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HAPNW not much coin but currently .235 would get .3
HAROLD’S STORES, INC.
5919 Maple Avenue
Dallas, Texas 75235

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON _______, 2007


TO OUR SHAREHOLDERS:

The 2007 Annual Meeting of Shareholders of Harold’s Stores, Inc. (the “Company”) will be held at the Company’s corporate office located at 5919 Maple Avenue, Dallas, Texas on _______, ______, 2007, at 9:00 a.m., local time, for the following purposes:

1.

To approve and adopt two separate amendments to our Certificate of Incorporation to effect a reverse stock split of all of our shares of Common Stock (the “Reverse Stock Split”) immediately followed by a forward stock split of all of our shares of Common Stock (the “Forward Stock Split”). We refer to the Reverse Stock Split, the Forward Stock Split and any cash payments due for fractional shares, collectively, as the “Reverse/Forward Stock Split.” Shares that are owned by any shareholder who owns less than 1,000 shares of Common Stock would be converted into the right to receive a cash payment for such shares in an amount equal to $0.30 per share. The purpose of the Reverse/Forward Stock Split is to cause our Common Stock to no longer be registered under the Securities Exchange Act of 1934 (the “Deregistration Transaction”).