ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES

  EXHIBIT 4(k)   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.


                                       AMENDMENT NO. 3 TO FINANCING AGREEMENTS



                                                              February 19, 1998



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

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

Gentlemen:

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



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         Borrowers have requested that Lender (a) agree to a temporary  increase
in one of the  components  of the  lending  formula  with  respect  to  Eligible
Inventory,  as supported by the results of an updated appraisal of the Inventory
of Borrowers obtained by Lender prior to the date hereof, (b) agree to lower the
amount of Adjusted Net Worth  required to be maintained by Borrowers,  (c) agree
to increase the maximum  outstanding  amount of advances permitted to be made by
Borrowers  to vendors  as  deposits  against  purchase  orders,  (d) waive for a
limited period,  Lender's rights to establish certain  Availability  Reserves by
reason of, and Lender's rights to treat as a Direct Remittance Event, Borrowers'
failure to maintain Excess  Availability in the applicable  amounts specified in
the Loan  Agreement,  (e) agree to extend the Renewal Date to March 31, 2001 and
amend the early  termination  fee  provisions in connection  therewith,  and (f)
consent to certain  proposed  modifications  to the  Carolina  Bank  Agreements.
Lender is  willing  to do so on the terms and  conditions  and to the extent set
forth herein.

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

         1.  Temporary  Waiver.  Lender  hereby  waives (a)  Lender's  rights to
establish Availability Reserves pursuant to Section 2.4(d) of the Loan Agreement
by reason of the failure of  Borrowers  to maintain  Excess  Availability  of at
least  $3,000,000  at any time or times during the  Temporary  Waiver Period (as
defined  below) or prior thereto,  and (b) Lender's  rights to treat as a Direct
Remittance  Event under Section 6.3 of Loan Agreement,  the failure by Borrowers
to maintain  Excess  Availability  of at least  $2,500,000  at any time or times
during the Temporary  Waiver Period or prior thereto.  As used herein,  the term
"Temporary  Waiver  Period"  shall mean the period  from the date  hereof to and
including June 30, 1998;  provided,  however,  that the Temporary  Waiver Period
shall terminate automatically,  without notice, upon the occurrence of any Event
of Default or any event or  existence  of any state of facts  that  would,  with
notice or passage of time, or both, constitute an Event of Default.

         2. Temporary Increase in Component of Lending Formula. Clause (i)(A) of
Section  2.1(a) of the Loan  Agreement is hereby  amended on a temporary  basis,
effective  only during the  Temporary  Increase  Period (as defined  below),  by
substituting the phrase  "sixty-five  (65%) percent" for the phrase "sixty (60%)
percent"  otherwise provided in said clause. As used herein, the term "Temporary
Increase  Period"  shall mean the period  commencing  as of January 30, 1998 and
ending on June 30, 1998; provided,  however,  that the Temporary Increase Period
shall terminate  automatically,  without notice, upon the occurrence of an Event
of Default or any event or  existence  of any state of facts  that  would,  with
notice  or  passage  of time,  or both,  constitute  an  Event of  Default.  The
temporary increase in one of the components of the lending formula in respect of
Eligible  Inventory  provided for herein  during the Temporary  Increase  Period
shall  nevertheless  be  subject  to  Lender's  rights to  establish  and revise
Availability Reserves, as well as the sublimits and other rights and remedies of
Lender pursuant to the Loan Agreement and other Financing  Agreements.  Upon the
termination of the Temporary Increase Period, the percentage set forth in clause
(i)(A) of Section 2.1(a) shall automatically revert to sixty (60%) percent.

         3. Adjusted Net Worth  Covenant.  Section 9.14 of the Loan Agreement is
hereby  amended by deleting  the number  "$34,000,000"  appearing  therein,  and
substituting  therefor,  the number  "$25,000,000",  effective as of January 30,
1998.

         4. Permitted Advances to Vendors.  Clause (ii) of the proviso set forth
in Section  9.10(e) of the Loan  Agreement  is hereby  amended by  deleting  the
number "$1,000,000"  appearing therein,  and substituting  therefor,  the number
"$2,000,000", effective as of the date hereof.

         5.       Term.

         (a) The first  sentence  of Section  12.1(a) of the Loan  Agreement  is
hereby deleted in its entirety and the following substituted therefor, effective
as of January 30, 1998:

                  "(a) This Agreement and the other Financing  Agreements  shall
         become  effective as of the date set forth on the first page hereof and
         shall  continue in full force and effect for a term ending on March 31,
         2001 (the "Renewal  Date"),  and from year to year  thereafter,  unless
         sooner terminated pursuant to the terms hereof."

         (b) The first  sentence of Section  12.1(c) of the Loan  Agreement  (as
previously  amended) is hereby  amended,  effective as of January 30,  1998,  by
deleting  Sections  12.1(c)(i),  (ii) and (iii) thereof in their  entirety,  and
substituting therefor, the following Sections 12.1(c)(i) and 12.1(c)(ii):

           "(i)  .75% of the Inventory         March 26, 1997 to and
                     Loan Limit                including March 30, 1999

           (ii)  .25% of the Inventory         March 31, 1999 to and
                     Loan Limit                including March 31, 2000."

         6.       Carolina First Bank.

                  (a) Lender hereby  consents to an extension of the term of the
         Carolina Bank  Documents  for a period not to exceed an additional  one
         year and an  increase  in the line of credit  available  for letters of
         credit issued for One Price's  account  thereunder  from  $3,000,000 to
         $4,000,000.
                  (b) Lender's consent pursuant to Section 6(a), shall, however,
         be   conditioned   upon  Lender's   receipt,   in  form  and  substance
         satisfactory to Lender, of the written agreements between One Price and
         Carolina Bank setting forth the foregoing modifications, together with,
         if required by Lender,  a written  confirmation by Carolina Bank of the
         continued effectiveness of the Intercreditor  Agreement,  dated May 16,
         1997,   between  Lender  and  Carolina  Bank,  in  form  and  substance
         satisfactory  to Lender and  accompanied  by the written  agreement and
         acknowledgment of One Price.

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

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

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

         8. Fee.  As  partial  consideration  for  Lender's  entering  into this
Amendment,  Borrowers agree to pay Lender a fee in the amount of $10,000,  which
fee is fully  earned and  payable as of the date  hereof,  and may be charged by
Lender directly to Borrowers' Revolving Loan Account maintained by Lender.

         9.       Miscellaneous.

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

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

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

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

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

                                                 Very truly yours,

                                                 CONGRESS FINANCIAL CORPORATION
                                                 (SOUTHERN)

                                                 By: /s/ Morris P. Holloway
                                                 Title:    First Vice President
</TABLE>

AGREED AND ACCEPTED:

ONE PRICE CLOTHING STORES, INC.

By:      /s/  Stephen A. Feldman
Title:   Executive VP & CFO

ONE PRICE CLOTHING OF PUERTO RICO, INC.

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

CONSENTED TO AND AGREED:

ONE PRICE CLOTHING - U.S. VIRGIN ISLANDS, INC.

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