2
                  AMENDMENT TO LEASE AGREEMENT


          THIS  AMENDMENT TO LEASE AGREEMENT is made and  entered
into  this  28th  day  of  June, 1996, by  and  between  CAROUSEL
PROPERTIES,  INC., an Oklahoma corporation, hereinafter  referred
to   as  "Landlord,"  and  HAROLD'S  STORES,  INC.,  an  Oklahoma
corporation, hereinafter referred to as "Tenant,"

          W I T N E S S E T H:

          For  and  in  consideration  of  the  mutual  covenants
hereinafter contained, the parties agree as follows:

          1.   Recitations.  On or about May 1, 1996, the parties
entered  into  a Lease Agreement (the "Lease") in regard  to  the
property  described on Exhibit A hereto.  The parties  desire  to
amend the Lease as set forth herein.

          2.    Amendment.  The following provision is  added  to
the Lease as Section 5.3:

               "5.3    Recapture of Leasehold  Improvements.
     In  consideration  for  the  Tenant's  construction  of
     leasehold improvements on the Premises, which will  not
     be  removable trade fixtures as defined in Section  5.1
     of  the Lease, Landlord agrees that if the gross  sales
     from  the  Premises in any lease year  (May  1  through
     April   30)  exceed  $4,500,000.00,  Tenant  shall   be
     entitled  to recapture up to $500,000.00 over the  term
     of the Lease out of fifty percent (50%) of the Rent due
     on all gross sales in excess of $4,500,000.00."
     
          3.    Other  Provisions.  All other provisions  of  the
Lease shall remain in full force and effect.  In the event of any
inconsistency between the terms and provisions of this  Amendment
to  Lease  Agreement and the Lease, the terms and  provisions  of
thisAmendment to Lease Agreement shall control.

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

"LANDLORD"                                               CAROUSEL
                                   PROPERTIES, INC., an  Oklahoma
                                   Corporation

                         
                              By:/s/Harold G. Powell
                              Title:Vice President & Secretary
                              Address:  765 Asp Avenue
                                        Norman, OK   73069
                         
"TENANT"
                                   HAROLD'S   STORES,  INC.,   an
                                   Oklahoma Corporation

     
                              By:/s/H. Rainey Powell
                                   Title:President
                          Address: P.O. Drawer 2970
                                   Norman, OK   73070-2970

\                       ACKNOWLEDGMENTS


STATE OF OKLAHOMA   )
                    )  ss:
COUNTY OF CLEVELAND)

          The  foregoing  instrument was acknowledged  before  me
this 28th day of June , 1996, by Harold G. Powell, Vice President
of  CAROUSEL PROPERTIES, INC., an Oklahoma corporation, on behalf
of said corporation.

                                   /s/Lynn C. Loggins
                                                Notary Public
My commission expires:February 25, 1997




STATE OF OKLAHOMA   )
                    )  ss:
COUNTY OF CLEVELAND)

          The  foregoing  instrument was acknowledged  before  me
this  28th  day of June, 1996, by H. RAINEY POWELL, President  of
HAROLD'S STORES, INC., an Oklahoma Corporation, on behalf of said
corporation.


                                             /s/Lynn C. Loggins
                                             Notary Public
My commission expires: February 25, 1997


                            EXHIBIT A
                               to
                  AMENDMENT TO LEASE AGREEMENT
                                
                                
                                
                                
                  LEGAL DESCRIPTION OF PREMISES




That  portion  of Lots Twenty-Seven (27) through Thirty  (30)  in
Block  One  (1)  of LARSH's UNIVERSITY ADDITION to  the  City  of
Norman,  Cleveland County, Oklahoma, according  to  the  recorded
plat thereof, which is shown as Tracts E, F, ED, G, H, EH, C,  D,
I and A on the drawing attached, and that portion of Lots Thirty-
One  (31)  and  Thirty-Two  (32) in  Block  One  (1)  of  LARSH'S
UNIVERSITY  ADDITION  which  is  currently  paved  and  used  for
parking.