Mail Stop 3561
							July 7, 2005


Ms. Jodi L. Taylor
Chief Financial Officer
Harold`s Stores, Inc.
765 Asp Avenue
Norman, Oklahoma 73069

		RE:	Harold`s Stores, Inc.
			Form 10-K for Fiscal Year Ended January 29, 2005
			Form 10-Q for Quarterly Period Ended April 30, 2005
			File No. 001-10892

Dear Ms. Taylor:

	We have reviewed your filing and have the following comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures in future filings in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for Fiscal Year Ended January 29, 2005

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

Results of Operations

1. In future filings please disclose how you calculate the change
in
comparable store sales from period to period, including how you
treat
stores that were closed, renovated, or relocated during the
period.

2. Please revise future filings to discuss the material changes in
depreciation and amortization expense from period to period.  In
this
regard, we note that the decrease in depreciation and amortization
expense in fiscal 2004 compared to fiscal 2003 was particularly
significant, yet there is no discussion of the reasons for the
decrease.  Show us how the revised disclosure will read for fiscal
2004 compared to fiscal 2003.  Please also supplement the
discussion
of your historical results with a discussion of whether this and
other changes in your operating results represent trends expected
to
continue into the future.  Refer to SEC Release No. 33-8350 and
Item
303(a) of Regulation S-K.

Cash Flows

3. Please ensure your discussion and analysis of cash flows is not
merely a recitation of changes evident from the financial
statements.
For example, you explain that the significant increase in cash
flow
provided by operating activities in fiscal 2004 is primarily
attributed to a $5.8 million improvement in net income offset by a
$5.3 million net increase in inventories.  In future filings
please
provide analysis explaining the underlying reasons for
fluctuations
in your inventory and other working capital accounts.  Refer to
SEC
Release No. 33-8350.

Liquidity

4. Please refer to Item 10(e) of Regulation S-K as well as our
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures (available on our website at www.sec.gov) and provide us
in
detail your justification for presenting in footnote (1) to the
table
various measures of your liquidity as if your line of credit was
classified as long-term.  We believe each of these measures
represents a non-GAAP measure since under GAAP your line of credit
is
required to be classified as a current liability.  If you believe
you
are permitted to include these measures in future filings, please
show us how you plan to revise your disclosures to comply with all
of
the disclosure requirements in Item 10(e) with respect to your
presentation of such non-GAAP measures.

5. Similar to the preceding comment, and in view of the rules
related
to non-GAAP measures, please tell us in detail why you believe it
is
appropriate to present your ratio of long-term debt to
stockholders`
equity as if your redeemable preferred stock represents permanent
stockholders` equity, when under GAAP, such preferred stock is
required to be classified outside of permanent stockholders`
equity.
If you intend to present this measure in future filings, and you
believe you are permitted to do so under Item 10(e), please show
us
how you plan to revise your disclosures in future filings to
comply
with Item 10(e).

Item 9A. Controls and Procedures

6. Disclosure controls and procedures are defined in Rules 13a-
15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, not Rule
13a-14(c).  Please update your rule reference accordingly in
future
filings.

7. Please revise your future disclosures regarding your principal
executive and financial officers` conclusion as to the
effectiveness
of your disclosure controls and procedures to ensure it
encompasses
the entire definition of disclosure controls and procedures in
Exchange Act Rules 13a-15(e) and 15d-15(e).  Your current
disclosure
does not achieve this objective.  Also confirm to us that your
disclosures regarding the effectiveness of your disclosure
controls
and procedures are still accurate considering the entire
definition
of disclosure controls and procedures, or otherwise amend this
Form
10-K and/or your April 30, 2005 Form 10-Q accordingly.

8. Please confirm to us that there was not any change in your
internal control over financial reporting that occurred during the
fourth quarter of 2004 or the first quarter of 2005 that
materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting.  Though Item 308(c) of
Regulation
S-K does not require you to state this information affirmatively
in
your periodic filings, we note that it is common practice among
other
registrants to provide disclosure to this effect.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

General

9. In future filings please further disclose the types of expenses
that you include in the cost of goods sold line item and the types
of
expenses that you include within selling, general and
administrative
expenses.  In doing so, please disclose specifically whether you
include inbound freight charges, purchasing and receiving costs,
inspection costs, warehousing costs, internal transfer costs and
the
other costs of your distribution network in cost of goods sold.
If
you currently exclude a significant portion of these costs from
cost
of goods sold, please provide cautionary disclosure in MD&A that
your
gross margins may not be comparable to others, since some entities
include all of the costs related to their distribution network in
cost of goods sold and others exclude a portion of them from gross
margin, including them instead in operating expense line items.
To
the extent the excluded costs are material to your operating
results,
quantify these amounts in MD&A.  If you determine that these
amounts
are immaterial for disclosure, please provide us with your
qualitative and quantitative assessment of materiality for all
periods presented.

Schedule II Valuation Accounts

10. Please revise in future filings to also include the activity
in
your allowance for sales returns.  Show us what the revised
disclosure would look like for the historical periods presented.

	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your responses to our comments and provides any
requested
information.  Please understand that we may have additional
comments
after reviewing your responses to our comments.  Please file your
response letter on EDGAR as a correspondence file.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

       In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

	If you have any questions regarding these comments, please
direct them to Adam Phippen, Staff Accountant, at (202) 551-3336.
In
his absence, direct your questions to Robyn Manuel at (202) 551-
3823.
Any other questions may be directed to me at (202) 551-3843.

								Sincerely,



								George F. Ohsiek, Jr.
								Branch Chief

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Ms. Jodi L. Taylor
Harold's Stores, Inc.
July 7, 2005
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