EXHIBIT  4(g)(5)  Amendment  Number  Five to the  Continuing  Commercial  Credit
Agreement by and between  Carolina First Bank as Lender and the Registrant,  One
Price  Clothing  of Puerto  Rico,  Inc.  and One Price  Clothing  - U.S.  Virgin
Islands, Inc. as Borrowers dated February 23, 2000.


                               AMENDMENT NUMBER 5
                                       TO
                     CONTINUING COMMERCIAL CREDIT AGREEMENT

                                                               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

One Price Clothing - U.S. Virgin Islands, Inc.
1875 East Main Street
Duncan, South Carolina 29334



Gentlemen:

     Carolina  First  Bank  ("Bank"),  One Price  Clothing  Stores,  Inc.  ("One
Price"),  One Price Clothing of Puerto Rico, Inc. ("One Price,  P.R."),  and One
Price Clothing - U.S. Virgin Islands,  Inc. ("One Price V.I.", and together with
One Price and One Price,  P.R.,  individually  referred to as a  "Borrower"  and
collectively as "Borrowers")  have entered into certain  financing  arrangements
pursuant to the  Continuing  Commercial  Credit  Agreement,  dated May 16, 1997,
between Bank and  Borrowers,  as amended by Amendment  Number 1, dated March 20,
1998,  Amendment  Number 2,  dated  April 21,  1998,  Amendment  Number 3, dated
November 5, 1998,  and  Amendment  Number 4, dated  March 31, 1999 (the  "Credit
Agreement"). All capitalized terms used herein and not herein defined shall have
the meanings given to them in the Credit Agreement.

     Borrowers  have  requested  that Bank  increase  the Maximum  Credit of the
Credit Agreement, and Bank is willing to agree to this Amendment, subject to the
terms and conditions 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:

1.                Section  1.6 of the  Credit  Agreement  is hereby  amended  by
                  deleting the figure  "$3,000,000.00"  appearing  therein,  and
                  substituting therefor, the figure  "$8,000,000.00",  effective
                  February 23, 2000.

2.                Miscellaneous.
                  -------------

                  a.       Entire Agreement; Ratification and Confirmation of
                           the Credit Agreement.
                           ---------------------

                           This Amendment  contains the entire  agreement of the
                           parties with respect to the specific  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  as   specifically
                           modified  herein,  and as  specifically  modified  in
                           Amendment Number 1, Amendment Number 2, and Amendment
                           Number 4, the Credit  Agreement  is hereby  ratified,
                           restated,  and confirmed by the parties  hereto as of
                           the  effective  date  hereof.  To  the  extent  of  a
                           conflict  between the terms of this Amendment  Number
                           5, on the one hand, and the Credit  Agreement and the
                           prior  amendments,  on the other  hand,  the terms of
                           this Amendment Number 5 shall control.

                  b.       Governing Law.
                           -------------

                           This  Amendment  and the rights  and the  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
                           South   Carolina,   with  regard  to   principals  of
                           conflicts of law.

                  c.       Binding Effect.
                           --------------

                           This  Amendment  shall be  binding  and ensure to the
                           benefit  to  each of the  parties  hereto  and  their
                           respective successors and assigns.

                  d.       Counterparts.
                           ------------

                           This  Amendment  may be  executed  in any  number  of
                           counterparts,  but  all of  such  counterparts  shall
                           together constitute but one in 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.

                                                    Yours very truly,


                                                             Carolina First Bank

                                                    By:      /s/ James M. Eanes
                                                             James M. Eanes
                                                    Title:   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


                  One Price Clothing - U.S. Virgin Islands, Inc.

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