UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

|x|  Annual Report  Pursuant To Section 13 or 15(d) Of The  Securities  Exchange
     Act of 1934 (No Fee Required) For the fiscal year ended January 29, 2000

                                        OR

| | Transition Report Pursuant To Section 13 or 15(d) Of The Securities Exchange
    Act of 1934 (No Fee Required) For the transition period from

    Commission file number 0-15385
                           -------

                           ONE PRICE CLOTHING STORES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                    Delaware                            57-0779028
---------------------------------------------  ---------------------------------
(State or other jurisdiction of organization)  (IRS Employer Identification No.)

             1875 East Main Street
          Highway 290, Commerce Park
             Duncan, South Carolina                          29334
 --------------------------------------------------  ---------------------------
         (Address of principal executive offices)         (Zip Code)

  Registrant's telephone number, including area code:  (864) 433-8888

  Securities registered pursuant to Section 12(b) of the Act:          None

  Securities registered pursuant to Section 12(g) of the Act:

                          Common stock, $0.01 Par Value
 -------------------------------------------------------------------------------
                                 (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes x No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of April 14, 2000: common stock, $0.01 Par Value - $28,840,796

The number of shares  outstanding of the issuer's  classes of common stock as of
April 14, 2000: common stock, $0.01 Par Value - 10,499,091 shares

DOCUMENTS INCORPORATED BY REFERENCE
Portions  of the  proxy  statement  to be  filed  with  respect  to  the  annual
shareholders  meeting to be held June 7, 2000 are incorporated by reference into
Part III.


<PAGE>



PART I

ITEM 1.     BUSINESS

General

One Price Clothing Stores,  Inc. (the "Registrant" or the "Company")  operates a
chain of  off-price  specialty  retail  stores  offering a wide variety of first
quality, contemporary,  in-season apparel and accessories for the entire family.
During fiscal 1997, the Company  expanded its  merchandise  offerings to include
additional categories and styles of merchandise to be sold at price points other
than its previous  uniform $7 price point.  This  merchandise  mix expansion was
designed to meet customer demand for items that the Company could not profitably
offer for sale at a retail  price of $7. The Company  purchases  merchandise  at
heavily discounted prices in large quantities from a broad mix of manufacturers,
jobbers,  importers  and other  suppliers.  The Company is able to acquire  such
merchandise at heavily  discounted  prices because of imbalances  between supply
and demand,  order cancellations and vendor needs for liquidity.  The Company is
able to take  advantage of these  circumstances  because of its  willingness  to
purchase  large  quantities and to buy goods later in the season than many other
retailers.  This  purchasing  strategy  allows the  Company to obtain  favorable
prices  and to  react  quickly  to  seasonal  fashion  preferences  and  weather
conditions affecting consumer spending. It is the Company's policy to offer only
first  quality  apparel;  the Company does not  purchase  "seconds" or irregular
merchandise from its suppliers.

Company History and Organization

The Company  opened its first  store in August  1984.  On  February  9, 1994,  a
wholly-owned subsidiary of the Company, One Price Clothing of Puerto Rico, Inc.,
was  incorporated  in Puerto Rico.  It commenced  operations on May 28, 1994. On
January 31, 1997, a wholly-owned  subsidiary of the Company,  One Price Clothing
-- U.S. Virgin Islands,  Inc. was  incorporated in the U. S. Virgin Islands.  It
commenced  operations  on March  20,  1997.  On June 11,  1997,  a  wholly-owned
subsidiary,  One Price Realty, Inc., was incorporated in South Carolina,  to own
the Company's  corporate  offices and distribution  center facilities in Duncan,
South Carolina.  As used herein,  unless the context  otherwise  indicates,  the
"Company" refers to (i) One Price Clothing Stores, Inc., a Delaware corporation,
(ii) the  immediate  predecessor  of One Price  Clothing  Stores,  Inc., a South
Carolina  corporation of the same name,  (iii) the South Carolina  corporation's
predecessor, a North Carolina corporation organized in 1984 under the name J. K.
Apparel,  Inc.,  (iv) One Price  Clothing of Puerto  Rico,  Inc.,  (v) One Price
Clothing - U.S. Virgin Islands, Inc., and (vi) One Price Realty, Inc.

Industry Segments

The Company operates in only one industry  segment.  All of the Company's assets
and significant  revenues and pre-tax earnings relate to retail sales of apparel
and  accessories to the general public through  Company-operated  stores.  Other
than operations in Puerto Rico and the U.S.  Virgin Islands,  the Company had no
operations  outside the continental  United States at the end of fiscal 1999 and
no  export  sales.  Reference  is  hereby  made  to the  consolidated  financial
statements  included in Part II for information about the Company's assets,  net
sales and profitability.

Operations

The Company  operates a chain of off-price  specialty  retail stores  offering a
wide variety of first quality,  contemporary,  in-season apparel and accessories
for the entire family. Prior to fiscal 1997, this merchandise was offered at the
uniform retail price of $7. The Company currently offers most of its merchandise
at or below a base  price of $8 and offers  certain  additional  categories  and
styles priced higher than $8 when the Company  believes that such merchandise is
clearly desired by the Company's  customers.  Such higher priced  merchandise --
including denim,  dresses,  coordinated sets, sweaters and heavier jackets -- is
offered  primarily  within the $10 to $15 price  range.  The  Company  currently
offers men's apparel in approximately 220 stores.

The Company  registered  the trademark "One Price" with the United States Patent
and Trademark Office in June 1990 for a ten-year period with the option to renew
prior to  expiration.  The Company  has applied for renewal for this  trademark.
This trademark was accorded incontestable status by the United States Patent and
Trademark Office.  The Company  registered the trademark "OPC Fashions" with the
United States Patent and Trademark  Office in January 1999 for a ten-year period
with the option to renew prior to  expiration.  The Company  considers  the "One
Price" and "OPC  Fashions"  trademarks  to be valuable  and  significant  to the
conduct of its  business.  The Company has also  registered  "Ropa de Ninos a un
Precio" and "OPC" in the United States.  In accordance  with the Company's plans
to enter the New England market under a new name during fiscal 2000, the Company
has  applied  for  registration  of  the  "OPC  BestPrice!,"   "BestPrice!"  and
"BestPrice! Fashions" trademarks.

The One Price Store. The Company's typical store has approximately  3,400 square
feet, of which  approximately 2,600 square feet is devoted to selling space. The
Company's current strategy is to open stores with a somewhat larger selling area
than this average and the Company expects to continue this approach.  All of the
Company's  stores are located in leased  facilities  with  convenient  access to
adequate parking or public  transportation.  At January 29, 2000,  approximately
80% of the  Company's  stores  were  located in strip  shopping  centers and the
remaining  stores  were  located in central  business  districts  or malls.  The
Company does not franchise its stores.

The Company's stores are typically located in communities with populations of at
least  40,000  people,  as  well as in  large  metropolitan  areas.  Most of the
Company's  stores are open seven days a week and typical  hours of operation are
from 10:00 a.m.  until 7:00 p.m. or 9:00 p.m.,  Monday  through  Saturday,  with
shorter hours on Sunday. A typical store employs a full-time manager, one or two
full-time   assistant  managers  and  up  to  ten  additional   part-time  sales
associates.

The Company's  stores are designed for customer  convenience  and for attractive
presentation  of  merchandise.  All  apparel  is  displayed  on  hangers  and is
organized by classification, style and color, with in-store signage and graphics
that promote a pleasant shopping environment and customer convenience.

The Company's store  operations  department is headed by a Senior Vice President
of Stores who is assisted by regional and district sales  managers.  Each of the
six regional sales managers is responsible  for  approximately  nine  districts.
Each  district  sales manager is  responsible  for  approximately  12 stores and
visits  each  store  in  his or her  district  on a  regular  basis  to  provide
assistance  in  promoting   sales,   training,   store  layout  and  merchandise
presentation,  and  to  monitor  adherence  to  the  Company's  operational  and
management policies.

Store  Locations and Expansion.  At January 29, 2000,  the Company  operated 636
stores in 27 states,  the District of Columbia,  Puerto Rico and the U.S. Virgin
Islands.  The  Company  opened 31 stores,  relocated  or  expanded 20 stores and
closed 13 underperforming stores in fiscal 1999. The Company anticipates that it
will open  approximately 50 new stores in fiscal 2000. The Company will continue
to monitor the  individual  performance  of all stores.  Currently,  the Company
foresees that it will close  approximately 15  underperforming  stores in fiscal
2000.

Purchasing. The Company's practice is to offer value to its customers by selling
desirable,  first quality apparel and  accessories at considerably  lower prices
than generally  would be available from  department  stores and other  specialty
retailers.  The Company  purchases its merchandise at heavily  discounted prices
and on favorable terms from manufacturers, jobbers, importers and other vendors.

The  Company  typically  is  able  to  purchase   merchandise  from  vendors  at
substantially discounted prices as a result of the following circumstances:  the
inability  of a  manufacturer  or  importer  to dispose of  merchandise  through
regular channels,  the discontinuance of merchandise because of changes in color
or  style,   over-production   by  manufacturers,   cancellation  of  orders  by
conventional  retail  stores,  the  need of  catalog  retailers  to  dispose  of
inventories of unordered catalog merchandise, and manufacturers' need to utilize
excess capacity or import quota or need for liquidity. The Company's ability and
willingness to purchase in large  quantities and its reputation for  reliability
in the industry provide the Company with purchasing advantages. The Company buys
its  merchandise  opportunistically  which  includes the purchase of merchandise
close to and during each selling season,  later than department stores and other
specialty  retailers.  This purchasing  strategy permits the Company to react to
fashion  trends and  opportunistic  developments  during a selling  season.  The
Company also purchases selected merchandise in advance of a selling season.

During fiscal 1999, the Company  purchased  merchandise from  approximately  850
vendors,  including  manufacturers,  jobbers,  importers and other  vendors.  No
vendor  accounted  for more than 10% of the  Company's  total  purchases for the
fiscal year. The number of vendors in any particular  fiscal year fluctuates due
to the Company's opportunistic buying strategy.

Although  there can be no assurance that the Company will be able to continue to
acquire  sufficient  quantities of first quality  merchandise at such low prices
and on favorable  terms,  the Company  continues to add new vendors and believes
that adequate sources of first quality  merchandise are available at appropriate
price  levels.  The Company  does not maintain  long-term or exclusive  purchase
commitments or arrangements with any vendor.

Corporate Offices and Distribution  Center. The Company's  corporate offices and
distribution center are located in Duncan, South Carolina. With the exception of
functions  performed by certain merchandise buyers (including those based in the
Company's New York City office), regional directors of real estate, district and
regional sales managers, loss prevention investigators and field audit personnel
and certain administrative functions performed in Puerto Rico, substantially all
purchasing, accounting and other administrative functions are centralized at the
corporate offices.

Merchandising.  The Company's  merchandising  strategy emphasizes  contemporary,
in-season  apparel  and  accessories  for  juniors,  misses,  plus-sized  women,
children  and  men.  The  Company   currently   offers  men's   merchandise   in
approximately  220  stores.  The  Company's  target  customers  are  value-  and
fashion-conscious  women,  primarily in lower- and middle-income  brackets.  The
Company  offers only first quality  merchandise  and emphasizes the value of its
merchandise  compared to similar  merchandise  sold  elsewhere at higher prices.
Women's  apparel sold by the Company  includes  contemporary  sportswear such as
knit tops,  blouses,  shirts,  pants,  shorts,  skirts,  dresses,  sweaters  and
blazers.  In fiscal 1997,  the Company began offering  additional  categories of
merchandise  such as outerwear,  denim and better  dresses.  Over the last three
fiscal years,  the proportions of most categories of merchandise the Company has
sold have remained  consistent and are as follows: As a percentage of net sales,
plus-sized  apparel sales were 21%;  accessory sales (such as scarves,  watches,
hair accessories,  handbags,  jewelry, fragrances and specialty gifts) were 12%;
and  children's  apparel  sales were 8%. As a percentage  of net sales,  women's
(juniors and misses)  apparel sales  decreased to 57% in fiscal 1999 compared to
59% in both fiscal 1998 and fiscal 1997. Men's apparel sales, established during
the fourth quarter of fiscal 1998, comprised 2% of net sales in fiscal 1999.

Inventory Monitoring.  The Company's management  information systems,  featuring
point-of-sale  cash registers and a computerized  inventory  management  system,
permit  management  to review each  store's  sales and  inventory on a daily and
weekly basis,  thereby enabling the Company to tailor its purchasing  strategies
and merchandise shipments to stores based on customer demand.

Distribution  Systems.  Substantially  all merchandise is shipped  directly from
vendors to the  Company's  distribution  center  where the goods are  inspected,
processed  and sent to the  Company's  stores.  Substantially  all  shipments to
stores are made by common carriers.

Change in Fiscal Year

In March 1996,  the Company  elected to change its fiscal year from the Saturday
nearest  December 31 to the  Saturday  nearest  January 31,  beginning in fiscal
1996.  This  change was made to conform  the  Company's  fiscal  calendar to the
seasonal  patterns it experiences,  as well as to enhance  comparability  of its
fiscal  quarterly and annual results with those of other retail  companies.  The
Company's tax year, however, ends on the Saturday nearest December 31.

Seasonality

The Company has historically  produced higher sales and operating results in the
first quarter (February - April) and second quarter (May - July) compared to the
third  quarter  (August - October)  and fourth  quarter  (November  -  January).
Management  is unable to  predict if this trend  will  continue  in the  future.
However,  management is developing  merchandise  strategies designed to increase
sales volume in the third and fourth quarters.

Working Capital Requirements

The Company's  revolving  credit  facility,  which provides up to $37,500,000 of
borrowing  capacity  (including  a  letter  of  credit  sub-facility  of  up  to
$25,000,000),   expires  in  March  2001.  Borrowings  under  the  facility  are
collateralized  by all  assets  owned  by the  Company  during  the  term of the
agreement   (other  than  the  land,   buildings,   fixtures  and   improvements
collateralizing  the mortgage loan discussed below).  The Company's  twenty-year
mortgage  agreement with a commercial bank of $8,125,000 is secured by the land,
buildings,  fixtures and  improvements  located at the Company's  Duncan,  South
Carolina  corporate  offices and  distribution  center.  The Company also has an
agreement,  as amended,  with a commercial  bank to provide a separate letter of
credit facility of up to $8,000,000 which expires on the earlier of June 2000 or
termination of the Company's  revolving credit facility with its primary lender.
These lending  agreements contain certain covenants and terms described in Items
7 and 8 of this report.

Merchandise  inventories  are  typically  purchased  on credit or,  for  certain
merchandise inventories from foreign suppliers, by the use of letters of credit.
All such purchases are paid in United States  dollars;  thus, the Company is not
subject to foreign  currency risks.  As a result of the Company's  opportunistic
buying  strategy  and to  ensure  that an  adequate  supply  of  merchandise  is
available  for  shipment to its  stores,  the  Company  may, at times,  invest a
significant amount of its working capital in merchandise inventories.

Revenues from retail sales are  recognized at the time of the sale.  The Company
accepts cash,  checks and certain major credit cards. All stores offer a liberal
exchange  and return  policy.  A reserve for  estimated  merchandise  returns is
recorded in the period that the merchandise is sold.

Customers

No  material  part of the  business of the  Company is  dependent  upon a single
customer or a few customers.

Competition

The  retail  apparel  industry  is  highly  competitive.  In  order  to  compete
effectively,  the Company is dependent upon its ability to purchase  merchandise
at substantial discounts. The Company competes with department stores, specialty
stores, discount stores, other off-price retailers and manufacturer-owned outlet
stores,  many of which are  owned by large  national  or  regional  chains  with
substantially greater resources than the Company. There can be no assurance that
other retailers with substantially  greater financial resources than the Company
will  not  adopt a  purchasing  and  marketing  concept  similar  to that of the
Company.  Management believes that the primary competitive factors in the retail
apparel industry are price,  quality,  fashion content,  variety of merchandise,
site  selection  and cost of  operation.  The Company  believes  that it is well
positioned in all of these areas to compete in its markets.

Environmental Factors

The  Company  is  not  aware  of  any  federal,  state  or  local  environmental
regulations that will materially  affect its operations or competitive  position
or require material capital expenditures.

Employees

At January 29, 2000, the Company had  approximately  4,300  employees,  of which
approximately 57% were full-time employees.  The Company,  like other retailers,
experiences a high turnover rate of full-time and part-time  store employees but
has not experienced excessive  difficulties in hiring qualified personnel.  None
of the Company's employees are covered by a collective  bargaining agreement and
management believes that the Company's relationship with its employees is good.

Private Securities Litigation Reform Act of 1995

See "Private Securities Litigation Reform Act of 1995" in Item 7.


<PAGE>



ITEM 2.     PROPERTIES

The Company leases all of its store locations.  At January 29, 2000, the Company
had 636 stores operating in 27 states, the District of Columbia, Puerto Rico and
the U. S. Virgin Islands.  The Company leases its stores under operating  leases
generally  with initial  terms of five years and with one to two renewal  option
periods of five years each. Leases typically contain kickout provisions based on
an  individual   store's  annual  sales  volume  and/or  the  shopping  center's
occupancy.  The leases  generally  provide for increased  rents  resulting  from
increases in operating costs and property  taxes.  Certain of the leases provide
contingent or percentage  rentals based upon sales volume,  and other stores are
leased on a  month-to-month  basis.  To date,  the Company  has not  experienced
difficulty  in  obtaining  leases  for  suitable  locations  for its  stores  on
satisfactory  terms.  Approximately  132 existing store leases  expire,  or have
initial lease terms  containing  lessee  renewal  options that may be exercised,
during fiscal 2000.  Management  believes that the Company will not experience a
significant  increase in lease expense as a result of exercising renewal options
or negotiating  additional  lease terms for such  locations.  The following is a
list of store locations as of January 29, 2000:

<TABLE>
<S>                                                                     <C>
                                                                          NUMBER OF
    STATE                                                                  STORES
    -----                                                                ----------
    Alabama.............................................................     13
    Arizona.............................................................     11
    Arkansas............................................................      5
    California..........................................................     57
    Florida.............................................................     68
    Georgia.............................................................     39
    Illinois............................................................     30
    Indiana.............................................................     10
    Kansas..............................................................      3
    Kentucky............................................................      4
    Louisiana...........................................................     18
    Maryland............................................................     16
    Michigan............................................................     17
    Mississippi.........................................................     12
    Missouri............................................................     17
    North Carolina......................................................     31
    New Jersey..........................................................     10
    New Mexico..........................................................      5
    New York............................................................     13
    Ohio................................................................     16
    Oklahoma............................................................      7
    Pennsylvania........................................................     20
    Puerto Rico.........................................................     30
    South Carolina......................................................     34
    Tennessee...........................................................     21
    Texas...............................................................     97
    U.S. Virgin Islands.................................................      2
    Virginia............................................................     22
    Washington, DC......................................................      4
    Wisconsin...........................................................      4
                                                                           ----
    TOTAL STORES........................................................    636
                                                                           ====
</TABLE>

The Company's corporate offices and distribution center, occupying approximately
500,000 square feet, are located in Duncan,  South Carolina on  approximately 75
acres which are owned by the Company.  The Company's  facilities are expected to
be able to support the Company's planned growth over the next several years. The
Company's  borrowings  under its  mortgage  loan  facility  are  secured  by the
Company's  real  property  located  at its  corporate  offices  including  land,
buildings, fixtures and improvements. Borrowings under the credit agreement with
the primary lender are  collateralized by all assets owned by the Company during
the  term  of the  agreement  other  than  the  land,  buildings,  fixtures  and
improvements collateralizing the mortgage loan.


<PAGE>



ITEM 3.            LEGAL PROCEEDINGS

From time to time, the Company is a defendant in legal actions  involving claims
arising in the normal course of its business.  The Company  believes  that, as a
result of its legal defenses and insurance  arrangements,  none of these actions
presently  pending,  even if decided  adversely,  would have a material  adverse
effect on its financial position, results of operations or cash flows.

ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the Company's fiscal year.

PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
         MATTERS

The  Company's  common  stock is traded  under the symbol  ONPR in the  National
Market  System of NASDAQ.  As of April 14, 2000,  there were  approximately  400
shareholders of record.

Since its inception,  the Company has never paid cash  dividends.  The Company's
credit  agreement  contains  covenants which,  among other things,  prohibit the
Company from paying  dividends.  Currently,  the Board of  Directors  intends to
continue its policy of retaining  earnings for  operations,  debt  repayment and
expansion of the business.

The quarterly high and low sales prices of the Company's  common stock as quoted
by NASDAQ are shown below.

                        Fiscal Year Ended                  Fiscal Year Ended
                        January 29, 2000                    January 30, 1999
                       -----------------                   ----------------
                       High           Low               High             Low
         First        5 3/4          3 11/16           3 3/16           1 1/8
         Second       5 9/16         3 5/8             4 1/2            2 7/16
         Third        5 1/16         3 1/16            4 7/16           2 3/8
         Fourth       3 31/32        2 5/32            5 3/4            3 7/8














<PAGE>



ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

The  following  table  presents  selected  consolidated  financial  data for the
Company  for each of the five  fiscal  years ended  December  30,  1995  through
January 29,  2000,  including  the 5-week  period  ended  February 3, 1996 ("the
Transition Period"), resulting from the Company's change in fiscal year end. The
selected consolidated financial data as of January 29, 2000 and January 30, 1999
and for the fiscal years ended  January 29,  2000,  January 30, 1999 and January
31, 1998,  are  extracted  from the  Company's  audited  consolidated  financial
statements and should be read in  conjunction  with the  consolidated  financial
statements  and the notes  thereto  included  under Item 8 of this Form 10-K and
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  included  under  Item 7 of this  Form  10-K.  Selected  consolidated
financial  data  as of and for all  other  periods  were  derived  from  audited
consolidated financial statements not contained within this Form 10-K.

<TABLE>
<S>                                                  <C>           <C>    <C>    <C>    <C>    <C>
                                                                                                        Transition     Fiscal Year
                                                                     Fiscal Year Ended                 Period Ended       Ended
                                                   --------------------------------------------------------------------------------
                                                     January 29, January 30, January 31, February 1,     February 3,   December 30,
                                                        2000         1999        1998        1997          1996          1995
                                                   ------------ ----------- ----------- ----------- --------------- ---------------

  Dollars in thousands except per share amounts

  1     Net sales                                $     336,847     328,059     302,285      298,986         15,022       294,692
  2     Restructuring (credit) charge            $          --        (385)      2,265           --             --            --
  3     Income (loss) before income taxes and
          cumulative effect of changes in
          accounting principles                  $       7,809       5,497     (13,493)      (1,994)        (9,091)       (2,595)
  4     Income (loss) before cumulative effect
          of changes in accounting principles    $       7,074       4,383     (11,320)      (1,267)        (5,634)       (1,304)
  5     Cumulative effect on prior years of
          changes in accounting principles       $          --          --          --           --         (1,090)           --
  6     Net income (loss)                        $       7,074       4,383     (11,320)      (1,267)        (6,724)       (1,304)
  7     Current assets                           $      57,064      55,387      48,331       61,891         52,517        35,990
  8     Long-term assets                         $      38,891      37,440      39,781       39,076         41,663        43,374
  9     Total assets                             $      95,955      92,827      88,112      100,967         94,180        79,364
  10    Current liabilities                      $      40,921      44,741      44,080       48,722         40,669        18,594
  11    Long-term debt                           $       7,582       7,755       7,915        4,868          6,447         6,579
  12    Deferred income tax liability            $          42          --          --          718            818         1,482
  13    Other noncurrent liabilities             $       2,809       2,914       3,095        2,317          1,089           828
  14    Shareholders' equity                     $      44,601      37,417      33,022       44,342         45,157        51,881
  15    Stores opened (closed) during the
          period, net                            #          18         (42)         15          (43)           (13)           60
  16    Stores operating at period-end           #         636         618         660          645            688           701
  17    Number of full and part-time employees
          at period-end                          #       4,300       3,900       4,269        4,105          4,574         4,841
  18    Weighted average number of common
          shares (000) -  diluted                #      10,580      10,494      10,436       10,401         10,335        10,314
  19    Number of common shares outstanding at
          period-end (000)                       #      10,489      10,440      10,436       10,436         10,335        10,335
  20    Diluted income (loss) per common share
          before cumulative effect of changes
          in accounting principles               $        0.67        0.42       (1.08)       (0.12)         (0.55)        (0.13)
  21    Cumulative effect on prior years per
          common share of changes in
          accounting principles                  $          --          --          --           --          (0.10)            --
  22    Diluted net income (loss) per common
          share                                  $        0.67        0.42       (1.08)       (0.12)         (0.65)        (0.13)
  23    Cash dividends declared per common
          share                                  $          --          --          --           --             --            --

</TABLE>

<PAGE>



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS

FINANCIAL SUMMARY

The following table sets forth, for the three most recent fiscal years,  certain
financial statement elements expressed as a percentage of net sales:

<TABLE>
<S>                                          <C>                   <C>                    <C>
                                                                    Fiscal Year Ended
                                              -------------------------------------------------------------
                                              January 29, 2000      January 30, 1999       January 31, 1998
                                              ---------------       ---------------        ----------------
PERCENTAGE OF NET SALES
Net sales                                         100.0%                100.0%                 100.0%
Cost of goods sold                                 64.0%                 64.6%                  66.8%
                                                   -----                 -----                  -----
Gross margin                                       36.0%                 35.4%                  33.2%
                                                   -----                 -----                  -----
Selling, general and administrative expenses       23.3%                 23.5%                  25.8%
Restructuring (credit) charge                       0.0%                 (0.1)%                  0.7%
Store rent and related expenses                     8.2%                  8.1%                   8.7%
Depreciation and amortization expense               1.6%                  1.6%                   1.7%
Interest expense                                    0.6%                  0.6%                   0.7%
                                                   -----                 -----                  -----
                                                   33.7%                 33.7%                  37.6%
                                                   -----                 -----                  -----

Income (loss) before income taxes                   2.3%                  1.7%                  (4.4)%
Provision for (benefit from) income taxes           0.2%                  0.4%                  (0.7)%
                                                   -----                 -----                  ------

Net income (loss)                                   2.1%                  1.3%                  (3.7)%
                                                   =====                 =====                  ======

Stores in operation at period-end                   636                   618                    660
                                                   =====                 =====                  ======
</TABLE>



FISCAL YEAR ENDED JANUARY 29, 2000 (FISCAL 1999) COMPARED TO FISCAL YEAR ENDED
JANUARY 30, 1999 (FISCAL 1998)
------------------------------

Net sales in fiscal 1999  increased  2.7% to $336.8  million  compared to $328.1
million in fiscal 1998. In fiscal 1999, the Company  achieved an increase in net
sales while  operating an average of 10 fewer  stores than in fiscal  1998.  The
increase in net sales is primarily due to the  Company's  strategy of continuing
to  offer  high-quality,   in-season  fashionable  merchandise,   combined  with
increasing  marketing  efforts,   including  signage,   direct  mail  and  other
advertising,  as well as opening larger stores with more desirable locations. In
fiscal 1999,  comparable  store sales  increased  2.5% for the year  compared to
fiscal 1998.  Comparable stores are those stores in operation at least 18 months
and there were 602 such stores at January 29, 2000.

During  fiscal  1999,  the Company  opened 31 stores,  relocated  or expanded 20
stores and closed 13  underperforming  stores.  In accordance with a decision to
limit new store  openings under the  restructuring  plan announced in the fourth
quarter  of  fiscal  1997,  the  Company  opened 7 stores  during  fiscal  1998,
relocated 5 stores and closed 49 underperforming stores.

Gross margin as a percentage  of net sales was 36.0% in fiscal 1999  compared to
35.4% in fiscal 1998. This increase in gross margin as a percentage of net sales
was primarily  achieved  through a combination of improved  original markups and
the  Company's  merchandise   management  strategies  which  emphasized  a  more
profitable product mix. Distribution costs as a percentage of net sales remained
flat  year-over-year  due  to  higher  levels  of  net  sales  and  the  Company
maintaining  levels  of  efficiencies   achieved  in  its  distribution  center.
Merchandising  costs  slightly  increased  as a  percentage  of net sales due to
adding resources  consistent with the Company's strategy of matching merchandise
to regional customer preferences.

Selling,  general and  administrative  ("SG&A") expenses decreased to 23.3% as a
percentage of net sales in fiscal 1999 from 23.5% in fiscal 1998.  This decrease
in SG&A expenses as a percentage of net sales was primarily achieved through the
leverage  provided by higher  year-over-year  net sales,  as well as a favorable
fourth  quarter 1999  adjustment  to match the Company's  workers'  compensation
liability  with annual  actuarial  estimates.  Total SG&A expenses  increased in
dollars  year-over-year  primarily due to increases in salaries and wages in the
Company's stores.  These increases were due to an increase in the average hourly
wage rate, which was partially offset by a decrease in average store hours.

Store rent and related  expenses  increased  to 8.2% of net sales in fiscal 1999
compared  to 8.1%  of net  sales  in  fiscal  1998  due to the  increase  in the
Company's  average  store  rent and  related  expenses.  Average  store rent and
related  expenses  increased by 5.6% in fiscal 1999 compared to fiscal 1998. The
increase in average  store rent and related  expenses  is  primarily  due to the
Company's store expansion strategy of opening larger, higher volume stores which
typically  are  more  costly  sites  with  higher  rents  while  closing  older,
underperforming stores which generally have lower average rent costs.

Depreciation and amortization expense as a percentage of net sales was leveraged
at 1.6% of net sales in both fiscal 1999 and fiscal 1998 due to the  increase in
year-over-year  net  sales.  Depreciation  and  amortization  expense in dollars
increased  in fiscal  1999 when  compared to fiscal  1998 due  primarily  to the
year-over-year increase in capital expenditures.

Interest  expense  was  leveraged  at 0.6% of net sales in both  fiscal 1999 and
fiscal 1998.  Interest expense in dollars decreased in fiscal 1999 when compared
to fiscal 1998. This decrease was primarily due to lower average  borrowings and
lower  average  interest  rates in fiscal 1999  versus  fiscal  1998,  which was
supported by the increase in cash flows from operating activities.

The  effective  income tax  provision  rate for fiscal 1999 was 9.4% compared to
20.3% in fiscal 1998.  The decrease in the Company's  effective  income tax rate
was primarily attributable to the favorable adjustment of the remaining deferred
tax asset valuation  allowance in fiscal 1999 compared to the smaller  favorable
valuation  allowance  adjustment in fiscal 1998.  Management  estimates that the
Company's effective income tax rate will be approximately 39% in fiscal 2000.

OUTLOOK

During fiscal 2000,  the Company will continue to focus its efforts on improving
sales in  existing  stores  while  maintaining  its margin and  cost-containment
targets. As part of this strategy,  the Company plans to continue to monitor the
merchandise mix and demographic  profiles of its stores.  The Company also plans
to increase the size of certain highly productive  stores.  The Company plans to
open approximately 50 new stores in fiscal 2000,  including  approximately 15 to
20 stores in New England. As a new market for the Company,  the Company plans to
operate under the name of "BestPrice! Fashions" in New England and any other new
market  areas.  During the first  quarter of fiscal 2000,  the Company has begun
tests of this new name in two  existing  markets.  The Company  also  expects to
close approximately 15 underperforming stores in fiscal 2000.

Average store rent and related  expenses are expected to increase in fiscal 2000
due to the  location and the  increase in the average  square  footage of stores
planned to open in fiscal  2000 and the closing of older,  lower-volume  stores.
Management will seek to leverage these increases  through improved average store
sales  volume.  Also,  the Company has  approximately  132 existing  leases that
expire or have initial lease terms  containing  lessee renewal options which may
be  exercised  in fiscal  2000.  Management  believes  that the Company will not
experience a material  increase in aggregate  store rents as a result of renewal
options or negotiating new lease terms for such locations.

Net income per diluted share for fiscal 1999 was $0.67; however, the application
of a tax rate  similar to that which the  Company  expects in fiscal  2000 would
have resulted in net income per diluted share of $0.46.

FISCAL YEAR ENDED JANUARY 30, 1999 (FISCAL 1998) COMPARED TO FISCAL YEAR ENDED
JANUARY 31, 1998 (FISCAL 1997)
------------------------------

Net sales in fiscal 1998  increased  8.5% to $328.1  million  compared to $302.3
million in fiscal 1997. In fiscal 1998, the Company  achieved an increase in net
sales while  operating an average of 27 fewer  stores than in fiscal  1997.  The
increase  in net sales  was  primarily  due to  merchandising  and  presentation
strategies   implemented  during  the  fourth  quarter  of  fiscal  1997.  These
strategies  included (i) clarifying  price points,  (ii) increasing  emphasis on
offering highly desirable, in-season fashionable merchandise and (iii) improving
merchandise  displays,  window  graphics and in-store  signage.  In fiscal 1998,
comparable  store sales  increased  9.1% for the year  compared to fiscal  1997.
Comparable  stores are those  stores in  operation  at least 18 months and there
were 571 such stores at January 30, 1999.

In  accordance   with  a  decision  to  limit  new  store   openings  under  the
restructuring  plan  announced in the fourth quarter of fiscal 1997, the Company
opened  7  stores  during  fiscal  1998,   relocated  5  stores  and  closed  49
underperforming  stores.  The  Company  opened 64  stores  during  fiscal  1997,
relocated 13 stores and closed 49 underperforming stores.

Gross margin as a percentage  of net sales was 35.4% in fiscal 1998  compared to
33.2% in fiscal 1997. This increase in gross margin as a percentage of net sales
was primarily due to a significant  decrease in the amount of markdowns taken in
fiscal 1998 versus  fiscal 1997.  The  decrease in  markdowns  was the result of
improved  sales at competitive  original  price points and better  transition of
merchandise  between selling seasons.  The Company also lowered its distribution
and  merchandising  costs as a percentage  of net sales when  compared to fiscal
1997  through  higher  levels  of  sales  and   efficiencies   achieved  in  its
distribution center.

Selling,  general  and  administrative  expenses  decreased  in dollars and as a
percentage  of net sales in fiscal 1998 versus  fiscal 1997.  SG&A expenses were
23.5% of net sales in fiscal 1998 compared to 25.8% of net sales in fiscal 1997.
The  significant  decrease  in SG&A  expenses  was  primarily  due to  achieving
cost-containment goals, including reducing total payroll expense, established in
the Company's restructuring plan announced in the fourth quarter of fiscal 1997.
Although total payroll  decreased,  average  salaries and wages in the Company's
stores increased slightly in fiscal 1998 compared to fiscal 1997. This increase,
affecting primarily part-time associates,  was due to an increase in the average
hourly wage rate,  which was  partially  offset by a decrease  in average  store
hours.

During the fourth quarter of fiscal 1997, the Company  announced a restructuring
plan which  identified  75  low-volume,  underperforming  stores for closing.  A
substantial  number of these stores were closed by January 30, 1999.  Certain of
these stores were no longer under  consideration  for closing during fiscal 1998
due to a significant  improvement in performance  since the  announcement of the
plan.  As a result,  during  the  fourth  quarter of fiscal  1998,  the  Company
recorded a  favorable  adjustment  to pre-tax  income of $385,000 to reverse the
estimated cost, recorded in fiscal 1997, of closing these stores.

Store rent and related  expenses  were 8.1% of net sales in fiscal 1998 compared
to 8.7% in  fiscal  1997.  Store  rent and  related  expenses  for  fiscal  1998
decreased  as a percentage  of net sales due to the leverage  provided by higher
year-over-year  sales as well as  aggressively  closing  underperforming  stores
during fiscal 1998.  Average store rent and related expenses  increased by 5% in
fiscal 1998  compared to fiscal  1997.  The  increase in average  store rent and
related expenses was primarily due to the Company's store expansion  strategy of
opening  larger,  higher volume stores,  and thus leasing more costly sites with
higher rents while closing older,  underperforming  stores which  generally have
lower average rent costs.

Depreciation and  amortization  expense as a percentage of net sales was 1.6% in
fiscal 1998 compared to 1.7% in fiscal 1997.  The decrease in  depreciation  and
amortization  expense  was  primarily  due to the  leverage  provided  by higher
year-over-year  sales as well as a decrease  in the number of stores open during
fiscal 1998 versus fiscal 1997.

Interest  expense was 0.6% of net sales in fiscal  1998  compared to 0.7% of net
sales in fiscal 1997 due to the  increase in net sales year over year.  Interest
expense in dollars  increased in fiscal 1998 when compared to fiscal 1997.  This
increase was  primarily due to higher  average  borrowings in fiscal 1998 versus
fiscal 1997 in order to maintain  levels of  inventory  necessary to support the
increased sales.

The effective  income tax provision  rate for fiscal 1998 was 20.3%  compared to
the effective income tax benefit rate of 16.1% in fiscal 1997. The change in the
Company's  effective  income tax rate was primarily  attributable to a favorable
valuation allowance  adjustment for fiscal 1998 compared to fiscal 1997. Because
management was not assured that certain net operating loss carryforwards, credit
carryforwards  and net cumulative  temporary  differences  for U.S.  federal and
state  income  tax  purposes  would be fully  utilized  or  realized,  valuation
allowances were provided for a portion of the net deferred income tax asset.

INFLATION

During its three most recent fiscal years,  the Company believes that the impact
of  inflation  has not been  material to its  financial  condition or results of
operations.  Occasionally,  the Company may experience  slight  increases in the
average  purchase price per unit of  merchandise;  however,  such increases also
reflect the impact of an increase in the quality of goods  purchased in addition
to minimal inflationary factors.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company's primary needs for liquidity and capital have been to
fund its new store expansion and the related growth in merchandise  inventories.
The Company has obtained credit facilities which, together with cash provided by
operations,  are  expected to meet the  liquidity  and capital  needs during the
period of the agreements.

The Company's credit  facilities  consist of a revolving credit facility to meet
the Company's  short-term liquidity needs, a mortgage loan collateralized by the
Company's  corporate  offices  and  distribution  center  and  letter  of credit
facilities  to  accommodate   the  Company's   needs  to  purchase   merchandise
inventories from foreign sources.  Collectively, the Company's credit facilities
contain certain financial and non-financial covenants with which the Company was
in compliance at January 29, 2000. A summary of the Company's credit  facilities
follows.  Please  refer  to  Note B to  the  Consolidated  Financial  Statements
contained within this Annual Report on Form 10-K for a more complete description
of the Company's credit facilities.

The Company has a $37,500,000 revolving credit facility (including a $25,000,000
letter of credit  sub-facility)  with its  primary  lender  through  March 2001.
Borrowings  under the  agreement are  collateralized  by all assets owned by the
Company during the term of the agreement (other than land,  buildings,  fixtures
and improvements  collateralizing  the mortgage loan discussed  below).  Maximum
borrowings  under the revolving credit facility and utilization of the letter of
credit facility are based on a borrowing base formula determined with respect to
eligible inventory as defined in the agreement. At January 29, 2000, the Company
had approximately  $10.4 million of excess availability under the borrowing base
formula.

The maximum and average amounts  outstanding  during fiscal 1999 and fiscal 1998
and amounts  outstanding  at the end of such  periods for the  revolving  credit
facility are  disclosed in Note B to the  Consolidated  Financial  Statements in
Item 8 of this document.

The Company has a twenty-year  mortgage loan  agreement  with a commercial  bank
payable in 240  consecutive  equal  monthly  installments  through July 2017. At
January 29, 2000,  the mortgage loan had an unpaid  balance of  $7,755,000.  The
agreement is secured by the  Company's  real  property  located at its corporate
offices including land, buildings, fixtures and improvements.

The Company has an $8,000,000  letter of credit  facility with a commercial bank
through the earlier of June 2000 or termination of the revolving credit facility
with the Company's primary lender.  Letters of credit issued under the agreement
are collateralized by inventories purchased using such letters of credit.

The Company's  weighted  average  interest rate for all  borrowings was 8.2% and
8.6% in fiscal 1999 and fiscal 1998,  respectively.  The Company had outstanding
letters  of  credit  for  the  purchase  of  merchandise   inventories  totaling
approximately  $4,375,000  and  $6,613,000  at January  29, 2000 and January 30,
1999, respectively.

Net cash  provided by operating  activities  for fiscal 1999,  1998 and 1997 was
$8,477,000,  $3,923,000 and $8,660,000,  respectively.  The increase in net cash
provided  by  operating  activities  in fiscal  1999  compared to fiscal 1998 is
primarily the result of an improvement in the Company's  year-over-year  results
of operations  and a decrease in  merchandise  inventories.  The decrease in net
cash provided by operating  activities in fiscal 1998 compared to fiscal 1997 is
primarily the result of an increase in merchandise  inventories,  and a decrease
in noncash charges  including  deferred  income taxes and costs  associated with
disposal of property and  equipment,  and partially  offset by an improvement in
the  Company's  year-over-year  results of  operations,  including  a  favorable
adjustment in fiscal 1998 to the estimated costs of fiscal 1997's  restructuring
plan.

At January 29, 2000, total merchandise  inventories  decreased 3% to $44,125,000
compared to $45,639,000  at January 30, 1999. The decrease in total  merchandise
inventories was primarily attributable to lower levels of merchandise in-transit
to the Company's  distribution center from its vendors, but was partially offset
by an increase in in-store  inventories due to an increased  number of stores at
January 29,  2000.  Presently,  the Company is relying  more heavily on sourcing
inventory through opportunistic purchases from domestic vendors. In fiscal 1999,
import  purchases  (including  freight  and  duty)  were 9% of  total  purchases
compared to 13% in fiscal 1998. The level and source of inventories  are subject
to  fluctuations  because of the  Company's  opportunistic  buying  strategy and
prevailing business conditions.

Net  cash  used in  investing  activities  for  fiscal  1999,  1998 and 1997 was
$6,981,000, $3,151,000 and $7,134,000,  respectively, and was primarily used for
leasehold improvements and equipment for new stores opened each year, as well as
information technology expenditures including software and hardware upgrades.

Net cash of $1,376,000 was used in financing activities in fiscal 1999 primarily
as a result of the net  repayments  of the  revolving  credit  facility  and the
mortgage loan facility, as well as the payment of capital lease obligations. Net
cash of $181,000 was used in financing  activities in fiscal 1998 primarily as a
result of the repayment of the Company's  mortgage loan facility and the payment
of capital lease obligations which,  combined,  exceeded the net borrowings from
the Company's  revolving credit  facilities.  Net cash of $2,256,000 was used in
financing  activities in fiscal 1997 primarily as a result of a net repayment of
the Company's  revolving  credit facility which exceeded the net borrowings from
the Company's mortgage loan and term loan facilities.

In fiscal 2000, the Company plans to spend approximately $8.7 million on capital
expenditures,  most  of  which  will  be  used  to  open  new  stores,  remodel,
re-fixture,  expand and  relocate  existing  stores,  and invest in  information
technology.  The Company's liquidity  requirements in the foreseeable future are
expected to be met  principally  through cash provided by operations and the use
of its credit facilities.  If deemed by management to be in the best interest of
the  Company,  additional  long-term  debt,  equity,  capital  leases   or other
permanent financing may be considered.

MARKET RISK AND RISK MANAGEMENT POLICIES

The Company is exposed to market risk from changes in interest  rates  affecting
its credit arrangements, including a variable-rate revolving credit facility and
a fixed-rate mortgage loan agreement,  which may adversely affect its results of
operations and cash flows.  The Company seeks to minimize its interest rate risk
through its day-to-day operating and financing activities.  The Company does not
engage in speculative or derivative financial or trading activities.

A  hypothetical  100 basis point adverse  change  (increase)  in interest  rates
relating to the Company's  revolving  credit facility for fiscal 1999 and fiscal
1998 would have decreased  pre-tax income by approximately  $97,000 and $132,000
for the respective  time periods.  Due to the fixed-rate  nature of the mortgage
loan  agreement,  a hypothetical  100 basis point adverse  change  (decrease) in
interest  rates would have  increased the estimated  fair value of the Company's
mortgage loan  agreement by  approximately  $543,000 and $627,000 at January 29,
2000 and January  30,  1999,  respectively,  but would have had no effect on the
Company's results of operations or cash flows for fiscal 1999 and fiscal 1998.

EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting  Standards ("SFAS") 133,  "Accounting for Derivative  Instruments and
Hedging Activities,"  effective,  as amended, for years beginning after June 15,
2000.  This new standard  requires  recognition  of all  derivatives,  including
certain derivative instruments embedded in other contracts,  as either assets or
liabilities  in the  statement of financial  position and  measurement  of those
instruments  at fair  value.  The  Company is in the  process of  reviewing  the
effect, if any, that SFAS 133 will have on the Company's  consolidated financial
statements and disclosures.

Private Securities Litigation Reform Act of 1995

All  statements  contained  in this  Annual  Report  on Form  10-K as to  future
expectations and financial  results  including,  but not limited to,  statements
containing  the  words   "believes,"   "anticipates,"   "expects,"  and  similar
expressions, should be considered forward-looking statements subject to the safe
harbor  created by the Private  Securities  Litigation  Reform Act of 1995.  The
Company  cautions  readers of this  Annual  Report on Form 10-K that a number of
important  factors could cause the Company's  actual  results in fiscal 2000 and
beyond  to  differ  materially  from  those  expressed  in such  forward-looking
statements.  These factors  include,  but are not limited to,  general  economic
conditions  and  consumer  demand;   consumer  preferences;   weather  patterns;
competitive   factors,   including   pricing  and   promotional   activities  of
competitors;  the  impact of excess  retail  capacity  and the  availability  of
desirable  store  locations  on  suitable  terms;  whether or not the  Company's
merchandising  strategy  to  offer  alternative  categories  of  merchandise  at
alternative  price points will increase sales and operating  results or increase
and attract new  customers;  whether or not offering for sale new  categories of
merchandise  including,  but not limited to,  menswear,  will increase sales and
operating  results;  the  availability,  selection and  purchasing of attractive
merchandise on favorable terms; credit  availability,  including adequate levels
of credit  support  provided to certain of the Company's  vendors by factors and
insurance companies;  import risks,  including potential disruptions and duties,
tariffs  and  quotas on  imported  merchandise;  regulatory  matters,  including
legislation  affecting  wage rates;  whether or not the computer  systems of the
Company and its major  suppliers will continue to function  without  disruptions
due to the "Year 2000"  issue;  and other  factors  described  in the  Company's
filings with the  Securities  and  Exchange  Commission  from time to time.  The
Company  does not  undertake  to publicly  update or revise its  forward-looking
statements even if experience or future changes make it clear that any projected
results expressed or implied therein will not be realized.


<PAGE>



ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See "Market Risk and Risk Management Policy" in Item 7.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Shareholders of
One Price Clothing Stores, Inc.
Duncan, South Carolina


We have  audited  the  accompanying  consolidated  balance  sheets  of One Price
Clothing Stores,  Inc. and  subsidiaries  (the "Company") as of January 29, 2000
and January 30, 1999,  and the related  consolidated  statements of  operations,
shareholders'  equity,  and cash flows for each of the three fiscal years in the
period ended January 29, 2000. Our audits also included the financial  statement
schedule  listed in the Index at Item 14 (d).  These  financial  statements  and
financial statement schedule are the responsibility of the Company's management.
Our  responsibility  is to express an opinion on these financial  statements and
financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the financial position of the Company as of January 29, 2000
and January 30, 1999,  and the results of its  operations and its cash flows for
each of the  three  fiscal  years in the  period  ended  January  29,  2000,  in
conformity with accounting principles generally accepted in the United States of
America.  Also,  in  our  opinion,  such  financial  statement  schedule,   when
considered in relation to the basic consolidated financial statements taken as a
whole,  presents  fairly in all  material  respects  the  information  set forth
therein.

DELOITTE & TOUCHE LLP
Greenville, South Carolina
March 7, 2000


<PAGE>


<TABLE>
<S>                                                                               <C>                   <C>

                ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                                                        January 29,          January 30,
                                                                                           2000                  1999
                                                                                     ------------------   -----------------
Assets

CURRENT ASSETS
  Cash and cash equivalents                                                         $        2,538,000   $         2,418,000
  Miscellaneous receivables, net of allowance for doubtful accounts
     of $94,000 (1999) and $80,000 (1998)                                                    1,867,000             1,526,000
  Merchandise inventories                                                                   44,125,000            45,639,000
  Federal and state income taxes receivable                                                  2,164,000             1,303,000
  Prepaid expenses                                                                           4,744,000             3,733,000
  Deferred income taxes                                                                      1,626,000               768,000
                                                                                     ------------------   -------------------
     TOTAL CURRENT ASSETS                                                                   57,064,000            55,387,000

PROPERTY AND EQUIPMENT, net                                                                 34,155,000            33,446,000

OTHER ASSETS                                                                                 4,736,000             3,994,000
                                                                                     ------------------   -------------------
                                                                                    $       95,955,000   $        92,827,000
                                                                                     ==================   ===================

Liabilities and Shareholders' Equity
CURRENT LIABILITIES
  Accounts payable                                                                  $       23,390,000   $        24,750,000
  Current portion of long-term debt and revolving credit facility                           11,352,000            11,998,000
  Accrued salaries and wages                                                                 2,056,000             3,118,000
  Accrued employee benefits                                                                  1,861,000             2,338,000
  Other accrued and sundry liabilities                                                       2,262,000             2,537,000
                                                                                     ------------------   -------------------
     TOTAL CURRENT LIABILITIES                                                              40,921,000            44,741,000
                                                                                     ------------------   -------------------

LONG-TERM DEBT                                                                               7,582,000             7,755,000
                                                                                     ------------------   -------------------
OTHER NONCURRENT LIABILITIES                                                                 2,851,000             2,914,000
                                                                                     ------------------   -------------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
  Preferred stock, par value $0.01 - authorized and
     unissued  500,000 shares
  Common stock, par value $0.01 - authorized 35,000,000 shares;
     issued and outstanding 10,489,091 (1999) and 10,439,531 (1998) shares                    105,000               104,000
  Additional paid-in capital                                                               11,625,000            11,465,000
  Retained earnings                                                                        32,922,000            25,848,000
  Less:  unearned compensation - restricted stock awards                                      (51,000)                   --
                                                                                     ------------------   ------------------
                                                                                           44,601,000            37,417,000
                                                                                     ------------------   ------------------
                                                                                    $      95,955,000    $       92,827,000
                                                                                     ==================   ==================
</TABLE>



See notes to consolidated financial statements


<PAGE>


<TABLE>
<S>                                                <C>                  <C>                      <C>

                ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                            Fiscal Year Ended
                                                       --------------------------------------------------------------
                                                         January 29,           January 30,            January 31,
                                                             2000                 1999                    1998
                                                       -----------------    ------------------      -----------------

NET SALES                                            $      336,847,000   $       328,059,000     $      302,285,000
Cost of goods sold                                          215,731,000           211,893,000            201,901,000
                                                       -----------------    ------------------      -----------------
GROSS MARGIN                                                121,116,000           116,166,000            100,384,000

Selling, general and administrative expenses                 78,361,000            77,158,000             78,077,000
Restructuring (credit) charge                                        --              (385,000)             2,265,000
Store rent and related expenses                              27,711,000            26,653,000             26,415,000
Depreciation and amortization expense                         5,340,000             5,115,000              5,131,000
Interest expense                                              1,895,000             2,128,000              1,989,000
                                                       -----------------    ------------------      -----------------

                                                            113,307,000           110,669,000            113,877,000
                                                       -----------------    ------------------      -----------------

INCOME (LOSS) BEFORE INCOME TAXES                             7,809,000             5,497,000            (13,493,000)

Provision for (benefit from) income taxes                       735,000             1,114,000             (2,173,000)
                                                       -----------------    ------------------      -----------------

NET INCOME (LOSS)                                    $        7,074,000   $         4,383,000     $      (11,320,000)
                                                       =================    ==================      =================


NET INCOME (LOSS) PER COMMON SHARE -
    BASIC                                            $             0.68   $              0.42     $            (1.08)
                                                       =================    ==================      =================

NET INCOME (LOSS) PER COMMON SHARE -
    DILUTED                                          $             0.67   $              0.42     $            (1.08)
                                                       =================    ==================      =================

Weighted average number of common shares
    outstanding - basic                                      10,461,925            10,437,102             10,435,531
                                                       =================    ==================      =================

Weighted average number of common shares
    outstanding - diluted                                    10,579,852            10,493,816             10,435,531
                                                       =================    ==================      =================
</TABLE>

See notes to consolidated financial statements


<PAGE>


<TABLE>
<S>                                  <C>            <C>          <C>             <C>            <C>               <C>

                ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


                                                                                                   Restricted
                                             Common Stock         Additional                      Stock Awards-
                                         --------------------      Paid-in         Retained         Unearned
                                          Shares       Amount      Capital         Earnings       Compensation         Total
                                       ------------  ----------   ------------    ------------    -----------      ------------
Balance at February 1, 1997             10,435,531    $104,000    $11,453,000     $32,785,000             --       $44,342,000
     Net loss                                   --          --            --      (11,320,000)            --       (11,320,000)
                                       ------------  ----------   ------------    ------------    -----------      ------------
Balance at January 31, 1998             10,435,531     104,000     11,453,000      21,465,000             --        33,022,000
     Stock options exercised                 4,000          --         11,000              --             --            11,000
     Tax effect of options exercised            --          --          1,000              --             --             1,000
     Net income                                 --          --            --        4,383,000             --         4,383,000
                                       ------------   ---------   ------------    ------------    -----------      ------------
Balance at January 30, 1999             10,439,531     104,000     11,465,000      25,848,000             --        37,417,000
     Stock options exercised                29,560       1,000         80,000              --             --            81,000
     Tax effect of options exercised            --          --         20,000              --             --            20,000
     Awards of restricted stock             20,000          --         60,000              --     $  (60,000)               --
     Amortization of restricted stock           --          --             --              --          9,000             9,000
     Net income                                 --          --             --       7,074,000             --         7,074,000
                                       ------------   ---------   ------------    ------------    -----------      ------------
 Balance at January 29, 2000            10,489,091    $105,000    $11,625,000     $32,922,000     $  (51,000)      $44,601,000
                                       ============   =========   ============    ============    ===========      ============

</TABLE>


See notes to consolidated financial statements


<PAGE>

<TABLE>
<S>                                                                    <C>                <C>               <C>


                ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                            Fiscal Year Ended
                                                                          ---------------------------------------------------
                                                                            January 29,       January 30,       January 31,
                                                                               2000              1999              1998
                                                                          ----------------   --------------    --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                     $      7,074,000   $    4,383,000    $  (11,320,000)
   Adjustments to reconcile net income (loss) to net cash provided by
     operating activities:
         Depreciation and amortization                                          5,340,000        5,115,000         5,131,000
         Provision for supplemental post-retirement benefits                      109,000          113,000           128,000
         Deferred income taxes                                                   (816,000)        (768,000)        1,217,000
         Loss on disposal of property and equipment                               547,000           52,000         2,325,000
         Decrease in other noncurrent assets                                       59,000          276,000           382,000
         (Decrease) increase in other noncurrent liabilities                      (10,000)          18,000           435,000
         Changes in operating assets and liabilities:
             (Increase) decrease  in miscellaneous receivables and
                 prepaid expenses                                              (1,281,000)       1,039,000        (1,460,000)
             Decrease (increase) in merchandise inventories                     1,514,000      (10,131,000)       12,863,000
             (Increase) decrease in federal and state income taxes
                 receivable                                                      (841,000)       3,335,000          (400,000)
             (Decrease) increase in accounts payable and other
                 liabilities                                                   (3,218,000)         491,000          (641,000)
                                                                          ----------------   --------------    --------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                       8,477,000        3,923,000         8,660,000
                                                                          ----------------   --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                                        (5,981,000)      (2,438,000)       (6,346,000)
    Purchases of other noncurrent assets                                         (930,000)        (782,000)         (564,000)
    (Issuance of) repayment of related party loans                                (70,000)          69,000          (224,000)
                                                                          ----------------   --------------    --------------
NET CASH USED IN INVESTING ACTIVITIES                                          (6,981,000)      (3,151,000)       (7,134,000)
                                                                          ----------------   --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  (Repayment of) net borrowings from revolving credit facility                   (659,000)         321,000        (3,469,000)
  Proceeds from long term debt borrowings                                              --               --         9,572,000
  Repayment of long term debt                                                    (160,000)        (147,000)       (7,957,000)
  Debt financing costs incurred                                                   (78,000)         (42,000)         (259,000)
  Decrease in amount due to related parties                                      (178,000)         (98,000)          (47,000)
  Payment of capital lease obligations                                           (382,000)        (226,000)          (96,000)
  Proceeds from exercise of stock options                                          81,000           11,000                --
                                                                          ----------------   --------------    --------------
NET CASH USED IN FINANCING ACTIVITIES                                          (1,376,000)        (181,000)       (2,256,000)
                                                                          ----------------   --------------    --------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                  120,000          591,000          (730,000)

CASH AND CASH EQUIVALENTS AT BEGINNING OF FISCAL YEAR                           2,418,000        1,827,000         2,557,000
                                                                          ----------------   --------------    --------------

CASH AND CASH EQUIVALENTS AT END OF  FISCAL YEAR                         $      2,538,000   $    2,418,000    $    1,827,000
                                                                          ================   ==============    ==============

SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                                          $      1,758,000   $    2,121,000    $    1,766,000
  Income taxes paid                                                             2,388,000          677,000            86,000
  Noncash financing activities - capital leases                                   506,000          106,000           537,000
  Issuance of restricted stock awards                                              60,000               --                --

See notes to consolidated financial statements

</TABLE>

<PAGE>



ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 29, 2000

NOTE A - Operations and Summary of Significant Accounting Policies

Business:  One Price Clothing  Stores,  Inc. and  subsidiaries  (the  "Company")
operates a chain of off-price specialty retail stores offering a wide variety of
first quality,  contemporary,  in-season  apparel and accessories for the entire
family.  Accordingly,  the Company  operates in one business  segment.  Prior to
fiscal 1997, this merchandise was offered at the uniform retail price of $7. The
Company  currently offers most of its merchandise at or below a base price of $8
and offers  certain  additional  categories  and styles at prices higher than $8
when such merchandise is clearly desired by the Company's customers. Such higher
priced  merchandise  is  currently  offered at prices up to $15.  At January 29,
2000,  the Company  operated 636 stores in 27 states,  the District of Columbia,
Puerto Rico and the U.S. Virgin Islands.

Fiscal Year: The Company's  fiscal year ends on the Saturday nearest January 31.
All periods presented herein consist of 52 weeks.

Principles of Consolidation:  The consolidated  financial statements include the
accounts of the  Company  and its  wholly-owned  subsidiaries.  All  significant
intercompany accounts and transactions have been eliminated in consolidation.

Accounting Estimates: The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.  Significant
estimates and assumptions made in the preparation of these financial  statements
include the Company's  allowance for doubtful accounts,  reserves for inventory,
accrual for workers' compensation and accrual for group health insurance.

Comprehensive  Income:  The Company is  required  to  disclose  within the basic
financial  statements  items of comprehensive  income,  such as foreign currency
transactions and unrealized gains and losses on  available-for-sale  securities.
Because the Company has no items which qualify as  comprehensive  income,  there
was no difference between  comprehensive income (loss) and net income (loss) for
fiscal 1999, 1998 and 1997, respectively.

Fair Value of Financial Instruments:  The estimated fair values of the Company's
financial instruments,  including primarily cash and cash equivalents,  accounts
receivable,  accounts  payable  and the  Company's  revolving  credit  facility,
approximate  their carrying values at January 29, 2000 and January 30, 1999, due
to their  short-term  nature or variable  interest rates.  The fair value of the
Company's mortgage loan (see Note B) at January 29, 2000 and January 30, 1999 is
calculated  based  on  discounted  cash  flows  using  the  estimated  currently
available borrowing rate.

Cash and Cash Equivalents:  The Company considers all highly liquid  investments
with an original  maturity  of three  months or less when  purchased  to be cash
equivalents.

Merchandise Inventories: Merchandise inventories are stated at the lower of cost
(computed using the first-in, first-out (FIFO) retail method) or market.

Depreciation:  Depreciation is computed by the  straight-line  method,  based on
estimated  useful  lives of 10 years for land  improvements,  33 to 40 years for
buildings,  5 to 10 years  for  leasehold  improvements  and 3 to 15  years  for
fixtures and equipment.


<PAGE>

Income Taxes:  Deferred income tax assets and  liabilities  represent the future
income tax effect of temporary differences between the book and tax bases of the
Company's assets and liabilities,  assuming they will be realized and settled at
the amount reported in the Company's financial statements.  Valuation allowances
are  established  when  necessary  to reduce  deferred  tax assets to the amount
expected to be realized.

Purchased and Internally Developed Software:  Purchased and internally developed
software  is   included in other  assets and  is  amortized  over its  estimated
useful life of 5 years using the straight-line method.

Store Closing and Impairment  Costs: At the time  management  commits to close a
store,  a  provision  is made for any  remaining  store lease  obligation  after
closing  or  penalty,  if any,  to cancel  the  lease  obligation.  The  Company
evaluates whether assets,  largely store leasehold improvements and fixtures and
equipment,  may be  impaired  based  on  store  lease  termination  and  renewal
decisions and estimated undiscounted future cash flows of the individual stores.
For stores which are  determined  to be  impaired,  leasehold  improvements  and
fixtures  and  equipment  are written down based upon  management's  estimate of
recoverability.

Revenue  Recognition:  Revenues from retail sales are  recognized at the time of
the sale. An estimate for merchandise returns is recorded in the period that the
merchandise is sold.

Store  Preopening  Costs:  Costs  associated  with the opening of new stores are
expensed as incurred.

Advertising  and  Promotional  Costs:  Advertising  and  promotional  costs  are
expensed when incurred.  Such expenses were  $887,000,  $623,000 and $592,000 in
fiscal 1999, 1998 and 1997, respectively.

Earnings  Per Common  Share:  Basic  earnings  per common  share are computed by
dividing  earnings by the  weighted  average  number of shares of common  stock.
Diluted  earnings  per common  share are  computed by  dividing  earnings by the
weighted  average  number of shares of common  stock and  dilutive  common stock
equivalent shares for stock options outstanding, unless antidilutive, during the
period. See Notes F and H.

Reclassifications:   Certain  amounts  included  in  prior  periods'   financial
statements have been reclassified to conform to the fiscal 1999 presentation.

Effect of New  Accounting  Pronouncements:  The Financial  Accounting  Standards
Board  ("FASB")  issued SFAS 133,  "Accounting  for Derivative  Instruments  and
Hedging Activities,"  effective,  as amended, for years beginning after June 15,
2000.  This new standard  requires  recognition  of all  derivatives,  including
certain derivative instruments embedded in other contracts,  as either assets or
liabilities  in the  statement of financial  position and  measurement  of those
instruments  at fair  value.  The  Company is in the  process of  reviewing  the
effect, if any, that SFAS 133 will have on the Company's  consolidated financial
statements and disclosures.

NOTE B - Credit Facilities

The Company has a revolving  credit  facility of up to $37,500,000  (including a
letter of credit  sub-facility  of up to  $25,000,000)  with its primary  lender
through  March  2001.  Borrowings  under the credit  agreement  with the primary
lender are  collateralized by all assets owned by the Company during the term of
the  agreement  (other  than the  land,  buildings,  fixtures  and  improvements
collateralizing  the mortgage loan discussed  below).  Under the agreement,  the
borrowings  bear  interest,   at  the  Company's   option  (subject  to  certain
limitations  in the  agreement),  at the Prime Rate plus  0.25% or the  Adjusted
Eurodollar Rate, as defined,  plus 2.0%.  Maximum borrowings under the revolving
credit  facility and utilization of the letter of credit facility are based on a
borrowing base formula  determined with respect to eligible inventory as defined
in the agreement. Availability under the revolving credit facility fluctuates in
accordance  with the  Company's  seasonal  variations  in inventory  levels.  At
January  29,  2000,  the  Company  had  approximately  $10.4  million  of excess
availability  under the  borrowing  base  formula.  The  lending  formula may be
revised  from time to time in  response  to  changes in the  composition  of the
Company's inventory or other business conditions.

The Company's revolving credit agreement contains certain covenants which, among
other things,  restrict the ability of the Company to incur other  indebtedness,
or encumber or dispose of assets, and prohibit the Company from repurchasing its
common  stock or paying  dividends.  The  Company  is  required  to  maintain  a
$5,000,000  minimum level of working capital and to maintain a minimum  adjusted
net worth of $25,000,000 (both as defined in the revolving credit agreement).


<PAGE>



The maximum  and average  amounts  outstanding  during  fiscal 1999 and 1998 and
amounts outstanding at the end of such periods for the revolving credit facility
are presented as follows:

                                                Fiscal Year Ended
                                        ------------------------------------
                                            January 29,        January 30,
                                                2000                1999
                                           -------------     --------------
Revolving Credit Facility:
     Maximum amounts outstanding            $19,456,000        $20,832,000
     Average amounts outstanding              9,737,000         13,152,000
     Outstanding at period end               11,179,000         11,838,000


The Company also has an agreement, as amended, with a commercial bank to provide
a separate  letter of credit  facility of up to $8,000,000  which expires on the
earlier of June 2000 or termination of the Company's  revolving  credit facility
with its  primary  lender.  Letters of credit  issued  under the  agreement  are
collateralized  by  inventories  purchased  using such  letters  of credit.  The
amended  agreement sets the Company's  minimum net worth requirement at the same
level as that  required by the  Company's  primary  lender  under the  revolving
credit  agreement.  The  agreement,  as amended,  contains  certain  restrictive
covenants,  which  are  substantially  the same as those  within  the  Company's
amended revolving credit facility discussed above.

The Company entered into a twenty-year mortgage agreement with a commercial bank
in June 1997. The  agreement,  which had an original  balance of $8,125,000,  is
secured  by  the  Company's  real  property  located  at its  corporate  offices
including land, buildings, fixtures and improvements. Such secured real property
had a net book value of $13.7  million at January 29, 2000.  The mortgage  loan,
which had a balance  of  $7,755,000  at  January  29,  2000,  is  payable in 240
consecutive equal monthly installments (including interest at the rate of 9.125%
per annum) through July 2017.  Certain fees may be payable by the Company if the
mortgage loan is repaid prior to June 2014.

Annual maturities of the mortgage loan are as follows:

                 Fiscal Year                                           Amount
                 -----------                                         ---------
                 2000                                                $ 173,000
                 2001                                                  192,000
                 2002                                                  210,000
                 2003                                                  231,000
                 2004                                                  251,000
                 Thereafter                                          6,698,000
                                                                     ---------
                 Total                                              $7,755,000
                                                                    ==========


The fair value of the Company's  outstanding  mortgage obligation at January 29,
2000 and January 30, 1999 was  $7,851,000  and  $8,458,000,  respectively.  Fair
value is determined based on discounted cash flows using the Company's estimated
currently available borrowing rate.

The Company's  weighted  average  interest rate for all  borrowings was 8.2% and
8.6% in fiscal 1999 and fiscal 1998,  respectively.  The Company had outstanding
letters  of  credit  for  the  purchase  of  merchandise   inventories  totaling
approximately  $4,375,000  and  $6,613,000  at January  29, 2000 and January 30,
1999, respectively.


<PAGE>


<TABLE>
<S>                                            <C>                        <C>

NOTE C - Property and Equipment
                                                  January 29,                 January 30,
                                                     2000                        1999
                                                ----------------           ----------------
   Land                                            $    914,000              $    914,000
   Land improvements                                    494,000                   494,000
   Buildings                                         16,061,000                16,061,000
   Leasehold improvements                            17,259,000                14,682,000
   Fixtures and equipment                            32,281,000                29,933,000
                                                    ------------              ------------
                                                     67,009,000                62,084,000
   Less accumulated depreciation                    (32,854,000)              (28,638,000)
                                                    ------------              ------------
                                                   $ 34,155,000              $ 33,446,000
                                                    ============              ============
</TABLE>

NOTE D - Income Taxes
<TABLE>
<S>                                                      <C>             <C>               <C>

The provision for (benefit from) income taxes consists of the following:

                                                                         Fiscal Year Ended

                                                         ---------------------------------------------------
                                                          January 29,      January 30,       January 31,
                                                              2000             1999              1998
                                                         ---------------  ---------------  -----------------
Current:
  Federal                                                   $ 1,107,000    $ 1,416,000      $(3,670,000)
  State and local                                               283,000        371,000          280,000
  Puerto Rico                                                        --             --               --
  U.S. Virgin Islands                                           161,000         95,000               --
Deferred:
  Federal                                                        66,000       (684,000)         616,000
  State and local                                              (825,000)       (84,000)         447,000
  Puerto Rico                                                   (57,000)            --          154,000
                                                            ------------   ------------     ------------
Total provision for (benefit from) income taxes             $   735,000    $ 1,114,000      $(2,173,000)
                                                            ============   ============     ============
</TABLE>
<TABLE>
<S>                                                          <C>                 <C>                 <C>

A  reconciliation  of the  statutory  federal  income  tax  rate  to the  annual
effective income tax rate follows:

                                                                                 Fiscal Year Ended
                                                              ---------------------------------------------------------
                                                                January 29,         January 30,         January 31,
                                                                    2000               1999                 1998
                                                              -----------------   ----------------    -----------------
Federal income tax (benefit) at statutory rate                       35.0%              35.0%              (35.0)%
State and local income tax (benefit), net of federal tax              2.7                4.4                (2.7)
Higher Puerto Rico / U.S. Virgin Islands tax rates                    1.7                 --                  --
Puerto Rico net operating loss                                         --               (2.3)                 --
Tax benefit from federal jobs credits                                (2.3)              (3.9)               (0.4)
Change in valuation allowance                                       (28.0)             (11.1)               20.8
Other, net                                                            0.3               (1.8)                1.2
                                                                  ---------          ---------           ----------
Effective income tax (benefit) rate                                   9.4%              20.3%              (16.1)%
                                                                  =========          =========           ==========
</TABLE>




<PAGE>


<TABLE>
<S>                                                      <C>                        <C>

Presented  below are the elements which comprise  deferred income tax assets and
liabilities:

                                                                  January 29,              January 30,
                                                                      2000                     1999
                                                            ---------------------------------------------------
Gross deferred income tax assets:
  Accrued employee benefits deductible for tax
    purposes when paid                                     $         782,000          $       857,000
  Excess of tax over financial statement basis of
    inventory                                                        145,000                  346,000
  Accrued retirement benefits deductible for tax
    purposes when paid                                               509,000                  536,000
  Accrued store closing and restructuring costs
    deductible for tax purposes when paid                            273,000                  299,000
  State and local net operating loss and credit
    carryforwards                                                    711,000                  779,000
  Puerto Rico/U.S. Virgin Islands net operating loss
    carryforwards                                                     57,000                1,175,000
  Other                                                              328,000                  540,000
                                                           ---------------------      -------------------
     Gross deferred income tax assets                              2,805,000                4,532,000
  Valuation allowance                                                     --               (2,188,000)
                                                           ---------------------      -------------------
                                                                   2,805,000                2,344,000
Gross deferred income tax liabilities:
  Excess of financial statement over tax basis of
     property and equipment                                       (1,221,000)              (1,576,000)
                                                           ---------------------      --------------------
Net deferred income tax asset                              $       1,584,000         $        768,000
                                                           ====================       =================

</TABLE>

As a result of  operating  losses in  fiscal  1995  through  1997,  the  Company
established  valuation  allowances for all of its net deferred tax assets due to
the  uncertainty of their  realization.  The valuation  allowance was reduced by
$968,000 in fiscal 1998 as the Company had returned to profitable operations and
was able to utilize  significant amounts of its net operating loss carryforwards
for income tax purposes in that year. As profitable  operations  have  continued
through fiscal 1999, the Company  reduced the valuation  allowance by $2,188,000
as  management  believes  that it is now more likely than not that the Company's
net deferred tax assets will be realized.  As of January 29, 2000,  no valuation
allowance remains.

At January 29, 2000 the Company had net operating loss and credit  carryforwards
for state income tax purposes aggregating  approximately  $711,000 of income tax
(net operating losses of $5,672,000 and tax credits of $327,000) and Puerto Rico
net  operating  loss  carryforwards  aggregating  $57,000  of  income  tax  (net
operating losses of $146,000). The carryforwards expire at various times between
2002 and 2012.

<TABLE>
<S>                                         <C>                     <C>
The net deferred income tax asset is recorded in the  accompanying  Consolidated
Balance Sheets as follows:
                                                January 29,            January 30,
                                                   2000                   1999
                                             --------------          -------------
Current deferred income tax asset            $  1,626,000            $   768,000
Other noncurrent liabilities                      (42,000)                    --
                                             --------------          -------------
Net deferred income tax asset                $  1,584,000            $   768,000
                                             ==============          =============
</TABLE>

NOTE E - Commitments and Contingencies

From time to time, the Company is a defendant in legal actions  involving claims
arising in the normal course of its business.  The Company  believes  that, as a
result of its legal defenses and insurance  arrangements,  none of these actions
presently  pending,  even if decided  adversely,  would have a material  adverse
effect on its financial position, results of operations or cash flows.

Leases

The Company  leases its stores  under  operating  leases with  initial  terms of
typically  five years with one to two renewal option periods of five years each.
The leases generally provide for increased  payments resulting from increases in
operating costs, common area maintenance costs and property taxes. Substantially
all store  leases  also  provide  the Company  with an option to  terminate  the
agreement  without  penalty if certain  conditions  are present.  Certain of the
leases provide for contingent or percentage  rentals based upon sales volume and
others are leased on a month-to-month basis.

In addition, the Company has operating leases for automobiles,  trucks, trailers
and certain computer and other equipment with one to ten year terms.
<TABLE>
<S>                                           <C>                   <C>                 <C>

Future  minimum  rental  commitments  as of January 29, 2000 for  noncancellable
leases   (including   those  which  may  qualify  for  early   termination)  are
approximately as follows:

                 Fiscal Year                        Stores                 Other               Total
                                                -----------           -----------         -----------
                    2000                        $22,647,000           $ 1,593,000         $24,240,000
                    2001                         18,818,000               612,000          19,430,000
                    2002                         15,532,000               244,000          15,776,000
                    2003                         10,464,000                91,000          10,555,000
                    2004                          7,122,000                38,000           7,160,000
                    Thereafter                   12,793,000                24,000          12,817,000
                                                -----------           -----------         -----------
                    Total                       $87,376,000           $ 2,602,000         $89,978,000
                                                ===========           ===========         ===========
</TABLE>
<TABLE>
<S>                                        <C>                     <C>                <C>

Total rental expense for operating leases was as follows:
                                                                  Fiscal Year Ended
                                           --------------------------------------------------------------
                                               January 29,           January 30,          January 31,
                                                   2000                  1999                 1998
                                               -------------         -------------      ---------------

      Minimum rentals                          $23,936,000           $23,060,000        $23,244,000
      Contingent rentals                         5,540,000             5,262,000          4,932,000
                                               -----------           -----------        -----------
                                               $29,476,000           $28,322,000        $28,176,000
                                               ===========           ===========        ===========
</TABLE>

The Company's  capital leases for certain office equipment and computer software
were calculated using interest rates appropriate at the inception of each lease.
Gross  amounts of such  capital  lease  assets were  $1,386,000  and $880,000 at
January 29, 2000 and January 30, 1999,  respectively.  Accumulated  amortization
amounts of such capital  lease assets were  $571,000 and $285,000 at January 29,
2000 and January 30, 1999,  respectively.  The net amount of these capital lease
assets is included in other assets on the  Consolidated  Balance Sheets.  Future
minimum lease payments for capitalized  lease obligations as of January 29, 2000
were as follows:

                     Fiscal Year:
                     2000                                             $ 419,000
                     2001                                               268,000
                     2002                                                46,000
                                                                      ----------
                     Total minimum obligations                          733,000
                     Less interest                                      (61,000)
                                                                      ----------
                     Present value of net minimum obligations           672,000
                     Less current portion                              (262,000)
                                                                      ----------
                     Long-term obligation at January 29, 2000         $ 410,000
                                                                      ==========

The current portion of the capital lease obligation is included in other accrued
and sundry  liabilities,  and the  long-term  obligation  is  included  in other
noncurrent liabilities on the Consolidated Balance Sheets.

NOTE F - Employee Benefits

Stock Option  Plans:  The Company has three stock option plans (the "1991 Plan,"
the  "1988  Plan" and the "1987  Plan")  which  provide  for  grants to  certain
officers and key employees of options to purchase  shares of common stock of the
Company.  Options  granted  under the three stock  option plans expire ten years
from the date of grant and have been  granted  at prices  not less than the fair
market value at the date of grant.  All unissued options under the 1987 Plan and
1988 Plan have been retired.  Options canceled under the 1991 Plan are available
for reissuance.  Effective March 1999, the Company's Board of Directors  amended
the 1991 Plan to increase  the number of shares of common  stock  available  for
issuance by 500,000.  The amendment  also provides for a reserve of up to 50,000
shares  of  restricted  stock to be  awarded  from the  total  number  of shares
issuable  under the 1991 Plan. At January 29, 2000, a total of 428,000 shares of
common stock were reserved for issuance under the 1991 Plan.

The Company has a  Non-Employee  Director  Stock  Option Plan (the "1995  Plan")
which  provides  for  annual  grants  to  non-employee  members  of the Board of
Directors.  Such  grants are  immediately  exercisable  on the date of grant and
expire ten years from the date of grant.  Effective  March 1999,  the  Company's
Board of  Directors  amended the 1995 Plan to  increase  the number of shares of
common stock available for issuance by 125,000.  The amendment also provides for
a reserve of up to 75,000  shares of  restricted  stock from the total number of
shares  issuable  under the plan.  At January 29, 2000,  95,000 shares of common
stock were reserved for issuance under the 1995 Plan.

Effective April 1997, the Company's Board of Directors  approved a special stock
option grant for 300,000  shares at the exercise  price of $4.13 per share (fair
market value at the time of grant) to its Chief Executive  Officer.  Twenty-five
percent of such grant was immediately  exercisable on the date of the grant with
the remaining  shares  vesting  ratably over four years.  The options expire ten
years from the date of the grant.

Effective April 1998, the Company's Board of Directors  approved a special stock
option grant for 80,000  shares at the  exercise  price of $1.77 per share (fair
market  value at the time of  grant)  to its  present  Chairman  of the Board of
Directors.  One third of such grant was  immediately  exercisable on the date of
the grant with the remaining  shares vesting ratably over two years. The options
expire ten years from the date of the grant.

Effective April 1999, the Company's Board of Directors  approved a special stock
option grant for 40,000  shares at the  exercise  price of $4.47 per share (fair
market  value at the time of  grant)  to its  Senior  Vice  President  and Chief
Financial  Officer.  The shares vest ratably over four years. The options expire
ten years from the date of the grant.
<TABLE>
<S>                                   <C>              <C>          <C>           <C>           <C>         <C>
A summary of the activity in the Company's stock options is presented below:

                                                Fiscal 1999                Fiscal 1998                Fiscal 1997
                                           --------------------------------------------------------------------------
                                                         Weighted                   Weighted                 Weighted
                                            Number        Average       Number       Average      Number      Average
                                              of         Exercise         of        Exercise        of       Exercise
                                            Shares         Price        Shares        Price       Shares       Price
                                         ----------      --------    ----------     --------   ----------    --------

Outstanding at beginning of period       1,115,173         $4.35       909,796        $5.47      555,845       $6.79
Options granted                            300,050         $4.20       408,025        $2.88      510,250       $3.93
Options exercised                          (28,310)        $2.66        (4,000)       $2.75           --          --
Options cancelled                          (69,499)        $3.76      (198,648)       $6.47     (156,119)      $5.13
                                         ----------                  ----------                ----------
Outstanding at end of period             1,317,414         $4.38     1,115,173        $4.35      909,796       $5.47
                                         ==========                  ==========                ==========

Exercisable at end of period                694,984                    458,465                   370,706
                                         ==========                  ==========                ==========

Weighted average fair value of
options granted during the period
(see below)                                                $1.97                      $1.20                    $1.94

</TABLE>

<TABLE>
<S>                                         <C>             <C>            <C>             <C>             <C>

The following table summarizes  information  about stock options  outstanding at
January 29, 2000:

                                                        Options Outstanding                     Options Exercisable
                                              --------------------------------------        ----------------------------
                                                              Weighted
                                                 Number        Average        Weighted                       Weighted
                Range of                           of         Remaining        Average        Number          Average
                Exercise                         Shares      Contractual      Exercise          of           Exercise
                 Prices                       Outstanding    Life (Years)       Price         Shares           Price
           -----------------------            -----------    ------------   ------------    ---------       -------------

           $   1.56 to  $  3.56                   397,900         8.2         $  2.79        160,869         $    2.58
           $   3.59 to  $  4.00                   134,375         8.5         $  3.83         84,976         $    3.78
           $               4.13                   402,940         7.1         $  4.13        240,340         $    4.13
           $   4.19 to  $  4.50                   194,400         9.0         $  4.41         65,600         $    4.48
           $   4.59 to  $ 14.92                   169,799         3.3         $  7.78        125,199         $    8.77
           $              17.25                    18,000         4.1         $ 17.25         18,000         $   17.25
                                                ---------                                   --------
                                                1,317,414         7.3         $  4.38        694,984         $    4.94
                                                =========                                   ========
</TABLE>

The Company  applies the  principles  of  Accounting  Principles  Board  ("APB")
Opinion 25 in  accounting  for employee  stock  option  plans.  Accordingly,  no
compensation cost has been recognized in the Company's financial statements. Had
compensation  cost been  determined  on the basis of SFAS 123,  "Accounting  for
Stock-Based  Compensation,"  compensation expense would have been recorded based
on the  estimated  fair value of stock options  granted  during the fiscal years
presented.  The total fair  value of stock  options  granted  was  estimated  at
$592,000,  $490,000 and  $990,000  for the fiscal years ended  January 29, 2000,
January  30,  1999  and  January  31,   1998,   respectively,   based  upon  the
Black-Scholes  option pricing model. The following  assumptions were used in the
Black-Scholes option pricing model for stock options granted: risk-free interest
rates of  approximately  5.2%,  5.4% and 6.0% for  fiscal  1999,  1998 and 1997,
respectively;  an expected life of approximately one year from the vest date for
fiscal 1999, 1998 and 1997; and 65%, 60% and 65% expected  volatility for fiscal
1999,  1998 and 1997,  respectively.  The  expected  life of the  stock  options
granted and the stock price  volatility  during the expected life of the options
were estimated based upon historical  experience and management's  expectations.
Had compensation cost for the Company's stock option plans been determined based
on the  estimated  fair value at the grant  dates for awards  under  those plans
consistent  with the method of SFAS 123, the Company's net income (loss) and net
income  (loss) per common  share would have been  impacted as  indicated  in the
proforma amounts below:

<TABLE>
<S>                                                 <C>             <C>               <C>                 <C>
                                                                                      Fiscal Year Ended
                                                                     -----------------------------------------------------
                                                                      January 29,       January 30,          January 31,
                                                                         2000              1999                 1998
                                                                     ------------      ------------        --------------

   Net income (loss)                                  Actual          $7,074,000        $4,383,000          $(11,320,000)
                                                                      ===========        ==========         =============
                                                      Proforma        $6,793,000        $3,973,000          $(11,805,000)
                                                                      ===========       ===========         =============
   Net income (loss) per common share - diluted       Actual          $     0.67        $     0.42          $      (1.08)
                                                                      ===========       ===========         =============
                                                      Proforma        $     0.64        $     0.38          $      (1.13)
                                                                      ===========       ===========         =============
</TABLE>

Restricted  Stock Plans:  Effective March 1999, the Company's Board of Directors
amended  its 1991  Plan to  provide  for a  reserve  of up to  50,000  shares of
restricted  stock to be awarded from the total number of shares  available under
the plan. For the year ended January 29, 2000, the Company awarded 15,000 shares
of common stock which had a fair value at the date of the grant of $41,000. Sale
of the  stock  awarded  is  restricted  for three  years  from the date of grant
contingent  upon  continuity  of  service.  Compensation  under the 1991 Plan is
charged to earnings over the restriction period and amounted to $2,000 in fiscal
1999. At January 29, 2000, 35,000 shares were available for issuance.

Effective March 1999, the Company's Board of Directors  amended its 1995 Plan to
provide for a reserve of up to 75,000 shares of  restricted  stock to be awarded
from the total number of shares issuable under the 1995 Plan. For the year ended
January 29, 2000,  the Company  awarded 5,000 shares of common stock which had a
fair  value at the  date of  grant of  $19,000.  Sale of the  stock  awarded  is
restricted for eight months from the date of grant contingent upon continuity of
service. Compensation under the plan is charged to earnings over the restriction
period and amounted to $7,000 in fiscal 1999. At January 29, 2000, 70,000 shares
were available for issuance.

Retirement Plan: The Company has a 401(k) and profit-sharing plan, the One Price
Clothing Stores, Inc. Retirement Plan (the "Plan").  All employees in the United
States who are 21 years of age or older  with at least one year of  service  are
eligible to participate in the Plan. The Company  currently  matches 50% of each
participant's  contribution  with a maximum  match of 2.5% of the  participant's
base  compensation.  In addition,  the Company may make an annual  discretionary
contribution on behalf of the participants;  no such discretionary contributions
have  been  made  by the  Company.  Employer  matches  (approximately  $321,000,
$307,000 and $306,000 in fiscal 1999, 1998 and 1997,  respectively) vest ratably
over five years.

Deferred  Compensation Plans:  Effective January 2000, the Company established a
Deferred Compensation Plan for employees that allows eligible  participants,  as
defined  by  the  Plan,  to  enhance  their  retirement  security  by  deferring
compensation in order to receive  benefits at retirement,  death,  separation of
service, or as otherwise provided by the Plan.  Eligible  participants may elect
to defer  an  amount  of up to 15% of the  participant's  compensation  less the
participant's  401(k)  contributions.  The Company currently matches 50% of each
participant's  contribution  with a maximum  match of 2.5% of the  participant's
base compensation,  less amounts matched under the 401(k) plan. Employer matches
vest  ratably  over five years,  and no such  matches  have yet been made by the
Company.

Effective January 2000, the Company established a Deferred Compensation Plan for
Non-Employee  Directors that allows eligible Directors,  as defined by the Plan,
to enhance  their  retirement  security by  deferring  compensation  in order to
receive benefits at cessation of membership on the Company's Board of Directors,
death, or as otherwise  provided by the Plan.  Eligible Directors may each elect
to defer any percentage or amount of their Director's compensation not exceeding
$30,000.

Stock Purchase Plan: The Company has an employee Stock Purchase Plan that allows
participating employees to purchase,  through payroll deductions,  shares of the
Company's common stock at prevailing market prices. All full-time associates who
are 18 years of age or older with at least six months of service are eligible to
participate  in the Stock  Purchase  Plan. The Stock Purchase Plan provides that
participants may authorize the Company to withhold from net earnings and deposit
such amounts with an independent custodian. The custodian purchases common stock
of the Company at prevailing  market prices and distributes the shares purchased
to the participants upon request.  The Company pays expenses associated with the
purchases of the common stock and administration of the Stock Purchase Plan.

Shareholders'  Rights Plan:  The Company has a  Shareholders'  Rights Plan which
expires in November 2004. Each shareholder is entitled to one Right (as defined)
for each  share of common  stock  held on such date.  Each  Right  entitles  the
registered holder to purchase from the Company one half share of common stock at
a specified  price.  The Rights become  exercisable  only upon the occurrence of
certain conditions set forth in the Shareholders' Rights Plan relating to, among
other things, the acquisition of 20% or more of the outstanding shares of common
stock. There were no rights issued or outstanding under the Shareholders' Rights
Plan in fiscal 1999, fiscal 1998 and fiscal 1997, respectively.

NOTE G - Related Party Transactions

The Company has a deferred  compensation  agreement with its President and Chief
Executive Officer.  The agreement provides for 120 consecutive  monthly payments
of $5,000 (including interest) beginning upon the date of retirement, contingent
upon  completion  of at least six years of  employment.  Approximately  $63,000,
$57,000 and $40,000 of the total present value of the  obligation was charged to
selling,  general and  administrative  expense in fiscal  1999,  fiscal 1998 and
fiscal  1997,  respectively.  Approximately  $160,000 and $97,000 is included in
other  noncurrent  liabilities  at  January  29,  2000  and  January  30,  1999,
respectively.   The  remaining  portion  of  the  total  present  value  of  the
obligation, approximately $246,000 at January 29, 2000, will be fully accrued by
May 2003, six years after commencement of employment.

During fiscal 1997,  the Company  entered into a loan agreement of $225,000 with
its President and Chief Executive  Officer.  The terms of the loan required that
certain  principal and interest  payments be made to the Company during the term
of the  loan,  with the full  amount of the loan plus  accrued  interest  due by
December 2000. During fiscal 1998, the remaining  repayment  requirements of the
loan were waived by the Company's  Board of Directors and the remaining  balance
of $173,000 was written off.

During fiscal 1999,  the Company  entered into a loan  agreement of $70,000 with
its Senior Vice  President and Chief  Financial  Officer.  The terms of the loan
require  that the  balance  of the loan,  including  principal  and the  accrued
interest,  be payable to the Company  within 30 days after the sale of a certain
real property asset or by April 12, 2000, whichever occurs first.  Approximately
$74,000  was  included  in  accounts  receivable  at January 29, 2000 under this
agreement.

The Company also has a deferred compensation  agreement with its former Chairman
of the Board of Directors.  The agreement  provides for 120 consecutive  monthly
payments of $13,750 (including  interest) beginning upon the earlier of the date
of  retirement or death.  When the Company  entered into the agreement in fiscal
1996, the estimated  present value of the obligation,  $970,000,  was charged to
selling, general and administrative expenses.  Approximately $55,000 and $60,000
in interest was added to the net present value of the  obligation and charged to
selling,  general and  administrative  expenses in fiscal 1998 and fiscal  1997,
respectively. During the summer of fiscal 1998, the former Chairman of the Board
of Directors retired.  Accordingly,  $91,000 and $64,000 in interest, as part of
the  monthly  payments,  was  charged to  selling,  general  and  administrative
expenses in fiscal 1999 and fiscal 1998, respectively. Approximately $81,000 and
$883,000 is included in current  liabilities and other  noncurrent  liabilities,
respectively,  at January 29,  2000 for this  deferred  compensation  liability.
Approximately $74,000 and $965,000 was included in current liabilities and other
noncurrent liabilities, respectively, at January 30, 1999.

In addition,  the Company has a deferred  compensation  agreement  with a former
executive  officer  who  also  served  as a  member  of the  Company's  Board of
Directors  through June 1999.  The  agreement  provides for monthly  payments of
$6,250 (including interest) through July 2002.  Approximately  $18,000,  $23,000
and $27,000 in  interest  was  charged to  selling,  general and  administrative
expenses  in  fiscal   1999,   fiscal  1998  and  fiscal   1997,   respectively.
Approximately  $62,000 and $105,000 is included in current liabilities and other
noncurrent  liabilities,  respectively,  at January 29,  2000 for this  deferred
compensation  liability.  Approximately  $57,000 and  $167,000  was  included in
current liabilities and other noncurrent liabilities,  respectively,  at January
30, 1999 for this deferred compensation liability.

NOTE H - Earnings per Share

In accordance with the principles of SFAS 128, "Earnings Per Share," the Company
presents  "basic"  and  "diluted"  earnings  per share on the face of the income
statement. Basic earnings per share are computed based upon the weighted average
number of common  shares  outstanding.  Diluted  earnings per share are computed
based upon the weighted  average number of common and common  equivalent  shares
outstanding. Common equivalent shares outstanding consist solely of shares under
option. A reconciliation  of basic and diluted weighted average number of common
shares outstanding is presented below:

<TABLE>
<S>                                                                <C>                 <C>               <C>
                                                                                      Fiscal Year Ended
                                                                     ---------------------------------------------------
                                                                       January 29,        January 30,       January 31,
                                                                           2000               1999             1998
                                                                     ---------------    ---------------   --------------
  Weighted average number of common shares
   outstanding - basic                                                    10,461,925         10,437,102       10,435,531

  Net effect of dilutive stock options based on the treasury
    stock method using the average market price                              117,927             56,714               --
                                                                      ---------------    ---------------   --------------

  Weighted average number of common shares
    outstanding - diluted                                                 10,579,852         10,493,816       10,435,531
                                                                      ===============    ===============   ==============

</TABLE>

  Stock  options of 715,028,  789,402 and  759,546 for the fiscal  years  ending
  January 29, 2000,  January 30, 1999 and January 31, 1998,  respectively,  were
  excluded because such options were antidilutive.

  NOTE I - Quarterly Results (Unaudited)

  The following is a summary of quarterly (13 weeks)  operations  for the fiscal
  years ended  January 29,  2000 and January 30, 1999 (in  thousands  except per
  share data).
<TABLE>
<S>                                                         <C>              <C>               <C>           <C>

                                                                             Fiscal 1999 Quarters Ended
                                                           ----------------------------------------------------------------
                                                              May 1,          July 31,       October 30,      January 29,
                                                               1999             1999            1999             2000
                                                           ----------------------------------------------------------------

       Net sales                                              $87,113         $97,905           $70,428       $81,401
       Gross margin                                            32,450          35,444            25,127        28,095
       Net income (loss)                                        3,099           4,397            (1,168)          746
       Net income (loss) per common share - diluted              0.29            0.41             (0.11)         0.07
</TABLE>
<TABLE>
<S>                                                         <C>              <C>               <C>           <C>
                                                                             Fiscal 1998 Quarters Ended
                                                           ----------------------------------------------------------------
                                                              May 2,          August 1,      October 31,      January 30,
                                                               1998             1998            1998             1999
                                                           ----------------------------------------------------------------

       Net sales                                              $82,513         $95,786           $69,732       $80,028
       Gross margin                                            30,621          34,510            24,236        26,799
       Net income (loss)                                        2,045           3,517            (1,716)          537
       Net income (loss) per common share - diluted              0.20            0.33             (0.16)         0.05

</TABLE>

  Net income in  the third and fourth  quarters of fiscal 1999 was  increased by
  $734,000 and $988,000, or $0.07 and $0.09 per diluted share, respectively,  as
  a result of adjustments to the  estimated  effective  income  tax rate used in
  previous  quarters  within  fiscal 1999.  Net income in the fourth  quarter of
  fiscal  1999 was also  increased  by a  $340,000  or $0.03  per diluted  share
  adjustment to match the Company's  workers'  compensation  liability  with the
  annual actuarial estimate.

  Net income in the fourth quarter of fiscal 1998 was increased by $968,000,  or
  $0.09 per diluted share, as a result of adjustments to the estimated effective
  income tax rate used in previous quarters within fiscal 1998.

  NOTE J - Effect of Restructuring

  In response to lower than expected operating results, the Company announced a
  restructuring  plan  during  the  fourth  quarter  of fiscal  1997.  The plan
  included  initiatives  designed  to return the  Company to  profitability  by
  lowering operating costs, redeploying assets and curtailing the number of new
  store openings until the Company's existing stores were operating profitably.
  Under the plan, the Company  estimated that it would close  approximately  75
  low-volume, underperforming stores and eliminate approximately 300 positions.
  The  Company  recorded  a  one-time  charge of  $2,265,000  during the fourth
  quarter of fiscal 1997 to cover  costs  associated  with the plan.  The total
  charge included costs to close stores, such as the noncash write-off of fixed
  assets and store  supplies  of  $1,378,000,  lease  buyouts of  approximately
  $398,000,  and  employee  severance  costs,   outplacement  costs  and  other
  miscellaneous expenses of approximately $489,000.

  A  substantial  number  of  the  stores  identified  for  closing  under  the
  restructuring  plan were closed by January 30, 1999.  Certain of these stores
  were no longer under  consideration  for closing  during fiscal 1998 due to a
  significant improvement in performance since the announcement of the plan. As
  a result,  during the fourth quarter of fiscal 1998,  the Company  recorded a
  favorable  adjustment to pre-tax  income of $385,000 to reverse the estimated
  cost, recorded in fiscal 1997, of closing these stores.

  ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                 FINANCIAL DISCLOSURE
                 None

  PART III

  ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  Effective February 29, 2000, Warren Flick resigned his position as a member of
  the Board of  Directors  of the  Company  for  personal  reasons  and  without
  disagreement with the Company regarding the Company's operations,  policies or
  procedures.

  Effective March 6, 2000, Renee M. Love was appointed to the Company's Board of
  Directors.

  The remaining  information  required under this item is incorporated herein by
  reference to the sections  entitled  "Election of  Directors"  and  "Executive
  Officers of the Company" and "Section  16(a)  Beneficial  Ownership  Reporting
  Compliance"  of  the  Company's   definitive   Proxy   Statement  (the  "Proxy
  Statement")  filed with the Securities  and Exchange  Commission in connection
  with the Annual Meeting of Shareholders scheduled to be held June 7, 2000.

  ITEM 11.       EXECUTIVE COMPENSATION

  The information  required under this item is incorporated  herein by reference
  to the  sections  entitled  "Compensation  Committee  Interlocks  and  Insider
  Participation,"  "Compensation of Executive Officers,"  "Employment  Contracts
  and Deferred  Compensation  Arrangements,"  "Compensation  Committee Report on
  Executive  Compensation,"  "Performance  Graph" and  "Election  of Directors -
  Directors' Fees" of the Proxy Statement.

  ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The information  required under this item is incorporated  herein by reference
  to the sections entitled "Security  Ownership of Certain  Beneficial  Owners,"
  "Election of Directors"  and "Security  Ownership of  Management" of the Proxy
  Statement.

  ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  The information  required in this item is incorporated  herein by reference to
  the  sections  entitled   "Compensation   Committee   Interlocks  and  Insider
  Participation"   and   "Employment   Contracts   and   Deferred   Compensation
  Arrangements" of the Proxy Statement.

  PART IV

  ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

  (a) 1.   Financial Statements

           The following financial statements of One Price Clothing Stores, Inc.
           are included in Part II, Item 8:

                    Independent Auditors' Report

                    Consolidated Balance Sheets as of January 29, 2000 and
                    January 30, 1999

                    Consolidated  Statements of Operations  for the fiscal years
                    ended  January  29,  2000,  January 30, 1999 and January 31,
                    1998

                    Consolidated  Statements  of  Shareholders'  Equity  for the
                    fiscal years ended  January 29,  2000,  January 30, 1999 and
                    January 31, 1998

                    Consolidated  Statements  of Cash Flows for the fiscal years
                    ended  January  29,  2000,  January 30, 1999 and January 31,
                    1998

                    Notes to Consolidated Financial Statements

  (a) 2.   Financial Statement Schedule

           The following financial statement schedule of One Price Clothing
           Stores, Inc. is included in Item 14(d):

                    Schedule II -- Valuation and Qualifying Accounts.

                    Schedules  not listed above have been  omitted  because they
                    are not  applicable  or the  information  is included in the
                    financial statements or notes thereto.

  (a) 3.   Exhibits, including those incorporated by reference (in accordance
           with Item 601 of Regulation S-K)

           Incorporated herein by reference to the list of Exhibits contained in
           the Exhibit Index which begins on Page 35 of this Report.


<PAGE>




SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                           ONE PRICE CLOTHING STORES, INC.

Date:  April 26, 2000                      /s/ Larry I. Kelley
                                           -------------------
                                           Larry I. Kelley

                                           President and Chief Executive Officer
                                           (principal executive officer)

 Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  this
 report  has been  signed  below  by the  following  persons  on  behalf  of the
 Registrant and in the capacities and on the dates indicated.

Date:  April 26, 2000                      /s/ Leonard M. Snyder
                                           ---------------------
                                           Leonard M. Snyder
                                           Chairman of the Board of Directors

Date:  April 26, 2000                      /s/ Larry I. Kelley
                                           -------------------
                                           Larry I. Kelley
                                           President and Chief Executive Officer
                                           (principal executive officer)

Date:  April 26, 2000                      /s/ H. Dane Reynolds
                                           --------------------
                                           H. Dane Reynolds
                                           Senior Vice  President  and Chief
                                           Financial   Officer    (principal
                                           financial  officer and  principal
                                           accounting officer)

Date:  April 26, 2000                      /s/ Laurie M. Shahon
                                           --------------------
                                           Laurie M. Shahon
                                           Director

Date:  April 26, 2000                      /s/ Malcolm L. Sherman
                                           ----------------------
                                           Malcolm L. Sherman
                                           Director

Date:  April 26, 2000                      /s/ James M. Shoemaker, Jr.
                                           ---------------------------
                                           James M. Shoemaker, Jr.
                                           Director

Date:  April 26, 2000                      /s/ Allan Tofias
                                           ----------------
                                           Allan Tofias
                                           Director

Date: April 26, 2000                       /s/ Renee M. Love
                                           -----------------
                                           Renee M. Love
                                           Director


<PAGE>



<TABLE>
<S>                      <C>                     <C>                         <C>            <C>                 <C>

                         ONE PRICE CLOTHING STORES, INC.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS


          COL. A                  COL. B                           COL. C                          COL. D           COL. E
 ------------------------- ---------------------- ------------------------------------------ ------------------- --------------


       DESCRIPTION                                                ADDITIONS
                           Balance at             Charged to                   Charged       Deduction -         Balance
                           Beginning of           Cost &                       to Other-     Describe (1)        at End of
                           Period                 Expenses                     Describe                          Period
 ------------------------- ---------------------- ------------------------------------------ ------------------- --------------


  FISCAL YEAR ENDED
  JANUARY 29, 2000

  Allowance for
  doubtful accounts        $    80,000            $   248,000                                $   234,000         $    94,000
                           ===========            ===========                                ===========         ===========


  FISCAL YEAR ENDED
  JANUARY 30, 1999

  Allowance for
  doubtful accounts        $   196,000            $    130,000                               $   246,000         $    80,000
                           ===========            ============                               ===========         ===========


  FISCAL YEAR ENDED
  JANUARY 31, 1998

  Allowance for
  doubtful accounts        $   144,000            $    432,000                               $   380,000         $   196,000
                           ===========            ============                               ===========         ===========


(1)      Deductions pertain to write-offs charged against the allowance for returned customer checks.

</TABLE>

<PAGE>




                         ONE PRICE CLOTHING STORES, INC.
                                  EXHIBIT INDEX
<TABLE>
<S>              <C>

Exhibit

Number            Description

3(a)              Certificate of  Incorporation  of the  Registrant,  as amended
                  through  April 1987:  Incorporated  by reference to exhibit of
                  the same number to Registrant's Registration Statement on Form
                  S-1, filed April 10, 1987 (File No. 33-13321) ("the S-1").

3(a)(1)           Certificate  of  Amendment  of  Certificate  of  Incorporation  of  the
                  Registrant:  Incorporated by reference to exhibit of the same number to the
                  Registrant's  Annual Report on Form 10-K for the year ended January 1, 1994
                  (File No. 0-15385).

3(b)              Restated  By-Laws of the  Registrant,  as of July 22, 1992 and
                  amended  as of July 20,  1994,  March  14,  1996 and April 29,
                  1998:  Incorporated  by  reference  to  Exhibit  10(h)  to the
                  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
                  ended May 2, 1998  (File No.  0-15385)  ("the  April 1998 Form
                  10-Q").

4(a)              See Exhibits 3(a), 3(a)(1), and 3(b).

4(b)              Specimen of Certificate of the Registrant's  common stock:  Incorporated by
                  reference to Exhibit 1 to the Registrant's  Registration  Statement on Form
                  8-A filed with the  Securities  and  Exchange  Commission  on June 23, 1987
                  (File No. 0-15385).

4(c)              Shareholder  Rights  Agreement by and between the  Registrant  and Wachovia
                  Bank of North  Carolina,  N. A. as Rights  Agent  dated  November  3, 1994:
                  Incorporated by reference to Exhibit 2 to the  Registrant's  Form 8-K filed
                  November 10, 1994 (File No. 0-15385).

4(d)              Loan and Security Agreement by and between Congress  Financial  Corporation
                  (Southern) as Lender and the  Registrant  and One Price  Clothing of Puerto
                  Rico, Inc. as Borrowers dated March 25, 1996:  Incorporated by reference to
                  exhibit of same number to the  Registrant's  Annual Report on Form 10-K for
                  the year ended December 30, 1995 (File No. 0-15385).

4(d)(1)           Amendment  Number One to the Loan and Security  Agreement by and between
                  Congress Financial Corporation (Southern) as Lender and the Registrant, One
                  Price Clothing of Puerto Rico,  Inc. and One Price  Clothing - U.S.  Virgin
                  Islands, Inc. as Borrowers dated May 16, 1997: Incorporated by reference to
                  Exhibit  10(a) to the  Registrant's  Quarterly  Report on Form 10-Q for the
                  quarter ended May 3, 1997 (File No. 0-15385) ("the April 1997 Form 10-Q").

4(d)(2)           Amendment  Number Two to the Loan and Security  Agreement by and between
                  Congress Financial Corporation (Southern) as Lender and the Registrant, One
                  Price Clothing of Puerto Rico,  Inc. and One Price  Clothing - U.S.  Virgin
                  Islands,  Inc. as Borrowers dated June 17, 1997:  Incorporated by reference
                  to Exhibit 10(c) to the Registrant's  Quarterly report on Form 10-Q for the
                  quarter  ended  August 2,  1997  (File No.  0-15385)  ("the  July 1997 Form
                  10-Q").

4(d)(3)           Amendment Number Three to the Loan and Security Agreement by and between
                  Congress Financial Corporation (Southern) as Lender and the Registrant, One
                  Price Clothing of Puerto Rico,  Inc. and One Price  Clothing - U.S.  Virgin
                  Islands,  Inc. as  Borrowers  dated  February  19,  1998:  Incorporated  by
                  reference to exhibit of the same number to the  Registrant's  Annual Report
                  on Form 10-K for the year ended January 31, 1998 (File No.  0-15385)  ("the
                  1997 Form 10-K").

4(d)(4)           Amendment Number Four to the Loan and Security  Agreement by and between
                  Congress Financial Corporation (Southern) as Lender and the Registrant, One
                  Price Clothing Stores,  Inc. of Puerto Rico and One Price Clothing Stores -
                  U.S. Virgin Islands, Inc. as Borrowers dated January 31, 1999: Incorporated
                  by  reference  to exhibit  of the same  number to the  Registrant's  Annual
                  Report on Form 10-K for the year ended January 30, 1999 (File No.  0-15385)
                  ("the 1998 Form 10-K").

4(d)(5)+          Amendment Number Five to the Loan and Security Agreement by and between
                  Congress Financial Corporation (Southern) as Lender and the Registrant, One
                  Price  Clothing  Stores,  Inc. of Puerto Rico and One Price Clothing - U.S.
                  Virgin Islands, Inc. as Borrowers dated February 23, 2000.

4(e)              Mortgage and Security  Agreement by and between First Union  National Bank,
                  as Mortgagee and One Price Realty,  Inc. as Mortgagor  dated June 17, 1997:
                  Incorporated by reference to Exhibit 10(d) to the July 1997 Form 10-Q.

4(f)              Promissory  Note by and  between  First Union  National  Bank and One Price
                  Realty,  Inc.  dated June 17,  1997:  Incorporated  by reference to Exhibit
                  10(e) to the July 1997 Form 10-Q.

4(g)              Continuing  Commercial  Credit Agreement by and between Carolina First Bank
                  as Lender and the  Registrant,  One Price Clothing of Puerto Rico, Inc. and
                  One Price Clothing - U.S. Virgin  Islands,  Inc. as Borrowers dated May 16,
                  1997:  Incorporated  by reference  to Exhibit  10(b) to the April 1997 Form
                  10-Q.

4(g)(1)           Amendment  Number One to the Continuing  Commercial  Credit Agreement by
                  and between  Carolina  First Bank as Lender and the  Registrant,  One Price
                  Clothing of Puerto Rico, Inc. and One Price Clothing - U.S. Virgin Islands,
                  Inc. as  Borrowers  dated March 20,  1998:  Incorporated  by  reference  to
                  exhibit of the same number to the 1997 Form 10-K.

4(g)(2)           Amendment  Number Two to the Continuing  Commercial  Credit Agreement by
                  and between  Carolina  First Bank as Lender and the  Registrant,  One Price
                  Clothing of Puerto Rico, Inc. and One Price Clothing - U.S. Virgin Islands,
                  Inc. as  Borrowers  dated April 21,  1998:  Incorporated  by  reference  to
                  exhibit of the same number to the 1997 Form 10-K.

4(g)(3)           Amendment Number Three to the Continuing  Commercial Credit Agreement by
                  and between  Carolina  First Bank as Lender and the  Registrant,  One Price
                  Clothing of Puerto Rico, Inc. and One Price Clothing - U.S. Virgin Islands,
                  Inc. as  Borrowers  dated  November 5, 1998:  Incorporated  by reference to
                  Exhibit  10(c) to the  Registrant's  Quarterly  Report on Form 10-Q for the
                  quarter ended October 31, 1998 (File No. 0-15385).

4(g)(4)           Amendment Number Four to the Continuing  Commercial  Credit Agreement by
                  and between  Carolina  First Bank as Lender and the  Registrant,  One Price
                  Clothing of Puerto Rico, Inc. and One Price Clothing - U.S. Virgin Islands,
                  Inc. as  Borrowers  dated March 31,  1999:  Incorporated  by  reference  to
                  exhibit of the same number to the 1998 Form 10-K.

4(g)(5)+          Amendment Number Five to the Continuing  Commercial Credit Agreement by
                  and between  Carolina  First Bank as Lender and the  Registrant,  One Price
                  Clothing of Puerto Rico, Inc. and One Price Clothing - U.S. Virgin Islands,
                  Inc. as Borrowers dated February 23, 2000.

4(h)              The Company hereby agrees to furnish to the Commission  upon request of the
                  Commission a copy of any  instrument  with  respect to  long-term  debt not
                  being registered in a principal amount less than 10% of the total assets of
                  the Company and its subsidiaries on a consolidated basis.

</TABLE>

<PAGE>
<TABLE>
<S>               <C>

 Material Contracts:

10(a)*            Stock Option Plan of the  Registrant  dated February 20, 1987 and related
                  forms of Incentive and Non-qualified Stock Option Agreements:  Incorporated
                  by reference to Exhibit 10(d) to the S-1.

10(b)*            Stock Option Plan of the  Registrant  dated December 12, 1988 and related
                  forms of Incentive and Non-qualified Stock Option Agreements:  Incorporated
                  by reference to Exhibit  10(a) to the  Registrant's  Annual  Report on Form
                  10-K for the year ended  December  31, 1998 (File No.  0-15385)  ("the 1988
                  Form 10-K").

10(c)*            One Price Clothing Stores,  Inc. 1991 Stock Option Plan:  Incorporated by
                  reference to Exhibit 10(b) to the  Registrant's  Annual Report on Form 10-K
                  for the year ended December 28, 1991 (File No. 0-15385).

10(c)(1)*         Amendment  Number One to One Price Clothing  Stores,  Inc. 1991 Stock
                  Option Plan dated June 9, 1999:  Incorporated by reference to Exhibit 10(a)
                  to the  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
                  July 31, 1999 (File No. 0-15385) ("the July 1999 Form 10-Q").

10(d)*            Summary of  Incentive  Compensation  Plan:  Incorporated  by reference to
                  exhibit of the same number to the 1998 Form 10-K.

10(e)*            Form of Employment Agreement between Registrant and Henry D. Jacobs, Jr.:
                  Incorporated by reference to Exhibit 10(j) to the 1988 Form 10-K.

10(f)*            Addendum  to  Employment  Agreement  dated  March 6,  1997  between  the
                  Registrant and Henry D. Jacobs,  Jr.:  Incorporated by reference to Exhibit
                  10(p) to the 1996 Form 10-K.

10(g)*            Agreement  dated June 24,  1992  between  the  Registrant  and Raymond S.
                  Waters:  Incorporated  by  reference to Exhibit  10(l) to the  Registrant's
                  Annual  Report on Form 10-K for the year  ended  January  2, 1993 (File No.
                  0-15385).

10(h)*            Directors'  Stock Option Plan effective  April 19, 1995:  Incorporated by
                  reference to Exhibit  10(m) in to  Registrant's  Annual Report on Form 10-K
                  for the year ended December 31, 1994 (File No. 0-15385).

10(h)(1)*         Amendment  Number  One  dated  March 14,  1996 to One Price  Clothing
                  Stores,  Inc.  Director  Stock  Option Plan:  Incorporated  by reference to
                  Exhibit  10(a) to the  Registrant's  Quarterly  Report on Form 10-Q for the
                  quarter ended May 4, 1996 (File No. 0-15385).

10(h)(2)*         Amendment  Number Two dated June 9, 1999 to One Price Clothing Stores,
                  Inc. Director Stock Option Plan: Incorporated by reference to Exhibit 10(b)
                  to the July 1999 Form 10-Q.

10(i)*            Agreement  dated  March 25, 1997  between  the  Registrant  and Henry D.
                  Jacobs, Jr.: Incorporated by reference to Exhibit 10(n) to the Registrant's
                  Annual  Report on Form 10-K for the year ended  February  1, 1997 (File No.
                  0-15385) ("the 1996 Form 10-K").

10(j)*            Stock Option Agreement dated March 26, 1997 between  Registrant and Larry
                  I. Kelley:  Incorporated  by  reference to Exhibit  10(c) to the April 1997
                  Form 10-Q.

10(k)*            Letter of Understanding regarding Non-Executive Chairman of the
                  Board  position and Consulting  Agreement  dated April 16, 1998
                  and  Amendments  to  Letter  of  Understanding  and  Consulting
                  Agreement  dated  December 22, 1998 and October 8, 1999 between
                  the Registrant and Leonard Snyder: Incorporated by reference to
                  Exhibit 10 to the  Registrant's  Quarterly  Report on Form 10-Q
                  for the quarter ended October 30, 1999 (File No. 0-15385).

10(l)*            Stock Option  Agreement  dated April 16, 1998 between the  Registrant and
                  Leonard  Snyder:  Incorporated  by reference to Exhibit  10(g) to the April
                  1998 Form 10-Q.

10(m)*            Employment  Agreement  dated March 26, 1997 and  Amendment to  Employment
                  Agreement  dated  December  22, 1998  between the  Registrant  and Larry I.
                  Kelley: Incorporated by reference to Exhibit 10(n) to the 1998 Form 10-K.

10(n)*            Employment  Agreement  dated March 30, 1992 and  Amendment to  Employment
                  Agreement dated February 4, 1997 and amended  December 28, 1998 between the
                  Registrant and Ronald Swedin: Incorporated by reference to Exhibit 10(o) to
                  the 1998 Form 10-K.

10(o)*            Employment Agreement dated November 10, 1997 and Amendments to Employment
                  Agreement  dated April 16, 1998 and January 14, 1999 between the Registrant
                  and A. J. Nepa: Incorporated by reference to Exhibit 10(q) to the 1998 Form
                  10-K.

10(p)*            Employment  Agreement  dated April 12, 1999 between the Registrant and H.
                  Dane Reynolds:  Incorporated by reference to Exhibit 10(r) to the 1998 Form
                  10-K.

10(q)*+           One Price Clothing Stores,  Inc.  Deferred  Compensation  Plan effective
                  January 1, 2000 and the related Trust Agreement effective January 27, 2000,
                  between Carolina First Bank as Trustee and the Registrant.

10(r)*+           One Price Clothing Stores, Inc. Deferred  Compensation Plan for
                  Non-Employee  Directors  effective  January  1,  2000  and  the
                  related Trust  Agreement  effective  January 27, 2000,  between
                  Carolina First Bank as Trustee and the Registrant.

10(s)*            Lease Agreement by and between One Price Clothing Stores,  Inc. as Tenant
                  and One Price Realty, Inc. as Landlord dated June 17, 1997: Incorporated by
                  reference to Exhibit 10(f) to the July 1997 Form 10-Q.

21                Subsidiaries of the Registrant

23                Consent of Independent Accountants

27                Financial Data Schedule (electronic filing only)
 ---------------------------------------
 * Denotes a management contract or compensatory plan or agreement.
 + Filed herewith.
</TABLE>

(b)          Reports on Form 8-K.

             No reports on Form 8-K were  required  to be filed  during the last
             quarter of the period covered by this report.

(c)          Exhibits.

             The  response to this portion of Item 14 is submitted as a separate
             section of this report.

(d)          Financial Statement Schedules.

             The  response to this portion of Item 14 is submitted as a separate
             section of this report.