1
               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-
            October 31, 1998                                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              .



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

As of December 10, 1998, the registrant had 6,073,958 shares of
Common Stock outstanding.

              Harold's Stores, Inc. & Subsidiaries
                            Index to
                  Quarterly Report on Form 10-Q
              For the Period Ended October 31, 1998

Part I. - FINANCIAL INFORMATION                                        Page

     Item 1.   Financial Statements

      Consolidated  Balance  Sheets  -  October  31,   1998
      (unaudited) and January 31, 1998                                   3

          Consolidated Statements of Earnings -
               Thirteen Weeks and Thirty-nine Weeks ended October
          31, 1998 (unaudited)and November 1, 1997 (unaudited)           5

          Consolidated Statements of Stockholders' Equity -
           Thirty-nine  Weeks ended October 31, 1998  (unaudited)
           and November 1, 1997 (unaudited)                              6

          Consolidated Statements of Cash Flows -
           Thirty-nine  Weeks ended October 31, 1998  (unaudited)
           and November 1, 1997 (unaudited)                              7

          Notes to Interim Consolidated Financial Statements             8

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

Part II - OTHER INFORMATION

     Item 1.   Legal Proceedings                                         13

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

     Signature                                                           14
             HAROLD'S STORES, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                             ASSETS
                         (In Thousands)
                                
                                              October 31,    January 31,
                                                     1998           1998
                                               (unaudited)              
 Current Assets:                                            
                                                                        
    Cash                                         $  2,610            130
                                                    
    Trade accounts receivable, less                                     
      allowance for doubtful account of             6,850          5,822
      $239 in 1999 & $222 in 1998
    Other accounts receivable                         639            886
    Merchandise inventories                        31,172         31,440
    Prepaid expenses                                2,705          2,688
    Prepaid income tax                                 71            961
    Deferred income taxes                                               
                                                    1,154          1,154
                                                                        
    Total current assets                           45,201         43,081
                                                                        
 Property and equipment, at cost                   30,636         28,533
 Less accumulated depreciation and                                      
 amortization                                     (11,242)      (10,197)
                                                                        
    Net property and equipment                     19,394         18,336        
                                                  
                                                                        
 Other receivables, non current                     1,873          2,084
 Other assets                                         590            428      
                                                                  
                                                                        
    Total assets                                 $ 67,058         63,929     
                                                  
                                                                        
                                
                                
                                
             HAROLD'S STORES, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
              LIABILITIES AND STOCKHOLDERS' EQUITY
                (In Thousands Except Share Data)

                                                October 31,     January 31,
                                                    1998           1998
                                                (unaudited)             
                                                                        
 Current liabilities:                                                   
                                                                        
    Current maturities of long-term debt               $513          734
                                                       
    Accounts payable                                  5,272        4,789
    Redeemable gift certificates                        561          916
    Accrued bonuses and payroll expenses              2,260          953
    Accrued rent expense                                196          259      
                                                        
                                                             
                                                                        
           Total current liabilities                  8,802        7,651        
                                                     
                                                                        
 Long-term debt, net of current maturities           19,958       19,708
 Deferred income taxes                                  104          104
                                                                        
                                                                        
                                                                        
 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                             
 6,073,958 in October and 6,044,105 in January           61           60
      
     Treasury stock, 90 shares at cost                  (1)            -
     Additional paid-in capital                      34,162       33,947
     Retained earnings                                3,972        2,459        
                                                     
                                                                        
       Total stockholders' equity                    38,194       36,466        
                                                     
                                                                        
                                                                        
       Total liabilities and stockholders'       $  67,058        63,929   
       equity                                                    
                                
             HAROLD'S STORES, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF EARNINGS
                (In Thousands Except Share Data)


                                   13 Weeks Ended           39 Weeks Ended
                               October 31, November 1,    October  November 1,
                                     1998        1997    31, 1998      1997
                                                 (Unaudited)

                                                                              
 Sales                          $  32,220       31,979     93,475       87,214
                                   
                                                                              
 Costs and expenses:                                                          
  Cost of goods sold                                                
  (including occupancy and                                                     
   central buying expenses,        20,835       22,440     61,378       59,696
   exclusive of items
   shown separately below)
                                                                              
     Selling, general and           8,862        8,068     26,067       24,684
     administrative expenses
                                                                              
     Depreciation and                 974          884      2,835        2,603
     amortization
                                                                              
     Interest expense                 200          314        623          708
                                                                              
                                                                              
                                   30,871       31,706     90,903       87,691
                                                                              
                                                                              
 Earnings (loss) before income                                                
 taxes and cumulative effect        1,349          273      2,572        (477)
 of change in accounting
 principle
                                                                        
    Provision for income taxes       520          109      1,009        (191)
                                                                              
 Earnings (loss) before                                                       
 cumulative effect of change                                                  
 in accounting principle             829          164      1,563        (286)
                                                                              
 Cumulative effect of change                                                  
 in accounting principle              -            -         50            -
 Net earnings  (loss)            $   829          164      1,513        (286)
                                                                              
                                                                              
 Net earnings (loss) per                                                      
 common share before                                                          
 cumulative effect of change                                                  
 in accounting principle:        
    Basic and diluted           $  0.14         0.03       0.26       (0.05)
                                                                              
 Net earnings (loss) per                                                
 common share:                                                                
    Basic and diluted          $   0.14         0.03       0.25       (0.05)
                                                                              
 Weighted average number of                                                   
 common shares (Basic)        6,072,909    6,027,341  6,062,572    6,014,968
                                
                                
             HAROLD'S STORES, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     (Dollars in Thousands)
                                
                                
                                              39 Weeks Ended
                                         October 31,       November 1,
                                                1998           1997
                                               (Unaudited)
                                                      
 
 Common stock:
                                                      
    Balance, beginning of period          $  60                57
                                                 
                                                                 
    Employee Stock Purchase Plan              1                 -
                                                                 
    Balance, end of period                $  61                57
                                                                 
 
 Treasury Stock:
                                                                 
     Balance, beginning of period              -               -
                                                                 
     Employee Stock Purchase Plan             (1)              -
                                                                 
     Balance, end of period               $   (1)              -
                                                                 
 
 Additional paid-in capital:                                     
                                                                 
    Balance, beginning of period          $ 33,947          31,548
                                              
                                                                 
    Employee Stock Purchase Plan              215              310
                                                                 
    Balance, end of period                $  34,162         31,858
                                                                 
 
 Retained earnings:
                                                                 
    Balance, beginning of period          $    2,459       4,430
                                             
                                                                 
    Net earnings (loss)                        1,513        (286)
                                                                 
    Balance, end of period                $    3,972        4,144
                                                                 
                                                                 
                                                                 
                                                                 
                                                                 
                                                                 





             HAROLD'S STORES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In Thousands)
                                
                                              39 Weeks Ended
                                           October       November 1,
                                           31, 1998          1997
                                                   (Unaudited)
 Cash flows from operating activities:                          
 Net earnings (loss)                       $ 1,513           (286)
                                              
 Adjustments to reconcile net earnings                          
 (loss) to net cash
    provided by (used in) operating
    activities:
    Depreciation and amortization            2,835           2,603
    Loss (gain) on sale of assets             10              (2)
                                                
    Shares issued under employee              215             310
 incentive plan
    Changes in assets and liabilities:                          
       Increase in trade and other                              
       accounts receivable                  (907)          (1,218)
         
       Decrease (increase) in                                    
         merchandise inventories              268          (8,599)
        
       Decrease (increase) in other            (162)         664
         assets
       Increase in prepaid expenses             (17)       (485)
       Decrease (increase) in prepaid            890        (751)
         income tax
       Increase in accounts payable              483          3,541
                                                 
       Decrease in income taxes payable            -          (942)
       Increase (decrease) in accrued                           
         expenses                                 889        (832)
                                                                
 Net cash  provided by (used in)                                 
 operating activities                           6,017      (5,997)
                                                                
 Cash flows from investing activities:                          
    Acquisition of property and              (3,951)     (3,392)
      equipment
    Proceeds from disposal of property                          
    and equipment                                 48           9
     
    Payment of principal on term loan to                        
    others                                        337          51
                                                                
 Net cash used in investing activities         (3,566)     (3,332)
                                                                
 Cash flows from financing activities:                          
    Advances on revolving line of credit      34,030      34,072
    Payments on revolving line of credit    (32,732)    (26,010)
    Borrowings of long-term debt                   -       1,024
    Payments of long-term debt               (1,269)       (174)
                                                                
 Net cash provided by financing                                 
 activities                                     29          8,912
                                                                
 Increase (decrease) in cash and cash                            
    equivalents                                2,480        (417)
 Cash and cash equivalents at beginning                         
 of period                                       130         433
 Cash and cash equivalents at end of         
 period                                     $  2,610          16
                                                                


             HAROLD'S STORES, INC. AND SUBSIDIARIES
       NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
              October 31, 1998 and November 1, 1997
                           (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 31, 1998 and the results of  its
operations and cash flows for the thirteen-week and thirty-nine
week periods ended October 31, 1998 and November 1, 1997.   The
results  of  operations for the thirteen- week and  thirty-nine
week  periods ended October 31, 1998 and November 1,  1997  are
not  necessarily  indicative of the results of operations  that
may be achieved for the entire fiscal year.

2.   Definition of Fiscal Year

     The Company has a 52-53 week fiscal year which ends on the
Saturday  closest to January 31.  The period from  February  1,
1998  through January 30, 1999, has been designated  as  fiscal
1999.

3.   Reclassifications

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

4.   Net Earnings Per Common Share

      Basic  earnings  per  common share  are  based  upon  the
weighted average number of common shares outstanding during the
period  restated for the five percent stock dividend in  fiscal
1998.    Diluted  earnings  per  share  reflect  the  potential
dilution  that  could occur if the Company's outstanding  stock
options  were  exercised (calculated using the  treasury  stock
method).  Options to purchase 598,096 shares of common stock at
prices  ranging from $6.38 to $16.71 per share were outstanding
during  1998,  but  were not included in  the  computation of 
earnings per share because  the options exercise price was greater
than the average market price of common shares.

                                                                       
                                13 Weeks   13 Weeks    39 Weeks    39 Weeks
                                 ended       ended       ended       ended
                                October   November 1,   October   November 1,
                                31, 1998     1997      31, 1998      1997
                               (Amounts in thousands, except per share data)
                                                                       
Net earnings (loss)                                                    
applicable to common shares,          
basic and diluted                $  829     $    164     $ 1,513    $  286
                                                                             
Weighted average number of                                                   
common shares outstanding -       6,073       6,027      6,063        6,015
basic

Dilutive effect of potential                                                 
common shares issuable upon                                                  
exercise of employee stock                                                   
options                              2           9          5           31

Weighted average number of                                                   
common shares outstanding -                                                  
diluted                             6,075       6,036      6,068        6,046
                                                                             
Net earnings (loss) per                                                      
common share:
     Basic and Diluted          $    0.14       $0.03     $ 0.25     $(0.05)
                                  


5.   Adoption of New Accounting Pronouncement

     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 for the thirty-nine week period ended October 31,
1998 would have increased by $34,000.

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 net sales represented by items in the
Company's statement of earnings.

                                13 Weeks Ended           39 Weeks Ended
                           October     November     October 31,   November
                           31, 1998    1, 1997      1998          1, 1997

                                                                          
 Sales                       100.0%     100.0%       100.0%          100.0%
                                       
                                                                            
 Cost of goods sold                                                         
  (including occupancy                                                    
  and central buying                                                           
  expenses,                  (64.7)         (70.2)      (65.7)         (68.4)
  exclusive of items
  shown separately
  below)
                                                                            
 Selling, general and       (27.5)         (25.2)      (27.9)         (28.3)
 administrative  expenses
                                                                            
 Depreciation and            (3.0)          (2.8)       (3.0)          (3.0)
 amortization
                                                                            
 Interest expense            (0.6)          (0.9)       (0.6)          (0.8)   
                                                             
                                                                            
 Earnings (loss) before                                                   
 income taxes and                                                         
 cumulative effect of                                                     
 change in accounting          4.2            0.9         2.8        (0.5)
 principle
                                                                          
 Provision for income                                                    
 taxes                       (1.6)        (0.4)       (1.1)           0.2
                                                                          
 Earnings (loss) before                                                   
 cumulative effect of                                                     
 accounting principle         2.6           0.5         1.7          (0.3)
                                                                          
 Cumulative effect of                                                     
 change in accounting                                                     
 principle                        -           -       (0.1)              -
                                                                            
 Net earnings (loss)           2.6%          0.5%       1.6%         (0.3)%
                                
     The following table reflects the sources of the increases
in Company sales for the periods indicated.

                          13 Weeks Ended             39 Weeks Ended
                        October   November 1,   October 31,    November 1,
                       31, 1998          1997          1998           1997
                                                              
 Store sales (000's)   $ 30,491        29,558       86,972          80,183
                        
 Catalog sales                                                            
 (000's)                  1,729         2,421          6,503         7,031
                                                                          
 Net sales (000's)     $ 32,220        31,979         93,475        87,214
                                                                          
 Total sales growth        0.8%          8.8%           7.2%         14.3%

 Decrease in                                                              
 comparable store                                                         
 sales (52 week          (3.5)%        (5.7)%         (2.9)%        (4.5)%
 basis)

 Growth (decrease)                                                        
 in catalog sales       (28.6)%         6.0%          (7.5)%         16.9%
                                                                          
 Store locations:                                                         
 Existing stores             42          39             41            36

 New stores opened           -             2              1             5

    Total stores at                                                       
 end of period               42            41             42            41


      During the thirty-nine weeks ended October 31, 1998,  the
Company opened one new store location (San Antonio, Texas)  and
relocated the Galleria mall store in Dallas, Texas to a  larger
location  as  compared to the opening of five stores  (Memphis,
Tennessee; Wichita, Kansas; Columbus, Ohio; Richmond,  Virginia
and  a  second store in Birmingham, Alabama) 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 for the thirty-nine weeks ended October 31,  1998.
Catalog sales declined during the third quarter and thirty-nine
week  period of fiscal 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 declined during the third quarter
and  thirty-nine week period of fiscal 1999, as compared to the
same  periods of fiscal 1998.  The Company believes the decline
experienced  in comparable store sales during the  periods  was
primarily  attributable to the opening of  a  second  store  in
several  key  markets, including Birmingham, Alabama;  Memphis,
Tennessee; San Antonio, Texas and Norman, Oklahoma.

     The Company's gross margin was 35.3% for the third quarter
of fiscal 1999, as compared to 29.8% in the same period of last
year.  The gross margin also increased for the thirty-nine week
period  ended October 31, 1998 to 34.3%, from a level of  31.6%
in  the same period of last year.  The increase in gross margin
for  both  periods  can  be primarily  attributed  to  improved
inventory  planning,  resulting in lower inventory  levels  and
reduced markdowns.

      Selling,  general and administrative expenses  (including
advertising  and  catalog production costs) increased  2.3%  of
sales  from  the  third quarter of fiscal  1998  to  the  third
quarter  of  fiscal 1999 and declined 0.4%  of  sales  for  the
thirty-nine  weeks ended October 31, 1998 as  compared  to  the
same period of the prior year.  The third quarter increase  was
principally  the result of increased payroll related  expenses,
offset  some  what  by a reduction in advertising  and  catalog
production costs.  The reduction for the thirty-nine weeks  was
principally  the  result  of reduced  advertising  and  catalog
production   cost   expenditures.   Advertising   and   catalog
production  costs  were $1,831,000, or 5.7% of  sales  for  the
third  quarter and $6,006,000, or 6.4% of sales for the thirty-
nine  weeks  ended October 31, 1998, as compared to $2,018,000,
or  6.3% of sales in the same quarter last year and $7,220,000,
or 8.3% in the same thirty-nine week period of last year.

       The  average  balance  on  total  outstanding  debt  was
$17,700,000  for  the  third quarter  ended  October  31,  1998
compared  to $19,300,000 for the third quarter of fiscal  1998.
This  decrease  in  average balances resulted principally  from
reductions in working capital needs.  Average interest rates on
the  Company's line of credit were approximately the  same  for
the  quarter ended October 31, 1998 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.

      The Company's effective income tax rate approximates  the
prior year and is anticipated to remain consistent.

Capital Expenditures, Capital Resources and Liquidity

      Cash  Flows From Operating Activities.  For the thirty-nine
weeks  ended  October  31, 1998, net cash provided  by  operating
activities  was  $6,017,000  as compared  to  net  cash  used  in
operating activities of  $5,997,000 for the same period in fiscal
1998.   The significant increase can be attributed to a  decrease
of   $268,000  in  the Company's inventories for the  thirty-nine
weeks  ended  October  31, 1998 as compared  to  an  increase  of
$8,599,000 for the same period in 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 the timing of cash disbursements
as  reflected  in an increase in accounts payable  of  $483,000
compared  to  an  increase in accounts  payable  of  $3,541,000
during the same period in fiscal 1998.

      Cash  Flows From Investing Activities.  For the thirty-nine
weeks  ended  October  31,  1998,  net  cash  used  in  investing
activities totaled $3,566,000 compared to $3,332,000 for the same
period in fiscal 1998. Capital expenditures were invested in  new
stores, and remodeling and equipment in existing operations.

      Cash Flows From Financing Activities.  During the thirty-
nine  weeks  ended October 31, 1998, 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 $13,162,000  and
$17,036,000  for the thirty-nine weeks ended October  31,  1998
and  November  1,  1997, respectively.  During the  thirty-nine
weeks  ended October 31, 1998, this line of credit had  a  high
balance  of  $16,439,000 and a high balance of $21,500,000  for
the  thirty-nine  weeks ended November 1,  1997.   The  balance
outstanding  on  October 31, 1998 was $16,334,000  compared  to
$19,247,000 on November 1, 1997.

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

                               January    October 31,  November 1,
                              31, 1998           1998         1997
                                                                  
 Working capital (000's)       $35,430        $36,399   $   37,077
 Current ratio                  5.63:1         5.14:1       3.89:1
 Ratio of working capital        .55:1          .54:1        .53:1
 to total assets
 Ratio of total debt to          .56:1          .54:1        .60:1
 stockholders' equity

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

Seasonality

      The Company's business is subject to seasonal influences,
with the major portion of sales realized during the fall season
(third and fourth quarters) of each fiscal year, which includes
the  back-to-school and Holiday selling 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
other assets of the Company.

Year 2000

      The  Year  2000 will have a broad impact on the  business
environment  in  which  the  Company  operates   due   to   the
possibility   that   many  computerized  systems   across   all
industries  will  be  unable to process information  containing
dates  beginning in the Year 2000.  The Company has established
an  enterprise-wide program to prepare its computer systems and
applications  for the Year 2000 and is utilizing both  internal
and  external  resources  to identify,  correct  and  test  the
systems for Year 2000 compliance.  The Company anticipates that
the  majority of its reprogramming will be completed by the end
of  the first quarter of fiscal 2000.  Testing efforts will  be
substantially  concluded by July 31, 1999.  Further  validation
through  testing  will  be conducted throughout  calendar  year
1999.   The  Company expects that all mission-critical  systems
will  be  Year  2000 compliant prior to the  end  of  the  1999
calendar year.

      Because third party failures could have a material impact
on  the  Company's ability to conduct business,  questionnaires
will  be sent to substantially all of the Company's vendors  to
certify that plans are being developed to address the Year 2000
issue.   The  returned questionnaires will be assessed  by  the
Company, and categorized based upon readiness for the Year 2000
issues and prioritized in order of significance to the business
of  the  Company.  To the extent that business-critical vendors
do  not provide the Company with satisfactory evidence of their
readiness to handle Year 2000 issues, contingency plans will be
developed.

      The  Company  anticipates that it will have substantially
completed  an assessment of the Year 2000 compliance status  of
all   information  technology  and  non-information  technology
equipment by December 31, 1998, and will then address the  Year
2000 compliance of such equipment.

      Upgrades  and  replacements to the Company's  information
systems and applications are expected to cost approximately  $2
million from inception in calendar year 1998 through completion
in  calendar year 1999.  Approximately $1.5 million is expected
to be incurred in fiscal 1999 with the remaining $500,000 to be
incurred  in  fiscal  2000.   All  estimated  costs  have  been
budgeted  and  are  expected to be funded by  cash  flows  from
operations.

     The cost of the project and the date on which the Company
plans to complete the Year 2000 modifications are based on
management's best estimates, which were derived utilizing
numerous assumptions of future events including the continued
availability of certain resources, third party modification
plans, and other factors.  Unanticipated failures by critical
vendors as well as the failure by the Company to execute its
own remediation efforts could have a material adverse effect on
the cost of the project and its completion date.  As a result,
there can be no assurance that these forward-looking estimates
will be achieved and the actual cost and vendor compliance
could differ materially from those plans, resulting in material
financial risk.


                                
                             Part II

ITEM 1.   LEGAL PROCEEDINGS

          NONE


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

            (a)   Exhibits.   See  Exhibits  Index  immediately
preceding exhibits.

            27.1  Financial Data Schedule.

           (b)   Reports  on  Form 8-K.  The Company  filed  no
reports    on    Form    8-K   during   the    quarter    ended
October 31, 1998.
                                
                                
                                
                                
                            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.
                                
                                
                      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 15, 1998