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 March 31, 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 May 12, 1998, was  11,560,761.



<PAGE>
                      THE NORTH FACE, INC.

                        MARCH 31, 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                                                 9

PART II.        OTHER INFORMATION

   Item 1 - Legal Proceedings                                          12   

   Item 4 - Submission of Matters to a Vote of Security Holders        12

   Item 6 - Exhibits and Reports on Form 8-K                           13



<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>
                                                      March 31      December 31   March 31,
                                                      1998          1997          1997
                                                      ------------  ------------  ------------
<S>                                                   <C>           <C>           <C>
                             ASSETS
Current Assets:
Cash and cash equivalents.........................         $4,867        $4,511        $1,618
Trade accounts receivable, net....................         39,924        52,255        24,134
Other receivables.................................          7,181         6,112         2,928
Income tax receivable.............................          3,672         3,465         2,585
Advances to suppliers.............................            929           744           628
Inventories.......................................         49,678        44,697        35,889
Deferred taxes....................................          2,781         2,779         2,483
Other current assets..............................          8,913         4,390         2,800
                                                      ------------  ------------  ------------
  Total current assets............................        117,945       118,953        73,065

Property and equipment, net.......................         22,957        22,955        13,998
Trademarks and intangibles, net...................         28,610        29,066        29,655
Other assets......................................          3,174         3,306         2,279
                                                      ------------  ------------  ------------
  Total assets....................................       $172,686      $174,280      $118,997
                                                      ============  ============  ============

          LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable, accrued expenses, and other
  current liabilities.............................         33,856        34,102        20,515
Short term borrowings and current portion of
  long-term debt and capital lease obligations....         23,256        25,734         3,821
                                                      ------------  ------------  ------------
  Total current liabilities.......................         57,112        59,836        24,336

Long-term debt and obligations under capital
  leases..........................................          4,953         5,177           477
Other long-term liabilities.......................          6,025         5,974         6,461
                                                      ------------  ------------  ------------
  Total liabilities...............................         68,090        70,987        31,274
                                                      ------------  ------------  ------------
Stockholders' equity:
Common Stock, $.0025 par value -shares authorized
 50,000,000; issued and outstanding ; 11,554,000
 at March 31, 1998; 11,502,000 at December 31, 1997;
 and 11,205,000 at March 31, 1997.................             29            29            29
Additional paid-in capital........................         82,504        81,727        77,256
Subscriptions receivable..........................              0           --            (62)
Retained earnings.................................         21,681        21,220        10,348
Accumulated other comprehensive income -
  Translation adjustment..........................            382           317           152
                                                      ------------  ------------  ------------
  Total stockholders' equity......................        104,596       103,293        87,723
                                                      ------------  ------------  ------------
  Total liabilities and stockholders' equity......       $172,686      $174,280      $118,997
                                                      ============  ============  ============
</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
                                            March 31
                                     ---------------------
                                     1998       1997
                                     ---------- ----------
<S>                                  <C>        <C>
Net Sales..........................    $47,809    $39,342
Cost of Sales......................     26,817     22,127
                                     ---------- ----------
Gross Profit.......................     20,992     17,215

Operating Expenses.................     19,911     16,773
                                     ---------- ----------
Operating Income...................      1,081        442

Interest Expense...................       (674)      (119)
Other Income (Expense), net........        353         62
                                     ---------- ----------
Income Before Provision for 
  Income Taxes ....................        760        385

Provision for Income Taxes.........        300        150
                                     ---------- ----------
Net Income.........................       $460       $235
                                     ========== ==========

Earnings Per Share:
     Basic.........................      $0.04      $0.02
     Diluted.......................      $0.04      $0.02

Weighted Average Shares Outstanding:
     Basic.........................     11,539     11,206
     Diluted.......................     11,872     11,643

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





                              THE NORTH FACE, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                             March 31
                                                       ----------------------
                                                       1998        1997
                                                       ----------  ----------
<S>                                                    <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME............................................      $460        $235
Adjustments to reconcile net income to cash
 provided by (used in) operating activities:
  Depreciation and amortization.......................     1,461       1,004
  Deferred income taxes...............................        (2)          7
  Provision for doubtful accounts.....................      (211)        554
  Tax benefit of exercise of stock options............        12       1,055
Effect of changes in:
  Accounts receivable.................................    12,543      (3,283)
  Inventories.........................................    (4,981)     (4,414)
  Income tax receivable...............................      (207)     (1,291)
  Other assets........................................    (5,434)     (3,687)
  Accounts payable and accrued liabilities............      (197)      1,830
                                                       ----------  ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES...     3,444      (7,990)
                                                       ----------  ----------
INVESTING ACTIVITIES:
Purchase of fixed assets..............................    (1,218)     (2,709)
                                                       ----------  ----------
NET CASH USED IN INVESTING ACTIVITIES.................    (1,218)     (2,709)
                                                       ----------  ----------
FINANCING ACTIVITIES:
Borrowings on long term debt..........................         0         380
Long term debt repayments.............................      (312)         (9)
Proceeds (repayment) from revolver, net...............    (2,388)      3,697
Proceeds from issuance of stock.......................       765         104
                                                       ----------  ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES...    (1,935)      4,172
                                                       ----------  ----------
Effect of foreign currency fluctuations on cash.......        65        (170)
                                                       ----------  ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS......       356      (6,697)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD........     4,511       8,315
                                                       ----------  ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD..............    $4,867      $1,618
                                                       ==========  ==========
</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 three month period ended March 31,
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").  Certain items
contained in  these statements are based on estimates.  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 and 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 income for the quarters  ending March 31,
1998 and 1997 was $525,000 and $65,000, respectively.


NOTE 3.  SUBSEQUENT EVENTS

        In the Second Quarter of 1998, the Company is taking a one-time charge
of approximately $1.5  million, or $.08 per share, 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.


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 month periods ended  March
31, 1998 and 1997 are not necessarily indicative of future results to be
expected for the full year.


<TABLE>
<CAPTION>
                                      Three Months Ended
                                            March 31
                                     ---------------------
                                     1998       1997
                                     ---------- ----------
<S>                                  <C>        <C>
Net Sales..........................      100.0%     100.0%
Gross Profit.......................       43.9%      43.8%
Operating Expenses.................       41.6%      42.6%
Operating Income...................        2.3%       1.1%
Interest Expense...................       -1.4%      -0.3%
Income Before Provision for 
  Income Taxes ....................        1.6%       1.0%
Provision for Income Taxes.........        0.6%       0.4%
Net Income.........................        1.0%       0.6%
</TABLE> 


Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997

Net Sales.  Net sales increased by 21.5% to $47.8 million from $39.3 million
for the three months ended  March 31, 1998 (the "First Quarter 1998") over the
three months ended March 31, 1997 (the "First  Quarter 1997").

Net sales to wholesale customers increased by 27.4% to $39.9 million from
$31.3 million for the  First Quarter 1998 compared to the First Quarter 1997. 
This increase was primarily a result of increased  unit sales to the Company's
existing wholesale customers resulting from (i) continued sales in recently 
introduced products, including Tekware? and Ascentials; (ii) continued strong
sales of sales of existing  products, and (iii) increased sales through the
Summit Shop program.

Retail sales in the US and Canada were $7.9 million compared to approximately
$8.0 million in the  prior year.  On a comparable store basis, retail sales
were lower by 4.8% (approximately 4.0% lower for  retail stores and
approximately 6.7% lower for outlets).  The decline was primarily in January
and early  February due to inadequate inventory levels related to the
allocation of retail product to the wholesale  division during the Fourth
Quarter 1997.  March results improved with a better retail inventory position,
 favorable weather conditions and a sale held at the outlets.  

Gross Profit.  Gross profit as a percentage of net sales for the First Quarter
1998 was 43.9% compared to  43.8% for the First Quarter 1997.  The higher
gross margin was primarily attributable to improved pricing  in production.

Operating Expenses.  Operating expenses, which include selling, marketing, and
general administrative  expenses, increased by 18.7% to $19.9 million from
$16.8 million for the First Quarter 1998 compared to  the First Quarter 1997,
primarily as a result of 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 42.6%  to 41.6%, reflecting the
Company's improved operating expense leverage.

Interest Expense.  Interest expense for the First Quarter 1998 increased to
$0.7 million from $0.1 million  for the First Quarter 1997.  The low level of
interest in the First Quarter 1997 was primarily as a result of  the
application of the proceeds from the Company's initial public offering in July
1996 and secondary  offering in November 1996, which were used to repay debt.

Provision for Income Taxes.  Income tax expense as a percent of pretax income
was approximately 39.5%  for the First Quarter 1998 compared to 39.0% for the
First Quarter 1997.  This increase relates to the  estimated mix of the
Company's pretax earnings between the U.S. 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 enable it to
meet demand for its  key products.  The Company anticipates that inventory
levels will continue to increase as the Company  expands its business and
implements its core inventory replenishment program.  Such inventory increases
 are expected to be financed by borrowings under the Company's credit
facility. The Company's credit  facility provides for borrowings up to $60.0
million under its revolving line of credit with actual  borrowings limited to
the lesser of $60.0 million or available collateral (approximately $58.0
million of  gross availability as of  March 31, 1998) and for borrowings of up
to $5.0 million under a term note for  capital expenditures which was fully
utilized as of March 31, 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 merchandise  inventories from foreign suppliers.  As of March 31,
1998, the Company had approximately $19.3 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 March 31,
1998.

The Company estimates that its capital expenditures in 1998 will be
approximately $17.0 to $20.0  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 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.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 
RISK 

Not applicable.


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 recently introduced TekwareTM 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 1996, the Company introduced  Tekware?, a line of
synthetic outdoor apparel.  The Company's limited experience in marketing
casual  apparel, limited distribution channels, and possible consumer
resistance to synthetic fabrics could result in  slow sales of Tekware?.  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.  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.

Year 2000 Compliance.  Many currently installed computer systems and software
products are coded to  accept only two digit entries in the date code field. 
These date code fields will need to accept four digit  entries to distinguish
21st century dates from  20th century dates.  As a result, in less than two
years,  computer systems and software used by many companies may need to be
upgraded to comply with such  "Year 2000" requirements.  Although the Company
has conducted an internal review of such matters and  believes that its
products and internal systems will be Year 2000 compliant, the Company
believes that 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.



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

                No reports on Form 8-K were filed by the Company during the
                three-month period ended March 31, 1998.

<PAGE>

                             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: May 15, 1998             By: /s/ William N. Simon
                                       --------------------------------
                                       William N. Simon
                                       Chief Executive Officer



     Dated: May 15, 1998             By:  /s/ Christopher F. Crawford
                                       --------------------------------
                                       Christopher F. Crawford
                                       Chief Financial Officer
                                       (Principal Financial and Accounting
                                       Officer of the Registrant)



<PAGE>


INDEX OF EXHIBITS


The following exhibits are included herein:

11.1  Computation of Net Income Per Share

27.1    Financial Data Schedule