EXHIBIT 4(d)(5) Amendment Number Five to the Loan and Security  Agreement by and
between Congress Financial Corporation  (Southern) as Lender and the Registrant,
One Price  Clothing,  Inc. of Puerto Rico and One Price  Clothing - U.S.  Virgin
Islands, Inc. as Borrowers dated February 23, 2000.


                     AMENDMENT NO. 5 TO FINANCING AGREEMENTS

                                                              February 23, 2000


One Price Clothing Stores, Inc.
1875 East Main Street
Duncan, South Carolina 29334

One Price Clothing of Puerto Rico, Inc.
1875 East Main Street
Duncan, South Carolina 29334

Gentlemen:

         Congress  Financial  Corporation  (Southern)   ("Lender"),   One  Price
Clothing Stores,  Inc. ("One Price") and One Price Clothing of Puerto Rico, Inc.
("One Price PR";  and  together  with One Price,  individually  referred to as a
"Borrower"  and  collectively  as the  "Borrowers")  have  entered  into certain
financing arrangements pursuant to the Loan and Security Agreement,  dated March
25, 1996, between the Lender and Borrowers (the "Loan Agreement"), as amended by
Amendment No. 1 to Financing Agreements,  dated May 16, 1997, Amendment No. 2 to
Financing  Agreements,  dated  June  17,  1997,  Amendment  No.  3 to  Financing
Agreements, dated February 19, 1998 and Amendment No. 4 to Financing Agreements,
dated January 31, 1999,  together with various other  agreements,  documents and
instruments  at any time executed  and/or  delivered in connection  therewith or
related  thereto (as the same now exist or may  hereafter be amended,  modified,
supplemented,   extended,  renewed,  restated  or  replaced,  collectively,  the
"Financing  Agreements").  All  capitalized  terms  used  herein  and not herein
defined have the meanings given to them in the Financing Agreements.

         Borrowers  have  requested  that  Lender  agree  (a) to  consent  to an
increase in the line of credit  provided to Borrower by Carolina  First Bank and
(b) to increase the amount of purchase money  indebtedness  secured by Equipment
and Real Property permitted under the Loan Agreement. Lender is willing to do so
on the terms and conditions and to the extent set forth herein.

         In consideration of the foregoing,  the mutual agreements and covenants
contained herein and other good and valuable  consideration,  the parties hereto
agree as follows:


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     1.  Carolina First Bank.
                  (a)  Subject  to the terms and  conditions  set forth  herein,
Lender  hereby (i) consents to an increase in the line of credit  available  for
letters  of credit  issued  for One  Price's  account  under the  Carolina  Bank
Documents  from  $5,000,000 to $8,000,000  and (ii) amends clause (i) of Section
9.9(g)  of  the  Loan  Agreement  by  deleting  the  figure   "$5,000,000"   and
substituting the following therefor: "$8,000,000".

                  (b) Lender's consent pursuant to Section 1(a), shall, however,
be conditioned  upon Lender's  receipt,  in form and substance  satisfactory  to
Lender,  of the written  agreements  between One Price and Carolina Bank setting
forth the  foregoing  modifications,  together  with,  if required by Lender,  a
written  confirmation  by Carolina  Bank of the continued  effectiveness  of the
Intercreditor  Agreement,  dated May 16, 1997, between Lender and Carolina Bank,
in form and  substance  satisfactory  to Lender and  accompanied  by the written
agreement and acknowledgment of One Price.

     2. Encumbrances.  Section 9.8(e) of the Loan Agreement is hereby amended by
deleting  the figure  "$2,500,000"  and  substituting  the  following  therefor:
"$5,000,000".

     3.  Conditions  Precedent.  The  effectiveness  of the amendments set forth
herein are further  conditioned  upon the  satisfaction of each of the following
conditions precedent in a manner satisfactory to Lender:

                  (a) No Event of Default, or act, condition or event which with
notice or  passage of time or both would  constitute  an Event of Default  shall
exist or have occurred; and

                  (b) Lender shall have received an original of this  Amendment,
duly authorized, executed and delivered by Borrowers and One Price VI.

         4.  Miscellaneous.
                  (a)  This  Amendment  contains  the  entire  agreement  of the
parties with respect to the subject  matter hereof and  supersedes  all prior or
contemporaneous    term   sheets,    proposals,    discussions,    negotiations,
correspondence,  commitments  and  communications  between or among the  parties
concerning the subject matter hereof.  This Amendment may not be modified or any
provision  waived,  except in  writing  signed by the  party  against  whom such
modification  or waiver is sought to be  enforced.  Except for those  provisions
specifically  modified or waived pursuant hereto,  subject,  nevertheless to the
periods of  effectiveness  of the temporary  waiver and temporary  amendment set
forth,  respectively,  in Sections 1 and 2 hereof, the Financing  Agreements are
hereby  ratified,  restated  and  confirmed  by  the  parties  hereto  as of the
effective  date  hereof.  To the extent of  conflict  between  the terms of this
Amendment  and the  Financing  Agreements,  the  terms of this  Amendment  shall
control.

                  (b) This Amendment and the rights and obligations hereunder of
each of the parties hereto shall be governed by and  interpreted  and determined
in accordance with the internal laws of the State of Georgia,  without regard to
principles of conflicts of law.

                  (c) This  Amendment  shall be  binding  upon and  inure to the
benefit  of each of the  parties  hereto  and their  respective  successors  and
assigns.


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                  (d)  This   Amendment   may  be  executed  in  any  number  of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement.  In making proof of this Amendment it shall not be necessary
to produce or account for more than one  counterpart  thereof  signed by each of
the parties hereto.

         By the signature hereto of each of their duly authorized officers,  all
of the parties hereto mutually covenant and agree as set forth herein.

                                                  Very truly yours,

                                                  CONGRESS FINANCIAL CORPORATION
                                                  (SOUTHERN)

                                                  By:    /s/ Morris P. Holloway
                                                         Morris P. Holloway
                                                  Title: Senior Vice President

AGREED AND ACCEPTED:

ONE PRICE CLOTHING STORES, INC.

By:    /s/ C. Burt Duren
       C. Burt Duren
Title: Vice President & Treasurer


ONE PRICE CLOTHING OF PUERTO RICO, INC.

By:    /s/ C. Burt Duren
       C. Burt Duren
Title: Vice President & Treasurer


CONSENTED TO AND AGREED:

ONE PRICE CLOTHING - U.S. VIRGIN ISLANDS, INC.

By:    /s/ C. Burt Duren
       C. Burt Duren
Title: Vice President & Treasurer