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
                          0F THE EXCHANGE ACT OF 1934

  For the fiscal year ended May 31, 1999   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)

   3710 Rawlins Street, Suite 970, Dallas, Texas         75219-4238
   (Address of principal executive offices)              (Zip Code)

                                 (214) 252-0124
                        (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 6, 1999 was approximately $2,410,372.

       As of August 6, 1999, there were 1,056,191 shares of common stock
  outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

       Portions of the definitive Proxy Statement for the Annual Meeting
  of Stockholders on  September 21, 1999  are incorporated by  reference
  into Part III.
<PAGE>

                              HOWARD B. WOLF, INC.
                                   FORM 10-K

                                 ANNUAL REPORT
                     FOR THE FISCAL YEAR ENDED MAY 31, 1999

                                    PART I

  Item 1. Business

  General

       Howard B. Wolf, Inc. (the  "Company") was incorporated under  the
  laws of the State of Texas in 1952.   Prior to May 6, 1999 the Company
  designed, manufactured and sold women's fashion apparel consisting  of
  dresses, suits,  shirts and  coordinated groups  of sportswear.  These
  fashions  were   marketed,   primarily   through   independent   sales
  representatives, under the  labels: HOWARD WOLF  DRESSES, HOWARD  WOLF
  SPORTSWEAR, HOWARD WOLF W, ERNESTO W and PRET-A-PORTE.  These products
  were  sold  principally  to   better  women's  specialty  stores   and
  department stores  throughout  the United  States  and in  Canada  and
  Mexico.  The  Company designed  and manufactured  its products,  using
  domestic  independent  sewing  contractors  for  most  of  its  sewing
  operations.  Strict quality control was maintained giving the  Company
  an industry-wide  reputation  for providing  outstanding  quality  and
  service.

       The Company has not conducted  any on-going operations since  May
  6,  1999,  when  the  Company's   shareholders  approved  a  Plan   of
  Liquidation and  Dissolution at  a  special shareholder  meeting.  The
  Company is expected  to be fully  liquidated by September  2002.   See
  "Management's Discussion  and  Analysis  of  Financial  Condition  and
  Results  of   Operation-FINANCIAL  CONDITION-Liquidity   and   Capital
  Resources".

  Employees

       As of May 31, 1999 the Company had five full-time and three part-
  time employees.    From  February  through  May  31,  1999  all  other
  employees  severed  their  employment   with  the  Company  as   their
  particular job function was completed.   One week of vacation pay  was
  paid to each full-time employee together with severance pay which  was
  based on one weeks  pay for each year  of service up  to a maximum  of
  ten. In order to  retain employees until  their specific job  function
  was completed, the employee retained was  paid a bonus equal to  fifty
  percent of their regular  pay during the extended  period.  The  total
  amount paid  for  vacation,  severance and  continuing  bonus  to  all
  employees was approximately  $350,000.  The  Company had no  employees
  represented by  a  union and  believes  that it  always  enjoyed  good
  relations with its employees.
<PAGE>

  Item 2. Properties

       On March 16, 1999  a sale of the  Company's principal office  and
  manufacturing  facility  at  3809  Parry  Avenue,  Dallas,  Texas  was
  executed and a  leaseback of  the facility  was entered  into for  the
  period March 16, 1999 through June  30, 1999. Effective June 24,  1999
  an office  of approximately  1,000 square  feet was  leased for  three
  years, through June 30, 2002, in order to complete the liquidation and
  dissolution of the Company.

      The Company sold the  facility it owned  in Greenville, Texas,  in
  February 1999 which was leased to a nonrelated entity and was shown in
  the   balance   sheet as  property, plant  and equipment  not used  in
  operations.

       The Company had one short-term lease  of a permanent showroom  in
  the   Apparel  Mart in  Atlanta  at May  31,  1999.   This  lease  was
  cancelled effective  July 31,  1999 and  the  Company has  no  further
  rights or liability in the lease.

       All of the machinery, equipment,  furniture and fixtures used  in
  the operation of the  business were either sold or disposed of by  May
  31, 1999  except  for  three desks,  eleven  file  cabinets  and  four
  personal computers  required  in the new office  in order to  complete
  the liquidation and dissolution of the Company.

  Item 3. Legal Proceedings

       The Company is not involved in any material litigation.

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

       A special shareholders  meeting was held  May 6,  1999 where  the
  shareholders voted to adopt the Plan of Liquidation and Dissolution of
  the Company.   Out of   the 72.7 percent  of the shareholders  voting,
  72.4 voted FOR the adoption of  the Plan and .3 percent voted  AGAINST
  the adoption of the Plan.
<PAGE>
                               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:

         1999           Date ended           High      Low     Dividend
     First quarter    August 31, 1998       $5 3/4    $5 1/4    $ .08
     Second quarter  November 30, 1998       5 7/16    4 3/8      .08
     Third quarter   February 28, 1999       4 5/8     3 1/8        -
     Fourth quarter     May 31, 1999         4 1/2     3 1/2        -

         1998           Date ended           High      Low     Dividend
     First quarter    August 31, 1997       $6 1/2    $5 3/8    $ .08
     Second quarter  November 30, 1997       6 1/2     5 13/16    .08
     Third quarter    February 28, 1998      6 1/4     5 1/2      .08
     Fourth quarter     May 31, 1998         6 1/4     5 1/2      .08

       The Company's common stock closed at $4.00 on August 6, 1999.

       As of August  6, 1999, there  were 220 holders  of record of  the
  Company's common  stock.   The Company  paid dividends  during  fiscal
  years 1998  and  the  first  two  quarters of  1999.    There  are  no
  restrictions on  the Company's  ability to  pay dividends  other  than
  those provided by statute.  The payment of dividends was reviewed each
  period by the Board of  Directors taking into consideration  earnings,
  business requirements  and economic  conditions.   No  dividends  were
  declared during the last two quarters of the fiscal year ended May 31,
  1999 nor subsequent to May 31, 1999.

  Item 6. Selected Consolidated Financial Data

       The following table summarizes  certain information contained  in
  or derived  from  the  Consolidated  Financial  Statements  and  Notes
  thereto.
                    (Not covered by Independent Auditors' Report)
<TABLE>
                          For the
                        period ended
                        June 1, 1998
                          through         Fiscal years ended May 31,
                        May 5, 1999   1998      1997      1996     1995
                            -----    ------    ------    ------   ------
  <S>                      <C>      <C>       <C>       <C>      <C>
  Net sales                $9,408   $14,322   $14,242   $15,213  $14,436
  Income (loss) before
   federal income tax      (2,332)      626     1,004     1,332    1,220
  Provision (credit) for
   federal income tax        (499)      224       370       460      431
  Net income (loss)        (1,833)      402       634       872      789
  Basic and diluted
   earnings(loss)per share  (1.74)      .38       .60       .83      .75
  Cash dividends
   per common share           .16       .32       .32       .32      .30
  Total assets              6,083     9,778     9,552     8,834    8,796
</TABLE>
<PAGE>

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

                              FINANCIAL CONDITION

  Liquidity and Capital Resources

       The Plan of Liquidation and  Dissolution ("the Plan") (set  forth
  in detail as APPENDIX A in the proxy material dated May 6, 1999 mailed
  to all shareholders) was adopted by the shareholders on May 6, 1999 at
  a duly called meeting.

       On February 3,  1999 the Board  of Directors  recommended to  the
  shareholders that  they  adopt  the Plan  in  order  to  preserve  and
  maximize shareholder  value.   The shareholders  met May  6, 1999  and
  voted to adopt the Plan as recommended by the directors.  As a  result
  of the recommendation  and approval of  the Plan the  Company did  not
  engage in  any  business  activities  except  for  completion  of  its
  business and affairs  and preserving  the value  of its  assets.   All
  assets are to be sold under  the plan, and all debts and  liabilities,
  whether fixed  or contingent,  will  either be  paid  when due  or  be
  provided for.

      Under the Texas  Business Corporation  Act, Howard  B. Wolf,  Inc.
  will continue as a corporate entity for a period of three years  after
  the effective date of the dissolution or for such longer period as the
  Texas Court determines, for the purpose of completing its business and
  affairs, but not for the purpose  of continuing its business.   During
  this  three  year  period  the  net  assets  will  be  distributed  in
  accordance with the  Plan as soon  as the Board  of Directors, in  its
  sole judgment, deems to  be prudent and in  the best interests of  the
  shareholders.

       As a result of the adoption of  the Plan, after June 1, 1999  the
  Company's  income  and  expenses   now  consist  principally  of   (i)
  investment income on cash equivalents, (ii) collection of accounts and
  notes receivable  and (iii)  corporate expenses,  primarily  salaries,
  professional fees,  office  rent  and  expenses  and  necessary  costs
  related to winding up the affairs  of the Company.  During the  period
  of liquidation the directors and officers are authorized to  implement
  and carry out the provisions of the Plan and will receive compensation
  for their services.

       The Board of Directors plans  to authorize a partial  liquidating
  distribution to shareholders of record on September 30, 1999 of  $4.00
  per share.  This distribution is planned to be issued to  shareholders
  as soon as the federal income tax refund is received.  At such time as
  the Board has  determined that all  claims and  liabilities have  been
  identified and paid or provided for, the Board will determine a record
  date and issue a final liquidating  distribution.  As a result of  the
  implementation of  the Plan  it is  probable that  the American  Stock
  Exchange would delist the company's common stock.
<PAGE>
       During the liquidating  period, certain  corporate expenses  will
  continue to  be incurred  and investment  income will  continue to  be
  earned on  existing  invested  funds.   The  Board  of  Directors  may
  determine that the amount of funds available for ultimate distribution
  to shareholders may be increased by transferring all of the  Company's
  remaining assets into a liquidating trust, in which case the  trustees
  would be responsible for liquidating all remaining assets, paying  all
  liabilities and making any distributions to the shareholders.

        Based the  following estimates  the  Company believes  that  its
  future investment  income  and  asset  liquidations  will  exceed  its
  operating expenses and  other costs during  the liquidating period  as
  shown below.
<TABLE>
                               Proforma (unaudited)

  Fiscal year ending May 31,       2000       2001       2002       Total
                                ---------    -------    -------    ---------
  <S>                          <C>          <C>        <C>        <C>
  Beginning cash balance       $3,772,000   $339,000   $232,000   $3,772,000


  Cash receipts:
     Collection of receivables    575,000     75,000     25,000      675,000
     Investment income             75,000     25,000     10,000      110,000
     Tax refund                   677,000          0          0      677,000
     Miscellaneous receipts        70,000          0          0       70,000
                                ---------    -------    -------    ---------
          Total cash receipts   1,397,000    100,000     35,000    1,532,000
                                ---------    -------    -------    ---------
     Total cash available       5,169,000    439,000    267,000    5,304,000

  Cash requirements:
     Office operations
       and expenses                70,000     40,000     32,000      142,000
     Professional fees             40,000     25,000     15,000       80,000
     Salaries                     200,000     60,000     40,000      300,000
     Shareholder/SEC/AMEX costs    20,000     10,000     10,000       40,000
     Taxes and reserves           275,000     72,000     91,000      438,000
                                ---------    -------    -------    ---------
       Total cash requirements    605,000    207,000    188,000    1,000,000
                                ---------    -------    -------    ---------
  Cash available
    for distribution            4,564,000    232,000     79,000    4,304,000

  Distribution to shareholders  4,225,000      -         79,000    4,304,000
                                ---------    -------    -------    ---------
  Ending cash balance          $  339,000   $232,000   $      -   $        -
                                =========    =======    =======    =========

  Inflation

       Because of the Company's current  plans to liquidate its  assets,
  pay all of its  liabilities, distribute all of  the remaining cash  to
  its shareholders and dissolve within the next three years, the effects
  of inflation on the Company are believed to be minimal.
<PAGE>
  Year 2000 Disclosure

       The Company is  working to resolve  the potential  impact of  the
  year 2000 on  the ability  of the  Company's computerized  information
  systems to accurately process information that may be  date-sensitive.
  Any of the Company's programs that recognize a date using "00" as  the
  year 1900 rather than the year  2000 could result in errors or  system
  failures.  Due to the liquidation and dissolution process, the Company
  now utilizes only one computer system which is year 2000 compliant and
  is obtaining year  2000 certifications  from companies  upon which  it
  relies for critical information.  Management does not believe that its
  very limited  operations  will  be adversely  impacted  by  year  2000
  computer problems.


                          RESULTS OF OPERATIONS

  1999 Compared to 1998

       In 1952 Howard B. Wolf,  Inc. began the designing,  manufacturing
  and marketing of the HOWARD WOLF  label, which consisted primarily  of
  dresses  for  career  and  professional  women  who  demanded   smart,
  fashionable clothes at a competitive price.   The Company developed  a
  design staff and production facilities to insure the look and  quality
  of its  products.   Its primary  market was  better women's  specialty
  stores and  department stores.   HOWARD  WOLF  fashions carved  out  a
  unique niche in the market place and became a prestigious label  among
  discriminating consumers.   As consumer demand  changed in the  market
  place, the  Company introduced  the HOWARD  WOLF SPORTSWEAR  label  in
  1972.  Maintaining most of their  profile and marketplace, the  HOWARD
  WOLF labels enjoyed much success.  Additional labels - PRET-A-PORTE  -
  dresses and sportswear  and ERNESTO W.  blouses -  were introduced  in
  1969 and  1976, respectively.    In 1993,  the  HOWARD WOLF  W  label,
  featuring dresses  and sportswear  in  fashionable larger  sizes,  was
  introduced.  Due to a lack of sales volume, the three latter mentioned
  labels were primarily  relegated to serve  certain stores that  placed
  special request orders.

       In 1994  management  recognized that  the  Company's  traditional
  target  distribution  channels,  i.e.  independent  retail   specialty
  stores, were  experiencing a  decline in  volume  and that  many  were
  opting to close their doors.  The company engaged a consulting firm to
  analyze all  aspects of  its operations  and markets  with a  view  to
  reposition itself  for  growth  over  the  next  decade.    Management
  concluded that the best  course of action was  to continue to  broaden
  the Company's market base by gaining a greater penetration in selected
  geographical territories  and increase  its  marketing in  Canada  and
  Mexico.  In addition, steps were taken to develop chain and  catalogue
  distribution.

       The  desired  volume  was  not  achieved  in  these  geographical
  territories,  and  initial  export   distribution  was  soon   reduced
  dramatically by  the  peso  devaluation in  Mexico  and  the  economic
  downturn in Canada.   However, the volume of  such exports never  made
  any material contribution to  the Company.   The development of  chain
  and catalogue sales was moderately successful, but profit margins were
  unacceptably low in this segment of business.
<PAGE>
       In the 1980's  the Company  closed all  of its  non-headquarters'
  factories in order to gain  cost efficiencies and quicker  turn-around
  time in  production.   Independent  sewing contractors  were  utilized
  together with limited offshore production.  In order to gain the  cost
  efficiencies  considered   necessary   to  be   competitive   in   the
  marketplace,  the  Company  sought  to  take  advantage  of   offshore
  production.

       In the  mid-1990's,  the  Company  continued  to  experience  the
  erosion of  its  primary  marketplace as  more  and  more  independent
  women's specialty stores closed and many of the remaining stores  were
  placing smaller  and  smaller  orders.  Changes  in  generational  and
  societal buying habits of women were among the reasons for the stores'
  lower sales.  Upon continued research and study, management determined
  that it would  be necessary  to try to  find a  compatible company  to
  acquire or to merge with  in order to gain  both sales volume and  the
  efficiencies necessary to generate acceptable profit levels.  In 1996,
  the number one consulting firm in the apparel industry was engaged  to
  explore the entire marketplace,  both domestic and international,  for
  the best candidate for acquisition or merger.  After a two-year search
  a compatible partner had not been found.

       In 1997, the Company did extensive research on vertical retailing
  and opened two pilot HOWARD WOLF outlet mall retail stores in  premium
  outlet malls  in  Napa,  California and  Las  Vegas,  Nevada.    After
  approximately  a  year  and  one-half   of  operations  in  Napa   and
  approximately eleven  months of  operations in  Las Vegas,  profitable
  sales volumes were not achieved and both stores were closed.

       Sales  orders  booked   for  the   Fall  1998   season  and   the
  Holiday/Cruise 1998 season continued to be below desired levels.   The
  Company's operation for the first quarter  ended August 31, 1998  were
  at a break-even profit level.  Sales orders booked for the Spring 1999
  season were  approximately forty  percent lower  than in  1998.   This
  lower sales volume contributed to the  Company's loss of $441,000  for
  the quarter ended November 30, 1998.

       Management again scrutinized  all of the  Company's business  and
  concluded that in the foreseeable future little change, if any,  would
  be forthcoming in its niche in the fashion industry.  Many  department
  stores  and  discount  volume  stores  became  deeply  entrenched   in
  obtaining their  own private  label brands   thus  making them  direct
  competitors.  Management also noted that several apparel manufacturers
  throughout the country were closing.
<PAGE>
       With the  amount of  1999 Spring  and Summer  orders booked,  the
  Company's loss from operations in the  third quarter was projected  to
  be even greater than  in the second quarter.   Again, one more  effort
  was made to find  a strategic partner.   When this failed,  management
  recommended to the Board  of Directors that in  the best interests  of
  the shareholders, the Company should meet its obligations to its loyal
  customers by completing the production and shipment of the 1999 Spring
  and 1999 Summer seasons and then present to the shareholders a Plan of
  Liquidation and Dissolution.   After intense  study and research,  the
  Board of Directors approved a press release to inform the shareholders
  and financial community  of the decision  to recommend a  Plan to  the
  shareholders and  to  take the  necessary  action to  call  a  special
  shareholders meeting.   The meeting was  duly called and  held May  6,
  1999 wherein the shareholders voted to  adopt the Plan of  Liquidation
  and Dissolution as recommended by the Board of Directors.

       In February 1999,  the Company sold  its facility in  Greenville,
  Texas for $237,000.  This facility had  been leased  to a  non-related
  entity and was not used in the Company's operations.

       The Company  entered into  a contract  to sell  its Parry  Avenue
  property in Dallas, Texas in February  1999 to an unrelated buyer  for
  $1,700,000 cash. This transaction  closed on March  16, 1999 at  which
  time the Company leased back the property until June 30, 1999.

       On February  16,  1999,  the  Company  entered  into  a  purchase
  agreement  (the  "Purchase  Agreement")  with  Jean  St.  Germain,   a
  California corporation ("JSG") pursuant to which the Company agreed to
  sell JSG all of the assets necessary to produce salesman's samples  of
  the Howard Wolf  Fall 1999  collection and  its intellectual  property
  (all trademarks and labels) for $250,000.  All conditions of the  sale
  have been met by the  company and the company has received $75,000  of
  the sales price, with the remaining $175,000 to be paid by the end  of
  November 1999.

       The Company  had net  sales of  $9,591,388  and incurred  a  loss
  before federal income tax of $2,754,739, and a net loss of $2,255,416,
  or a basic and diluted loss per share of $2.14 during the fiscal  year
  ended May 31, 1999.    This compares  to  fiscal  year ending May  31,
  1998 net sales  of $14,321,914, income  before federal  income tax  of
  $626,398 and net income of $401,921, or basic and diluted earnings per
  share of $.38.   The results of operations  for fiscal year ended  May
  31, 1999  compared to  fiscal  year ended  May  31, 1998  reflect  the
  adoption and implementation of the Plan of Liquidation and Dissolution
  adopted by the shareholders on May 6, 1999.


  1998 Compared to 1997

       Net income for the fiscal year  ended May 31,  1998 was $401,921,
  or $.38 per share,  compared to   $633,588, or $.60  per share in  the
  1997 fiscal year.  Income before federal  income tax  was $626,398  in
  1998  versus income before federal income tax of $1,004,079 in 1997.
<PAGE>
       Net  sales  totaled  $14,321,914   for  the  1998  fiscal   year,
  approximately one-half of one percent over  the previous year.   Sales
  to retail customers  were $13,834,387.   First year net  sales in  the
  "factory" outlet mall stores were $487,527 and operations resulted  in
  a loss of $233,340.

       Cost  of  sales  increased  .3  percent  to  66.2  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    increased
  approximately two percentage points as  a percentage relationship   to
  net   sales.  The  percentage increase  resulted  primarily  from  the
  operations of the "factory" outlet mall stores.  The provision for bad
  debt expense increased to $137,969 from $127,491 in 1997.

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

       Interest income  decreased  approximately twenty  eight  percent,
  primarily due to lower average cash balances.

       Interest  expense  increased   approximately  eighteen   percent,
  primarily due to interest costs on extended terms granted on  customer
  accounts.
<PAGE>
  Item 8. Consolidated Financial Statements and Supplementary Data


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                   Page

  Report of Management                                                9

  Independent Auditors' Report                                       10

  Consolidated Statement of Net Assets
       in Liquidation at May 31, 1999                                11

  Consolidated Statement of Changes in Net
       Assets in Liquidation for the period
       May 6, 1999 through May 31, 1999                              12

  Consolidated Balance Sheet at May 31, 1998                         13

  Consolidated Statements of Operations and Retained
       Earnings for the period June 1, 1998 through
       May 5, 1999 and the years ended May 31, 1998 and 1997         14

  Consolidated Statements of Cash Flows for the
       period June 1, 1998 through May 5, 1999 and
       the years ended May 31, 1998 and 1997                         15

  Notes to Consolidated Financial Statements                      16-22

  Consolidated Schedules for the years ended
       May 31, 1999, 1998 and 1997:
       II-Allowance for Collection Losses and Discounts              23

   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  statements,  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 recommendation 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 Auditors' Report

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

    We have  audited  the  accompanying consolidated  statement  of  net
  assets in liquidation of Howard B. Wolf, Inc. and subsidiaries at  May
  31, 1999, the related consolidated statement of changes in net  assets
  in liquidation for  the period May  6, 1999 to  May 31,  1999 and  the
  consolidated statements of operations  and retained earnings and  cash
  flows  for  the  period  June  1,  1998  through  May  5,  1999  (pre-
  liquidation).    In  addition,   we  have  audited  the   accompanying
  consolidated  balance  sheet   at  May  31,   1998  and  the   related
  consolidated statements of operations  and retained earnings and  cash
  flows for each of the years in the two-year period ended May 31, 1998.
  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
  consolidated financial statements are  free of material  misstatement.
  An audit includes examining, on a test basis, evidence supporting  the
  amounts and disclosures in  the consolidated 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.

    As described in the "Summary of Accounting Policies" footnote to the
  consolidated financial statements, the shareholders of Howard B, Wolf,
  Inc. approved a plan of liquidation and dissolution on May 6, 1999 and
  the Company commenced  liquidation on  that date.   As  a result,  the
  Company has changed its basis of accounting for periods subsequent  to
  May 5, 1999 to the liquidation basis  of accounting.  Accordingly, the
  carrying values of the remaining assets at May 31, 1999 are  presented
  at estimated realizable  values and all  liabilities are presented  at
  estimated settlement amounts.

    In our opinion,  the consolidated financial  statements referred  to
  above present fairly, in all  material respects, the  consolidated net
  assets in liquidation of Howard B. Wolf, Inc. and subsidiaries  at May
  31, 1999, the changes  in its consolidated  net assets in  liquidation
  from May 6, 1999 to  May 31, 1999, the  results of its  operations and
  its cash  flows for  the period  June  1, 1998  to  May 5,  1999,  the
  financial position of Howard B. Wolf, Inc. and subsidiaries at May 31,
  1998, and  the results  of its  consolidated operations  and its  cash
  flows for each of the years in the two-year period ended May 31, 1998,
  in conformity with generally accepted accounting principles applied on
  the bases described in the preceding paragraph.

    We have  also  audited Schedule  II  of  Howard B.  Wolf,  Inc.  and
  subsidiaries for the years ended May  31, 1999, 1998 and 1997.  In our
  opinion, this Schedule presents fairly, in all material respects,  the
  information required to be set forth therein.

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

  Dallas, Texas
  July 29, 1999
<PAGE>

</TABLE>
<TABLE>

                              HOWARD B. WOLF, INC.
                       CONSOLIDATED STATEMENT OF NET ASSETS
                                  May 31, 1999


            <S>                                             <C>
            ASSETS
              Cash and cash equivalents                     $3,771,529
              Accounts and note receivable - net               941,597
              Prepaid expenses                                  34,199
              Refundable federal income tax                    676,624
              Property and equipment - net                      13,870
              Other assets                                      51,957
                                                             ---------
                 Total assets                                5,489,776

            LIABILITIES
              Accounts payable and accrued liabilities         185,911
                                                             ---------
            Net assets in liquidation at May 31, 1999       $5,303,865
                                                             =========
                             See accompanying notes
</TABLE>
<PAGE>
<TABLE>

                               HOWARD B. WOLF, INC.
          CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
                                  For the Period
                        May 6, 1999 through May 31, 1999

                  <S>                                       <C>
                  Revenues
                    Net sales                               $  183,266
                    Interest income                             16,816
                                                             ---------
                                                               200,082
                  Costs and expenses
                    Cost of sales                              281,123
                    Selling, general and
                      administrative expenses                  304,693
                    Provision for bad debt expense              33,349
                    Interest expense                             2,843
                                                             ---------
                                                               622,008
                                                             ---------
                  Decrease in net assets for the period       (421,926)

                  Net assets at May 5, 1999                  5,725,791
                                                             ---------
                  Net assets at May 31, 1999                $5,303,865
                                                             =========

                               See accompanying notes

</TABLE>
<PAGE>
<TABLE>

                               HOWARD B. WOLF, INC.
                           CONSOLIDATED BALANCE SHEET
                                   May 31, 1998

                            ASSETS
                <S>                                         <C>
                Current assets:
                  Cash and cash equivalents                 $1,128,991
                  Accounts receivable - net                  2,530,137
                  Inventories                                4,620,568
                  Prepaid expenses                             159,322
                  Refundable federal income tax                112,813
                  Deferred federal income tax                  234,000
                                                             ---------
                                                             8,785,831
                                                             ---------

                Property, plant and equipment                2,494,332
                  Less accumulated
                    depreciation and amortization           (1,555,118)
                                                             ---------
                                                               939,214

                Plant and equipment
                  not used in operations - net                     678
                Other assets                                    51,957
                                                             ---------
                                                            $9,777,680
                                                             =========
                     LIABILITIES AND SHAREHOLDERS' EQUITY

              Current liabilities:
                Accounts payable and accrued liabilities    $1,975,408

              Deferred federal income tax                       74,000

              Shareholders' equity:
                Common stock, par  $.33 1/3; 3,000,000
                  shares authorized; 1,081,191 shares issued   360,400
                Additional paid-in capital                   2,034,088
                Retained earnings                            5,433,784
                Less common stock in treasury,
                  at cost, 25,000 shares                      (100,000)
                                                             ---------
                                                             7,728,272
                                                             ---------
                                                            $9,777,680
                                                             =========
                             See accompanying notes
</TABLE>
<PAGE>
<TABLE>

                           HOWARD B. WOLF, INC.
           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

                                June 1, 1998
                                  through           Fiscal years ended
                                May 5, 1999     May 31, 1998  May 31, 1997
                                 ---------        ----------    ----------
  <S>                           <C>              <C>           <C>
  Net sales                     $9,408,122       $14,321,914   $14,242,066

  Costs and expenses:
    Cost of sales                9,632,812         9,487,555     9,392,340
    Selling, general and
      administrative expenses    3,033,892         4,127,553     3,820,471
    Provision for bad
      debt expense                 207,275           137,969       127,491
                                 ---------        ----------    ----------
                                12,873,979        13,753,077    13,340,302
                                 ---------        ----------    ----------
  Income (loss) from operations (3,465,857)          568,837       901,764

  Loss on abandonment of assets     (9,366)               -             -
  Gain on sale of assets         1,111,178                -             -
  Other income                      38,023            43,881        64,591
  Interest income                   32,514            48,813        67,399
  Interest expense                 (39,305)          (35,133)      (29,675)
                                 ---------        ----------    ----------
  Income (loss) before
    federal income tax          (2,332,813)          626,398     1,004,079
  (Provision) credit
    for federal income tax         499,323          (224,477)     (370,491)
                                 ---------        ----------    ----------
  Net income (loss)             (1,833,490)          401,921       633,588
  Retained earnings-
    beginning of period          5,433,784         5,369,844     5,074,237
  Cash dividends                  (168,991)         (337,981)     (337,981)
                                 ---------        ----------    ----------
  Retained earnings-end
    of period                   $3,431,303        $5,433,784    $5,369,844
                                 =========         =========     =========
  Average number of
    shares outstanding           1,056,191         1,056,191     1,056,191
                                 =========         =========     =========
  Basic and diluted
   earnings (loss) per share        $(1.74)             $.38          $.60
                                 =========         =========     =========
  Dividends paid per share            $.16              $.32          $.32
                                 =========         =========     =========
                             See accompanying notes
</TABLE>
<PAGE>
<TABLE>
                               HOWARD B. WOLF, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                   June 1, 1998
                                      through           Fiscal years
                                    May 5, 1999   May 31, 1998  May 31, 1997
                                     ----------     ---------     ---------
  <S>                               <C>            <C>           <C>
  Cash flows from
   operating activities:
     Net income (loss)              $(1,833,490)   $  401,921    $  633,588
     Adjustments to reconcile net
     income (loss) to net cash
     provided by (used in)
     operating activities-
       Depreciation and amortization    170,259       174,605       150,067
       Provision for losses
         on accounts receivable         207,275       137,969       127,491
       Change in deferred
         federal income tax             160,000       (20,000)      (41,000)
       Abandonment of assets              9,366         8,131            -
       Gain on sale of property,
         plant and equipment         (1,111,178)           -             -
     Net changes in operating
       assets and liabilities-
       Accounts and note receivable   1,564,531      (252,862)     (565,937)
       Inventories                    4,620,568      (804,915)      331,633
       Prepaid expenses                 125,123         1,671          (626)
       Refundable federal income tax   (563,811)     (112,813)           -
       Accounts payable and
         accrued liabilities         (1,798,096)      202,421       350,163
       Federal income tax payable            -        (40,635)       76,573
                                     ----------     ---------     ---------
       Net cash provided by (used in)
           operating activities       1,550,547      (304,507)    1,061,952

  Cash flows from investing activities:
     Other assets                            -           (860)       (1,432)
     Additions to property,
       plant and equipment              (18,200)     (149,076)      (63,111)
     Sale of property,
       plant and equipment            1,864,034            -             -
                                     ----------     ---------     ---------
     Net cash provided by (used
         in) investing activities     1,845,834      (149,936)      (64,543)
<PAGE>
  Cash flows from
   financing activities:
     Cash dividends paid               (168,991)     (337,981)     (337,981)
                                     ----------     ---------     ---------
       Net cash used in
         financing activities          (168,991)     (337,981)     (337,981)
                                     ----------     ---------     ---------
  Net increase(decrease) in cash
    and cash equivalents              3,227,390      (792,424)      659,428
  Cash and cash equivalents
    at beginning of period            1,128,991     1,921,415     1,261,987
                                     ----------     ---------     ---------
  Cash and cash equivalents
    at end of period                $ 4,356,381    $1,128,991    $1,921,415
                                     ==========     =========     =========

                             See accompanying notes
</TABLE>
<PAGE>

                               HOWARD B. WOLF, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  Business

       Prior to May 6, 1999 the Company designed, manufactured and  sold
  women's fashion apparel  primarily to  retail clothing  stores in  the
  United States.  On February 3, 1999 the Board of Directors recommended
  a Plan of Liquidation and Dissolution to the shareholders who  adopted
  the Plan at a duly called meeting on  May 6, 1999.  Subsequent to  May
  6, 1999 the Company has not engaged in any business activities  except
  to complete the affairs of the Company, liquidate the assets,  provide
  for the liabilities and maximize shareholder value.


  Summary of significant accounting policies

       In connection  with  the  shareholder approval  of  the  Plan  of
  Liquidation and Dissolution  on May 6,  1999 the  Company adopted  the
  liquidation basis  of accounting.   Under  this basis  of  accounting,
  assets and liabilities are  stated at their  net realizable value  and
  settlement amounts  and estimated  costs through  the liquidation  are
  provided to the extent reasonably determinable.   The Company will  be
  liquidated and dissolved, all liabilities and operating costs to carry
  out the liquidation and  dissolution will be  paid, and all  remaining
  assets distributed to the shareholders.

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

       Inventories have been totally liquidated as of May 31, 1999.  Raw
  materials were priced at the lower of cost (identified unit basis)  or
  market and work-in-process and finished goods were priced at the lower
  of average cost or market.

       All property, plant and equipment used  in the operations of  the
  Company,  with  the  exception  of  immaterial  computer  and   office
  equipment, have been  sold or  disposed of.   Loss  on abandonment  of
  assets (unamortized leasehold  improvements) and gain  on the sale  of
  assets reflect the difference between the book value of the assets and
  their net selling price.

       Refundable federal  income   tax is  calculated on  the basis  of
  applying the tax net  operating loss against  the two previous  years'
  taxable income and taxes paid.  Deferred  income  taxes  result   from
  temporary  differences  between  pre-tax  earnings  reported  in   the
  consolidated financial  statements and  taxable income.   No  deferred
  taxes were reflected on the balance sheet at May 31, 1999 since it  is
  highly improbable that the Company will generate any taxable income in
  order to utilize the deferred tax benefits.
<PAGE>

       Basic and diluted earnings  (loss) per share  is computed on  the
  weighted average  number  of  common  shares  outstanding  during  the
  period.

       In June 1997, the FASB released Statement of Financial Accounting
  Standards No. 130 ("SFAS No. 130"), "Reporting Comprehensive  Income."
  SFAS No. 130 establishes  standards for the  reporting and display  of
  comprehensive income  and its  components in  a full  set of  general-
  purpose financial statements and is effective for the Company's fiscal
  year  1999.  SFAS  130  did  not  have  an  impact  on  the  Company's
  consolidated financial statements.

       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.  Estimates used  in
  the liquidation  basis of  accounting are  forward-looking  statements
  within the meaning of  Section 21E of the  Securities Exchange Act  of
  1934 and there  are a  number of  important factors  that could  cause
  actual results to differ from these estimates including the  Company's
  ability to collect accounts receivable and amounts to be received when
  assets are sold.

       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

       The consolidated  statements of  cash flows  provide  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:  1999-$42,148; 1998-$35,133  and
  1997-$29,675.  Cash payments for federal income taxes were: 1999-$-0-;
  1998-$387,925 and 1997-$341,854.

  Cash and cash equivalents

       Cash and cash equivalents consist of:
                                                     1999          1998
                                                 ---------     ---------
                 Cash                           $  383,130    $  290,833
                 Money market funds                366,297       207,461
                 Matured funds at factor            25,791       630,697
                 U.S. Treasury bills             2,996,311             -
                                                 ---------     ---------
                                                $3,771,529    $1,128,991
<PAGE>                                           =========     =========
  Credit risk

       The Company  and  its  subsidiaries  maintain  cash  balances  at
  several  financial  institutions  located  in  Texas,  California  and
  Nevada.  Accounts in  each institution (except  U. S. Treasury  Bills,
  which are secured by the United States Government) are insured by  the
  Federal Deposit  Insurance  Corporation  up to  $100,000.    Uninsured
  balances  aggregate  to  approximately  $512,000  at  May  31,   1999,
  ($855,000 at  May 31,  1998).   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 $482,000 at May 31, 1999 are
  uninsured ($2,172,000 at May 31, 1998).

  Accounts receivable

       Accounts receivable are  net of allowances  for collection losses
  and discounts of $39,112 in 1999 and $132,546 in 1998.

       At  May 31, 1999 and 1998 approximately $457,000 and  $1,542,000,
  respectively, of accounts receivable  were factored with a  commercial
  factor.  Approximately  $145,000  and  $707,000  were  factored   with
  recourse at May 31, 1999 and 1998, respectively.

    Inventories

       Inventories consist of:                       1999         1998
                                                    -----      ---------
                 Raw materials                        -       $  991,748
                 Work-in-process                      -        1,067,345
                 Finished goods                       -        2,561,475
                                                    -----      ---------
                                                      -       $4,620,568
<PAGE>                                              =====      =========
  Property, plant and equipment

       Details  of  property,  plant  and  equipment  at  cost  and  the
  estimated useful lives used in computing depreciation and amortization
  are:
<TABLE>
                                    Estimated
                                   useful lives     1999          1998
                                   ------------  ---------     ---------
    <S>                            <C>          <C>           <C>
    Property, plant and equipment:
              Land                         -    $        -    $  109,846
              Buildings              25 years            -       661,727
              Machinery and
                equipment          3-10 years       55,232     1,027,109
              Building and lease
               hold improvements   4-10 years            -       695,650
                                                 ---------     ---------
                                                $   55,232    $2,494,332
                                                 =========     =========
    Plant and equipment not used
      in operations:
            Buildings               25 years    $        -    $  137,005

            Less accumulated depreciation                -      (136,327)
                                                 ---------     ---------
                                                $        -    $      678
                                                 =========     =========
</TABLE>

       Depreciation expense for the period May  6, 1999 through May  31,
  1999 was $11,741.


  Accounts payable and accrued liabilities

<TABLE>
       Accounts payable and accrued
         liabilities consist of:
                                                    1999           1998
                                                  -------      ---------
            <S>                                  <C>          <C>
            Accounts payable-trade               $ 60,001     $1,667,482
            Accrued compensation                    5,291        191,390
            Accrued taxes                         119,400        100,207
            Other accrued liabilities               1,219         16,329
                                                  -------      ---------
                                                 $185,911     $1,975,408
</TABLE>                                          =======      =========
<PAGE>
  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,
  1999, amounts available under this line were $100,000. No amounts were
  drawn under this line of credit as of May 31, 1999.

  Leases

       Certain  equipment,  manufacturing   facilities,  showrooms   and
  factory outlet  mall  stores were  leased  for periods    expiring  at
  various dates through   fiscal 2003, at aggregate  annual  rentals  of
  approximately $223,000 in 1999, $159,000 in 1998 and $103,000 in 1997,
  which consisted entirely of  minimum  rentals.    Management does  not
  expect to  renew  or  replace  terminated  or  expired  leases  as  it
  completes the  liquidation and  dissolution  process of  the  Company.
  As of May  31, 1999 there  is only one  lease for  office space  which
  expires in 2003 and  one lease for office  equipment which expires  in
  2001.  Included  in the 1999  rent expense  is approximately  $110,000
  related to buy-out of certain facility operating 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, 1999 were as follows:
                                                    Operating
                                                     leases
                                                      ------
                 2001                                $36,000
                 2002                                 31,000
                 2003                                 11,000
                                                      ------
                                                     $78,000
                                                      ======
<PAGE>
  Federal Income Tax

       Income taxes receivable  at May  31, 1999  consists primarily  of
  federal income taxes  recoverable through carryback  of net  operating
  losses. The detail of the provision for federal income tax follows:

<TABLE>
                                    For the period
                                     June 1, 1998
                                        through    For the years ended May 31,
                                      May 5, 1999       1998        1997
                                        --------      -------     -------
     <S>                               <C>           <C>         <C>
     Current tax payable (receivable)  $(659,323)    $244,477    $411,491
     Deferred tax
       (benefit) expense                 160,000      (20,000)    (41,000)
                                        --------      -------     -------
     Provision (credit)
       for income tax                  $(499,323)    $224,477    $370,491
                                         =======      =======     =======
</TABLE>

       Deferred income taxes  reflect the net  tax effects of  temporary
  differences between the carrying amounts of assets and liabilities for
  financial reporting  purposes  and the  amounts  used for  income  tax
  purposes.  As a result of the Plan of Liquidation and Dissolution, all
  deferred tax assets have been allowed for since they are not  expected
  to be realized.   Net operating losses  available for carryforward  at
  May 31, 1999 were approximately $1,263,000  expiring May 31, 2119.

       Total deferred  tax assets  and liabilities  in the  consolidated
  statement of net assets and balance sheet are as follows at May 31,:
<TABLE>
                    Assets                  1999           1998
                                          --------        -------
              <S>                        <C>             <C>
              Bad debt reserve           $  13,300       $ 40,000
              Discount  reserve                  -          5,000
              Inventory capitalization
                of selling, general and
                administrative costs             -        189,000
              Net operating
                loss carryforward          429,551
                                          --------        -------
                                         $ 442,851       $234,000
              Less valuation allowance    (442,851)             -
                                          --------        -------
                                         $       -       $234,000
                                          ========        =======
                   Liabilities
              Depreciation               $       -       $ 74,000
                                          ========        =======
<PAGE>
       The income tax provision reconciled to the tax computed at federal
  statutory rates is as follows:
                                          For the years ended May 31,
                                       1999         1998          1997
                                     --------      -------       -------
       <S>                          <C>           <C>           <C>
       Tax at statutory rates       $(936,611)    $212,975      $341,387
       Tax effect of net operating
         loss carryforward            429,551           -             -
       Tax effect on non-
         deductible items              11,848       14,620        13,472
       Other-net                     (164,111)      16,882        56,632
                                     --------      -------       -------
                                    $(659,323)    $244,477      $411,491
    Deferred tax (benefit) expense    160,000      (20,000)      (41,000)
                                     --------      -------       -------
                                    $(499,323)    $224,477      $370,491
                                     ========      =======       =======

    The components of deferred income tax (benefit) expense are as follows:

                                           For the years ended May 31,
                                       1999         1998          1997
                                     --------      -------       -------
       Difference between tax
         and book depreciation     $  (74,000)    $    282      $ (3,400)
       Difference between tax
         and book allowance for
         doubtful accounts             26,945         (810)      (13,430)
       Difference between tax
         and book basis of
         merchandise inventories      189,018      (20,072)      (21,809)
       Reserve for discounts            4,738          600        (2,361)
       Net operating
         loss carryforward           (429,551)          -             -
       Valuation allowance            442,850           -             -
                                     --------      -------       -------
   Deferred tax (benefit) expense   $ 160,000     $(20,000)     $(41,000)
                                     ========      =======       =======
</TABLE>
<PAGE>
  Advertising costs

       The Company's policy is to expense  all advertising costs in  the
  period in  which the  advertising   first  takes place.    Advertising
  expense was  approximately $111,000,  $208,000  and $122,000  for  the
  years ended May 31, 1999, 1998 and 1997, respectively.

                              HOWARD B. WOLF, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
<TABLE>
  Selected quarterly financial data (UNAUDITED)
                  First Quarter  Second Quarter  Third Quarter  Fourth Quarter
                       Ended          Ended           Ended           Ended
                    Aug 31,1998   Nov 30,1998     Feb 28,1999     May 5,1999
                      ---------     ---------      ----------     ----------
  <S>                <C>           <C>            <C>            <C>
  Net sales          $3,148,230    $2,641,063     $ 2,491,598    $ 1,127,231
  Gross profit(loss)    992,183       286,070      (1,272,663)    (3,471,447)
  Income (loss)
    before federal
    income tax            6,309      (624,618)     (2,042,448)       327,944
  Net income (loss)       5,233      (441,463)     (1,317,661)       (79,599)
  Basic and diluted
    earnings (loss)
    per share               .01         (0.42)          (l.25)          (.08)
  Average number
    of shares
    outstanding       1,056,191     1,056,191       1,056,191      1,056,191


                    Aug 31,1997   Nov 30,1997     Feb 28,1998    May 31,1998
                      ---------     ---------      ----------     ----------
  <S>                <C>           <C>            <C>            <C>
  Net sales          $3,680,093    $3,861,720     $ 3,276,419    $ 3,503,682
  Gross profit        1,299,050     1,460,640       1,028,199      1,046,470
  Income before
    federal
    income tax          265,460       259,988          80,217         20,733
  Net income            170,196       168,996          43,682         19,047
  Basic and diluted
    earnings per share      .16           .16             .04            .02
  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 21, 1999.
                                                            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
           One Form 8-K was  filed in the fourth quarter ended May 31,
           1999 on May 6, 1999.

<PAGE>
<TABLE>
                            HOWARD B. WOLF, INC.
           SCHEDULE II-ALLOWANCE FOR COLLECTION LOSSES AND DISCOUNTS
                    Years ended May 31, 1999, 1998 and 1997
                               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, 1999
  Collection losses       $119       $  241       $321     $    -    $   39
  Discounts                 14          509(1)       -        523         -
                          ----        ------      ----     ------    -------
                          $133       $  750       $321     $  523    $   39
  Year ended
    May 31,1998
  Collection losses       $116       $  138       $136     $    -     $ 119
  Discounts                 16          857(1)       1        857        14
                          ----        ------      ----     ------    -------
                          $132       $  995       $137     $  857     $ 133
  Year ended
    May 31, 1997
  Collection losses       $ 77       $  127       $ 88     $    -     $ 116
  Discounts                  9        1,048(1)      (7)     1,048        16
                          ----        ------      ----     ------    -------
                          $ 86       $1,175       $ 81     $1,048      $ 13

</TABLE>
  (1) Charged to net sales.
  (2) Net of recoveries.

<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 27,1999

  By:/s/ Eugene K. Friesen
  Eugene K. Friesen
  Senior Vice President and Treasurer
  (Principal Accounting Officer)
  August 27,1999

  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:


  Creed L. Ford III
  Director
  August 27,1999

  /s/Eugene K. Friesen
  Eugene K. Friesen
  Senior Vice President, Treasurer and Director
  August 27,1999

  /s/Joel Held
  Joel Held
  Director
  August 27,1999

  Juan Villamizar
  Director
  August 27,1999

  /s/Howard B. Wolf
  Howard B. Wolf
  Chairman of the Board, Secretary and Director
  August 27,1999

  /s/Robert D. Wolf
  Robert D. Wolf
  President, Chief Executive Officer and Director
  August 27,1999