Exhibit 10.1

                              WEINER'S STORES, INC.


                     AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT


         This Amendment No. 3 (this "Amendment") to the Employment Agreement (as
hereinafter defined), effective as of March 25, 1999, is by and between Weiner's
Stores, Inc., a Delaware corporation (the "Company"), and Raymond J. Miller (the
"Executive").


         WHEREAS, the Company and the Executive are party to that certain
Employment Agreement dated as of February 24, 1995 (the "Original Employment
Agreement"); and


         WHEREAS, the Company and the Executive are party to that certain
Amendment No. 1 to Employment Agreement dated as of April 7, 1995 ("Amendment
No. 1"), which amends the Original Employment Agreement; and


         WHEREAS, the Company and the Executive are party to that certain
agreement dated as of May 1, 1997 ("Amendment No. 2"), which amends the Original
Employment Agreement, as theretofore amended; and


         WHEREAS, the Company and the Executive desire to amend the Original
Employment Agreement, as amended by Amendment No. 1 and Amendment No. 2 (as so
amended, the "Employment Agreement"), as hereinafter set forth;

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

         Section 1.        Amendments.

                  (a) Section 4.4(d) of the Employment Agreement is hereby
         deleted and replaced with the following:

                  "If during the Term and during the period that is more than
                  three (3) months but less than six (6) months following a
                  Change in Control (as defined below), the Executive, upon not
                  less than fourteen (14) days' written notice to the Company,
                  resigns, then, in lieu of any further payment of Base Salary
                  or any other compensation for which provision is made in
                  Section 3 herein, the Company shall pay the Executive the
                  greater of $220,000 or an amount equal to his then Base
                  Salary. For purposes of this Section 4.4(d), "Change in
                  Control" shall mean (a) the disposition, whether by sale,
                  merger, consolidation, etc. of all or substantially all of the
                  Company's assets, unless in advance of any such disposition
                  the Executive waives this provision in writing; (b) any
                  person, entity or group (as the term "group" is defined in the
                  rules and regulations relating to Section 13D of the
                  Securities Exchange Act of 1934, as amended), other than Chase
                  Bank of Texas, acquires 50% or more of the voting common stock
                  of the Company; or (c) a contested proxy solicitation of
                  Company stockholders that results in the contesting party
                  obtaining the ability to cast 25% or more of the votes
                  entitled to be cast in electing directors of the Company."

                  (b) Section 4.4 of the Employment Agreement is hereby further
         amended to add the following new Section 4.4(e):

                           "(e) Letter of Credit: The payments provided in
                  Sections 4.4(a) or 4.4(d) and any other compensation which the
                  Executive has earned and which is due to the Executive and
                  unpaid as of the Termination Date shall be secured during the
                  Term and through the last date on which any payment earned
                  during the Term is payable by: (a) a clean, irrevocable letter
                  of credit in an amount sufficient to make the maximum payment
                  possible under Section 4 which the Company shall procure by
                  the later of May 15, 1999 or (b) within thirty (30) days prior

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                  to expiration of any letter of credit during the Term and
                  through the last date on which any payment earned during the
                  Term is payable, a replacement letter of credit; or, in the
                  alternative, cash collateral that gives the Executive
                  protection equivalent to the letter of credit described in
                  clause (a) of this Section 4.4(e)."

         Section 2.        General

                  (a) The Company and the Executive represent and warrant, each
         to the other, that the execution, delivery and performance of this
         Amendment by such party have been authorized by any and all requisite
         action by or on behalf of such party and will not violate or cause a
         default under any contract, agreement or instrument to which such party
         is a party or by which such party is bound.

                  (b) All references to "this Agreement" or "the Agreement" in
         the Employment Agreement shall be deemed to be references to the
         Employment Agreement, as amended by this Amendment.

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

                                            WEINER'S STORES, INC.
                                            By: /s/ Herbert R. Douglas
                                                -------------------------------
                                                Herbert R. Douglas
                                                President and
                                                Chief Executive Officer


                                                /s/ Raymond J. Miller
                                                -------------------------------
                                                Raymond J. Miller