EXHIBIT 10(r)  Employment  Agreement dated April 12, 1999 between the Registrant
and H. Dane Reynolds

                              EMPLOYMENT AGREEMENT

         THIS  AGREEMENT,  made and  entered  into as of the 12th day of  April,
1999, by and between One Price  Clothing  Stores,  Inc., a Delaware  corporation
with its principal  place of business in  Spartanburg  County,  South  Carolina,
hereinafter referred to as "Employer," and H. Dane Reynolds, a resident of North
Carolina, hereinafter referred to as "Employee."

                              W I T N E S S E T H :

         For and in  consideration  of the mutual  covenants and promises of the
parties  hereto and the  benefits  inuring to the parties  hereto,  Employer and
Employee agree as follows:

1.       EMPLOYMENT.  Subject to the terms and conditions of this Agreement,
Employer  employees  Employee as its Senior Vice  President and Chief  Financial
Officer and  Employee  accept such  employment  with  Employer.  The  employment
hereunder  shall commence on the date the Employee  reports for full-time  work,
currently scheduled for April 12, 1999.

      2.  TERM. The employment hereunder shall continue for a term of two years,
unless terminated earlier, as hereinafter provided.

         3. DUTIES OF EMPLOYEE.  Employee shall serve Employer faithfully and to
the best of his ability.  Employee shall devote his full time and efforts to his
duties as an employee of the Employer.

4.       COMPENSATION AND BENEFITS.

(a)               Salary.  For all  services  rendered  to  Employer  under this
                  Agreement,  Employer  shall pay Employee an annual base salary
                  of not less than $240,000,  subject to annual review,  payable
                  in bi-weekly installments in accordance with the usual payroll
                  practice of Employer, less all legally required deductions.

(b)               Bonus.  Employee  shall be subject  to the  normal  management
                  bonus  structure,   as  approved  annually  by  the  Board  of
                  Directors,  provided,  however,  that  solely for fiscal  1999
                  Employee  shall be entitled to a guaranteed  bonus of $30,000,
                  payable  upon  payment  of 1999  bonuses  to other  management
                  personnel, anticipated to be in March of 2000.


(c)               Special Stock Option. As an inducement to Employee joining the
                  Company,  Employee  shall  receive  a grant  of  40,000  stock
                  options for the purchase of shares of Employer's common stock,
                  with an  exercise  price  equal to the average of the high and
                  low  sales  price  per  share  of  such  common  stock  on the
                  effective  date of this  agreement,  exercisable  twenty  (25)
                  percent annually commencing twelve (12) months from the day of
                  grant.  The "grant date" of such options  shall be the day the
                  Employee reports for full-time work. Employee  understands and
                  agrees to file a Form S-8 with  respect to such  options  with
                  the Security and Exchange Commission.

(d)               Loan.  A loan of $70,000,  bearing  interest at a rate of __ %
                  per annum will be made to Employee  upon  commencement  of his
                  employment. Such loan shall be repaid, along with all interest
                  accrued and unpaid,  within 30 days of the sale of  Employee's
                  home in North Carolina;  provided, however, that such loan and
                  interest shall, in any event, be due and payable no later than
                  twelve  months  from  the  effective  date of this  agreement.
                  Employee  agrees to sign a loan agreement and promissory  note
                  with the Company evidencing said loan and repayment terms.

(e) Other Benefits.

(i)                        During the term of his employment,  Employee shall be
                           entitled to participate  in all employee  benefits as
                           are customarily provided to its officers by Employer,
                           and to participate in such other employee benefits as
                           may from  time to time be  instituted  by  Employer's
                           Board of Directors.

(ii)                       Employee shall also be entitled to  reimbursement  of
                           all reasonable hotel, travel, entertainment and other
                           business  expenses  actually  incurred by Employee in
                           the course of Employee's  employment  upon submission
                           to Employer of satisfactory documentation thereof.

(f)      Moving Expenses.  Employer shall reimburse Employee for:

(i) House  Hunting trip to include two nights,  three days to include  meals and
lodging.

(ii)                       Transportation  of household  goods and effects,  and
                           not more than (1) automobile,  plus mileage  incurred
                           driving car(s) from North Carolina to South Carolina.

(iii)                      Upon reporting for work Employer  agrees to reimburse
                           Employee  for up to six (6)  months  for the  cost of
                           interim living expenses,  such reimbursement to cover
                           lodging only.  Total cost of interim  living  expense
                           not to exceed $5,000.

(iv)                       Employer  shall  pay  brokerage  fees  up to  6%  and
                           similar  expenses  related to the sale of  Employee's
                           home  and  for  loan  origination  fees  up to 1% for
                           purchase  of a new home.  This  payment  will be made
                           upon  presentation of  documentation  on or after the
                           first day of employment.


(g)                    Payments Upon Termination.

(i)                   In the event  Employee is terminated by Employer,  without
                      cause, Employer shall continue Employee's salary following
                      Employee's  termination  for six (6) additional  months at
                      Employee's  annual  base  salary  in effect at the date of
                      Employee's   termination,   payable  in  accordance   with
                      Employer's usual payroll practices.

(ii)                  In  addition,  provided  Employee has  diligently  pursued
                      another position following his involuntary termination, in
                      the event  Employee has not taken a position  with another
                      entity   (including   a  position   with  a  company,   or
                      partnership,  or substantially  full-time self employment)
                      by the end of six  months  from  the  date  of  Employee's
                      involuntary termination, Employer shall pay to Employee up
                      to an additional six (6) months salary  continuation  on a
                      bi-weekly basis so long as other employment has not begun,
                      and Employee is continuing to  diligently  pursue  another
                      position.  Employer  shall be  entitled  to  receive  from
                      Employee, upon request,  reasonable proof of such diligent
                      efforts(s) to pursue another position, failing which, such
                      additional six months of salary shall cease.

                      (iii) In the event  Employee  voluntarily  terminates  his
                      employment with Employer, or is terminated for "cause", he
                      shall be  entitled  to no  additional  payment  upon  such
                      termination other than any then accrued but unpaid salary,
                      vacation pay, or other normal reimbursement items. "Cause"
                      shall mean (a)  commission by Employee of any felony,  (b)
                      the  commission by Employee of any crime or other activity
                      involving   dishonesty   or  moral   turpitude,   (c)  the
                      engagement    by   Employee   in   any   act   of   fraud,
                      misappropriation   or   similar   misfeasance,   (d)   the
                      engagement by Employee in any activity in contravention of
                      paragraph  5  hereof   ("Confidential   Information")   or
                      otherwise  resulting  in  a  material  adverse  effect  to
                      Employer or (e) repeated  non-attentiveness by Employee to
                      his duties under this Agreement,  provided,  however, that
                      prior  to  any  termination   based  on  cause  hereunder,
                      Employee  shall  have  received  written  notice  from the
                      President & CEO and the Chairman of the Board of Directors
                      stating in reasonable  detail the basis therefor and shall
                      be given an  opportunity  to meet  with  such  individuals
                      regarding the grounds for such termination.

(h)  Change of Control. In the event the Employee's  employment with the Company
     is terminated by the Employer  without  Cause,  or for "Good Reason" by the
     Employee,  within 24 months  after  "Change of  Control"  of  Employer  (an
     "Employment Event"),  then Employer shall pay to Employee, in one lump sum,
     an amount  equal to  eighteen  (18)  months  severance  pay rather than the
     maximum of twelve (12) months  severance pay currently  provided for in the
     Agreement.  Termination for "Good Reason" shall be deemed to have occurred,
     and the Employee  shall be entitled to the benefits of this  provision,  if
     the Employee  voluntarily  terminates his employment  after 30 days written
     notice to Employer and  following  the  occurrence  of any of the following
     events, provided a "Change of Control" has occurred:


                  (i)    the   assignment   to  the   Employee   of  any  duties
                         inconsistent  with  the  highest  position   (including
                         status, offices, titles and reporting
        requirements),  authority,  duties or  responsibilities  attained by the
        Employee  during the period of his  employment  with the Employer or any
        action by the Employer which results in a material  diminishment in such
        position,  authority,  duties  or  responsibilities  as were  in  effect
        immediately prior to the Change of Control;

   (ii)  a decrease in the Employee's compensation (including base salary, bonus
         or fringe benefits)

   (iii) relocation  by Employer of the Employee  more than 50 miles  outside of
         the Greenville/Spartanburg area of South Carolina; or

   (iv)  failure of any successor of the Employer to comply with this Agreement.

         In  consideration  for the benefits  conferred  to Employee  under this
         provision,  in the absence of an Employment  Event  Employee  agrees to
         continue his employment, following a "Change of Control," for a minimum
         period of six (6) months.

         In  addition,  should a "Change of Control"  occur,  all stock  options
         granted by Employer to Employee,  and not yet expired as of the date of
         such "Change of Control," shall become immediately exercisable. In such
         event,  the  normal  expiration  date  shall  apply  to  such  options,
         provided,  however,  that Employee  shall have 90 days to exercise such
         options in the event of termination following an Employment Event.

         For  purposes  hereof,  "Change  of  Control"  shall be  deemed to have
occurred following either of the following two events:

(i)               A change in the Board of Directors  of the  Company,  with the
                  result  that   members  of  the  Board,   as  elected  by  the
                  stockholders  of the  Company  on June  10,  1998  ("Incumbent
                  Directors"),  no longer  constitute  a majority of such Board,
                  provided  that any  person who  becomes a  director  and whose
                  appointment  or election  was  supported  by a majority of the
                  Incumbent  Directors shall be considered an Incumbent Director
                  for purposes hereof; or;

(ii)              The  occurrence of a Section 11 (a) (ii) Event,  as defined in
                  the  Shareholders  Rights  Agreement,  dated November 3, 1994,
                  between  Wachovia  Bank of North  Carolina,  N.A.,  as  Rights
                  Agent, and Employer ("Right Agreement"), as amended, provided,
                  however, that for those purposes the applicable percentage for
                  a Change of Control to arise from a change in stock  ownership
                  shall  be 40%  and  not  20%  as  provided  for in the  Rights
                  Agreement.



5.   CONFIDENTIAL INFORMATION.  Employee acknowledges that during his employment
     he will have access to confidential  information belonging to the Employer.
     Such confidential information shall consist of all information disclosed to
     Employee as a result of employment  by Employer not generally  known in the
     retail  business  in  which  Employer  is  engaged  including   information
     concerning Employer's suppliers,  including the costs, quantities and types
     of  goods  supplied,  and  the  identity  of  such  suppliers;  information
     concerning the Employer's  marketing  and/or sales strategy or plans;  real
     estate strategy and expansion  plans; all pricing  information  relating to
     merchandise  offered  for  sale  by  Employer,   customers'  list  and  all
     information  dealing  with  customers'  needs  or  preferences;   all  data
     processing  information;  all  financial  information  including  financial
     statements,  financing  plans and  forecasts,  and any and all  information
     designated or marked as confidential. Employee will not use or disclose, or
     otherwise made available, such confidential information to any other person
     or entity without prior express written consent of Employer,  either during
     or following the termination of Employee's employment.  Upon termination of
     employment,  Employee  shall turn over to Employer all property then in his
     possession or custody belonging to Employer and shall not retain any copies
     or  reproductions  of  correspondence,   memoranda,   reports,   notebooks,
     drawings,  photographs,  or  other  documents  relating  in any  way to the
     affairs of Employer. 

6.   NON-COMPETITION.

            (a)   Upon  termination  of  Employee's  employment  with  employer,
                  whether voluntary or involuntary,  and whether with or without
                  cause,  Employee  will not,  for a period of one (1) year from
                  date of such  termination,  conduct or engage in,  directly or
                  indirectly,  alone  or  jointly,  with  any  other  person  or
                  corporation   as   agent,   consultant,   employee,   manager,
                  purchaser, proprietor, stockholder,  co-partner, or otherwise,
                  and type of "Off-price"  retail  apparel  business whose price
                  points and/or customer base could  reasonably be considered in
                  competition  with the business of  Employer,  either now or at
                  the time of such termination.  Ceiling price points and single
                  price  point  concepts  shall be  included.  This  restriction
                  applies to the continental United States.

            (b)   Employee  agrees  not to  employ or cause to be  employed  any
                  other  employee  of  Employer  for a period of three (3) years
                  after Employee's  termination of employment.  This restriction
                  applies to
                    any type of business which Employee may enter.

7.     RELEASE.  In the event of involuntary  termination,  and in consideration
       for Employer's agreements hereunder, Employee agrees to execute a release
       in favor of Employer in form and  substance  reasonably  satisfactory  to
       Employer.


8.   NOTICES. All notices, consents, changes of address and other communications
     (hereinafter  referred to as  "Notice(s)"  required or permitted to be made
     under  the terms of this  Agreement  shall be in  writing  and shall be (i)
     personally delivered by an agent of the relevant Party, or (ii) transmitted
     by postage prepaid, certified or registered mail:

                           To Employer:     One Price Clothing Stores, Inc.
                                            Post Office 2487
                                            Spartanburg, SC 29304-2487

                           To Employee:     H. Dane Reynolds



9.   WAIVER OF BREACH.  The waiver of  Employer  of a breach by  Employee of any
     provision of this  Agreement  shall not operate or be construed as a waiver
     of any  subsequent  breach by Employee.  No waiver shall be valid unless in
     writing and signed by an authorized officer of Employer.

10.  ASSIGNMENT.  Employee  acknowledges  that the  services  to be  rendered by
     Employee are unique and personal. Accordingly,  Employee may not assign any
     Employee's rights or delegate any of Employee's duties or obligations under
     the Agreement.  The rights and obligations of Employer under this Agreement
     shall inure to the benefit of an all be binding upon the Employer,  and its
     successors and assigns.

11.  REPRESENTATIONS  AND  WARRANTIES.   Employee  represents  and  warrants  to
     Employer  that he is under not  obligation to or bound by any contract with
     any person,  corporation or other entity which would prohibit or in any way
     interfere with the  performance  of his duties and  obligations to Employer
     under this Agreement.

12.  SEVERABILITY. If any provision of this Agreement as applied to either party
     or to any  circumstances  shall be  adjudged  by a court to be  invalid  or
     unenforceable,  the same shall in no way affect any other provision of this
     Agreement,  or the  application  of each  provision  to any  other  fact or
     circumstances.

13.  ENTIRE AGREEMENT,  MODIFCATION OR AMENDMENT. This Agreement constitutes the
     entire  agreement  of the parties  with  respect to its subject  matter and
     supersedes  all prior oral or written  agreements.  This  Agreement  may be
     modified  or  amended  from  time to time by the  mutual  agreement  of the
     parties  hereto.  No  modification  or amendment of this Agreement shall be
     binding upon either party unless it is in writing and executed by the party
     sought to be charged.

14.  COUNTERPARTS. This Agreement may be executed in one or more counter- parts,
     all of which taken together shall constitute one instrument.


15.  CAPTIONS.The  captions  contained  in  this  Agreement  are  for  reference
     purposes only and shall not affect in any way the meaning or interpretation
     of this Agreement.

16.  GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
     accordance  with the laws of the State of South  Carolina,  without  giving
     effect to South Carolina's rules of conflicts of law, and regardless of the
     place or places of its physical execution and performance.

17.  ENFORCEMENT.  This  Agreement  may only be enforced in a court of competent
     jurisdiction  in Spartanburg  County,  South  Carolina.  Employee agrees to
     submit  to  the  jurisdiction  of a  court  of  competent  jurisdiction  in
     Spartanburg County,  South Carolina,  whether or not then residing in South
     Carolina.  The prevailing party shall be entitled to recover from the other
     party the cost of any court action, including reasonable attorney's fees.




  IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of the
date first above written.

 Witnesses:                                      One Price Clothing Stores, Inc.

 /s/ Diane O'Bryant                              By:  /s Larry I. Kelley
                                                      Larry I. Kelley
                                                      President &
                                                      Chief Executive Officer
         As to Employer
                                                             "EMPLOYER"

                                                              (SEAL)

         /s/ Diane O'Bryant              

                                                      /s/ Howard D. Reynolds    
         As to Employee