ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
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EXHIBIT 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
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           AMENDMENT NO. 4 TO FINANCING AGREEMENTS


                                January 31, 1999



One Price Clothing Stores, Inc.
1875 East Main Street
Duncan, South Carolina 29334

One Price Clothing of Puerto Rico, Inc.
1875 East Main Street
Duncan, South Carolina 29334

Gentlemen:

         Congress  Financial  Corporation  (Southern)   ("Lender"),   One  Price
Clothing Stores,  Inc. ("One Price") and One Price Clothing of Puerto Rico, Inc.
("One Price PR";  and  together  with One Price,  individually  referred to as a
"Borrower"  and  collectively  as the  "Borrowers")  have  entered  into certain
financing arrangements pursuant to the Loan and Security Agreement,  dated March
25, 1996, between the Lender and Borrowers (the "Loan Agreement"), as amended by
Amendment No. 1 to Financing Agreements,  dated May 16, 1997, Amendment No. 2 to
Financing  Agreements,  dated June 17,  1997 and  Amendment  No. 3 to  Financing
Agreements,  dated  February 19, 1998,  together with various other  agreements,
documents and  instruments at any time executed  and/or  delivered in connection
therewith or related thereto (as the same now exist or may hereafter be amended,
modified,  supplemented,  extended, renewed, restated or replaced, collectively,
the "Financing  Agreements").  All capitalized  terms used herein and not herein
defined shall have the meanings given to them in the Financing Agreements.

         Borrowers  have  requested  that Lender agree (a) to a reduction of the
applicable  interest  rates,  (b) to reduce the unused line and letter of credit
fees and (c) amend the early  termination  fee provisions  contained in the Loan
Agreement.  Lender is  willing to do so on the terms and  conditions  and to the
extent set forth herein.

         In consideration of the foregoing,  the mutual agreements and covenants
contained herein and other good and valuable  consideration,  the parties hereto
agree as follows:

         1.       Definitions.  The definition of "Interest Rate" set forth at 
Section 1.33 of the Loan Agreement is amended in its entirety to read as 
follows:
 
                  1.33  "Interest  Rate" shall mean,  as to Prime Rate Loans,  a
                  rate of  one-quarter of one (1/4%) percent per annum in excess
                  of the Prime Rate and, as to Eurodollar  Rate Loans, a rate of
                  two  (2%)   percent  per  annum  in  excess  of  the  Adjusted
                  Eurodollar  Rate (based on the Eurodollar  Rate applicable for
                  the Interest  Period  selected by the applicable  Borrower for
                  such  Eurodollar  Rate  Loans in  accordance  with  the  terms
                  hereof,  whether  such rate is  higher or lower  than any rate
                  previously  quoted  to such  Borrower);  provided,  that:  the
                  Interest  Rate  shall  be  increased  to the  rate  of two and
                  one-quarter  (2 1/4%) percent per annum in excess of the Prime
                  Rate as to Prime Rate Loans and the rate of four (4%)  percent
                  per  annum in  excess of the  Adjusted  Eurodollar  Rate as to
                  Eurodollar Rate Loans, at Lender's option, without notice, (a)
                  for the  period on and after  (i) the date of  termination  or
                  non-renewal  hereof and until such time as all Obligations are
                  indefeasibly  paid  in  full  (notwithstanding  entry  of  any
                  judgment  against  either  Borrower),  or (ii) the date of the
                  occurrence of any Event of Default or act,  condition or event
                  which with notice or passage of time or both would  constitute
                  an Event of Default,  and for so long as such Event of Default
                  or other event is  continuing  as determined by Lender and (b)
                  on the Loans at any time  outstanding in excess of the amounts
                  available to the respective Borrowers under Section 2 (whether
                  or not such  excess(es),  arise or are  made  with or  without
                  Lender's knowledge or consent and whether made before or after
                  an Event of Default).

         2.       Letter of Credit Fee.  The first sentence of Section 2.2(b) is
amended in its entirety to read as follows:
 

                  (b) In addition to any  charges,  fees or expenses  charged by
                  any bank or issuer  in  connection  with the  Letter of Credit
                  Accommodations,  each Borrower shall pay to Lender a letter of
                  credit  fee at a rate  equal  to one  and  one-half  (1  1/2%)
                  percent  per annum on the  daily  outstanding  balance  of the
                  Letter of Credit Accommodations issued for its account for the
                  immediately  preceding  month (or part  thereof),  payable  in
                  arrears as of the first day of each succeeding  month,  except
                  that such  Borrower  shall pay to Lender such letter of credit
                  fee, at Lender's  option,  without notice,  at a rate equal to
                  three  and  one-half  (3-1/2%)  percent  per annum for (i) the
                  period from and after the date of  termination  or non-renewal
                  hereof until Lender has received full and final payment of all
                  Obligations  (notwithstanding entry of a judgment against such
                  Borrower)  and (ii) the period  from and after the date of the
                  occurrence  of an  Event  of  Default  and for so long as such
                  Event of Default is continuing.

         3.       Unused Line Fee.  Section 3.4 of the Loan Agreement is hereby 
amended in its entirety to read as follows:
 
                  3.4 Unused Line Fee.  Borrowers shall pay to Lender monthly an
                  unused  line  fee  at a rate  equal  to  three-eighths  of one
                  (.375%) percent per annum  calculated upon the amount by which
                  the Inventory  Loan Limit exceeds the average daily  principal
                  balance  of the  outstanding  Revolving  Loans  and  Letter of
                  Credit  Accommodations  during the immediately preceding month
                  (or part thereof) while this Agreement is in effect and for so
                  long  thereafter as any of the  Obligations  are  outstanding,
                  which fee shall be  payable  on the first day of each month in
                  arrears.

         4.       Term.  The first sentence of Section 12.1(c) of the Loan 
Agreement (as previously amended) is hereby amended, by adding Section 12.1(c)
(iii) thereto:

                  (iii) .125% of the                 April 1, 2000 to but not
                        Inventory Loan               including March 31, 2001.

         5.       Carolina First Bank.

         (a)  Lender  hereby (i)  consents  to an  extension  of the term of the
Carolina Bank Documents for a period not to exceed an additional one year and an
increase in the line of credit  available  for letters of credit  issued for One
Price's account  thereunder from $4,000,000 to $5,000,000 and (ii) amends clause
(i) of Section  9.9(g) of the Loan  Agreement by deleting the term  "$3,000,000"
and substituting the term "$5,000,000" therefor.

         (b) Lender's  consent  pursuant to Section  5(a),  shall,  however,  be
conditioned upon Lender's receipt, in form and substance satisfactory to Lender,
of the written  agreements between One Price and Carolina Bank setting forth the
foregoing  modifications,  together  with,  if  required  by  Lender,  a written
confirmation   by  Carolina   Bank  of  the  continued   effectiveness   of  the
Intercreditor  Agreement,  dated May 16, 1997, between Lender and Carolina Bank,
in form and  substance  satisfactory  to Lender and  accompanied  by the written
agreement and acknowledgment of One Price.

         6. Conditions Precedent.  The effectiveness of the amendments set forth
herein are further  conditioned  upon the  satisfaction of each of the following
conditions precedent in a manner satisfactory to Lender:

                  (a) No Event of Default, or act, condition or event which with
notice or  passage of time or both would  constitute  an Event of Default  shall
exist or have occurred; and

                  (b)      Lender  shall  have  received  an  original  of  this
                           Amendment, duly authorized, executed and delivered by
                           Borrowers and One Price VI.
         7.       Miscellaneous.

                  (a) Entire  Agreement;  Ratification  and  Confirmation of the
Financing  Agreements.  This  Amendment  contains  the entire  agreement  of the
parties with respect to the subject  matter hereof and  supersedes  all prior or
contemporaneous    term   sheets,    proposals,    discussions,    negotiations,
correspondence,  commitments  and  communications  between or among the  parties
concerning the subject matter hereof.  This Amendment may not be modified or any
provision  waived,  except in  writing  signed by the  party  against  whom such
modification  or waiver is sought to be  enforced.  Except for those  provisions
specifically  modified or waived pursuant hereto,  subject,  nevertheless to the
periods of  effectiveness  of the temporary  waiver and temporary  amendment set
forth,  respectively,  in Sections 1 and 2 hereof, the Financing  Agreements are
hereby  ratified,  restated  and  confirmed  by  the  parties  hereto  as of the
effective  date  hereof.  To the extent of  conflict  between  the terms of this
Amendment  and the  Financing  Agreements,  the  terms of this  Amendment  shall
control.

                  (b)  Governing   Law.  This   Amendment  and  the  rights  and
obligations  hereunder  of each of the parties  hereto  shall be governed by and
interpreted  and determined in accordance with the internal laws of the State of
Georgia, without regard to principles of conflicts of law.

                  (c) Binding  Effect.  This Amendment shall be binding upon and
inure  to the  benefit  of each  of the  parties  hereto  and  their  respective
successors and assigns.

                  (d) Counterparts. This Amendment may be executed in any number
of counterparts,  but all of such counterparts shall together constitute but one
and the same  agreement.  In  making  proof of this  Amendment  it shall  not be
necessary to produce or account for more than one counterpart  thereof signed by
each of the parties hereto.

         By the signature hereto of each of their duly authorized officers,  all
of the parties hereto mutually covenant and agree as set forth herein.

                                                Very truly yours,

                                                CONGRESS FINANCIAL CORPORATION
                                                (SOUTHERN)

                                                By:  /s/ Drew Stawin
                                                Title: Vice President

AGREED AND ACCEPTED:

ONE PRICE CLOTHING STORES, INC.

By:       /s/ C. Burt Duren                          
Title:   Treasurer                                   

ONE PRICE CLOTHING OF PUERTO RICO, INC.
By:      /s/ C. Burt Duren                  
Title:   Treasurer                                   

CONSENTED TO AND AGREED:
ONE PRICE CLOTHING - U.S. VIRGIN ISLANDS, INC.
By:      /s/ c. Burt Duren                           
Title:   Treasurer