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4

August 3, 2005

Mr. Adam Phippen
Staff Accountant
450 Fifth Street, N.W.
Securities and Exchange Commission
Washington, D.C.  20549

Dear Mr. Phippen:

We received your letter dated July 7, 2005 which
contained various comments related to our Form 10-K
filed for the period ended January 29, 2005 and our Form
10-Q filed for the quarterly period ended April 30,
2005.  We have repeated your comments, noted our
responses to your comments and have included them below.
We believe that our responses adequately address your
concerns about the filings which you inquired and agree
with the letter that, where requested disclosures should
be revised in future filings in response to these
comments.

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.   Comment:  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.
       Company Response:  In future filings, we will
       disclose how we calculate the change in
       comparable store sales from period to period.
       Specifically, we plan to incorporate the
       following language:  The company considers a
       store `comparable' if it has been open for 12
       full months and has not changed its square
       footage by more than 20%.  Closed and relocated
       stores are excluded from the `comparable'
       calculation beginning in the month in which the
       store is closed or relocated.  Renovated stores
       are considered `comparable' as long as the store
       square footage does not change by more than 20%.
     2.   Comment:  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.
       Company Response:  In future filings, we will
       explain the reasons for any material changes in
       depreciation and amortization.  For the 2003 and
       2004 periods, our disclosure will be
       substantially as follows:  "The decrease in
       depreciation and amortization from 2003 to 2004
       can be attributed to significant equipment and
       software becoming fully depreciated by the end of
       2003.  Such equipment primarily includes the
       majority of equipment utilized to operate our
       distribution center.  Additionally, during 2002
       and 2003 the company closed a total of nine store
       locations.  There was no depreciation at all for
       these closed store locations in 2004.  Since the
       company has not been in an expansion mode for
       several years and does not currently anticipate
       in the foreseeable future to have any significant
       store openings or closings, we would expect our
       depreciation in 2005 and beyond to be more
       consistent with the level incurred in 2004."  We
       will also note our expectations for any other
       trends in operating results.

     Cash Flows
     3.   Comment:  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 $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.
       Company Response:  In future filings we will
       explain the underlying reasons for fluctuations
       in inventory and other working capital accounts
       as needed if the fluctuations are material.

     Liquidity
     4.   Comment:  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 currently 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.
       Company Response:  Our disclosures in our 10-Q
       for the period ended April 30, 2005 were enhanced
       from those within the 10-K for the period ended
       January 29, 2005.  We believe that this
       additional language, combined with some
       additional information within the table to more
       clearly reconcile the ratios will address your
       concerns.  Attached as Exhibit A is the table
       from our 10-K and 10-Q, revised to show how our
       disclosures will be changed in the future.  Based
       on our discussions with various creditors who
       utilize our financial statements, they internally
       analyze our financial statements assuming that
       our line of credit is long-term in light of the
       fact that the agreement expires in 2007 and the
       company was and remains in complete compliance
       with all covenants.  We believe that inclusion of
       this information is helpful to our financial
       statement users.
     5.   Comment:  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).
       Company Response:  Similar to the comment #4, our
       disclosures in our 10-Q for the period ended
       April 30, 2005 were enhanced from those within
       the 10-K for the period ended January 29, 2005.
       We believe that this additional language,
       combined with some additional information within
       the table to more clearly reconcile the ratios
       will address your concerns.  Attached as Exhibit
       A is the table from our 10-K and 10-Q, revised to
       show how our disclosures will be changed in the
       future.  Although GAAP requires that the
       preferred stock be shown in the mezzanine section
       of the balance sheet by reason of the controlling
       interest of our preferred stockholders, we
       believe disclosing the ratio of debt to combined
       equity and preferred stock as an additional
       measure provides meaningful information given
       that the preferred stock is not currently
       expected to be redeemed or paid and is similar to
       equity securities.

     Item 9A. Controls and Procedures
     6.   Comment:  Disclosure controls and procedures are
       defined in Rules 13a-15(e) and 15d-15(e) under the
       Securities Exchange Act of1934, not Rule 13a-14(c).
       Please update your rule reference accordingly in future
       filings.
       Company Response:  We will revise our rule
     references accordingly in future filings.
     7.   Comment:  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.  Company Response:  Although
       we believe the existing disclosure satisfies the
       requirements of Item 307 of Regulation S-K and is not
       substantively different from similar disclosures of many
       issuers, we will revise future disclosures regarding our
       principal executive and financial officers' conclusions
       as to the effectiveness of disclosure controls and
       procedures to ensure they encompass the entire
       definition of disclosure controls and procedures in
       Exchange Act Rules 13a-15(e) and 15d-15(e).  We also are
       hereby confirming to you that our disclosure regarding
       effectiveness of the company's disclosure controls and
       procedures are still accurate considering the entire
       definition of disclosure controls and procedures.
     8.   Comment:  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 or 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.
       Company Response:  We hereby confirm to you that
       there was not any change in the company's
       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, the
       company's internal control over financial
       reporting.  We expect to include similar negative
       disclosures in future filings if there are no
       changes.

     Consolidated Financial Statements

     Notes to Consolidated Financial Statements

     Note 1. Summary of Significant Accounting Policies

     General

     9.   Comment:  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.
       Company Response:  In future filings, we will
       elaborate further on the types of expenses
       included within the cost of goods sold line item
       and the types of expenses that are included
       within selling, general and administrative
       expenses.  Cost of goods sold does include
       inbound freight charges, purchasing and receiving
       costs, inspection costs, warehousing costs,
       internal transfer costs and all other costs
       associated with the company's distribution
       network.

     Schedule II Valuation Accounts
     10.  Comment:  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.
       Company Response:  The Company's allowance for
       sales return balance was approximately $19,000 at
       January 29, 2005.   The Company deems this
       balance to be immaterial and therefore does not
       see the necessity for a detailed schedule.  We
       will continue to monitor the required balance in
       the sales return allowance account and if the
       number becomes more significant we will comply
       with your request to include a separate schedule.
       In future filings, we will also include a
       quantification of the sales return allowance
       within the referenced footnote.

Additionally, we respectfully acknowledge the following:
  -    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.

We respectfully present these responses to you for your
review.  We feel that we have responded in full to each
of your comments, but should you have any questions,
please do not hesitate to call.  I may be reached at
(405) 579-7144.

Sincerely,

/s/ Jodi Taylor
Jodi Taylor
Chief Financial Officer
Harold's Stores, Inc.
Commission File No. 1-10892
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