EXHIBIT 10.2

                                 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 Raymond J. Miller
("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 Chief Executive Officer and as a
         member of the Company's Board of Directors (the "Board"). As the
         Company's Chief Executive Officer, 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
         Chief Executive Officer and as the Company may, from time to time,
         require of him, subject to the direction of the Company's Board. 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


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         of directors of other companies 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 to read 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. Notwithstanding the foregoing, the Company acknowledges and agrees
         that, as of October 1, 2000, the Executive shall have the use of a
         Company-leased BMW 740, that such use shall continue until the
         expiration or earlier termination of the lease then extant for such
         vehicle and that the Company shall make all lease payments and
         insurance payments for such automobile and shall reimburse the
         Executive for all maintenance and fuel expenses associated with the
         Executive's use of such automobile. Payments made by the Company with
         respect to the use of the BMW 740, pursuant to the obligations provided
         in the immediately preceding sentence, shall be deducted monthly from
         the allowance provided under this Section 3f and only that amount
         remaining payable after such deduction, if any, shall be paid to the
         Executive pursuant hereto."

         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


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(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.

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




                                            WEINER'S STORES, INC.



                                            By: /s/ Joseph J. Kassa
                                               --------------------------------
                                                Joseph J. Kassa
                                                President





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