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                                                                 EXHIBIT 10.11.4


                                 AMENDMENT NO. 5
                                       TO
                         POOLING AND SERVICING AGREEMENT


         This AMENDMENT NO. 5 (this "AMENDMENT"), dated as of September 4, 2001,
to the POOLING AND SERVICING AGREEMENT, dated as of February 12, 1997 (the
"POOLING AND SERVICING AGREEMENT"), as amended by Amendment No. 1, dated as of
May 30, 1997, Amendment No. 2, dated as of October 29, 1997, Amendment No. 3,
dated as of January 13, 1998, and Amendment No. 4, dated as of March 30, 2001
(the Pooling and Servicing Agreement as amended is hereinafter referred to as
the "AGREEMENT") by and among PIER 1 FUNDING, L.L.C., a Delaware limited
liability company (f/k/a Pier 1 Funding, Inc., a Delaware corporation), as
transferor (hereinafter, together with its successors and assigns, in such
capacity, referred to as the "TRANSFEROR"), PIER 1 IMPORTS (U.S.), INC., as
servicer (hereinafter, together with its successors and assigns, in such
capacity, referred to as the "Servicer"), and Wells Fargo Bank Minnesota,
NATIONAL ASSOCIATION (successor to The Chase Manhattan Bank, successor by merger
to Chase Bank of Texas National Association, f/k/a Texas Commerce Bank, National
Association, and hereinafter, together with its successors and assigns, in such
capacity, referred to as the "TRUSTEE").

                                   WITNESSETH:

         WHEREAS, the Transferor, Servicer and Trustee have entered into the
Agreement and desire to amend further the Agreement as hereinafter provided;

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

         SECTION 1. Defined Terms.

         "Effective Date" shall mean September 4, 2001.

         Unless otherwise defined herein, the terms used herein shall have the
meanings assigned to such terms in, or incorporated by reference into, the
Agreement.

         SECTION 2. Amendments to the Agreement.

         This Agreement is hereby amended, effective on the Effective Date, as
follows:

                  a. Section 1.1 of the Agreement shall be amended by deleting
the definitions of "Cash Equivalent," "Credit Card Agreement," "Credit Card
Originator," and "Receivables Purchase Agreement" in their entirety and by
replacing such defined terms with the following:

                  "Cash Equivalent" shall mean book-entry securities, negotiable
         instruments or securities represented by instruments in bearer or
         registered form which evidence, the maturity dates of which shall not
         be later than the expected distribution dates of the funds:


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         (i)      direct obligations of, and obligations fully guaranteed as to
                  timely payment of principal and interest by, the United States
                  of America, or any agency or instrumentality of the United
                  States of America the obligations of which are backed by the
                  full faith and Credit of the United States of America;

         (ii)     demand deposits, time deposits or certificates of deposit
                  (having original maturities of no more than 365 days) of
                  depository institutions or trust companies incorporated under
                  the laws of the United States of America or any state thereof
                  (or domestic branches of foreign banks), having a combined
                  capital and surplus of at least $100,000,000, and subject to
                  supervision and examination by federal and/or state banking or
                  depository institution authorities; provided that at the time
                  of the Trust's investment or contractual commitment to invest
                  therein, the short-term debt obligations of such depository
                  institution or trust company shall have the highest short-term
                  credit ratings available from both Moody's and Standard &
                  Poor's;

         (iii)    commercial paper (including both non-interest bearing discount
                  obligations and interest-bearing obligations) payable on
                  demand or on a specified date not more than 270 days after the
                  date of issuance thereof having the highest unsecured
                  short-term credit ratings from both Moody's and Standard &
                  Poor's, at the time of such investment;

         (iv)     demand deposits, time deposits and certificates of deposit
                  which are fully insured by the FDIC, with a Person the
                  commercial paper of which has the highest short-term credit
                  ratings available from both Moody's and Standard & Poor's;

         (v)      notes or bankers' acceptances (having maturities of no more
                  than 365 days) issued by any depository institution or trust
                  company referred to in (ii) above;

         (vi)     time deposits, other than as referred to in clause (iv) above,
                  with a Person the commercial paper of which has the highest
                  short-term credit ratings available from both Moody's and
                  Standard & Poor's;

         (vii)    investments in money market funds which have a credit rating
                  from both Moody's and Standard & Poor's in its highest
                  investment category and which shall invest only in Cash
                  Equivalents described in clauses (i) through (vi) of this
                  definition; provided, however, that any such investments would
                  not cause the Trust to become an "investment company" within
                  the meaning of the Investment Company Act;

         (viii)   repurchase obligations with respect to and collateralized by
                  any security described in clause (i) above entered into with a
                  depository institution or trust company (acting as principal)
                  of the type described in clause (ii) above; provided that the
                  Trustee has taken delivery of such security;


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         (ix)     any other relatively risk-free investments (excluding options)
                  approved in writing by each Rating Agency which would not
                  cause the Trust to become an "investment company" within the
                  meaning of the Investment Company Act.

         The Trustee may purchase from or sell to itself or an affiliate on
arm's-length terms, as principal or agent, the Cash Equivalents as listed above.
All Cash Equivalents shall be made in the name of the Trustee for the benefit of
the Certificateholders.

                  "Credit Card Agreement" shall mean the agreements between the
         Credit Card Originator of a "Pier 1 Charge Account" and "Cargo Charge
         Account" (as each such term is defined in its respective agreement),
         which owns such accounts and the related Obligor, governing the terms
         and conditions of such accounts, as such agreements may be amended,
         modified or otherwise changed from time to time and as distributed
         (including any amendments and revisions thereto) to such Obligors. An
         example of a Credit Card Agreement is attached as Exhibit F.

                  "Credit Card Originator" shall mean Pier 1 National Bank, a
         national banking association, and its successors and assigns and/or any
         other originator of Accounts.

                  "Receivables Purchase Agreement" shall mean (i) the
         Receivables Purchase Agreement, dated as of February 12, 1997, between
         Pier 1 and the Transferor, as may be amended, supplemented or otherwise
         modified, and (ii) any receivables purchase agreement between a
         transferor of the Accounts other than Pier 1 and the Transferor,
         substantially in the form of the receivables purchase agreement
         referred to in clause (i) above.

                  b. Section 1.1 of the Agreement shall be amended by inserting
the following defined terms in the applicable alphabetical order:

                  "Cargo" shall mean New Cargo Furniture, Inc., a Delaware
         corporation and Affiliate of Pier 1.

                  "Pier 1 National Bank" shall mean Pier 1 National Bank, a
         national banking association and Affiliate of Pier 1.

                  "Standard & Poor's" shall mean Standard & Poor's, a division
         of the McGraw-Hill Companies.

                  c. Section 1.1 of the Agreement shall be amended by deleting
the first sentence of each of the following definitions in its entirety and
replacing such sentence with the following:

                  "Account" shall mean an open end credit card account
         established pursuant to a "Pier 1 Charge Account" or "Cargo Charge
         Account" (as each such term is defined in its respective Credit Card
         Agreement), owned by the Credit Card Originator and specifically
         including each Initial Account, each Automatic Additional Account and
         each Supplemental Account, but shall exclude any Account all the
         Receivables in which are either reassigned or assigned to the
         Transferor or its designee or the Servicer in



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         accordance with the terms of this Agreement and any inactive Accounts
         which in accordance with the Credit Card Guidelines have been removed
         from the active computer records of the Credit Card Originator.

                  "Eligible Account" shall mean an open end credit card account
         established pursuant to a "Pier 1 Charge Account" or "Cargo Charge
         Account" (as each such term is defined in its respective Credit Card
         Agreement), owned by the Credit Card Originator which as of the Trust
         Cut-Off Date with respect to an Initial Account, on the date of
         creation thereof with respect to an Automatic Additional Account, or as
         of the related Addition Cut-Off Date with respect to a Supplemental
         Account, (a) payable in United States dollars, (b) has not been
         identified by the Credit Card Originator in its computer files as an
         account as to which the Credit Card Originator or the Servicer has any
         confirmed record of either (I) any fraud-related activity by the
         Obligor on such account, (II) any involvement of such account in a
         voluntary or involuntary bankruptcy proceeding, or (III) lost or stolen
         credit cards related to such account, (c) which has not been sold or
         pledged to any other party and which does not have Receivables which
         have been sold or pledged to any other party, (d) which was created in
         accordance with the credit and collection policies of the Credit Card
         Originator at the time of creation of such account or the Receivables
         in which each Rating Agency permits to be added automatically to the
         Trust, (e) the Receivables in which the Credit Card Originator has not
         charged off in its customary and usual manner for charging off
         Receivables in such Accounts as of the Closing Date (or, with respect
         to Supplemental Accounts as of the Addition Date and with respect to
         Automatic Additional Accounts, as of the date the Receivables of such
         Accounts are designated for inclusion in the Trust unless such Account
         is subsequently reinstated) and (f) which is not an Automatic
         Additional Account designated by the Transferor to be included as an
         Account after the Aggregate Addition Limit has been exceeded (unless
         the Rating Agencies shall have consented to the inclusion of such
         Automatic Additional Account as an Eligible Account).

                  d. Section 2.1 of the Agreement shall be amended by deleting
the last paragraph thereof in its entirety and by replacing it with the
following:

                  The Transferor hereby grants and transfers to the Trust, for
         the benefit of the Certificateholders, a security interest in all of
         the Transferor's right, title and interest in, to and under the
         Receivables and all other Trust Assets, to secure a loan in an amount
         equal to the unpaid principal amount of the Investor Certificates
         issued hereunder or to be issued pursuant to this Agreement, all
         interest accrued thereon and all other amount accrued or payable with
         respect thereto hereunder or under the applicable Supplement, and
         agrees that this Agreement shall constitute a security agreement under
         applicable law.

                  e. Section 3.4(b)(i) of the Agreement shall be amended by
deleting it in its entirety and by replacing it with the following:

                           (i) On each Business Day the Servicer shall prepare a
         completed Daily Report in a form which shall be mutually agreed upon by
         the Trustee or its agent, the Servicer and any other Person specified
         in any Supplement.


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                  f. Section 3.4(b)(ii) of the Agreement shall be amended by
deleting the parenthetical in lines 2 and 3 of this Section in its entirety.

                  g. Section 3.6(a) of the Agreement shall be amended by
deleting it in its entirety and by replacing it with the following:

                           Section 3.6. Servicing Report of Independent Public
         Accountants; Copies of Reports Available. (a) On or before the 120th
         day following the end of every second Transferor Fiscal Year (i.e.,
         twenty-four (24) month period), beginning with the Transferor Fiscal
         Year ending in calendar year 2000, the Servicer shall cause a firm of
         nationally recognized independent public accountants (who may also
         render other services to the Servicer or the Transferor) to furnish a
         report (addressed to the Trustee) to the Trustee and the Servicer to
         the effect that they have applied certain procedures agreed upon with
         the Servicer and examined certain documents relating to the servicing
         of Accounts under this Agreement and each Supplement and that, on the
         basis of such agreed upon procedures, such firm is of the opinion that
         the Servicer's assertion regarding the effectiveness of the internal
         control structure in effect on the date of such statement is fairly
         presented, or if the Servicer shall cause such report to be prepared
         during each Transferor Fiscal Year, then the Servicer shall deliver a
         report to the Trustee within thirty (30) days of receiving it. Such
         report shall set forth the agreed upon procedures performed. Any
         findings or exceptions, except for such exceptions believed to be
         immaterial as a result of the performance of such procedures, shall be
         set forth in such report. A copy of such report shall be delivered to
         each Investor Certificateholder by the Servicer and to each Enhancement
         Provider, if any, entitled thereto pursuant to the relevant Supplement.
         Notwithstanding anything in this Section 3.6(a) to the contrary, the
         Trustee shall, upon reasonable request to Servicer and no more than
         once each Transferor Fiscal Year, be entitled to examine the internal
         control structure and any documents related thereto in order to verify
         the Servicer's assertion regarding its effectiveness.

                  h. Section 9.1(a) of the Agreement shall be amended by
deleting it in its entirety and replacing it with the following:

                  (a) Pier 1, the Transferor, Pier 1 National Bank or any Holder
         of the Exchangeable Transferor Certificate shall fail generally to, or
         admit in writing its inability to, pay its debts as they become due or
         make an assignment for the benefit of its creditors; or a proceeding
         shall have been instituted in a court having jurisdiction in the
         premises seeking a decree or order for relief in respect of Pier 1, the
         Transferor, Pier 1 National Bank or any Holder of the Exchangeable
         Transferor Certificate in an involuntary case under any debtor Relief
         Law, or for the appointment of a receiver, liquidator, assignee,
         trustee, custodian, sequestrator, conservator or other similar official
         of such Person or for any substantial part of its property, or for the
         winding-up or liquidation, dissolution, reorganization or readjustment
         of its affairs or similar relief and, if instituted against the
         Transferor or any Holder of the Exchangeable Transferor Certificate
         (other than Pier 1 or Pier 1 National Bank), any such proceeding shall
         continue undismissed or unstayed and in effect, for a period of sixty
         (60) consecutive days, or any of the actions sought in such proceeding
         shall occur; or the commencement by Pier 1, the Transferor, Pier 1
         National Bank or any Holder of the Exchangeable Transferor Certificate,
         of a voluntary case under any Debtor Relief Law, or such Person
         seeking, consenting or acquiescing to the entry of an order for relief
         in an involuntary case under any Debtor Relief Law, or seeking,
         consenting or acquiescing to the


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         appointment of or taking possession by a receiver, liquidator,
         assignee, trustee, custodian, sequestrator, conservator or other
         similar official of such Person or for any substantial part of its
         property, or any general assignment for the benefit of creditors; or
         such Person or any Subsidiary of such Person shall have taken any
         corporate action in furtherance of any of the foregoing actions (any
         such event, an "Insolvency Event");

                  i. Section 10.1 of the Agreement shall be amended by deleting
the first five (5) lines of the fifth paragraph following subsection (d),
beginning with the word "then" and ending with the word "Servicer" before the
parenthetical in the fifth line, and replacing such material with the following:

                  . . . then, in the event of any Servicer Default, so long as
         the Servicer Default shall not have been remedied, either the Trustee
         at the direction of the Holders of Investor Certificates evidencing
         more than 50% of the aggregate unpaid principal amount of all Investor
         Certificates or such Holders themselves, by notice given to the
         Servicer (. . . .

         SECTION 3. Execution in Counterparts.

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

         SECTION 4. Consents; Binding Effect.

         The execution and delivery by the Transferor, the Servicer and the
Trustee of this Amendment shall constitute the written consent of each of them,
as required by Section 13.1 of the Agreement, to this Amendment.

         On the Effective Date, this Amendment shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and
assigns.

         SECTION 5. Governing Law.

         This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.

         SECTION 6.  Severability of Provisions.

         Any provision of this Amendment which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceabilty without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

         SECTION 7. Captions.

         The captions in this Amendment are for convenience of reference only
and shall not define or limit any of the terms or provisions hereof.


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         SECTION 8. Agreement to Remain in Full Force and Effect.

         Except as amended hereby, the Agreement shall remain in full force and
effect and is hereby ratified, adopted and confirmed in all respects. This
Amendment shall be deemed to be an amendment to the Agreement. All references in
the Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of
like import, and all references to the Agreement in any other agreement or
document shall be deemed to refer to the Agreement as amended hereby.

         IN WITNESS WHEROF, the parties hereto have caused this Amendment to be
executed as of the Effective Date.


                  TRANSFEROR:               PIER 1 FUNDING, L.L.C.,
                                            a Delaware limited liability company



                                                By:  /s/ J. RODNEY LAWRENCE
                                                    ---------------------------
                                                    J. Rodney Lawrence,
                                                    Senior Vice President



                  SERVICER:                 PIER 1 IMPORTS (U.S.), INC.,
                                            a Delaware corporation



                                            By:  /s/ J. RODNEY LAWRENCE
                                                --------------------------------
                                                J. Rodney Lawrence, Senior Vice
                                                President



                  TRUSTEE:                  WELLS FARGO BANK MINNESOTA,
                                            NATIONAL ASSOCIATION, as Trustee

                                            By:  /s/ SUE DIGNAN
                                                --------------------------------
                                                Sue Dignan
                                                Corporate Trust Officer