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                                                                EXHIBIT 10.1



                        AMENDMENT TO FINANCING AGREEMENT


      This Amendment is dated as of August 1, 1996, and amends the Financing
Agreement dated as of December 28, 1995 (the "Financing Agreement"), by and
among THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation ("CITBC"),
with offices located at 300 South Grand Avenue, Los Angeles, California 90071,
CLOTHESTIME STORES, INC., a Delaware corporation (the "Borrower") with its
principal place of business located at 5325 East Hunter Avenue, Anaheim,
California 92807, as debtor and debtor in possession in a case commenced under
chapter 11 of the United States Bankruptcy Code, 11 U.S.C. Sections 101-1330
(the "Bankruptcy Code"), and THE CLOTHESTIME, INC., MRJ INDUSTRIES, INC.,
CLOTHESTIME INVESTMENT, INC., CLOTHESTIME INTERNATIONAL, INC., and CLOTHESTIME
ACQUISITION CORPORATION, all Delaware corporations (the "Guarantors" and,
together with the Borrower, the "Debtors"), with their principal place of
business at 5325 East Hunter Avenue, Anaheim, California 92807, as debtors and
debtors in possession in cases commenced under chapter 11 of the Bankruptcy
Code.

                                    RECITALS

        A.      On December 8, 1995, the Debtors filed voluntary petitions for
relief under chapter 11 of the United States Bankruptcy Code with the United
States Bankruptcy Court for the Central District of California (the "Bankruptcy
Court"). They are operating their businesses and managing their affairs as
debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy
Code. No trustee or examiner has been appointed in any of the Debtors' chapter
11 cases.

        B.      On December 28, 1995, CITBC, the Borrower and the Guarantors
entered into the Financing Agreement. On January 9, 1996, the Bankruptcy Court
entered its final order approving the debtor in possession financing facility
that is governed by the Financing Agreement.

        C.      On May 2, 1996, the Bankruptcy Court entered its Order
Authorizing Debtors and Debtors in Possession, Pursuant to Section 363(b) of
the Bankruptcy Code, to Make Payments to Certain Contractors and Subcontractors
in Order to Receive Tenant Improvement Allowances (the "Subcontractor Payment
Order") in the Debtors' chapter 11 cases. Pursuant to the Subcontractor Payment
Order, the Debtors are authorized to make certain payments to subcontractors
(the "Subcontractor Payments") in order to satisfy the conditions to receive the
payment of
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tenant improvement allowances. The aggregate amount of such tenant improvement
allowances substantially exceeds the aggregate amount of the Subcontractor
Payments. 

        D.      CITBC and the Borrower wish to amend certain other provisions
of the Financing Agreement relating to minimum EBITDA and the amount of
borrowing availability under the Financing Agreement.

                                   AGREEMENT

        NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows: 

SECTION 1. DEFINITIONS

        Unless otherwise defined in this Amendment, capitalized terms used
herein shall have the meanings assigned to them in the Financing Agreement.

SECTION 2. AMENDMENTS TO FINANCING AGREEMENT

        2.1 AVAILABILITY RESERVE. The dollar amount set forth at the end of
clause (iv) of the definition of "AVAILABILITY RESERVE" included in Section 1
of the Agreement shall be reduced from $500,000 to $300,000.

        2.2 PRE-PETITION CLAIM PAYMENT. The definition of "PRE-PETITION CLAIM
PAYMENT" included in Section 1 of the Agreement shall be amended to add the
following new clause (vi), and existing clause (vi) shall be redesignated as
clause (vii):

        "(vi) any payment made by the Borrower or any Guarantor pursuant to the
        Bankruptcy Court's Order Authorizing Debtors and Debtors in Possession,
        Pursuant to Section 363(b) of the Bankruptcy Code, to Make Payments to
        Certain Contractors and Subcontractors in Order to Receive Tenant
        Improvement Allowances, entered in the Cases on May 2, 1996,".

        2.3 MINIMUM EBITDA. The dollar amount set forth in Section 6.7 of the
Agreement with respect to minimum EBITDA for the fiscal quarter ending on
October 26, 1996 shall be reduced from negative $1,000,000 to negative
$2,000,000 ("<$2,000,000>").

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SECTION 3. Miscellaneous

        3.1     REMAINING PROVISIONS OF FINANCING AGREEMENT. Except as
expressly amended hereby, all terms and provisions of the Financing Agreement
shall remain in full force and effect.

        3.2     CAPTIONS. The captions herein are intended for convenience of
reference only and shall not be used to define, construe, interpret or limit any
of the provisions hereof.

        3.3     COUNTERPARTS. This Amendment may be executed in counterparts,
each of which shall constitute an original but all of which when taken together
shall constitute but one agreement to amend the Financing Agreement.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their proper and duly authorized officers as of the
date set forth above.


                             THE CIT GROUP/BUSINESS CREDIT, INC.


                             By: /s/ Bonnie Schain
                                 -------------------------------
                                     Bonnie Schain
                                     Assistant Vice President


                             CLOTHESTIME STORES, INC.,
                             AS DEBTOR AND DEBTOR IN POSSESSION


                             By: /s/ David A. Sejpal
                                 -------------------------------
                                     David A. Sejpal
                                     Vice President and Chief Financial Officer




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