EXHIBIT 10.3

                                 AMENDMENT NO. 2
                                       TO
                              EMPLOYMENT AGREEMENT


                  This AMENDMENT NO. 2, effective as of September 19, 2000 (this
"Amendment"), amends the Employment Agreement, dated as of February 1, 2000 (as
heretofore amended, the "Agreement"), by and between Joseph J. Kassa
("Executive") and Weiner's Stores, Inc., a Delaware corporation (the "Company").


                  WHEREAS, in accordance with Section 9 of the Agreement, the
Executive and the Company desire to amend certain terms of the Agreement on the
terms and subject to the conditions hereinafter set forth; and


                  WHEREAS, this Amendment shall be effective as of the date
hereof;


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

                         1. AMENDMENTS TO THE AGREEMENT
                         ------------------------------

         1.1 Definitions. All capitalized terms used in this Amendment and not
otherwise defined herein are used herein as defined in the Agreement.

         1.2 Amendment to Section 2. Section 2 of the Agreement is hereby
amended to read in its entirety as follows:

                  "2. Duties. During the Term of Employment the Executive shall
         continue to serve as the Company's President. As such, the Executive
         shall direct and manage the affairs of the Company with such duties,
         functions and responsibilities (including the right to hire and dismiss
         employees (subject to approval of the Board in the case of corporate
         officers)) as are customarily associated with and incident to the
         position of President, and as the Company may, from time to time,
         require of him, subject to the direction of the Company's Chief
         Executive Officer. The Executive shall serve the Company faithfully,
         conscientiously and to the best of the Executive's ability and shall
         promote the interests and reputation of the Company. Unless prevented
         by sickness or disability, the Executive shall devote all of the
         Executive's time, attention, knowledge, energy and skills, during
         normal working hours, and at such other times as the Executive's duties
         may reasonably require, to the duties of the Executive's employment,
         provided, however, that it shall not be a breach of this Agreement for
         the Executive to manage his own private financial investments; or with
         the consent of the Board (which consent shall not be unreasonably
         withheld) to be a member of the board of directors of other companies



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         which do not compete with the Company, so long as, in either case, such
         activities do not require the Executive to spend a material amount of
         time away from his performance of his duties hereunder, do not
         otherwise interfere with the Executive's performance of his duties
         hereunder, or otherwise violate this Agreement (including, but not
         limited to, Section 4 hereof) or the Company's other policies. The
         principal place of employment of the Executive shall be the principal
         executive offices of the Company. The Executive acknowledges that in
         the course of his employment he may be required, from time to time, to
         travel on behalf of the Company."

         1.3 Amendment to Section 3f. Section 3f of the Agreement is hereby
amended in its entirety as follows:

                           "f. Car Allowance: The Executive shall be entitled to
                  a monthly automobile allowance of $1,000, or such other amount
                  as the Board shall, at any time and from time to time, in its
                  discretion determine. The automobile allowance shall be paid
                  to the Executive on or before the first of each calendar
                  month. The Executive shall allocate such automobile allowance
                  as he, in his own discretion, sees fit."

         1.4 Addition of Section 3g. Section 3 of the Agreement is hereby
amended to add the following as subsection g thereof:

                           "g. Other Compensation: The Executive shall be
                  entitled to participate at an appropriate level, as determined
                  by the Board, in all other compensation plans and programs
                  adopted by the Company."


                       2. REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         Each party to this Amendment represents and warrants to the other as
follows:

         2.1 The execution, delivery and performance by such party of this
Amendment and the performance by such party of the Agreement as amended hereby
(i) have been duly authorized by all necessary corporate action, if any, and
(ii) do not and will not contravene its organizational documents, if applicable,
or any applicable law. Such party has all requisite corporate or other power and
authority to enter into this Amendment and to perform its obligations hereunder
and under the Agreement, as amended hereby.

         2.2 This Amendment and the Agreement, as amended hereby, constitute the
legal, valid and binding obligations of such party, enforceable against such
party in accordance with their terms.


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                                3. MISCELLANEOUS
                                ----------------

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

         3.2 Section and paragraph headings herein are included for convenience
of reference only and shall not constitute a part of this Amendment for any
other purposes.

         3.3 This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws
principles.

         3.4 Except as herein expressly amended, the Agreement and any other
documents executed and delivered in connection therewith are each ratified and
confirmed in all respects and shall remain in full force and effect in
accordance with their respective terms.





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                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment, or caused this Amendment to be executed by their officer thereunto
duly authorized, as applicable, as of the day and year first above written.



                                            EXECUTIVE:



                                            /s/ Joseph J. Kassa
                                            -----------------------------------
                                            Joseph  J. Kassa




                                            WEINER'S STORES, INC.



                                            By:      /s/ Raymond J. Miller
                                               --------------------------------
                                                     Raymond J. Miller
                                                     Chief Executive Officer







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