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 September 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  November 10, 1998, was 12,489,710.            



<PAGE>
                      THE NORTH FACE, INC.

                      SEPTEMBER 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                         8

   Item 3 - Quantitative and Qualitative  Disclosures About
            Market Risk                                                15

PART II.        OTHER INFORMATION

   Item 1 - Legal Proceedings                                          15

   Item 4 - Submission of Matters to a Vote of Security Holders        15

   Item 6 - Exhibits and Reports on Form 8-K                           16



<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>
                                                      September 30, December 31,  September 30,
                                                      1998          1997          1997
                                                      ------------  ------------  ------------
<S>                                                   <C>           <C>           <C>
                             ASSETS
Current Assets:
Cash and cash equivalents.........................         $3,478        $4,511        $1,184
Trade accounts receivable, net....................        108,839        52,255        72,314
Other receivables.................................          6,311         6,112         6,147
Income tax receivable.............................            473         3,465             0
Advances to suppliers.............................            520           744             0
Inventories.......................................         53,133        44,697        42,253
Deferred taxes....................................          2,791         2,779             --
Other current assets..............................         10,861         4,390         6,367
                                                      ------------  ------------  ------------
  Total current assets............................        186,406       118,953       128,265

Property and equipment, net.......................         30,971        22,955        18,136
Trademarks and intangibles, net...................         36,889        29,066        29,271
Debt acquisition costs............................          1,495            27            53
Other assets......................................          4,674         3,279         2,272
                                                      ------------  ------------  ------------
  Total assets....................................       $260,435      $174,280      $177,997
                                                      ============  ============  ============

          LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable, accrued expenses, and other
  current liabilities.............................        $41,384       $34,102       $34,490
Short term borrowings and current portion of
  long-term debt and capital lease obligations....         64,995        25,734        33,139
                                                      ------------  ------------  ------------
  Total current liabilities.......................        106,379        59,836        67,629

Long-term debt and obligations under capital
  leases..........................................         12,952         5,177         4,976
Other long-term liabilities.......................          7,925         5,974         6,646
                                                      ------------  ------------  ------------
  Total liabilities...............................        127,256        70,987        79,251
                                                      ------------  ------------  ------------
Minority interest.................................          1,653             --            --

Stockholders' equity:
Common Stock, $.0025 par value - shares authorized
 50,000,000; 12,486,000 issued and outstanding at
 September 30, 1998; 11,502,000 at December 31,                31            29            29
Additional paid-in capital........................        100,933        81,727        79,578
Subscriptions receivable..........................              --          --            (15)
Retained earnings.................................         29,776        21,220        19,108
Accumulated other comprehensive income
  Translation adjustment..........................            786           317            33
                                                      ------------  ------------  ------------
  Total stockholders' equity......................        131,526       103,293        98,733
                                                      ------------  ------------  ------------
  Total liabilities and stockholders' equity......       $260,435      $174,280      $177,984
                                                      ============  ============  ============
</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      Nine Months Ended
                                          September 30,           September 30,
                                      ---------------------   -------------------
                                      1998       1997         1998      1997
                                      ---------- ----------   --------- ---------
<S>                                   <C>        <C>          <C>       <C>
Net Sales............................. $103,800    $87,007    $194,162  $157,436
Cost of Sales.........................   57,425     47,318     107,806    87,491
                                      ---------- ----------   --------- ---------
Gross Profit..........................   46,375     39,689      86,356    69,945

Operating Expenses....................   24,552     20,802      65,264    53,550
Relocation and Realignment Expenses...    2,215          --      2,215        --
Facility Closure Charge...............       --          --      1,620        --
                                      ---------- ----------   --------- ---------
Operating Income......................   19,608     18,887      17,257    16,395

Interest Expense......................   (1,825)      (910)     (3,347)   (1,330)
Other Income (Expense), net...........       12       (125)        232      (150)
                                      ---------- ----------   --------- ---------
Income Before Provision for 
  Income Taxes .......................   17,795     17,852      14,142    14,915

Provision for Income Taxes............    7,029      7,085       5,586     5,920
                                      ---------- ----------   --------- ---------
Net Income............................  $10,766    $10,767      $8,556    $8,995
                                      ========== ==========   ========= =========

Net Income Per Share:
     Basic............................    $0.86      $0.96       $0.71     $0.80
     Diluted..........................    $0.84      $0.92       $0.70     $0.77

Weighted Average Shares Outstanding:
     Basic............................   12,481     11,262      11,996    11,260
     Diluted..........................   12,752     11,708      12,263    11,667

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



                              THE NORTH FACE, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                    Nine Months Ended
                                                      September 30,
                                                 -----------------------
                                                 1998        1997
                                                 ----------  -----------
<S>                                              <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME.......................................   $8,556       $8,995
Adjustments to reconcile net income to cash
 used in operating activities:
  Depreciation and amortization..................    5,167        3,269
  Provision for doubtful accounts................      596          207
  Tax benefit of exercise of stock options.......    1,347        3,067
  Other..........................................      (57)          12
Changes in operating assets and liabilities (net of
  effects of acquisitions):
  Accounts receivable............................  (53,564)     (51,116)
  Inventories....................................   (5,443)     (10,778)
  Income tax receivable..........................    3,345            --
  Other assets...................................   (2,604)      (6,002)
  Accounts payable, accrued liabilities, and..........
    other liabilities............................    4,069       15,917
                                                 ----------  -----------
NET CASH USED IN OPERATING ACTIVITIES...           (38,588)     (36,429)
                                                 ----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid to acquire La Sportiva businesses,
  net of cash acquired...........................   (1,564)           --
Purchase of fixed assets.........................  (12,356)      (8,678)
Other............................................       41            --
                                                 ----------  -----------
NET CASH USED IN INVESTING ACTIVITIES............  (13,879)      (8,678)
                                                 ----------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on long-term debt.....................      112        6,706
Long-term debt repayments........................     (720)        (300)
Proceeds from revolver, net......................   38,238       31,479
Payment of debt acquisition costs................   (1,525)         (94)
Proceeds from issuance of stock..................   14,861          474
                                                 ----------  -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES...        50,966       38,265
                                                 ----------  -----------
Effect of foreign currency fluctuations on cash..      468         (289)
                                                 ----------  -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.   (1,033)      (7,131)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD...    4,511        8,315
                                                 ----------  -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD.........   $3,478       $1,184
                                                 ==========  ===========
CASH PAID TO ACQUIRE LA SPORTIVA BUSINESSES, 
  NET OF CASH ACQUIRED:
Purchase of working capital, less cash 
  acquired of $1,090.............................    ($992)           --
Purchase of property and equipment...............   (4,417)           --
Purchase of other long-term assets...............   (1,612)           --
Assumption of other long-term liabilities........    1,272            --
Assumption of long-term debt.....................    3,326            --
Excess purchase price over the fair value of
  net assets acquired............................   (8,609)           --
Minority interest portion of net assets acquired.    1,648            --
Non-cash consideration for acquisitions:
  Issuance of stock..............................    3,000            --
  Notes payable..................................    4,820            --
                                                 ----------  -----------
TOTAL CASH PAID TO ACQUIRE LA SPORTIVA BUSINESSES,
  NET OF CASH ACQUIRED...........................  ($1,564)           --
                                                 ==========  ===========
</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 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.
Accordingly, the interim unaudited financial statements  should be read in
conjunction with the 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").  Operating results for the  nine month period ended September 30, 1998
are not necessarily indicative of the results that may be  expected for the
fiscal year ending December 31, 1998. 

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 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  ("SFAS") 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 stockholders'
equity.  Accumulated other  comprehensive income consists entirely of foreign
currency translation adjustments.  Total  comprehensive income for the quarters
ended September 30, 1998 and 1997 was $11,235,000 and  $10,523,000,
respectively and $9,025,000 and $8,706,000 for the nine months ended September
30, 1998  and 1997, respectively.

        In June 1998, the Financial Accounting Standards Board issued SFAS No.
133 "Accounting for  Derivative Instruments and Hedging Activities".  SFAS No.
133 establishes accounting and reporting  standards for derivative instruments,
including certain derivative instruments embedded in other  contracts, and for
hedging activities.  The statement requires that an entity recognize all
derivatives as  either assets or liabilities in the statement of financial
position and measure those instruments at fair  value. This statement is
effective for fiscal years beginning after June 15, 1999 and is not to be
applied  retroactively to financial statements for prior periods. Management
does not expect that the adoption of  SFAS No. 133 will have a material effect
on the Company's financial statements. position and measure those instruments
at fair value. This statement is effective for fiscal years  beginning after
June 15, 1999 and is not to be applied retroactively to financial statements
for  prior periods. Management does not expect that the adoption of SFAS No.
133 will have a  material effect on the Company's financial statements.

NOTE 3.  RELOCATION AND REALIGNMENT EXPENSES

        During the quarter ended September 30, 1998 the Company recorded
expenses of $2,215,000, or  $.11 per share net of tax (basic and diluted),
related to (i) relocating a portion of its corporate  headquarters to
Carbondale, Colorado; (ii) establishing a Hong Kong operation to facilitate its
sourcing  of products in Asia; and (iii) the realignment of its San Leandro,
California facility.  The Company expects to spend another $3.8 to $4.8
million in operating expenses related to these efforts primarily over the next
18 months. 

NOTE 4.  FACILITY CLOSURE CHARGE 

During the nine months ended September 30, 1998 the Company recorded a charge
of  $1,620,000, or $.08 per share net of tax (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 5.  ACQUISITIONS

        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 approximately $6.3 million.  Of the $6.3 million purchase  price, the
Company paid $2.5 million in cash and will pay the balance of approximately
$3.8 million, in  either cash or in the Company's common stock, in two to five
years.  In a related transaction on July 2,  1998, the Company acquired 100% of
La Sportiva USA (the US distributor of footwear for La Sportiva S.r.L. in the
the United States, including trekking, mountaineering, and climbing footwear)
located in Boulder, Colorado, for a purchase price of approximately $3.0
million  which was paid in 133,335 shares of the Company's common stock.  An
additional $1.0 million in cash  will be paid over the next 5 years.  

The total purchase price of La Sportiva S.r.L. and La Sportiva USA exceeded the
fair value of  net assets acquired by approximately $8.6 million, which was
recorded as goodwill and is being  amortized on a straight line basis over 40
years.  The fair value of net assets acquired is based on  preliminary
estimates which are subject to change.  Both acquisitions were recorded under
the purchase  method of accounting and the Company has consolidated the results
of La Sportiva S.r.L. and La  Sportiva USA beginning on July 2, 1998.

NOTE 6.  STOCK OPTION REPRICING

        During the quarter ended September 30, 1998 options to purchase
1,750,650 shares of common  stock were repriced from a weighted average
exercise price of $19.688 to a weighted average exercise  price of $9.625 which
was equal to fair market value at the date of repricing.  Options issued to
certain of  the Company's Directors and Officers were not included in the
repricing.

NOTE 7.  NEW CREDIT FACILITY

        During the quarter ended September 30, 1998 the Company entered into a
new five year Global Senior Secured Revolving Credit Facility which provides
for borrowings up to $130 million with actual borrowings limited to available
collateral and also allows for up to $15 million in borrowings for capital
expenditures and certain other expenditures under a term note.  This facility
provides a sublimit facility for documentary letters of credit of up to $40
million. The credit facility includes certain financial covenants and 
restrictions on new indebtedness and the payment of cash dividends.  Loans
under this credit facility bear  interest at either (1) the "Prime Rate", which
is defined as the higher of (a) the base commercial lending  rate minus .5% or
(b) .5% above the Federal Funds Effective Rate plus the applicable margin, or
(2) the  "LIBO Rate" adjusted by the same applicable margin.

NOTE 8.  SUBSEQUENT EVENT

        In the Fourth Quarter 1998, the Company finalized a licensing and
royalty agreement to sell The  North Face products in China and Nepal. 


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 nine month periods  ended 
September 30, 1998 and 1997 are not necessarily indicative of future results to
be expected for the  full year.


<TABLE>
<CAPTION>
                                       Three Months Ended      Nine Months Ended
                                          September 30,           September 30,
                                      ---------------------   -------------------
                                      1998       1997         1998      1997
                                      ---------- ----------   --------- ---------
<S>                                   <C>        <C>          <C>       <C>
Net Sales.............................    100.0 %    100.0 %     100.0 %   100.0
Gross Profit..........................     44.7       45.6        44.5      44.4
Operating Expenses....................     23.7       23.9        33.6      34.0
Relocation and Realignment Expenses...      2.1        0.0         1.1       0.0
Facility Closure Charge...............      0.0        0.0         0.8       0.0
OperatingIncome.......................     18.9       21.7         8.9      10.4
Interest Expense......................      1.8        1.0         1.7       0.8
Income Before Provision for 
  Income Taxes .......................     17.1       20.5         7.3       9.5
Provision for Income Taxes............     39.5       39.7        39.5      39.7
Net Income............................     10.4       12.4         4.4       5.7
</TABLE> 


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

Net Sales.  Net sales increased by 19% to $103.8 million from $87.0 million for
the three months ended  September 30, 1998 (the "Third Quarter 1998") over the
three months ended September 30, 1997 (the  "Third Quarter 1997").

Net sales to wholesale customers including international sales increased by
16.2% to $90.8 million from $78.1 million for the  Third Quarter 1998 compared
to the Third Quarter 1997.  This increase was primarily a result of (i)
continued strong  sales of existing products, (ii) increased sales through the
Summit Shop program, and (iii) the inclusion of La Sportiva revenue.

Retail sales in the U.S. and Canada increased by 46.3% to $13.0 million from
$8.9 million for  the Third Quarter 1998 compared to the Third Quarter 1997.
These increases are due primarily to three  new outlet stores opened during the
Third Quarter 1998.  On a comparable store basis, retail sales  increased by
20.6% (approximately 13% for retail stores and 35% for outlets).  These
increases are  primarily the result of a successful sale held at the retail
stores in August and at the outlets in September,  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 Third Quarter
1998 was 44.7% or $46.7  million, compared to 45.6% or $39.7 million for the
Third Quarter 1997.  The decrease in gross margin  was primarily attributable
to lower revenue and earnings from the Asian market. Additionally, the gross 
margins of the La Sportiva business are lower than the margins on the Company's
other products.

Operating Expenses.  Operating expenses, which include selling, marketing, and
general administrative  expenses, excluding relocation and realignment
expenses, increased by 18.0% to $24.6  million from $20.8 million for
the Third Quarter 1998 compared to the Third Quarter 1997.  The increase  of
$3.8 million is primarily due to increases in variable and fixed costs to
support the growth of the  Company's business.  However, operating expenses,
excluding relocation and realignment expenses, as a percentage of
net sales declined from 23.9% to 23.7%, reflecting the Company's improved 
operating expense leverage.

Relocation and Realignment Expenses .  During the Third Quarter
1998, the Company  recorded expenses of $2.2 million related to relocating a
portion of its corporate headquarters to  Carbondale, Colorado, establishing a
Hong Kong operation to facilitate its sourcing of products in Asia,  and the
realignment of its San Leandro, California facility.

Interest Expense.  Interest expense for the Third Quarter 1998 increased to
$1.8 million from $0.9  million for the Third Quarter 1997.  The increase is a
result of (i) carrying higher levels of debt to support growth in net working
capital and (ii) the addition of interest expense from La Sportiva USA and La
Sportiva S.r.L.  

Provision for Income Taxes.  Income taxes as a percent of pretax income was
approximately 39.5% for  the Third Quarter 1998 compared to 39.7% for the Third
Quarter 1997.  This fluctuation relates to the  estimated mix of the Company's
pretax earnings in the U.S., Canada, Italy, and the United Kingdom,  which have
different tax rates.

Nine Months Ended September 30, 1998 Compared to Nine Months Ended September
30, 1997

Net Sales.  Net sales increased by 23.3% to $194.2 million from $157.4 million
for the nine months  ended September 30, 1998 (the "First Nine Months 1998")
compared to the nine months ended  September 30, 1997 (the "First Nine Months
1997").

        Net sales to wholesale customers including international sales
increased by 23.4% to $166.7 million from $135.0 million for  the First Nine
Months 1998 compared to the First Nine 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 U.S. and Canada increased by 22.6% to $27.5 million from
$22.4 million for  the First Nine Months 1998 compared to First Nine Months
1997.  This increase is due primarily to three  new outlet stores opened during
the Third Quarter 1998 and increases in comparative store sales.  On a
comparable store basis, retail sales  increased by 9.5% (approximately 5.7% for
retail stores and 16.3% for outlets).  This increase is due to a  successful
sale held at the retail stores in August, 1998 and at the outlets in May and
September, 1998, 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 First Nine
Months 1998 was 44.5% or  $86.4 million compared to 44.4% or $69.9 million for
the First Nine Months 1997.  The margins are  comparable due to slightly higher
gross margins from core business, offset by lower revenue and earnings from
the Asian market.

Operating Expenses.  Operating expenses, which include selling, marketing, and
general and  administrative expenses, excluding a charge for facility closure
and relocation and realignment expenses, increased by 21.9% to $65.3 million
from $53.6 million for the First Nine Months  1998 compared to the First Nine
Months 1997.  The increase is primarily due to increases in variable and  fixed
costs to support the growth of the Company's business.  However, operating
expenses, excluding a  charge for facility closure and relocation and
realignment expenses, as a percentage of net sales declined from 34.0% to
33.6%, reflecting the Company's improved operating expense leverage.

Relocation and Realignment Expenses.  During the First Nine Months
1998, the Company  recorded expenses of $2.2 million related to relocating a
portion of its corporate headquarters to  Carbondale, Colorado, establishing a
Hong Kong operation to facilitate its sourcing of products in Asia,  and the
realignment of its San Leandro, California facility.

Facility Closure Charge.  During the First Nine Months 1998, the Company
recorded a 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 $3.3 million from $1.3 million
for the First Nine Months  1998 compared to the First Nine Months 1997.  This
increase is 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.  In 1998, the Company carried higher levels of
debt to accommodate growth in net working capital.

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


LIQUIDITY AND CAPITAL RESOURCES

The Company has a newly acquired long-term credit facility, which provides for
borrowings up to $130.0 million with actual borrowings limited to available
collateral (approximately $85.7 million of gross availability as of September
30, 1998).  This facility provides a sublimit facility for documentary letters
of credit of up to $40.0 million.  The Company uses this sublimit feature of
the facility to finance its foreign purchasing of merchandise inventories.  As
of September 30, 1998, the Company had approximately $62.6 million in revolver
borrowings and $7.0 million in letters of credit outstanding under this
facility.

The Company's long-term credit facility also allows for up to $15.0 million in
borrowings for  capital expenditures under a term note. As of September 30,
1998,  $5.0 million was outstanding under such note.

The Company's long-term credit facility includes certain financial covenants
and restrictions on  new indebtedness and the payment of cash dividends.  The
Company is in compliance with these  covenants as of September 30, 1998.

During the nine months ended September 30, 1998, the primary uses of cash have
been to  purchase merchandise inventories, finance growth of the Company's
accounts receivable, upgrade the Company's data processing systems, expand the
U.S. corporate headquarters, and finance openings of summit shops and new
outlet stores. 

In May, 1998 the Company received $14.0 million resulting from the sale and
issuance of  665,060 shares of the Company's common stock to the Company's
President and Chief Executive Officer.

The Company expects to make capital expenditures 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 and manufacturing facilities in  Hong Kong,
the expansion of its European sales and marketing operations, the remodeling
of existing retail stores, and the opening of new outlet 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,
of all systems, excluding European systems,  by the end of 1998 and plans to
complete the modifications and upgrades, including testing, of European 
systems by April 1999.  Through September 30, 1998, the Company had spent
$62,000 related to the  Year 2000 issues.  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 / Relocation  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.  In addition, in
August, 1998, the Company relocated a  portion of its headquarters to
Carbondale, Colorado.  The Company has recorded relocation and realignment
expenses of $2.2 million for relocation and certain other activities.  There
can be no assurance that the relocation will not cause the incurrance of
additional expenses.  Furthermore, there  can be no assurance that such
relocation and certain other activities will be fully implemented without 
adversely affecting the Company's business or operations.

Wholesale Strategy.  The Company's wholesale customers consist primarily 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. 

International Operations.  The Company's business is subject to the risks
generally associated with  doing business abroad.  In particular, a decrease in
sales in Asia has recently impacted the Company's gross margins.  There can be
no assurance that sales in Asia will not continue to decline, further eroding 
the Company's gross margins.  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.  In addition,
in the Fourth  Quarter 1998, the Company finalized a licensing and royalty
agreement to sell the Company's products  in China and Nepal.  Given the
prolonged economic uncertainties in China, Nepal and elsewhere throughout Asia,
it is possible that orders for the Company's products could be reduced, delayed
or terminated.

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 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 materials 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.

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. 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 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,
of all systems, excluding European systems,  by the end of 1998 and plans to
complete the modifications and upgrades, including testing, of European 
systems by April 1999.  Through September 30, 1998, the Company had spent
$62,000 related to the  Year 2000 issues.  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.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 
RISK 

Not applicable.


PART II.   OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

        None material.

ITEM 5. OTHER INFORMATION

Pursuant to Rule 14a-4(c)(1) under the Securities Exchange Act of 1934, the
proxies provided to  management shall confer on management discretionary
authority to vote with respect to any non  Rule 14a-8 stockholder proposals
raised at the Company's annual meeting of stockholders,  without any discussion
of the matter in the proxy statement, unless a stockholder has notified the 
Company of such a proposal at least 45 days prior to the month and day on which
the Company  mailed its prior year's proxy statement.  Since the Company mailed
its proxy statement for the  1998 annual meeting of stockholders on March 9,
1998, the deadline for receipt of any such stockholder proposal for the 1999
annual meeting of stockholders is February 23, 1999.

The Company has a newly acquired long-term credit facility, which provides for
borrowings up to $130.0 million with actual borrowings limited to available
collateral (approximately  $85.7 million of gross availability as of September
30, 1998).  This facility provides a sublimit facility for documentary letters
of credit of up to $40.0 million.  The Company uses this sublimit feature of
the facility to finance its foreign purchasing of merchandise inventories.  As
of September 30, 1998, the Company had approximately $62.6 million in revolver
borrowings and $7.0 million in letters of credit outstanding under this
facility.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

(10.1) Loan Agreement dated as of September 2, 1998 (the "Loan Agreement")
between The North  Face, Inc., The North Face (Europe) Limited and The North
Face, Hong  Kong, Limited as Borrowers, The Industrial Bank of Japan, Limited, 
New York Branch and IBJ Schroder Business Credit Corporation as  Arrangers, The
Industrial Bank of Japan, Limited, New York Branch  as  Syndication Agent,
Documentation Agent and as a Lender, IBJ Schroder  Business Credit Corporation
as Administrative Agent, Collateral Agent  and as a Lender, and Certain
Financial Institutions.

(10.2) Amendment agreement, dated as of September 11, 1998 to the Loan
Agreement. 

(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 realign 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.  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.

Form 8-K/A dated July 20, 1998 was filed on July 21, 1998 amending the Form 
8-K of the Company filed on July 7, 1998 by including a Form of Letter to 
Stockholders with respect to the adoption of the Stockholders' Rights Plan in
the  Exhibits thereto.


                        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: November 13, 1998 By:   /s/ James G. Fifield        
                                    James G. Fifield
                                    Chief Executive Officer



    Dated:  November 13, 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:

10.1  Loan Agreement dated as of September 2, 1998 (the "Loan Agreement")
between The North  Face, Inc., The North Face (Europe) Limited and The North
Face, Hong  Kong, Limited as Borrowers, The Industrial Bank of Japan, Limited, 
New York Branch and IBJ Schroder Business Credit Corporation as  Arrangers, The
Industrial Bank of Japan, Limited, New York Branch  as  Syndication Agent,
Documentation Agent and as a Lender, IBJ Schroder  Business Credit Corporation
as Administrative Agent, Collateral Agent  and as a Lender, and Certain
Financial Institutions.

10.2  Amendment agreement, dated as of September 11, 1998 to the Loan
Agreement. 

11.1  Computation of Net Income Per Share

27.1  Financial Data Schedule