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-
            November 2, 1996                                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  November 25, 1996, the registrant had 5,438,095 shares of  Common
Stock outstanding.

                   Harold's Stores, Inc. & Subsidiaries
                                 Index to
                       Quarterly Report on Form 10-Q
                   For the Period Ended November 2, 1996

Part I. - FINANCIAL INFORMATION                                        Page

     Item 1.   Financial Statements

           Consolidated  Balance Sheets - November 2, 1996 (unaudited)  and
October 28, 1995                                                          3

          Consolidated Statements of Earnings -
                Thirteen Weeks and Thirty-nine Weeks ended November 2, 1996
(unaudited)
               and October 28, 1995 (unaudited)                           5

          Consolidated Statements of Stockholders' Equity -
                Thirty-nine  Weeks ended November 2, 1996  (unaudited)  and
October 28, 1995(unaudited)                                               6

          Consolidated Statements of Cash Flows -
                Thirty-nine  Weeks ended November 2, 1996  (unaudited)  and
October 28, 1995(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  6.  Exhibits and Reports on Form 8-K                          12

     Signature                                                           13
                  HAROLD'S STORES, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                  ASSETS
                              (In Thousands)
                                     
                                              November 2,    February 3,
                                                     1996           1996
                                               (unaudited)              
 Current Assets:                                            
                                                                        
    Cash                                       $      275              2
    Trade accounts receivable, less                                     
 allowance                                          5,902          4,687
        for doubtful accounts of $200
    Other accounts receivable                         702            568
    Merchandise inventories                        29,762         21,647
    Prepaid expenses                                3,331          1,759
    Deferred income taxes                             710            710
                                                                        
    Total current assets                           40,682         29,373
                                                                        
 Property and equipment, at cost                   22,784         18,999
 Less accumulated depreciation and                 (7,305)       (6,097)
 amortization
                                                                        
    Net property and equipment                     15,479         12,902
                                                                        
 Other assets                                         783            334
                                                                        
                                                                        
    Total assets                                 $ 56,944         42,609

                  HAROLD'S STORES, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                   LIABILITIES AND STOCKHOLDERS' EQUITY
                     (In Thousands Except Share Data)

                                                November 2,  February 3,
                                                       1996         1996
                                                (unaudited)             
                                                                        
 Current liabilities:                                                   
                                                                        
    Current maturities of long-term debt           $    110           75
    Accounts payable                                  8,593        4,396
    Redeemable gift certificates                        452          672
    Accrued bonuses and payroll expenses              1,859        1,624
    Accrued rent expense                                359          241
    Income taxes payable                                 66          536
                                                                        
           Total current liabilities                 11,439        7,544
                                                                        
 Long-term debt, net of current maturities           10,520        9,540
 Deferred income taxes                                  226          226
                                                                        
                                                                        
 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                                                     54           50
             outstanding 5,436,259 in November
 and 4,958,181 in February
     Additional paid-in capital                      27,700       20,572
     Retained earnings                                7,005        4,677
                                                                        
       Total stockholders' equity                    34,759       25,299
                                                                        
                                                                        
       Total liabilities and stockholders'         $ 56,944       42,609
 equity
                                     
                  HAROLD'S STORES, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF EARNINGS
                     (In Thousands Except Share Data)


                                 13 Weeks Ended          39 Weeks Ended
                             November 2,    October    November     October
                                    1996   28, 1995     2, 1996    28, 1995
                                               (unaudited)                 
                                                                           
 Sales                          $ 29,397     25,415    $ 76,310      65,800
                                                                           
 Costs and expenses:                                                       
     Cost   of  goods   sold                                               
 (including occupancy and                                                  
          central     buying      18,885     16,350      49,258      42,317
 expenses,   exclusive    of
 items
          shown   separately
 below)
                                                                           
      Selling,  general  and       5,812      4,862      15,463      13,427
 administrative expenses
                                                                           
     Advertising                   2,070      2,342       5,494       5,252
                                                                           
     Depreciation and                690        427       2,001       1,481
 Amortization
                                                                           
    Interest expense, net             34        108         214         340
                                                                           
                                  27,491     24,089      72,430      62,817
                                                                           
 Earnings   before    income       1,906      1,326       3,880       2,983
 taxes
                                                                           
 Provision for income taxes          762        530       1,552       1,193
                                                                           
 Net earnings                    $ 1,144        796    $  2,328       1,790
                                                                           
 Net earnings per common       $     .21        .16         .44         .36
 share
                                                                           
 Weighted average number of                                                
 common shares                 5,562,060  4,991,322   5,336,139   4,988,468
    outstanding
                                     
                   HAROLD'S STORES INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                          (Dollars in Thousands)
                                     
                                     
                                     
                                               39 Weeks Ended
                                           November 2,    October
                                                  1996   28, 1995
                                                    (unaudited)
 Common stock:                                         
                                                       
    Balance, beginning of period             $      50         47
                                                                 
    Issuance of 460,000 shares in 1996               4           
                                                                -
                                                                 
    Balance, end of period                   $      54           
                                                               47
                                                                 
 Additional paid-in capital:                                     
                                                                 
    Balance, beginning of period               $20,572     17,491
                                                                 
     Issuance of 460,000 shares in 1996,         6,860          -
 net of issuance costs of $145,000
                                                                 
     Employee Stock Purchase Plan                  268           
                                                              197
                                                                 
    Balance, end of period                     $27,700     17,688
                                                                 
                                                                 
 Retained earnings:                                              
                                                                 
    Balance, beginning of period                $4,677      4,722
                                                                 
    Net earnings                                 2,328      1,790
                                                                 
    Balance, end of period                      $7,005      6,512

                                     
                                     
                  HAROLD'S STORES, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In Thousands)
                                     
                                         39 Weeks       39 Weeks
                                            Ended          Ended
                                      November 2,    October 28,
                                             1996           1995
                                                (unaudited)
 Cash flows from operating                                      
 activities:
 Net earnings                            $  2,328          1,790
 Adjustments to reconcile net                                   
 earnings to net cash
    provided by operating
 activities:
    Depreciation and amortization           2,001          1,481
    Shares issued under employee              268            197
 incentive plan
    Changes in assets and                                       
 liabilities:
    Increase in trade and other           (1,349)        (2,009)
 accounts receivable
    Increase in merchandise               (8,115)        (4,602)
 inventories
    Increase in other assets                (449)          (479)
    Increase in prepaid expenses          (1,572)          (490)
    Increase in accounts payable            4,197          1,906
    Decrease in income taxes                (470)          (324)
 payable
    Increase in accrued expenses              133            458
                                                                
 Net cash used in operating               (3,028)        (2,072)
 activities
                                                                
 Cash flows from investing                                      
 activities:
    Acquisition of property and           (4,669)        (2,979)
 equipment
    Proceeds from disposal of                  91              -
 property and equipment
                                                                
 Net cash used in investing               (4,578)        (2,979)
 activities
                                                                
 Cash flows from financing                                      
 activities:
    Advances on note payable               31,417         23,324
    Payments of note payable             (30,332)       (18,144)
    Payments of long-term debt               (70)           (56)
    Issuance of common stock                6,864              -
                                                                
 Net cash provided by financing             7,879          5,124
 activities
                                                                
 Net increase in cash                         273             73
 Cash and cash equivalents                      2            109
 beginning of period
 Cash and cash equivalents at end       $     275            182
 of period
                  HAROLD'S STORES, INC. AND SUBSIDIARIES
            NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                   November 2, 1996 and October 28, 1995
                                (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 November 2, 1996
and  the  results of its operations and cash flows for the thirteen  week
period  and  thirty-nine week periods ended November 2, 1996 and  October
28,  1995.   The results of operations for the thirteen week  period  and
thirty-nine week periods ended November 2, 1996 and October 28, 1995  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 4, 1996 through February
1, 1997, has been designated as fiscal 1997.

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

      Net  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 1996 and includes  common  stock
equivalents  of  137,341  and 44,805 is fiscal  1997,  and  fiscal  1996,
respectively.

5.        Long-term Debt

      On  May  13,  1996, the Company entered into a long-term  (15-year)
financing agreement in the amount of $956,000, bearing a 8.34% fixed rate
of interest, secured by land and buildings.

6.        Pre-Opening Expenses

     During fiscal 1997, the Company has changed its accounting policy to
amortize over a six month period the costs associated with the opening of
new  stores instead of expensing these costs during the first full  month
of  operation.   This  change does not have  a  material  effect  on  the
Company's results of operations.

7.        Subsequent Event

      On  November  6,  1996,  the  Company  made  a  term  loan  to  CMT
Enterprises, Inc., ("CMT"), in the principal amount of $2,750,000, to  be
used  by CMT to refinance its existing revolving line of credit at a  New
York City bank of $1,391,000 and for working capital purposes.  CMT is  a
major  independent  contractor whose assistance is  instrumental  in  the
Company's  design process.  Due to the significant role CMT plays in  the
product  development  process the Company  opted  to  provide  this  loan
funding to assure CMT's continuing viability.

      The term loan matures December 31, 2002, and bears interest at  the
national  prime  rate, plus 4.25%, with a floor interest rate  of  12.5%.
Principal  and  interest on the loan are payable in  approximately  equal
monthly  installments,  subject  to semi-annual  adjustments  based  upon
changes  in  the  prime rate.  The loan is governed by a  loan  agreement
containing terms and conditions customary to financings of this type.

      The  loan is secured by substantially all assets of CMT.   Franklin
Bober  (CMT's  President  and  Chief Executive  Officer)  has  personally
guaranteed  repayment  of  the  loan and granted  the  Company  a  second
mortgage  lien  on  his  farm in Duchess County, New  York.   As  further
security  for  the  loan, Mr. Bober has pledged 100% of  the  outstanding
stock  of  CMT  and  granted a subordinated lien in  cash  collateral  of
approximately $340,000.  In addition, CMT has issued a 10-year warrant to
the Company to purchase 20% of the outstanding stock of CMT.
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
                         November 2,       October     November      October
                                1996      28, 1995      2, 1996     28, 1995
                                                                            
 Sales                         100.0%       100.0%        100.0%      100.0%
                                                                            
 Cost of good sold            (64.2)        (64.3)       (64.5)       (64.3)
 Selling, general and                                                       
 administrative               (19.8)        (19.1)       (20.3)       (20.4)
     expenses
 Advertising expense           (7.1)         (9.2)        (7.2)        (8.0)
 Depreciation and              (2.3)         (1.7)        (2.6)        (2.3)
 amortization
 Interest expense, net         (0.1)         (0.5)        (0.3)             
                                                                       (0.5)
                                                                            
 Earnings before income          6.5          5.2           5.1         4.5
 taxes
 Provision for income          (2.6)         (2.1)        (2.0)        (1.8)
 taxes
                                                                            
 Net earnings                   3.9%          3.1%         3.1%         2.7%

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

                              13 Weeks Ended             39 Weeks Ended
                         November 2,      October      November     October
                                1996     28, 1995       2, 1996    28, 1995
                                                                 
 Store sales (000's)         $27,114       22,829        70,297      59,189
 Catalog sales (000's)         2,283        2,586         6,013       6,611
                                                                           
 Net sales (000's)           $29,397       25,415        76,310      65,800
                                                                           
 Total sales growth             15.7%       20.8%         16.0%       23.7%
 Growth in comparable                                                      
 store sales                     0.0%        7.9%          2.2%        7.4%
      (52 week basis)
 Growth in catalog            (11.7)%       32.1%        (9.0)%       33.0%
 sales
                                                                           
 Store locations:                                                          
 Existing stores                  32           26            29          25
 New stores opened                 3            1             6           2
    Total stores at end           35           27            35          27
 of period

     The opening of new stores, and comparable store sales contributed to
an  overall  increase in total sales growth for the  third  quarters  and
thirty-nine  weeks of fiscal 1997 and 1996.  The Transition  and  Fall  I
Books were primarily responsible for the decrease in Catalog sales during
the  thirteen  week and thirty-nine week period ended  November  2,  1996
compared to the same period in the prior fiscal year.

      New  stores opened during the prior twelve months include  a  5,200
square  foot  full-line men's and ladies' store opened  in  Baton  Rouge,
Louisiana  in  November  1995  (third quarter),  Harold's  second  outlet
center,  a  5,160 square foot store in Hillsboro, Texas in December  1995
(fourth  quarter),  a 5,076 square foot ladies' and  "Old  School"  store
opened  in  Greenville, South Carolina (first quarter) in March  1996,  a
5,000  square foot full-line men's and ladies' store opened  in  Leawood,
Kansas  in  May 1996 (first quarter), and a 5,205 square full-line  men's
and ladies' store opened in Raleigh, North Carolina in June, 1996 (second
quarter), a 5,083 square foot full-line men's and ladies' store opened in
McLean, Virginia in August, 1996; a 5,496 square foot full-line men's and
ladies'  store  opened in Denver, Colorado in October 1996  and  a  5,857
square  foot  full line men's and ladies' store, known as  Harold  Powell
opened in Houston, Texas in November 1996 (third quarter).
     The Company's gross margin increased during the thirteen weeks ended
November  2,  1996 compared to the comparable period in the prior  fiscal
year.   This increase was primarily the result of improvements  in  men's
operations.  For the thirty-nine weeks ended November 2, 1996 compared to
the  same  period in the prior fiscal year, the decrease in the Company's
gross margin was the result of an increase in markdowns due to lower than
anticipated ladies' sales.

       Selling,  general  and  administrative  expenses  increased  as  a
percentage  of  sales during the thirteen weeks ended  November  2,  1996
compared  to  the  comparable  period in the  prior  fiscal  year.   This
increase  was  primarily due to the commencement  of  operations  in  new
stores.  For the thirty-nine weeks ended November 2, 1996 compared to the
same period in the prior fiscal year, selling, general and administrative
expenses decreased due to the leveling of corporate overhead.  Management
anticipates  incremental  monetary  increases  in  selling,  general  and
administrative expenses as a result of the Company's continuing expansion
plans.

      The  average  balance  on  total outstanding  debt  was  $8,134,000
compared to $6,997,000 for the first thirty-nine weeks of fiscal 1997 and
fiscal 1996, respectively.  This increase in outstanding debt was due  to
borrowings  under  the  Company's line of  credit  to  finance  inventory
purchases, store expansion, remodeling and equipment purchases.   Average
interest  rates  on  the Company's line of credit were approximately  the
same  in  both the current and prior fiscal years. Total interest expense
before  capitalization  for product development costs  for  the  thirteen
weeks  ended November 2, 1996 was $139,000 compared to $196,000  for  the
same  period ended October 28, 1995, and was $479,000 for the thirty-nine
weeks ended November 2, 1996 compared to $484,000 for the same period  in
fiscal  1996.  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  thirty-nine  weeks
ended  November  2,  1996,  net  cash used in  operating  activities  was
$3,028,000 as compared to $2,072,000 for the same period in fiscal  1996.
The difference in cash flows from operating activities between the fiscal
periods  is  partially  due  to  (i) an increase  of  $8,115,000  in  the
Company's  merchandise  inventories  for  the  thirty-nine  weeks   ended
November  2,  1996,  as compared to the prior fiscal year,  during  which
inventories  increased  by $4,602,000, (ii) significant  changes  in  the
timing  of  cash  receipts  and disbursements  included  an  increase  of
$1,349,000 for the thirty-nine weeks ended November 2, 1996 compared to a
increase  of  $2,009,000 for the same period ended October 28,  1995,  in
trade and other accounts receivables, and (iii) an increase of $4,197,000
in  the  Company's  accounts payable during the thirty-nine  weeks  ended
November  2, 1996, versus an increase in payables of $1,906,000  for  the
prior fiscal year.

      Management  expects the dollar size of its merchandise  inventories
will  increase  as  it expands its number of retail  stores  and  catalog
operation,  with  related increases in trade accounts payable,  and  that
period-to-period  differences  in  timing  of  inventory  purchases   and
deliveries  will  affect  comparability  of  cash  flows  from  operating
activities.

      Cash  Flows  From Investing Activities.  For the thirty-nine  weeks
ended  November  2,  1996, net cash used in investing activities  totaled
$4,578,000  compared to $2,979,000 for the same period  in  fiscal  1996.
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 November 2, 1996, the Company successfully completed an offering of
460,000  shares  of  newly  issued common stock  which  resulted  in  net
proceeds to the Company of approximately $6,860,000.

      The Company has available a long term line of credit with its bank,
which  was increased effective February 28, 1996 to a $15 million  credit
facility.  On May 13, 1996 the Company entered into a long-term (15-year)
financing agreement in the amount of $956,000, bearing a 8.34% fixed rate
of interest, secured by land and buildings.  During the thirty-nine weeks
ended  November 2, 1996, the Company made periodic borrowings  under  its
revolving  credit  facility  to finance its  inventory  purchases,  store
expansion, remodeling and equipment purchases for the fiscal year.   This
line  had  an average balance of $6,961,000 and $6,355,000 for the  first
thirty-nine  weeks  of  fiscal 1997 and 1996, respectively.   During  the
thirty-nine weeks ended November 2, 1996, this line of credit had a  high
balance  of $10,473,000 and a $9,150,000 balance as of November 2,  1996.
The balance as of  November 25, 1996 was $11,713,000.

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

                              February    November 2,    October
                               3, 1996           1996   28, 1995
                                                                
 Working capital (000's)       $21,829        $29,243    $12,478
 Current ratio                  3.89:1         3.56:1     1.66:1
 Ratio of working capital        .51:1          .51:1      .28:1
 to total assets
 Ratio of total debt to          .38:1          .31:1      .44:1
 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
Christmas  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.

                                     
                                     
                                  Part II


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

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

                                     
                  Certificate of Incorporation, as amended, of the
            3.1   Company.
                  
            10.1  Amendment  to  Lease Agreement dated  June  28,  1996
                  amending  the  Lease  Agreement  dated  May  1,  1996
                  between  the  Company and Carousel  Properties,  Inc.
                  (Campus Corner Store, Norman, Oklahoma), which  Lease
                  Agreement  was filed as Exhibit 10.7 to the Company's
                  Registration  Statement on Form S-2  (File  No.  333-
                  04117).
                  
            10.2  Amended and Restated Term Loan and Security Agreement
                  dated  as  of November 6, 1996 among CMT Enterprises,
                  Inc.  (as borrower), Franklin I. Bober (as guarantor)
                  and the Company (as lender).

          (b)  Reports on Form 8-K.  The Company filed no reports on Form
8-K during the quarter ended                           November 2, 1996.
                                     
                                     
                                     
                                     
                                 SIGNATURE

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


                           HAROLD'S STORES, INC.
                                     
                                     
                          By:/s/H. Rainey Powell
                             H. Rainey Powell
                              President, CFO
                                     


Date: December 11, 1996