As filed with the Securities and Exchange Commission on July 13, 2000.
                                                  Registration No. 333-
__________

                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549



                               FORM S-8
                        REGISTRATION STATEMENT
                   UNDER THE SECURITIES ACT OF 1933



                        HAROLD'S STORES, INC.
           (Name of registrant as specified in its charter)

   Oklahoma                765 Asp Street              73-1308796
(State or jurisdiction ofNorman, Oklahoma 73069     (I.R.S. Employer
incorporation or organization)(405) 329-4045      Identification No.)
       (Address, including zip code, and telephone number, including
       area code, of registrant's Principal Executive Offices)




              1993 PERFORMANCE AND EQUITY INCENTIVE PLAN
                       (Full title of the plan)

                            Jodi L. Taylor
                            765 Asp Street
                        Norman, Oklahoma 73069
                            (405) 329-4045
 (Name, address, including zip code, and telephone number, including
                   area code, of agent for service)

                               Copy to:
                      J. Bradford Hammond, Esq.
             Crowe & Dunlevy, A Professional Corporation
                         500 Kennedy Building
                           321 South Boston
                      Tulsa, Oklahoma 74103-3133
                            (918) 592-9800


                   CALCULATION OF REGISTRATION FEE
                                       Proposed
                                       Maximum     Proposed
                                       Offering    Maximum
                          Amount to     Price      Aggregate    Amount of
 Title of Securities to      Be          Per       Offering   Registration
     be Registered       Registered    Share(1)    Price(1)       Fee

Common Stock, par value
$0.01 per share           2,000,000     $3.00     $6,000,000    $1,584.00

(1)Estimated in accordance with Rule 457(h) solely for the purpose  of
   calculating the registration fee based on the average of  the  high
   and  low  sales  prices  of the Common Stock  as  reported  on  the
   American Stock Exchange on July 11, 2000.


    The contents of the Registrant's Registration Statement on Form S-8 (File
No. 33-68604) and Registration Statement on Form S-8 (File No. 33-63773),
relating to the Registrant's 1993 Performance and Equity Incentive Plan
(the "Plan"), are incorporated herein by reference.  On June 22, 2000, the
shareholders of the Registrant approved the amendment of the Plan to
increase the number of shares of Common Stock issuable pursuant to the Plan
to a total of 3,000,000 shares.  This Registration Statement has been filed
in accordance with General Instruction E to Form S-8 for the purpose of
registering the offer and sale of 2,000,000 additional shares of Common
Stock that may be issued or sold by the Registrant in connection with the
Plan.

   For  a  list  of  exhibits filed as part of this  Registration
Statement, see the Exhibit Index hereto.

                           SIGNATURES

   Pursuant  to the requirements of the Securities Act  of  1933,
the  Registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this Registration Statement to be signed
on  its  behalf by the undersigned, thereunto duly authorized  in
the City of Norman, State of Oklahoma on July 13, 2000.

                              HAROLD'S STORES, INC.

                              By:    /s/ JODI L. TAYLOR
                                   Jodi L. Taylor
                                   Chief Financial Officer

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration  Statement has been signed  by  the  following
persons in the capacities and on the dates indicated.


        Name                 Position               Date

/s/ HAROLD G. POWELL   Chairman Emeritus         July 13, 2000
Harold G. Powell

/s/ REBECCA POWELL     Chairman of the           July 13, 2000
CASEY                  Board of Directors
Rebecca Powell Casey   and Chief Executive
                       Officer (Principal
                       Executive Officer)

/s/ H. RAINEY POWELL   President, Chief          July 13, 2000
H. Rainey Powell       Operating Officer
                       and Director

/s/ JODI L. TAYLOR     Chief Financial Officer   July 13, 2000
Jodi L. Taylor         (Principal Financial
                       and Accounting Officer)

/s/ ROBERT L.          Director                  July 13, 2000
ANDERSON
Robert L. Anderson

/s/ MICHAEL T. CASEY   Director                  July 13, 2000
Michael T. Casey

/s/ ROBERT B. CULLUM,  Director                  July 13, 2000
JR.
Robert B. Cullum, Jr.

/s/ MARGARET A.        Director                  July 13, 2000
GILLIAM
Margaret A. Gilliam

/s/ W. HOWARD LESTER   Director                  July 13, 2000
W. Howard Lester

/s/ LEONARD M. SNYDER  Director                  July 13, 2000
Leonard M. Snyder

/s/ WILLIAM F.         Director                  July 13, 2000
WEITZEL, PH.D
William F. Weitzel,
Ph.D.




                       INDEX TO EXHIBITS


Exhibit
  No.                   Description


   5.1         Opinion  of Crowe & Dunlevy, A Professional Corporation
               on legality of securities.

  23.1         Consent of Arthur Andersen LLP.

  23.2         Consent of KPMG LLP.

  23.3         Consent of Crowe & Dunlevy, A Professional Corporation
               (included in Exhibit 5.1).

























                          EXHIBIT 5.1





                         July 11, 2000

Harold's Stores, Inc.
765 Asp Street
Norman, Oklahoma 73069

           Re:Harold's  Stores, Inc. - Registration Statement  on
               Form  S-8 Relating to 2,000,000 Additional  Shares
               of  Common  Stock  in  Connection  with  the  1993
               Performance and Equity Incentive Plan

Ladies and Gentlemen:

    The  Board  of  Directors of the Harold's Stores,  Inc.  (the
"Company")  authorized and on June 22, 2000 the  shareholders  of
the   Company  approved  the  amendment  of  the  Company's  1993
Performance and Equity Incentive Plan (the "Plan"), in  part,  to
increase  the number of shares of common stock, $0.01  par  value
per  share ("Common Stock"), of the Company issuable pursuant  to
the  Plan  to  a  total of 3,000,000 shares, for an  increase  of
2,000,000  shares (the "Additional Shares") from  the  previously
authorized  amount  (without  giving  effect  to  adjustments  in
connection with prior stock dividends).

    You  have  requested our advice with respect to the  legality
of  the Additional Shares issuable upon exercise of options  that
may be granted pursuant to the Plan.

    We  have  examined, and are familiar with, the  originals  or
copies,  the authenticity of which have been established  to  our
satisfaction,  of  all documents and other  instruments  we  have
deemed  necessary to express the opinions hereinafter set  forth.
We  have  assumed the accuracy and completeness of such documents
and instruments and of the information contained therein.

    Based  on the foregoing, and upon consideration of applicable
law,  it  is our opinion that the Additional Shares that  may  be
issued  pursuant  to  the Plan will, upon  payment  therefor  and
delivery thereof in accordance with the Plan, be validly  issued,
fully paid and non-assessable.

    We  hereby  consent to the use of this opinion as an  exhibit
to the above-captioned Registration Statement.


                              Respectfully submitted,

                              CROWE & DUNLEVY
                              A PROFESSIONAL CORPORATION


                              By: /s/ J. Bradford Hammond
                                     J. Bradford Hammond






















                          EXHIBIT 23.1
           CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


    As  independent public accountants, we hereby consent to  the
incorporation by reference in this registration statement of  our
reports  dated  March 13, 2000, included in and  incorporated  by
reference  in  Harold's Stores, Inc. Form 10-K for  the  52  week
period ending January 29, 2000.


ARTHUR ANDERSEN LLP


Oklahoma City, Oklahoma
   July 11, 2000





















                          EXHIBIT 23.2

                 INDEPENDENT AUDITORS' CONSENT


    We  hereby consent to the incorporation by reference in  this
Registration  Statement on Form S-8 of Harold's Stores,  Inc.  of
our  reports  dated March 15, 1999, relating to the  consolidated
balance  sheet  of Harold's Stores, Inc. and subsidiaries  as  of
January  30,  1999  and  the related consolidated  statements  of
operations, stockholders' equity and cash flows, and the  related
financial  statement  schedule for  the  52  week  periods  ended
January  30, 1999 and January 31, 1998, which reports  appear  in
the  Annual Report on Form 10-K of Harold's Stores, Inc. for  the
fiscal year ended January 29, 2000.



KPMG LLP


Oklahoma City, Oklahoma
July 11, 2000
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{"company-data": {"conformed-name": "HAROLDS STORES INC", "cik": "0000818682", "assigned-sic": "5651", "irs-number": "731308796", "state-of-incorporation": "OK", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41336", "film-number": "672343"}, "business-address": {"street1": "765 ASP", "city": "NORMAN", "state": "OK", "zip": "73069", "phone": "4053294045"}, "mail-address": {"street1": "765 ASP", "city": "NORMAN", "state": "OK", "zip": "73069"}}
As filed with the Securities and Exchange Commission on July 13, 2000.
                                                  Registration No. 333-
__________

                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM S-8
                        REGISTRATION STATEMENT
                   UNDER THE SECURITIES ACT OF 1933

                        HAROLD'S STORES, INC.
           (Name of registrant as specified in its charter)

   Oklahoma                765 Asp Street              73-1308796
(State or jurisdiction ofNorman, Oklahoma 73069     (I.R.S. Employer
incorporation or organization)(405) 329-4045      Identification No.)
       (Address, including zip code, and telephone number, including
       area code, of registrant's Principal Executive Offices)

              1993 PERFORMANCE AND EQUITY INCENTIVE PLAN
                       (Full title of the plan)

                            Jodi L. Taylor
                            765 Asp Street
                        Norman, Oklahoma 73069
                            (405) 329-4045
 (Name, address, including zip code, and telephone number, including
                   area code, of agent for service)

                               Copy to:
                      J. Bradford Hammond, Esq.
             Crowe & Dunlevy, A Professional Corporation
                         500 Kennedy Building
                           321 South Boston
                      Tulsa, Oklahoma 74103-3133
                            (918) 592-9800

                   CALCULATION OF REGISTRATION FEE
                                       Proposed
                                       Maximum     Proposed
                                       Offering    Maximum
                          Amount to     Price      Aggregate    Amount of
 Title of Securities to      Be          Per       Offering   Registration
     be Registered       Registered    Share(1)    Price(1)       Fee

Common Stock, par value
$0.01 per share           2,000,000     $3.00     $6,000,000    $1,584.00

(1)Estimated in accordance with Rule 457(h) solely for the purpose  of
   calculating the registration fee based on the average of  the  high
   and  low  sales  prices  of the Common Stock  as  reported  on  the
   American Stock Exchange on July 11, 2000.

    The contents of the Registrant's Registration Statement on Form S-8 (File
No. 33-68604) and Registration Statement on Form S-8 (File No. 33-63773),
relating to the Registrant's 1993 Performance and Equity Incentive Plan
(the "Plan"), are incorporated herein by reference.  On June 22, 2000, the
shareholders of the Registrant approved the amendment of the Plan to
increase the number of shares of Common Stock issuable pursuant to the Plan
to a total of 3,000,000 shares.  This Registration Statement has been filed
in accordance with General Instruction E to Form S-8 for the purpose of
registering the offer and sale of 2,000,000 additional shares of Common
Stock that may be issued or sold by the Registrant in connection with the
Plan.

   For  a  list  of  exhibits filed as part of this  Registration
Statement, see the Exhibit Index hereto.

                           SIGNATURES

   Pursuant  to the requirements of the Securities Act  of  1933,
the  Registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this Registration Statement to be signed
on  its  behalf by the undersigned, thereunto duly authorized  in
the City of Norman, State of Oklahoma on July 13, 2000.

                              HAROLD'S STORES, INC.

                              By:    /s/ JODI L. TAYLOR
                                   Jodi L. Taylor
                                   Chief Financial Officer

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration  Statement has been signed  by  the  following
persons in the capacities and on the dates indicated.

        Name                 Position               Date

/s/ HAROLD G. POWELL   Chairman Emeritus         July 13, 2000
Harold G. Powell

/s/ REBECCA POWELL     Chairman of the           July 13, 2000
CASEY                  Board of Directors
Rebecca Powell Casey   and Chief Executive
                       Officer (Principal
                       Executive Officer)

/s/ H. RAINEY POWELL   President, Chief          July 13, 2000
H. Rainey Powell       Operating Officer
                       and Director

/s/ JODI L. TAYLOR     Chief Financial Officer   July 13, 2000
Jodi L. Taylor         (Principal Financial
                       and Accounting Officer)

/s/ ROBERT L.          Director                  July 13, 2000
ANDERSON
Robert L. Anderson

/s/ MICHAEL T. CASEY   Director                  July 13, 2000
Michael T. Casey

/s/ ROBERT B. CULLUM,  Director                  July 13, 2000
JR.
Robert B. Cullum, Jr.

/s/ MARGARET A.        Director                  July 13, 2000
GILLIAM
Margaret A. Gilliam

/s/ W. HOWARD LESTER   Director                  July 13, 2000
W. Howard Lester

/s/ LEONARD M. SNYDER  Director                  July 13, 2000
Leonard M. Snyder

/s/ WILLIAM F.         Director                  July 13, 2000
WEITZEL, PH.D
William F. Weitzel,
Ph.D.

                       INDEX TO EXHIBITS

Exhibit
  No.                   Description

   5.1         Opinion  of Crowe & Dunlevy, A Professional Corporation
               on legality of securities.

  23.1         Consent of Arthur Andersen LLP.

  23.2         Consent of KPMG LLP.

  23.3         Consent of Crowe & Dunlevy, A Professional Corporation
               (included in Exhibit 5.1).

                          EXHIBIT 5.1

                         July 11, 2000

Harold's Stores, Inc.
765 Asp Street
Norman, Oklahoma 73069

           Re:Harold's  Stores, Inc. - Registration Statement  on
               Form  S-8 Relating to 2,000,000 Additional  Shares
               of  Common  Stock  in  Connection  with  the  1993
               Performance and Equity Incentive Plan

Ladies and Gentlemen:

    The  Board  of  Directors of the Harold's Stores,  Inc.  (the
"Company")  authorized and on June 22, 2000 the  shareholders  of
the   Company  approved  the  amendment  of  the  Company's  1993
Performance and Equity Incentive Plan (the "Plan"), in  part,  to
increase  the number of shares of common stock, $0.01  par  value
per  share ("Common Stock"), of the Company issuable pursuant  to
the  Plan  to  a  total of 3,000,000 shares, for an  increase  of
2,000,000  shares (the "Additional Shares") from  the  previously
authorized  amount  (without  giving  effect  to  adjustments  in
connection with prior stock dividends).

    You  have  requested our advice with respect to the  legality
of  the Additional Shares issuable upon exercise of options  that
may be granted pursuant to the Plan.

    We  have  examined, and are familiar with, the  originals  or
copies,  the authenticity of which have been established  to  our
satisfaction,  of  all documents and other  instruments  we  have
deemed  necessary to express the opinions hereinafter set  forth.
We  have  assumed the accuracy and completeness of such documents
and instruments and of the information contained therein.

    Based  on the foregoing, and upon consideration of applicable
law,  it  is our opinion that the Additional Shares that  may  be
issued  pursuant  to  the Plan will, upon  payment  therefor  and
delivery thereof in accordance with the Plan, be validly  issued,
fully paid and non-assessable.

    We  hereby  consent to the use of this opinion as an  exhibit
to the above-captioned Registration Statement.

                              Respectfully submitted,

                              CROWE & DUNLEVY
                              A PROFESSIONAL CORPORATION

                              By: /s/ J. Bradford Hammond
                                     J. Bradford Hammond

                          EXHIBIT 23.1
           CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    As  independent public accountants, we hereby consent to  the
incorporation by reference in this registration statement of  our
reports  dated  March 13, 2000, included in and  incorporated  by
reference  in  Harold's Stores, Inc. Form 10-K for  the  52  week
period ending January 29, 2000.

ARTHUR ANDERSEN LLP

Oklahoma City, Oklahoma
   July 11, 2000

                          EXHIBIT 23.2

                 INDEPENDENT AUDITORS' CONSENT

    We  hereby consent to the incorporation by reference in  this
Registration  Statement on Form S-8 of Harold's Stores,  Inc.  of
our  reports  dated March 15, 1999, relating to the  consolidated
balance  sheet  of Harold's Stores, Inc. and subsidiaries  as  of
January  30,  1999  and  the related consolidated  statements  of
operations, stockholders' equity and cash flows, and the  related
financial  statement  schedule for  the  52  week  periods  ended
January  30, 1999 and January 31, 1998, which reports  appear  in
the  Annual Report on Form 10-K of Harold's Stores, Inc. for  the
fiscal year ended January 29, 2000.

KPMG LLP

Oklahoma City, Oklahoma
July 11, 2000