EXHIBIT 10.11

                                 AMENDMENT NO. 3
                                       TO
                              EMPLOYMENT AGREEMENT


                     This AMENDMENT NO. 3, effective as of November 20, 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, the Company has filed a voluntary petition for
relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy
Code") and is operating its business and managing its properties as a debtor in
possession pursuant to the Bankruptcy Code, and this Amendment has been
authorized and approved by an order of the United States Bankruptcy Court for
the District of Delaware dated November 20, 2000; 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 6.c. Clause (iii) of the first
sentence of Section 6.c of the Agreement is hereby amended to read in its
entirety as follows:

                     "(iii) if the Company terminates the Executive's employment
           Without Cause pursuant to Section 5a(5) or due to the Executive's
           resignation for Good Reason pursuant to Section 5a(6) at any time
           during the Term of Employment, then the Company shall make a single
           lump sum payment within twenty (20) days after the Date of
           Termination in an amount equal to one hundred twenty-five percent
           (125%) of twelve (12) months of the Executive's then current base
           salary".

                     1.3 Amendment to Section 6.d. Clause (iii) of the first
sentence of Section 6.d of the Agreement is hereby amended to read in its
entirety as follows:
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                     "(iii) a single lump sum payment within twenty (20) days
           after the Date of Termination in an amount equal to one hundred
           twenty-five percent (125%) of twelve (12) months of the Executive's
           then current base salary".


                       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.

           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 purpose.

           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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