RESTATED
                                      BY-LAWS
                                        OF
                        ONE PRICE CLOTHING STORES, INC.
                          ( a Delaware corporation)


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                                                       INDEX
                                                                           Page
ARTICLE I.     Offices   ............................................        1
ARTICLE II.    Stockholders' Meetings  ..............................        1
         Section 2.1      Places of  Meetings .......................        1
         Section 2.2      Annual Meetings     ........................       1
         Section 2.3      Special Meetings   .........................       2
         Section 2.4      Voting    ..................................       2
         Section 2.5      Quorum  ....................................       2
         Section 2.6      List of Stockholders  ......................       3
         Section 2.7      Action Without Meeting......................       4
ARTICLE III.       Board of Directors  ...............................       4
         Section 3.1      Powers  ....................................       4
         Section 3.2      Numbers and Qualification...................       4
         Section 3.3      Compensation  ..............................       5
         Section 3.4      Meetings and Quorum  .......................       5
         Section 3.5      Committees  ................................       6
         Section 3.6      Conference Telephone Meetings ..............       7
         Section 3.7      Action Without Meeting    ..................       7
ARTICLE IV.   Officers  ..............................................       7
         Section 4.1      Titles and Election  .......................       7
         Section 4.2      Duties  ....................................       8
                  (a)     Chairman of the Board of Directors.........        9
                  (b)     President  .................................       9
                  (c)     Vice President..............................       9
                  (d)     Secretary ...................................     10
                  (e)     Treasurer ...................................     10
         Section 4.3      Delegation of Authority  ....................     11
         Section 4.4      Compensation  ...............................     11


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ARTICLE V.  Resignation, Vacancies and Removals  ......................     11
         Section 5.1      Resignations  ................................    11
         Section 5.2      Vacancies.....................................    11
                  (a)     Directors  ...................................    11
                  (b)     Officers......................................    12
         Section 5.3      Removals .....................................    12
                  (a)     Directors ....................................    12
                  (b)     Officers  ....................................    12
ARTICLE VI.    Capital Stock  ..........................................    12
         Section 6.1      Certificates of Stock  .......................    12
         Section 6.2      Transfer of Stock  ...........................    13
         Section 6.3      Record Dates  ................................    13
         Section 6.4      Lost Certificates ............................    14

ARTICLE VII.    Fiscal Year, Bank Deposits, Checks, Etc.................    14
         Section 7.1      Fiscal Year  ..................................   14
         Section 7.2      Bank Deposits, Checks, Etc.  .................    14

ARTICLE VIII.   Books and Records  .....................................    15
         Section 8.1      Place of Keeping Books  ......................    15
         Section 8.2      Examination of Books  ........................    15
ARTICLE IX.   Notices  .................................................    15
         Section 9.1      Requirements of Notice  ......................    15
              Section 9.2 Waivers ......................................    16
ARTICLE X.   Seal         ...............................................   16
ARTICLE XI.   Powers of Attorney  ......................................    16
ARTICLE XII.   Indemnification of Directors, Officers and Employees ....    17
         Section 12.1     Action Other Than By or in the Right
                          of the Corporation  ..........................    17
         Section 12.2     Action By or in the Right  of the
                          Corporation...................................    18
         Section 12.3     Determination of Right of Indmnification .....    19




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         Section 12.4     Indemnification Against Expenses of Successful 
                          Party ........................................    19
         Section 12.5     Advances of Expenses .........................    20
         Section 12.6     Right of Agent to Indemnification
                          Upon Application; Procedure Upon
                          Application  .................................    20
         Section 12.7     Other Rights and Remedies ....................    21
         Section 12.8     Insurance ....................................    22
         Section 12.9     Indemnity Fund ...............................    22
         Section 12.10    Indemnification of Other Persons..............    22
         Section 12.11    Survival of Indemnification...................    23
         Section 12.12    Saving Clause ................................    23
         Section 12.13    Certain Definitions ..........................    23
ARTICLE XIII.    Amendments ............................................    25





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                            ONE PRICE CLOTHING STORES, INC.
                                       BY- LAWS
                                       ARTICLE I
                                        OFFICER
             The Corporation  shall at all times maintain a registered office in
the State of Delaware and a registered  agent at that address but may have other
offices located in or outside of the State of Delaware as the Board of Directors
may from time to time determine.
                                  ARTICLE II
                            Stockholders' Meetings
         2.1 Places of Meetings.  All meetings of stockholders  shall be held at
such  place or places in or  outside  of the State of  Delaware  as the Board of
Directors may from time to time  determine or as may be designated in the notice
of meeting or waiver of notice thereof, subject to any provisions of the laws of
the State of Delaware.
         2.2  Annual  Meetings.  The  annual  meeting  of  stockholders  for the
election of directors and the transaction of such other business as may properly
come  before the  meeting  shall be held on such date and at such time as may be
designated from time to time by the Board of Directors  within four months after
the end of each fiscal  year of the  Corporation.  If the annual  meeting is not
held on the date designated, it may be held as soon thereafter as convenient and
shall be called the annual meeting.  Written notice of the time and place of the
annual  meeting  shall  be given by mail to each  stockholder  entitled  to vote
thereat at his address as it appears on the records of the  Corporation not less
than ten (10) nor more than sixty (60) days prior to the scheduled date thereof,
unless such notice is waived as provided by Article IX of these By-laws.





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         2.3 Special Meetings. Special meetings of stockholders may be called at
any time by the Board of  Directors  or the  Chairman of the Board of  Directors
stating the specific  purpose or purposes  thereof.  Written notice of the time,
place  and  specific  purposes  of such  meeting  shall be given by mail to each
stockholder entitled to vote thereat at his address as it appears on the records
of the corporation not less than ten (10) nor more than sixty (60) days prior to
the scheduled date thereof,  unless such notice is waived as provided by Article
IX of these By-laws.
         2.4 Voting. At all meetings of stockholders,  each stockholder entitled
to vote on the record date as determined  under Article VI, Section 6.3 of these
By-laws or , if not so determined,  as prescribed under the laws of the State of
Delaware,  shall be  entitled  to one vote for each share of stock  standing  of
record in his name,  subject to any restrictions or qualifications  set forth in
the Certificate of Incorporation or any amendment thereto.
         2.5 Quorum. At any meeting of stockholders, a majority of the number of
shares of stock  outstanding and entitled to vote thereat,  present in person or
by proxy,  shall  constitute  a quorum,  but a smaller  interest may adjourn any
meeting  from time to time,  and the  meeting may be held as  adjourned  without
further  notice,  subject to such limitation as may be imposed under the laws of
the State of Delaware.  When a quorum is present at any  meeting,  a majority of
the number of shares of stock entitled to vote present  thereat shall decide any
question  brought  before such  meeting  unless the question is one upon which a
different  vote is  required  by express  provision  of the laws of the State of
Delaware,  the Certificate of Incorporation or these By-laws, in which case such
express provision shall govern.
         2.6 List of Stockholders.  At least ten (10) days before every meeting,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical  order  and  showing  the  address  of and  the  number  of  shares
registered in the name of each  stockholder,  shall be prepared by the Secretary
or the  transfer  agent in charge of the stock ledger of the  Corporation.  Such
list shall be open for



                                                         

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examination by any stockholder,  for any purpose germane to the meeting,  during
ordinary  business  hours,  for a period of at least ten (10) days  prior to the
meeting,  either at a place  within  the city  where the  meeting is to be held,
which  place  shall be  specified  in the  notice  of the  meeting,  or,  if not
specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof,  and may be  inspected  by any  stockholder  who is present.  The stock
ledger  shall be the only  evidence as to who are the  stockholders  entitled to
examine  such  list or the books of the  corporation  or to vote in person or by
proxy at such meeting.
         2.7 Action  Without  Meeting.  Any action  required  by the laws of the
State of Delaware to be taken at any annual or special meeting of  stockholders,
or  any  action  which  may be  taken  at  any  annual  or  special  meeting  of
stockholders, may be taken without a meeting, without prior notice and without a
vote,  if a consent  in writing ,  setting  forth the action so taken,  shall be
signed by all the holders of outstanding stock entitled to vote at such meeting.

                                                    ARTICLE III
                                                Board of directors
         3.1  Powers.  The  business  and  affairs of the  corporation  shall be
carried on by or under the direction of the Board of Directors, which shall have
all the powers authorized by the laws of the State of Delaware,  subject to such
limitations  as may be provided by the  Certificate  of  Incorporation  or these
Bylaws.
         3.2 Number and Qualification. The number of directors shall be not less
than three (3) and not more than nine (9), the exact number  within such minimum
and maximum limits to be fixed and determined from time to time by resolution of
a majority  of the Board of  Directors.  Each  director  shall  serve  until the
election and qualification of his successor or until his earlier  resignation or
removal as



                                                         

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provided in the  Certificate of  Incorporation  or these By-laws.  In case of an
increase in the number of directors between  elections by the stockholders,  the
additional  directorships  shall be considered  vacancies and shall be filled in
the manner  prescribed  in  Article V of these  By-laws.  Directors  need not be
stockholders.
         3.3 Compensation.  The Board of Directors,  or a committee thereof, may
from  time to time by  resolution,  including,  but not  limited  to,  fees  for
attendance at all meetings of the Board of Directors or any  committee  thereof,
and determine the amount of such fees and compensation.
         3.4 Meeting and Quorum.  Meetings of the Board of Directors may be held
either in or outside of the State of Delaware. A quorum shall be one-third (1/3)
of the then authorized number of directors, but not less than two (2) directors.
         The Board of Directors  shall,  at the close of each annual  meeting of
stockholders and without further notice other than these By-laws, if a quorum of
directors  is then  present or as soon  thereafter  as may be  convenient,  hold
regular  meeting for the election of officers and the  transaction  of any other
business.
         The Board of Directors may from time to time provide for the holding of
regular  meetings  with or  without  notice  and may fix the times and places at
which such meetings are to be held.  Meetings other than regular meetings may be
called at any time by the Chairman of the Board of  Directors  of the  President
and must be called by the Secretary or an Assistant  Secretary  upon the request
of a majority of the Board of Directors.
         Notice of each meeting other than a regular meeting (unless required by
the Board of Directors),  shall be given to each director by mailing the same to
each director at his residence or business  address at least two (2) days before
the meeting or by  delivering  the same to him  personally  or by  telephone  or
telegraph at least one (1) day before the meeting  unless,  in case of exigency,
the Chairman of the Board



                                                         

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of Directors, the President or the Secretary shall prescribe a shorter notice to
be given personally or by telephone,  telegraph, cable or wireless to all or any
one or more of the  directors  at  their  respective  residences  or  places  of
business.
         Notice of any meeting  shall state the time and place of such  meeting,
but need not state the proposes thereof unless otherwise required by the laws of
the  State  of  Delaware,  the  Certificate  of  Incorporation  or the  Board of
Directors.
         3.5 Committees.  The Board of Directors may, by resolution adopted by a
majority of the whole Board of Directors,  provide for committees of two or more
directors  and shall elect the members  thereof to serve at the  pleasure of the
Board of Directors and may at any time change the membership of each  committee,
fill  vacancies  in it ,  authorize  the  committee  to fill  vacancies  in such
committee,  designated  alternate  members to replace any absent or disqualified
members at any meeting of such  Committee,  or dissolve it. Each such  committee
shall have the powers and preform such duties, not inconsistent with law, as may
be assigned to it by the Board of  Directors.  Each  committee may determine its
rules of procedure and the notice to be given of its meeting.  A majority of the
members of each committee shall constitute a quorum.
         3.6 Conference Telephone Meetings. Any one or more members of the Board
of Directors or any committee thereof may participate in a meeting by means of a
conference  telephone or similar  communication  equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at such meeting.
         3.7 Action  Without  Meeting.  Any action  required or  permitted to be
taken at any meeting of the Board of Directors or any  committee  thereof may be
taken  without a meeting of all members of the Board of Directors or  committee,
as the case may be, consent thereto in writing,  and the writing or writings are
filed with the minutes of proceedings of the Board of Directors or committee.



                                                         

<PAGE>



                                  ARTICLE IV
                                   OFFICERS
         4.1 Titles and Election.  The officers of the Corporation  shall be the
President,  one or more Vice  Presidents,  the Secretary and the Treasurer.  The
officers of the Corporation  shall initially be elected as soon as convenient by
the Board of Directors and thereafter, in the absence of earlier resignations or
removals,  shall be  elected  at the first  meeting  of the  Board of  Directors
following each annual meeting of stockholders. Each officer shall hold office at
the  pleasure of the Board of Directors  except as may  otherwise be approved by
the Board of Directors,  or until his earlier  resignation,  removal under these
By-laws or other  termination of his  employment.  Any person may hold more than
one office if the duties can be consistently performed by the same person.
         The Board of Directors,  in its discretion,  may also at any time elect
or appoint a  Chairman  of the Board of  Directors,  Assistant  Secretaries  and
Assistant  Treasures and such other officers as it may deem  advisable,  each of
whom shall hold office at the  pleasure of the Board of  Directors  or until his
earlier resignation,  removal or other termination of employment, and shall have
such  authority and shall perform such duties as may be prescribed or determined
from time to time by the Board of Directors or , in case of officers  other than
the  Chairman  of the Board of  Directors  as the  President  or the then senior
executive officer may prescribe or determine.
         4.2  Duties.  Subject  to  such  extension,   limitations,   and  other
provisions  as the  Board  of  Directors  may  from  time to time  prescribe  or
determine, the following officers shall have the following powers and duties:
         (a)  Chairman of the Board of  Directors.  The Chairman of the board of
Directors,  if one is elected,  shall be a director  and , when  present,  shall
preside at all meetings of the  stockholders  and of the Board of Directors  and
shall be charged with general supervision of the management and policy of the



                                                         
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Corporation  and shall have such other  powers and perform  such other duties as
the  Board  of  Directors  may  prescribe  from  time to time.  Pursuant  to the
foregoing  provision,  the Board of Directors in its  discretion may appoint the
Chairman  of  the  Board  of  Directors  as  Chief  Executive   Officer  of  the
Corporation.
         (b)  President.  The President,  if one is elected,  shall be the chief
operating officer of the Corporation, shall exercise the power and authority and
perform all of the duties commonly incident to his office,  shall in the absence
of the  Chairman  of the  Board of  Directors  preside  at all  meetings  of the
stockholders  and of the  Board of  Directors  if he is a  director,  and  shall
perform  such other  duties as the Board of  Directors  may specify from time to
time.  Pursuant  to the  foregoing  provision,  the  Board of  Directors  in its
discretion  may  appoint  the  President  as  Chief  Executive   Office  of  the
Corporation.  The  President or a Vice  President,  or any officer  specifically
authorized by the Board of Directors,  shall sign all  certificates  for shares,
bonds, debentures, promissory notes, deeds and contracts of the Corporation.
         (c) Vice President. The Vice President or Vice Presidents shall perform
such  duties  as may be  assigned  to them  from  time to time by the  Board  of
Directors or by the  President if the Board of Directors  does not do so. In the
absence  or  disability  of the  President,  the  Vice  Presidents  in  order of
seniority may, unless otherwise  determined by the Board of Directors,  exercise
the powers and perform the duties pertaining to the office of President.
         (d) Secretary. The Secretary, or in his absence an Assistant Secretary,
shall  keep the  minutes of all  meetings  of  stockholders  and of the Board of
Directors and any committee thereof, give and serve all notices,  attend to such
correspondence  as may be assigned to him,  keep in safe custody the seal of the
Corporation,  and affix such seal to all such instruments  properly  executed as
may  reacquire,  and shall  perform all of the duties  commonly  incident to his
office  and shall have such other  duties  and  powers as may be  prescribed  or
determined  from time to time by the Board of Directors  or by the  President if
the



                                                         

<PAGE>



Board of Directors does not do so.
         (e)  Treasurer.  The  Treasurer,  subject  to the order of the Board of
Directors,  shall have the care and custody of the monies, funds, and securities
of the  Corporation  (other  than his own bond,  if any,  which  shall be in the
custody of the President), shall maintain the general accounting book/accounting
records and forms of the  Corporation  and shall have,  under the supervision of
the Board of  Directors,  all the  powers and duties  commonly  incident  to his
office.  In addition to the foregoing,  the Treasurer  shall have such duties as
may be prescribed  or determined  from time to time by the Board of Directors of
by the President if the Board of Directors does not do so.
         4.3  Delegation  of  Authority.  The Board of Directors may at any time
delegate  the powers and duties of any  officer  for the time being to any other
officer, director or employee.
         4.4  Compensation.  The compensation of the officers of the corporation
shall be fixed by the Board of  Directors or a committee  thereof,  and the fact
that  any  officer  is  a  director   shall  not  preclude  him  form  receiving
compensation or from voting upon the resolution providing the same.
                             ARTICLE V
                    Resignations, Vacancies and Removals
         5.1  Resignations.  Any  director  or officer may resign at any time by
giving written  notice  thereof to the Board of Directors,  the President or the
Secretary.  any such resignation shall take effect at the time specified therein
or , if the time be not specified,  upon receipt  thereof;  and unless otherwise
specified  therein,  the acceptance of any resignation shall not be necessary to
make it effective.
         5.2   Vacancies.
                  (a) Directors. Any vacancy in the Board of Directors caused by
reason of death, incapacity,  resignation,  removal,  increase in the authorized
number of  directors  or  otherwise,  shall be filled by a majority  vote of the
remaining directors though less than a quorum, or by the sole remaining



                                                        

<PAGE>



director.  Any  director  so filling  such a vacancy  shall serve until the next
annual  meeting of  stockholders  and until  election and  qualification  of his
successor or until his earlier resignation or removal.
                  (b)  Officers.   The Board of Directors may at any time or 
from time to time fill any vacancy among the officers of the Corporation.
         5.3   Removals.
                  (a)  Directors.   The  entire  Board  of  Directors,   or  any
individual member thereof,  maybe removed, with or without cause, by the holders
of a  majority  of the  shares of  capital  stock  then  entitled  to vote at an
election of directors.
                  (b)  Officers.  Subject  to  the  provisions  of  any  validly
existing agreement, the Board of Directors may at any meeting remove from office
any officer, with or without cause, and may appoint a successor.

                                 ARTICLE VI
                               Capital Stock

         6.1  Certificates of Stock.  Every  stockholder  shall be entitled to a
certificate or  certificates  for shares of the capital stock of the Corporation
in such form as may be prescribed or authorized by the Board of Directors,  duly
numbered and setting  forth the number and kind of shares  represented  thereby.
Such certificates shall be signed by the Chairman of the Board of Directors,  or
by the  President  or a Vice  President  and by the  Treasurer  or an  Assistant
Treasurer  or by the  Secretary or an  Assistant  Secretary.  Any or all of such
signatures  may  be in  facsimile.  In  case  any  officer,  transfer  agent  or
registrant  who has signed or whose  facsimile  signature  has been  placed on a
certificate  has ceased to be such officer,  transfer agent or registrar  before
the certificate has been issued, such certificate may nevertheless be issued and
delivered by the  Corporation  with the same effect as if he were such  officer,
transfer agent or



                                                      

<PAGE>



registrar at the date of issue.
         6.2 Transfer of Stock.  Shares of the capital stock of the  Corporation
shall be transferable  only upon the books of the Corporation upon the surrender
of the certificate or certificates  properly assigned and endorsed for transfer.
If the corporation has a transfer agent or registrar  acting on its behalf,  the
signature  of any officer or  representative  thereof may be in  facsimile.  The
Board of  Directors  may  appoint a transfer  agent and one or more  co-transfer
agents and a registrar and one or more  co-registrars  and may make or authorize
such agents to make all such rules and regulations  deemed expedient  concerning
the issuance, transfer and registration of shares of stock.
         6.3 Record  Dates.  In order that the  Corporation  may  determine  the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or to express consent to corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful  action,  the Board of  Directors  may fix in advance a record date
which,  in the case of a meeting,  shall not be less than ten (10) nor more than
sixty (60) days prior to the  scheduled  date of such meeting and which,  in the
case of any other  action,  shall be not more than  sixty (60) days prior to any
such action  permitted by the laws of the State of Delaware.  A determination of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.
         6.4 Lost Certificates.  In case of loss or mutilation or destruction of
a stock  certificate,  a duplicate  certificate may be issued upon such terms as
may be determined or authorized by the Board of Directors or by the President if
the Board of Directors does not do so.
                             ARTICLE VII

<PAGE>



                                      Fiscal Year Bank Deposits, Checks, Etc.
         7.1  Fiscal Year.  The fiscal year of the Corporation shall be the cal-
endar year unless otherwise fixed by resolution of the Board of Directors.
         7.2 Bank Deposit,  Checks,  Etc.. The funds of the Corporation shall be
deposited  in the name of the  Corporation  or of any  division  thereof in such
banks or trust  companies in the United States or elsewhere as may be designated
from time to time by the Board of  Directors,  or by such officer or officers as
the Board of Directors may authorize to make such designations.
         All checks, drafts or other orders for the withdrawal of funds from any
bank account shall be signed by such person or persons as may be designated from
time to time by the Board of  Directors.  The  signatures  on checks,  drafts or
other orders for the  withdrawal  of funds may be in facsimile if  authorized in
the designation.
                              ARTICLE VII
                            Books and Records
         8.1   Place of Keeping Books.  The books and records of the corporation
may be kept outside of the State of Delaware.
         8.2  Examination  of Books.  Except as may otherwise be provided by the
laws of the  State  of  Delaware,  the  Certificate  of  Incorporation  or these
By-laws,  the Board of Directors  shall have the power to determine from time to
time  whether  and to what  extent  and at what  times and places and under what
conditions any of the accounts,  records and books of the  Corporation are to be
open to the inspection of any stockholder.  No stockholder  shall have any right
to  inspect  any  account  or book or  document  of the  Corporation  except  as
prescribed by law or authorized by express  resolution of the stockholders or of
the Board of Directors.
                               ARTICLE IX


<PAGE>



                                   Notices
         9.1 Requirements of Notice.  Whenever notice is required to be given by
statute,  the Certificate of Incorporation  or these By-laws,  it shall not mean
personal notice unless so specified,  but such notice may be given in writing by
deposition the same in a post office,  letter box, or mail chute postage prepaid
and  addressed  to the person to whom such  notice is directed at the address of
such person on the records of the  Corporation,  and such notice shall be deemed
given at the time when the same shall be thus mailed.
         9.2 Waivers. Any stockholder, director or officer may, in writing or by
telegram or cable, at any time waive any notice or other  formality  required by
statute,  the  Certificate of  Incorporation  or these  By-laws.  Such waiver of
notice,  whether  given  before or after any  meeting or action  shall be deemed
equivalent to notice.  Presence of a stockholder either in person or by proxy at
any meeting of  stockholders  and presence of any director at any meeting of the
Board of Directors  shall  constitute a waiver of such notice as may be required
by any statute, the Certificate of Incorporation or these Bylaws.
                                ARTICLE X
                                                       Seal
         The  corporate  seal of the  Corporation  shall be in such  form as the
Board of  Directors  shall  determine  from  time to time and may  consist  of a
facsimile   thereof  or  the  words  "Corporate  Seal"  or  "Seal"  enclosed  in
parentheses.
                                ARTICLE XI
                            Powers of Attorney
The  Board  of  Directors  may  authorize  one or  more of the  officers  of the
Corporation to execute powers of attorney delegating to named representatives or
agents power to represent or act on behalf of the



                                                        

<PAGE>



Corporation, with or without power of substitution.
         In the absence of any action by the Board of Directors,  any officer of
the  Corporation  may  execute for and on behalf of the  Corporation  waivers of
notice of meeting of  stockholders  and proxies for such meetings of any company
in which the Corporation may hold voting securities.
                              ARTICLE XII
         Indemnification of Directors, Officers and Employees
         12.1 Action Other Than by or in the Right of the  Corporation.  Subject
to Section 12.3 hereof, the Corporation shall indemnify any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding , whether civil, criminal,  administrative,
and whether  external or  internal  to the  Corporation,  (other than a judicial
action or suit brought by or in the right of the  Corporation)  by reason of the
fact that he is or was a director  or officer of the  Corporation,  or is or was
serving at the  request of the  corporation  as a director or officer of another
corporation,  partnership,  joint venture,  trust or other  enterprise (all such
persons being referred to hereafter as an "Agent"),  against expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonable incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he  reasonably  believed  to be in or not
opposed  to the  best  interest  of the  Corporation,  and with  respect  to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.  The  termination  of any action,  suit or proceeding by judgment,
order  ,  settlement,  conviction,  or upon a plea  of  nolo  contendere  or its
equivalent,  shall not, of itself,  create a presumption that the person did not
act in good faith and in a manner which he  reasonably  believed to be in or not
opposed  to the  best  interest  of the  Corporation,  and with  respect  to any
criminal action or proceeding,  that he had reasonable cause to believe that his
conduct was unlawful.
         12.2   Action by or in the Right of  the Corporation.  The Corporation 
shall indemnify any person



                                                        

<PAGE>



who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed  judicial  action or suit brought by or in the right of the
Corporation  to procure a judgment in its favor by reason of the fact that he is
or was an Agent  against  expenses  (including  attorneys'  fees)  actually  and
reasonably  incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best interest of the Corporation,  except that no
indemnification  shall be made in respect  of any claim,  issued or matter as to
which such  person  shall  have been  adjudged  to be liable to the  Corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to  indemnity  of such  expenses
which the Court of Chancery or other such court shall deem proper.
         12.3  Determination of Right of  Indemnification.  Any  indemnification
under Section 12.1 or 12.2 hereof  (unless  ordered by a court) shall be made by
the Corporation  unless a  determination  is reasonably and promptly made (i) by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who are or were not parties to such action, suite or proceeding, or (ii) if such
a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested
directors so directs,  by  independent  legal counsel in a written  opinion,  or
(iii) by the  stockholders,  that such person acted in bad faith and in a manner
that such person did not  believe to be in or not opposed to the best  interests
of the  Corporation,  or , with  respect to any criminal  proceeding,  that such
person  believed  or had  reasonable  cause  to  believe  that his  conduct  was
unlawful.
         12.4  Indemnification Against Expense of Successful Party.  
Notwithstanding the other provisions of this Article XII, to the extent that an 
Agent has been successful on the merits or otherwise, including the dismissal 
or an action without prejudice or the settlement of an action without admission 
of

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liability,  in defense of any  proceeding  or in defense of any claim,  issue or
matter therein, such Agent shall be indemnified against all expenses incurred in
connection therewith.
         12.5  Advances of  Expenses.  Except as limited by Section 12.6 hereof,
expenses incurred in defending or investigating  any action,  suit proceeding or
investigation  shall  be  paid  by the  Corporation  in  advance  of  the  final
disposition of such matter, if the Agent shall undertake to repay such amount in
the event that is ultimately  determined,  as provided herein , that such person
is not entitled to  indemnification.  However,  no advance  shall be made by the
Corporation if a  determination  is reasonably and promptly made by the Board of
Directors by a majority vote of a quorum of disinterested directors, or (if such
a quorum is not  obtainable or , even if obtainable,  a quorum if  disinterested
directors so directs) by independent  legal counsel in a written opinion,  that,
based upon the facts known to the Board of Directors or counsel at the time such
determination  is made, such person acted in bad faith and in a manner that such
person did not  believe to be in or not  opposed  to the best  interests  of the
Corporation,  or , with  respect to any criminal  proceedings,  that such person
believed or had  reasonable  cause to believe his  conduct was  unlawful.  In no
event shall any advance be made in  instances  where the Board of  Directors  or
independent legal counsel  reasonably  determines that such person  deliberately
breached his duty to the Corporation or its stockholders.
         12.6 Right of Agent to Indemnification Upon Application; Procedure Upon
Application.  Any indemnification  under Section 12.2, 12.3, and 12.4 hereof, or
advance  under  Section  12.5  hereof,  shall be made  promptly and in any event
within 45 days,  upon the written  request of the Agent,  unless with respect to
applications  under  Section  12.2,  12.3, or 12.5 hereof,  a  determination  is
reasonably  and promptly  made by the Board of Directors by a majority vote of a
quorum of disinterested directors that such Agent acted in a manner set forth in
such  Sections as to justify the  Corporation's  not  indemnifying  or making an
advance  to the  Agent.  In the event no quorum if  disinterested  directors  is
obtainable, the



                                                       

<PAGE>



board of Directors  shall promptly direct that  independent  legal counsel shall
decide  whether the Agent  acted in the manner set forth in such  Sections as to
justify the  Corporation's  not indemnifying or making and advance to the Agent.
The right to indemnification or advances as granted by this Article XII shall be
enforceable by the Agent in any court of competent  jurisdiction of the Board of
Directors or independent legal counsel denies the claim, in whole or in part, or
if no  disposition  of such claim is made within 45 days.  The Agent's  expenses
incurred   in   connection   with   successfully   establishing   his  right  to
indemnification,  in whole or in part,  in any  such  proceeding  shall  also be
indemnified by the Corporation.
         12.7 Other Rights and  Remedies.  The  indemnification  provided by his
Article XII shall not be deemed  exclusive of any other rights to which an Agent
seeking   indemnification   may  be  entitled  under  any  agreement,   vote  of
stockholders or disinterested  directors,  court order or otherwise,  both as to
action in his  official  capacity  and as to action in  another  capacity  while
holding such office. It is the policy of the Corporation that indemnification of
Agents  shall be made to the  fullest  extent  permitted  by law.  All rights to
indemnification  under  this  Article  XII shall be deemed to be  provided  by a
contract  between the  Corporation  and the Agent who serves in such capacity at
any time while  these  By-laws  and other  relevant  provisions  of the  General
Corporation  Law of the State of Delaware and other  applicable law, if any, are
in effect  Any  repeal or  modification  thereof  shall not affect any rights or
obligations then existing.
         12.8 Insurance.  The corporation may purchase and maintain insurance on
behalf of any  person  who is or was an Agent  against  any  liability  asserted
against  him and  incurred  by him in any such  capacity,  or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of his Article XII.
         12.9  Indemnity Fund.  Upon resolution adopted by the Board of 
Directors, the corporation may



<PAGE>



establish a trust or other designated account,  grant a security interest or use
other means (including,  without limitation,  a letter of credit), to ensure the
payment of certain of its  obligations  arising  under this  Article  XII and/or
agreements  which may be entered into between the  Corporation  and its officers
and directors from time to time.
         12.10  indemnification of Other Persons. The provisions of this Article
XII shall not be deemed to preclude the indemnification of any person who is not
an agent but whom the corporation has the power or obligation to indemnify under
the provisions of the General  Corporation Law of the State of Delaware or other
vise.  The  Corporation  may, in its sole  discretion,  indemnify  an  employee,
trustee or other agent as permitted by the General  Corporation Law of the State
of Delaware. The Corporation shall indemnify an employee, trustee or other agent
where required by law.
         12.11 Survival of indemnification.  The indemnification and advancement
of expenses provided by, or granted pursuant to, this Article XII shall continue
as to a person who has ceased to be an Agent and shall  inure to the  benefit of
the heirs, executors and administrators of such Agent.
         12.12 Savings Clause.  If this Article XII or any portion thereof shall
be  invalidated on any ground by any court of competent  jurisdiction,  then the
Corporation shall nevertheless  indemnify each Agent against expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement with respect
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  and  whether  internal  or  external,  including  a  grand  jury
proceeding and an action or suit brought by or in the right of the  Corporation,
to the full extent permitted by any applicably  portion of this Article XII that
shall not have been invalidated, or by any other applicable law.
         12.13  Certain Definitions.  For purposes of this Article XII, 
references to "the Corporation" shall include, in addition to the resulting or 
surviving corporation, any constituent corporation (including any
constituent of a constituent absorbed in a consolidation or merger which, if its
 separate existence had



<PAGE>



continued,  would  have had  power to  indemnify  its  directors,  officers  and
employees  or  agents,  so that any person  who is or was a  director,  officer,
employee or agent of such constituent  corporation,  or is or was serving at the
request of such  constituent  corporation  as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise, shall stand in the same position under this Article XII with respect
to the resulting or surviving  corporation as he would have with respect to such
constituent  corporation if its separate existence had continued;  references to
"other enterprises" shall include employee benefit plans;  references to "fines"
shall  include any excise  taxes  assessed a person with respect to any employee
benefit  plan;  and  references  to "serving at the request of the  Corporation"
shall  include  any service as a director  or officer of the  Corporation  which
imposes  duties on, or  involves  services  by, such  director  or officer  with
respect to any employee benefit plan, its participants, or beneficiaries;  and a
person who acted in good faith and in a manner he  reasonable  believed to be in
the interest of the participants  and  beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best  interests of
the Corporation" as referred to in this Article XII.
                                                   ARTICLE XIII
                                                    Amendments
These By-laws may be amended or repealed either:
         (a) at any meeting of stockholders at which a quorum is present by vote
of a  majority  of the  number of shares of stock  entitled  to vote  present in
person or by proxy at such  meeting as provided in Article II,  Sections 2.5 and
2.6 of these By-laws, or
         (b) at any meeting of the Board of Directors by a majority  vote of the
directors  then  in  office;  provided  that  the  notice  of  such  meeting  of
stockholders  or directors or waiver of notice  thereof  contains a statement of
the substance of the proposed amendment or repeal.



                                                        

<PAGE>



                                               AMENDMENT TO BY-LAWS
                                                        OF
                                          ONE PRICE CLOTHING STORES INC.
                                               ADOPTED JULY 20, 1994

         Article  II,  Shareholders'  Meetings  is hereby  amended by adding the
following new Section 2.8:

          2.8 Notice of  Shareholders  Proposals.  Any  shareholder  desiring to
submit a proposal to an  annual or special meeting of shareholders shall submit
information   regarding  the  proposal,   together  with  the  proposal  to  the
corporation  at least 45 days  prior to the  shareholders  meeting at which such
proposal is to be present.



                                                       
<PAGE>




                              AMENDMENT TO BY-LAWS
                                        OF
                         ONE PRICE CLOTHING STORES INC.
                              ADOPTED MARCH 14, 1996

         Article II,  Shareholders'  Meetings is hereby amended by replacing the
following Section 2.2:

         2.2  Annual  Meetings.  The  annual  meeting  of  stockholders  for the
election of directors and the transaction of such other business as may properly
come  before the  meeting  shall be held on such date and at such time as may be
designated  from time to time by the Board of Directors  within six months after
the end of each fiscal  year of the  Corporation.  If the annual  meeting is not
held on the date designated,  it may be held as soon therefore as convenient and
shall be called the annual meeting.  Written notice of the time and place of the
annual  meeting  shall  be given by mail to each  stockholder  entitled  to vote
thereat at his address as it appears on the records of the  Corporation not less
than ten (10) nor more than sixty (6) days prior to the scheduled  date thereof,
unless such notice is waived as provided by Article IX of these By-laws.




                                                        

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