UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC  20549

                               FORM 10-Q


 X        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
-----       SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended June 30, 1998

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT
-----       OF 1934
          For the transition period from ______________ to ______________


                        Commission File Number 0-28596


                          THE NORTH FACE, INC.
         (Exact name of registrant as specified in its charter)


              Delaware                         94-3204082
  (State or other jurisdiction       (I.R.S. Employer Identification No.)
of incorporation or organization)

2013 Farallon Drive, San Leandro, California       94577
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code:    (510) 618-3500

Former name, former address and former fiscal year,
if changed since last report:                              N/A


Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes    X        No        
    ------         -----

The number of shares of Common Stock, $0.0025 par value per share, outstanding
on August 11, 1998, was 12,481,312.



<PAGE>
                      THE NORTH FACE, INC.

                       JUNE 30, 1998


                      INDEX TO FORM 10-Q



PART I.   FINANCIAL INFORMATION                                    PAGE NO.

   Item 1 -  Financial Statements (unaudited)

        Condensed Consolidated Balance Sheets                           3

        Condensed Consolidated Statements of Operations                 4

        Condensed Consolidated Statements of Cash Flows                 5

        Notes to Condensed Consolidated Financial Statements            6

   Item 2 - Management's Discussion and Analysis of Financial 
            Condition and Results of Operations                         7

   Item 3 - Quantitative and Qualitative  Disclosures About
            Market Risk                                                14

PART II.        OTHER INFORMATION

   Item 1 - Legal Proceedings                                          14

   Item 4 - Submission of Matters to a Vote of Security Holders        14

   Item 6 - Exhibits and Reports on Form 8-K                           14



<PAGE>
                         PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
                              THE NORTH FACE, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
               (In thousands, except share and per share amounts)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                      June 30,      December 31,  June 30,
                                                      1998          1997          1997
                                                      ------------  ------------  ------------
<S>                                                   <C>           <C>           <C>
                             ASSETS
Current Assets:
Cash and cash equivalents.........................         $5,303        $4,511        $1,695
Trade accounts receivable, net....................         49,791        52,255        23,253
Other receivables.................................          6,445         6,112         4,405
Income tax receivable.............................          3,550         3,465         3,491
Advances to suppliers.............................            530           744           --
Inventories.......................................         62,369        44,697        47,326
Deferred taxes....................................          2,779         2,779           --
Other current assets..............................          7,752         4,390         4,799
                                                      ------------  ------------  ------------
  Total current assets............................        138,519       118,953        84,969

Property and equipment, net.......................         22,428        22,955        16,725
Trademarks and intangibles, net...................         28,405        29,066        29,460
Other assets......................................          6,461         3,306         2,452
                                                      ------------  ------------  ------------
  Total assets....................................       $195,813      $174,280      $133,606
                                                      ============  ============  ============

          LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable, accrued expenses, and other
  current liabilities.............................         27,420        34,102        19,327
Short term borrowings and current portion of
  long-term debt and capital lease obligations....         40,985        25,734        19,520
                                                      ------------  ------------  ------------
  Total current liabilities.......................         68,405        59,836        38,847

Long-term debt and obligations under capital
  leases..........................................          4,435         5,177           942
Other long-term liabilities.......................          5,854         5,974         6,576
                                                      ------------  ------------  ------------
  Total liabilities...............................         78,694        70,987        46,365
                                                      ------------  ------------  ------------
Stockholders' equity:
Common Stock, $.0025 par value - shares authorized
 50,000,000; issued and outstanding; 12,337,000
 at June 30, 1998 and 11,502,000 at December 31, 1997;         31            29            29
Additional paid-in capital........................         97,761        81,727        78,609
Subscriptions receivable..........................            --            --            (15)
Retained earnings.................................         19,010        21,220         8,341
Accumulated other comprehensive income -
  Translation adjustment..........................            317           317           277
                                                      ------------  ------------  ------------
  Total stockholders' equity......................        117,119       103,293        87,241
                                                      ------------  ------------  ------------
  Total liabilities and stockholders' equity......       $195,813      $174,280      $133,606
                                                      ============  ============  ============
</TABLE> 
          See accompanying notes to consolidated financial statements
<PAGE>


                              THE NORTH FACE, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                  (unaudited)
<TABLE>
<CAPTION>
                                      Three Months Ended      Six Months Ended
                                           June 30,               June 30,
                                     ---------------------   -------------------
                                     1998       1997         1998      1997
                                     ---------- ----------   --------- ---------
<S>                                  <C>        <C>          <C>       <C>
Net Sales..........................    $42,553    $31,087     $90,362   $70,429
Cost of Sales......................     23,564     18,046      50,381    40,173
                                     ---------- ----------   --------- ---------
Gross Profit.......................     18,989     13,041      39,981    30,256

Operating Expenses.................     20,801     15,975      40,712    32,748
Facility Closure Charge............      1,620          0       1,620         0
                                     ---------- ----------   --------- ---------
Operating Loss.....................     (3,432)    (2,934)     (2,351)   (2,492)

Interest Expense...................       (848)      (301)     (1,522)     (420)
Other Income (Expense), net........       (133)       (87)        220       (25)
                                     ---------- ----------   --------- ---------
Loss Before Benefit for 
  Income Taxes ....................     (4,413)    (3,322)     (3,653)   (2,937)

Benefit for Income Taxes...........     (1,743)    (1,315)     (1,443)   (1,165)
                                     ---------- ----------   --------- ---------
Net Loss...........................    ($2,670)   ($2,007)    ($2,210)  ($1,772)
                                     ========== ==========   ========= =========

Net Loss Per Share:
     Basic.........................     ($0.22)    ($0.18)     ($0.19)   ($0.16)
     Diluted.......................     ($0.22)    ($0.18)     ($0.19)   ($0.16)

Weighted Average Shares Outstanding:
     Basic.........................     11,968     11,222      11,752    11,220
     Diluted.......................     11,968     11,222      11,752    11,220

</TABLE> 
          See accompanying notes to consolidated financial statements
<PAGE>




                              THE NORTH FACE, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                    Six Months Ended
                                                        June 30,
                                                 ----------------------
                                                 1998        1997
                                                 ----------  ----------
<S>                                              <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME.......................................  ($2,210)    ($1,772)
Adjustments to reconcile net loss to cash
 used in operating activities:
  Depreciation and amortization..................    3,081       1,886
  Provision for doubtful accounts................      723         736
  Tax benefit of exercise of stock options.......    1,306       2,339
  Other..........................................      (43)          2
Effect of changes in:
  Accounts receivable............................    1,741      (2,584)
  Inventories....................................  (17,672)    (15,851)
  Income tax receivable..........................      (85)     (2,197)
  Other assets...................................   (3,930)     (4,073)
  Accounts payable, accrued liabilities, and..........
    other liabilities............................   (2,492)        684
                                                 ----------  ----------
NET CASH USED IN OPERATING ACTIVITIES...           (19,581)    (20,830)
                                                 ----------  ----------
INVESTING ACTIVITIES:
Deposit for acquisition of business..............   (2,488)          0
Purchase of fixed assets.........................   (6,379)     (6,109)
                                                 ----------  ----------
NET CASH USED IN INVESTING ACTIVITIES............   (8,867)     (6,109)
                                                 ----------  ----------
FINANCING ACTIVITIES:
Borrowings on long term debt.....................       64       1,793
Long term debt repayments........................     (688)       (134)
Proceeds from revolver, net......................   15,134      18,573
Payment of debt acquisition costs................        0         (88)
Proceeds from issuance of stock..................   14,730         220
                                                 ----------  ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES...        29,240      20,364
                                                 ----------  ----------
Effect of foreign currency fluctuations on cash..        0         (45)
                                                 ----------  ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.      792      (6,620)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD...    4,511       8,315
                                                 ----------  ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD.........   $5,303      $1,695
                                                 ==========  ==========
</TABLE>
          See accompanying notes to consolidated financial statements.
<PAGE>



                         THE NORTH FACE, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (unaudited)


NOTE 1.   BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of The
North Face, Inc.  and its subsidiaries (the "Company") have been prepared
pursuant to the rules and regulations of the  Securities and Exchange
Commission.  Certain information and footnote disclosures normally included in 
annual financial statements prepared in accordance with generally accepted
accounting principles have been  condensed or omitted pursuant to such rules
and regulations.  Operating results for the six month period  ended June 30,
1998 are not necessarily indicative of the results that may be expected for the
fiscal year  ending December 31, 1998.  Accordingly, the interim unaudited
financial statements should be read in  conjunction with the financial
statements included in the Form 10-K.

These financial statements have been prepared by the Company in a manner
consistent with that  used in the preparation of the consolidated financial
statements included in the Company's Annual Report  on Form 10-K for the fiscal
year ended December 31, 1997 (the "Form 10-K").  In the opinion of  management,
the accompanying financial statements reflect all adjustments, consisting of
only normal and  recurring adjustments, necessary for a fair presentation of
the financial position, results of operations, and  cash flows for the periods
presented.  All significant intercompany accounts and transactions have been 
eliminated.  Certain reclassifications have been made to prior year amounts to
conform with current year  presentation.  

The financial statements included herein are unaudited.  The Condensed
Consolidated Balance  Sheet as of  December 31, 1997, has been derived from the
Consolidated Balance Sheet as of December 31,  1997 included in the Form 10-K.


NOTE 2.  RECENTLY ISSUED ACCOUNTING STANDARDS

        In the first quarter of 1998, the Company adopted Statement of
Financial Accounting Standards  No. 130, "Reporting Comprehensive Income,"
which established standards for reporting and displaying  comprehensive income
and its components in financial statements.  Comprehensive income is defined as
net  income and all nonowner changes in shareholders' equity.  Accumulated
other comprehensive income  consists entirely of foreign currency translation
adjustments.  Total comprehensive loss for the quarters  ended June 30, 1998
and 1997 was $2,735,000 and $1,882,000, respectively and $2,210,000 and 
$1,817,000 for the six months ended June 30, 1998 and 1997, respectively.


NOTE 3.  FACILITY CLOSURE CHARGE

During the quarter ended June 30, 1998 the Company recorded a one-time charge
of $1,620,000,  or $.08 per share (basic and diluted), related to the closing
of an out-dated manufacturing facility in  Scotland and the integration of its
Canadian subsidiary into a combined North American business  operation.


NOTE 4.  SUBSEQUENT EVENTS

        On July 2, 1998, the Company acquired a 51% interest in La Sportiva
S.r.L., a premier  manufacturer and distributor of trekking, mountaineering,
and climbing footwear located in Ziano di  Fiemme, Italy for a total purchase
price of $6.4 million.  Of the $6.4 million purchase price, the Company  paid
$2.5 million in cash and will pay the balance of $3.9 million, in either cash
or in the Company's  common stock, in two to five years.  In a related
transaction, the Company acquired 100% of La Sportiva  USA on July 2, 1998 for
a purchase price of $3.0 million which was paid in 133,335 shares of the 
Company's common stock.  Both acquisitions will be recorded in the third
quarter of 1998 under the  purchase method of accounting.  The Company will
consolidate the results of La Sportiva S.r.L. and La  Sportiva USA beginning on
July 2, 1998.

        In July 1998, the Company announced plans to relocate a portion of its
corporate headquarters to  Carbondale, Colorado in August 1998.  In addition,
the Company announced its intention to establish a  Hong Kong operation to
facilitate its sourcing of products in Asia and a planned reorganization of its
San  Leandro facility.   The Company expects the costs relating to these
announcements to be approximately $6  to $7 million of which $4.2 million is
estimated to be incurred in 1998.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
        CONDITION AND RESULTS OF OPERATIONS

Overview - Factors That May Affect Future Results

When used below in connection with matters that may occur in the future, the
words "anticipate,"  "estimate," "expect" or similar words identify forward
looking statements within the meaning of federal  securities laws.  Forward
looking statements below are based on the Company's current expectations of 
future events.  The matters described in the forward looking statements are
subject to risks and  uncertainties.  The actual results of these matters may
differ substantially from the results anticipated by  the Company.  The Company
cannot assure that future results will meet its current expectations.  Risks
and  uncertainties relating to forward looking statements and to the Company's
business include, but are not  limited to, those described below, under
"Factors That May Affect Our Business", in the Company's  Annual Report on Form
10-K for the fiscal year ended December 31, 1997 and in other documents that 
may be subsequently filed with the Commission.


RESULTS OF OPERATIONS

The following tables set forth, for the periods indicated, certain items in the
Company's  consolidated statements of operations as a percentage of net sales
(except for income taxes, which are  shown as a percentage of pretax income). 
The results of operations for the three and six month periods  ended June 30,
1998 and 1997 are not necessarily indicative of future results to be expected
for the full  year.


<TABLE>
<CAPTION>
                                      Three Months Ended      Six Months Ended
                                           June 30,               June 30,
                                     ---------------------   -------------------
                                     1998       1997         1998      1997
                                     ---------- ----------   --------- ---------
<S>                                  <C>        <C>          <C>       <C>
Net Sales..........................      100.0 %    100.0 %     100.0 %   100.0
Gross Profit.......................       44.6       42.0        44.2      43.0
Operating Expenses.................       48.9       51.4        45.1      46.5
Facility Closure Charge............        3.8        0.0         1.8       0.0
Operating Loss.....................       (8.1)      (9.4)       (2.6)     (3.5)
Interest Expense...................        2.0        1.0         1.7       0.6
Loss Before Benefit for 
  Income Taxes ....................      (10.4)     (10.7)       (4.0)     (4.2)
Benefit for Income Taxes...........      (39.5)     (39.6)      (39.5)    (39.7)
Net Loss...........................       (6.3)      (6.5)       (2.4)     (2.5)
</TABLE> 


Three Months Ended June 30, 1998 Compared to Three Months Ended June 30, 1997

Net Sales.  Net sales increased by 36.9% to $42.6 million from $31.1 million
for the three months ended  June 30, 1998 (the "Second Quarter 1998") over the
three months ended June 30, 1997 (the "Second  Quarter 1997").

Net sales to wholesale customers increased by 40.7% to $36.0 million from $25.6
million for the  Second Quarter 1998 compared to the Second Quarter 1997.  This
increase was primarily a result of  increased unit sales to the Company's
existing wholesale customers resulting from (i) continued strong  sales of
existing products, (ii) increased sales through the Summit Shop program, and
(iii) a shift in timing  of Fall sales from July to June due to requested
customer delivery dates.

Retail sales in the US and Canada increased by 19.2% to $6.6 million from $5.5
million for the  Second Quarter 1998 compared to the Second Quarter 1997.  On a
comparable store basis, retail sales  increased by 12.7% (approximately 9.6%
for retail stores and 17.2% for outlets).  This increase is  primarily the
result of a successful sale held at the outlets in May and a better
merchandising mix of  inventory at both the outlets and retail stores, and a
more volume oriented pricing strategy at the outlets.  

Gross Profit.  Gross profit as a percentage of net sales for the Second Quarter
1998 was 44.6% compared  to 42.0% for the Second Quarter 1997.  The increase in
gross margin was primarily attributable to  continued management of
non-profitable products, improved pricing in production and operating leverage.

Operating Expenses.  Operating expenses, which include selling, marketing, and
general administrative  expenses, increased by 30.2% to $20.8 million from
$16.0 million for the Second Quarter 1998 compared  to the Second Quarter 1997.
The increase of $4.8 million is primarily due to increases in variable and
fixed costs to support the growth of the Company's business.  However, 
operating expenses, as a percentage of net sales declined from 51.4%  to 48.9%,
reflecting the Company's improved operating expense leverage.

Facility Closure Charge.  During the Second Quarter 1998 the Company recorded a
one-time charge of $1.6 million related to the closing of an out-dated
manufacturing facility in Scotland and the integration of its Canadian
subsidiary into a combined North American business operation.

Interest Expense.  Interest expense for the Second Quarter 1998 increased to
$0.8 million from $0.3 million  for the Second Quarter 1997.  The low level of
interest in the Second Quarter 1997 was primarily a result  of the Company
using the proceeds from its two public offerings in 1996 to repay debt which
allowed the  Company to maintain a low level of debt in early 1997.

Provision for Income Taxes.  Income taxes as a percent of pretax loss was
approximately 39.5% for the  Second Quarter 1998 compared to 39.6% for the
Second Quarter 1997.  This fluctuation relates to the  estimated mix of the
Company's pretax earnings in the U.S., Canada, and the United Kingdom, which
have  different tax rates.

Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997

Net Sales.  Net sales increased by 28.3% to $90.4 million from $70.4 million
for the six months ended June  30, 1998 (the "First Six Months 1998") compared
to the six months ended June 30, 1997 (the "First Six  Months 1997").

        Net sales to wholesale customers increased by 33.4% to $75.9 million
from $56.9 million for the  First Six Months 1998 compared to the First Six
Months 1997.  This increase was primarily a result of  increased unit sales to
the Company's existing wholesale customers resulting from continued strong
sales of  existing products and increased sales through the Summit Shop program.

        Retail sales in the US and Canada increased by 7.0% to $14.5 million
from $13.5 million for the  First Six Months 1998 compared to First Six Months
1997.  On a comparable store basis, retail sales  increased by 2.3%
(approximately 1.0% for retail stores and 4.7% for outlets).  This increase is
due to a  successful sale held at the outlets in May and a better merchandising
mix of inventory during the Second  Quarter 1998, offset by poor sales in
January and early February due to inadequate inventory levels of  retail
product in that period.

Gross Profit.  Gross profit as a percentage of net sales for the First Six
Months 1998 was 44.2% compared  to 43.0% for the First Six Months 1997.  The
higher gross margin was primarily attributable to continued  management of
non-profitable products, improved pricing in production and operating leverages.

Operating Expenses.  Operating expenses, which include selling, marketing, and
general and administrative  expenses, increased by 24.3% to $40.7 million from
$32.7 million for the First Six Months 1998 compared  to the First Six Months
1997. The increase of  $8.0 million is primarily due to increases in variable
and fixed costs to support the growth of the  Company's business.  However,
operating expenses as a percentage  of net sales declined from 46.5% to 45.1%,
reflecting the Company's improved operating expense leverage.

Facility Closure Charge.  During the First Six Months 1998 the Company recorded
a one-time charge of $1.6 million related to the closing of an out-dated
manufacturing facility in Scotland and the integration of its Canadian
subsidiary into a combined North American business operation.

Interest Expense.  Interest expense increased to $1.5 million from $.4 million
for the First Six Months  1998 compared to the First Six Months 1997.  The low
level of interest in the First Six Months 1997 was  primarily a result of the
Company using the proceeds from its two public offerings in 1996 to repay debt 
which allowed the Company to maintain a low level of debt in early 1997.

Provision for Income Taxes.  Income taxes as a percent of pretax loss was
approximately 39.5% for the  First Six Months 1998 compared to 39.7% for the
First Six Months 1997.  This fluctuation related to the  estimated mix of the
Company's pretax earnings in the United States, Canada, and the United Kingdom,
 which have different tax rates.


LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company's ability to maintain adequate levels of inventory
was constrained by its  capital resources. As a result of increases in its
credit facility, as well as the Company's public offerings in  1996, the
Company has increased its levels of inventory in order to better meet demand
for its key  products.  The Company anticipates that inventory levels will
continue to increase as the Company expands  its business and continues to
improve its core inventory replenishment program.  Such inventory  increases
are expected to be financed by borrowings under the Company's credit facility.
The Company's  current credit facility provides for borrowings up to $60.0
million under its revolving line of credit.  In  addition, the Company has a
term note for capital expenditures of $4.8 million at June 30, 1998.  The 
credit facility also provides a sub-limit for letters of credit of up to $25.0
million to finance the Company's  purchases of product from foreign suppliers. 
As of June 30, 1998, the Company had approximately $6.3  million of letters of
credit outstanding under the credit facility.  The credit facility contains
certain financial  covenants that the Company was in compliance with as of June
30, 1998.

In the Second Quarter 1998 the Company received $14.0 million resulting from
the issuance of  665,060 shares of the Company's common stock which were
purchased by James G. Fifield, the  Company's President and Chief Executive
Officer.

The Company estimates that its capital expenditures in 1998 will be
approximately $18.0 million.   This amount is expected to be used principally
for investment in Summit Shops, the upgrade of  management information systems,
the expansion of the Company's administration and distribution  facilities, the
establishment of operating facilities in Colorado, the expansion of its
European sales and  marketing operations and the remodeling of existing retail
stores.

The Company anticipates that cash generated from operations, cash available
under the  Company's credit facility and through increased bank financing, will
be sufficient to satisfy its cash  requirements for at least the next 12 months.


YEAR 2000 COMPLIANCE

Many currently installed computer systems and software products are coded to
accept only six  digit entries in the date code field.  These date code fields
will need to accept eight digit entries to  distinguish 21st century dates from
20th century dates.  As a result, in less that two years, computer systems  and
software used by many companies may need to be upgraded to comply with such
"Year 2000"  requirements.  

The Company has conducted an internal review of its information systems and is
involved in an  enterprise wide project to upgrade or modify portions of its
software so that its computer systems will  properly utilize dates beyond
December 31, 1999.  The Company has been using both external and internal 
resources to reprogram or upgrade its software for the Year 2000 issue.  The
Company plans to complete  the modifications and upgrades, including testing,
by the end of 1998.  The total cost for addressing the  Year 2000 issue of
approximately $400,000, which is based on management's current estimates, is
not  expected to be material to the Company's operations. The Company believes
that with modifications and  upgrades of its software the Year 2000 issue can
be mitigated.  However, if such modifications and  conversions are not made, or
are not completed timely, the Year 2000 issue could have a material impact  on
the operations of the Company.  

The Company has surveyed significant vendors and others on whom it relies to
assure that their  systems will be converted in a timely manner.  The Company
is currently in the process of analyzing the  responses to this survey.  There
can be no assurance that the systems of other companies will be converted  on
time or that a failure to convert by another company would not have a material
adverse effect on the  Company.  In addition, the purchasing patterns of
customers and potential customers may be affected by  Year 2000 issues as
companies expend significant resources to upgrade their current software
systems for  Year 2000 compliance.  These expenditures may result in reduced
funds available to purchase products  such as those offered by the Company,
which could have a material adverse effect on the Company's  business,
operating results, and financial condition.


FACTORS THAT MAY AFFECT OUR BUSINESS

Certain statements set forth herein which refer to future financial items,
economic performance or  operations are forward looking, and actual results may
differ materially from the result expected by the  Company.  The Company's
future growth and operating results may be adversely effected by a number of 
factors, including those set forth below and elsewhere herein.  There may also
be important, unforeseen  risks not described herein.

Consumer Preferences.  Consumer demand for the Company's products may be
adversely affected if  consumer interest in outdoor activities declines or does
not grow.  If the Company is unable to respond  successfully to changes in
consumer preferences, or if consumer preferences shift toward competing 
products or away from the Company's product categories altogether, the
Company's business would be  adversely effected.  The Company cannot assure
future growth or consumer demand for its products.

Managing Growth.  If the Company's business grows, the Company may have
increased difficulties in  managing product design, hiring, marketing,
distribution, management information and other resources, and  in obtaining and
effectively managing supplies, manufacturing services and working capital.  The
 Company's future profitability will be critically dependent on its ability to
achieve and manage potential  future growth effectively.

Wholesale Strategy.  The Company's wholesale customers consist almost
exclusively of specialty outdoor  product retailers.  The Company cannot assure
that its existing customers will increase their purchases of  the Company's
products, that future preseason wholesale orders will increase, or that the
Company will be  able to fill reorders during each season.  Because the Company
expects its wholesale business to constitute  an increasing percentage of total
sales going forward, overall gross margins may decline in the future.  The 
Company's wholesale strategy also depends on its ability to achieve increased
sales through its Summit  Shop program.  Risks of this program include sourcing
and managing higher inventory levels, funding all  or most of the cost of the
Summit Shop fixtures without assurance of additional sales and profits, and the
 need to supply products that maintain consumer demand on a year round basis. 
There can be no assurance  that additional Summit Shops will be opened in a
timely manner or that their cost or performance will meet  the Company's
expectations.  If the Summit Shop program is unsuccessful, the Company risks
write-offs  of inventory and fixtures that could have a material adverse effect
on the Company's business.  The  Company believes that the success of its
Summit Shop program will be highly dependent on market  acceptance of its
Tekware? line of products, which was introduced in 1996.

Dependence on New Products.  To continue its growth, the Company must
successfully introduce new  products and improvements to existing products on
an ongoing basis.  Risks of new product introductions  include targeting new
markets involving more casual outdoor uses, offering products in wider price
ranges,  product obsolescence, increased costs and competition, possible
consumer rejection of new products or  styles and possible dilution of the
Company's product image. In May 1998, the Company announced its  intention to
design and contract for the manufacturing of a line of outdoor performance
footwear, scheduled  to launch in Spring 1999.  There can be no assurance that
this new effort by the Company will be  successful.

Reliance on Unaffiliated Manufacturers.  The Company currently relies on
approximately 50 unaffiliated  manufacturers to produce nearly all of its
products, with 10 of the manufacturers producing approximately  75% of the
Company's products in 1997 and early 1998.  The Company has no long-term
contracts with  its manufacturing sources, and it competes with other companies
for production facilities and import quota  capacity.  Any disruption in the
Company's ability to obtain manufacturing services could have a material 
adverse effect on the Company's business.  None of the manufacturers used by
the Company produces the  Company's products exclusively.  The Company has
occasionally received, and may in the future receive,  shipments of products
from manufacturers that fail to conform to the Company's quality control
standards.   The Company established its core inventory replenishment program
to facilitate reorders of core products,  and cannot assure that this program
will meet reorder requirements or avoid excess inventory.

The Company requires its independent manufacturers to operate in compliance
with applicable laws and  regulations.  Although the Company's internal and
vendor operating guidelines promote ethical business  practices and the
Company's sourcing personnel periodically visit and monitor the operations of
its  independent manufacturers, the Company does not control these vendors or
their labor practices.  The  violation of labor or other laws by an independent
manufacturer of the Company, or the divergence of an  independent
manufacturer's labor practices from those generally accepted as ethical in the
United States,  could result in adverse publicity for the Company and could
have a material adverse effect on the  Company.

Key Suppliers. Certain important material used in the Company's products are
only available from one or a  limited number of independent suppliers.  The
Company's future success may depend upon the Company's  continued ability to
purchase supplies of technically advanced textiles developed by third parties. 
The  Company cannot assure that it will be able to obtain in the future
adequate supplies of technically advanced  materials or that desired purchase
terms or other benefits of past purchases, such as a supplier's funding of 
development costs and co-op advertising arrangements, will continue.

Fluctuation in Sales.  Sales of the Company's products historically have
fluctuated due to external  conditions such as weather and economic recessions
or other conditions which reduce consumer spending,  which are beyond the
Company's control.

International Operations.  The Company's business is subject to the risks
generally associated with doing  business abroad.  The Company imports more
than 60% of its merchandise from contract manufacturers  located outside of the
United States, primarily in the Far East.  A significant portion of the
Company's  products is produced in China.  From time to time, the U.S.
government has considered imposing punitive  tariffs on apparel and other
exports from China.  The imposition of any such tariff could disrupt the supply
 or substantially increase the cost of the Company's products, either of which
could have a material adverse  effect on the Company's results of operations.

Competition and Trademarks.  The Company faces intense competition from major
brand name apparel  companies, other large companies, and smaller businesses
specializing in outdoor products.  The Company  owns and uses a number of
trademarks, some of which may be important in maintaining or creating a 
competitive advantage and consumer demand.  Certain competitors in the United
States and abroad have  copied and may in the future copy certain of the
Company's trademarks and designs.  The Company is also  aware of certain
counterfeiting of the Company's products.  Without authorization from the
Company, a  third party has filed an application in China to register as a
trademark the Chinese characters for "North  Face" and a copy of the Company's
"N" design, and, unless successfully opposed, this application could  result in
material adverse consequences to the Company's business.  There is no assurance
that the  Company's efforts to stop or reduce the copying or counterfeiting of
its trademarks or products will be  successful, that the Company's trademarks
will not violate the proprietary rights of others, or that the  Company will be
able to avoid or successfully defend challenges to its trademarks or other
intellectual  property in the United States or abroad. 

Key Personnel.  The Company's future success will depend, in part, upon the
continued efforts of its key  executive officers and other key personnel and
upon the Company's ability to successfully retain current  personnel and
recruit and retain new personnel.  There can be no assurance that any of such
persons will  remain executive officers or employees of the Company in the
future.  The unanticipated loss of one or  more current senior executives or
key employees, or the failure to adequately replace any departed  executive or
key employee on a timely basis, could have a significant adverse effect on the
Company's  business.  During the Second Quarter 1998, William N. Simon resigned
from his position as President and  Chief Executive Officer and assumed the
position of Vice Chairman and James G. Fifield was appointed as  the Company's
new President and Chief Executive Officer.  In addition, James P. Reilly has
recently joined  the Company as its Chief Operating Officer.  There can be no
assurance that any newly-hired executive or  key employee can successfully
manage the Company's operations.

Product and Warranty Liability.  The Company's products are used often in
severe weather conditions.  In  1997 the Company began selling portaledges used
as sleeping platforms in big wall rock climbing.  There is  no assurance that
insurance maintained by the Company will cover possible future losses from
product  liability claims.  The Company maintains a warranty reserve for the
lifetime warranty offered on its  products, but cannot assure that future
claims will not exceed this reserve.  Further, in the event that the  Company
experiences problems with product quality or reliability, its reputation as a
provider of high  quality products could suffer, which could have a material
adverse effect on the Company's business.

Stock Market Risks.  The trading price of the Company's Common Stock has
fluctuated significantly since  the Company's initial public offering in July
1996, and may fluctuate in the future as a result of many  factors, including
the Company's operating results, new products introduced by the Company or its 
competitors, market conditions for the Company's products, changes in earnings
estimates by analysts,  results reported by the Company which are more or less
than estimates by analysts, and speculation in the  trade or business press. 
The trading price may also be effected by retail industry, stock market, or 
economic factors unrelated to the Company's performance.  Future sales of
substantial amounts of  Common Stock by existing stockholders may also
adversely effect prevailing market prices for the  Common Stock and could
impair the Company's ability to raise equity capital in the future.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 
RISK 

Not applicable.


PART II.   OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

        None material.


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

The following matters were approved at the Company's annual meeting of
stockholders on  March 31, 1998:

(a) The following class II Directors were elected:

       Name                     For                      Withheld
       James Fifield          10,746,749                    18,021
       William Simon          10,746,955                    17,815

(b) The ratification of an amendment to the Company's 1996 Stock Incentive Plan
to  increase the number of shares of Common Stock reserved for issuance
thereunder  by 600,000 shares to a total of 1,283,950.

       For                      Against                    Abstain
       5,036,653               3,310,404                    11,612

(c) The ratification of the selection of Deloitte & Touche LLP as independent
auditors  of the Company for its fiscal year ending December 31, 1998.

       For                      Against                   Abstain
       10,751,568                 6,449                    6,753

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)     Exhibits
                (11.1)  Computation of Per Share Earnings

                (27.1)  Financial Data Schedule

(b) Reports on Form 8-K
Form 8-K dated June 30, 1998 was filed on July 7, 1998 disclosing recent
acquisitions, the  plan to relocate a portion of the Company's executive
offices and reorganize other  operations of the Company, the plan to establish
a facility in Hong Kong to manage the  Company's relationship with certain
third party manufacturers, and the adoption of a  Stockholder Rights Plan. 


SIGNATURES

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

    THE NORTH FACE, INC.
    (Registrant)




    Dated:  August 14, 1998 By:     /s/ James G. Fifield_____________         
                                    James G. Fifield
                                    Chief Executive Officer



    Dated:  August 14, 1998 By:     /s/ Christopher F. Crawford_    
                                    Christopher F. Crawford
                                    Chief Financial Officer
                                    (Principal Financial and Accounting
                                    Officer of the Registrant)






INDEX OF EXHIBITS


The following exhibits are included herein:

11.1  Computation of Net Income Per Share

27.1  Financial Data Schedule