SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 10-K

                   PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THIS SECURITIES
     EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended May 31, 1997       Commission file number 1-6775

                            HOWARD B. WOLF, INC.
           (Exact name of registrant as specified in its charter)

               Texas                                   75-0847571
      (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)            Identification Number)

     3809 Parry Avenue, Dallas, Texas                  75226-1753
 (Address of principal executive offices)              (Zip Code)

                               (214) 823-9941
                      (Registrant's telephone number)

        Securities registered pursuant to Section 12(b) of the Act:

                                              Name of each exchange
          Title of each class                  on which registered
     Common Stock, $0.331/3 par value        American Stock Exchange
        Securities registered pursuant to Section 12(g) of the Act:
                                    None
     
     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 and  (2)  has been
subject to such filing requirements for the past 90 days.
               Yes  X                           No
     
     Indicate by check mark if  disclosure of delinquent filers pursuant to
Item  405  of Regulation  S-K  is not  contained  herein; and  will  not be
contained, to  the best of  registrant's knowledge, in definitive  proxy or
information statements incorporated  by reference in Part III  of this Form
10-K or any amendment to this Form 10-K.
     
     The aggregate market  value of Registrant's common stock  held by non-
affiliates  (based  upon the  closing  sale  price  on the  American  Stock
Exchange) on August 14, 1997 was approximately $3,615,558.
     
     As of  August 14, 1997, there were 1,056,191 shares  of common  stock
outstanding.
<PAGE>                    
                    DOCUMENTS INCORPORATED BY REFERENCE
     
     Portions of the  definitive Proxy Statement for the  Annual Meeting of
Stockholders on September 16, 1997  are incorporated by reference into Part
III. 


                            HOWARD B. WOLF, INC.
                                 FORM 10-K

                               ANNUAL REPORT
                   FOR THE FISCAL YEAR ENDED MAY 31, 1997

                                   PART I

Item 1. Business

General

     Howard B. Wolf,  Inc. (the "Company"), incorporated under  the laws of
the State of Texas in 1952, designs, manufactures and sells women's fashion
apparel  consisting primarily  of dresses,  suits,  shirts and  coordinated
groups of sportswear.
     The  Company's products  are  designed and  presented for  each season
(fall,holiday,  spring  and  summer).  Sales  generally  do  not  fluctuate
materially from  quarter to quarter as a  result of seasonal sales patterns
of the Company's  business. Accordingly, there are  no significant seasonal
fluctuations in quarterly fiscal year shipments.
     Working  capital requirements do not fluctuate materially. The Company
produces  merchandise  to  meet  sales  orders and  does  not  carry  large
inventories to meet estimated sales requirements. The Company does not sell
on  consignment.  The  merchandise return  policy  provides  for return  of
defective merchandise within ten days after receipt. Primary sale terms are
8/10  EOM and Net/10 EOM. Requests are  received for extended payment terms
for up to thirty days from due date primarily for shipments made early in a
season. These requests are generally granted subject to the credit standing
of the customer. Extended payment requests do not have a material effect on
cash flow.

Principal Products and Markets


     The  Company merchandises  its products  (fashion  apparel for  women)
under the following labels:
          HOWARD WOLF DRESS label-comprised of dresses, ensembles and suits
and  retails   from  approximately  $100  to  $250.  It  is   intended  for
career/professional  and fashionable women  who desire current  styling and
good taste. The  Howard Wolf Dress label, introduced in 1956, is well known
in the fashion field.

          HOWARD WOLF SPORTSWEAR label-designed for career/professional and
fashionable  women, is presented  as separate shirts,  pants, tops, jackets
and sweaters in coordinated groups. Introduced during the Fall 1972 season,
this label retails from approximately $50 to $250.
<PAGE>
          ERNESTO W  label-was introduced in 1976. This  label is currently
used on special request only. It retails from approximately $40 to $150.

          PRET-A-PORTE  label-established in  1969,  is  currently used  on
special request only. It retails from approximately $40 to $125.

          HOWARD WOLF  W label-started on 1993-is designed  as separates in
fashionable  larger sizes  (0x-3x) that  retails from approximately  $60 to
$250.
     The   Howard  Wolf   collections  are   sold   by  independent   sales
representatives,  most  of whom  are  compensated  on  a commission  basis.
Representatives, during each fashion season, call upon retailers throughout
the country and show at the major domestic and regional fashion markets.

Design and Production

     The Company maintains a  design staff in  Dallas to design the  styles
manufactured and sold by it. To an  extent which the Company believes to be
unique  for manufacturers  in  its price  range,  the Company  continuously
monitors   trends  in  style   and  fabric  with   particular  emphasis  on
developments  in  design  for career/professional  and  fashionable  women.
Design personnel of the Company make frequent trips to domestic and foreign
fashion markets. The Company operated one manufacturing facility during the
year on a  forty-hour week, one shift basis, with employment and production
virtually  constant throughout  the year.  The  Company utilized  primarily
domestic independent contractors for most  of its sewing operations,  which
are  under  the Company's  supervision  and  made  in accordance  with  its
specifications and  production schedules. Certain  manufacturing operations
(pattern  making, grading  and predominantly  all cutting)  continue to  be
performed by the Company's employees at its Dallas facility.

     The  Company maintains strict quality control during the manufacturing
process.  Finished products  are received  in the  Dallas facility  and are
carefully inspected and shipped from this location.

Raw Materials

     Raw materials used in the Company's products are primarily fabrics and
trim items. They are of both domestic and foreign origin and are obtainable
from many resources.

Customers

     The Company sells to approximately 800 retailers who operate more than
1,200 stores throughout  North America. No customer accounts  for more than
10%  of sales.  Customers  include many  leading  department and  specialty
stores. Permanent showrooms are maintained  in the Dallas Apparel Mart, the
Atlanta Merchandise Mart and the Los Angeles Mart.
<PAGE>
     In addition to  sales to retailers, the Company  operated two "Fashion
Showroom"  retail stores  located in Dallas  and San Benito,  Texas for the
sale  of merchandise resulting  from excess production,  specially produced
merchandise and seconds.

Backlog Orders

     The Company had approximately $4,600.000 of unshipped order on hand at
May 31, 1997  ($4,800.000 on May 31, 1996). These orders are believed to be
firm. All backlog orders are expected to be filled in the current fiscal 
year.

     Competition

     The  fashion apparel manufacturing industry is highly competitive, and
the  Company competes  with many  other  manufacturers, some  of which  are
larger in  sales and  resources. The principal  methods of  competition are
price and style.  Price is primarily based on fabrication,  trim and style.
Manufacturing processes employed by the Company provide competitive product
pricing.  Style is  based on  current  trends and  fashions. The  Company's
design techniques  and thorough  exploration of  fashion centers  worldwide
provide competitive styling. The Company believes that its products compete
effectively  in terms of buyer acceptance with  those of its competition in
the Company's price range and areas of style concentration. The Company has
no information to determine what share of the market its products represent
in terms of sales.

Employees

     The Company employed 96 persons on a  full-time basis at May 31, 1997.
Of these, 12 were executive, administrative and clerical employees; 13 were
sales  representatives; 57 were design, cutting and manufacturing personnel
and  14  were engaged  in  other  activities  such as  shipping,  warehouse
management,  security  and  transportation. The  Company  had  no employees
represented by a union and believes that it enjoys good relations  with its
employees.

Environmental Considerations

     The cost  and effect of complying with environmental  regulations are
not material due to the nature of the Company's business.

Item 2. Properties
<PAGE>
     The principal offices of  the Company are in  Dallas, Texas where  the
Company owns a  three-story brick building containing  approximately 90,000
square   feet.   This   facility,   containing   the   executive,   design,
administrative, and  data processing  facilities, is  also devoted to  some
manufacturing, and  all merchandise  is shipped  from this  location. These
facilities  are suitable for  the Company's operations  with adequate space
and improvements. Approximately twenty percent of the 90,000 square feet is
not presently utilized by the Company  and has been leased to an  unrelated
entity.

     The Company  owns one  other facility in  Greenville, Texas,  which is
leased  to  a  nonrelated entity  and  is  shown in  the  balance  sheet as
property, plant and  equipment not used in operations.  

     The following table  sets forth pertinent information  concerning each
of the above properties:

                                                    Interest        Square
Location                                            property         feet
Principal office and manufacturing facility           Fee           90,000
Greenville facility                                   Fee           11,900

     The Company leases (under short-term  leases from three to five years)
permanent  showrooms  in the  apparel  marts in  Atlanta, Dallas,  and  Los
Angeles.

     Substantially all  of  the machinery  and  equipment required  in  the
operation of the  business is either owned  or leased by the  Company under
short term leases from thirty six months to forty eight months, and  is in 
good operating condition.

Item 3. Legal Proceedings

     The Company is not involved in any material litigation.

Item 4. Submission of Matters to a Vote of Security Holders

     There were no matters  submitted to a vote of security  holders during
the fourth quarter of 1997.
                                  PART II
Item 5. Market  for the Registrant's Common Equity  and Related Stockholder
Matter

     The common  stock  of the  Company  is traded  on the  American  Stock
Exchange. The  following table gives the high and  low sales prices and the
amount of dividends paid for the fiscal quarters indicated:
<PAGE>
       1997           Date ended           High      Low     Dividend
   First quarter    August 31, 1996       $7 5/8    $6 1/2      .08 
   Second quarter  November 30, 1996       7 3/8     6 1/8      .08
   Third quarter   February 28, 1997       6 3/4     5 7/8      .08
   Fourth quarter     May 31, 1997         7         5 1/2      .08

       1996           Date ended           High      Low     Dividend
   First quarter    August 31, 1995       $6 5/8    $5 5/8      .08
   Second quarter  November 30, 1995       6 3/4     6 1/4      .08
   Third quarter    February 29, 1996      7 3/8     6 9/16     .08
   Fourth quarter     May 31, 1996         7 5/8     6 1/4      .08

     The Company's common stock closed at $6.00 on August 14, 1997.

     As  of  August  14, 1997,  there  were  268 holders  of  record  of the
Company's common stock. The Company paid dividends during fiscal years 1997
and  1996. There  are  no  restrictions on  the  Company's ability  to  pay
dividends other than those provided by statute. The payment of dividends is
reviewed each  period by the  Board of Directors taking  into consideration
earnings, business requirements and economic conditions. A dividend of $.08
per share was declared by the Board of Directors payable August 28,1997  to
shareholders of record August 8, 1997.

Item 6. Selected Consolidated Financial Data
                                                 
                               1997      1996     1995     1994      1993
Net sales                    $14,242   $15,213  $14,436  $14,269   $12,938
Income before federal 
   income tax                  1,004     1,332    1,220    1,222     1,101
Provision for federal
   income tax                    370       460      431      441       392
Net income                       634       872      789      781       708
Net income per share:            .60       .83      .75      .74       .67
Cash dividends per
   common share                  .32       .32      .30      .28       .23
Total assets                   9,552     8,834    8,796    8,266     7,542

Item 7. Management's Discussion and Analysis of
        Financial Conditions and Results of Operations

                            FINANCIAL CONDITION

Liquidity and Capital Resources

     Working  capital  at May  31,  1997  was  $6,713,684, an  increase  of
$377,132, or six percent from the previous year. The current ratio at  May 
31, 1997 is 4.7 to 1 (5.5 to 1 in 1996). Total liabilities to assets equals
twenty percent (seventeen percent in 1996).
<PAGE>
     Cash was used  to fund normal working  capital requirements, including
acquisition of  property,  plant and  equipment, payment  of dividends  and
payment of  matured accounts  payable  and accrued  liabilities. The  cash
balance  at  May 31, 1997  increased $659,428, or  approximately fifty two
percent over 1996.  The increase  was provided by  opertaing  activities of
$1,061,952 less $64,543  used in investing  activities and $337,981 used in
financing activities.

     The accounts  receivable balance increased  approximately twenty two
percent at May 31, 1997 primarily related to the timing of shipments during
the fourth quarter.  Inventories decreased  approximately  eight percent as
sales decreased  by six perecnt.  Accounts  payable and accrued liabilities
increased  approximately  twenty five percent  due to the  timing of raw
material deliveries.

     The Company factors its  accounts receivable with a  commercial factor
on  a matured basis. (Funds are remitted by the factor upon maturity of the
invoices, plus a set number  of collection days). The factor establishes  a
credit line per  customer on a  non-recourse basis. Credit extended  by the
Company in  excess of the  factor's approved credit  line is factored  on a
recourse basis.

     The Company does not have a retirement plan nor offers post retirement
or employment benefits. Accordingly, there will be no impact on the Company
due to SFAS 106,"Employers'Accounting for Post Employment Benefits".

     The provisions of the Taxpayer Relief Act of 1997 are not expected to
have a material impact on liquidity, financial conditions or operations.

     The deferred tax asset at May 31, 1997 totals $214,000. Approximately
$630,000  of taxable  income will  need to  be generated in order to fully 
utilize the deferred tax.  The company has had  in excess  of one milliion 
dollars  in taxable  income over the last  five years.  In view of current 
operations  management  believes  that  adequate  taxable  income  will be 
generated in order to fully utilize the deferred tax.

     The  deductible temporary  differences  that  are expected to reverse 
consists of depreciation which totals $74,000.  It is expected  that these 
differences should reverse out over the  life  of the  assets, or approxi-
mately ten years.  All other temporary differences are expected to reverse 
in fiscal 1998.

     Capital  acquisition and  improvement expenditures during  fiscal 1997
totaled approximately $63,000,  consisting primarily of new  equipment and
improvements to facilities.  These expenditures were funded  out of current
working  capital. There were  no significant  dispositions of  fixed assets
used  in operations during fiscal  1997 and none  are planned during fiscal
1998.  Capital  acquisition  and  improvement expenditures for  the  1997 
fiscal year are planned to  total approximately $200,000, which will consist 
of new equipment to increase operating  efficiencies and  improvements to 
existing  facilities.  Funding will  come from  cash flows  generated through 
operations.  Present facilities are adequate with room for expansion and no 
material requirements for additional facilities or major capital expenditures  
are anticipated in the next few years.                                
<PAGE>
     Shipments in  fiscal 1998 are  expected to be relatively  equal during
each quarter. Inventories are planned  to remain at approximately the same
level  during the coming year  subject to temporary  seasonal  requirements. 
The payment of  dividends is reviewed each quarter taking into consideration
liquidity, net income, business requirements and economic conditions.

     Based  on  current  operations and  internally  generated  cash flows,
management believes  that  adequate resources  will  be available  to  meet
current and future liquidity requirements.

Inflation

     Inflationary  higher prices for  materials, labor, overhead  and other
expenses increased  costs. The  Company attempts to  offset the  effects of
these increased costs through greater productivity, operating efficiencies
and selective price adjustments.

                           RESULTS OF OPERATIONS

1997 Compared to 1996
     Net income for  the fiscal year  ended May 31,  1997 was $633,588, or
$.60 per share, compared to $872,048, or $.83 per share in the 1996 fiscal
year.  1996  net  income includes  $95,154 (net of tax) or $.09 per share, 
from  the  gain on  the sale of property,  plant and equipment not used in 
opertions.

     Net sales for the 1997 fiscal year  were $14,242,006.  Net sales were
approximately six percent lower compared to 1996. 1997 sales reflected the
retail  fashion  apparel industry's   continued  tough  economic  climate.  
Segments of our customer base were affected by a negative foreign exchange 
rate and  an overall  weakened  consumer  demand.  Management  is  working
aggressively to overcome negative industry and economic trends by offering  
a broader product line, exploring alternative sales methods and increasing
penetration in our market base.

     Cost  of  sales decreased seven tenths of one percent as a percentage
relationship to  net sales.  The  percentage decrease  resulted primarily 
from slightly lower overhead costs and expenses.

     Selling, general  and administrative expenses increased approximately
one and  four tenths percent as  a percentage relationship  to net  sales. 
The  percentage  increase  resulted  primarily  due  to higher general and
administrative expenses.  The  provision for  bad  debt expense  increased 
to $127,491 in 1997 from $60,204 in 1996.

     Other income in fiscal 1997 increased approximately twenty percent,
primarily due to higher rental income from property, plant and equipment 
not used in operations.

     Interest income increased approximately two hundred four percent, 
primarily resulting from higher average cash balances.
<PAGE>
     Interest expense decreased approximately thirty nine percent, resulting
primarily from a reduction of extended terms on factored customer accounts.

                          RESULTS OF OPERATIONS

1996 Compared to 1995
     Net income for  the fiscal year  ended May 31,  1996 was $872,048,  or
$.83 per share, compared to  $789,188, or $.75 per share in the 1995 fiscal
year. Income before federal income tax was $1,332,212 in 1996  versus income
before federal income tax of $1,219,946 in 1995.

     Net sales totaled $15,213,047 for the 1996  fiscal year, approximately
five  percent over  the previous year.The  increase results  primarily from
sales mix and selective price increases. The HOWARD WOLF label continues to
experience  good customer acceptance.  However, an overall  weakened demand
for women's apparel  continues to  exert greater  competitive pressures  on
sales  and margins. Management's goal is to  continue to broaden the HOWARD
WOLF market base by greater penetration into domestic and foreign markets.

     Cost  of  sales increased  from  65.0 percent  to  66.6  percent as  a
percentage  relationship to  net sales.  The  percentage increase  resulted
primarily from product sales mix and increased sales allowances.

     Selling, general  and administrative expenses  decreased approximately
one and  one-half percent as  a percentage relationship  to net  sales. The
percentage decrease resulted primarily from the effect of higher net sales.
The  provision for  bad debt expense  increased to $60,204  from $29,829 in
1995.

     Other income decreased approximately forty four percent, primarily due
to lower rental income from property not used in operations.

     Interest income decreased approximately forty  five percent, primarily
due to lower average cash balances.
<PAGE>
     Interest expense increased approximately  fifty one percent, primarily
due to interest costs on extended terms granted on customer accounts.


Item 8. Consolidated Finacial Statements and Supplemantary Data


                 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                 Page

Report of Management                                                9

Independent Auditor's Report                                        9

Consolidated Statements of Operations and
     Retained Earnings for the years ended
     May 31, 1997, 1996 and 1995                                   10

Consolidated Balance Sheets at May 31, 1997 and 1996               11

Consolidated Statements of Cash Flows for the years
     ended May 31, 1997, 1996 and 1995                             12

Notes to Consolidated Financial Statements                      13-17

Consolidated Schedules for the years ended
     May 31, 1997, 1996 and 1995:
     II-Allowance for Collection Losses and Discounts              19

 All  other schedules  are omitted  since the required information  is not
present or  is not present in  amounts sufficient to require submission of
the  schedule  or because  the  information  required  is included  in the
consolidated financial statements and notes thereto.
<PAGE>

Report of Management
   Management is responsible for  the  consolidated  financial  statements
and all  information  in   this annual  report. The  statements have  been
prepared  in conformity with   generally accepted   accounting principles.
Financial information elsewhere in this  report is consistent with that in 
the  consolidated  financial statements.  The consolidated statements have 
been  audited by Lane Gorman Trubitt, L.L.P.,  independent auditors. Their 
role is to express an opinion as to whether management's financial  state-
ments, considered in their entirety, present fairly the Company's financial 
position, operating results and cash flows.

     Management maintains and relies  on  systems  of internal accounting
controls   designed and intended to  provide reasonable assurance that 
assets  are   safeguarded   from loss  or unauthorized use  and  that 
transactions are executed in accordance with management's authorization
and are properly recorded. These  systems  are  tested and evaluated by
management as well as by the independent auditors in connection with their
annual audit.

   The Board of Directors   selects an Audit Committee composed of two 
directors. The committee meets periodically with the independent auditors
to review the scope  and  results of the audit, principles applied in 
financial reporting,  and  financial and  operational controls.  The
independent auditors and corporate accountants have free access to the 
audit committee, who are not employees of the company. On the recommen-
dation of the Audit Committee, the Board of Directors selects and
engages the independent auditors.

/s/Eugene K. Friesen
Eugene K. Friesen
Senior Vice President and Treasurer
Chief Financial Officer
<PAGE>
Independent Auditor's Report

The Board of Directors and Shareholders
Howard B. Wolf, Inc.

  We have  audited the accompanying consolidated balance sheets of Howard
B. Wolf,  Inc. and  subsidiaries as of  May 31, 1997 and 1996,  and the 
related consolidated statements of operations and retained earnings, and 
cash flows for each of the years in the three-year period ended May 31, 
1997. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these 
consolidated financial statements based on our audits. 

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

  In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects,the financial position of
Howard B. Wolf, Inc. and subsidiaries as of May 31, 1997 and 1996, and the
results of their operationa and their cash flows for each of the years in
the three-year period ended May 31, 1997 in conformity with generally
accepted accounting principles.

  We have also audited Schedule II of Howard B. Wolf, Inc. and subsidiaries
for the years ended May 31, 1997, 1996 and 1995. In our opinion, this
schedule presents fairly, in all material respects, the information
required to be set forth therein.

/s/ Lane Gorman and Trubitt, L.L.P.
Lane Gorman Trubitt, L.L.P., Certified Public Accountants

Dallas, Texas
July 9, 1997
<PAGE>
<TABLE>

                            HOWARD B. WOLF, INC.
         CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                           Years ended May 31, 

                                      1997          1996          1995
<S>                               <C>           <C>           <C>
Net sales                        $14,242,066   $15,213,047   $14,434,556
                              
Cost and expenses:
  Cost of sales                    9,392,340    10,132,998     9,381,061
  Selling, general and 
    administrative expenses        3,820,471     3,859,302     3,909,200
  Provision for bad 
    debt expense                     127,491        60,204        29,829
                                  13,340,302    14,052,504    13,320,090
Income from operations               901,764     1,160,543     1,115,466

Gain on sale of property,plant
  and equipment not used in 
  operations                              -        144,172            -
                               
Other income                          64,591        53,848        96,503
Interest income                       67,399        22,159        40,138
Interest expense                     (29,675)      (48,510)      (32,161)

Income before federal income tax   1,004,079     1,332,212     1,219,946
Provision for federal income tax    (370,491)     (460,164)     (430,758)

Net income                           633,588       872,048       789,188
Retained earnings-
  beginning of year                5,074,237     4,540,170     4,067,839
Cash dividends                      (337,981)     (337,981)     (316,857)

Retained earning-end of year      $5,369,844    $5,074,237    $4,540,170

Average number of shares 
  outstanding                      1,056,191     1,056,191     1,056,191

Net income per share                    $.60          $.83          $.75

                           See accompanying notes
</TABLE>
<PAGE>
<TABLE>

                            HOWARD B. WOLF, INC.
                        CONSOLIDATED BALANCE SHEETS
                                  May 31,

                                   ASSETS

                                                    1997          1996
<S>                                              <C>           <C>
Current assets:
  Cash and cash equivalents                     $1,921,415    $1,261,987
  Accounts receivable-net                        2,415,244     1,976,798
  Inventories                                    3,815,653     4,147,286
  Prepaid expenses                                 160,994       160,367
  Deferred federal income tax                      214,000       177,000
                                                 8,527,306     7,723,438

Property, plant and equipment                    2,360,038     2,340,711
  Less accumulated depreciation
    and amortization                            (1,389,205)   (1,286,013)
                                                   970,833     1,054,698

Property, plant and equipment
  not used in operations                             2,718         5,810
Other assets                                        51,097        49,665
                                                $9,551,954    $8,833,611

                    LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued liabilities      $1,772,987    $1,422,824
  Federal income tax payable (receivable)           40,635       (35,938)
    Total current liabilities                    1,813,622     1,386,886
                                              
Deferred federal income tax                         74,000        78,000

Shareholders' equity:
  Common stock,par $.33 1/3;3,000,000 shares
    authorized; 1,081,191 shares issued            360,400       360,400
  Additional paid-in capital                     2,034,088     2,034,088
  Retained earnings                              5,369,844     5,074,237
  Less common stock in treasury,
    at cost, 25,000 shares                        (100,000)     (100,000)
                                                 7,664,332     7,368,725
                                                $9,551,954    $8,833,611

                           See accompanying notes
</TABLE>
<PAGE>
<TABLE>
                             HOWARD B. WOLF, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                             Years ended May 31

                                      1997          1996          1995
<S>                                <C>           <C>           <C>
Cash flows from  
 operating activities:
   Net income                     $  633,588    $  872,048    $  789,188
   Adjustments to reconcile net   
   income to net cash provided
   by operating activities-
     Depreciation and amortization   150,067       152,625       135,229
     Provision for losses 
       on accounts receivable        127,491        60,204        29,829
     Change in deferred 
       federal income tax            (41,000)        2,000       (49,000)
     Gain on sale of property,
       plant and equipment not
       used in operations                 -       (144,172)           -
   Net changes in operating 
     assets and liabilities-
     Accounts receivable            (565,937)      (67,690)     (247,408)
     Inventories                     331,633      (122,426)     (606,768)
     Prepaid expenses                   (626)      (53,737)          108
     Accounts payable and
       accrued liabilities           350,163      (420,924)       44,972
     Federal income tax payable       76,573       (61,594)       16,948
     Net cash provided by 
         operating activities      1,061,952       216,334       113,098

Cash flows from investing activities:
   Other assets                       (1,432)         (830)         (258)
   Additions to property,
     plant and equipment             (63,111)     (241,105)     (210,474)
   Sale of property, plant
     and equipment not used
     in operations                         -       250,000             -
     Net cash (used in) provided 
         by investing activities     (64,543)        8,065      (210,732)

Cash flows from
 financing activities:
   Cash dividends paid              (337,981)     (337,981)     (316,857)
     Net cash used by
       financing activities         (337,981)     (337,981)     (316,857)

Net decrease in cash 
  and cash equivalents                659,428      (113,582)    (414,491)
Cash and cash equivalents
  at beginning of year              1,261,987     1,375,569     1,790,060

Cash and cash equivalents
  at end of year                   $1,921,415    $1,261,987    $1,375,569

                          See accompanying notes
</TABLE>                    
<PAGE>
                            HOWARD B. WOLF, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Business
     The Company designs, manufactures and sells women's fashion apparel.
It's  principal market  is retail  clothing  and department  stores in  the
United States.

Summary of significant accounting policies

     The  consolidated financial  statements include  the  accounts of  the
Company and all subsidiaries. All significant intercompany transactions and
balances have been eliminated in consolidation.

     Raw materials are priced at the lower of cost (identified  unit basis)
or market and work-in-process and finished goods are priced at the lower of
average cost or market.

     Property, plant  and equipment  is stated  at  cost. Depreciation  and
amortization of  machinery and  equipment, leasehold  improvements and  the
building  included in  property, plant  and equipment  are provided  by the
straight-line method. Depreciation  of the buildings included  in property,
plant and  equipment not  used in operations  is provided  for by  both the
accelerated and straight-line methods.

     Income  taxes are  provided on  pre-tax  earnings as  reported in  the
consolidated  financial  statements.  Deferred  income  taxes  result  from
temporary differences between pre-tax earnings reported in the consolidated
financial statements and taxable income.

     Net income  per share is  computed on the  weighted average  number of
common shares outstanding during the period.
         
     In  preparing  the  Company's  financial  statements,   management  is
required to make estimates and assumptions that effect the reported amounts
of  assets  and  liabilities,  the  disclosure  of  contingent  assets  and
liabilities  at the  date of  the  financial statements,  and the  reported
amounts  of  revenues  and  expenses during  the  reporting  period. Actual
results could differ form these estimates.

     Fair value of  financial instruments are estimated  to approximate the
related   book  values,  unless   otherwise  indicated,  based   on  market
information available to the Company.

Cash flow information
<PAGE>
     The  consolidated statement of  cash flows provides  information about
changes in  cash and cash  equivalents. Cash equivalents consist  of highly
liquid debt instruments with a maturity, when purchased, of three months or
less.

     Cash payments  for interest  were:  1997-$29,675; 1996-$48,108;  1995-
$32,161.  Cash payments for federal income taxes were: 1997-$341,854; 1996-
$519,758; 1995-$460,000.

Cash and cash equivalents

     Cash and cash equivalents consist of:
                                                    1997          1996
               Cash                             $  945,759    $  138,018
               Money market funds                  400,162       516,165
               Matured funds at factor             575,494       607,804
                                                $1,921,415    $1,261,987
Credit risk

     The  Company and  its subsidiaries  maintain cash balances  at several
financial institutions located  in Texas. Accounts in  each institution are
insured  by  the  Federal Deposit  Insurance  Corporation  up to  $100.000.
Uninsured  balances aggregate to approximately $1,454,000  at May  31, 1997
($856,000 at May 31,  1996).The  Company  has not experienced any losses in
such accounts  and believes  it is  not exposed  to any  significant credit
risk.

     The balance of  accounts receivable factored and matured  funds with a
commercial  factor  of  approximately  $2,538,000  at  May  31,  1997  are
uninsured ($2,050,000 at May 31, 1996).

Accounts receivable

     Accounts receivable are  net of allowances  for collection losses  and
discounts of $131,931 in 1997 and $85,480 in 1996.

                            HOWARD B. WOLF, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

     At  May  31,  1997  and 1996  approximately  $1,962,000 and $1,442,000
respectively,  of accounts  receivable  were  factored  with  a  commercial
factor. Approximately $1,133,000 and $948,000 were factored with recourse at
May 31, 1997 and 1996, respectively.
<PAGE>
Inventories

     Inventories consist of:                       1997          1996

               Raw materials                    $1,237,574    $1,195,129
               Work-in-process                   1,043,457       995,539
               Finished goods                    1,534,622     1,956,618
                                                $3,815,653    $4,147,286

Property, plant and equipment

     Details  of property,  plant and  equipment at cost and the  estimated 
useful lives used in computing depreciation and amortization are:
                                   Estimated 
                                  useful lives      1997          1996
          Property, plant and
            equipment: 
            Land                           -    $  109,846    $  109,846
            Buildings               25 years       661,727       661,727
            Machinery and 
              equipment           3-10 years       921,182       915,407
            Building and Lease-
             hold Improvements    4-10 years       667,283       653,731
                                                $2,360,038    $2,340,711
          Property, plant and
            equipment not used in
              operations:
            Land                           -    $        -   $         -
            Buildings               25 years       137,005       137,005
                                                   137,005       137,005
          Less accumulated depreciation           (134,287)     (131,195)
                                                $    2,718     $   5,810  

Accounts payable and accrued liabilities

     Accounts payable and accrued 
       liabilities consist of:
                                                    1997          1996
          Accounts payable-trade                $1,241,286    $1,096,197
          Accrued compensation                     410,148       253,871
          Accrued taxes                             76,795        56,127
          Other accrued liabilities                 44,758        16,629

                                                $1,772,987    $1,422,824
<PAGE>
       
                          HOWARD B. WOLF, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Line of credit

     The Company has an oral agreement for a line of credit with  a bank in
the amount of $100,000 bearing  no interest. The line is collateralized  by
the general assets  of the company. As  of May 31, 1997,  amounts available
under this  line were $100,000. No  amounts were drawn under this line of 
credit as of May 31, 1997.

Leases

     Certain equipment, manufacturing facilities  and showrooms are  leased
for periods  expiring at  various dates through  fiscal 2000,  at aggregate
annual  rentals of  approximately  $103,000  in 1997, $99,000  in 1996  and
$91,000  in 1995,  which consisted  entirely  of minimum  rentals. In  most
cases, management expects that in the normal course of business leases will
be renewed or replaced by other leases.

     The future minimum lease payments required under operating leases that
have an  initial or remaining lease term  in excess of one year  at May 31,
1997 were as follows:
                                                   Operating               
                                                     leases
               1998                                $ 95,014
               1999                                  22,694
               2000                                   3,922
               2001                                       -
               2002                                       -
                                                    121,630

Shareholders' Equity

     On July  8, 1997 the  Board of  Directors declared  a quarterly  cash
divided of $.08 per share payable August 28, 1997 to shareholders of record
on August 8, 1997.

Federal Income Tax

     The detail of the provision for federal income tax follows:
                                         For the years ended May 31,
                                      1997          1996          1995
         Current tax expense       $411,491      $458,194      $479,758
         Deferred tax
           (benefit) expense        (41,000)        2,000       (49,000)
         Provision for income tax  $370,491      $460,194      $430,758
<PAGE>
     There are  two components of the income tax provision,   current  and
deferred.  Current income tax provisions approximate taxes to be  paid  or 
refunded for the  applicable  period.  Balance  sheet  amounts of deferred
taxes are recognized  on the temporary  differences  between  the bases of 
assets and liabilities as measured by tax laws and their bases as reported 
in the financial  statements.  The  measurement of deferred  tax assets is
reduced,  if necessary, by the amount of  any tax benefits that,  based on 
available evidence, are not expected to be realized.  Deferred tax expense
or benefit  is  then recognized for the change in deferred tax liabilities
or assets between periods.


                            HOWARD B. WOLF, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)


     Total deferred tax assets and liabilities in the consolidated balance
sheets are as follows:
                                        For the years ended May 31,
               Assets                 1997          1996          1995  
         Bad debt reserve          $ 40,000      $ 26,000      $ 30,000
         Discount  reserve            5,000         3,000         3,000   
         Inventory capitalization
           of selling, general and
           administrative costs     169,000       148,000       150,000
                                   $214,000      $177,000      $183,000
              Liabilities
         Depreciation              $ 74,000      $ 78,000      $ 82,000

     The income  tax provision  reconciled to the  tax computed  at federal
statutory rates is as follows:
                                        For the years ended May 31,
                                      1997          1996          1995
         Tax at statutory rates    $341,387      $452,951      $414,782
         Tax effect on non-
           deductible items          13,472        11,906        15,182
         Other-net                   56,632        (6,663)       49,794
                                   $411,491      $458,194      $479,758
       
         Deferred tax
           (benefit) expense        (41,000)        2,000       (49,000)
                                   $370,491      $460,194      $430,758
                                                       
  The components of deferred income tax (benefit) expense are as follows:
                                         For the years ended May 31,
                                      1997          1996          1995
         Difference between tax
           and book depreciation   $ (3,400)     $ (4,080)     $ (3,424)
         Difference between tax
           and book allowance for
              doubtful accounts     (13,430)        3,876         5,106
         Difference between tax 
           and book basis of
           merchandise inventories  (21,809)        1,890       (48,386)
         Reserve for discounts       (2,361)          314        (2,296)
             Deferred tax              
               (benefit) expense   $(41,000)     $  2,000      $(49,000)
<PAGE>
<TABLE>       
                            
Advertising costs                            

     The Comapany's  policy  is to  expense  all advertising costs in the 
period un which the advertising  first  takes place.  Advertising expense 
was approximately $122,000, $155,000 and $168,000 for the years ended May
31, 1997, 1996 and 1995, respectively.
                            
                            HOWARD B. WOLF, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Selected quarterly financial data (UNAUDITED)
             First Quarter  Second Quarter  Third Quarter  Fourth Quarter
                   Ended           Ended           Ended           Ended
               Aug 31,1996     Nov 30,1996     Feb 28,1997     May 31,1997
<S>             <C>             <C>             <C>             <C>
Net sales      $3,630,878       $3,640,522      $3,421,547      $3,549,119
Gross profit    1,218,155        1,348,966       1,183,709       1,098,896
Income before
  federal
  income tax      259,050          269,783         251,229         224,017
Net income        166,714          166,238         158,438         142,198
Net income
  per share           .16              .16             .15             .13
Average number
  of shares
  outstanding   1,056,191        1,056,191       1,056,191       1,056,191

               Aug 31,1995     Nov 30,1995     Feb 29,1996     May 31,1996

Net sales      $3,789,539       $3,875,864      $3,752,623      $3,795,021
Gross profit    1,251,932        1,510,538       1,313,038       1,004,541
Income before
  federal
  income tax      325,582          517,079         324,250         165,301
Net income        211,187          336,703         210,783         113,375
Net income
  per share           .20              .32             .20             .11
Average number
  of shares
  outstanding   1,056,191        1,056,191       1,056,191       1,056,191
</TABLE>
<PAGE>

Item 9. Changes in and disagreements with accountants
        on accounting and financial disclosure matters

        None
                                  PART III

     The information required  by items 10,  11, 12 and  13 of Part III  is
incorporated  by  reference  from  the indicated  pages  in  the  Company's
definitive proxy  statement for  its annual meeting  of shareholders  to be
held September 16, 1997.
                                                          Pages of Proxy   
                                                             Statement

Item 10. Directors and Executive
           Officers of the Registrant                           3-4    
Item 11. Executive Compensation                                   5 
Item 12. Executive Ownership of Certain                           
           Beneficial Owners and Management                     2-3    
Item 15. Certain Relationships and Related Transactions           7 

                                  PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
     (a) 1. Financial statements and financial statement schedules
         The financial statements and schedules listed in the accompanying 
           index to consolidated financial statements are filed as part of
           this annual report.
         3. Exhibits
         None
     (b) Report on Form 8-K
         No reports were filed in the fourth quarter ended May 31, 1997.
<PAGE>
<TABLE>

                          HOWARD B. WOLF, INC.
         SCHEDULE II-ALLOWANCE FOR COLLECTION LOSSES AND DISCOUNTS
                  Years ended May 31, 1997, 1996 and 1995
                             000's Omitted

                      Balance at   Additions   Amount               Balance 
                      beginning    charged    charged   Discounts   at end 
                        of year    to income    off(2)   allowed    of year
<S>                   <C>          <C>          <C>      <C>        <C>
Year ended                                                                 
  May 31, 1997                                                             
Collection losses     $ 77         $  127       $ 88     $    -     $ 116
Discounts                9          1,048(1)      (7)     1,048        16
                      $ 85         $1,175       $ 81     $1,048      $ 13 
                    
Year ended                                                                 
  May 31, 1996                                                             
Collection losses     $ 88         $   60       $ 72     $    -     $  77
Discounts               10          1,027(1)       1      1,027         9
                      $ 99         $1,087       $ 73     $1,027     $  86

Year ended
  May 31,1995                                                             
Collection losses     $103         $   40       $ 55     $    -     $  88
Discounts                3            845(1)      (7)       845        10
                      $106         $  885       $ 48     $  845     $  98
                            
(1) Charged to net sales.
(2) Net of recoveries.
</TABLE>
<PAGE>

                                 SIGNATURES

Pursuant  to the  requirements of  Section 13  or 15(d)  or  the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual  Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Howard B. Wolf, Inc.

By:/s/ Robert D. Wolf
Robert D. Wolf
President
(Chief Executive Officer)
August 26,1997

By:/s/ Eugene K. Friesen
Eugene K. Friesen
Senior Vice President and Treasurer
(Principal Accounting Officer)
August 26,1997

Pursuant of the requirements  of the Securities Exchange Act of  1934, this
report has  been signed  below by the  following persons  on behalf  of the
Registrant and in the capacities and on the dates indicated:


/s/Creed L. Ford III
Creed L. Ford III
Director
August 26,1997

/s/Eugene K. Friesen
Eugene K. Friesen
Senior Vice President,Treasurer and Director
August 26,1997

/s/Joel Held
Joel Held
Director
August 26,1997

/s/Juan Villamizar
Juan Villamizar
Director
August 26,1997

/s/Howard B. Wolf
Howard B. Wolf
Chairman of the Board,Secretary and Director
August 26,1997

/s/Robert D. Wolf
Robert D. Wolf
President, Chief Executive Officer and Director
August 26,1997