EXHIBIT 10(p) Employment Agreement dated October 21, 1991 and Amendments to 
Employment Agreement  dated April 16, 1998 and December 28, 1998 between the 
Registrant and George V. Zalitis

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT,  made and entered into this 21st day of October,  1991,
by and between One Price Clothing Stores,  Inc., a Delaware corporation with its
principal place of business in Spartanburg County,  South Carolina,  hereinafter
referred to as  "Employer,"  and George V.  Zalitis,  a resident of  Huntington,
State of New York, hereinafter referred to as "Employee."

                                   WITNESSETH:

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

1.   EMPLOYMENT. Subject to the terms and conditions of this Agreement, employer
     employs Employee as its Vice President of Finance and Employee accepts such
     employment  with Employer.  The employment  hereunder shall commence on the
     date  Employee  reports  for full  time  work,  and  shall  continue  until
     terminated as hereinafter provided.

2.   TERMINATION. The employment hereunder shall terminate at the will of either
     party at any time,  with or without  cause or upon the mutual  agreement of
     the parties hereto.

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

4.  COMPENSATION AND BENEFITS.

(a)  Salary.  For all  services  rendered  to  Employer  under  this  Agreement,
     Employer shall pay Employee an annual base salary of not less than $95,000,
     subject to annual review,  payable in bi-weekly  installments in accordance
     with the usual  payroll  practice of  Employer,  less all legally  required
     deductions.


(b)  Bonus. In addition to the above salary, the Board of Directors of Employer,
     in its sole discretion, may award to Employee such annual or other bonus as
     it may  determine or as may be  applicable  in  accordance  with a bonus or
     comparable  plan which may be adopted by the Board of  Directors.  Employee
     shall  be  entitled  to a first  year  minimum  bonus of  $5,000,  provided
     Employee is actively employed by Employer at December 27, 1991.

(c)  Special Stock Option. Employee shall be granted an option for 12,000 shares
     of  Employer's  common  stock at the market  price on the day of the grant,
     exercisable  twenty (20%) percent  annually  commencing  twelve (12) months
     from the day of grant.

(d)  Other Benefits.

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

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

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

          (i) Employer agrees to reimburse Employee for air travel up to six (6)
     round  trip  airline  tickets,   other  than   first-class,   to  and  from
     Greenville/Spartanburg, SC/New York, NY.
          (ii) Transportation of household goods and effects,  and not more than
     two (2) automobiles. This includes transportation of one (1) boat.

          (iii) Upon  reporting for work Employer  agrees to reimburse  Employee
     for up to six (6)  months  for the cost of interim  living  expenses,  such
     reimbursement  to cover lodging only and not food or other expenses.  Total
     cost of interim living expenses not to exceed $4,000.
          (iv) Employer agrees to reimburse  Employee for lodging,  meals, etc.,
     for a maximum of three (3) trips,  which  includes the actual  moving event
     and two (2) other trips.

(f)  Employer  shall pay  Employee  up to $15,000  of  documented  expenses  for
     brokerage fees,  closing costs,  double  mortgage  payments and any and all
     other related relocation expenses. This payment will be made within fifteen
     (15) days after submission of a documented statement.

(g)  Payments Upon Termination. In the event Employee is terminated by Employer,
     with or without  cause,  except for fraud,  theft or  dishonesty,  Employer
     shall continue Employee's salary following  Employee's  termination for six
     (6)  additional  months at the annual  base salary in effect at the date of
     Employee's termination, payable in accordance with Employer's usual payroll
     practices. In the event Employee voluntarily terminates his employment with
     Employer,  he  shall  be  entitled  to  no  additional  payment  upon  such
     termination other than any then accrued but unpaid salary, vacation pay, or
     other normal  reimbursement  items. In the event Employee shall voluntarily
     terminate his employment  with Employer  prior to his first  anniversary of
     employment,  Employee  shall  reimburse  Employer  fifty  (50%)  percent of
     payments received for moving expenses and relocation expense  reimbursement
     set forth in paragraph (e) and paragraph (f) above.

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

6.  NON-COMPETITION.

(a)  Upon termination of Employee's employment with Employer,  whether voluntary
     or involuntary  and whether with or without cause,  Employee will not for a
     period of three (3) years from date of such  termination  conduct or engage
     in,  directly or  indirectly,  alone or jointly,  with any other  person or
     corporation as agent, consultant, employee, manager, purchaser, proprietor,
     stockholder,  co-partner, or otherwise, any type of retail apparel business
     which uses the one price concept or a substantially  similar concept,  such
     as a ceiling  price  point.  This  restriction  applies to the  continental
     United States.

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


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


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

                               To Employee:      George Zalitis
                                                 Greer, SC

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

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

10.  REPRESENTATIONS  AND  WARRANTIES.   Employee  represents  and  warrants  to
     Employer  that he is under no  obligation  to or bound by any contract with
     any person,  corporation or other entity which would prohibit or in any way
     interfere with the  performance  of his duties and  obligations to Employer
     under this Agreement.

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

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

13.  COUNTERPARTS.  This Agreement may be executed in one or more  counterparts,
     all of which taken together shall constitute one instrument.

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

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

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

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the date first above written.
<TABLE>
<S>                                                 <C>

Witnesses:                                           One Price Clothing Stores, Inc.
/s/  R. S. Waters                                    By:   /s/ Henry D. Jacobs, Jr.      (Seal)  
                                                           Henry D. Jacobs, Jr.
/s/ Diane O'Bryant                                         Chairman of Board of Directors
As to Employer                                             "EMPLOYER"

/s/  Ethan S. Shapiro                                      /s/ George V. Zalitis           (Seal)       
                                                           George V. Zalitis
/s/   Diane O'Bryant                        
As to Employee                                              "EMPLOYEE"
</TABLE>

First Amendment to Employment Agreement Dated October 21, 1991
by and between One Price Clothing Stores, Inc. and George Zalitis

 ----------------------------------------------------------------



On October 21, 1991, George Zalitis ( "Mr. Zalitis" or "Employee")  entered into
an employment  contract (the "Agreement")  with One Price Clothing Stores,  Inc.
("One Price" or "Employer").  Consistent with Employee's recent promotion to the
position  of  Senior  Vice-President,  Planning,  Allocation  and  Distribution,
Employer and Employee wish to amend such Agreement as follows:

Section 4(a) of the  Agreement,  providing  for  "Compensation  and Benefits" is
hereby amended to provide for a base salary of $200,000.

The Agreement  currently  provides for payments upon termination under the first
sentence in section 4. (g) as follows:

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

The foregoing section 4. (g)  is hereby amended by adding the following sentence
immediately after such first sentence in Section 4.
(g) of the Agreement:


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

In addition to the forgoing amendments, the three year restriction of Section 6.
of the  Agreement,  "NON-COMPETITION"  is hereby amended by adding the following
language to clarify that:

     "Upon  termination,  whether  voluntary or involuntary,  Employee shall not
engage in any type of  "off-price"  retail  apparel  business whose price points
and/or  customer base could  reasonably be  considered in  competition  with the
business of Employer,  either now or at the time of  termination.  Ceiling price
points and single price concepts shall be included."

The  Agreement is further  amended by adding the following new Section 17, which
shall provide:

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

Except as provided for herein by the foregoing  amendment,  the Agreement  shall
continue unchanged and in full force and effect.

IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of this
16th day of April, 1998.

One Price Clothing Stores                                     George Zalitis

By:_/s/ Larry I. Kelley                                      /s/ George Zalitis
       Larry I. Kelley                                       "EMPLOYEE"
       President and C.E.O.
       "EMPLOYER"

            Amendment to Employment Agreement Dated October 21, 1991,
                      as Previously Amended April 16, 1998

Reference is made to the Employment  Agreement dated as of, October 21,1991,  as
amended on February  4, 1997  ("Agreement")  by and  between One Price  Clothing
Stores, Inc. ("Employer") and George V. Zalitis  ("Employee").  The Agreement is
hereby  amended to add the following new  provisions  relating to termination of
employment  by Employee  for "good  reason"  following a "Change of Control" (as
hereinafter defined).

     1. The following new Section 4 (h) is add to the Agreement:

     4 (h). Change of Control - In the event the Employee's  employment with the
Company is terminated by the Employer without Cause, or for "Good Reason" by the
Employee,  within  24  months  after a  "Change  of  Control"  of  Employer  (an
"Employment  Event"),  then Employer shall pay to Employee,  in one lump sum, an
amount equal to eighteen  (18) months  severance  pay rather than the maximum of
twelve  (12) months  severance  pay  currently  provided  for in the  Agreement.
Termination for "Good Reason" shall be deemed to have occurred, and the Employee
shall be entitled to the benefits of this provision, if the Employee voluntarily
terminates his employment after 30 days written notice to Employer and following
the  occurrence of any of the following  events,  provided a "Change of Control"
has occurred: (i) the assignment to the Employee of any duties inconsistent with
the  highest  position   (including  status,   offices,   titles  and  reporting
requirements),  authority,  duties or responsibilities  attained by the Employee
during  the  period of his  employment  with the  Employer  or any action by the
Employer which results in a material  diminishment in such position,  authority,
duties or  responsibilities as were in effect immediately prior to the Change in
Control; (ii) a decrease in the Employee's  compensation (including base salary,
bonus or fringe  benefits);  (iii)  relocation  by Employer of the Employee more
than 50 miles outside of the Greenville /Spartanburg area of South Carolina; or,
(iv) failure of any successor of the Employer to comply with this Agreement.  In
consideration  for the benefits  conferred to Employee under this provision,  in
the absence of an Employment  Event Employee  agrees to continue his employment,
following a Change of Control, for a minimum period of six months.

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

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

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

(ii) The occurrence of Section II (a)(ii) Event,  as defined in the  Shareholder
Rights  Agreement,  dated  November  3,  1994,  between  Wachovia  Bank of North
Carolina,  N.A., as Rights Agent, and Employer ("Rights  Agreement"),  provided,
however,  that for these  purposes  the  applicable  percentage  for a Change of
Control  to arise  from a  change  in  stock  ownership  shall be 40% and 20% as
provided for in the Rights Agreement.

This Amendment shall be binding upon any successor to the Company.

Except as provided for herein by the foregoing  amendment,  the Agreement  shall
continue unchanged in full force and effect.

IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of this
28 day of December, 1998.


One Price Clothing Stores, Inc.                       George V. Zalitis
By:      /s/ Larry I. Kelley                          /s/ George V. Zalitis 
Title:  President & CEO                                     "EMPLOYEE"