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                                                                 EXHIBIT 10.11.3



                               AMENDMENT NO. 4 TO
                         POOLING AND SERVICING AGREEMENT

         This AMENDMENT NO. 4, dated as of March 30, 2001, to POOLING AND
SERVICING AGREEMENT, dated as of February 12, 1997, as amended by Amendment No.
1, dated as of May 30, 1997, Amendment No. 2, dated as of October 29, 1997, and
Amendment No. 3, dated as of January 13, 1998 (the Pooling and Servicing
Agreement, as amended by Amendments No. 1, No. 2 and No. 3, is herein referred
to as the "Agreement"), among PIER 1 FUNDING, LLC, a Delaware limited liability
company and successor to Pier 1 Funding, Inc., a Delaware corporation, as
Transferor (the "Transferor"), PIER 1 IMPORTS, INC., a Delaware corporation, as
Servicer (the "Servicer"), and THE CHASE MANHATTAN BANK, a New York banking
Association and successor to Texas Commerce Bank National Association, as
Trustee (the "Trustee").

         WHEREAS, the Transferor, the Servicer and the Trustee have entered into
the Agreement and wish to further amend the Agreement;

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained, the parties hereto hereby agree as follows:

         SECTION 1. Defined Terms.

         "Effective Date" means the earlier of March 31, 2001, or the first date
on which each of the parties hereto shall have executed and delivered to the
others one or more counterparts of this Amendment.

         Unless otherwise defined herein, the terms used herein shall have the
meanings assigned to such terms in, or incorporated by reference to the
Agreement.

         SECTION 2. Amendments to the Agreement.

         The Agreement is hereby amended, effective on the Effective Date, as
follows:

         (a) Section 1.1 of the Agreement shall be amended in the definition of
"Cash Equivalents" by:

                  (1) appending to the end of the first phrase of such
         definition beginning after the word "evidence" the following phrase:

                           , the maturity dates of which shall not be later than
                           the expected distribution dates of the funds:
and

                  (2) amending and restating clause (h) to read as follows:


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                           any other relatively risk-free investments (excluding
                           options) approved in writing by each Rating Agency
                           which would not cause the Trust to become an
                           "investment company" within the meaning of the
                           Investment Company Act.

         (b) Section 2.10 of the Agreement shall be amended by:

                  (1) appending the following proviso to the end of the first
         sentence thereof prior to subsection (a):

                           ; provided, however, that the reassignment of Removed
                           Accounts may be effected no more frequently than once
                           in any 30-day period:
and

                  (2) deleting subclause (x) from clause (ii) of Section 2.10(e)
         such that clause (ii) shall read in its entirety as follows:

                           (ii) a random selection procedure was used by the
                           Transferor in selecting the Removed Accounts or
                           Participation Interests;

         (c) Section 9.2(a) of the Agreement shall be amended by deleting the
fourth and fifth sentences preceding the end of Section 9.2(a) and inserting in
their place the following sentence:

         In the case of an Insolvency Event only, the Transferor or any of its
         Affiliates shall be permitted to bid for the Receivables and,
         additionally, shall have the right to match any bid by a third person
         and be granted the right to purchase the Receivables at such matched
         bid price.

         (d) Section 12.4 of the Agreement relating to Defeasance shall be
deleted in its entirety.

         (e) Section 13.1(a) of the Agreement shall be amended by amending and
restating clause (ix) thereof and the following proviso to read as follows:

         (ix) adding any provision to, changing in any manner or eliminating any
         provision of, this Agreement or any Supplement, or modifying in any
         manner the rights of Certificateholders of any Series then issued and
         outstanding; provided, however, in each case that (x) the Transferor
         shall have delivered to the Trustee an Officer's Certificate to the
         effect that the Transferor reasonably believes that such action shall
         not adversely affect in any material respect the interests of any
         Investor Certificateholder and that such amendment shall not
         significantly change the permitted activities of the Trust or result in
         the disallowance of sales accounting treatment of the transfer of the
         Receivables to the Trust under generally accepted accounting principles
         as provided in then existing accounting literature, (y) except with
         respect to clauses (i) and (ii), the Rating Agency Condition shall have
         been




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         satisfied with respect to any such amendment and (z) a Tax Opinion is
         delivered in connection with any such amendment.

         SECTION 3. Execution in Counterparts.

         This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed to be an original and all of
which counterparts, taken together, shall constitute but one and the same
Amendment.

         SECTION 4. Consents; Binding Effect.

         The execution and delivery by the Transferor, the Servicer and the
Trustee of this Amendment shall constitute the written consent of each of them,
as required by Section 13.1 of the Agreement, to this Amendment.

         On the Effective Date, this Amendment shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and
assigns.

         SECTION 5. Governing Law.

         This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.

         SECTION 6. Severability of Provisions.

         Any provision of this Amendment which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

         SECTION 7. Captions.

         The captions in this Amendment are for convenience of reference only
and shall not define or limit any of the terms or provisions hereof.

         SECTION 8. Agreement to Remain in Full Force and Effect.

         Except as amended hereby, the Agreement shall remain in full force and
effect and is hereby ratified, adopted and confirmed in all respects. This
Amendment shall be deemed to be an amendment to the Agreement. All references in
the Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of
like import, and all references to the Agreement in any other agreement or
document shall hereafter be deemed to refer to the Agreement as amended hereby.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
executed as of the date and year first above written.

                                       PIER 1 IMPORTS (U.S.), INC.,
                                         as Servicer


                                       By
                                          -------------------------------------
                                          J. Rodney Lawrence
                                          Senior Vice President


                                       PIER 1 FUNDING, LLC,
                                         as Transferor


                                       By
                                          -------------------------------------
                                          J. Gregory Coffey
                                          Vice President


                                       THE CHASE MANHATTAN BANK,
                                         as Trustee


                                       By
                                          -------------------------------------
                                          Alan Lai
                                          Vice President


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