EXHIBIT 10.3
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                                 AMENDMENT NO. 1
                                       TO
                              EMPLOYMENT AGREEMENT


           This AMENDMENT NO. 1, dated as of June 28, 2000 (this "Amendment"),
amends the Employment Agreement, dated as of February 1, 2000 (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 Executive Vice President,
           General Merchandise Manager. 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
           Executive Vice President, General Merchandise Manager, 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
           which do not compete with the Company, so long as, in either case,


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           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 5e(1). Section 5e(1) of the Agreement is
hereby amended in its entirety as follows:

                     "(1) The removal from the position of Executive Vice
           President, General Merchandise Manager of the Company or its
           successor; or".

           1.4 Amendment to Section 14. The address for notices to the Company
contained in Section 14 of the Agreement is hereby amended to read as follows:

                               "Weiner's Stores, Inc.
                               6005 Westview Drive
                               Houston, Texas  77055
                               Attn:  Chief Executive Officer".


                       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.


                                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.


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           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
                                     President & Chief Executive Officer



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