19
               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 1, 1999                                   10892


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



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

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



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


            Yes      X      .                   No              .


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

             Harold's Stores, Inc. and Subsidiaries
                            Index to
                  Quarterly Report on Form 10-Q
                For the Period Ended May 1, 1999


Part I. - FINANCIAL INFORMATION                                        Page

     Item 1.   Financial Statements

          Consolidated Balance Sheets - May 1, 1999 (unaudited)
and
          January 30, 1999.                                               3

          Consolidated Statements of Earnings -
               Thirteen Weeks ended May 1, 1999 (unaudited) and
               May 2, 1998 (unaudited)                                    5

          Consolidated Statements of Cash Flows -
               Thirteen Weeks ended May 1, 1999 (unaudited) and
               May 2, 1998 (unaudited)                                    6

          Notes to Interim Consolidated Financial Statements -
               May 1, 1999 (unaudited) and May 2, 1998
               (unaudited)                                                7


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


     Item 3.   Quantitative and Qualitative Disclosure about
               Market Risk                                               11


Part II - OTHER INFORMATION

     Item 1.   Legal Proceedings                                         12

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


     Signature                                                           14



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

                                              May 1, 1999   January 30, 1999
                                               (unaudited)

 Current assets:

    Cash and cash equivalents                     $ 1,972             450

    Trade accounts receivable, less
      allowance for doubtful accounts
      of $225 in 2000 and $223 in 1999              6,985           6,335
    Other accounts receivable                       1,240           1,059
    Merchandise inventories                        30,391          29,486
    Prepaid expenses                                2,160           2,428
    Deferred income taxes                           1,268           1,268

    Total current assets                           44,016          41,026

 Property and equipment, at cost                   33,339          31,304
 Less accumulated depreciation and
   amortization                                   (12,279)        (10,671)

    Net property and equipment                     21,060          20,633

 Other receivables, non-current                     1,666           1,750
 Other assets                                         267             508



    Total assets                               $   67,009          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)

                                              May 1, 1999    January 30, 1999
                                                (unaudited)

 Current liabilities:

    Current maturities of long-term debt         $      585            549
    Accounts payable                                  4,495          4,460
    Redeemable gift certificates                        471            782
    Accrued bonuses and payroll expenses              1,348          1,533
    Accrued rent expense                                259            178
    Income taxes payable                                               480
                                                        736

           Total current liabilities                  7,894          7,982

 Long-term debt, net of current maturities           18,979         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 6,073,868 in May and
       January                                           60             60
     Additional paid-in capital                      34,161         34,161
     Retained earnings                                5,831          5,300

       Total stockholders' equity                    40,052         39,521


       Total liabilities and stockholders'       $   67,009         63,917
          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 Ended    13 Weeks Ended
                                         May 1, 1999      May 2, 1998
                                          (Unaudited)


 Sales                                 $ 35,300                33,541


 Costs and expenses:
    Cost of goods sold
      (including occupancy and
      central buying expenses,
      exclusive of items shown
      separately below)                  23,220               22,317


    Selling, general and
      administrative expenses             9,830                9,312


    Depreciation and amortization         1,149                  918

    Interest expense                        216                  227


                                         34,415               32,774

 Earnings before income taxes and
    cumulative effect of change in
    accounting principle                    885                 767

    Provision for income taxes              354                 306


 Earnings before cumulative effect of
    change in accounting principle          531                 461


    Cumulative effect of change in
      accounting principle                    -                  50

 Net earnings                         $     531                 411

 Net earnings per common share
   before cumulative effect of
   change in accounting principle:
    Basic and diluted                 $    0.09                0.08

 Net earnings per common share:
    Basic and diluted                 $    0.09                0.07

 Weighted average number of common
   shares                             6,073,868          6,051,020


   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 1, 1999    May 2, 1998
                                                 (Unaudited)
 Cash flows from operating activities:
 Net earnings                            $       531            411
 Adjustments to reconcile net earnings
    to net cash provided by operating
    activities:
    Depreciation and amortization              1,149            918
    Gain on sale of assets                        (4)             -
    Shares issued under employee
      incentive plan                               -             67
    Changes in assets and liabilities:
       Increase in trade and other
         accounts receivable                    (831)          (585)
       Decrease (increase) in
         merchandise inventories                (905)         3,414
       Decrease in prepaid income taxes            -            284
       Decrease in other assets                  241            147
       Decrease in prepaid expenses              268            372
       Increase in accounts payable               35            454
       Increase in income taxes payable          256              -
       Increase (decrease) in accrued
         expenses                               (415)            32

 Net cash provided by operating activities        325         5,514

 Cash flows from investing activities:
    Acquisition of property and
      equipment                                (1,579)       (1,355)
    Proceeds from disposal of property
      and equipment                                 7             3
    Payment of principal on term loan              84           131

 Net cash used in investing activities         (1,488)       (1,221)

 Cash flows from financing activities:
    Advances on revolving line of credit       12,175         9,316
    Payments on revolving line of credit       (9,353)      (13,423)
    Payments on long-term debt                   (137)         (272)

 Net cash provided by (used in)
    financing activities                        2,685        (4,379)

 Net increase (decrease)  in cash and
    cash equivalents                            1,522           (86)

 Cash and cash equivalents at beginning
    of period                                     450           130

 Cash and cash equivalents at end of period   $ 1,972            44


      See accompanying notes to interim consolidated financial
                           statements.



             HAROLD'S STORES, INC. AND SUBSIDIARIES
       NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                   May 1, 1999 and May 2, 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 May 1, 1999 and  the  results  of  its
operations  and cash flows for the thirteen week periods  ended
May 1, 1999 and May 2, 1998.  The results of operations for the
thirteen weeks ended May 1, 1999 are not necessarily indicative
of  the  results  of operations that may be  achieved  for  the
entire fiscal year ending January 29, 2000.

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  30,
1999  through  January 29, 2000 has been designated  as  fiscal
2000.


3.   Net Earnings Per Common Share

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

                                            13 Weeks     13 Weeks
                                            ended May    ended May
                                             1, 1999      2, 1998
                                            (Amounts in thousands,
                                            except per share data)

Net earnings applicable to common
  shares,basic and diluted                    $   531             411

Weighted average number of common
  shares outstanding - basic                    6,074           6,051
Dilutive effect of potential common
  shares issuable upon exercise of employee
  stock options                                    11               5
Weighted average number of common
  shares outstanding - diluted                  6,085           6,056


Net earnings per common share:
     Basic and Diluted                      $    0.09            0.07


      Options to purchase 696,010 and 492,416 shares of  common
stock  at  prices  ranging from $7.38 to $16.71  and  $7.66  to
$16.71  per share were outstanding on May 1, 1999, and  May  2,
1998, respectively, but were not included in the computation of
earnings  per  share  because the options' exercise  price  was
greater  than  average  market price  of  common  shares.   The
options expire through the year 2009.

4.   Impact of New Accounting Pronouncement

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

      In  June  1998, the Financial Accounting Standards  Board
issued  Statement of Financial Accounting Standards (SFAS)  No.
133,   "Accounting  for  Derivative  Instruments  and   Hedging
Activities."   SFAS  No.  133  is effective  for  fiscal  years
beginning  after  June  15, 1999.   SFAS  No.  133  establishes
standards   for   accounting  and  reporting   for   derivative
instruments, including certain derivative instruments  embedded
in  other  contracts, and for hedging activities.  It  requires
that  an entity recognizes all derivatives as either assets  or
liabilities in the statement of financial position and  measure
those instruments at fair value.  The accounting for changes in
fair  value of a derivative depends on the intended use of  the
derivative  and  the  resulting  designation.   Management   is
currently  evaluating the impact of this standard and  believes
its   adoption   will  not  materially  affect  the   Company's
consolidated financial position or results of operations.

5.   Commitments and Contingent Liabilities

      Pursuant  to  an employment agreement dated  February  1,
1999,  the  Chairman  Emeritus is  paid  an  annual  salary  of
$125,000  plus an annual performance bonus and deferred  annual
compensation of $25,000.

      Pursuant to employment agreements dated May 1, 1999,  the
Chairman  of the Board and Chief Executive Officer is  paid  an
annual salary of $300,000 plus an annual performance bonus, and
the  President  is  paid an annual salary of $220,000  plus  an
annual performance bonus.

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
                              January 30, 1999     May 1, 1999     May 2, 1998


 Sales                                100.0%          100.0%         100.0%

 Cost of goods sold                  (65.1)           (65.8)         (66.5)

 Selling, general and                (27.6)           (27.8)         (27.8)
 administrative expenses

 Depreciation and                     (3.0)            (3.3)          (2.7)
 amortization

 Interest expense                     (0.6)            (0.6)          (0.7)

 Earnings before income taxes
   and cumulative effect of
   change in accounting                 3.7            2.5            2.3
   principle

 Provision for income taxes                           (1.0)           (0.9)
                                      (1.5)

 Earnings before cumulative
   effect of accounting
   principle                            2.2            1.5              1.4

 Cumulative effect of change
   in accounting principle               -              -             (0.2)

 Net earnings                          2.2%           1.5%              1.2%


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

                                    13 Weeks       13 Weeks
                                       Ended          Ended
                                 May 1, 1999    May 2, 1998

 Store sales (000's)                 $33,154         30,465

 Catalog sales (000's)                 2,146          3,076


 Net sales (000's)                   $35,300         33,541


 Total sales growth                     5.2%          18.1%
 Growth in comparable store
   sales (52 week basis)                2.4%          (0.8)%
 Growth in catalog sales              (30.2%)         10.7%

 Store locations:
 Existing stores beginning of period      44            41
 Stores closed                            (1)            -
 New stores opened during period           3             1
    Total stores at end of period         46            42

      The  opening  of new stores and the expansion  of  existing
stores  contributed to total sales growth for the first  quarters
of fiscal 2000 and 1999.  The Company opened stores in Palo Alto,
California  (San Francisco metro); Tampa, Florida and  Southlake,
Texas (Dallas/Ft. Worth metro) during the first quarter ended May
1, 1999.

      Comparable store sales increased during the thirteen-week
period  of fiscal 2000. The Company believes that the  increase
experienced  in  comparable store sales during the  period  was
primarily  attributable  to  improved  customer  acceptance  of
product offerings.  The decrease in catalog sales can primarily
be  attributed  to a strategic initiative to reduce  the  total
number of catalogs circulated by 25.3% during the period.

      The  Company's gross margin increased from 33.5%  in  the
quarter ended May 2, 1998 to 34.2% during the comparable period
in the current fiscal year. The increase in gross margin can be
primarily attributed to focused inventory planning and  reduced
markdowns due to higher sales.

      The combined total of selling, general and administrative
expenses  and advertising expense (including catalog production
costs) was 27.8% of sales in the quarter ended May 2, 1998  and
the  comparable period of the current fiscal year respectively.
During  the  current  quarter, an increase  in  payroll-related
expenses  was  offset by a similar decrease in advertising  and
catalog  production costs, in aggregate resulting in no  change
to the total selling, general and administrative expenses as  a
percentage of sales.

       The  average  balance  on  total  outstanding  debt  was
$18,019,000  for  the  quarter ended May 1,  1999  compared  to
$18,314,000 for the comparable period in the prior fiscal year.
This  decrease  in  average balances resulted principally  from
decreases  related to working capital needs.  Average  interest
rates  on  the  Company's line of credit  were  lower  for  the
quarter ended May 1, 1999 compared to 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  1, 1999, net cash provided by operating  activities
was  $325,000  as  compared to net cash provided  by  operating
activities  of $5,514,000 for the same period in  fiscal  1999.
The  decrease  can  be  primarily attributable  to  a  $905,000
increase in the Company's inventories for the quarter ended May
1,  1999,  as compared to a decrease of $3,414,000  during  the
first  quarter of fiscal 1998.  Management expects  the  dollar
amount  of  the Company's merchandise inventories  to  increase
with the expansion of its product development programs, private
label  merchandise  and chain of retail  stores,  with  related
increases  in  trade accounts receivable and accounts  payable.
Period  to  period differences in timing of inventory purchases
and  deliveries  will affect comparability of cash  flows  from
operating activities.

      In  addition, the difference in cash flows from operating
activities  is  partially  due  to  (i)  the  timing  of   cash
disbursements  as reflected in an increase in accounts  payable
of  $35,000  for the quarter ended May 1, 1999  compared  to  a
increase  in  accounts  payable of $454,000  during  the  first
quarter of fiscal 1998 and (ii) an increase in trade and  other
accounts  receivable of $831,000 for the quarter ended  May  1,
1999,  as compared to an increase of $585,000 during the  first
quarter of fiscal 1998.

      Cash  Flows From Investing Activities.   For the  quarter
ended  May  1, 1999, net cash used in investing activities  was
$1,488,000  as  compared to $1,221,000 for  the  first  quarter
ended May 2, 1998.  Capital expenditures totaled $1,579,000 for
the  first quarter ended May 1, 1999 compared to $1,355,000 for
the  quarter  ended  May 2, 1998.  Capital expenditures  during
such  periods  were invested in new stores and  remodeling  and
equipment expenditures in existing operations.

      Cash Flows From Financing Activities.  During the quarter
ended  May 1, 1999, the Company made periodic borrowings  under
its revolving long-term line of credit to finance its inventory
purchases,  product  development and  private  label  programs,
store expansion, remodeling and equipment purchases.

      The Company has available a long-term line of credit with
its  bank.  This line had an average balance of $14,075,000 and
$13,162,000  for  the first quarter of fiscal  1999  and  1998,
respectively.  During the first quarter ended May 1, 1999  this
line  of  credit had a high balance of $15,820,000 and  a  high
balance of $15,292,000 for the first quarter ended May 2, 1998.
The balance outstanding on May 1, 1999 was $15,694,000 compared
to $10,929,000 on May 2, 1998.
     Liquidity.  The Company considers the following as
measures of liquidity and capital resources as of the dates
indicated.

                              January 30,   May 1, 1999  May 2, 1998
                                     1999

 Working capital (000's)          $33,044       $36,122      $31,463
 Current ratio                     5.14:1        5.58:1       4.98:1
 Ratio of working capital
   to total assets                  .52:1         .54:1        .52:1

 Ratio of total debt to
   stockholders' equity             .43:1         .49:1        .43:1

      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  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.

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 will  be
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, approximately 90% of all material  systems  have
been remediated or replaced by Year 2000 compliant software.  The
Company   anticipates  that  all  remaining   material   systems,
including   certain  operating  systems  used  in  the  Company's
distribution center, will be remediated or replaced by the end of
the second quarter of fiscal 2000.

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

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

       The  Company is communicating with its business  partners,
including  key  manufacturers, vendors,  banks  and  other  third
parties  with  whom  it  does  business,  to  obtain  information
regarding their state of readiness with respect to the Year  2000
issue.   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.   Assessment  of
third  party  Year 2000 readiness is expected to be substantially
completed  by the end of the second quarter of fiscal 2000.   The
Company will not be able to determine its most reasonably  likely
worst case scenarios until assessment of third parties' Year 2000
compliance is completed.

       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.   The Company anticipates that contingency plans  will
be  substantially developed by the end of the second  quarter  of
fiscal 2000.

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

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

ITEM  3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

      The primary objective of the following information is  to
provide    forward-looking   quantitative    and    qualitative
information  about the Company's potential exposure  to  market
risks.   The term "market risk" for the Company refers  to  the
risk of loss arising from adverse changes in interest rates and
various  foreign currencies.  The disclosures are not meant  to
be  precise  indicators of expected future losses,  but  rather
indicators of reasonably possible losses.  This forward-looking
information  provides indicators of how the Company  views  and
manages its ongoing market risk exposures.

Interest Rate

     At May 1, 1999, the Company had long-term debt outstanding
of  approximately $19.6 million.  Of this amount, $1.4  million
bears interest at a weighted average fixed rate of 8.16%.   The
remaining $18.2 million bears interest at variable rates  which
averaged approximately 6.2% at May 1, 1999.  A 10% increase  in
short-term interest rates on the variable rate debt outstanding
at  May  1,  1999 would approximate 62 basis points.   Such  an
increase   in  interest  rates  would  increase  the  Company's
interest  expense by approximately $85,000 during the remainder
of fiscal 2000 assuming borrowed amounts remain outstanding.

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

Foreign Currency

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

      The  table below provides information about the Company's
foreign exchange forward contracts as of May 1, 1999 and May 2,
1998, respectively:

                        May 1, 1999                      May 2, 1998
                Average   Notional    Fair        Average   Notional    Fair
                Contract  Amount of   Value       Contract  Amount of   Value
                Rate      Forward                 Rate      Forward
                          Contract                          Contract
                          in U.S.                           in U.S.
                          Dollars                           Dollars
Foreign Exchange
 forward
 contracts:
  Italian lire  1,766  $1,936,949  $1,895,125     1,764    $30,549    $31,167





                             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 exhibits are filed as part of this
          Form 10-Q:


No.                           Description

10.24*    Employment and Deferred Compensation Agreement dated
          May 1, 1999 between Registrant and Rebecca Powell Casey

10.25*    Employment and Deferred Compensation Agreement dated
          February 1, 1999 between Registrant and Harold G.
          Powell

10.26*    Employment and Deferred Compensation Agreement dated
          May 1, 1999 between Registrant and H. Rainey Powell

27.1 Financial Data Schedule

          (b)  Reports on Form 8-K; There were no reports on Form
          8-K filed by the Company during the fiscal quarter
          ended May 1, 1999.
____________________________
*     Constitutes a management contract or compensatory plan or
      arrangement required to be filed as an exhibit to this report.

                        INDEX TO EXHIBITS


No.                    Description


10.24*    Employment and Deferred Compensation Agreement dated
          May 1, 1999 between Registrant and Rebecca Powell Casey

10.25*    Employment and Deferred Compensation Agreement dated
          February 1, 1999 between Registrant and Harold G. Powell

10.26*    Employment and Deferred Compensation Agreement dated
          May 1, 1999 between Registrant and H. Rainey Powell

27.1      Financial Data Schedule

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







                           SIGNATURES


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



                            HAROLD'S STORES, INC.

                        By: /s/H. Rainey Powell
                               H. Rainey Powell
                               President, Chief Operating Officer



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



Date:     June  15, 1999


                       FIRST AMENDMENT TO
                      EMPLOYMENT AGREEMENT


     This  FIRST  AMENDMENT TO EMPLOYMENT AGREEMENT is  made  and
entered  into this    day of May, 1999, to be effective  the  1st
day  of May, 1999 (the "Effective Date"), by and between HAROLD'S
STORES,  INC. (hereinafter referred to as "Harold's") and REBECCA
P.  CASEY  (hereinafter  referred to  as  "Casey"),  for  and  in
consideration  of  the  mutual covenants  hereinafter  contained,
agree as follows:

          1.    Employment  Agreement.  Harold's  and  Casey  are
parties  to an Employment Agreement dated February 1, 1998.   The
parties  desire to amend the Employment Agreement, as  set  forth
herein.

          2.    Amendment.   The base salary for Casey set  forth
in  Section 2.01(a) is hereby increased from $220,000.00 per year
to $300,000.00 per year, as of the Effective Date.

          3.    Other  Provisions.  All other provisions  of  the
Employment Agreement shall remain in full force and effect.

     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Agreement the day and year first above written.

                                   HAROLD'S STORES, INC.


                              By:
                                   H. RAINEY POWELL, President



                                   REBECCA POWELL CASEY




                        HAROLD G. POWELL
     EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENT



          THIS AGREEMENT, made and effective as of the 1st day of
February,  1999, between HAROLD'S STORES, INC. ("Harold's"),  and
HAROLD G. POWELL ("Powell"),

          WHEREAS,  Harold's desires to secure  the  services  of
Powell, and Powell desires to accept such employment.

          NOW,   THEREFORE,  in  consideration  of   the   mutual
covenants contained herein, Harold's and Powell agree as follows:

          1.01    Employment  of  Powell.   Powell  will   render
professional services to Harold's in the capacity of Chairman  of
the  Board  Emeritus  of Harold's and such other  affiliates  and
subsidiaries  as may be designated by the Board of  Directors  of
Harold's  from  time to time.  He will at all times,  faithfully,
industriously and to the best of his ability, perform all  duties
that  may  be required of him and as established by the Board  of
Directors   or   the  Bylaws  of  Harold's.   His  duties   shall
specifically include attendance at meetings of the Board.  Powell
is  hereby vested with authority to act on behalf of the Board in
keeping with policies adopted by the Board, as amended from  time
to  time.   In addition, he shall perform in the same manner  any
special duties assigned or delegated to him by the Board.

          2.01   Compensation.  In consideration for the services
which  Powell performs as Chairman of the Board, Harold's  agrees
to pay him as follows:

               2.01(a)  Base Salary.  Powell shall receive a base
          salary  of  One  Hundred  Twenty-Five Thousand  Dollars
          ($125,000.00)  per year, which shall  be  paid  to  him
          bi-weekly.

               2.01(b)   Cash Bonus.  Annually, Powell  shall  be
          entitled  to  consideration for  a  cash  bonus  in  an
          amount approved by Harold's Compensation Committee.

               2.01(c)   Stock Bonuses.  Powell shall be entitled
          to  participate in any stock bonus program  adopted  by
          the Board of Directors for the benefit of the executive
          officers,  upon  such terms as shall be established  by
          the Board of Directors.

          2.02  Deferred  Compensation.   In  addition,  Harold's
agrees  to  deferred  compensation for Powell  in  an  amount  of
Twenty-Five Thousand Dollars ($25,000.00) per annum.

               2.02(a)   Method of Payment.  Upon the termination
          of the employment of Powell by Harold's for any reason,
          the  full  amount  of  the deferred  compensation  then
          earned  shall  be paid out to Powell  in  such  of  the
          following manners as he may select:

                     (i) A lump sum distribution;
                               (ii)  Installment payments over  a
                         fixed period of time;

                              (iii)     Installment payments over
                         the  balance of Powell's lifetime  based
                         upon the actuarial assumptions described
                         below; or

                               (iv)  Such other method of payment
                         as  mutually agreed upon between  Powell
                         and Harold's.

               2.02(b)   Actuarial and Interest Assumptions.   In
          computing  monthly or other installments,  calculations
          shall  be  made  based on an assumed rate  of  interest
          equal to the one-year Treasury Bill Rate as of the date
          of termination.  Actuarial assumptions shall be made by
          an  actuary chosen by the Board of Harold's in its sole
          discretion.  Any such actuary shall use the 1998 Unisex
          Mortality  Tables.  The Board shall have the  authority
          to  give the actuary any additional instructions needed
          to make necessary calculations.

               2.02(c)   Disability of Powell.  In the  event  of
          the  disability  of Powell to such an  extent  that  he
          should  not  be  able  to continue  his  employment  at
          Harold's  as determined in the sole discretion  of  the
          Board, the deferred compensation benefits

          payable  under this Agreement shall commence  with  the
          date  of the determination by the Board that Powell  is
          so disabled.

               2.02(d)   Death of Powell.  In the  event  of  the
          death   of   Powell,  the  amount   in   the   deferred
          compensation  account of Powell shall be  paid  to  the
          Anna  M. Powell or as otherwise arranged by Powell with
          Harold's in writing.

               2.02(e)   Source  of  Funds.   Harold's   has   no
          obligation to set aside, earmark or entrust any fund or
          money  with  which  to pay its obligations  under  this
          Agreement.   Powell  is  to  be  and  remain  simply  a
          creditor  of Harold's in the same manner as  any  other
          creditor   having  a  claim  for  unpaid  compensation.
          Harold's  reserves the absolute right, at its sole  and
          exclusive discretion, either to fund or to refrain from
          funding  its  obligations  under  this  Agreement.   If
          Harold's  should  choose to fund its  obligations  with
          life  insurance or annuity contracts, or both, Harold's
          reserves the absolute right, in its sole discretion, to
          terminate  such life insurance or annuity  contract  or
          contracts  at  any time.  At no time should  Powell  be
          deemed  to have any right, title or interest in  or  to
          any  specified  asset or assets of Harold's,  including
          any  life  insurance or annuity contract.  Powell  does
          agree,  however,  to  cooperate with  Harold's  in  the
          funding  of  the  obligation  of  Harold's  under  this
          Agreement  in  such manner as may be determined  to  be
          appropriate  by  it and to furnish medical  information
          and  sign  appropriate forms and  applications  at  the
          direction of Harold's.

          3.01   Fringe Benefits.  Except as specified  below  to
indicate  minimums,  Powell shall receive such  fringe  benefits,
including  life, health, dental, disability and  other  forms  of
insurance,  sick leave, vacation, automobile, professional  dues,
community, civic and country club memberships as other  executive
officers of Harold's receive from time to time.

               3.01(a)   Vacation.  Powell shall be  entitled  to
          four  (4)  weeks of compensated vacation time annually.
          Unused vacation time may not be accumulated.

               3.01(b)  Meetings.  Powell will be permitted to be
          absent  from  Harold's during working  days  to  attend
          meetings  and  to  attend to such outside  professional
          duties  in the retailing field as he deems appropriate.
          Attendance at such meetings and accomplishment of  such
          duties  shall  be  fully compensated service  time  and
          shall  not be considered vacation time.  Harold's shall
          reimburse  Powell  for  all expenses  incurred  by  him
          incident  to  attendance  at such  meetings,  and  such
          entertainment incurred by Powell in furtherance of  the
          interests  of  Harold's; provided, however,  that  such
          reimbursement shall be approved by the Board.

               3.01(c)  Duties and Fees.  Harold's agrees to  pay
          dues   and   fees  to  professional  associations   and
          societies  and  to such community organizations,  civic
          clubs,  country clubs, service organizations and  other
          organizations of which Powell is, or becomes, a member.

               3.01(d)  Insurance and Automobile.  Harold's  also
          agrees to:

                    (i)  Insure    Powell   under   its   general
                         liability insurance policy for all  acts
                         done by him in good faith as Chairman of
                         the  Board throughout the term  of  this
                         contract;

                               (ii) Provide, throughout the  term
                         of this contract, a group life insurance
                         policy,  payable to the  beneficiary  of
                         his choice;

                                 (iii)       Provide   disability
                         insurance  for  Powell, payable  to  the
                         beneficiary of his choice;

                               (iv) Provide comprehensive health,
                         major  medical and dental insurance  for
                         Powell and his family; and

                    (v)  Continue furnishing to Powell,  for  the
                         term  hereof, the vehicle which Harold's
                         currently furnishes to him for  business
                         purposes,  and  to pay or reimburse  him
                         for    expenses   of   its    operation,
                         including,    but   not   limited    to,
                         insurance.

          4.01   Duration.  The Agreement shall extend  from  the
date  first above written until January 31, 2000, unless mutually
extended by Powell and Harold's.

          4.02   Consulting by Powell.  Upon the  termination  of
this  Agreement other than because of the death or disability  of
Powell,  or  as set forth in Sections 4.03 or 4.04 below,  Powell
shall  act  as a general advisor and consultant to the management
of  Harold's for a period of ten (10) years.  Powell shall devote
such time as shall be necessary to perform his consulting duties,
subject to reasonable vacations compatible with his position, and
with  due regard for preservation of his health.  Because of  the
goodwill  attributable to Powell's association with Harold's  and
the  desire  of  Harold's  to prevent  Powell's  expertise  being
availed  of by its competitors, Harold's agrees to pay to  Powell
the   compensation  set  forth  below,  notwithstanding  Powell's
disability or other inability to render such services.   Harold's
shall   pay   to  Powell  the  sum  of  Fifty  Thousand   Dollars
($50,000.00) per annum for such services.

          4.03   Termination.   The Board may terminate  Powell's
duties  as Chairman of the Board Emeritus only for acts involving
willful  malfeasance in office as determined  in  good  faith  by
majority vote of the entire Board.  Such termination shall become
effective when such vote is taken.  Written notice shall be given
Powell of such termination, specifying the effective date.  After
such  termination,  all rights, duties and  obligations  of  both
parties shall cease, except that Powell shall be entitled to  the
payments provided for in section 2.02 of this Agreement.

          4.04   Termination by Powell.  Should  Powell,  in  his
discretion, elect to terminate this contract for any other reason
than  as  stated in Section 4.03 above, he shall give  the  Board
ninety (90) days written notice of his decision to terminate.  At
the  end  of  these  ninety (90) days,  all  rights,  duties  and
obligations of both parties to the contract shall cease.

          5.01  Entire Agreement.  This contract constitutes  the
entire  agreement  between  the parties,  and  contains  all  the
agreements  between  them  with respect  to  the  subject  matter
hereof.   It  also  supersedes any and all  other  agreements  or
contracts,  either  oral  or written, between  the  parties  with
respect to the subject matter hereof.

          5.02   Amendment.   Except  as  otherwise  specifically
provided,  the  terms  and conditions of  this  contract  may  be
amended  at any time by mutual agreement of the parties, provided
that  before any amendment shall be valid or effective, it  shall
have  been  reduced  to writing and signed by  the  President  of
Harold's and Powell.

          5.03  Separability.  The invalidity or unenforceability
of any particular provision of this contract shall not affect its
other  provisions, and this contract shall be  construed  in  all
respects  as if such invalid or unenforceable provision had  been
omitted.

          5.04  Successors.  This Agreement shall be binding upon
and inure to the benefit of Harold's, its successors and assigns,
and  shall be binding upon Powell, his administrators, executors,
legatees, heirs and assigns.

          5.05    Applicable  Law.   This  Agreement   shall   be
construed and enforced under and in accordance with the  laws  of
the  State of Oklahoma without giving effect to its conflicts  of
laws provisions.

          THIS  CONTRACT signed this              day  of  April,
1999.



                                   HAROLD'S STORES, INC.


                         By:
                                   H. RAINEY POWELL, PRESIDENT


WITNESS:


                                   HAROLD G. POWELL




                       FIRST AMENDMENT TO
                      EMPLOYMENT AGREEMENT


     This  FIRST  AMENDMENT TO EMPLOYMENT AGREEMENT is  made  and
entered  into this    day of May, 1999, to be effective  the  1st
day  of May, 1999 (the "Effective Date"), by and between HAROLD'S
STORES,  INC.  (hereinafter referred to  as  "Harold's")  and  H.
RAINEY  POWELL (hereinafter referred to as "Powell"), for and  in
consideration  of  the  mutual covenants  hereinafter  contained,
agree as follows:

          1.    Employment  Agreement.  Harold's and  Powell  are
parties  to an Employment Agreement dated February 1, 1998.   The
parties  desire to amend the Employment Agreement, as  set  forth
herein.

          2.    Amendment.   The base salary for Powell set forth
in  Section 2.01(a) is hereby increased from $180,000.00 per year
to $220,000.00 per year, as of the Effective Date.

          3.    Other  Provisions.  All other provisions  of  the
Employment Agreement shall remain in full force and effect.

     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Agreement the day and year first above written.

                                   HAROLD'S STORES, INC.


                              By:
                                   REBECCA P. CASEY,
                                   Chief Executive Officer



                                   H. RAINEY POWELL