      (64.7)      (66.4)      (65.7)

Selling, general and
administrative expenses         (29.6)      (27.5)      (29.2)      (27.9)

Depreciation and amortization    (3.2)       (3.0)       (3.4)       (3.0)

Interest expense                 (1.0)       (0.6)       (0.7)       (0.6)

Earnings (loss) before income
taxes and cumulative effect
of change in accounting
principle                        (2.3)        4.2         0.3         2.8

(Provision) benefit for
income taxes                      0.9        (1.6)       (0.1)       (1.1)

Earnings (loss) before
cumulative effect of change
in accounting principle          (1.4)        2.6         0.2         1.7

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

Net earnings (loss)              (1.4)%       2.6%        0.2%        1.6%


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

                               13 Weeks Ended          39 Weeks Ended
                           October 30, October 31, October 30, October 31,
                              1999        1998        1999        1998

Store sales (000's)            31,812     30,491      93,662      86,972
Catalog sales (000's)           1,002      1,729       4,280       6,503

Net sales (000's)              32,814     32,220      97,942      93,475

Total sales growth               1.8%       0.8%        4.8%        7.2%
Decrease in comparable store
sales
(52 week basis)                 (8.8)%     (3.5)%      (2.0)%      (2.9)%
Decrease in catalog sales      (42.0)%    (28.6)%     (34.2)%      (7.5)%

Store locations:
Existing stores                    48         42          44          41
Stores closed                       -          -          (1)          -
New stores opened                   3          -           8           1
Total stores at end of period      51         42          51          42


      The  Company  opened three new locations (Atlanta, Georgia;  Phoenix,
Arizona; and Williamsburg, Virginia) and relocated two stores (Utica Square
in Tulsa, Oklahoma and the Sealy outlet from Houston to Katy, Texas) during
the thirteen weeks ended October 30, 1999 as compared to the opening of  no
new  locations  in  the comparable period of the prior  year.   During  the
thirty-nine  weeks  ended October 30, 1999, the Company  opened  eight  new
store  locations  (Palo Alto, California; Tampa, Florida; Southlake, Texas;
Houston,  Texas; Indianapolis, Indiana; Atlanta, Georgia; Phoenix, Arizona;
and  Williamsburg, Virginia), 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  third quarter and the thirty-nine weeks ended October  30,  1999.
This  growth was partially offset by a decrease in catalog sales.   Catalog
sales declined during the thirty-nine week period ended October 30, 1999 as
compared  to  the same period of the prior year as a result of a  strategic
initiative  to  reduce the total number of catalogs circulated  during  the
period.

     Comparable stores sales decreased during the third quarter and thirty-
nine  week period of fiscal 2000, as compared to the same periods of fiscal
1999.   The  Company believes the decrease experienced in comparable  store
sales  during  the periods was primarily attributable to lack  of  customer
acceptance of the Company's ladies' merchandise assortment.

      The  Company's gross margin was 31.5% for the third quarter of fiscal
2000,  as  compared to 35.3% in the same period of last  year.   The  gross
margin  also  decreased for the thirty-nine week period ended  October  30,
1999 to 33.6%, from 34.3% in the same period of last year.  The decrease in
gross  margin  for both periods can be primarily attributed  to  aggressive
markdowns taken as the ladies' sales trends slowed.  In addition, occupancy
costs  did  not leverage as planned due to the sales shortfall  during  the
period.

      Selling,  general and administrative expenses (including  advertising
and  catalog  production  costs)  as  a  percent  of  sales  increased  2.1
percentage  points  from  the third quarter of fiscal  1999  to  the  third
quarter of fiscal 2000 and 1.3 percentage points for the thirty-nine  weeks
ended  October 30, 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.  Other factors included  were
increased  advertising and catalog production costs as a percent  of  sales
and  some  one-time  expenses incurred to position the Company  for  future
growth  and  improved  profitability.   These  one-time  expenses  included
severance  costs  associated  with  corporate  cut-backs,  recruiting  fees
related  to the hiring of a new General Merchandise Manager, and consulting
fees  related to a real estate demographic study on current and future real
estate locations.

      The average balance of total outstanding debt was $27,100,000 for the
quarter  ended  October  30,  1999 compared to $17,700,000  for  the  third
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  October 30, 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 thirty-nine weeks ended
October  30, 1999, net cash used in operating activities was $8,097,000  as
compared to net cash provided by operating activities of $6,017,000 for the
same  period  of  fiscal 1999.  The significant decrease can  be  primarily
attributed  to an increase of $11,120,000 in the Company's inventories  for
the  thirty-nine weeks ended October 30, 1999 as compared to a decrease  of
$268,000  for  the same period of fiscal 1999.  This increase is  partially
attributable to new store openings.  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.   Also,  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  an
increase in accounts payable of $2,529,000 for the thirty-nine weeks  ended
October 30, 1999 as compared to an increase in accounts payable of $483,000
during  the  same  period of fiscal 1999, (ii) a decrease in  income  taxes
payable  of  $480,000  for the thirty-nine weeks  ended  October  30,  1999
compared  to  no change in income taxes payable during the same  period  of
fiscal  1999, and (iii) a decrease in accrued expenses of $503,000 for  the
thirty-nine weeks ended October 30, 1999 compared to an increase in accrued
expenses of  $889,000 during the same period of fiscal 1999.

      Cash Flows From Investing Activities. For the thirty-nine weeks ended
October  30, 1999, net cash used in investing activities totaled $3,871,000
compared  to  net cash used in investing activities of $3,566,000  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 thirty-nine  weeks
ended  October  30,  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 $17,595,000 and $13,162,000  for  the
thirty-nine   weeks   ended  October  30,  1999  and  October   31,   1998,
respectively.   During the thirty-nine weeks ended October 30,  1999,  this
line  of  credit  had a high balance of $27,362,000 and a high  balance  of
$16,439,000 for the thirty-nine weeks ended October 31, 1998.  The  balance
outstanding on October 30, 1999 was $26,421,000 compared to $16,334,000  on
October 31, 1998.

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

                           January 30, October 30, October 31,
                               1999        1999        1998

Working capital (000's)       $33,044     $45,761     $36,399
Current ratio                  5.14:1      5.80:1      5.14:1
Ratio of working capital
to total assets                 .52:1       .58:1       .54:1
Ratio of total debt to
stockholders' equity            .43:1       .75:1       .54:1


      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  Company's
operations.

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,  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 Company estimates that the total cost of  managing
its  Year  2000  project,  remediating existing systems  and  replacing  or
upgrading  non-compliant systems, is approximately  $2  million,  of  which
approximately $500,000 is anticipated to be expended in fiscal 2000.   This
approximately  $2 million of costs principally relates to the  purchase  of
new capitalizable software and hardware investments.

       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.


                                  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 6.     EXHIBITS AND REPORTS ON FORM 8-K

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

          No.   Description

          27.1  Financial Data Schedule

     (b)  Reports on Form 8-K:  A Form 8-K/A was filed on October 8, 1999,
with   the  Securities  and  Exchange  Commission  ("SEC")  regarding   the
Registrant's  change  in  independent public accountant.  This  Form  8-K/A
amended  a  Form  8-K filed on October 1, 1999, with the  SEC,  to  include
specific  information  required  by Regulation  S-K  which  was  previously
omitted.


                                 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:  December 14, 1999

                             INDEX TO EXHIBITS

           No.   Description

           27.1  Financial Data Schedule