SecProbe.io

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September 30, 2005

Mr. Michael Moran, Branch Chief
Mr. Robert Burnett, Staff Accountant
Securities and Exchange Commission
Washington, D.C.  20549

RE:  Harold's Stores, Inc.
     Item 4.01 Form 8-K filed September 19, 2005
     Form 10-Q for the Quarter Ended July 30, 2005 filed
September 19, 2005
     File No. 1-10892

Dear Messrs. Moran and Burnett:

We received your letter dated September 21, 2005, which
contained various comments related to the above filings.
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 for which you inquired.

July 30, 2005 Form 10-Q

  1.   Comment:  Article 10(d) of Regulation S-X requires
     that interim financial statements filed under cover of
     form 10-Q be reviewed by an independent public
     accountant using applicable professional standards and
     procedures.  In a Form 8-K you reported that your July
     30, 2005 Form 10-Q was not reviewed by Ernst & Young;
     however you have not reported this fact in the Form 10-Q
     itself.  If our information is incorrect, please advise
     us in writing immediately.  Your response may be sent by
     facsimile to (202) 772-9204.  Also, please advise us if
     the interim financial statements were reviewed by a
     registered independent accountant other than Ernst &
     Young.
     Company Response:  On September 21, 2005 we
     provided you with a faxed letter referencing the
     required disclosures within our Form 10-Q.  This
     letter is included at the conclusion of this
     correspondence filing.  Based on subsequent
     discussions with the staff, the staff is now aware
     of this disclosure and we believe that there will
     be no further comments on this point.

  2.   Comment:  If the interim financial statement were
     not reviewed by an independent public accountant prior
     to the filing of the Form 10-Q, the reports will not be
     considered to have been filed in a timely manner for
     purposes of Forms S-2 and S-3.  In addition, until you
     have obtained a review of your interim financial
     statements filed under cover of Form 10-Q, registration
     statements will not be declared effective.  In addition,
     offerings should not be made pursuant to effective
     registration statements, including Form S-8, or pursuant
     to Rules 505 and 506 of that Regulation D where any
     purchasers are not accredited investors under Rule
     501(a) of that Regulation, until the required review is
     completed.
     Company Response:  We are aware of these facts and
     no further response is required.

  3.   Comment:  You should immediately amend the Form 10-
     Q to prominently disclose in Note 1 to the financial
     statements that the financial statements were not
     reviewed in accordance with Article 10(d) of Regulation
     S-X.  Once the review of the financial statements has
     been completed by an independent registered accountant,
     file an amendment to the Form 10-Q to remove the
     disclosures regarding the lack of a SAS 100 review.
     Company Response:  The Company filed Form 10-Q/A on
     September 30, 2005 adding the requested disclosure
     within Note 1 to the financial statements.
     Additionally, we will amend our Form 10-Q filing
     once a review has been completed by an independent
     registered accounting firm.

  4.   Comment:  Refer to Item 4 of your Form 10-Q.  If
     the financial statements in your Forms 10-Q were not
     reviewed when previously filed, you should reevaluate
     the disclosures in your Forms 10-Q and other periodic
     reports regarding the adequacy of the company's
     disclosure controls and procedures and the
     certifications required to be filed with your Form 10-Q
     regarding both disclosure controls and internal
     controls, in light of the lack of a review.  In this
     regard it does not appear that you have filed the
     required certifications in the Form 10-Q.  Please revise
     to do so or tell us your plans in this regard.
     Company Response:  We have filed Form 10-Q/A on
     September 30, 2005 and have included the required
     certifications that were inadvertently omitted in
     the original filing.  Additionally, we added
     clarifying language to Item 4 of the Form 10-Q/A.

  5.   Comment:  Your initial filing of the Item 4.01,
     Form 8-K did not contain the printed name and title of
     the person signing the report or the date of the report.
     Please file an amendment to the Form 8-K including this
     information.
     Company Response:  Form 8-K/A was filed on
     September 22, 2005 making the requested updates.

Additionally, we 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 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.  In the event that these responses have fully
addressed your concerns, we would appreciate it if you
would forward us a letter confirming that there are no
further comments on this matter.

Sincerely,

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

VIA FACSIMILE 202-772-9204

September 21, 2005

Mr. Michael Moran, Branch Chief
Mr. Robert Burnett, Staff Accountant
Securities and Exchange Commission
Washington, D.C.  20549

RE:  Harold's Stores, Inc.
     Item 4.01 Form 8-K filed September 19, 2005
     Form 10-Q for the Quarter Ended July 30, 2005 filed
September 19, 2005
     File No. 1-10892

Dear Messrs. Moran and Burnett:

We are in receipt of a faxed comment letter from Michael
Moran of your office covering the above-mentioned
filings.  While we will be reviewing the letter in its
entirety and responding accordingly, in the interests of
addressing your concerns expediently we wish to
immediately respond to item #1 under your July 30, 2005
Form 10-Q comments.

Your comment is as follows:
  1.   Article 10(d) of Regulation S-X requires that
       interim financial statements filed under cover of Form
       10-Q be reviewed by an independent public accountant
       using applicable professional standards and procedures.
       In a Form 8-K you reported that your July 30, 2005 Form
       10-Q was not reviewed by Ernst & Young; however you have
       not reported this fact in the Form 10-Q itself.  If this
       information is incorrect, please advise us in writing
       immediately.  Your response may be sent by facsimile to
       (202)772-9204.  Also, please advise us if the interim
       financial statements were reviewed by a registered
       independent accountant other than Ernst & Young.

  Company Response:
  Please note that the interim financial statements were
  not reviewed by a registered independent accountant
  other than Ernst & Young.  However, in our Form 10-Q
  filing, under Part I, Item 1 and immediately prior to
  the financial statements we placed the following
  statement in bold:

  "The financial information included in this Form 10-Q
  has not been subjected to a timely quarterly review as
  required by Rule 10-01(d) of Regulation S-X".

  We therefore believe that we have adequately addressed
  your concerns raised in this comment and believe that
  the foregoing disclosure is a sufficient disclosure as
  to the lack of a quarterly review.  As we have
  prominently disclosed this information in Part 1, Item
  1 preceding the financial statements we assume that it
  will not be necessary to repeat this disclosure within
  Note 1 to the financial statements.  Please let us
  know if additional follow-up on this point will be
  required.

  If you need to reach me, my direct line is 405-579-
  7144 and my fax number is 405-366-2538.

  Sincerely,

  Jodi Taylor
  Chief Financial Officer
  File No. 1-10892

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