EXHIBIT 10.1

                       [LETTERHEAD OF CIT BUSINESS CREDIT]



                                  July 18, 2000



Weiner's Stores, Inc.
6005 Westview Drive
Houston, Texas  77055

Attn:      Mr. Raymond J. Miller
           Chairman, President and
           Chief Executive Officer

Dear Mr. Miller:

           Reference is made to that certain Revolving Credit Agreement dated as
of August 26, 1997 (as amended, modified or supplemented from time to time, the
"Credit Agreement"), among Weiner's Stores, Inc., a Delaware corporation (the
"Borrower"), the financial institutions from time to time party thereto
(collectively, the "Lenders" and individually, a "Lender"), and The CIT
Group/Business Credit, Inc., as a Lender and as agent for the Lenders (in such
capacity, the "Agent"). Capitalized terms used but not otherwise defined herein
shall have the same meanings ascribed to such terms in the Credit Agreement.

           The Borrower, the Lenders, and the Agent desire to amend certain
provisions of the Credit Agreement. Accordingly, in accordance with Section
10.03 of the Credit Agreement, the Borrower, the Lenders, and the Agent hereby
agree as follows:

1.         Capital Expenditures. Section 8.08 of the Credit Agreement is hereby
           amended to read in its entirety as follows:

           "Make or be committed to make, or permit any of its Subsidiaries to
           make or be committed to make, any expenditure (by purchase or
           capitalized lease) for fixed or capital assets other than
           expenditures (including obligations under Capitalized Leases) which
           would not cause the aggregate amount of all such expenditures to
           exceed (i) $6,500,000 for the fiscal year of the Borrower ending
           February 3, 2001, (ii) $8,500,000 for each of the fiscal years ending
           February 2, 2002, and February 1, 2003, respectively, or (iii)
           $5,000,000 for the period beginning on February 2, 2003 and ending on
           August 30, 2003 and each fiscal year thereafter."



<PAGE>

2.         Cumulative FIFO EBITDA. Section 8.12 of the Credit Agreement is
           hereby amended to read in its entirety as follows:

           "Permit Cumulative FIFO EBITDA for any fiscal quarter (calculated on
           a rolling twelve (12) month basis) of the Borrower ending on the
           dates set forth below to be less than the amount specified opposite
           each such fiscal quarter.

           Fiscal Quarter                           Amount
           --------------                           ------
           July 29, 2000                          (5,500,000)
           October 28, 2000                       (1,300,000)
           February 3, 2001                        2,100,000
           May 5, 2001                             2,875,000
           August 4, 2001                          2,875,000
           November 3, 2001                        2,875,000
           February 2, 2002                        3,375,000
           May 4, 2002                             3,875,000
           August 3, 2002                          3,875,000
           November 2, 2002                        3,875,000
           February 1, 2003                        4,375,000
           May 3, 2003                             4,875,000
           August 2, 2003                          4,875,000"


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<PAGE>

3.         The following definitions of "Applicable Eurodollar Margin,"
           "Applicable Prime Margin," and "Maximum Legal Rate" are hereby added
           to the definitions in Section 1.01 of the Credit Agreement:

           "APPLICABLE EURODOLLAR MARGIN shall mean the increment over the
           Eurodollar rate as determined at the beginning of each Fiscal Quarter
           after the Agent's receipt of the Borrower's financial statements as
           required under Section 7, hereof for the prior Fiscal Quarter based
           upon the FIFO EBITDA amount through February 3, 2001 and a
           Indebtedness to FIFO EBITDA ratio subsequent to February 3, 2001 set
           forth below as at the end of the prior Fiscal Quarter for rolling 12
           months and shall be equal to:

           -------------------------------------------- -----------------------
                         FIFO EBITDA                       EURODOLLAR MARGIN +
           -------------------------------------------- -----------------------
           12 months ended 7/29/00
           ============================================ -----------------------
           Greater than ($4,300,000)                             2.50
           -------------------------------------------- -----------------------
           Less than ($4,300,000)                                2.75
           -------------------------------------------- -----------------------

           -------------------------------------------- -----------------------
           12 months ended 10/28/00
           ============================================ -----------------------
           Greater than $750,000                                 2.50
           -------------------------------------------- -----------------------
           Greater than 0 less than $750,000                     2.75
           -------------------------------------------- -----------------------
           Less than 0                                           3.00
           -------------------------------------------- -----------------------

           -------------------------------------------- -----------------------
           12 months ended 2/3/01
           ============================================ -----------------------
           Greater than $3,000,000                               2.50
           -------------------------------------------- -----------------------
           Greater than $2,600,000 less than $3,000,000          2.75
           -------------------------------------------- -----------------------
           Greater than $2,100,000 less than $2,600,000          3.00
           -------------------------------------------- -----------------------
           Less than $2,100,000                                  3.25
           -------------------------------------------- -----------------------

           -------------------------------------------- -----------------------
           INDEBTEDNESS  TO  FIFO  EBITDA                  EURODOLLAR MARGIN +
           RATIO-SUBSEQUENT  TO 2/3/01
           -------------------------------------------- -----------------------

           -------------------------------------------- -----------------------
           Less than 2.0                                         2.25
           -------------------------------------------- -----------------------
           Greater than 2.0 less than 4.0                        2.50
           -------------------------------------------- -----------------------
           Greater than 4.0 less than 6.0                        2.75
           -------------------------------------------- -----------------------
           Greater than 6.0 less than 8.0                        3.00
           -------------------------------------------- -----------------------
           Greater than 8.0                                      3.25
           -------------------------------------------- -----------------------

           -------------------------------------------- -----------------------

           For purposes of calculations the Indebtedness to FIFO EBITDA Ratio
           herein above, "Indebtedness" shall mean all obligations under the
           Credit Agreement, excluding the outstanding amount of any Letters of
           Credit issued pursuant thereto.

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<PAGE>


           "APPLICABLE PRIME MARGIN shall mean the increment over the Reference
           Rate as determined at the beginning of each Fiscal Quarter after the
           Agent's receipt of the Borrower's financial statements as required
           under Section 7.01 hereof for the prior Fiscal Quarter based upon the
           FIFO EBITDA amount set forth below through February 3, 2001 and
           Indebtedness to FIFO EBITDA subsequent to February 3, 2001 as at the
           end of the prior Fiscal Quarter and shall be equal to:

           --------------------------------------------- ---------------------
                      FIFO EBITDA                                PRIME
                                                                MARGIN +
           --------------------------------------------- ---------------------
           12 months ended 7/29/00
           ============================================= ---------------------
           Greater than ($4,300,000)                              0.50
           --------------------------------------------- ---------------------
           Less than ($4,300,000)                                 0.75
           --------------------------------------------- ---------------------

           --------------------------------------------- ---------------------
           12 months ended 10/28/00
           ============================================= ---------------------
           Greater than $750,000                                  0.50
           --------------------------------------------- ---------------------
           Greater than 0 less than $750,000                      0.75
           --------------------------------------------- ---------------------
           Less than 0                                            1.00
           --------------------------------------------- ---------------------

           --------------------------------------------- ---------------------
           12 months ended 2/3/01
           ============================================= ---------------------
           Greater than $3,000,000                                0.50
           --------------------------------------------- ---------------------
           Greater than $2,600,000 less than $3,000,000           0.75
           --------------------------------------------- ---------------------
           Greater than $2,100,000 less than $2,600,000           1.00
           --------------------------------------------- ---------------------
           Less than $2,100,000                                   1.25
           --------------------------------------------- ---------------------

           --------------------------------------------- ---------------------
           INDEBTEDNESS  TO  FIFO  EBITDA                         PRIME
           RATIO-SUBSEQUENT  TO 2/3/01                           MARGIN +
           --------------------------------------------- ---------------------

           --------------------------------------------- ---------------------
           Less than 2.0                                          0.25
           --------------------------------------------- ---------------------
           Greater than 2.0 less than 4.0                         0.50
           --------------------------------------------- ---------------------
           Greater than 4.0 less than 6.0                         0.75
           --------------------------------------------- ---------------------
           Greater than 6.0 less than 8.0                         1.00
           --------------------------------------------- ---------------------
           Greater than 8.0                                       1.25
           --------------------------------------------- ---------------------

           --------------------------------------------- ---------------------

           For purposes of calculations the Indebtedness to FIFO EBITDA Ratio
           herein above, "Indebtedness" shall mean all obligations under the
           Credit Agreement, excluding the outstanding amount of any Letters of
           Credit issued pursuant thereto.



                                       4
<PAGE>


           "MAXIMUM LEGAL RATE shall mean the maximum lawful interest rate which
           may be contracted for, charged, taken, received or reserved under
           this Credit Agreement or the Loan Documents by CIT in accordance with
           applicable state or federal law (whichever provides for the highest
           permitted rate), taking into account all items contracted for,
           charged, or received in connection with the Obligations evidenced
           hereby which are treated as interest under the applicable state or
           federal law, as such rate may change from time to time. The Maximum
           Legal Rate shall be calculated in a manner that takes into account
           any and all fees, payments and other charges in respect of the Loan
           Documents that constitute interest under applicable law. Each change
           in any interest rate provided for herein based upon the Maximum Legal
           Rate resulting from a change in the Maximum Legal Rate shall take
           effect without notice to the Company at the time of such change in
           the Maximum Legal Rate. For purposes of determining the Maximum Legal
           Rate under Texas law, the applicable rate ceiling shall be: (a) the
           "weekly ceiling" described in and computed in accordance with the
           provisions of Section 303.003 of the Texas Finance Code, as amended;
           or (b) if the parties subsequently contract as allowed by Texas law,
           the quarterly ceiling or the annualized ceiling computed pursuant to
           Section 303.008 of the Texas Finance Code, as amended; provided,
           however, that at any time the "weekly ceiling", the quarterly ceiling
           or the annualized ceiling shall be less than 18% per annum or more
           than 24% per annum, the provisions of Section 303.009(a) and Section
           303.009(b) of the Texas Finance Code, as amended, shall control for
           purposes of such determination, as applicable."

4.         Section 2.05 ("Interest Rate") is hereby deleted and the following is
           substituted in lieu thereof.

                      "2.05 (a) Interest on the Revolving Loan shall be payable
           on each Interest Payment Date applicable thereto and shall be an
           amount equal to (a) at the Borrower's election (i) for each Reference
           Loan, the Applicable Prime Margin plus Reference Rate (Prime) per
           annum on the average of the net balances owing by the Borrower to the
           Agent and/or the Lenders in the Borrower's Revolving Loan Account at
           the close of each day during such month or balances other than
           Eurodollar Loans or (ii) for each Eurodollar Loan, the Applicable
           Libor Margin plus the Eurodollar Rate or any Eurodollar Loan, on a
           per annum basis, on the average of the net balances owing by the
           Borrower to the Agent and/or the Lenders in the Borrower's Revolving
           Loan Account at the close of each day during such month or (b)
           interest computed in accordance with the provisions of clause (a) but
           at the Maximum Legal Rate. In the event of any change in said
           Applicable Prime Margin, the rate under clause (a)(i) above shall
           change, as of the first of the month following any change, so as to
           remain equal to the Applicable Prime Margin. The rate hereunder shall
           be calculated based on a 360-day year. The Agent and the Lenders
           shall be entitled to charge the Borrower's Revolving Loan Account at
           the rate provided for herein when due until all Obligations have been
           paid in full. Said Rates shall be together with any additional
           interest owing pursuant to Section 2.14 hereof.


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<PAGE>


                      (b) In conjunction with the determination of the
           Applicable Prime and Eurodollar Margin, the Borrower shall deliver to
           the Agent as soon as possible:

                                 (i) the financial statements and officer
                      certification as required under Section 7, Paragraph
                      7.01(b) hereof for each Fiscal Quarter commencing with the
                      Fiscal Quarter ending on July 29, 2000 and each Fiscal
                      Quarter thereafter.

                                 (ii) a certificate of the Borrower's Chief
                      Financial Officer certifying:

                                            (x) the computation of the proper
                                 Applicable Prime and/or Eurodollar Margin; and

                                            (y) the absence of any Default or
                                 Event of Default.

                      (c) In the event that the Borrower does not deliver the
           foregoing documents to the Agent prior to any scheduled interest
           calculation date, the Agent at its election may, in addition to its
           other rights and remedies, charge interest computed at the highest
           applicable Eurodollar Margin or Prime Margin for any existing
           Eurodollar Loans. Notwithstanding the foregoing, no reduction in any
           Applicable Eurodollar Margin or Prime Margin shall be effective if a
           Default or Event of Default has occurred hereunder, which has not
           been waived by the Required Lenders or cured to the Required Lender's
           satisfaction, the Borrower may not request any additional Eurodollar
           Loans and nothing contained herein shall limit, restrict or prohibit
           the Agent and the Lenders charging the Default Rate of Interest
           subject to and in accordance with the provisions of this Credit
           Agreement."

           Pursuant to mutual agreement, we shall charge you a one-time Facility
Fee in the amount of $40,000.00 for this accommodation, which fee shall be in
addition to all other fees we are entitled to charge you under the Credit
Agreement and shall be due and charged to your loan account upon execution of
this agreement. You hereby confirm that we may charge your loan account with
such amount.

           In consideration of the use of our in-house legal department and
facilities in documenting this amendment, you hereby agree to pay us a
Documentation Fee equal to $750.00. Said amount shall be due and payable upon
the date hereof and will be charged to your loan account under the Credit
Agreement.


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<PAGE>

           Except as specifically set forth herein, no other charge in the terms
or conditions of the Credit Agreement is intended or implied. If the foregoing
is in accordance with your understanding, please so indicate by signing and
returning to us the enclosed copy of this letter.

                               Very truly yours,

                               THE CIT GROUP BUSINESS CREDIT, INC., as
                               Agent and Lender


                               By:         /s/ Grant Weiss
                                           ---------------
                               Name:       Grant Weiss
                               Title:      Assistant Vice President


                               GENERAL ELECTRIC CAPITAL CORPORATION, a Lender


                               By:         /s/ Martin Greenberg
                                           --------------------
                               Name:       Martin Greenberg
                               Title:      Duly Authorized Signatory

Read and Agreed to:

WEINER'S STORES, INC., Borrower

By:          /s/ Raymond J. Miller
             ---------------------
Name:        Raymond J. Miller
Title:       Chairman, President, and
             Chief Executive Officer




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