UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K
|x| Annual Report Pursuant To Section 13 or 15(d) Of The Securities Exchange Act
    of 1934 (No Fee Required)
    For the fiscal year ended January 30, 1999
                             
                                  OR
| | Transition Report Pursuant To Section 13 or 15(d) Of The Securities Exchange
    Act of 1934 (No Fee Required)
    For the transition period from

    Commission file number 0-15385

                             ONE PRICE CLOTHING STORES, INC. 
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                                                           <C>

                              Delaware                                                         57-0779028                      
   (State or other jurisdiction of organization)                             (I.R.S. Employer Identification No.)

          1875 East Main Street
          Highway 290, Commerce Park
          Duncan, South Carolina                                                           29334               
         (Address of principal executive offices)                                         (Zip Code)
</TABLE>

  Registrant's telephone number, including area code:  (864) 433-8888

  Securities registered pursuant to Section 12(b) of the Act:          None

  Securities registered pursuant to Section 12(g) of the Act:

                              Common Stock, $0.01 Par Value         
                                      (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes x No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of March 29, 1999: Common Stock, $0.01 Par Value - $39,338,973.

The number of shares  outstanding of the issuer's  classes of common stock as of
March 29, 1999: Common Stock, $0.01 Par Value - 10,440,331 shares

DOCUMENTS INCORPORATED BY REFERENCE
Portions  of the  proxy  statement  to be  filed  with  respect  to  the  annual
shareholders  meeting to be held June 9, 1999 are incorporated by reference into
Part III.



<PAGE>



PART I

ITEM 1.     BUSINESS

General

One Price Clothing Stores,  Inc. (the "Registrant" or the "Company")  operates a
chain of off-price  retail women's and children's  specialty  stores  offering a
wide variety of first quality, contemporary,  in-season apparel and accessories.
During fiscal 1997, the Company  expanded its  merchandise  offerings to include
additional categories and styles of merchandise to be sold at price points other
than its previous  uniform $7 price point.  This  merchandise  mix expansion was
designed to meet customer demand for items that the Company could not profitably
offer for sale at a retail  price of $7. The Company  purchases  merchandise  at
heavily discounted prices in large quantities from a broad mix of manufacturers,
jobbers,  importers  and other  suppliers.  The Company is able to acquire  such
merchandise at heavily  discounted  prices because of imbalances  between supply
and demand,  order cancellations and vendor needs for liquidity.  The Company is
able to take  advantage of these  circumstances  because of its  willingness  to
purchase  large  quantities and to buy goods later in the season than many other
retailers.  This  purchasing  strategy  allows the  Company to obtain  favorable
prices  and to  react  quickly  to  seasonal  fashion  preferences  and  weather
conditions affecting consumer spending. It is the Company's policy to offer only
first  quality  apparel;  the Company does not  purchase  "seconds" or irregular
merchandise from its suppliers.

Company History and Organization

The Company  opened its first  store in August  1984.  On  February  9, 1994,  a
wholly-owned subsidiary of the Company, One Price Clothing of Puerto Rico, Inc.,
was  incorporated  in Puerto Rico.  It commenced  operations on May 28, 1994. On
January 31, 1997, a wholly-owned  subsidiary of the Company,  One Price Clothing
-- U.S. Virgin Islands,  Inc. was  incorporated in the U. S. Virgin Islands.  It
commenced  operations  on March  20,  1997.  On June 11,  1997,  a  wholly-owned
subsidiary,  One Price Realty, Inc., was incorporated in South Carolina,  to own
the Company's  corporate  offices and distribution  center facilities in Duncan,
South Carolina.  As used herein,  unless the context  otherwise  indicates,  the
"Company" refers to (i) One Price Clothing Stores, Inc., a Delaware corporation,
(ii) the  immediate  predecessor  of One Price  Clothing  Stores,  Inc., a South
Carolina  corporation of the same name,  (iii) the South Carolina  corporation's
predecessor, a North Carolina corporation organized in 1984 under the name J. K.
Apparel,  Inc.,  (iv) One Price  Clothing of Puerto  Rico,  Inc.,  (v) One Price
Clothing - U.S. Virgin Islands, Inc., and (vi) One Price Realty, Inc.

Industry Segments

The Company operates in only one industry  segment.  All of the Company's assets
and significant  revenues and pre-tax earnings relate to retail sales of apparel
and  accessories to the general public through  Company-operated  stores.  Other
than operations in Puerto Rico and the U.S.  Virgin Islands,  the Company had no
operations  outside the continental  United States at the end of fiscal 1998 and
no  export  sales.  Reference  is  hereby  made  to the  consolidated  financial
statements  included in Part II for information about the Company's assets,  net
sales and profitability.

Operations

The  Company  operates  a chain  of  off-price  retail  women's  and  children's
specialty  stores  offering  a wide  variety  of  first  quality,  contemporary,
in-season  apparel and  accessories.  Prior to fiscal 1997, this merchandise was
offered at the uniform retail price of $7. The Company  currently offers most of
its  merchandise  at or below a base price of $7 and offers  certain  additional
categories and styles priced higher than $7 when the Company  believes that such
merchandise is clearly  desired by the Company's  customers.  Such higher priced
merchandise -- including denim, dresses,  coordinated sets, sweaters and heavier
jackets -- is offered  primarily  within  the $8 to $15 price  range.  In fiscal
1997,  the Company  adjusted its base prices in Puerto Rico and the U.S.  Virgin
Islands to $8. Also during fiscal 1997, the base price for plus-sized apparel in
the United States was adjusted upward to $8. During the fourth quarter of fiscal
1998, the Company began testing men's apparel in select stores.

The Company  registered  the trademark "One Price" with the United States Patent
and Trademark Office in June 1990 for a ten-year period with the option to renew
prior  to  expiration.  The  Company  intends  to  apply  for  renewal  for this
trademark. This trademark was accorded incontestable status by the United States
Patent and Trademark Office. The Company registered the trademark "OPC Fashions"
with the  United  States  Patent  and  Trademark  Office in  January  1999 for a
ten-year  period  with the  option to renew  prior to  expiration.  The  Company
considers  the "One Price" and "OPC  Fashions"  trademarks  to be  valuable  and
significant to the conduct of its business.  The Company has registered "Ropa de
Ninos a un Precio" in the United States.

The One Price Store. The Company's typical store has approximately  3,300 square
feet, of which  approximately 2,500 square feet is devoted to selling space. The
Company's current strategy is to open stores with a somewhat larger selling area
than this average and the Company expects to continue this approach.  All of the
Company's  stores are located in leased  facilities  with  convenient  access to
adequate parking or public  transportation.  At January 30, 1999,  approximately
79% of the  Company's  stores  were  located in strip  shopping  centers and the
remaining  stores  were  located in central  business  districts  or malls.  The
Company does not franchise its stores.

The Company's stores are typically located in communities with populations of at
least  40,000  people,  as  well as in  large  metropolitan  areas.  Most of the
Company's  stores are open seven days a week and typical  hours of operation are
from 10:00 a.m.  until 7:00 p.m. or 9:00 p.m.,  Monday  through  Saturday,  with
shorter hours on Sunday. A typical store employs a full-time manager, one or two
full-time   assistant  managers  and  up  to  ten  additional   part-time  sales
associates.

The Company's  stores are designed for customer  convenience  and for attractive
presentation  of  merchandise.  All  apparel  is  displayed  on  hangers  and is
organized by classification, style and color, with in-store signage and graphics
that promote a pleasant shopping environment and customer convenience.

The Company's store  operations  department is headed by a Senior Vice President
of Stores who is assisted by regional and district sales  managers.  Each of the
six regional sales managers is responsible  for  approximately  nine  districts.
Each  district  sales manager is  responsible  for  approximately  11 stores and
visits  each  store  in  his or her  district  on a  regular  basis  to  provide
assistance  in  promoting   sales,   training,   store  layout  and  merchandise
presentation,  and  to  monitor  adherence  to  the  Company's  operational  and
management policies.

Store  Locations and Expansion.  At January 30, 1999,  the Company  operated 618
stores in 27 states,  the District of Columbia,  Puerto Rico and the U.S. Virgin
Islands.  The  Company  opened 7  stores,  relocated  5  stores  and  closed  49
underperforming stores in fiscal 1998. The Company anticipates that it will open
approximately 30 new stores in fiscal 1999. The Company will continue to monitor
the individual performance of all stores.  Currently,  the Company foresees that
it will close approximately 15 underperforming stores in fiscal 1999.

Purchasing. The Company's practice is to offer value to its customers by selling
desirable,  first quality  women's and  children's  apparel and  accessories  at
considerably  lower prices than  generally  would be available  from  department
stores and other specialty  retailers.  The Company purchases its merchandise at
heavily  discounted prices and on favorable terms from  manufacturers,  jobbers,
importers and other vendors.

The  Company  typically  is  able  to  purchase   merchandise  from  vendors  at
substantially discounted prices as a result of the following circumstances:  the
inability  of a  manufacturer  or  importer  to dispose of  merchandise  through
regular channels,  the discontinuance of merchandise because of changes in color
or  style,   over-production   by  manufacturers,   cancellation  of  orders  by
conventional  retail  stores,  the  need of  catalog  retailers  to  dispose  of
inventories of unordered catalog merchandise, and manufacturers' need to utilize
excess capacity or import quota or need for liquidity. The Company's ability and
willingness to purchase in large  quantities and its reputation for  reliability
in the industry provide the Company with purchasing advantages. The Company buys
its  merchandise  opportunistically  which  includes the purchase of merchandise
close to and during each selling season,  later than department stores and other
specialty  retailers.  This purchasing  strategy permits the Company to react to
fashion  trends and  opportunistic  developments  during a selling  season.  The
Company also purchases selected merchandise in advance of a selling season.

During fiscal 1998, the Company  purchased  merchandise from  approximately  800
vendors,  including  manufacturers,  jobbers,  importers and other  vendors.  No
vendor  accounted  for more than 10% of the  Company's  total  purchases for the
fiscal year. The number of vendors in any particular  fiscal year fluctuates due
to the Company's opportunistic buying strategy.

Although  there can be no assurance that the Company will be able to continue to
acquire  sufficient  quantities of first quality  merchandise at such low prices
and on favorable  terms,  the Company  continues to add new vendors and believes
that adequate sources of first quality  merchandise are available at appropriate
price  levels.  The Company  does not maintain  long-term or exclusive  purchase
commitments or arrangements with any vendor.

Corporate Offices and Distribution  Center. The Company's  corporate offices and
distribution center are located in Duncan, South Carolina. With the exception of
functions  performed by certain merchandise buyers (including those based in the
Company's New York City office), regional directors of real estate, district and
regional sales managers, loss prevention investigators and field audit personnel
and certain administrative functions performed in Puerto Rico, substantially all
purchasing, accounting and other administrative functions are centralized at the
corporate offices.

Merchandising.  The Company's  merchandising  strategy emphasizes  contemporary,
in-season  apparel for juniors,  misses,  plus-sized women and children.  In the
fourth quarter of fiscal 1998, the Company began testing men's  merchandise in a
select  group of stores and the  Company  plans to  continue  to do so in fiscal
1999.  The Company's  target  customers are value- and fashion-conscious  women,
primarily in lower- and  middle-income  brackets.  The Company offers only first
quality  merchandise  and  emphasizes the value of its  merchandise  compared to
similar merchandise sold elsewhere at higher prices. Women's apparel sold by the
Company includes  contemporary  sportswear such as knit tops,  blouses,  shirts,
pants,  shorts,  skirts,  dresses,  sweaters  and blazers.  In fiscal 1997,  the
Company began offering  additional  categories of merchandise such as outerwear,
denim and better dresses.  Over the last three fiscal years,  the proportions of
categories of merchandise the Company has sold have remained  consistent and are
as follows:  As a percentage of net sales,  women's (juniors and misses) apparel
sales were 59%;  plus-sized  apparel  sales were 21%;  accessory  sales (such as
scarves, watches, hair accessories,  handbags, jewelry, fragrances and specialty
gifts) were 12%; and children's apparel sales were 8%.

Inventory Monitoring.  The Company's management  information systems,  featuring
point-of-sale  cash registers and a computerized  inventory  management  system,
permit  management  to review each  store's  sales and  inventory on a daily and
weekly basis,  thereby enabling the Company to tailor its purchasing  strategies
and merchandise shipments to stores based on customer demand.

Distribution  Systems.  Substantially  all merchandise is shipped  directly from
vendors to the  Company's  distribution  center  where the goods are  inspected,
processed and sent to the Company's stores.  The majority of shipments to stores
are made by common carriers.

Change in Fiscal Year

In March 1996,  the Company  elected to change its fiscal year from the Saturday
nearest  December 31 to the  Saturday  nearest  January 31,  beginning in fiscal
1996.  This  change was made to conform  the  Company's  fiscal  calendar to the
seasonal  patterns it experiences,  as well as to enhance  comparability  of its
fiscal  quarterly and annual results with those of other retail  companies.  The
Company's tax year, however, ends on the Saturday nearest December 31.

Seasonality

Prior to the Company's  change in fiscal year, the Company's sales  historically
were lowest during the first quarter (January - March) and third quarter (July -
September)  and  highest  during  the second  quarter  (April - June) and fourth
quarter  (October  -  December).  Reduced  sales  volumes in the first and third
quarters  coincided  with the  transition  of seasonal  merchandise.  Therefore,
increased levels of markdowns  occurred during those transitional  periods,  and
operating expenses,  when expressed as a percentage of net sales, were typically
higher.

As  discussed  above,  the  Company  changed  its fiscal year end to conform the
fiscal  calendar to the  seasonal  patterns  it  experiences.  As a result,  the
Company's  historical  quarterly patterns have changed.  The 1998, 1997 and 1996
fiscal years  produced  higher sales and operating  results in the first quarter
(February - April) and second quarter (May - July) compared to the third quarter
(August - October) and fourth quarter (November - January). Management is unable
to predict if this trend will  continue in the future.  However,  management  is
developing merchandise strategies designed to increase sales volume in the third
and fourth quarters.



<PAGE>



Working Capital Requirements

The Company's  revolving  credit  facility,  which provides up to $37,500,000 of
borrowing  capacity  (including  a  letter  of  credit  sub-facility  of  up  to
$25,000,000),   expires  in  March  2001.  Borrowings  under  the  facility  are
collateralized  by all  assets  owned  by the  Company  during  the  term of the
agreement   (other  than  the  land,   buildings,   fixtures  and   improvements
collateralizing  the mortgage loan discussed below).  The Company's  twenty-year
mortgage  agreement with a commercial bank of $8,125,000 is secured by the land,
buildings,  fixtures and  improvements  located at the Company's  Duncan,  South
Carolina  corporate offices and distribution  center.  The Company`s  additional
letter of credit  facility  with a commercial  bank was amended in March 1999 to
increase it to $5,000,000  and to extend its term to the earlier of June 2000 or
termination of the Company's  revolving credit facility with its primary lender.
These lending  agreements contain certain covenants and terms described in Items
7 and 8 of this report.

Merchandise  inventories  are  typically  purchased  on credit or,  for  certain
merchandise inventories from foreign suppliers, by the use of letters of credit.
All such purchases are paid in United States  dollars;  thus, the Company is not
subject to foreign  currency risks.  As a result of the Company's  opportunistic
buying  strategy  and to  ensure  that an  adequate  supply  of  merchandise  is
available  for  shipment to its  stores,  the  Company  may, at times,  invest a
significant amount of its working capital in merchandise inventories.

Revenues from retail sales are  recognized at the time of the sale.  The Company
accepts cash, checks, and certain major credit cards. All stores offer a liberal
exchange  and return  policy.  A reserve for  estimated  merchandise  returns is
recorded in the period that the merchandise is sold.

Customers

No  material  part of the  business of the  Company is  dependent  upon a single
customer or a few customers.

Competition

The women's retail apparel industry is highly  competitive.  In order to compete
effectively,  the Company is dependent upon its ability to purchase  merchandise
at substantial discounts. The Company competes with department stores, specialty
stores, discount stores, other off-price retailers and manufacturer-owned outlet
stores,  many of which are  owned by large  national  or  regional  chains  with
substantially greater resources than the Company. There can be no assurance that
other retailers with substantially  greater financial resources than the Company
will  not  adopt a  purchasing  and  marketing  concept  similar  to that of the
Company.  Management believes that the primary competitive factors in the retail
apparel industry are price,  quality,  fashion content,  variety of merchandise,
site  selection  and cost of  operation.  The Company  believes  that it is well
positioned in all of these areas to compete in its markets.

Environmental Factors

The  Company  is  not  aware  of  any  federal,  state  or  local  environmental
regulations that will materially  affect its operations or competitive  position
or require material capital expenditures.  The Company cannot predict,  however,
the impact of possible future legislation or regulation on its operations.

Employees

At January 30, 1999, the Company had  approximately  3,900  employees,  of which
approximately 49% were full-time employees.  The Company,  like other retailers,
experiences a high turnover rate of full-time and part-time  store employees but
has not experienced  difficulties  in hiring  qualified  personnel.  None of the
Company's  employees  are  covered  by a  collective  bargaining  agreement  and
management believes that the Company's relationship with its employees is good.



<PAGE>



Private Securities Litigation Reform Act of 1995

All  statements  contained  in this  Annual  Report  on Form  10-K as to  future
expectations and financial  results  including,  but not limited to,  statements
containing  the  words   "believes,"   "anticipates,"   "expects,"  and  similar
expressions, should be considered forward-looking statements subject to the safe
harbor  created by the Private  Securities  Litigation  Reform Act of 1995.  The
Company  cautions  readers of this  Annual  Report on Form 10-K that a number of
important  factors could cause the Company's  actual  results in fiscal 1999 and
beyond  to  differ  materially  from  those  expressed  in such  forward-looking
statements.  These factors  include,  but are not limited to,  general  economic
conditions  and  consumer  demand;   consumer  preferences;   weather  patterns;
competitive  factors,  pricing and promotional  activities of  competitors;  the
impact of  excess  retail  capacity  and the  availability  of  desirable  store
locations on suitable terms; whether or not the Company's merchandising strategy
to offer alternative  categories of merchandise at alternative price points will
increase  sales and  operating  results or increase  and attract new  customers;
whether or not offering for sale new  categories of merchandise  including,  but
not limited  to,  menswear,  will  increase  sales and  operating  results;  the
availability,  selection and  purchasing of attractive  merchandise on favorable
terms; credit availability, including adequate levels of credit support provided
to certain of the Company's vendors by factors and insurance  companies;  import
risks,  including  potential  disruptions  and  duties,  tariffs  and  quotas on
imported merchandise;  regulatory matters,  including legislation affecting wage
rates;  whether or not the  Company  and its major  suppliers  will ready  their
computer  systems  to be "Year 2000  Compliant"  in a timely  manner;  and other
factors  described in the  Company's  filings with the  Securities  and Exchange
Commission  from time to time. The Company does not undertake to publicly update
or revise its  forward-looking  statements  even if experience or future changes
make it clear that any projected  results  expressed or implied therein will not
be realized.


<PAGE>



ITEM 2.     PROPERTIES

The Company leases all of its store locations.  At January 30, 1999, the Company
had 618 stores operating in 27 states, the District of Columbia, Puerto Rico and
the U. S. Virgin Islands.  The Company leases its stores under operating  leases
generally  with initial  terms of five years and with one to two renewal  option
periods of five years each. Leases typically contain kickout provisions based on
an  individual   store's  annual  sales  volume  and/or  the  shopping  center's
occupancy.  The leases  generally  provide for increased  rents  resulting  from
increases in operating costs and property  taxes.  Certain of the leases provide
contingent or percentage  rentals based upon sales volume,  and other stores are
leased on a  month-to-month  basis.  To date,  the Company  has not  experienced
difficulty  in  obtaining  leases  for  suitable  locations  for its  stores  on
satisfactory  terms.  Approximately  80  existing  store  leases  expire or have
initial lease terms containing  lessee renewal  options,  which may be exercised
during fiscal 1999.  Management  believes that the Company will not experience a
significant  increase in lease expense as a result of exercising renewal options
or negotiating  additional  lease terms for such  locations.  The following is a
list of store locations as of January 30, 1999:

<TABLE>
<S>                                                                                                           <C>
                                                                                                              NUMBER OF
    STATE                                                                                                        STORES    
    -----                                                                                                      ------------
    Alabama...................................................................................................     13
    Arizona...................................................................................................     11
    Arkansas..................................................................................................      5
    California................................................................................................     60
    Florida...................................................................................................     63
    Georgia...................................................................................................     36
    Illinois..................................................................................................     30
    Indiana...................................................................................................     10
    Kansas....................................................................................................      2
    Kentucky..................................................................................................      4
    Louisiana.................................................................................................     18
    Maryland..................................................................................................     16
    Michigan..................................................................................................     15
    Mississippi...............................................................................................     12
    Missouri..................................................................................................     17
    North Carolina............................................................................................     32
    New Jersey................................................................................................      8
    New Mexico................................................................................................      5
    New York..................................................................................................     12
    Ohio......................................................................................................     17
    Oklahoma..................................................................................................      7
    Pennsylvania..............................................................................................     20
    Puerto Rico...............................................................................................     29
    South Carolina............................................................................................     35
    Tennessee.................................................................................................     20
    Texas.....................................................................................................     92
    U.S. Virgin Islands.......................................................................................      2
    Virginia..................................................................................................     20
    Washington, DC............................................................................................      2
    Wisconsin.................................................................................................      5
                                                                                                                  -----
    TOTAL STORES..............................................................................................    618
</TABLE>

The Company's corporate offices and distribution center, occupying approximately
500,000 square feet, are located in Duncan,  South Carolina on  approximately 82
acres which are owned by the Company.  The Company's  facilities are expected to
be able to support the Company's planned growth over the next several years. The
Company's  borrowings  under its  mortgage  loan  facility  are  secured  by the
Company's  real  property  located  at its  corporate  offices  including  land,
buildings, fixtures and improvements. Borrowings under the credit agreement with
the primary lender are  collateralized by all assets owned by the Company during
the  term  of the  agreement  other  than  the  land,  buildings,  fixtures  and
improvements collateralizing the mortgage loan.



<PAGE>



ITEM 3. LEGAL PROCEEDINGS

From time to time, the Company is a defendant in legal actions  involving claims
arising in the normal course of its business.  The Company  believes  that, as a
result of its legal defenses and insurance  arrangements,  none of these actions
presently pending, if decided adversely, would have a material adverse effect on
its financial position, results of operations or cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the Company's fiscal year.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER 
        MATTERS

The  Company's  Common  Stock is traded  under the symbol  ONPR in the  National
Market  System of NASDAQ.  As of March 29, 1999,  there were  approximately  400
shareholders of record.

Since its inception,  the Company has never paid cash  dividends.  The Company's
credit  agreement  contains  covenants which,  among other things,  prohibit the
Company from paying  dividends.  Currently,  the Board of  Directors  intends to
continue its policy of retaining  earnings for  operations,  debt  repayment and
expansion of the business.

The quarterly high and low sales prices of the Company's  Common Stock as quoted
by NASDAQ are shown below.
<TABLE>
<S>                      <C>                                <C>              <C>             <C>              <C>

                                                                Fiscal Year Ended               Fiscal Year Ended
                                                              January 30, 1999                   January 31, 1998
                                                            -----------------------          -----------------------
                                                             High             Low             High              Low
                         First                               3 3/16           1 1/8          4 1/2             3 1/8
                         Second                              4 1/2            2 7/16         4 7/8             3 5/16
                         Third                               4 7/16           2 3/8          3 5/8             3
                         Fourth                              5 3/4            3 7/8          3 1/8             1 1/8
</TABLE>

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

The  following  table  presents  selected  consolidated  financial  data for the
Company  for each of the five  fiscal  years ended  December  31,  1994  through
January 30,  1999,  including  the 5-week  period  ended  February 3, 1996 ("the
Transition Period"), resulting from the Company's change in fiscal year end. The
selected consolidated financial data as of January 30, 1999 and January 31, 1998
and for the fiscal years ended  January 30, 1999,  January 31, 1998 and February
1,  1997,  are  extracted  from the  Company's  audited  consolidated  financial
statements and should be read in  conjunction  with the  consolidated  financial
statements  and the notes  thereto  included  under Item 8 of this Form 10-K and
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  included  under  Item 7 of this  Form  10-K.  Selected  consolidated
financial  data  as of and for all  other  periods  were  derived  from  audited
consolidated financial statements not contained within this Form 10-K.

<TABLE>
<S>   <C>                                      <C>    <C>        <C>          <C>         <C>            <C>            <C>  


                                                                                            Transition
                                                                Fiscal Year Ended            Period          Fiscal Year Ended
                                                      -------------------------------------   Ended      ---------------------------
                                                      January 30, January 31, February 1,   February 3,  December 30,   December 31,
                                                        1999        1998        1997          1996          1995           1994
                                                      ----------- ----------- ------------ ------------- -------------- ------------

  Dollars in thousands except per share amounts

  1     Net sales                                $       328,059     302,285     298,986     15,022        294,692        283,326
  2     Restructuring (credit) charge            $         (385)       2,265          --         --             --             --
  3     Income (loss) before income taxes and
        cumulative effect of changes in
        accounting principles                    $         5,497    (13,493)      (1,994)    (9,091)        (2,595)         7,138
  4     Income (loss) before cumulative effect
        of changes in accounting principles      $         4,383    (11,320)      (1,267)    (5,634)        (1,304)         4,389
  5     Cumulative effect on prior years of
        changes in accounting principles         $            --          --          --     (1,090)            --            --
          
  6     Net income (loss)                        $         4,383    (11,320)      (1,267)    (6,724)        (1,304)        4,389
  7     Current assets                           $        55,387     48,331       61,891     52,517         35,990        31,252
  8     Long-term assets                         $        37,440     39,781       39,076     41,663         43,374        36,678
  9     Total assets                             $        92,827     88,112      100,967     94,180         79,364        67,930
  10    Current liabilities                      $        44,741     44,080       48,722     40,669         18,594        13,035
  11    Long-term debt                           $         7,755      7,915        4,868      6,447          6,579            --
  12    Deferred income tax liability            $            --         --          718        818          1,482         1,449
  13    Other noncurrent liabilities             $         2,914      3,095        2,317      1,089            828           372
  14    Shareholders' equity                     $        37,417     33,022       44,342     45,157         51,881        53,074
  15    Stores opened (closed) during the        
        period, net                              #          (42)         15          (43)       (13)            60           101
  16    Stores operating at period-end           #           618        660          645        688            701           641
  17    Number of employees                      #         3,900      4,269        4,105      4,574          4,841         4,907
  18    Weighted average number of common
        shares (000) -  diluted                  #        10,494     10,436       10,401     10,335         10,314        10,527
  19    Number of common shares outstanding at
        period-end (000)                         #        10,440     10,436       10,436     10,335         10,335        10,305
  20    Diluted income (loss) per common share
        before cumulative effect of changes
        in accounting principles                 $          0.42      (1.08)       (0.12)     (0.55)         (0.13)         0.42
  21    Cumulative effect on prior years per           
        common share of changes in accounting    $            --         --           --      (0.10)            --            --
        principles
  22    Diluted net income (loss) per common     $          0.42      (1.08)       (0.12)     (0.65)        (0.13)          0.42
        share
  23    Cash dividends declared per common       $            --         --           --         --            --             --
        share
</TABLE>



    Notes to Selected Consolidated Financial Data

    Line Definitions
    17 Number of employees-- Number of full and part-time employees at 
       period-end.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS       

FINANCIAL SUMMARY

The following table sets forth, for the three most recent fiscal years,  certain
financial statement elements expressed as a percentage of net sales:
<TABLE>
<S>                                                         <C>                 <C>                      <C>
                                                                                 Fiscal Year Ended                      
                                                             January 30, 1999      January 31, 1998        February 1, 1997
PERCENTAGE OF NET SALES
Net sales                                                           100.0%               100.0%              100.0%
Cost of goods sold                                                   64.6%                66.8%               64.7%
                                                                    ------               -------              ------
Gross margin                                                         35.4%                33.2%               35.3%
                                                                    ------               ------               -----
Selling, general and administrative expenses                         23.5%                25.8%               25.3%
Restructuring (credit) charge                                        (0.1)%                0.7%                --
Store rent and related expenses                                       8.1%                 8.7%                8.6%
Depreciation and amortization expense                                 1.6%                 1.7%                1.6%
Interest expense                                                      0.6%                 0.7%                0.6%
                                                                     -----               ------               -----
                                                                     33.7%                37.6%               36.0%
                                                                    ------               ------               -----

Income (loss) before income taxes                                     1.7%                (4.4)%              (0.7)%
Provision for (benefit from) income taxes                             0.4%                (0.7)%              (0.3)%
                                                                    ------               -------             ------       
Net income (loss)                                                     1.3%                (3.7)%              (0.4)%
                                                                    ======               =======             ======

Stores in operation at period-end                                     618                  660                 645
                                                                    ======                =======            ======

</TABLE>



FISCAL YEAR ENDED JANUARY 30, 1999 (FISCAL 1998) COMPARED TO FISCAL YEAR ENDED 
JANUARY 31, 1998 (FISCAL 1997)

Net sales in fiscal 1998  increased  8.5% to $328.1  million  compared to $302.3
million in fiscal 1997. In fiscal 1998, the Company  achieved an increase in net
sales while  operating an average of 27 fewer  stores than in fiscal  1997.  The
increase  in net  sales  is  primarily  due to  merchandising  and  presentation
strategies   implemented  during  the  fourth  quarter  of  fiscal  1997.  These
strategies  included (i) clarifying  price points,  (ii) increasing  emphasis on
offering highly desirable, in-season fashionable merchandise and (iii) improving
merchandise  displays,  window  graphics and in-store  signage.  In fiscal 1998,
comparable  store sales  increased  9.1% for the year  compared to fiscal  1997.
Comparable  stores are those  stores in  operation  at least 18 months and there
were 571 such stores at January 30, 1999.

In  accordance   with  a  decision  to  limit  new  store   openings  under  the
restructuring  plan  announced in the fourth quarter of fiscal 1997, the Company
opened  7  stores  during  fiscal  1998,   relocated  5  stores  and  closed  49
underperforming  stores.  The  Company  opened 64  stores  during  fiscal  1997,
relocated 13 stores and closed 49 underperforming stores.

During fiscal 1998, the Company  continued to improve upon the merchandising and
presentation  strategies established in the fourth quarter of fiscal 1997. Under
these  strategies,  the Company priced most of its merchandise at $7 or less; $8
for plus sizes.  The Company also  offered  select  merchandise,  such as denim,
better dresses and outerwear, at discernable price points up to $15. The Company
continued to focus on the  attractive  presentation  of  merchandise  as well as
clear signage in the stores.

Gross margin as a percentage  of net sales was 35.4% in fiscal 1998  compared to
33.2% in fiscal 1997. This increase in gross margin as a percentage of net sales
was primarily due to a significant  decrease in the amount of markdowns taken in
fiscal 1998 versus  fiscal 1997.  The  decrease in  markdowns  was the result of
improved  sales at competitive  original  price points and better  transition of
merchandise  between selling seasons.  The Company also lowered its distribution
and  merchandising  costs as a percentage  of net sales when  compared to fiscal
1997  through  higher  levels  of  sales  and   efficiencies   achieved  in  its
distribution center.

Selling,  general and administrative  ("SG&A") expenses decreased in dollars and
as a percentage  of net sales in fiscal 1998 versus  fiscal 1997.  SG&A expenses
were 23.5% of net sales in fiscal 1998  compared to 25.8% of net sales in fiscal
1997.  The  significant  decrease in SG&A expenses is primarily due to achieving
cost-containment goals, including reducing total payroll expense, established in
the Company's restructuring plan announced in the fourth quarter of fiscal 1997.
Although total payroll  decreased,  average  salaries and wages in the Company's
stores increased slightly in fiscal 1998 compared to fiscal 1997. This increase,
affecting primarily part-time associates,  was due to an increase in the average
hourly wage rate,  which was  partially  offset by a decrease  in average  store
hours.

During the fourth quarter of fiscal 1997, the Company  announced a restructuring
plan which  identified  75  low-volume,  underperforming  stores for closing.  A
substantial  number of these stores were closed by January 30, 1999.  Certain of
these stores are no longer under  consideration for closing due to a significant
improvement  in  performance  since the  announcement  of the plan. As a result,
during the fourth  quarter of fiscal  1998,  the  Company  recorded a  favorable
adjustment to pre-tax income of $385,000 to reverse the estimated cost, recorded
in fiscal 1997, of closing these stores.

Store rent and related  expenses  were 8.1% of net sales in fiscal 1998 compared
to 8.7% in  fiscal  1997.  Store  rent and  related  expenses  for  fiscal  1998
decreased  as a percentage  of net sales due to the leverage  provided by higher
year-over-year  sales as well as  aggressively  closing  underperforming  stores
during fiscal 1998.  Average store rent and related expenses  increased by 5% in
fiscal 1998  compared to fiscal  1997.  The  increase in average  store rent and
related  expenses is primarily due to the Company's store expansion  strategy of
opening  larger,  higher volume stores,  and thus leasing more costly sites with
higher rents while closing older,  underperforming  stores which  generally have
lower average rent costs.

Depreciation and  amortization  expense as a percentage of net sales was 1.6% in
fiscal 1998 compared to 1.7% in fiscal 1997.  The decrease in  depreciation  and
amortization  expense  is  primarily  due to the  leverage  provided  by  higher
year-over-year  sales as well as a decrease  in the number of stores open during
fiscal 1998 versus fiscal 1997.

Interest  expense was 0.6% of net sales in fiscal  1998  compared to 0.7% of net
sales in fiscal 1997 due to the  increase in net sales year over year.  Interest
expense in dollars  increased in fiscal 1998 when compared to fiscal 1997.  This
increase was  primarily due to higher  average  borrowings in fiscal 1998 versus
fiscal 1997 in order to maintain  levels of  inventory  necessary to support the
increased sales.

The effective  income tax provision  rate for fiscal 1998 was 20.3%  compared to
the effective income tax benefit rate of 16.1% in fiscal 1997. The change in the
Company's  effective  income tax rate is primarily  attributable  to a favorable
valuation allowance  adjustment for fiscal 1998 compared to fiscal 1997. Because
management  cannot be assured that  certain net  operating  loss  carryforwards,
credit carryforwards and net cumulative  temporary  differences for U.S. federal
and state income tax  purposes  will be fully  utilized or  realized,  valuation
allowances  have been  provided  for a portion  of the net  deferred  income tax
asset. Management estimates that the Company's effective income tax rate will be
approximately 40% in fiscal 1999; however, if sufficient levels of profitability
are achieved,  the effective  income tax rate may decrease because of a possible
favorable adjustment of some or all of the valuation allowance.

OUTLOOK

Sales  through  the first ten weeks of fiscal  1999 are ahead of planned  levels
(through the corresponding time period) due, in part, to favorable trends in the
women's  apparel  industry  as a  whole,  as well as the  Company's  merchandise
strategy of offering  goods that  emphasize  quality,  value and fashion.  Sales
during  the  corresponding  time  period in fiscal  1998 were  hindered  by slow
receipts of key  merchandise.  During fiscal 1999, the Company  intends to focus
its efforts on improving sales in existing  stores while  maintaining its margin
and  cost-containment  targets.  As part of this strategy,  the Company plans to
continue to monitor the merchandise mix and demographic  profiles of its stores.
The Company also plans to increase the size of certain highly  productive stores
and expand the test of men's  apparel  sales to  approximately  200 stores.  The
Company plans to open  approximately 30 new stores in existing markets and close
approximately 15 underperforming stores in fiscal 1999.

Average store rent and related  expenses are expected to increase in fiscal 1999
due to the  location and the  increase in the average  square  footage of stores
planned to open in fiscal  1999 and the closing of older,  lower-volume  stores.
Management will seek to leverage these increases  through improved average store
sales volume. Also, the Company has approximately 80 existing leases that expire
or have initial  lease terms  containing  lessee  renewal  options  which may be
exercised  in  fiscal  1999.  Management  believes  that  the  Company  will not
experience a material  increase in aggregate  store rents as a result of renewal
options or negotiating new lease terms for such locations.

FISCAL YEAR ENDED JANUARY 31, 1998 (FISCAL 1997) COMPARED TO FISCAL YEAR ENDED 
FEBRUARY 1, 1997 (FISCAL 1996)

Net sales in fiscal  1997  increased  1% to $302.3  million  compared  to $299.0
million in fiscal 1996.  This  increase in net sales was  primarily  due to more
stores being in operation,  on average, during fiscal 1997 as compared to fiscal
1996. In fiscal 1997,  comparable store sales decreased 1% for the year compared
to fiscal  1996.  Comparable  stores are those  stores in  operation at least 18
months.

The Company opened 64 stores during fiscal 1997,  relocated 13 stores and closed
49  underperforming  stores.  The Company  opened 23 stores  during fiscal 1996,
relocated 11 stores and closed 66 underperforming stores.

During fiscal 1997, the Company implemented its previously announced strategy to
offer  additional  categories  of  merchandise  at price  points  other than its
traditional  $7  retail  price.  However,  during  the  implementation  of  this
strategy,  management  believes  that the  Company  confused  its  customers  by
introducing  too many items at price  points  higher than its  previous $7 price
point.  In addition,  these  higher  priced items were offered at too many price
points.  This  combination  of too many  higher  priced  items at too many price
points had a negative effect on markdowns and SG&A expenses as discussed  below.
During the fourth quarter of fiscal 1997,  the Company  adjusted its pricing and
merchandising  strategy to increase the portion of its merchandise  priced at $7
or less. Also, the Company  established clear policies to limit its higher price
point items to only that  merchandise  which had been  determined  to be clearly
desired by its  customers  and could not be offered  for $7, thus  focusing  its
merchandising strategy on quality, value and selection. Such higher priced items
are offered at discernable price points up to $15.

Gross margin as a percentage  of net sales was 33.2% in fiscal 1997  compared to
35.3% in fiscal 1996. This decrease in gross margin as a percentage of net sales
primarily  resulted from a significantly  higher level of markdowns taken during
fiscal 1997.  Higher levels of markdowns  were taken during the third quarter of
fiscal  1997 in an  effort  to  clear  transitional  merchandise  which  was not
"fashion right." Higher levels of markdowns were taken during the fourth quarter
of fiscal 1997 in order to clear  inventory as part of the Company's  initiative
to  aggressively  close  underperforming  stores and to adjust  price  points in
certain  merchandise  categories  downward as part of the Company's  strategy to
offer more of its merchandise at $7 or below.

SG&A expenses as a percentage of net sales were 25.8% in fiscal 1997 compared to
25.3% in fiscal 1996.  When  expressed as a percentage  of net sales,  corporate
office and store operating costs increased.  These increases  resulted primarily
from  increased  marketing  costs as a result of  producing  in-store  signs and
posters to promote the new  merchandising  strategy  and to display the many new
price points and  increased  equipment  lease costs in the  Company's  corporate
offices.  Average  salaries and wages in the  Company's  stores  increased 6% in
fiscal  1997  compared  to  fiscal  1996.  This  increase,  affecting  primarily
part-time  associates,  was due to an  increase  in average  store  hours and to
increases in the Federal  Minimum Wage which were  effective in October 1996 and
September  1997.  Management  allocated a higher number of average payroll hours
per store in fiscal 1997  compared to fiscal 1996  because  management  believed
introduction of the higher price points would  necessitate  additional  training
and a higher level of customer service.

In response to lower than expected  operating  results,  the Company announced a
restructuring  plan during the fourth  quarter of fiscal 1997. The plan included
initiatives  which were  designed  to return the  Company  to  profitability  by
lowering  operating costs,  redeploying  assets and curtailing the number of new
store openings until the Company's  existing  stores were operating  profitably.
Under the  restructuring  plan the  Company  planned to close  approximately  75
low-volume,  underperforming  stores and eliminate  approximately 300 positions.
The Company  recorded a one-time charge of $2,265,000  during the fourth quarter
of  fiscal  1997 to cover  costs  associated  with the plan.  The  total  charge
included  costs to close stores,  such as the noncash  write-off of fixed assets
and store supplies of $1,378,000,  lease buyouts of approximately  $398,000, and
employee  severance,  outplacement  costs and other  miscellaneous  expenses  of
approximately $489,000.

Store rent and related expenses as a percentage of net sales were 8.7% in fiscal
1997 compared to 8.6% in fiscal 1996.  Average  store rent and related  expenses
increased  5% in fiscal  1997  compared  to  fiscal  1996  primarily  due to the
continuation  of the  Company's  store  expansion  strategy  of  increasing  the
proportion of larger,  higher-volume  stores and thus entering more costly sites
with higher rents,  and the closing of older,  underperforming  stores which had
lower average rent costs.

Depreciation  and  amortization  expense  was 1.7% of net sales in  fiscal  1997
compared to 1.6% of net sales in fiscal 1996. This increase in depreciation  and
amortization  expense resulted  primarily from fixed asset additions  associated
with new store openings in fiscal 1997 and to software upgrades in the Company's
corporate offices.

Interest  expense was 0.7% of net sales in fiscal  1997  compared to 0.6% of net
sales in  fiscal  1996.  This  increase  in  interest  expense  resulted  from a
combination  of slightly  higher  average  borrowings  and a 0.5% higher average
borrowing rate in fiscal 1997 compared to fiscal 1996.

The  effective  income tax benefit  rate for fiscal  1997 was 16.1%  compared to
36.5% in fiscal 1996. This decrease was primarily  attributable to the recording
of  valuation   allowances   related  to  the  Company's  tax  loss  and  credit
carryforwards in fiscal 1997.

INFLATION

During its three most recent fiscal years,  the Company believes that the impact
of  inflation  has not been  material to its  financial  condition or results of
operations.  Occasionally,  the Company may experience  slight  increases in the
average  purchase price per unit of  merchandise;  however,  such increases also
reflect the impact of an increase in the quality of goods  purchased in addition
to minimal inflationary factors.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company's primary needs for liquidity and capital have been to
fund its new store expansion and the related growth in merchandise  inventories.
The Company has obtained credit facilities which, together with cash provided by
operations,  are  expected to meet the  liquidity  and capital  needs during the
period of the agreements.

The Company's credit  facilities  consist of a revolving credit facility to meet
the Company's  short-term liquidity needs, a mortgage loan collateralized by the
Company's  corporate  offices  and  distribution  center  and  letter  of credit
facilities  to  accommodate   the  Company's   needs  to  purchase   merchandise
inventories from foreign sources.  Collectively, the Company's credit facilities
contain certain financial and non-financial covenants with which the Company was
in compliance at January 30, 1999. A summary of the Company's credit  facilities
follows.  Please  refer  to  Note B to  the  Consolidated  Financial  Statements
contained within this Annual Report on Form 10-K for a more complete description
of the Company's credit facilities.

The Company has a $37,500,000 revolving credit facility (including a $25,000,000
letter of credit  sub-facility)  with its  primary  lender  through  March 2001.
Borrowings  under the  agreement are  collateralized  by all assets owned by the
Company during the term of the agreement (other than land,  buildings,  fixtures
and improvements  collateralizing  the mortgage loan discussed  below).  Maximum
borrowings  under the revolving credit facility and utilization of the letter of
credit facility are based on a borrowing base formula determined with respect to
eligible inventory as defined in the agreement. At January 30, 1999, the Company
had approximately  $9.4 million of excess  availability under the borrowing base
formula.

The maximum and average amounts  outstanding  during fiscal 1998 and fiscal 1997
and amounts  outstanding  at the end of such  periods for the  revolving  credit
facility are  disclosed in Note B to the  Consolidated  Financial  Statements in
Item 8 of this document.

The  Company  has a  twenty-year,  $8,125,000  mortgage  loan  agreement  with a
commercial bank payable in 240 consecutive  equal monthly  installments  through
July 2017.  The agreement is secured by the Company's  real property  located at
its corporate offices including land, buildings, fixtures and improvements.

The Company has a $5,000,000  letter of credit  facility with a commercial  bank
through the earlier of June 2000 or termination of the revolving credit facility
with the Company's primary lender.  Letters of credit issued under the agreement
are collateralized by inventories purchased using such letters of credit.

The Company's  weighted  average  interest rate for all  borrowings was 8.6% and
8.4% in fiscal 1998 and fiscal 1997,  respectively.  The Company had outstanding
letters  of  credit  for  the  purchase  of  merchandise   inventories  totaling
approximately  $6,613,000  and  $6,075,000  at January  30, 1999 and January 31,
1998, respectively.

Net cash  provided by operating  activities  for fiscal 1998,  1997 and 1996 was
$3,923,000,  $8,660,000 and $2,352,000,  respectively.  The decrease in net cash
provided  by  operating  activities  in fiscal  1998  compared to fiscal 1997 is
primarily the result of an increase in merchandise  inventories,  and a decrease
in noncash charges  including  deferred  income taxes and costs  associated with
disposal of property and  equipment,  and partially  offset by an improvement in
the  Company's  year-over-year  results of  operations,  including  a  favorable
adjustment  in  fiscal  1998  to  the  estimated  costs  of   fiscal  1997's
restructuring plan. The increase in net cash provided by operating activities in
fiscal 1997  compared to fiscal  1996 is  primarily  the result of a decrease in
merchandise  inventories and increases in noncash  charges for depreciation and
costs  associated  with the disposal of property and  equipment  (due to closing
stores as part of the  restructuring  plan) which more than offset the Company's
net loss.

Total merchandise  inventories were $45,639,000,  $35,508,000 and $48,371,000 at
January 30,  1999,  January 31, 1998 and February 1, 1997,  respectively.  Total
merchandise  inventories  increased  29% at January 30, 1999 compared to January
31, 1998. The increase in total  merchandise  inventories is attributable to all
portions of merchandise  inventories -- including merchandise  in-transit to the
Company's distribution center from its vendors,  merchandise inventories held in
the distribution  center and in-store  inventories.  Most of this year-over-year
inventory  increase was the result of  purchasing  and  distributing  spring and
summer  merchandise in order to increase inventory to an appropriate level - the
January 31, 1998 inventory level was abnormally  low. It is management's  intent
to purchase goods in an opportunistic  manner, as well as in a timely manner, in
order to make smooth transitions between each season.

Total  merchandise  inventories  decreased  27% at January 31, 1998  compared to
February 1, 1997.  The  decrease is primarily  due to a decrease in  merchandise
in-transit to the Company's  distribution center from its vendors.  Most of this
year-over-year  in-transit  decrease  related to lower levels of imported goods.
Since late fiscal  1997,  the Company has relied  heavily on sourcing  inventory
through  opportunistic  purchases from domestic vendors.  In fiscal 1998, import
purchases  (including  freight and duty) were 13% of total purchases compared to
24% in fiscal 1997 and 31% in fiscal 1996.  The level and source of  inventories
are  subject to  fluctuations  because  of the  Company's  opportunistic  buying
strategy and prevailing business conditions.

Net  cash  used in  investing  activities  for  fiscal  1998,  1997 and 1996 was
$3,151,000, $7,134,000 and $3,033,000,  respectively, and was primarily used for
leasehold improvements and equipment for new stores opened each year, as well as
information technology expenditures including software and hardware upgrades.

Net cash of $181,000 was used in financing  activities in fiscal 1998  primarily
as a result of the  repayment of the  Company's  mortgage  loan facility and the
payment of capital lease  obligations which exceeded the net borrowings from the
Company's  revolving  credit  facilities.  Net  cash of  $2,256,000  was used in
financing  activities in fiscal 1997 primarily as a result of a net repayment on
the Company's revolving credit facility which exceeded the net borrowings on the
Company's  mortgage loan and term loan  facilities.  Net cash of $2,834,000  was
provided by  financing  activities  in fiscal 1996  primarily as a result of net
borrowings on the Company's  revolving credit facility and net borrowings on the
Company's term loan facilities.

In fiscal 1999, the Company plans to spend approximately $5.0 million on capital
expenditures,  most  of  which  will  be  used  to  open  new  stores,  remodel,
re-fixture,  expand and  relocate  existing  stores,  and invest in  information
technology.  The Company's liquidity  requirements in the foreseeable future are
expected to be met  principally  through cash provided by operations and the use
of its credit facilities.  If deemed by management to be in the best interest of
the  Company,  additional  long-term  debt,  equity,  capital  leases,  or other
permanent financing may be considered.

MARKET RISK AND RISK MANAGEMENT POLICIES

The Company is exposed to market risk from changes in interest  rates  affecting
its credit arrangements, including a variable-rate revolving credit facility and
a fixed-rate mortgage loan agreement,  which may adversely affect its results of
operations and cash flows.  The Company seeks to minimize its interest rate risk
through its day-to-day operating and financing activities.  The Company does not
engage in speculative or derivative financial or trading activities.

A  hypothetical  100 basis point adverse  change  (increase)  in interest  rates
relating to the Company's  revolving  credit facility for fiscal 1998 would have
decreased pre-tax income by approximately $132,000 for the same time period. Due
to the fixed-rate  nature of the mortgage loan  agreement,  a  hypothetical  100
basis point adverse change (decrease) in interest rates would have increased the
estimated fair value of the Company's  mortgage loan agreement by  approximately
$627,000  at January  30,  1999,  but would have had no effect on the  Company's
results of operations or cash flows for fiscal 1998.



YEAR 2000 ISSUES

State of Readiness

The Company began identifying its major systems and software vendors susceptible
to Year 2000 issues during its  preparedness  evaluation in fiscal 1996.  During
fiscal 1997, a formal  steering  committee was  assembled  from  throughout  the
Company  to ensure a smooth  transition  into the Year  2000.  The  Company  has
separated  its Year 2000 efforts  into five phases  ("the Year 2000 Plan"):  (i)
awareness and  identification of issues relating to the Year 2000; (ii) analysis
of the impact on and risk to the Company's  software,  hardware and the services
provided by the Company's  vendors;  (iii)  performance of the work necessary to
change or upgrade  programs and files including  installation of software and/or
hardware;  (iv)  testing  and  certification  of systems  to assure  compliance,
including disaster recovery testing; and (v) implementation of systems.  Because
the Company  uses a variety of  internally-developed  and third party  software,
certain  tasks of  various  phases of the Year  2000  Plan are  being  performed
simultaneously.  The Company  anticipates  that all five phases will be complete
and its major systems will be Year 2000 compliant by the summer of 1999.

Like other  companies,  the Company relies upon third parties for its operations
including,  but not limited to,  suppliers of merchandise,  software,  telephone
service,  electric power, water and financial services. As part of this program,
the  Company  has a formal  vendor Year 2000  compliance  program in place.  The
Company  has  identified  and  assigned  various  levels of risk to third  party
vendors associated with the Company. The Company has received responses from all
the vendors identified as critical to its operations. Each has indicated that it
expects  to be Year 2000  compliant  in a timely  manner.  During  the course of
fiscal 1999, the Company will continue its vendor compliance efforts focusing on
the remaining, less critical vendors in order of their assigned levels of risk.

Cost

The Company is primarily using internal resources to identify, test, upgrade and
replace its Year 2000-sensitive systems. The Company's major systems,  including
its merchandise  management system, its point-of-sale  system, its inventory and
general  ledger  system and its payroll  system,  have been due for  upgrades in
order to maintain vendor support.  Therefore,  the Company would be devoting the
efforts of its internal  resources to some or all of these projects  through the
normal  course of  business  even if the Year 2000 issues had not  existed.  The
Company  also  continues to replace any  non-compliant  software and hardware as
necessary.  During  fiscal  1998,  the cost of  these  incidental  software  and
hardware replacements was considerably less than the expected amount of $25,000.
The cost of these incidental  software and hardware  replacements is expected to
be less than $50,000 in fiscal 1999.

Risks and Contingency Planning

Management expects that the Company will substantially  complete  implementation
of the Year 2000 Plan by the summer of 1999 and will  continue  to  monitor  its
systems  through  the  remainder  of the  year,  but  gives  no  assurance  that
unforeseen  difficulties  which could alter the date of  completion  of the Year
2000 Plan will not occur while performing upgrades,  installations,  testing and
implementation.  In addition, as part of a worst case scenario, if the Year 2000
Plan is not successful in a timely manner, the Company's third party vendors are
not Year 2000  compliant in a timely manner,  and/or if the Company's  supply of
merchandise or ability to distribute its  merchandise to its stores is adversely
affected, the Year 2000 issues may have a material adverse impact on the results
of operations, financial condition and cash flows of the Company. Also, possible
interruptions  in services such as electric  power and telephone  could occur in
certain  geographic  areas,  thereby  temporarily  closing some of the Company's
stores. In addition,  any general economic disruption caused by Year 2000 issues
could adversely affect customer demand.

The Company intends to mitigate its Year 2000 risk by completing  implementation
of the  Year  2000  Plan by the  summer  of  1999,  permitting  time to  monitor
compliance as well as to conduct disaster recovery tests. The Company intends to
mitigate its risk of temporarily closed stores due to possible  interruptions in
service  such as  electric  power  and  telephone  through  the use of  business
interruption  insurance,  which it currently carries, and uses from time to time
to protect itself from temporary closings due to weather related  interruptions.
The  Company  plans to  continue to develop  its  contingency  plans  during the
completion of the remaining phases of its Year 2000 Plan.

EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting  Standards ("SFAS") 133,  "Accounting for Derivative  Instruments and
Hedging  Activities,"  effective for periods beginning after June 15, 1999. This
new  standard  requires  recognition  of  all  derivatives,   including  certain
derivative  instruments  embedded  in  other  contracts,  as  either  assets  or
liabilities  in the  statement of financial  position and  measurement  of those
instruments  at fair  value.  The  Company is in the  process of  reviewing  the
effect, if any, that SFAS 133 will have on the Company's  consolidated financial
statements and disclosures.

Private Securities Litigation Reform Act of 1995

All  statements  contained  in this  Annual  Report  on Form  10-K as to  future
expectations and financial  results  including,  but not limited to,  statements
containing  the  words   "believes,"   "anticipates,"   "expects,"  and  similar
expressions, should be considered forward-looking statements subject to the safe
harbor  created by the Private  Securities  Litigation  Reform Act of 1995.  The
Company  cautions  readers of this  Annual  Report on Form 10-K that a number of
important  factors could cause the Company's  actual  results in fiscal 1999 and
beyond  to  differ  materially  from  those  expressed  in such  forward-looking
statements.  These factors  include,  but are not limited to,  general  economic
conditions  and  consumer  demand;   consumer  preferences;   weather  patterns;
competitive  factors,  pricing and promotional  activities of  competitors;  the
impact of  excess  retail  capacity  and the  availability  of  desirable  store
locations on suitable terms; whether or not the Company's merchandising strategy
to offer alternative  categories of merchandise at alternative price points will
increase  sales and  operating  results or increase  and attract new  customers;
whether or not offering for sale new  categories of merchandise  including,  but
not limited  to,  menswear,  will  increase  sales and  operating  results;  the
availability,  selection and  purchasing of attractive  merchandise on favorable
terms; credit availability, including adequate levels of credit support provided
to certain of the Company's vendors by factors and insurance  companies;  import
risks,  including  potential  disruptions  and  duties,  tariffs  and  quotas on
imported merchandise;  regulatory matters,  including legislation affecting wage
rates;  whether or not the  Company  and its major  suppliers  will ready  their
computer  systems  to be "Year 2000  Compliant"  in a timely  manner;  and other
factors  described in the  Company's  filings with the  Securities  and Exchange
Commission  from time to time. The Company does not undertake to publicly update
or revise its  forward-looking  statements  even if experience or future changes
make it clear that any projected  results  expressed or implied therein will not
be realized.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See "Market Risk and Risk Management Policy" in Item 7.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Shareholders of
One Price Clothing Stores, Inc.
Duncan, South Carolina


We have  audited  the  accompanying  consolidated  balance  sheets  of One Price
Clothing Stores,  Inc. and  subsidiaries  (the "Company") as of January 30, 1999
and January 31, 1998,  and the related  consolidated  statements of  operations,
shareholders'  equity,  and cash flows for each of the three fiscal years in the
period ended January 30, 1999. Our audits also included the financial  statement
schedule  listed  in the  Index  at Item 14 (d).  These  consolidated  financial
statements  and  financial  statement  schedule  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated  financial statements and financial statement schedule based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the financial position of the Company as of January 30, 1999
and January 31, 1998,  and the results of its  operations and its cash flows for
each of the  three  fiscal  years in the  period  ended  January  30,  1999,  in
conformity with generally accepted accounting principles.  Also, in our opinion,
such  financial  statement  schedule  listed  in the index at Item  14(d),  when
considered in relation to the basic consolidated financial statements taken as a
whole,  presents  fairly in all  material  respects  the  information  set forth
therein.



DELOITTE & TOUCHE LLP
Greenville, South Carolina 
March 17, 1999(March 31, 1999 as to Note B)


<PAGE>



                ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<S>                                                                            <C>                  <C>    

                                                                                   January 30,          January 31,
                                                                                      1999                 1998
                                                                               -----------------    -----------------
Assets
CURRENT ASSETS
  Cash and cash equivalents                                                   $         2,418,000        $   1,827,000
  Miscellaneous receivables, net of allowance for doubtful accounts
     of $80,000 (1998) and $196,000 (1997)                                              1,526,000            2,066,000
  Merchandise inventories                                                              45,639,000           35,508,000
  Federal and state income taxes receivable                                             1,303,000            4,637,000
  Prepaid expenses                                                                      3,733,000            4,293,000
  Deferred income taxes                                                                   768,000                   --
                                                                                  -----------------     --------------
     TOTAL CURRENT ASSETS                                                              55,387,000           48,331,000

PROPERTY AND EQUIPMENT, net                                                            33,446,000           36,004,000

OTHER ASSETS                                                                            3,994,000            3,777,000
                                                                                  ---------------       --------------
                                                                             $         92,827,000       $   88,112,000
                                                                                  ===============       ==============
Liabilities and Shareholders' Equity
CURRENT LIABILITIES
  Accounts payable                                                            $        24,750,000       $   25,391,000
  Current portion of long-term debt and revolving credit facility                      11,998,000           11,664,000
  Accrued salaries and wages                                                            3,118,000            1,789,000
  Accrued employee benefits                                                             2,338,000            2,271,000
  Other accrued and sundry liabilities                                                  2,537,000            2,965,000
                                                                                  ----------------     ----------------
     TOTAL CURRENT LIABILITIES                                                         44,741,000           44,080,000

LONG-TERM DEBT                                                                          7,755,000            7,915,000
OTHER NONCURRENT LIABILITIES                                                            2,914,000            3,095,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
  Preferred Stock, par value $0.01 - authorized and
     unissued  500,000 shares
  Common Stock, par value $0.01 - authorized 35,000,000 shares;
     issued and outstanding 10,439,531 (1998) and 10,435,531 (1997)                       104,000              104,000
  Additional paid-in capital                                                           11,465,000           11,453,000
  Retained earnings                                                                    25,848,000           21,465,000
                                                                                  ---------------     ----------------
                                                                                       37,417,000           33,022,000
                                                                                  ----------------    -----------------
                                                                              $        92,827,000     $     88,112,000
                                                                                  ================    =================

</TABLE>
                                                                           
See notes to consolidated financial statements


                ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<S>                                                  <C>                   <C>                   <C>    
                                                                            Fiscal Year Ended                       
                                                         January 30,           January 31,            February 1,
                                                             1999                 1998                    1997
                                                       -----------------    ------------------      -----------------

NET SALES                                            $      328,059,000   $       302,285,000     $      298,986,000
Cost of goods sold                                          211,893,000           201,901,000            193,318,000
                                                       -----------------    ------------------      -----------------
GROSS MARGIN                                                116,166,000           100,384,000            105,668,000

Selling, general and administrative expenses                 77,158,000            78,077,000             75,564,000
Restructuring (credit) charge                                  (385,000)            2,265,000                     --
Store rent and related expenses                              26,653,000            26,415,000             25,566,000
Depreciation and amortization expense                         5,115,000             5,131,000              4,778,000
Interest expense                                              2,128,000             1,989,000              1,754,000
                                                       -----------------    ------------------      -----------------

                                                            110,669,000           113,877,000            107,662,000
                                                       -----------------    ------------------      -----------------

INCOME (LOSS) BEFORE INCOME TAXES                             5,497,000           (13,493,000)            (1,994,000)

Provision for (benefit from) income taxes                     1,114,000            (2,173,000)              (727,000)
                                                       -----------------    ------------------      -----------------

NET INCOME (LOSS)                                    $        4,383,000   $       (11,320,000)     $      (1,267,000)
                                                       =================    ==================      =================

PER COMMON SHARE AMOUNTS:

NET INCOME (LOSS)  PER COMMON SHARE -
    BASIC AND DILUTED                                $             0.42   $            (1.08)     $           (0.12)
                                                       =================    ==================      =================


Weighted average number of common shares                                                                              
    outstanding - basic                                      10,437,102           10,435,531             10,400,789
                                                       =================    ==================      =================

Weighted average number of common shares
    outstanding - diluted                                    10,493,816           10,435,531             10,400,789
                                                       =================    ==================      =================
</TABLE>

See notes to consolidated financial statements


                ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


<TABLE>
<S>                                          <C>              <C>         <C>             <C>            <C>    <C>

                                                                            Additional
                                                   Common Stock              Paid-in         Retained
                                               Shares           Amount       Capital         Earnings           Total       

Balance at February 3, 1996                   10,335,031       $103,000    $11,002,000     $34,052,000     $45,157,000
     Stock options exercised                     100,500          1,000        451,000              --         452,000
     Net loss                                       --               --             --      (1,267,000)     (1,267,000)  
                                              ----------       --------    -----------    -------------    ------------
Balance at February 1, 1997                   10,435,531        104,000     11,453,000      32,785,000      44,342,000
     Net loss                                       --               --             --     (11,320,000)    (11,320,000)
                                              ----------       --------    -----------      -----------    ------------
Balance at January 31, 1998                   10,435,531        104,000     11,453,000      21,465,000      33,022,000  
     Stock options exercised                       4,000             --         12,000              --          12,000
     Net income                                       --             --             --       4,383,000       4,383,000  
                                              ----------       --------    -----------     ------------    -----------
Balance at January 30, 1999                   10,439,531       $104,000    $11,465,000     $25,848,000     $37,417,000
                                              ==========       ========    ===========     ============    ===========
</TABLE>




See notes to consolidated financial statements


<PAGE>



                ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<S>                                                                       <C>                 <C>              <C>    

                                                                                            Fiscal Year Ended
                                                                          ---------------------------------------------------
                                                                            January 30,       January 31,       February 1,
                                                                               1999              1998              1997
                                                                          ----------------   --------------    --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                   $        4,383,000 $   (11,320,000)  $    (1,267,000)
   Adjustments to reconcile  net income (loss) to net cash provided 
     by operating activities:
         Depreciation and amortization                                          5,115,000       5,131,000         4,778,000
         Provision for supplemental post-retirement benefits                      113,000         128,000           970,000
         Deferred income taxes                                                   (768,000)      1,217,000           246,000
         Loss on disposal of property and equipment                                52,000       2,325,000         1,261,000
         Decrease in other noncurrent assets                                      276,000         382,000           579,000
         Increase in other noncurrent liabilities                                  18,000         435,000           151,000
         Changes in operating assets and liabilities:
             Decrease (increase) in miscellaneous receivables and
                 prepaid expenses                                               1,039,000      (1,460,000)          594,000
             (Increase) decrease in merchandise inventories                   (10,131,000)     12,863,000        (8,598,000)
             Decrease (increase) in federal and state income taxes receivable   3,335,000        (400,000)          437,000
             Increase (decrease) in accounts payable and other                
                 liabilities                                                      491,000        (641,000)        3,201,000
                                                                         ----------------   --------------    --------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                       3,923,000        8,660,000        2,352,000
                                                                          ----------------   --------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                                       (2,438,000)      (6,346,000)       (2,674,000)
    Purchases of other noncurrent assets                                        (782,000)        (564,000)         (359,000)
    Repayment of (issuance of ) related party loan                                69,000         (224,000)               --
                                                                          ----------------   --------------    --------------
NET CASH USED IN INVESTING ACTIVITIES                                         (3,151,000)      (7,134,000)       (3,033,000)
                                                                          ----------------   --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings from (repayment of) revolving credit facility                   321,000       (3,469,000)        2,171,000
  Proceeds from long term debt borrowings                                             --        9,572,000         7,500,000
  Repayment of long term debt                                                   (147,000)      (7,957,000)       (6,553,000)
  Debt financing costs incurred                                                  (42,000)        (259,000)         (698,000)
  Decrease in amount due to related parties                                      (98,000)         (47,000)          (38,000)
  Payment of capital lease obligations                                          (226,000)         (96,000)               --
  Proceeds from exercise of stock options                                         11,000               --           452,000
                                                                          ----------------   --------------    --------------
                                                                    
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                             (181,000)      (2,256,000)        2,834,000
                                                                          ----------------   --------------    --------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 591,000         (730,000)        2,153,000

CASH AND CASH EQUIVALENTS AT BEGINNING OF FISCAL YEAR                          1,827,000        2,557,000           404,000
                                                                          ----------------   --------------    --------------

CASH AND CASH EQUIVALENTS AT END OF  FISCAL YEAR                       $       2,418,000        1,827,000         2,557,000
                                                                          ================   ==============    ==============

SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                                        $       2,121,000 $      1,766,000  $      1,777,000
  Income taxes paid                                                              677,000           86,000            68,000
  Noncash financing activities - capital leases                                  106,000          537,000           237,000
</TABLE>

See notes to consolidated financial statements



<PAGE>



ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 30, 1999

NOTE A - Operations and Summary of Significant Accounting Policies

Business:  One Price Clothing  Stores,  Inc. and  subsidiaries  (the  "Company")
operates a chain of off-price  retail  women's and children's  specialty  stores
offering a wide variety of first quality,  contemporary,  in-season  apparel and
accessories. Accordingly, the Company operates in one business segment. Prior to
fiscal 1997, this merchandise was offered at the uniform retail price of $7. The
Company  currently offers most of its merchandise at or below a base price of $7
and offers  certain  additional  categories  and styles at prices higher than $7
when such merchandise is clearly desired by the Company's customers. Such higher
priced  merchandise  is offered at prices up to $15.  At January 30,  1999,  the
Company operated 618 stores in 27 states, the District of Columbia,  Puerto Rico
and the U.S. Virgin Islands.

Fiscal Year: The Company's fiscal year ends on the Saturday nearest January 31.
All periods presented herein consist of 52 weeks.

Principles of Consolidation:  The consolidated  financial statements include the
accounts of the  Company  and its  wholly-owned  subsidiaries.  All  significant
intercompany accounts and transactions have been eliminated in consolidation.

Accounting Estimates: The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Comprehensive  Income:  The Company is  required  to  disclose  within the basic
financial  statements  items of comprehensive  income,  such as foreign currency
transactions and unrealized gains and losses on  available-for-sale  securities,
under the  provisions of Statement of Financial  Accounting  Standards  ("SFAS")
130,  "Reporting  Comprehensive  Income." Because the Company has no items which
qualify  as  comprehensive  income,  the  adoption  of SFAS 130  resulted  in no
difference between  comprehensive income (loss) and net income (loss) for fiscal
1998, 1997 and 1996, respectively.

Segments and Related Information: The Company operates in one industry segment: 
retail sales of apparel and accessories to the general public.

Fair Value of Financial Instruments:  The estimated fair values of the Company's
financial instruments,  including primarily cash and cash equivalents,  accounts
receivable,  accounts  payable  and the  Company's  revolving  credit  facility,
approximate  their carrying values at January 30, 1999 and January 31, 1998, due
to their nature.  The fair value of the  Company's  mortgage loan at January 30,
1999 and January 31, 1998 is calculated based on discounted cash flows using the
estimated currently available borrowing rate.

Cash and Cash Equivalents:  The Company considers all highly liquid  investments
with an original  maturity  of three  months or less when  purchased  to be cash
equivalents.

Merchandise Inventories: Merchandise inventories are stated at the lower of cost
(computed using the first-in, first-out (FIFO)retail method) or market.

Depreciation:  Depreciation is computed by the  straight-line  method,  based on
estimated  useful  lives of 10 years for land  improvements,  33 to 40 years for
buildings,  5 to 10 years  for  leasehold  improvements  and 3 to 15  years  for
fixtures and equipment.

Income Taxes:  Deferred income tax assets and  liabilities  represent the future
income tax effect of temporary differences between the book and tax bases of the
Company's assets and liabilities,  assuming they will be realized and settled at
the amount reported in the Company's financial statements.

Purchased and Internally  Developed Software:  Purchased software is included in
other assets and is amortized  over its  estimated  useful life of 5 years using
the straight-line  method.  Direct costs of developing  software  internally are
capitalized  using  the  principles  of  Statement  of  Position  ("SOP")  98-1,
"Accounting  for the  Costs of  Computer  Software  Developed  or  Obtained  for
Internal Use." The result of adopting SOP 98-1 was an increase in pre-tax income
of $285,000 in fiscal 1998.  Upon placement into service,  internally  developed
software will be amortized  over its estimated  useful life of 5 years using the
straight-line method.

Store Closing and Impairment  Costs: At the time  management  commits to close a
store and for other stores  which may be impaired,  the fixed assets are written
down to estimated  fair market  value.  For stores to be closed,  a provision is
made for any remaining store lease obligation after closing or penalty,  if any,
to cancel the lease obligation.

Revenue Recognition: Revenues from retail sales are recognized at the time of 
the sale.  An estimate for merchandise returns is recorded in the period that 
the merchandise is sold.

Store Preopening Costs: Costs associated with the opening of new stores are 
expensed as incurred.

Advertising  and  Promotional  Costs:  Advertising  and  promotional  costs  are
expensed when incurred.  Such expenses were  $623,000,  $592,000 and $987,000 in
fiscal 1998, 1997 and 1996, respectively.

Earnings  Per Common  Share:  Basic  earnings  per common  share are computed by
dividing  earnings by the  weighted  average  number of shares of Common  Stock.
Diluted  earnings  per common  share are  computed by  dividing  earnings by the
weighted  average  number of shares of Common  Stock and  dilutive  Common Stock
equivalent shares for stock options outstanding, unless antidilutive, during the
period. See Notes F and H.

Reclassifications: Certain amounts included in prior periods' financial state-
ments have been reclassified to conform to the fiscal 1998 presentation.

Effect of New  Accounting  Pronouncements:  The Financial  Accounting  Standards
Board  ("FASB")  issued SFAS 133,  "Accounting  for Derivative  Instruments  and
Hedging  Activities,"  effective for periods beginning after June 15, 1999. This
new  standard  requires  recognition  of  all  derivatives,   including  certain
derivative  instruments  embedded  in  other  contracts,  as  either  assets  or
liabilities  in the  statement of financial  position and  measurement  of those
instruments  at fair  value.  The  Company is in the  process of  reviewing  the
effect, if any, that SFAS 133 will have on the Company's  consolidated financial
statements and disclosures.

NOTE B - Credit Facilities

The Company has a revolving  credit  facility of up to $37,500,000  (including a
letter of credit  sub-facility  of up to  $25,000,000)  with its primary  lender
through  March  2001.  Borrowings  under the credit  agreement  with the primary
lender are  collateralized by all assets owned by the Company during the term of
the  agreement  (other  than the  land,  buildings,  fixtures  and  improvements
collateralizing the mortgage loan discussed below). In January 1999, the Company
amended  its  credit  agreement  to lower the  borrowing  rates  and other  fees
associated  with  its  revolving  credit  facility.  Under  the  amendment,  the
borrowings  bear  interest,   at  the  Company's   option  (subject  to  certain
limitations  in the  agreement),  at the Prime Rate plus  0.25% or the  Adjusted
Eurodollar Rate, as defined,  plus 2.0%.  Maximum borrowings under the revolving
credit  facility and utilization of the letter of credit facility are based on a
borrowing base formula  determined with respect to eligible inventory as defined
in the agreement. Availability under the revolving credit facility fluctuates in
accordance  with the  Company's  seasonal  variations  in inventory  levels.  At
January  30,  1999,  the  Company  had  approximately  $9.4  million  of  excess
availability  under the  borrowing  base  formula.  The  lending  formula may be
revised  from time to time in  response  to  changes in the  composition  of the
Company's inventory or other business conditions.

The Company's  amended  revolving  credit agreement  contains certain  covenants
which,  among other  things,  restrict the ability of the Company to incur other
indebtedness,  or encumber or dispose of assets,  and  prohibit the Company from
repurchasing  its Common Stock or paying  dividends.  The Company is required to
maintain a $5,000,000 minimum level of working capital and to maintain a minimum
adjusted net worth (both as defined in the amended revolving credit  agreement).
Effective  January 30, 1998, such minimum net worth requirement was reduced from
$34,000,000 to  $25,000,000.  The Company was in compliance with these financial
covenants at January 30, 1999.



<PAGE>



The maximum  and average  amounts  outstanding  during  fiscal 1998 and 1997 and
amounts outstanding at the end of such periods for the revolving credit facility
are presented as follows:
<TABLE>
<S>                                                                         <C>                 <C>    
                                                                                     Fiscal Year Ended
                                                                            ---------------------------------
                                                                             January 30,          January 31,
                                                                                1999                  1998
                                                                             -----------          ----------
                                                                                               
Revolving Credit Facility:
     Maximum amounts outstanding                                                $20,832,000        $19,525,000
     Average amounts outstanding                                                 13,152,000         10,784,000
     Outstanding at period end                                                   11,838,000         11,517,000

</TABLE>

The Company also has an agreement  with a commercial  bank to provide a separate
letter of credit  facility of up to $3,000,000.  In November 1998, the agreement
was  amended  to  increase  the  letter  of credit  facility  to  provide  up to
$3,500,000.  On March 31,1999,  the agreement was amended to increase the letter
of credit  facility to provide up to $5,000,000.  Letters of credit issued under
the agreement are collateralized by inventories  purchased using such letters of
credit. In March 1998, the agreement was amended to adjust the Company's minimum
net  worth  requirement  to the same  level as that  required  by the  Company's
primary  lender under the revolving  credit  agreement.  On March 31, 1999,  the
agreement was further  amended to extend the expiration  date of the facility by
one year to the earlier of June 2000 or termination  of the Company's  revolving
credit facility with its primary  lender.  The agreement,  as amended,  contains
certain restrictive covenants,  which are substantially the same as those within
the Company's amended revolving credit facility discussed above.

During  fiscal  1997,  the Company  repaid the term loan  portion of its primary
credit  facility  and  entered  into a  twenty-year  mortgage  agreement  with a
commercial  bank.  The  agreement  provides  for a mortgage  loan of  $8,125,000
secured  by  the  Company's  real  property  located  at its  corporate  offices
including land, buildings, fixtures and improvements. Such secured real property
had a net book value of $14.2 million at January 30, 1999.  The mortgage loan is
payable in 240 consecutive equal monthly installments (including interest at the
rate of 9.125% per annum) through July 2017.  Certain fees may be payable by the
Company  if the  mortgage  loan is  repaid  prior  to June  2014.  The  mortgage
agreement contains certain nonfinancial  covenants with which the Company was in
compliance at January 30, 1999.

Annual maturities of the mortgage loan are as follows:

               Fiscal Year                                         Amount
               -----------                                         ------
                 1999                                          $     160,000
                 2000                                                173,000
                 2001                                                192,000
                 2002                                                210,000
                 2003                                                231,000
                 Thereafter                                        6,949,000
                                                               -------------
                Total                                           $  7,915,000
                                                                ============


The fair value of the Company's  outstanding  mortgage obligation at January 30,
1999 and January 31, 1998 was  $8,458,000  and  $8,062,000,  respectively.  Fair
value is determined based on discounted cash flows using the Company's estimated
currently available borrowing rate.

The Company's  weighted  average  interest rate for all  borrowings was 8.6% and
8.4% in fiscal 1998 and fiscal 1997,  respectively.  The Company had outstanding
letters  of  credit  for  the  purchase  of  merchandise   inventories  totaling
approximately  $6,613,000  and  $6,075,000  at January  30, 1999 and January 31,
1998, respectively.


NOTE C - Property and Equipment
<TABLE>
<S>                                                                   <C>                         <C>

                                                                           January 30,                 January 31,
                                                                              1999                        1998
                                                                       ---------------            ----------------
   Land                                                                $       914,000            $       914,000
   Land improvements                                                           494,000                    494,000
   Buildings                                                                16,061,000                 16,055,000
   Leasehold improvements                                                   14,682,000                 14,194,000
   Fixtures and equipment                                                   29,933,000                 29,095,000  
                                                                         -------------              --------------
                                                                            62,084,000                 60,752,000
   Less accumulated depreciation                                           (28,638,000)               (24,748,000)
                                                                           ------------               ------------
                                                                          $ 33,446,000             $   36,004,000  
                                                                          ============              ==============
</TABLE>

The Company evaluates whether assets,  largely store leasehold  improvements and
fixtures and  equipment,  may be impaired based on store lease  termination  and
renewal decisions and estimated undiscounted future cash flows of the individual
stores. For stores which are determined to be impaired,  leasehold  improvements
are  written  off and  fixtures  and  equipment  are  written  down  based  upon
management's estimate of recoverability.  Such impairment loss was approximately
$111,000 and $425,000 for fiscal 1998 and 1997, respectively, and is included in
selling,  general and administrative  expenses in the accompanying  Consolidated
Statements of Operations.

NOTE D - Income Taxes

The provision for (benefit from) income taxes consists of the following:
<TABLE>
<S>                                                    <C>                 <C>               <C> 

                                                                         Fiscal Year Ended
                                                         ---------------------------------------------------
                                                          January 30,      January 31,       February 1,
                                                              1999             1998              1997
                                                         ---------------  ---------------  -----------------
Current:
  Federal                                                 $ 1,416,000       $(3,670,000)         $(982,000)
  State and local                                             371,000           280,000              1,000
  Puerto Rico                                                      --               --               8,000
  Virgin Islands                                               95,000               --                  --
Deferred:
  Federal                                                    (684,000)         616,000             265,000
  State and local                                             (84,000)         447,000            (149,000)
Puerto Rico                                                        --          154,000             130,000
                                                         ------------      -----------          ----------
Total provision for (benefit from) income taxes           $ 1,114,000      $(2,173,000)         $ (727,000)
                                                         =============      ============        ==========
</TABLE>

A  reconciliation  of the  statutory  federal  income  tax  rate  to the  annual
effective income tax rate follows:
<TABLE>
<S>                                                           <C>               <C>                 <C> 
                                                                                 Fiscal Year Ended
                                                              ---------------------------------------------------------
                                                                January 30,         January 31,         February 1,
                                                                    1999               1998                 1997
                                                              -----------------   ----------------    -----------------
Federal income tax (benefit) at statutory rate                           35.0%            (35.0)%          (35.0)%
State and local income tax (benefit), net of federal tax                  4.4              (2.7)            (4.6)
Puerto Rico net operating loss                                           (2.3)               --               --
Tax benefit from federal jobs credits                                    (3.9)             (0.4)              --
Valuation allowance                                                     (11.1)             20.8               --
Other, net                                                               (1.8)              1.2              3.1
                                                                      --------         ---------           -----  
Effective income tax (benefit) rate                                      20.3%            (16.1) %         (36.5)%
                                                                      =======          =========           ====== 
</TABLE>

Presented  below are the elements which comprise  deferred income tax assets and
liabilities:
<TABLE>
<S>                                                          <C>                               <C> 

                                                              January 30,                         January 31,
                                                                  1999                               1998
                                                              ------------                       -----------
Gross deferred income tax assets:
  Accrued employee benefits deductible for tax            
    purposes when paid                                           $ 857,000                         $786,000
  Excess of tax over financial statement basis of                                                                       
    inventory                                                      346,000                          375,000              
  Accrued retirement benefits deductible for tax                                                                        
    purposes when paid                                             536,000                          530,000              
  Accrued store closing and restructuring costs                                         
    deductible for tax purposes when paid                          299,000                          885,000
  State and local net operating loss and credit                                         
    carryforwards                                                  779,000                          999,000
  Puerto Rico/Virgin Islands net operating loss                                         
    carryforwards                                                1,175,000                        1,314,000
  Other                                                            540,000                          295,000
                                                                 ---------                        ---------
       Gross deferred income tax assets                          4,532,000                        5,184,000
  Valuation allowance                                           (2,188,000)                      (3,156,000)
                                                                -----------                      ----------- 
                                                                 2,344,000                        2,028,000
                                                              ------------                        ----------
Gross deferred income tax liabilities:
  Excess of financial statement over tax basis of         
     property and equipment                                     (1,576,000)                      (1,999,000)
  Excess of financial statement over tax basis of                                         
     supplies                                                          --                           (29,000)
                                                               ------------                      -----------
        Gross deferred income tax liabilities                   (1,576,000)                      (2,028,000)
                                                                ----------                       ---------- 

Net deferred income tax asset                                 $    768,000                      $       --
                                                             =============                      ============
</TABLE>

At January 30, 1999 the Company had net operating loss and credit  carryforwards
for state income tax purposes aggregating  approximately  $779,000 of income tax
and Puerto Rico net  operating  loss  carryforwards  aggregating  $1,175,000  of
income tax. These  carryforwards  expire at various times between 2002 and 2012.
Management  cannot be assured that certain deferred income tax assets related to
these carryforwards will be fully utilized or realized. Accordingly, a valuation
allowance has been provided for a portion of the net deferred income tax asset.

The net  deferred  income tax asset at January  30,  1999 is included in current
assets in the accompanying Consolidated Balance Sheet.

NOTE E - Commitments and Contingencies

From time to time, the Company is a defendant in legal actions  involving claims
arising in the normal course of its business.  The Company  believes  that, as a
result of its legal defenses and insurance  arrangements,  none of these actions
presently pending, if decided adversely, would have a material adverse effect on
its financial position, results of operations or cash flows.

Leases

The Company  leases its stores  under  operating  leases with  initial  terms of
typically  five years with one to two renewal option periods of five years each.
The leases generally provide for increased  payments resulting from increases in
operating costs, common area maintenance costs and property taxes. Substantially
all store  leases  also  provide  the Company  with an option to  terminate  the
agreement  without  penalty if certain  conditions  are present.  Certain of the
leases provide for contingent or percentage  rentals based upon sales volume and
others are leased on a month-to-month basis.

In addition, the Company has operating leases for automobiles,  trucks, trailers
and certain computer and other equipment with one to ten year terms.


Future  minimum  rental  commitments  as of January 30, 1999 for  noncancellable
leases   (including   those  which  may  qualify  for  early   termination)  are
approximately as follows:
<TABLE>
<S>                 <C>                        <C>                     <C>                <C>

                 Fiscal Year                        Stores                 Other                 Total     
                 -----------                    -----------            ----------          -----------     

                    1999                        $20,669,000            $1,419,000          $22,088,000
                    2000                         16,865,000               538,000           17,403,000
                    2001                         13,076,000               199,000           13,275,000
                    2002                         10,358,000                98,000           10,456,000
                    2003                          5,675,000                43,000            5,718,000
                    Thereafter                    7,073,000                   --             7,073,000 
                                                -----------            ----------         ------------
                    Total                       $73,716,000            $2,297,000          $76,013,000 
                                                ===========            ==========         ============
</TABLE>

Total rental expense for operating leases was as follows:
<TABLE>
<S>  <C>                                      <C>                <C>                      <C>
                                                                  Fiscal Year Ended       
                                               January 30,           January 31,             February 1,
                                                   1999                  1998                   1997      
                                               -------------        ---------------       ----------------

      Minimum rentals                          $23,060,000           $23,244,000              $22,061,000
      Contingent rentals                         5,262,000             4,932,000                5,103,000
                                              ------------          ------------            -------------
                                               $28,322,000           $28,176,000              $27,164,000
                                               ===========           ===========              ===========
</TABLE>

The Company's  capital leases for certain office equipment and computer software
were calculated using interest rates appropriate at the inception of each lease.
Gross amounts of such capital lease assets were $880,000 and $774,000 at January
30, 1999 and January 31, 1998, respectively. Accumulated amortization amounts of
such  capital  lease  assets were  $285,000 and $102,000 at January 30, 1999 and
January 31, 1998,  respectively.  Future minimum lease payments for  capitalized
lease obligations as of January 30, 1999 were as follows:

           Fiscal Year:
           1999                                                        $281,000
           2000                                                         226,000
           2001                                                          75,000
           2002                                                          27,000
                                                                          ------
           Total minimum obligations                                    609,000
           Less interest                                                (59,000)
                                                                       --------
           Present value of net minimum obligations                     550,000
           Less current portion                                        (248,000)
                                                                       ---------
           Long-term obligation at January 30, 1999                    $302,000
                                                                       ========

     NOTE F - Employee Benefits

Stock Option Plans:  The Company  currently has stock option plans (the 1991 and
1988 Plans) which  provide for grants to certain  officers and key  employees of
options to purchase shares of Common Stock of the Company. Options granted under
the plans  expire  ten years  from the date of grant  and have been  granted  at
prices  not less  than  the fair  market  value  at the date of  grant.  Options
canceled under the 1991 Plan are available for reissuance.  At January 30, 1999,
a total of 99,000  shares of Common Stock were  reserved for issuance  under the
1991 Plan.

Effective  April 1995,  the Company  adopted the 1995 Director Stock Option Plan
which  provides  for  annual  grants  to  non-employee  members  of the Board of
Directors.  Such  grants are  immediately  exercisable  on the date of grant and
expire ten years from the date of grant.  At January 30, 1999,  15,000 shares of
Common Stock were  reserved for issuance  under the 1995  Director  Stock Option
Plan.

Effective April 1997, the Company's Board of Directors  approved a special stock
option grant for 300,000  shares at the exercise  price of $4.13 per share (fair
market value at the time of grant) to its Chief Executive  Officer.  Twenty-five
percent of such grant was immediately  exercisable on the date of the grant with
the remaining  shares  vesting  ratably over four years.  The options expire ten
years from the date of the grant.

Effective April 1998, the Company's Board of Directors  approved a special stock
option grant for 80,000  shares at the  exercise  price of $1.77 per share (fair
market  value at the time of  grant)  to its  present  Chairman  of the Board of
Directors.  One third of such grant was  immediately  exercisable on the date of
the grant with the remaining  shares vesting ratably over two years. The options
expire ten years from the date of the grant.

A summary of the  activity in the  Company's stock  options is  presented below:
<TABLE>
<S>                                        <C>         <C>            <C>            <C>         <C>          <C>

                                                 Fiscal 1998                Fiscal 1997              Fiscal 1996        
                                            ---------------------------------------------------------------------------
                                                         Weighted                   Weighted                 Weighted
                                            Number        Average       Number       Average      Number      Average
                                              Of         Exercise         of        Exercise        Of       Exercise
                                            Shares        Price         Shares      Price        Shares       Price
                                            --------      -------     --------      -------    --------       -------
Outstanding at beginning of  period          909,796        $5.47      555,845        $6.79     588,245        $7.84
Options granted                              408,025        $2.88      510,250        $3.93     234,250        $3.80
Options exercised                             (4,000)       $2.75           --           --    (100,500)       $3.92
Options cancelled                           (198,648)       $6.47     (156,119)       $5.13    (166,150)       $8.04
                                            ---------                 ---------                ---------

Outstanding at end of period               1,115,173        $4.35      909,796        $5.47     555,845       $6.79
                                           =========                   =======                  =======

Exercisable at end of  period                458,465                   370,706                  237,015
                                             =======                   =======                  =======

Weighted average fair value of
options granted during the period
(see below)                                                 $1.20                     $1.94                  $1.86
</TABLE>


The  following  table  summarizes   information   about  stock  options
outstanding at January 30, 1999:
<TABLE>
<S>     <C>                        <C>            <C>          <C>              <C>           <C>          <C>

                                                          Options Outstanding                    Options Exercisable
                                                 ---------------------------------------      --------------------------
                                                               Weighted
                                                 Number         Average         Weighted                      Weighted
                Range of                             of       Remaining          Average      Number          Average
                Exercise                          Shares      Contractual        Exercise       of            Exercise
                 Prices                       Outstanding     Life (Years)        Price       Shares            Price    
           --------------------               ------------    ------------  ------------      -------         ----------
           $   1.56 to  $  2.75                    208,500         9.0           $  2.20       41,867          $    2.09
           $   2.78 to  $  3.56                    222,700         9.3           $  3.33       44,500          $    2.90
           $   3.69 to  $  4.00                     84,025         8.8           $  3.80       44,750          $    3.73
           $               4.13                    410,550         8.1           $  4.13      164,750          $    4.13
           $   4.50 to  $ 14.92                    171,398         5.0           $  7.73      148,198          $    7.95
           $              17.25                     18,000         5.1           $ 17.25       14,400          $   17.25
                                               -----------                                    -------
                                                 1,115,173         8.0           $  4.35      458,465          $    5.43
                                                 =========                                    =======
</TABLE>

The Company  applies the  principles  of  Accounting  Principles  Board  ("APB")
Opinion 25 in  accounting  for employee  stock  option  plans.  Accordingly,  no
compensation cost has been recognized in the Company's financial statements. Had
compensation  cost been  determined  on the basis of SFAS 123,  "Accounting  for
Stock-Based  Compensation,"  compensation expense would have been recorded based
on the  estimated  fair value of stock options  granted  during the fiscal years
presented.  The total fair  value of stock  options  granted  was  estimated  at
$490,000,  $990,000 and  $435,000  for the fiscal years ended  January 30, 1999,
January  31,  1998  and   February  1,  1997,   respectively,   based  upon  the
Black-Scholes  option pricing model. The following  assumptions were used in the
Black-Scholes option pricing model for stock options granted: risk-free interest
rates of  approximately  5.4%,  6.0% and 6.0% for  fiscal  1998,  1997 and 1996,
respectively;  an expected life of approximately one year from the vest date for
fiscal 1998, 1997 and 1996; and 60%, 65% and 65% expected  volatility for fiscal
1998,  1997 and 1996,  respectively.  The  expected  life of the  stock  options
granted and the stock price  volatility  during the expected life of the options
were estimated based upon historical  experience and management's  expectations.
Had compensation cost for the Company's stock option plans been determined based
on the  estimated  fair value at the grant  dates for awards  under  those plans
consistent  with the method of SFAS 123, the Company's net income (loss) and net
income  (loss) per common  share would have been  impacted as  indicated  in the
proforma amounts below:



<PAGE>


<TABLE>
<S>                                                  <C>               <C>           <C>                  <C>
                                                                                      Fiscal Year Ended                    
                                                                         ---------------------------------------------            
                                                                         January 30,       January 31,     February 1,
                                                                             1999            1998             1997
                                                                         ---------      -------------     ------------
   Net income (loss)                                  Actual             $4,383,000     $(11,320,000)     $(1,267,000)
                                                                        ===========     =============     ============
                                                      Proforma           $3,973,000     $(11,805,000)     $(1,373,000)
                                                                         ==========     =============     ============
   Net income (loss) per common share - diluted       Actual             $     0.42     $     (1.08)      $     (0.12)
                                                                         ==========     ===========       =========== 
                                                      Proforma           $     0.38     $      (1.13)     $     (0.13)
                                                                         ==========     ============      =========== 
</TABLE>

Retirement Plan: The Company has a 401(k) and profit-sharing plan, the One Price
Clothing Stores, Inc. Retirement Plan (the "Plan").  All employees in the United
States who are 21 years of age or older  with at least one year of  service  are
eligible to  participate in the Plan. The Company is obligated to contribute 50%
of each  participant's  contribution with a maximum  contribution of 2.5% of the
participant's  base  compensation.  In addition,  the Company may make an annual
discretionary contribution on behalf of the participants;  no such discretionary
contributions   have  been   made  by  the   Company.   Employer   contributions
(approximately  $307,000,  $306,000 and $296,000 in fiscal 1998,  1997 and 1996,
respectively) vest ratably over five years.

Stock  Purchase  Plan:  The  Company  has a  Stock  Purchase  Plan  that  allows
participating employees to purchase,  through payroll deductions,  shares of the
Company's Common Stock at prevailing market prices. All full-time associates who
are 18 years of age or older with at least six months of service are eligible to
participate  in the Stock  Purchase  Plan. The Stock Purchase Plan provides that
participants may authorize the Company to withhold from net earnings and deposit
such amounts with an independent custodian. The custodian purchases Common Stock
of the Company at prevailing  market prices and distributes the shares purchased
to the participants upon request.  The Company pays expenses associated with the
purchases of the Common Stock and administration of the Stock Purchase Plan.

Shareholders'  Rights Plan: The Company adopted a  Shareholders'  Rights Plan in
November  1994.  Each  shareholder  is  entitled  to one Right for each share of
Common Stock held on such date.  Each Right  entitles the  registered  holder to
purchase  from the Company one half share of Common Stock at a specified  price.
The Rights become exercisable only upon the occurrence of certain conditions set
forth in the  Shareholders'  Rights Plan  relating to, among other  things,  the
acquisition of 20% or more of the outstanding shares of Common Stock.

NOTE G - Related Party Transactions

The Company has a deferred  compensation  agreement with its President and Chief
Executive Officer.  The agreement provides for 120 consecutive  monthly payments
of $5,000 (including interest) beginning upon the date of retirement, contingent
upon completion of at least six years of employment.  Approximately  $57,000 and
$40,000 of the total  present  value of the  obligation  was charged to selling,
general and administrative expense in fiscal 1998 and fiscal 1997, respectively.
Approximately $97,000 and $40,000 is included in other noncurrent liabilities at
January 30, 1999 and January 31, 1998,  respectively.  The remaining  portion of
the total present value of the obligation, approximately $309,000 at January 30,
1999,  will be fully  accrued  by May 2003,  six  years  after  commencement  of
employment.

During fiscal 1997,  the Company  entered into a loan agreement of $225,000 with
its President and Chief Executive  Officer.  The terms of the loan required that
certain  principal and interest  payments be made to the Company during the term
of the  loan,  with the full  amount of the loan plus  accrued  interest  due by
December  2000.  Approximately  $107,000 and $117,000  were included in accounts
receivable and noncurrent assets,  respectively,  at January 31, 1998 under this
agreement.  During fiscal 1998, the remaining repayment requirements of the loan
were waived by the Company's  Board of Directors  and the  remaining  balance of
$173,000 was written off.

The Company also has a deferred compensation  agreement with its former Chairman
of the Board of Directors.  The agreement  provides for 120 consecutive  monthly
payments of $13,750 (including  interest) beginning upon the earlier of the date
of  retirement or death.  When the Company  entered into the agreement in fiscal
1996, the estimated  present value of the obligation,  $970,000,  was charged to
selling,  general and  administrative  expenses.  During fiscal 1998, the former
Chairman  of  the  Board  of  Directors   retired   earlier  than   anticipated.
Accordingly,  an additional  $55,000 was added to the estimated present value of
the obligation and was charged to selling,  general and administrative expenses.
Approximately  $74,000 and $965,000 is included in current liabilities and other
noncurrent liabilities, respectively, at January 30, 1999. Approximately $28,000
and  $1,002,000  was  included  in  current  liabilities  and  other  noncurrent
liabilities, respectively, at January 31, 1998.

In addition,  the Company has a deferred  compensation  agreement  with a former
executive officer who is currently a member of the Company's Board of Directors.
The  agreement  provides  for monthly  payments of $6,250  (including  interest)
through  July 2002.  Approximately  $57,000 and  $167,000 is included in current
liabilities and other noncurrent liabilities, respectively, at January 30, 1999.
Approximately $52,000 and $224,000 was included in current liabilities and other
noncurrent liabilities, respectively, at January 31, 1998.

The Company paid approximately $42,000, $76,000 and $64,000 in fiscal 1998, 1997
and 1996,  respectively,  for legal services provided by the law firm of which a
Company Director is a member.

NOTE H - Earnings per Share

In accordance with the principles of SFAS 128, "Earnings Per Share," the Company
presents  "basic"  and  "diluted"  earnings  per share on the face of the income
statement. Basic earnings per share are computed based upon the weighted average
number of common  shares  outstanding.  Diluted  earnings per share are computed
based upon the weighted  average number of common and common  equivalent  shares
outstanding. Common equivalent shares outstanding consist solely of shares under
option. A reconciliation  of basic and diluted weighted average number of common
shares outstanding is presented below:

<TABLE>
<S>                                                                   <C>                <C>                 <C>             
                                                                                      Fiscal Year Ended
                                                                      ---------------------------------------------------
                                                                       January 30,        January 31,       February 1,
                                                                           1999               1998             1997
                                                                      ---------------    ---------------   --------------
  Weighted average number of common shares                                                                  
   outstanding - basic                                                    10,437,102         10,435,531       10,400,789

  Net effect of dilutive  stock options based on 
    the treasury stock method using
    the average market price (anti-dilutive
    in fiscal 1997 and 1996)                                                                   
                                                                              56,714               --                 --
                                                                      ---------------    ---------------   --------------

  Weighted average number of common shares                                                                  
    outstanding - diluted                                                 10,493,816         10,435,531       10,400,789
                                                                      ===============    ===============   ==============
</TABLE>

  NOTE I - Quarterly Results (Unaudited)

  The following is a summary of quarterly (13 weeks)  operations  for the fiscal
  years ended  January 30,  1999 and January 31, 1998 (in  thousands  except per
  share data).
<TABLE>
<S>                                                             <C>             <C>                    <C>               <C>    
                                                                                    Fiscal 1998 Quarters Ended               
                                                                -------------------------------------------------------------      
                                                                 May 2,          August 1,       October 31,      January 30,
                                                                  1998             1998             1998             1999       
                                                                 -------         --------        ----------       -----------   
          Net sales                                              $82,513         $95,786           $69,732           $80,028
          Gross margin                                            30,621          34,510            24,236            26,799
          Net income (loss)                                        2,045           3,517            (1,716)              537
          Net income (loss) per common share - diluted              0.20            0.33             (0.16)             0.05


                                                                                    Fiscal 1997 Quarters Ended               
                                                                --------------------------------------------------------------
                                                                 May 3,       August 2,        November 1,         January 31,
                                                                 1997            1997             1997                1998      
                                                                 -------      ---------        ----------          -----------
          Net sales                                              $78,899        $86,134         $63,845               $73,407
          Gross margin                                            29,529         31,107          19,565                20,183
          Net income (loss)                                        1,444          2,391          (5,161)               (9,994)
          Net income (loss) per common share - diluted              0.14           0.23           (0.49)                (0.96)
</TABLE>

  Net income in the fourth quarter of fiscal 1998 was increased by $968,000,  or
  $0.09 per common share, as a result of adjustments to the estimated  effective
  income tax rate used in previous  quarters within fiscal 1998. The net loss in
  the fourth  quarter of fiscal 1997 was increased by  $2,802,000,  or $0.27 per
  common share, as a result of adjustments to the estimated effective income tax
  rate used in previous quarters within fiscal 1997.

   NOTE J - Effect of Restructuring

   In response to lower than expected operating results, the Company announced a
   restructuring  plan  during  the  fourth  quarter  of fiscal  1997.  The plan
   included   initiatives   which  were   designed  to  return  the  Company  to
   profitability by lowering operating costs,  redeploying assets and curtailing
   the number of new store  openings  until the Company's  existing  stores were
   operating  profitably.  Under the plan,  the Company  estimated that it would
   close  approximately  75  low-volume,  underperforming  stores and  eliminate
   approximately  300  positions.  The  Company  recorded a  one-time  charge of
   $2,265,000 during the fourth quarter of fiscal 1997 to cover costs associated
   with the plan. The total charge  included costs to close stores,  such as the
   noncash  write-off of fixed assets and store supplies of  $1,378,000,  lease
   buyouts of approximately $398,000, and employee severance costs, outplacement
   costs and other miscellaneous expenses of approximately $489,000.

   A  substantial  number  of  the  stores  identified  for  closing  under  the
   restructuring  plan were closed by January 30, 1999.  Certain of these stores
   are  no  longer  under   consideration  for  closing  due  to  a  significant
   improvement in performance  since the  announcement of the plan. As a result,
   during the fourth  quarter of fiscal 1998,  the Company  recorded a favorable
   adjustment  to pre-tax  income of  $385,000 to reverse  the  estimated  cost,
   recorded in fiscal 1997, of closing these stores.

  ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                 FINANCIAL DISCLOSURE
                 None
  PART III

  ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  
  Effective February 5, 1999, Cynthia R. Cohen resigned her position as a member
  of the Board of  Directors  of the  Company for  personal  reasons and without
  disagreement with the Company regarding the Company's operations,  policies or
  procedures.

  The remaining  information  required under this item is incorporated herein by
  reference to the sections  entitled  "Election of  Directors"  and  "Executive
  Officers of the Company" and "Section  16(a)  Beneficial  Ownership  Reporting
  Compliance"  of  the  Company's   definitive   Proxy   Statement  (the  "Proxy
  Statement")  filed with the Securities  and Exchange  Commission in connection
  with the Annual Meeting of Shareholders scheduled to be held June 9, 1999.

  ITEM 11.       EXECUTIVE COMPENSATION

  The information  required under this item is incorporated  herein by reference
  to the  sections  entitled  "Compensation  Committee  Interlocks  and  Insider
  Participation,"  "Compensation of Executive Officers,"  "Employment  Contracts
  and Deferred  Compensation  Arrangements,"  "Compensation  Committee Report on
  Executive  Compensation,"  "Performance  Graph" and  "Election  of Directors -
  Directors' Fees" of the Proxy Statement.

  ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The information  required under this item is incorporated  herein by reference
  to the sections entitled "Security  Ownership of Certain  Beneficial  Owners,"
  "Election of Directors"  and "Security  Ownership of  Management" of the Proxy
  Statement.

  ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  The information  required in this item is incorporated  herein by reference to
  the  sections  entitled   "Compensation   Committee   Interlocks  and  Insider
  Participation"   and   "Employment   Contracts   and   Deferred   Compensation
  Arrangements" of the Proxy Statement.


  PART IV

  ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

  (a) 1.   Financial Statements
           The following financial statements of One Price Clothing Stores, Inc.
           are included in Part II, Item 8:
          
                    Independent Auditors' Report

                    Consolidated Balance Sheets as of January 30, 1999 and 
                    January 31, 1998

                    Consolidated  Statements of Operations  for the fiscal years
                    ended  January 30,  1999,  January 31, 1998 and  February 1,
                    1997

                    Consolidated  Statements  of  Shareholders'  Equity  for the
                    fiscal years ended  January 30,  1999,  January 31, 1998 and
                    February 1, 1997

                    Consolidated  Statements  of Cash Flows for the fiscal years
                    ended  January 30,  1999,  January 31, 1998 and  February 1,
                    1997

                    Notes to Consolidated Financial Statements

  (a) 2.   Financial Statement Schedule

           The following financial statement schedule of One Price Clothing 
           Stores, Inc. is included in Item 14(d):

                    Schedule II -- Valuation and Qualifying Accounts.

                    Schedules  not listed above have been  omitted  because they
                    are not  applicable  or the  information  is included in the
                    financial statements or notes thereto.

  (a) 3. Exhibits including those incorporated by reference:

  Exhibit
  Number          Description
----------        ------------
 3(a)             Certificate of  Incorporation  of the  Registrant,  as amended
                  through  April 1987:  Incorporated  by reference to exhibit of
                  the same number to Registrant's Registration Statement on Form
                  S-1, filed April 10, 1987 (File No. 33-13321) ("the S-1").

 3(a)(1)          Certificate of Amendment of Certificate  of  Incorporation  of
                  the  Registrant:  Incorporated  by reference to exhibit of the
                  same number to the Registrant's Annual Report on Form 10-K for
                  the year ended January 1, 1994 (File No. 0-15385).

 3(b)             Restated  By-Laws of the  Registrant,  as of July 22, 1992 and
                  amended  as of July 20,  1994,  March  14,  1996 and April 29,
                  1998:  Incorporated  by  reference  to  Exhibit  10(h)  to the
                  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
                  ended May 2,  1998  (File No.  0-15385)("the  April  1998 Form
                  10-Q").

 4(a)             See Exhibits 3(a), 3(a)(1), and 3(b).

 4(b)             Specimen of  Certificate  of the  Registrant's  Common  Stock:
                  Incorporated  by  reference  to Exhibit 1 to the  Registrant's
                  Registration  Statement on Form 8-A filed with the  Securities
                  and Exchange Commission on June 23, 1987 (File No.0-15385).

 4(c)             Shareholder Rights Agreement by and between the Registrant and
                  Wachovia Bank of North  Carolina,  N. A. as Rights Agent dated
                  November 3, 1994:  Incorporated  by  reference to Exhibit 2 to
                  the  Registrant's  Form 8-K filed  November 10, 1994 (File No.
                  0-15385).

 4(d)             Loan and Security  Agreement by and between Congress Financial
                  Corporation  (Southern) as Lender and the  Registrant  and One
                  Price Clothing of Puerto Rico,  Inc. as Borrowers  dated March
                  25, 1996:  Incorporated by reference to exhibit of same number
                  to the  Registrant's  Annual  Report on Form 10-K for the year
                  ended December 30, 1995 (File No.0-15385).

4(d)(1)           Amendment  Number One to the Loan and Security  Agreement
                  by and between Congress Financial Corporation  (Southern) as
                  Lender  and the  Registrant,  One Price  Clothing  of Puerto
                  Rico,  Inc. and One Price  Clothing - U.S.  Virgin  Islands,
                  Inc.  as  Borrowers  dated  May 16,  1997:  Incorporated  by
                  reference  to Exhibit  10(a) to the  Registrant's  Quarterly
                  Report on Form 10-Q for the quarter  ended May 3, 1997 (File
                  No. 0-15385) ("the April 1997 Form 10-Q").

 4(d)(2)          Amendment Number Two to the Loan and Security Agreement by and
                  between Congress  Financial  Corporation  (Southern) as Lender
                  and the  Registrant,  One Price Clothing of Puerto Rico,  Inc.
                  and  One  Price  Clothing  -  U.S.  Virgin  Islands,  Inc.  as
                  Borrowers  dated June 17, 1997:  Incorporated  by reference to
                  Exhibit  10(c) to the  Registrant's  Quarterly  report on Form
                  10-Q for the quarter  ended August 2, 1997 (File No.  0-15385)
                  ("the July 1997 Form 10-Q").

 4(d)(3)          Amendment  Number Three to the Loan and Security  Agreement by
                  and  between  Congress  Financial  Corporation  (Southern)  as
                  Lender and the Registrant,  One Price Clothing of Puerto Rico,
                  Inc. and One Price  Clothing - U.S.  Virgin  Islands,  Inc. as
                  Borrowers  dated February 19, 1998:  Incorporated by reference
                  to  exhibit  of the same  number  to the  Registrant's  Annual
                  Report on Form 10-K for the year ended  January 31, 1998 (File
                  No. 0-15385)("the 1997 Form 10-K").

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.

 4(e)             Mortgage  and Security  Agreement  by and between  First Union
                  National  Bank,  as Mortgagee  and One Price  Realty,  Inc. as
                  Mortgagor  dated June 17, 1997:  Incorporated  by reference to
                  Exhibit 10(d) to the July 1997 Form 10-Q.

 4(f)             Promissory  Note by and between First Union  National Bank and
                  One Price Realty,  Inc. dated June 17, 1997:  Incorporated  by
                  reference to Exhibit 10(e) to the July 1997 Form 10-Q.

4(g)              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 May 16, 1997:
                  Incorporated  by reference to Exhibit  10(b) to the April 1997
                  Form 10-Q.

 4(g)(1)          Amendment  Number  One 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
                  March 20,  1998:  Incorporated  by reference to exhibit of the
                  same number to the 1997 Form 10-K.

 4(g)(2)          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:  Incorporated  by reference to exhibit of the
                  same number to the 1997 Form 10-K.

4(g)(3)           Amendment Number Three to the Continuing Commercial Credit 
                  Agreement by and between Carolina First Bank as Lender and the
                  Registrant, One Price Clothing Stores, Inc., One Price 
                  Clothing of Puerto Rico, Inc.and One Price Clothing - U.S. 
                  Virgin Islands, Inc. as Borrowers dated November 5, 1998: 
                  Incorporated by reference to Exhibit 10(c) to the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended October 
                  31, 1998 (File No.0-15385).

4(g)(4)+         Amendment Number Four to the Continuing Commercial Credit 
                 Agreement by and between Carolina First Bank as Lender and
                 the Registrant, One Price Clothing Stores, Inc., One Price 
                 Clothing of Puerto Rico, Inc. and One Price Clothing -
                 U.S. Virgin Islands, Inc. as Borrowers dated March 31, 1999.

4(h)             The Company  hereby  agrees to furnish to the  Commission  upon
                 request of the Commission a copy of any instrument with respect
                 to long-term  debt not being  registered in a principal  amount
                 less  than  10% of the  total  assets  of the  Company  and its
                 subsidiaries on a consolidated basis.

 Material Contracts -- Executive Compensation Plans and Arrangements:

10(a)*           Stock  Option Plan of the  Registrant  dated  February 20, 1987
                 and related forms of Incentive and  Non-qualified  Stock Option
                 Agreements:  Incorporated  by reference to Exhibit  10(d) to
                 the S-1.  

10(b)*           Stock Option Plan of the  Registrant  dated
                 December  12,  1988  and  related  forms  of  Incentive  and
                 Non-qualified  Stock  Option  Agreements:   Incorporated  by
                 reference to Exhibit 10(a) to the Registrant's Annual Report
                 on Form 10-K for the year ended  December 31, 1988 (File No.
                 0-15385) ("the 1988 Form 10-K").

10(c)*           One Price Clothing Stores, Inc. 1991 Stock Option Plan: 
                 Incorporated by reference to Exhibit 10(b) to the
                 Registrant's Annual Report on Form 10-K for the year ended 
                 December 28, 1991 (File No. 0-15385).

10(d)*+          Summary of Incentive Compensation Plan.

10(e)*           Form of Employment Agreement between Registrant and Henry D. 
                 Jacobs, Jr.: Incorporated by reference to Exhibit 10(j)
                 to the 1988 Form 10-K.

10(f)*           Agreement  dated  June 24,  1992  between  the  Registrant  and
                 Raymond S. Waters:  Incorporated  by reference to Exhibit 10(l)
                 to the  Registrant's  Annual  Report  on Form 10-K for the year
                 ended January 2, 1993 (File No. 0-15385).

10(g)*           Directors' Stock Option Plan effective April 19, 1995: 
                 Incorporated by reference to Exhibit 10(m) in to Registrant's
                 Annual Report on Form 10-K for the year ended December 31, 1994
                 (File No. 0-15385).

10(h)*           Amendment Number One to One Price Clothing Stores, Inc. 
                 Director Stock Option Plan dated March 14, 1996: Incorporated
                 by Reference to Exhibit 10(a) to the Registrant's Quarterly 
                 Report on Form 10-Q for the quarter ended May 4, 1996
                 (File No. 0-15385).

10(i)*           Agreement dated March 25, 1997 between the Registrant and Henry
                 D. Jacobs, Jr.: Incorporated by reference to Exhibit
                 10(n) to the Registrant's Annual Report on Form 10-K for the 
                 year ended February 1, 1997 (File No. 0-15385)("the 1996
                 Form 10-K").

10(j)*           Addendum to Employment Agreement dated March 6, 1997 between 
                 the Registrant and Henry D. Jacobs, Jr.: Incorporated by
                 reference to Exhibit 10(p) to the 1996 Form 10-K.


10(k)*           Stock Option Agreement dated March 26, 1997 between Registrant 
                 and Larry I. Kelley:  Incorporated by reference to
                 Exhibit 10(c) to the April 1997 Form 10-Q.

10(l)*+          Letter of Understanding regarding Non-Executive Chairman of the
                 Board position and Consulting Agreement dated April 16, 1998 
                 and Amendment to Letter of Understanding and Consulting 
                 Agreement dated December 22, 1998 between the Registrant and 
                 Leonard Snyder. 

10(m)*           Stock Option Agreement dated April 16, 1998 between the 
                 Registrant and Leonard Snyder:  Incorporated by reference to
                 the April 1998 Form 10-Q.

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

10(o)*+          Employment  Agreement  dated  March 30, 1992 and  Amendment  to
                 Employment   Agreement  dated  February  4,  1997  and  amended
                 December 28, 1998 between the Registrant and Ronald Swedin.

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

10(q)*+          Employment Agreement dated November 10, 1997 and Amendments to
                 Employment Agreement dated April 16, 1998 and January
                 14, 1999 between the Registrant and A. J. Nepa.

10(r)*+          Employment Agreement dated April 12, 1999 between the 
                 Registrant and H. Dane Reynolds.



Material Contracts -- Other:     

 10(s)*        Lease Agreement by and between One Price Clothing Stores, Inc.
               as Tenant and One Price Realty, Inc. as Landlord
               dated June 17, 1997: Incorporated by reference to Exhibit 10
               (f) to the July 1997 Form 10-Q.

11               Statement regarding computation of per share earnings

21               Subsidiaries of the Registrant

23               Consent of Deloitte & Touche LLP

27               Financial Data Schedule (electronic filing only)
 ---------------------------------------

* Denotes a management contract or compensatory plan or agreement.
+ Filed herewith.

(b)          Reports on Form 8-K.

             On January 12, 1999,  the Company  filed a report on Form 8-K dated
             January 11, 1999 to report strong initial reaction to test sales of
             menswear and its comp sales for fiscal November and December 1998.

             No other  reports on Form 8-K were  required to be filed during the
             last quarter of the period covered by this report.

             On April 13,  1999,  the  Company  filed a report on Form 8-K dated
             April 12, 1999 to announce the  appointment  of H. Dane Reynolds as
             Senior Vice President and Chief Financial Officer.

(c)          Exhibits.

             The  response to this portion of Item 14 is submitted as a separate
             section of this report.

(d)          Financial Statement Schedules.

             The  response to this portion of Item 14 is submitted as a separate
             section of this report.

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
<TABLE>
<S>                                           <C>>

                                               ONE PRICE CLOTHING STORES, INC.

Date:  April 28, 1999                          /s/ Larry I. Kelley                                                  
                                              ----------------------------------
                                               Larry I. Kelley
                                               President  and  Chief   Executive
                                               Officer   (principal    executive
                                               officer,    principal   financial
                                               officer and principal  accounting
                                               officer)

 Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  this
 report  has been  signed  below  by the  following  persons  on  behalf  of the
 Registrant and in the capacities and on the dates indicated.

Date:  April 28, 1999                          /s/ Leonard Snyder                                                              
                                               ---------------------------------
                                               Leonard Snyder
                                               Chairman of the Board of Directors

Date:  April 28, 1999                          /s/ Larry I. Kelley                                                                
                                               ---------------------------------
                                               Larry I. Kelley
                                               President and Chief Executive Officer
                                               (principal executive officer)

Date: April 28, 1999                           /s/ Warren Flick                                           
                                               ---------------------------------
                                               Warren Flick
                                               Director

Date:  April 28, 1999                          /s/ Laurie M. Shahon                                            
                                               ---------------------------------
                                               Laurie M. Shahon
                                               Director

Date:  April 28, 1999                          /s/ Malcolm L. Sherman                                                       
                                               ---------------------------------
                                               Malcolm L. Sherman
                                               Director

Date:  April 28, 1999                          /s/ James M. Shoemaker, Jr.                                   
                                               ---------------------------------
                                               James M. Shoemaker, Jr.
                                               Director

Date:  April 28, 1999                          /s/ Allan Tofias                                                    
                                               ---------------------------------
                                               Allan Tofias
                                               Director


 Date:  April 28, 1999                         /s/ Raymond S. Waters                                                         
                                               ---------------------------------
                                               Raymond S. Waters
                                               Director

</TABLE>
                         ONE PRICE CLOTHING STORES, INC.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<S>                        <C>                    <C>                          <C>           <C>                 <C>
          
          COL. A                    COL. B                           COL. C                          COL. D           COL. E
     ---------------       ---------------        --------------------------------------    --------------     -----------------
     DESCRIPTION                                                ADDITIONS
                           Balance at             Charged to                   Charged       Deduction -           Balance
                           Beginning of           Cost &                       to Other-    Describe (1)          at End of
                           Period                 Expenses                     Describe                            Period
     ---------------       ---------------        --------------------------------------    --------------     -----------------



  FISCAL YEAR ENDED
  JANUARY 30, 1999

  Allowance for
  doubtful accounts              $   196,000          $  130,000                                $246,000           $     80,000
                                 ===========          ==========                                ========           ============


  FISCAL YEAR ENDED
  JANUARY 31, 1998

  Allowance for
  doubtful accounts              $   144,000         $   432,000                                $380,000            $   196,000
                                 ===========         ===========                                ========            ===========


  FISCAL YEAR ENDED
  FEBRUARY 1, 1997

  Allowance for
  doubtful accounts              $   233,000         $   685,000                                $774,000            $   144,000
                                 ===========         ===========                                ========            ===========
</TABLE>


(1) Deductions  pertain to write-offs charged against the allowance for returned
customer checks.


<PAGE>




                         ONE PRICE CLOTHING STORES, INC.
                                  EXHIBIT INDEX



Exhibit
Number     Description
------     -----------

 3(a)             Certificate of  Incorporation  of the  Registrant,  as amended
                  through  April 1987:  Incorporated  by reference to exhibit of
                  the same number to Registrant's Registration Statement on Form
                  S-1, filed April 10, 1987 (File No. 33-13321) ("the S-1").

 3(a)(1)          Certificate of Amendment of Certificate  of  Incorporation  of
                  the  Registrant:  Incorporated  by reference to exhibit of the
                  same number to the Registrant's Annual Report on Form 10-K for
                  the year ended January 1, 1994 (File No. 0-15385).

 3(b)             Restated  By-Laws of the  Registrant,  as of July 22, 1992 and
                  amended  as of July 20,  1994,  March  14,  1996 and April 29,
                  1998:  Incorporated  by  reference  to  Exhibit  10(h)  to the
                  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
                  ended May 2,  1998  (File No.  0-15385)("the  April  1998 Form
                  10-Q").

 4(a)             See Exhibits 3(a), 3(a)(1), and 3(b).

 4(b)             Specimen of  Certificate  of the  Registrant's  Common  Stock:
                  Incorporated  by  reference  to Exhibit 1 to the  Registrant's
                  Registration  Statement on Form 8-A filed with the  Securities
                  and Exchange Commission on June 23, 1987 (File No. 0-15385).

 4(c)             Shareholder Rights Agreement by and between the Registrant and
                  Wachovia Bank of North  Carolina,  N. A. as Rights Agent dated
                  November 3, 1994:  Incorporated  by  reference to Exhibit 2 to
                  the  Registrant's  Form 8-K filed  November 10, 1994 (File No.
                  0-15385).

 4(d)             Loan and Security  Agreement by and between Congress Financial
                  Corporation  (Southern) as Lender and the  Registrant  and One
                  Price Clothing of Puerto Rico,  Inc. as Borrowers  dated March
                  25, 1996:  Incorporated by reference to exhibit of same number
                  to the  Registrant's  Annual  Report on Form 10-K for the year
                  ended December 30, 1995 (File No.0-15385).

4(d)(1)           Amendment  Number One to the Loan and Security  Agreement
                  by and between Congress Financial Corporation  (Southern) as
                  Lender  and the  Registrant,  One Price  Clothing  of Puerto
                  Rico,  Inc. and One Price  Clothing - U.S.  Virgin  Islands,
                  Inc.  as  Borrowers  dated  May 16,  1997:  Incorporated  by
                  reference  to Exhibit  10(a) to the  Registrant's  Quarterly
                  Report on Form 10-Q for the quarter  ended May 3, 1997 (File
                  No. 0-15385) ("the April 1997 Form 10-Q").

 4(d)(2)          Amendment Number Two to the Loan and Security Agreement by and
                  between Congress  Financial  Corporation  (Southern) as Lender
                  and the  Registrant,  One Price Clothing of Puerto Rico,  Inc.
                  and  One  Price  Clothing  -  U.S.  Virgin  Islands,  Inc.  as
                  Borrowers  dated June 17, 1997:  Incorporated  by reference to
                  Exhibit  10(c) to the  Registrant's  Quarterly  report on Form
                  10-Q for the quarter  ended August 2, 1997 (File No.  0-15385)
                  ("the July 1997 Form 10-Q").

 4(d)(3)          Amendment  Number Three to the Loan and Security  Agreement by
                  and  between  Congress  Financial  Corporation  (Southern)  as
                  Lender and the Registrant,  One Price Clothing of Puerto Rico,
                  Inc. and One Price  Clothing - U.S.  Virgin  Islands,  Inc. as
                  Borrowers  dated February 19, 1998:  Incorporated by reference
                  to  exhibit  of the same  number  to the  Registrant's  Annual
                  Report on Form 10-K for the year ended  January 31, 1998 (File
                  No. 0-15385)("the 1997 Form 10-K").

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.

 4(e)             Mortgage  and Security  Agreement  by and between  First Union
                  National  Bank,  as Mortgagee  and One Price  Realty,  Inc. as
                  Mortgagor  dated June 17, 1997:  Incorporated  by reference to
                  Exhibit 10(d) to the July 1997 Form 10-Q.

 4(f)             Promissory  Note by and between First Union  National Bank and
                  One Price Realty,  Inc. dated June 17, 1997:  Incorporated  by
                  reference to Exhibit 10(e) to the July 1997 Form 10-Q.

4(g)              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 May 16, 1997:
                  Incorporated  by reference to Exhibit  10(b) to the April 1997
                  Form 10-Q.

 4(g)(1)          Amendment  Number  One 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
                  March 20,  1998:  Incorporated  by reference to exhibit of the
                  same number to the 1997 Form 10-K.

 4(g)(2)          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:  Incorporated  by reference to exhibit of the
                  same number to the 1997 Form 10-K.

4(g)(3)           Amendment Number Three to the Continuing Commercial Credit 
                  Agreement by and between Carolina First Bank as Lender and the
                  Registrant, One Price Clothing Stores, Inc., One Price 
                  Clothing of Puerto Rico, Inc.and One Price Clothing - U.S. 
                  Virgin Islands, Inc. as Borrowers dated November 5, 1998: 
                  Incorporated by reference to Exhibit 10(c) to the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended October 
                  31, 1998 (File No.0-15385).

4(g)(4)+         Amendment Number Four to the Continuing Commercial Credit 
                 Agreement by and between Carolina First Bank as Lender and
                 the Registrant, One Price Clothing Stores, Inc., One Price 
                 Clothing of Puerto Rico, Inc. and One Price Clothing -
                 U.S. Virgin Islands, Inc. as Borrowers dated March 31, 1999.

4(h)             The Company  hereby  agrees to furnish to the  Commission  upon
                 request of the Commission a copy of any instrument with respect
                 to long-term  debt not being  registered in a principal  amount
                 less  than  10% of the  total  assets  of the  Company  and its
                 subsidiaries on a consolidated basis.

 Material Contracts -- Executive Compensation Plans and Arrangements:

10(a)*           Stock  Option Plan of the  Registrant  dated  February 20, 1987
                 and related forms of Incentive and  Non-qualified  Stock Option
                 Agreements:  Incorporated  by reference to Exhibit  10(d) to
                 the S-1.  

10(b)*           Stock Option Plan of the  Registrant  dated
                 December  12,  1988  and  related  forms  of  Incentive  and
                 Non-qualified  Stock  Option  Agreements:   Incorporated  by
                 reference to Exhibit 10(a) to the Registrant's Annual Report
                 on Form 10-K for the year ended  December 31, 1988 (File No.
                 0-15385) ("the 1988 Form 10-K").

10(c)*           One Price Clothing Stores, Inc. 1991 Stock Option Plan: 
                 Incorporated by reference to Exhibit 10(b) to the
                 Registrant's Annual Report on Form 10-K for the year ended 
                 December 28, 1991 (File No. 0-15385).

10(d)*+          Summary of Incentive Compensation Plan.

10(e)*           Form of Employment Agreement between Registrant and Henry D. 
                 Jacobs, Jr.: Incorporated by reference to Exhibit 10(j)
                 to the 1988 Form 10-K.

10(f)*           Agreement  dated  June 24,  1992  between  the  Registrant  and
                 Raymond S. Waters:  Incorporated  by reference to Exhibit 10(l)
                 to the  Registrant's  Annual  Report  on Form 10-K for the year
                 ended January 2, 1993 (File No. 0-15385).

10(g)*           Directors' Stock Option Plan effective April 19, 1995: 
                 Incorporated by reference to Exhibit 10(m) in to Registrant's
                 Annual Report on Form 10-K for the year ended December 31, 1994
                 (File No. 0-15385).

10(h)*           Amendment Number One to One Price Clothing Stores, Inc. 
                 Director Stock Option Plan dated March 14, 1996: Incorporated
                 by Reference to Exhibit 10(a) to the Registrant's Quarterly 
                 Report on Form 10-Q for the quarter ended May 4, 1996
                 (File No. 0-15385).

10(i)*           Agreement dated March 25, 1997 between the Registrant and Henry
                 D. Jacobs, Jr.: Incorporated by reference to Exhibit
                 10(n) to the Registrant's Annual Report on Form 10-K for the 
                 year ended February 1, 1997 (File No. 0-15385)("the 1996
                 Form 10-K").

10(j)*           Addendum to Employment Agreement dated March 6, 1997 between 
                 the Registrant and Henry D. Jacobs, Jr.: Incorporated by
                 reference to Exhibit 10(p) to the 1996 Form 10-K.


10(k)*           Stock Option Agreement dated March 26, 1997 between Registrant 
                 and Larry I. Kelley:  Incorporated by reference to
                 Exhibit 10(c) to the April 1997 Form 10-Q.

10(l)*+          Letter of Understanding regarding Non-Executive Chairman of the
                 Board position and Consulting Agreement dated April
                 16, 1998 and Amendment to Letter of Understanding and 
                 Consulting Agreement dated December 22, 1998 between the 
                 Registrant and Leonard Snyder. 

10(m)*           Stock Option Agreement dated April 16, 1998 between the 
                 Registrant and Leonard Snyder:  Incorporated by reference to
                 the April 1998 Form 10-Q.

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

10(o)*+          Employment  Agreement  dated  March 30, 1992 and  Amendment  to
                 Employment   Agreement  dated  February  4,  1997  and  amended
                 December 28, 1998 between the Registrant and Ronald Swedin.

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

10(q)*+          Employment Agreement dated November 10, 1997 and Amendments to
                 Employment Agreement dated April 16, 1998 and January
                 14, 1999 between the Registrant and A. J. Nepa.

10(r)*+          Employment Agreement dated April 12, 1999 between the 
                 Registrant and H. Dane Reynolds.



Material Contracts -- Other:    

 10(s)*           Lease Agreement by and between One Price Clothing Stores, Inc.
                  as Tenant and One Price Realty, Inc. as Landlord
                  dated June 17, 1997: Incorporated by reference to Exhibit 10
                  (f) to the July 1997 Form 10-Q.

11               Statement regarding computation of per share earnings

21               Subsidiaries of the Registrant

23               Consent of Deloitte & Touche LLP

27               Financial Data Schedule (electronic filing only)
 ---------------------------------------
 * Denotes a management contract or compensatory plan or agreement.
 + Filed herewith.



<PAGE>



(b)          Reports on Form 8-K.

             On January 12, 1999,  the Company  filed a report on Form 8-K dated
             January 11, 1999 to report strong initial reaction to test sales of
             menswear and its comp sales for fiscal November and December 1998.

             No other  reports on Form 8-K were  required to be filed during the
             last quarter of the period covered by this report.

             On April 13,  1999,  the  Company  filed a report on Form 8-K dated
             April 12, 1999 to announce the  appointment  of H. Dane Reynolds as
             Senior Vice President and Chief Financial Officer.

(c)          Exhibits.

             The  response to this portion of Item 14 is submitted as a separate
             section of this report.

(d)          Financial Statement Schedules.

             The  response to this portion of Item 14 is submitted as a separate
             section of this report.