EXHIBIT  10(n)  Employment  Agreement  dated  March 26, 1997 and  Amendment  to
Employment Agreement dated December 22, 1998 between the
Registrant and Larry I. Kelley


                                                EMPLOYMENT AGREEMENT

         THIS AGREEMENT,  made and entered into this 26th day of March, 1997, 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 Larry Kelley,  a resident of Duxbury,  State of
Massachusetts, hereinafter referred to as "Employee".
                                                W I T N E S S E T H:
         For and in  consideration  of the mutual  covenants and promises of the
parties  hereto and the  benefits  inuring to the parties  hereto,  Employer and
Employee agree as follows:
         1.  EMPLOYMENT.  Subject to the terms and conditions of this Agreement,
Employer  employs  Employee as its President and Chief  Executive  Officer,  and
Employee accepts such employment with Employer.  The employment  hereunder shall
commence on the day Employee  reports for work at Employer's  offices in Duncan,
South  Carolina  and  shall  continue  for six (6) years  from such date  unless
terminated as hereinafter provided. 

          2. DUTIES OF EMPLOYEE.  Employee shall serve Employer as its President
and Chief Executive Officer  faithfully and to the best of his ability
under the direction of the Board of Directors of Employer.  Employee  shall
be elected as a Director of the Company immediately  following execution of
this agreement and thereafter nominated annually as a Director,  commencing
with  the  annual  shareholders  meeting  in  June  1997,  so  long as this
Agreement is in effect.  Employee shall devote his full time and efforts to
his duties as an employee of Employer.  As Chief  Executive  Officer of the
Company,  Employee  shall have the  authority  to hire and fire any and all
other officers and employees of the Company,  excluding the Chairman of the
Board of Directors. 

          3.  COMPENSATION AND BENEFITS. 
              (a) Salary. For all services rendered to Employer under this  
Agreement,  Employer shall pay Employee an annual base  salary  of  $400,000,  
which  shall  automatically  increase  to $450,000  twelve (12)  months  after
commencement  of  employment  by Employee and shall thereafter be subject to 
annual review,  payable in bi-weekly  installments in accordance with the usual 
payroll  practice of  Employer,  less all  legally  required  deductions.  
In the  event Employee shall die during the term of this Agreement, his salary 
shall be  continued  only  through  the  end of  the  bi-weekly  pay  period
following his death. 

            (b) Bonus.  Employee shall be entitled to a first
          year bonus of $150,000,  payable  $100,000 upon commencing  employment
          and $50,000 at fiscal 1997 year end; provided, however, if Employee is
          not  employed by Employer  on the first day of fiscal  1998,  Employee
          shall  reimburse  Employer  the  $100,000  paid upon  commencement  of
          employment  and shall forfeit the $50,000 due at fiscal 1997 year end.
          Starting in fiscal 1998, Employee shall be entitled to receive a bonus
          of up to 50% of his base  salary if the  Employee's  personal  and the
          Company's goals are met in accordance with the Company's bonus program
          then in effect. 

            (c) Special Stock Option.  The Board of Directors has
          approved the  granting to Employee of an option for 300,000  shares of
          Employer's  common  stock at the  market  price on the date of  grant,
          which date shall be the earlier of the execution of this  Agreement or
          the commencement date of employment.  Such option shall be exercisable
          twenty five (25%)  percent on the date of  employment  and  thereafter
          exercisable equally over a period of four (4) years at 18.75% annually
          commencing twelve (12) months from the date of Employee's  employment.
          Should  Employee  die or  become  permanently  disabled  prior  to the
          expiration  of a  twelve  (12)  month  vesting  period,  he  shall  be
          considered  as employed  at the end of such  twelve (12) month  period
          during which he dies or becomes  permanently  disabled for purposes of
          exercise of the option  granted  hereunder.  The options  shall not be
          transferrable  except to members of Employee's  immediate  family or a
          trust for the benefit of members of his family,  shall have a ten (10)
          year term, contain typical  anti-dilution and change in capitalization
          provisions,  a commitment to register the shares underlying the option
          on Form S-8 and  appropriate  provisions  for exercise in the event of
          death or disability.  

            (d) Retirement.  So long as Employee is employed
          by  Employer  for a minimum of six (6) years,  he shall be entitled at
          the end of six (6) years to a $600,000 retirement sum payable over ten
          (10) years in equal monthly installments following his retirement from
          the Company.  For each year that Employee remains employed by Employer
          beyond the initial six (6) year period,  his  retirement  sum shall be
          increased  $100,000  and the  aggregate  retirement  sum due  Employee
          should he remain  employed  beyond six (6) years shall be payable over
          ten (10) years in equal monthly installments  following his retirement
          from the Company.  If Employee  does not remain  employed for at least
          six (6) years,  he shall not be entitled to any  retirement  sum.  

            (e)Other Benefits.(i) During the term of his employment, Employee 
          shall be entitled to participate in all employee benefits as are 
          customarily provided to its officers by Employer, and to participate 
          in such other employee  benefits as may from time to time be approved 
          by  Employer's Board of Directors.
                         (ii) Employee shall be entitled to four (4) weeks of 
          vacation annually. 
                         (iii) Employee may serve as a director of a non-
          competing  company or otherwise  participate in  educational,  social,
          religious or civic  organizations  so long as such  activity  does not
          interfere with Employee's duties  hereunder.  
                         (iv) 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  hereunder  and in
          accordance  with such  policy  as may be  established  for  Employer's
          Executives,  upon submission to Employer of satisfactory documentation
          thereof.  
                         (v)Employee shall be indemnified by Employer as an 
          officer and director to the fullest extent permitted  under Delaware 
          law. 
            (f) Moving Expenses. Employer shall reimburse Employee for: 
                         (i) Air travel to the  Spartanburg/Greenville  
          area for himself  and his wife,  which
          travel shall be limited to reimbursement  for up to a total of fifteen
          (15) round trip coach  plane  tickets for  Employee  and his wife from
          Boston  to  Greenville/Spartanburg.   
                         (ii)  Employer  shall  obtain  a
          competitive  bid from an independent  moving company setting forth the
          cost of transportation of Employee's family's household goods, effects
          and two (2) automobiles and Employee shall be entitled to receive such
          amount in cash  grossed  up to cover any  applicable  federal or state
          income taxation.  
                         (iii) Upon Employee's  reporting for work,  Employer
          agrees to  reimburse  Employee for up to three (3) months for the cost
          of temporary  lodging at a hotel or motel such as Residence  Inn, such
          reimbursement to cover room only, and not food or other expenses. 
                         (iv) Reasonable closing costs associated with buying a 
          home, including such expenses as real estate commissions,  loan 
          origination fee, attorney's fees,  etc.,  but excluding discount 
          points,   prorated  taxes  or insurance.  Payment will be made on a 
          receipt reimbursement or written estimate basis. 
            (g) Payments Upon  Termination.  In the event Employee
          is terminated  by Employer  without  cause,  Employer  shall  continue
          Employee's  annual base salary  following  Employee's  termination for
          twelve (12) additional  months at the rate of base salary in effect at
          the  date  of  Employee's  termination,  payable  in  accordance  with
          Employer's  usual payroll  practices.  In addition,  Employee shall be
          entitled to payments  of such base  salary for an  additional  six (6)
          months if unemployed  at the end of twelve (12) months,  provided that
          such additional  salary payments shall be immediately  terminated upon
          his employment  during such  additional  six (6) month period.  In the
          event Employee voluntarily  terminates his employment with Employer or
          is terminated for cause, he shall be entitled to no additional payment
          upon such  termination  other than any then accrued but unpaid salary,
          vacation  pay, or other  normal  reimbursement  items.  Cause shall be
          defined to mean (a) the commission by Employee of any felony,  (b) the
          commission  by  Employee  of any  crime  or other  activity  involving
          dishonesty or moral  turpitude,  (c) the engagement by Employee in any
          act  of  fraud,  misappropriation  or  similar  misfeasance,  (d)  the
          engagement by Employee in any activity in contravention of paragraph 4
          of this Agreement or otherwise  resulting in a material adverse effect
          to  Employer  or (e)  repeated  non-attentiveness  by  Employee to his
          duties  under this  Agreement;  provided,  however,  that prior to any
          termination  based on cause as herein  defined,  Employee  shall  have
          received  written  notice  from the  Board of  Directors  of  Employer
          stating in reasonable  detail the basis therefor and shall be given an
          opportunity  to meet with and address the Board  regarding the grounds
          for  such   termination.   

               4.   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.  

               5.  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 two (2) 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 womens retail apparel  business  involving the general retail price
          range(s)  engaged in by  Employer  at the time of  termination  of his
          employment.  This restriction applies to the continental United States
          and any other  country or  possession  of the  United  States in which
          Employer does business.  (b) Employee agrees not to employ or cause to
          be employed  any other  employee  of Employer  for a period of two (2)
          years after  Employee's  termination of employment.  This  restriction
          applies to any type of business which Employee may be engaged in or is
          associated with. 

               6. 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, South Carolina 29304


         To Employee:               Larry Kelley at such address as he
                                    may provide to Employer in writing

                                    cc: Theodore Wm. Tashlik
                                        Tashlik Kreutzer & Goldwyn P.C.
                                        833 Northern Boulevard
                                        Great Neck, N.J. 11021-5308

         7. 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.
         8. 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.
         9. 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.
         10.  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.
         11.  ENTIRE  AGREEMENT,   MODIFICATION  OR  AMENDMENT.  This  Agreement
constitutes  the entire  agreement  of the parties  with  respect to its subject
matter and supersedes all prior oral or written  agreements.  This Agreement may
be modified or amended from time to time by the mutual  agreement of the parties
hereto.  No  modification  or amendment of this Agreement  shall be binding upon
either  party  unless it is in writing and  executed  by the party  sought to be
charged.
         12.  COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts, all of which taken together shall constitute one instrument.
         13.  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.
         14. 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.
         15.  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/ Stephen A. Feldman                                        By: /s/ Henry D. Jacobs, Jr.(SEAL)
                                                                    Henry D. Jacobs, Jr.
/s/ Diane G. O'Bryant                                               Chairman of Board of Directors
As to Employer
                                                                       "EMPLOYER"

__________________________                                  /s/ Larry Kelley_____________(SEAL)
                                                                 Larry Kelley

As to Employee
                                                                       "EMPLOYEE"
</TABLE>


                             Amendment to Employment
                      Agreement Dated as of March 26, 1997

Reference  is made to the  Employment  Agreement  dated  as of March  26,  1997,
("Agreement")  by and between One Price Clothing Stores,  Inc.  ("Employer") and
Larry I.  Kelley  ("Employee").  The  Agreement  is  hereby  amended  to add the
following  new  provisions  relating to  termination  of  employment by Employee
following a "Change of Control" (as hereinafter defined).

     1. The following new Section 3 (g) is added to the Agreement:

     3. (g). 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 thirty-six (36) months severance pay, rather than the maximum of
eighteen  (18) 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,  provided  that:  x) the
Employee  voluntarily  terminates his employment after 30 days written notice to
Employer; y) a "Change of Control" has occurred;  and, z) any one or more of the
following events has occurred:  (i) the assignment to the Employee of any duties
inconsistent with the highest position  (including status,  offices,  titles and
reporting requirements),  authority,  duties or responsibilities attained by the
Employee  during the period of his employment with the Employer or any action by
the  Employer  which  results  in a  material  diminishment  in  such  position,
authority, duties or responsibilities as were in effect immediately prior to the
Change of Control;  (ii) a decrease in the  Employee's  compensation  (including
base salary,  bonus or fringe  benefits);  (iii)  relocation  by Employer of the
Employee more than 50 miles outside of the Greenville /Spartanburg area of South
Carolina;  or, (iv) failure of any successor of the Employer to comply with this
Agreement.  In consideration  for the benefits  conferred to Employee under this
provision, in the absence of an Employment Event the Employee agrees to continue
his employment,  following a Change of Control, for the term remaining under the
Agreement.

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 option following an Employment Event.

In  addition,  upon the  occurrence  of an  Employment  Event,  Employee's  Loan
Agreement  and the  underlying  Note,  by and between  Employee and Employer and
dated as of December  31,  1997,  as amended  effective  July 6, 1998,  shall be
immediately  extinguished,  along  with  any and all  accrued  interest  and any
remaining principal.

Finally,  should  an  Employment  Event  occur,  the  entire  sum of  Employee's
retirement  benefits,  which would have been otherwise payable at the end of his
six year term (the  "Entitlement  Date") in 120 consecutive  monthly payments of
Five Thousand ($5,000.00) Dollars,  shall be deemed immediately due and payable,
without deduction or off-set, provided, however, that in the event an Employment
Event shall occur prior to the Entitlement  Date,  Employee shall be entitled to
the present value of such deferred payments  calculated as follows.  The present
value shall be  calculated  using a discount  rate of 8% p.a. and based upon the
period of time  between  the date of the  Employment  Event and the  Entitlement
Date.

It is the  intention  of the parties that  payments to Employee  arising from an
Employment Event pursuant to the Agreement,  as amended herein, shall constitute
reasonable  compensation  for  Employee's  services  to  Employer  and shall not
constitute  "excess  parachute  payments" within the meaning of Section 280 G of
the Internal Revenue Code of 1986, as amended,  and any regulations  thereunder.
In the event that the Employer's independent accountants, acting as auditors, on
the date of an Employment  Event  determine  that  payments  provided for herein
constitute "excess parachute  payments," then the compensation payable hereunder
shall be reduced to the point that such compensation  shall no longer qualify as
"excess parachute  payments." In the event that such "excess parachute payments"
are determined to exist by such auditors and the amount of any extinguishment of
Employee's loan is included in determining the amount of benefits received, then
the auditors shall, to the extent necessary,  first reduce benefits attributable
to the extinguishment of Employee's loan with Employer, in order to maximize the
amount of cash to be received by Employee  upon the  occurrence of an Employment
Event.

For  purposes  hereof,  a "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
                 Directors"),  no longer  constitute  a majority  of such Board,
                 provided  that any  person  who  becomes a  director  and whose
                 appointment  or  election  was  supported  by a majority of the
                 Incumbent  Directors shall be considered an Incumbent  Director
                 for purposes hereof; or

(ii)             The  occurrence  of a Section 11 (a) (ii) Event,  as defined in
                 the  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  in
                 Control to arise from a change in stock  ownership shall be 40%
                 and not 20% as provided for in the Rights Agreement.

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

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

One Price Clothing Stores, Inc.                          Larry I. Kelley

/s/ Leonard M. Snyder                                    /s/ Larry I. Kelley
By:  Leonard M. Snyder                                    "EMPLOYEE"
Its:  Chairman of the Board
       "EMPLOYER"