ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
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<S>                     <C>
  EXHIBIT 4(m)          Amendment Number Two to the Continuing Commercial Credit Agreement by and between Carolina
                        First Bank as Lender and the Registrant, One Price Clothing of Puerto Rico, Inc. and One
                        Price Clothing -U.S. Virgin Islands, Inc. as Borrowers dated April 21, 1998.
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                                                 AMENDMENT NUMBER 2
                                                         TO
                                       CONTINUING COMMERCIAL CREDIT AGREEMENT

                                                                  April 21, 1998

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

One Price Clothing - U.S. Virgin Islands, Inc.
1875 East Main Street
Duncan, South Carolina 29334

Gentlemen:

         Carolina First Bank ("Bank"),  One Price  Clothing  Stores,  Inc. ("One
Price"),  One Price Clothing of Puerto Rico, Inc. ("One Price,  P.R."),  and One
Price Clothing - U.S. Virgin Islands,  Inc. ("One Price V.I.", and together with
One Price and One Price,  P.R.,  individually  referred to as a  "Borrower"  and
collectively as "Borrowers")  have entered into certain  financing  arrangements
pursuant to the  Continuing  Commercial  Credit  Agreement,  dated May 16, 1997,
between Bank and Borrowers (the "Credit Agreement").  All capitalized terms used
herein  and not herein  defined  shall  have the  meanings  given to them in the
Credit Agreement.

         Borrowers  have  requested  that Bank  agree to extend  the Term of the
Credit  Agreement so that the Credit  Agreement  will expire June 30, 1999,  and
Bank is willing to agree to this Amendment,  subject to the terms and conditions
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:
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         1.                (a)  Section  3.1 of the Credit  Agreement  is hereby
                           amended  by  deleting   the  phrase   "closing   fee"
                           appearing  therein,  and substituting  therefor,  the
                           phrase "extension fee".

                           (b)  Section  3.1  of  the  Credit  Agreement  is  
                           further amended by deleting  the phrase "on the date 
                           hereof" appearing  therein,  and  substituting  
                           therefor the phrase "on the date of this Amendment 
                           Number 2".

         2.       Section  4.2 of the  Credit  Agreement  is hereby  amended  by
                  deleting the date "February 1, 1997"  appearing  therein,  and
                  substituting therefor, the date "January 31, 1998".

         3.       Section 11.1 (a) of the Credit  Agreement is hereby amended by
                  deleting  the ending date of the Term of the Credit  Agreement
                  of  "June  30,  1998"  appearing  therein,   and  substituting
                  therefor, the date "June 30, 1999".
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         4.       Miscellaneous.

                  a.       Entire Agreement; Ratification and Confirmation of 
                           the Credit Agreement.

                           This Amendment  contains the entire  agreement of the
                           parties with respect to the specific  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
                           thought  to  be  enforced.   Except  as  specifically
                           modified  herein,  and as  specifically  modified  in
                           Amendment  Number 1, the Credit  Agreement  is hereby
                           ratified,  restated,  and  confirmed  by the  parties
                           hereto as of the effective date hereof. To the extent
                           of a conflict between the terms of this Amendment and
                           the  Credit  Agreement,  the terms of this  Amendment
                           shall control.


                  b.       Governing Law.

                           This  Amendment  and the rights  and the  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
                           South   Carolina,   with  regard  to   principals  of
                           conflicts of law.

                  c.       Binding Affect.

                           This  Amendment  shall be  binding  and  enure to the
                           benefit  to  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 in 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.

                                                     Yours very truly,


                                                     Carolina First Bank
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<S>                                                  <C>
                                                     By:               /s/ Charles D. Chamberlain
                                                                       Charles D. Chamberlain,
                                                     Title:            Executive Vice President
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AGREED AND ACCEPTED:

                  One Price Clothing Stores, Inc.

By:               /s/ Stephen A. Feldman
                  Stephen A. Feldman,
Title:            Executive Vice President & Chief Financial Officer


                  One Price Clothing of Puerto Rico, Inc.

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


                  One Price Clothing - U.S. Virgin Islands, Inc.

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