SECURITIES AND EXCHANGE COMMISSION
                                
                                
               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-
             August 2, 1997                                 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  September 12, 1997, the registrant had  5,742,894
shares of Common Stock outstanding.
                                
                      Harold's Stores, Inc.
                            Index to
                  Quarterly Report on Form 10-Q
               For the Period Ended August 2, 1997
                                

Part I. - FINANCIAL INFORMATION                                        Page

     Item 1.   Financial Statements

            Consolidated   Balance  Sheets  -  August   2,   1997
(unaudited) and February 1, 1997                     3

          Consolidated Statements of Earnings -
                Thirteen Weeks and Twenty-Six Weeks ended  August
2, 1997 (unaudited) and August 3, 1996(unaudited)    5

          Consolidated Statements of Stockholders' Equity -
                Twenty-Six Weeks ended August 2, 1997 (unaudited)
and August 3, 1996 (unaudited)                       6

          Consolidated Statements of Cash Flows -
                Twenty-Six Weeks ended August 2, 1997 (unaudited)
and August 3, 1996 (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                                         12

      Item  4.    Submission of Matters to  a  Vote  of  Security
Holders        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)
                                
                                                August 2,      February
                                                     1997        1,1997
                                               (unaudited)  
 Current assets:                                            
                                                                       
    Cash                                        $     244           433
    Trade accounts receivable, less                                    
 allowance                                          5,746         5,476
        for doubtful accounts of $222 in
 1998 and $215 in 1997
    Other accounts receivable                         735           673
    Merchandise inventories                        34,113        28,544
    Prepaid expenses                                2,254         2,174
    Prepaid income tax                                887             -
    Deferred income taxes                           1,615         1,615
                                                                       
    Total current assets                           45,594        38,915
                                                                       
 Property and equipment, at cost                   28,484        25,001
 Less accumulated depreciation and                 (9,208)      (7,897)
 amortization
                                                                       
    Net property and equipment                     19,276        17,104
                                                                       
 Other receivables, non-current                     2,345         2,603
 Other assets                                         766           986
                                                                       
                                                                       
    Total assets                                  $67,981        59,608
                                
























                                

    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)

                                                  August 2,    February 1,
                                                       1997           1997
                                                (unaudited)               
                                                                          
 Current liabilities:                                                     
                                                                          
    Current maturities of long-term debt              $ 255            110
    Accounts payable                                  8,044          6,668
    Redeemable gift certificates                        678            923
    Accrued bonuses and payroll expenses              1,276          1,958
    Accrued rent expense                                105            298
    Income taxes payable                                               942
                                                          -
                                                                          
           Total current liabilities                 10,358         10,899
                                                                          
 Long-term debt, net of current maturities           21,666         12,528
 Deferred income taxes                                  146            146
                                                                          
                                                                          
 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                                                     57             57
             outstanding 5,735,140 in August,
 5,713,526 in February
     Additional paid-in capital                      31,774         31,548
     Retained earnings                                3,980          4,430
                                                                          
       Total stockholders' equity                    35,811         36,035
                                                                          
                                                                          
       Total liabilities and stockholders'          $67,981         59,608
 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         26 Weeks Ended
                              August 2,   August 3,   August 2,  August 3,
                                   1997        1996        1997       1996
                                              (Unaudited)
 Sales                          $26,826      22,391      55,234     46,913
                                                                          
 Costs and expenses:                                                      
      Cost  of  goods   sold                                              
 (including occupancy and                                                 
           central    buying     18,510      14,343      37,256     30,373
 expenses,   exclusive    of
 items
          shown   separately
 below)
                                                                          
      Selling,  general  and      5,779       4,936      11,413      9,651
 administrative expenses
                                                                          
     Advertising                  2,384       1,448       5,202      3,424
                                                                          
         Depreciation    and        881         646       1,719      1,311
 Amortization
                                                                          
    Interest expense                233          54         394        180
                                                                          
                                 27,787      21,427      55,984     44,939
                                                                          
     Earnings (loss)  before      (961)         964       (750)      1,974
 income taxes
                                                                          
 Provision for income taxes       (384)         386       (300)        790
                                                                          
    Net earnings (loss)       $   (577)         578       (450)      1,184
                                                                          
 Net earnings (loss) per              $         .10       (.08)        .21
 common share                     (.10)
 Weighted average number of                                               
 common shares                5,764,864   5,612,246   5,797,656  5,450,427
    outstanding
                                
                                

















                                
    See accompanying notes to interim consolidated financial
                           statements.
                                
              HAROLD'S STORES INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     (Dollars in Thousands)
                                
                                
                                            26 Weeks     26 Weeks
                                               Ended        Ended
                                           August 2,    August 3,
                                                1997         1996
                                               (Unaudited)
 Common stock:                                        
                                                      
    Balance, beginning of period                   $             
                                                  57           50
                                                                 
    Issuance of 460,000 shares in 1996                           
                                                   -            4
                                                                 
    Balance, end of period                $       57             
                                                               54
                                                                 
 Additional paid-in capital:                                     
                                                                 
    Balance, beginning of period             $31,548       20,572
                                                                 
    Issuance of 460,000 shares in 1996,            -        6,863
 net of issuance costs of $143
                                                                 
    Employee Stock Purchase Plan                              191
                                                 226
                                                                 
    Balance, end of period                 $  31,774       27,626
                                                                 
                                                                 
 Retained earnings:                                              
                                                                 
    Balance, beginning of period           $   4,430        4,677
                                                                 
    Net earnings (loss)                                     1,184
                                               (450)
                                                                 
    Balance, end of period               $     3,980        5,861





















    See accompanying notes to interim consolidated financial
                           statements.
                                
             HAROLD'S STORES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In Thousands)
                                
                                            26 Weeks    26 Weeks
                                               Ended       Ended
                                           August 2,   August 3,
                                                1997        1996
                                                  (Unaudited)
 Cash flows from operating activities:                          
 Net earnings (loss)                              $        1,184
                                              (450)
 Adjustments to reconcile net earnings                          
 (loss) to net cash
    provided by operating activities:
    Depreciation and amortization             1,719        1,311
    Loss (gain) on sale of assets               (2)          (2)
    Shares issued under employee                226          191
 incentive plan
 Changes in assets and liabilities:                             
    Decrease (increase) in trade and           (332)          33
 other accounts receivable
    Increase in merchandise inventories      (5,569)     (1,846)
    Decrease in other assets                     220          57
    Decrease (increase) in prepaid              (80)         294
 expenses
    Increase in prepaid income tax             (887)           -
    Increase in accounts payable               1,376         193
    Decrease in income taxes payable           (942)       (471)
    Decrease in accrued expenses                                
                                             (1,120)       (396)
                                                                
 Net cash (used in) provided by                              548
 operating activities                       (5,841)
                                                                
 Cash flows from investing activities:                          
    Acquisition of property and              (3,898)     (3,929)
 equipment
    Proceeds from disposal of property                          
 and equipment                                     9          85
    Payment of principal from term loan                         
 to others                                       258           -
                                                                
 Net cash used in investing activities                   (3,844)
                                             (3,631)
                                                                
 Cash flows from financing activities:                          
    Advances on debt                         25,755       19,137
    Payments of debt                        (16,472)    (22,314)
    Issuance of common stock                                    
                                                  -        6,867
                                                                
 Net cash provided by financing                                 
 activities                                   9,283        3,690
                                                                
 Net (decrease) increase in cash and          (189)          394
 cash equivalents
 Cash and cash equivalents at beginning                         
 of period                                      433            2
 Cash and cash equivalents at end of              $             
 period                                         244          396
                                                                









    See accompanying notes to interim consolidated financial
                           statements.
                                
             HAROLD'S STORES, INC. AND SUBSIDIARIES
       NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                August 2, 1997 and August 3, 1996
                           (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 August 2, 1997 and the results  of  its
operations  and  cash flows for the thirteen  week  period  and
twenty-six  week  periods ended August 2, 1997  and  August  3,
1996.   The results of operations for the thirteen week  period
and twenty-six week periods ended August 2, 1997 and August  3,
1996   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  2,
1997  through  January 31, 1998 has been designated  as  fiscal
1998.

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 1997 and
includes common stock equivalents of 36,299 shares and  150,780
shares  for  the  thirteen week period and  75,007  shares  and
145,070 shares for the twenty-six week periods ended August  2,
1997 and August 3, 1996 respectively.

5.   Long-term Debt

      On   July  31, 1997, the Company increased  its  line  of
credit with its bank from $20 million to $21.5 million, through
and  including  September 30, 1997 at which  time  the  maximum
amount of the revolving loan will reduce to $20 million.
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:

                                    13 Weeks Ended         26 Weeks Ended
                                August 2,   August 3,    August 2,   August 3,
                                     1997        1996         1997        1996
                                                                              
 Sales                             100.0%      100.0%       100.0%      100.0%
                                                                              
 Cost of goods sold                (69.0)      (64.1)       (67.4)      (64.7)
 Selling, general and              (21.5)      (22.0)       (20.7)      (20.6)
 administrative expenses
 Advertising expense                (8.9)       (6.5)        (9.4)       (7.3)
 Depreciation and amortization      (3.3)       (2.9)        (3.1)       (2.8)
 Interest expense                                                             
                                    (0.9)       (0.2)        (0.7)       (0.4)
                                                                              
 Earnings (loss) before income     (3.6)         4.3        (1.3)        4.2
 taxes
 Provision for income taxes                                              (1.7)
                                     1.4        (1.7)         .5
                                                                              
 Net earnings (loss)                                        (0.8)%       2.5%
                                   (2.2)%        2.6%

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


                                    13 Weeks Ended         26 Weeks Ended
                                August 2,   August 3,    August 2,   August 3,
                                     1997        1996         1997        1996
                                                                   
 Store sales (000's)                    $      21,192       50,624      43,183
                                   24,995
 Catalog sales (000's)                                                   3,730
                                    1,831       1,199        4,610
                                                                              
 Sales (000's)                          $      22,391       55,234      46,913
                                   26,826
                                                                              
 Total sales growth                 19.8%       17.4%        17.7%       16.2%
 Growth in comparable store        (3.7)%        3.2%      (3.7)%        3.5%
 sales (52 week basis)
 Growth in catalog sales            52.7%     (19.6)%       23.6%      (7.3)%
                                                                              
 Store locations:                                                             
 Existing stores                       37          31           36          29
 New stores opened                                                            
                                        2           1            3           3
    Total stores at end of                                                    
 period                                39          32           39          32

      The  opening  of  new stores, the expansion  of  existing
stores, as well as an increase in catalog sales contributed  to
total sales growth for the first quarter and second quarter  of
fiscal  1998 and 1997.  Significant increases in catalog  sales
are the direct result of the Company's controlled expansion  of
this  segment of the business.  Comparable store sales declined
during the thirteen week period and twenty-six week periods  of
fiscal  1998  as compared to the same periods of  fiscal  1997.
The  opening  of second stores in each of the market  areas  of
Norman,  OK; Memphis, TN; Houston, TX and Washington, D.C.,  in
the  opinion of management, resulted in a decline in comparable
store sales due to a shift of sales from the existing store  to
the  new  store.   In  other locations,  management  attributes
variance  in  comparable store sales to market conditions,  the
merchandise offered and personnel changes.

      New stores opened during the prior twelve months, include
a 5,083 square foot full-line men's and ladies' store opened in
McLean,  Virginia  (Washington, D.C.  metro)  in  August,  1996
(third  quarter);  a  5,496  square foot  full-line  men's  and
ladies'  store opened in Littleton, Colorado (Denver metro)  in
October,  1996  (third quarter); 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);  a  15,521
square foot outlet store opened in Norman, Oklahoma in January,
1997 (fourth quarter); a 6,300 square foot full-line men's  and
ladies'  store opened in Cordova, Tennessee (Memphis metro)  in
March 1997 (first quarter); a 5,500 square foot full-line men's
and ladies' store opened in Wichita, Kansas in May 1997 (second
quarter);  and a 6,000 square foot full-line men's and  ladies'
store opened in Columbus, Ohio in July, 1997 (second quarter).

      The  Company's gross margin decreased during the thirteen
week and twenty-six week periods ending August 2, 1997 compared
to  the comparable periods in the prior fiscal year.  Among the
principal factors contributing to the decrease was an  increase
in  aggregate merchandise markdowns due to excessive  inventory
levels  in  the  Company's stores.  The  Company  has  recently
employed  a new Vice President of Planning to improve inventory
planning  and control, which may be beneficial to the operating
results of the fourth quarter of the current fiscal year.

      Selling, general and administrative expenses decreased as
a  percentage  of  sales during the thirteen  week  period  and
increased  as a percentage of sales during the twenty-six  week
period  ended August 2, 1997 compared to the comparable periods
in the prior fiscal year.  The increase is primarily the result
of  an  increase  in store selling expenses.  The  Company  has
recently  restructured store level management and has added  to
its  district management team to improve the control  of  these
expenses. Management anticipates incremental monetary increases
in  selling, general and administrative expenses as a result of
the Company's continuing expansion plans.

      Advertising  expense including catalog production  costs,
increased  as  a percentage of sales during the  thirteen  week
period  and  twenty-six week periods compared to the comparable
periods in the prior fiscal year. This increase was due in part
to the promotional efforts to liquidate the excess inventory in
the Company's retail stores.

       The  average  balance  on  total  outstanding  debt  was
$17,516,000  for  the  second  quarter  ended  August  2,  1997
compared  to $7,102,000 for the second quarter of fiscal  1997.
This  increase  in  outstanding  debt  was  due  primarily   to
borrowings  under  the  Company's line  of  credit  to  finance
inventory  purchases, store expansion, remodeling and equipment
purchases  and  to  provide financial  assistance  to  a  major
contractor who is instrumental in the Company's design process.
Average  interest rates on the Company's line  of  credit  were
approximately the same for the quarter ended August 2, 1997 and
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 twenty-six
weeks  ended  August  2,  1997,  net  cash  used  in  operating
activities  was $5,841,000 as compared to net cash provided  by
operating activities of $548,000 for the same period in  fiscal
1997.   The  significant decrease in cash flows from  operating
activities   is  partially  attributable  to  an  increase   of
$5,569,000  in  the Company's merchandise inventories  for  the
twenty-six weeks ended August 2, 1997, as compared to the  same
period  of  fiscal 1997, during which inventories increased  by
$1,846,000.   Management  expects  the  dollar  amount  of  the
Company's merchandise inventories to continue 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.
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  $1,376,000
for  the  twenty-six  weeks  ended August  2,  1997  versus  an
increase  in accounts payable of $193,000 for the prior  fiscal
year.

      In order to conform with the current year presentation of
certain  costs associated with new store openings,  comparative
fiscal 1997 amounts were re-classified from prepaid expenses to
capital  assets-construction in progress.  This change resulted
in  a decrease in net cash used in operating activities and  an
increase  in  net  cash  used in investing  activities  in  the
aggregate amount of $907,000.

      Cash  Flows From Investing Activities. For the twenty-six
weeks  ended  August  2,  1997,  net  cash  used  in  investing
activities  totaled $3,631,000 compared to $3,844,000  for  the
same period in fiscal 1997.  Capital expenditures were invested
in  new  stores,  and remodeling and equipment expenditures  in
existing operations.

      Cash Flows From Financing Activities.  During the twenty-
six  weeks  ended  August 2, 1997, the  Company  made  periodic
borrowings  under  its  revolving  credit  facility  (described
below)  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, which was increased effective July 10, 1997  to  $20
million.  On July 31, 1997, the Company increased this line  of
credit from $20 million to $21.5 million, through and including
September  30,  1997 at which time the maximum  amount  of  the
revolving  loan will reduce to $20 million.  This line  had  an
average  balance outstanding of $15,283,000 and $7,511,000  for
the  twenty-six weeks ended August 2, 1997 and August 3,  1996,
respectively.   During  the twenty-six weeks  ended  August  2,
1997, this line of credit had a high balance of $20,000,000 and
a  19,555,000 balance as of August 2, 1997.  The balance as  of
September 12, 1997 was $21,442,000.

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

                             February    August 2,    August 3,
                              1, 1997         1997         1996
                                                               
 Working capital (000's)      $28,016      $35,236      $25,292
 Current ratio                 3.57:1       4.40:1       4.66:1
 Ratio of working capital       .47:1        .52:1        .54:1
 to total assets
 Ratio of total debt to         .35:1        .61:1        .19:1
 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 to meet
its operating needs and capital requirements 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 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.

                                
                             PART II
                                
ITEM 1.  LEGAL PROCEEDINGS

     NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The 1997 Annual Meeting of Shareholders of the Company was
held on June 20, 1997.  The following matters were submitted to
a vote of the Company's shareholders:

     1.   The election of eleven directors (constituting the entire
board  of  directors)  for the ensuing  year  and  until  their
successors are duly elected and qualified.  The results of  the
election for each director were as follows:

        Director                      Votes For       Votes Withheld
                                                             
        Harold G. Powell              4,530,111             15
                                                             
        Rebecca Powell Casey          4,530,096             30
                                                             
        H. Rainey Powell              4,530,111             15
                                                             
        Kenneth C. Row                4,527,690            2,436
                                                             
        James R. Agar                 4,527,675            2,451
                                                             
        Michael T. Casey              4,530,096             30
                                                             
        Robert B. Cullum, Jr.         4,527,630            2,496
                                                             
        Lisa Powell Hunt              4,530,096             30
                                                             
        W. Howard Lester              4,527,690            2,436
                                                             
        Gary C. Rawlinson             4,527,690            2,436
                                                             
        William F. Weitzel            4,527,630            2,496





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                   Pag
                                                      e
                                                       
10.  Third  Amended  and Restated  Credit  Agreement   
 1   dated  April  24, 1997 between  Registrant  and N/A
     Boatment's  National Bank of Oklahoma.
10.  Fourth  Amended  and Restated Credit  Agreement   
 2   dated  June  25,  1997 between  Registrant  and N/A
     Boatment's  Naitonal Bank of Oklahoma.
10.  Fifth  Amended  and Restated  Credit  Agreement   
 3   dated  July  10,  1997 between  Registrant  and N/A
     Boatment's Naitonal Bank of Oklahoma.
10.  Sixth  Amended  and Restated  Credit  Agreement   
 4   dated  July  31,  1997 between  Registrant  and N/A
     NationsBank of Oklahoma.
27.  Financial Data Schedule                         N/A
 1
                                

     (b)  Reports on Form 8-K; There were no reports on Form 8-
K  filed by the Company during the fiscal quarter ended  August
2, 1997.

                                
                            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
                                    Chief Financial Officer
                                                               
                                
Date:     September 17, 1997



                       THIRD AMENDMENT TO
          SECOND AMENDED AND RESTATED CREDIT AGREEMENT

      THIS  THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT  (this "Amendment") is made and entered into  effective
the  24th  day  of  April, 1997, by and between HAROLD'S  STORES,
INC.,  an  Oklahoma corporation (the "Borrower"),  and  BOATMEN'S
NATIONAL BANK OF OKLAHOMA, formerly Boatmen's First National Bank
of Oklahoma ("Lender").


                      W I T N E S S E T H:

      WHEREAS,  the  Borrower and Lender have entered  into  that
certain  Second  Amended  and  Restated  Credit  Agreement  dated
February 28, 1996, as amended by a First Amendment dated June 28,
1996  and  a Second Amendment dated November 6, 1996 (as amended,
the "Agreement");

      WHEREAS,  the Borrower has requested that the Agreement  be
amended to permit Borrower to increase the Revolving Loan from  a
maximum  amount  of  Fifteen Million Dollars ($15,000,000.00)  to
Seventeen  Million  Dollars ($17,000,000.00) up  until  June  30,
1997,  at  which  time the maximum amount of the  Revolving  Loan
would reduce to $15,000,000.00; and

     WHEREAS, Lender is willing to amend the Agreement to provide
for  such  increase and reduction in the maximum  amount  of  the
Revolving  Loan upon the terms and conditions set forth  in  this
Amendment.

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual agreements set forth herein, the parties agree as follows:

I.              Definitions.   The definition of "Corporate  Base
Rate"  in the Agreement is hereby deleted and the definitions  of
"Agreement,"  "Borrowing Base," "LIBOR Rate," "Maximum  Revolving
Facility"  and "Revolving Loan Note" in the Agreement are  hereby
amended in their entirety as follows:

           "Agreement" shall mean that certain Second Amended and
     Restated  Credit Agreement dated February 28,  1996  between
     Borrower and Lender as amended by the First Amendment  dated
     June  28, 1996, the Second Amendment dated November 6,  1996
     and the Third Amendment dated April 24, 1997.

           "Borrowing Base" shall mean an amount equal to the sum
     of  (i) eighty percent (80%) of Eligible Accounts, and  (ii)
     fifty  percent  (50%) of Eligible Inventory  not  to  exceed
     $17,000,000.00  up until June 30, 1997, and  not  to  exceed
     $15,000,000.00 thereafter, as reflected in the most  current
     Monthly Report less all Letters of Credit.

           "LIBOR  Rate" shall mean the London Interbank  Offered
     Rates for either (i) one (1) month or (ii) three (3) months,
     as  published  in  The  Wall Street Journal  indicating  the
     average  of  interbank offered rates for dollar deposits  in
     the  London  market  based on the quotation  at  five  major
     banks.  If the date of the rate change falls on a date  when
     The  Wall Street Journal is not published, then the one  (1)
     month  or  three  (3)  month LIBOR  Rate  published  in  the
     following  issue  of The Wall Street Journal  shall  be  the
     applicable LIBOR Rate used.

           "Maximum  Revolving Facility" shall mean  the  maximum
     aggregate  amount which Lender has agreed to consider  as  a
     ceiling on the outstanding principal balance of loans to  be
     made  to  the Borrower and Letters of Credit issued pursuant
     to  Section  2.   The  Maximum Revolving Facility  shall  be
     Seventeen Million Dollars ($17,000,000.00) up until June 30,
     1997    and   Fifteen   Million   Dollars   ($15,000,000.00)
     thereafter.

           "Revolving  Loan Note" shall mean that  certain  Ninth
     Amended and Restated Reducing Revolving Note executed by the
     Borrower  substantially in the form of Exhibit "A"  attached
     to   the  Third  Amendment  to  this  Agreement,  dated  the
     effective  date  of such Third Amendment,  as  same  may  be
     extended,  renewed, amended or modified from  time  to  time
     pursuant to the terms of this Agreement.

I.              Interest.  Section 2.4 of the Agreement is hereby
amended in its entirety as follows:

           2.4   Interest.   The  Borrower shall  pay  to  Lender
     interest  on  the average daily outstanding balance  of  the
     Liabilities at a rate per annum equal to, at the  option  of
     the  Borrower, one and five-eighths of one percent  (1.625%)
     plus  either  the one (1) or three (3) month LIBOR  Rate  as
     designated  in  writing by the Borrower.  The  Borrower  may
     make  this  selection at any time during the  term  of  this
     Agreement, provided, however, if a LIBOR Rate is selected no
     changes  may  be made until the applicable LIBOR  Rate  time
     period has expired.

I.              Notices.  Section 9.12 of the Agreement is hereby
amended in its entirety as follows:

     A.             Notices.  Except as otherwise expressly provided
     herein, any notice required or desired to be served, given or
     delivered hereunder shall be in writing, shall be addressed to
     the Person to be notified as follows (or to such other address or
     addresses as may hereafter be furnished in writing by the Person
     to be notified):

(a)                      If to the Lender at:

                         Boatmen's National Bank of Oklahoma
               211 North Robinson Avenue
               P. O. Box 25189
               Oklahoma City, Oklahoma  73102-0189
               Attention: Beverly B. Perri, Vice President
               with a copy to

                         Phillips McFall McCaffrey McVay & Murrah
               12th Floor, One Leadership Square
               211 North Robinson
               Oklahoma City, Oklahoma  73102
               Attention: J. Mark Lovelace

(a)                      If to the Borrower at:

               Harold's Stores, Inc.
               765 Asp
               P. O. Box 2970
               Norman, Oklahoma   73070
               Attention:  H. Rainey Powell, President
                           and Chief Operating Officer

I.              Definitions.  Except as specifically  defined  in
this  Amendment,  capitalized terms used in this Amendment  shall
have the same meanings ascribed to them in the Agreement.

I.              No Default, Event of Default or Claims.  No event
has  occurred which constitutes a Default or Event of Default and
the  Borrower  has  no and waives any claims, rights,  setoff  or
defense  against the Lender under the Agreement,  as  amended  by
this Amendment, or the other Financing Agreements.

I.             Miscellaneous.

     A.             Effect of Amendment.  The Agreement, as amended,
     modified and supplemented by this Amendment, shall continue in
     full force and effect in accordance with its covenants and terms
     and is hereby ratified, restated and reaffirmed in every respect
     by the Borrower and the Lender, including any security interests
     granted pursuant thereto, as of the date hereof.  Each of the
     Borrower's representations and warranties contained  in  the
     Agreement and other Financing Agreements are true and correct as
     of the date hereof and with the same force and effect.  To the
     extent the terms of this Amendment are inconsistent with the
     terms of the Agreement, this Amendment shall control and the
     Agreement shall be amended, modified or supplemented so as to
     give  full  effect to the transaction contemplated  by  this
     Amendment.

     A.             Descriptive Headings.  The descriptive headings of
     the sections of this Amendment are inserted for convenience only
     and shall not be used in the construction or the content of this
     Amendment.

     A.             Multiple Counterparts.  This Amendment may be
     executed in one or more counterparts, each of which shall, for
     all purposes of this Amendment, be deemed an original, but all of
     which shall constitute one and the same agreement.
     IN WITNESS WHEREOF, Borrower and the Lender have caused this
Amendment  to be duly executed effective the date and year  first
above written.

                              "BORROWER":                HAROLD'S
                              STORES,     INC.,    an    Oklahoma
                              corporation


                              By:
                                  H. Rainey Powell, President and
                                          Chief Operating Officer

                              "LENDER":                 BOATMEN'S
                              NATIONAL BANK OF OKLAHOMA, formerly
                              Boatmen's  First National  Bank  of
                              Oklahoma


                              By:
                                 Beverly B. Perri, Vice President
                                                                 
                                                                 

                       FOURTH AMENDMENT TO
          SECOND AMENDED AND RESTATED CREDIT AGREEMENT

      THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is made effective June 25, 1997,  by
and  between  HAROLD'S  STORES,  INC.,  an  Oklahoma  corporation
("Borrower"),  and BOATMEN'S NATIONAL BANK OF OKLAHOMA,  formerly
Boatmen's First National Bank of Oklahoma ("Lender").


                      W I T N E S S E T H:

      WHEREAS,  Borrower and Lender have entered  into  a  Second
Amended and Restated Credit Agreement dated February 28, 1996, as
amended  by  a  First  Amendment dated June 28,  1996,  a  Second
Amendment  dated  November 6, 1996 and a  Third  Amendment  dated
April 24, 1997 (as amended, the "Agreement");

      WHEREAS,  Borrower  has requested  that  the  Agreement  be
amended to permit Borrower to increase the Revolving Loan from  a
maximum  amount of Seventeen Million Dollars ($17,000,000.00)  to
Eighteen  Million  Dollars ($18,000,000.00)  and  to  extend  the
maturity date thereof until June 30, 1999; and

     WHEREAS, Lender is willing to amend the Agreement to provide
for such increase in the maximum amount of the Revolving Loan and
extension of the maturity date upon the terms and conditions  set
forth in this Amendment.

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual agreements set forth herein, the parties agree as follows:

I.              Definitions.   The  definitions  of  "Agreement,"
"Borrowing  Base,"  "Maximum Revolving Facility"  and  "Revolving
Loan  Note" in the Agreement are hereby amended in their entirety
as follows:

           "Agreement" shall mean that certain Second Amended and
     Restated  Credit Agreement dated February 28,  1996  between
     Borrower  and  Lender as amended by a First Amendment  dated
     June 28, 1996, a Second Amendment dated November 6, 1996,  a
     Third  Amendment dated April 24, 1997 and a Fourth Amendment
     dated June 25, 1997.

           "Borrowing Base" shall mean an amount equal to the sum
     of  (i) eighty percent (80%) of Eligible Accounts, and  (ii)
     fifty  percent  (50%) of Eligible Inventory  not  to  exceed
     $18,000,000.00,  as  reflected in the most  current  Monthly
     Report less all Letters of Credit.

           "Maximum  Revolving Facility" shall mean  the  maximum
     aggregate  amount which Lender has agreed to consider  as  a
     ceiling on the outstanding principal balance of loans to  be
     made  to  the Borrower and Letters of Credit issued pursuant
     to  Section  2.   The  Maximum Revolving Facility  shall  be
     Eighteen Million Dollars ($18,000,000.00).
           "Revolving  Loan Note" shall mean that  certain  Tenth
     Amended and Restated Revolving Note executed by the Borrower
     substantially  in the form of Exhibit "A"  attached  to  the
     Fourth Amendment to this Agreement, dated the effective date
     of  such Fourth Amendment, as same may be extended, renewed,
     amended or modified from time to time pursuant to the  terms
     of this Agreement.

I.              Extension of Maturity Date.  Sections 2.7 and 2.8
of the Agreement are hereby amended in their entirety as follows:

           2.7   Term  of  this Agreement.  This Agreement  shall
     terminate on June 30, 1999, at which time all principal  and
     accrued interest shall be immediately due and payable.   All
     of  Lender's rights and remedies under this Agreement  shall
     survive such termination until all of the Liabilities  under
     this  Agreement and the other Financing Agreements have been
     paid in full.  In addition, this Agreement may be terminated
     as set forth in Section 7.  Upon the effective date of termi
     nation  of the Revolving Loan, all of the Liabilities  shall
     become immediately due and payable without notice or demand;
     provided, however, that if such termination is by reason  of
     an  event  specified  in Section 8, all of  the  Liabilities
     shall  become  immediately  due and  payable  at  such  time
     without notice or demand.

           2.8   Letters of Credit.  (i) Lender agrees to  extend
     credit  to  Borrower at any time and from time  to  time  by
     issuing, extending, re-issuing or amending Letters of Credit
     pursuant to the executed Letter of Credit Agreements.   (ii)
     Each of the Letters of Credit shall (a) be issued by Lender,
     (b) contain such terms and provisions as required by Lender,
     including payment of customary fees, (c) be for the  account
     of  Borrower in favor of a beneficiary reasonably acceptable
     to Lender, (d) expire not later than the expiration date set
     forth  respectively in each Letter of Credit, which  in  the
     case  of commercial Letters of Credit shall not be more than
     one  hundred  eighty (180) days from the date  of  issuance,
     unless  prior  approval of Lender is obtained for  a  longer
     period,  but  in  no  event shall any commercial  Letter  of
     Credit have an expiration date beyond September 30, 1999.

I.              Definitions.  Except as specifically  defined  in
this  Amendment,  capitalized terms used in this Amendment  shall
have the same meanings ascribed to them in the Agreement.

I.              No Default, Event of Default or Claims.  No event
has  occurred which constitutes a Default or Event of Default and
the  Borrower  has  no and waives any claims, rights,  setoff  or
defense  against the Lender under the Agreement,  as  amended  by
this Amendment, or the other Financing Agreements.

I.             Miscellaneous.

     A.             Effect of Amendment.  The Agreement, as amended,
     modified and supplemented by this Amendment, shall continue in
     full force and effect in accordance with its covenants and terms
     and is hereby ratified, restated and reaffirmed in every respect
     by the Borrower and the Lender, including any security interests
     granted pursuant thereto, as of the date hereof.  Each of the
     Borrower's representations and warranties contained  in  the
     Agreement and other Financing Agreements are true and correct as
     of the date hereof and with the same force and effect.  To the
     extent the terms of this Amendment are inconsistent with the
     terms of the Agreement, this Amendment shall control and the
     Agreement shall be amended, modified or supplemented so as to
     give  full  effect to the transaction contemplated  by  this
     Amendment.

     A.             Descriptive Headings.  The descriptive headings of
     the sections of this Amendment are inserted for convenience only
     and shall not be used in the construction or the content of this
     Amendment.

     A.             Multiple Counterparts.  This Amendment may be
     executed in one or more counterparts, each of which shall, for
     all purposes of this Amendment, be deemed an original, but all of
     which shall constitute one and the same agreement.

     IN WITNESS WHEREOF, the parties have executed this Amendment
effective the date shown above.

                              "BORROWER":                HAROLD'S
                              STORES,     INC.,    an    Oklahoma
                              corporation


                              By:
                                  H. Rainey Powell, President and
                                          Chief Operating Officer

                              "LENDER":                 BOATMEN'S
                              NATIONAL BANK OF OKLAHOMA, formerly
                              Boatmen's  First National  Bank  of
                              Oklahoma


                              By:
                                 Beverly B. Perri, Vice President
                                                                 
                                
                       FIFTH AMENDMENT TO
          SECOND AMENDED AND RESTATED CREDIT AGREEMENT

      THIS  FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is made effective July 10, 1997,  by
and  between  HAROLD'S  STORES,  INC.,  an  Oklahoma  corporation
("Borrower"),  and BOATMEN'S NATIONAL BANK OF OKLAHOMA,  formerly
Boatmen's First National Bank of Oklahoma ("Lender").


                      W I T N E S S E T H:

      WHEREAS,  Borrower and Lender have entered  into  a  Second
Amended and Restated Credit Agreement dated February 28, 1996, as
amended  by  a  First  Amendment dated June 28,  1996,  a  Second
Amendment  dated November 6, 1996, a Third Amendment dated  April
24,  1997 and a Fourth Amendment dated June 25, 1997 (as amended,
the "Agreement");

      WHEREAS,  Borrower  has requested  that  the  Agreement  be
amended to permit Borrower to increase the Revolving Loan from  a
maximum  amount  of Eighteen Million Dollars ($18,000,000.00)  to
Twenty Million Dollars ($20,000,000.00); and

     WHEREAS, Lender is willing to amend the Agreement to provide
for  such  increase in the maximum amount of the  Revolving  Loan
upon the terms and conditions set forth in this Amendment.

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual agreements set forth herein, the parties agree as follows:

I.              Definitions.   The  definitions  of  "Agreement,"
"Maximum  Revolving Facility" and "Revolving Loan  Note"  in  the
Agreement are hereby amended in their entirety as follows:

           "Agreement" shall mean that certain Second Amended and
     Restated  Credit Agreement dated February 28,  1996  between
     Borrower  and  Lender as amended by a First Amendment  dated
     June 28, 1996, a Second Amendment dated November 6, 1996,  a
     Third  Amendment  dated April 24, 1997, a  Fourth  Amendment
     dated  June  25, 1997 and a Fifth Amendment dated  July  10,
     1997.

           "Maximum  Revolving Facility" shall mean  the  maximum
     aggregate  amount which Lender has agreed to consider  as  a
     ceiling on the outstanding principal balance of loans to  be
     made  to  the Borrower and Letters of Credit issued pursuant
     to  Section  2.   The  Maximum Revolving Facility  shall  be
     Twenty Million Dollars ($20,000,000.00).

           "Revolving Loan Note" shall mean that certain Eleventh
     Amended and Restated Revolving Note executed by the Borrower
     substantially  in the form of Exhibit "A"  attached  to  the
     Fifth Amendment to this Agreement, dated the effective  date
     of                         such                        Fifth
     Amendment,  as  same  may be extended, renewed,  amended  or
     modified  from  time to time pursuant to the terms  of  this
     Agreement.

I.              Definitions.  Except as specifically  defined  in
this  Amendment,  capitalized terms used in this Amendment  shall
have the same meanings ascribed to them in the Agreement.

I.              No Default, Event of Default or Claims.  No event
has  occurred which constitutes a Default or Event of Default and
the  Borrower  has  no and waives any claims, rights,  setoff  or
defense  against the Lender under the Agreement,  as  amended  by
this Amendment, or the other Financing Agreements.

I.             Miscellaneous.

     A.             Effect of Amendment.  The Agreement, as amended,
     modified and supplemented by this Amendment, shall continue in
     full force and effect in accordance with its covenants and terms
     and is hereby ratified, restated and reaffirmed in every respect
     by the Borrower and the Lender, including any security interests
     granted pursuant thereto, as of the date hereof.  Each of the
     Borrower's representations and warranties contained  in  the
     Agreement and other Financing Agreements are true and correct as
     of the date hereof and with the same force and effect.  To the
     extent the terms of this Amendment are inconsistent with the
     terms of the Agreement, this Amendment shall control and the
     Agreement shall be amended, modified or supplemented so as to
     give  full  effect to the transaction contemplated  by  this
     Amendment.

     A.             Descriptive Headings.  The descriptive headings of
     the sections of this Amendment are inserted for convenience only
     and shall not be used in the construction or the content of this
     Amendment.

     A.             Multiple Counterparts.  This Amendment may be
     executed in one or more counterparts, each of which shall, for
     all purposes of this Amendment, be deemed an original, but all of
     which shall constitute one and the same agreement.

     IN WITNESS WHEREOF, the parties have executed this Amendment
effective the date shown above.

                              "BORROWER":                HAROLD'S
                              STORES,     INC.,    an    Oklahoma
                              corporation


                              By:
                                  H. Rainey Powell, President and
                                          Chief Operating Officer

                              "LENDER":                 BOATMEN'S
                              NATIONAL BANK OF OKLAHOMA, formerly
                              Boatmen's  First National  Bank  of
                              Oklahoma


                              By:
                                 Beverly B. Perri, Vice President
                                                                 
                                                                 
                        SIXTH AMENDMENT TO
          SECOND AMENDED AND RESTATED CREDIT AGREEMENT

      THIS  SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is made effective July 31, 1997,  by
and  between  HAROLD'S  STORES,  INC.,  an  Oklahoma  corporation
("Borrower"),  and  NATIONSBANK, N.A.,  successor  by  merger  to
Boatmen's National Bank of Oklahoma ("Lender").


                      W I T N E S S E T H:

      WHEREAS,  Borrower and Lender have entered  into  a  Second
Amended and Restated Credit Agreement dated February 28, 1996, as
amended  by  a  First  Amendment dated June 28,  1996,  a  Second
Amendment  dated November 6, 1996, a Third Amendment dated  April
24,  1997,   a Fourth Amendment dated June 25, 1997 and  a  Fifth
Amendment dated July 10, 1997 (as amended, the "Agreement");

      WHEREAS,  Borrower  has requested  that  the  Agreement  be
amended to permit Borrower to increase the Revolving Loan from  a
maximum  amount  of  Twenty Million Dollars  ($20,000,000.00)  to
Twenty-One Million Five Hundred Thousand Dollars ($21,500,000.00)
through  and including September 30, 1997, after which  time  the
maximum   amount   of  the  Revolving  Loan   would   reduce   to
$20,000,000.00; and

     WHEREAS, Lender is willing to amend the Agreement to provide
for  such  increase in the maximum amount of the  Revolving  Loan
upon the terms and conditions set forth in this Amendment.

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual agreements set forth herein, the parties agree as follows:

I.              Loan  Agreement Definitions.  The definitions  of
"Agreement," "Borrowing Base," "Maximum Revolving Facility"   and
"Revolving  Loan  Note" in the Agreement are  hereby  amended  in
their entirety as follows:

           "Agreement" shall mean that certain Second Amended and
     Restated  Credit Agreement dated February 28,  1996  between
     Borrower  and  Lender as amended by a First Amendment  dated
     June 28, 1996, a Second Amendment dated November 6, 1996,  a
     Third  Amendment  dated April 24, 1997, a  Fourth  Amendment
     dated  June 25, 1997, a Fifth Amendment dated July 10,  1997
     and a Sixth Amendment dated July     , 1997.

           "Borrowing Base" shall mean an amount equal to the sum
     of  (i) eighty percent (80%) of Eligible Accounts, and  (ii)
     sixty  percent  (60%) of Eligible Inventory  not  to  exceed
     $21,500,000.00 through and including September 30, 1997, and
     fifty  percent  (50%) of Eligible Inventory  not  to  exceed
     $20,000,000.00  beginning October 1, 1997, as  reflected  in
     the most current Monthly Report less all Letters of Credit.

           "Maximum  Revolving Facility" shall mean  the  maximum
     aggregate  amount which Lender has agreed to consider  as  a
     ceiling on the outstanding principal balance of loans to  be
     made  to  the Borrower and Letters of Credit issued pursuant
     to  Section  2.   The  Maximum Revolving Facility  shall  be
     Twenty-One    Million   Five   Hundred   Thousand    Dollars
     ($21,500,000.00)  through and including September  30,  1997
     and   Twenty  Million  Dollars  ($20,000,000.00)   beginning
     October 1, 1997.

           "Revolving Loan Note" shall mean that certain  Twelfth
     Amended and Restated Reducing Revolving Note executed by the
     Borrower  substantially in the form of Exhibit "A"  attached
     to   the  Sixth  Amendment  to  this  Agreement,  dated  the
     effective  date  of such Sixth Amendment,  as  same  may  be
     extended,  renewed, amended or modified from  time  to  time
     pursuant to the terms of this Agreement.

I.              Reporting and Eligibility Requirements.  Sections
3.1   and  3.2  of  the  Agreement are hereby  deleted  in  their
entirety and replaced by the following:

          3.1  Monthly Reports.  The Borrower shall submit to the
     Lender, not later than the twenty-fifth (25th) day following
     the  end of each month, a monthly report ("Monthly Report"),
     accompanied  by  a Borrowing Base certificate  in  the  form
     attached to the Sixth Amendment to this Agreement as Exhibit
     "B", which shall be signed by the President, chief financial
     officer  or other authorized officer of the Borrower.   Each
     Monthly Report shall include, as of the closing day for  the
     preceding  month:   (i)  a summary  aged  trial  balance  of
     Accounts  for the Borrower ("Accounts Trial Balance");  (ii)
     calculations of the current Borrowing Base; (iii) the amount
     of the outstanding principal balance of the Liabilities; and
     (iv)  a  representation by the Borrower that no  Default  or
     Event of Default occurred during such month or, if a Default
     or  Event  of  Default  has occurred during  such  month,  a
     description of such Default or Event of Default and  of  the
     actions  the Borrower has taken or intends to take  to  cure
     the  same.   Upon  Lender's request therefor,  the  Borrower
     shall  furnish  with such specificity as is satisfactory  to
     Lender,  concerning matters included, described or  referred
     to  in  the  Monthly  Reports and  any  other  documents  in
     connection therewith requested by Lender including,  without
     limitation,  but only if specifically requested  by  Lender,
     copies  of  all  invoices prepared in  connection  with  the
     Accounts.  The Monthly Reports shall contain such additional
     information as Lender may reasonably require.

           3.2  Quarterly Reports.  The Borrower shall submit  to
     the  Lender  not  later  than  the  forty-fifth  (45th)  day
     following  the  end  of  each fiscal quarter  and  shall  be
     accompanied  by the Quarterly Borrowing Base and  Compliance
     Certificate (the "Quarterly Report") in the form attached to
     the  Sixth Amendment to this Agreement as Exhibit "C".  Each
     Quarterly Report shall include, as of the closing day of the
     preceding  fiscal quarter:  (i) calculations of the  current
     Borrowing  Base; (ii) the quarterly itemization of Inventory
     described in Section 3.7; and (iii) evidence satisfactory to
     Lender  that each of the covenants set forth in Section  6.9
     has been complied with during such quarter.


      3.    Definitions.  Except as specifically defined in  this
Amendment,  capitalized terms used in this Amendment  shall  have
the same meanings ascribed to them in the Agreement.

      4.    No Default, Event of Default or Claims.  No event has
occurred which constitutes a Default or Event of Default and  the
Borrower has no and waives any claims, rights, setoff or  defense
against  the  Lender  under the Agreement,  as  amended  by  this
Amendment, or the other Financing Agreements.

     5.   Miscellaneous.

           5.1.       Effect  of  Amendment.  The  Agreement,  as
     amended, modified and supplemented by this Amendment,  shall
     continue  in  full force and effect in accordance  with  its
     covenants  and  terms and is hereby ratified,  restated  and
     reaffirmed in every respect by the Borrower and the  Lender,
     including  any security interests granted pursuant  thereto,
     as   of   the   date   hereof.   Each  of   the   Borrower's
     representations  and warranties contained in  the  Agreement
     and  other Financing Agreements are true and correct  as  of
     the  date hereof and with the same force and effect.  To the
     extent the terms of this Amendment are inconsistent with the
     terms of the Agreement, this Amendment shall control and the
     Agreement shall be amended, modified or supplemented  so  as
     to  give full effect to the transaction contemplated by this
     Amendment.

          5.2  Descriptive Headings.  The descriptive headings of
     the  sections of this Amendment are inserted for convenience
     only  and  shall  not  be used in the  construction  or  the
     content of this Amendment.

           5.3   Multiple  Counterparts.  This Amendment  may  be
     executed  in one or more counterparts, each of which  shall,
     for  all  purposes of this Amendment, be deemed an original,
     but   all  of  which  shall  constitute  one  and  the  same
     agreement.

     IN WITNESS WHEREOF, the parties have executed this Amendment
effective the date shown above.

                              "BORROWER":                HAROLD'S
                              STORES,     INC.,    an    Oklahoma
                              corporation


                              By:
                                  H. Rainey Powell, President and
                                          Chief Operating Officer

                              "LENDER":
                              NATIONSBANK, N.A.


                              By:
                                   Kelly H. Sachs, Vice President