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 February 1, 2003.
                                       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)

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

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

  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. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in rule 12b-2 of the Act).

Yes       No   x
    -----    -----

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of the last business day of the registrant's second quarter of
fiscal 2002, August 2, 2002: Common Stock, $0.01 Par Value - $2,430,126.

The number of shares outstanding of the issuer's classes of common stock as of
May 19, 2003: Common Stock, $0.01 Par Value - 3,006,019 shares.

DOCUMENTS INCORPORATED BY REFERENCE - None



<PAGE>



PART I

ITEM 1.     BUSINESS

General

One Price Clothing Stores, Inc. (the "Registrant" or the "Company") operates a
chain of off-price specialty retail stores offering a wide variety of
first-quality, fashionable, in-season apparel and accessories for women and
children. The Company purchases merchandise at heavily discounted prices in
large quantities from a broad mix of manufacturers, importers and other
suppliers. The Company is able to acquire such merchandise at heavily discounted
prices because of imbalances between supply and demand, vendor needs for
liquidity and favorable prices from sources outside the United States of
America. 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 react 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.

Fiscal Year

The Company's fiscal year ends on the Saturday nearest January 31. The Company's
fiscal calendar is comparable with other apparel retail companies. The periods
ended February 1, 2003 ("fiscal 2002") and February 2, 2002 ("fiscal 2001") and
the period ending January 31, 2003 ("fiscal 2003") consist of 52 weeks. The
period ended February 3, 2001 ("fiscal 2000") consists of 53 weeks. The
Company's income tax year, however, ends on the Saturday nearest December 31.

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.

Recent Operating Results

The Company has incurred operating losses for the past three fiscal years and
had a deficiency in working capital as of February 1, 2003. These factors, as
well as the uncertain retail environment in which the Company operates, have
raised substantial doubt about the Company's ability to continue as a going
concern. The Company has developed a plan to address these issues, which is
detailed in the "Outlook and Business Strategy" section in Item 7 herein.

Industry Segments

The Company operates in only one industry segment. All of the Company's assets
and significant revenues and pre-tax operating results 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 February 1, 2003 and
no export sales. Reference is hereby made to the consolidated financial
statements included in Item 8 of this report for information about the Company's
assets, net sales and operating results.

Description of Operations

The Company operates a chain of off-price specialty retail stores offering a
wide variety of first-quality, fashionable, in-season apparel and accessories
for women and children. The Company currently offers most of its apparel at
prices ranging between $7 and $15 and offers certain additional categories and
styles priced higher than $15 when the Company believes that such merchandise is
clearly desired by the Company's customers. Such higher priced merchandise --
including denim, coordinated sets and heavier jackets - is offered within the
$16 to $25 price range. In addition, the Company currently offers men's apparel
in approximately 76 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 renewed this trademark in 2000. 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 also registered the trademarks, "Ropa de Ninos a
un Precio" and "OPC" in the United States. The Company has also applied for
registration of the "BestPrice!" and "BestPrice! Fashions" trademarks. The
"BestPrice! Fashions" registration has been approved for publication.

The One Price Store. The Company's typical store has approximately 3,700 square
feet, of which approximately 2,900 square feet is devoted to selling space. The
Company's current strategy is to open stores generally between 7,000 and 11,000
square feet which offer the Company's "BestPrice! Kids" and "BestPrice! Plus"
concepts as separate "stores within a store." The Company calls these larger
stores, "tri-box" stores and the Company expects to continue to increase the
proportion of tri-box stores to its total stores. All of the Company's stores
are located in leased facilities with access to adequate parking and/or public
transportation. At February 1, 2003, approximately 83% 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. While a typical store employs a full-time manager, one
or two full-time assistant managers and up to ten additional part-time sales
associates, this configuration can vary widely depending on store size,
location, sales volume and time of year, among other factors.

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 Store Operations who is assisted by regional and district sales managers.
Each of the six regional sales managers is responsible for approximately eight
districts. Each district sales manager is responsible for an average of
approximately 13 stores. The policy of the Company is for its district sales
managers to visit 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 key operational and
management policies.

Store Locations and Expansion. At February 1, 2003, the Company operated 597
stores in 30 states, the District of Columbia, Puerto Rico and the U.S. Virgin
Islands. The Company opened seven stores, relocated or expanded 17 stores and
closed 33 under-performing stores in fiscal 2002. The Company anticipates that
it will open approximately one new tri-box store in fiscal 2003 and relocate or
expand 12 stores, eight of which will be tri-box stores.

Purchasing. The Company's practice is to offer value to its customers by selling
desirable, first-quality 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, importers and other vendors.


<PAGE>



The Company typically is able to purchase merchandise from vendors at
substantially discounted prices primarily due to manufacturers' need to utilize
excess capacity or import quota or need for liquidity and, to a lesser degree,
to the following circumstances: over-production by manufacturers, cancellation
of orders by conventional retail stores, and the inability of a manufacturer or
importer to dispose of merchandise through regular channels. 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 generally purchases merchandise closer to and during each selling
season, which is 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.

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.

During fiscal 2002, the Company purchased merchandise from approximately 377
vendors, including manufacturers, 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.


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 fashionable,
in-season apparel and accessories for juniors, misses, plus-sized women and
children. The Company also currently offers men's apparel in approximately 76
stores. 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
with similar merchandise sold elsewhere at higher prices. Women's apparel sold
by the Company includes fashionable sportswear such as knit tops, blouses,
shirts, pants, shorts, skirts, dresses, sweaters and blazers as well as
fashionable career-oriented related separates and an array of intimate apparel.
During early fiscal 2001, management decided to eliminate or de-emphasize
several categories of merchandise including gifts and home furnishings,
children's accessories, uniforms and men's apparel. The proportions of
categories of merchandise the Company has sold, as a percentage of net sales,
are as follows (individual percentages may not add to 100 due to rounding
individual categories of merchandise):

<TABLE>
<CAPTION>
                                                                   FISCAL YEAR ENDED
                                            -------------------------------------------------------------
                                            February 1, 2003      February 2, 2002       February 3, 2001
                                            ----------------      ----------------       ----------------
<S>                                               <C>                   <C>                    <C>
PERCENTAGE OF NET SALES:
Junior and misses women's apparel                 54%                   56%                    56%
Plus-size women's apparel                         24%                   23%                    22%
Children's apparel                                10%                   10%                     8%
Women's accessories                               10%                    9%                     9%
Children's accessories and uniforms               --%                   --%                     1%
Men's apparel                                      1%                    2%                     3%
Gifts and home furnishings                         1%                    1%                     2%
                                                 ----                  ----                   ----
                                                 100%                  100%                   100%
                                                 ----                  ----                   ----
</TABLE>



<PAGE>



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. Substantially all shipments to
stores are made by common carriers.

Seasonality

The Company has historically produced higher sales and operating results in the
first quarter (February - April) and second quarter (May - July) compared with
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's strategy of emphasizing its core women's and children's
apparel and women's accessories categories and its promotional and advertising
strategies are designed to increase sales volume in the third and fourth
quarters.

Working Capital Requirements

The Company has a $40,000,000 revolving credit agreement (including a
$25,000,000 letter of credit sub-facility) and $3,150,000 term loan with its
primary lender. The $40,000,000 revolving credit agreement expires in July 2005
and the $3,150,000 term loan expires in July 2004. Maximum borrowings under the
revolving credit agreement are based on a borrowing base formula determined with
respect to eligible inventory as defined in such agreement. Borrowings under the
agreement 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). The Company's twenty-year mortgage agreement
with a commercial bank at the original amount 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 also has
an agreement, as amended, with a commercial bank to provide a separate letter of
credit facility of up to $8,000,000 which expires on the earlier of June 2003 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 invests a significant amount
of its working capital in merchandise inventories.

Customers

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

Competition

The retail apparel industry is highly competitive. In order to compete
effectively, the Company depends upon its ability to purchase merchandise at
substantial discounts. The Company competes with department stores, specialty
stores, discount stores, and other off-price retailers, many of which are owned
by large national or regional chains with substantially greater resources than
the Company. Other retailers with substantially greater financial resources than
the Company may 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 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.

Employees

At February 1, 2003, the Company had approximately 3,900 employees, of which
approximately 48% 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 excessive difficulty 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.


ITEM 2.     PROPERTIES

The Company leases all of its store locations. At February 1, 2003, the Company
had 597 stores operating in 30 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 lessor 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 105 existing store leases expire, or have
initial lease terms containing lessee renewal options that may be exercised,
during fiscal 2003. Management believes that the Company will be successful in
renewing the locations it desires, and in a manner that will not result in
significant increases in lease expense during fiscal 2003.


<PAGE>



The following is a list of store locations as of February 1, 2003:
                                                                       NUMBER OF
    STATE                                                                 STORES
    -----                                                             ----------
    Alabama..............................................................     12
    Arizona..............................................................     10
    Arkansas.............................................................      5
    California...........................................................     57
    Connecticut .........................................................      4
    Florida..............................................................     63
    Georgia..............................................................     36
    Illinois.............................................................     28
    Indiana..............................................................     11
    Kansas...............................................................      3
    Kentucky.............................................................      1
    Louisiana............................................................     14
    Maryland.............................................................     16
    Massachusetts........................................................      7
    Michigan.............................................................     15
    Mississippi..........................................................      9
    Missouri.............................................................     11
    Nevada...............................................................      2
    North Carolina.......................................................     26
    New Jersey...........................................................      8
    New Mexico...........................................................      5
    New York.............................................................     11
    Ohio.................................................................     10
    Oklahoma.............................................................      6
    Pennsylvania.........................................................     18
    Puerto Rico..........................................................     40
    South Carolina.......................................................     29
    Tennessee............................................................     16
    Texas................................................................     94
    U.S. Virgin Islands..................................................      2
    Virginia.............................................................     20
    Washington, DC.......................................................      4
    Wisconsin............................................................      4
                                                                           -----
    TOTAL STORES.........................................................    597
                                                                           =====

The Company's corporate offices and distribution center, occupying approximately
500,000 square feet, are located in Duncan, South Carolina on approximately 75
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
its 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.


ITEM 3.            LEGAL PROCEEDINGS

From time to time, the Company is a party to legal actions involving claims
arising in the normal course of its business. The Company believes that any such
actions currently capable of assessment and presently pending, even if decided
adversely, would not have a material adverse effect on its financial position,
results of operations or cash flows.



<PAGE>



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 SmallCap
Market System of NASDAQ. As of May 10, 2003, there were approximately 400
shareholders of record.

On October 25, 2002, the Company received notification from NASDAQ that its
common stock would be de-listed from the NASDAQ National Market because the
value of publicly-held shares of the Company's common stock did not meet the
required minimum of $5 million. The Company subsequently applied to have its
common stock listed on the NASDAQ SmallCap Market. As of January 15, 2003, the
Company's listing for its outstanding common shares transferred from the NASDAQ
National Market System to the NASDAQ SmallCap Market.

On January 22, 2003, the Company received notification from NASDAQ that its
common stock did not meet the $1.00 minimum bid price required by the NASDAQ
SmallCap Market. As a result, the Company has a 180-day grace period through
July 21, 2003 in which to come into compliance with the minimum bid price
requirement for at least ten consecutive trading days or its common stock will
be de-listed.

On April 14, 2003, the Company received notification from NASDAQ that its common
stock did not meet the $1,000,000 minimum market value of publicly-held shares
required by the NASDAQ SmallCap Market. As a result, the Company has a
three-month grace period through July 14, 2003 in which to come into compliance
with the minimum market value of publicly-held shares requirement for at least
ten consecutive trading days or its common stock will be de-listed.

Although the Company's common stock currently meets all other qualifications for
the NASDAQ SmallCap Market, the Company is considering whether to discontinue
its NASDAQ SmallCap Market listing and to apply to list its common stock on the
OTC Bulletin Board.

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>
<CAPTION>
                                       Fiscal Year Ended                  Fiscal Year Ended
                                        February 1, 2003                   February 2, 2002
                                 ------------------------------   ------------------------------
<S>                                    <C>              <C>             <C>              <C>
                                        High              Low            High              Low
  First Quarter                  $     3.110       $    1.750     $     3.500       $    2.406
  Second Quarter                       2.510            1.000           3.325            1.925
  Third Quarter                        1.650            0.720           4.600            0.950
  Fourth Quarter                       1.090            0.350           4.400            1.500



</TABLE>



<PAGE>



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 January 30, 1999 through
February 1, 2003. The selected consolidated financial data as of February 1,
2003 and February 2, 2002 and for the fiscal years ended February 1, 2003,
February 2, 2002 and February 3, 2001, 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>
<CAPTION>
                                                                             Fiscal Year Ended
                                                      -----------------------------------------------------------------
                                                      February 1,  February 2,  February 3,  January 29,   January 30,
                                                         2003         2002         2001          2000         1999
                                                      ------------ ------------ ------------ ------------- ------------

 Dollars in thousands except per share amounts

<S>                                              <C>                   <C>          <C>           <C>          <C>
  1     Net sales                                $        331,771      340,430      355,624       336,847      328,059
  2     Restructuring charge (credit)            $             --           --        1,017            --         (385)
  3     (Loss) income before income taxes        $        (12,614)     (15,372)      (9,130)        7,809        5,497
  4     Net (loss) income                        $        (15,294)     (19,712)      (5,366)        7,074        4,383
  5     Diluted net (loss) income per common
          share                                  $          (5.10)       (6.70)       (1.80)         2.34         1.46
  6     Weighted average number of common
          shares (000) -  diluted                #          3,001        2,943        2,976         3,023        2,998
  7     Number of common shares outstanding at
          period-end (000)                       #          3,006        2,944        2,941         2,997        2,983
  8     Cash dividends declared per common
          share                                  $             --           --           --            --           --
  9     Current assets                           $         58,384       66,627       57,428        57,064       55,387
  10    Long-term assets                         $         38,955       43,175       49,206        38,891       37,440
  11    Total assets                             $         97,339      109,802      106,634        95,955       92,827
  12    Current liabilities                      $         79,617       76,114       56,594        40,921       44,741
  13    Long-term debt (including capital
          leases)                                $         10,371       11,835        8,764         7,879        8,057
  14    Deferred income tax liability            $             --           --           --            42           --
  15    Other noncurrent liabilities             $          3,231        2,548        2,395         2,512        2,612
  16    Shareholders' equity                     $          4,120       19,305       38,881        44,601       37,417
  17    Stores (closed) opened during the
          period, net                            #            (26)         (18)           5            18          (42)
  18    Stores operating at period-end           #            597          623          641           636          618
  19    Number of full and part-time employees
          at period-end                          #          3,900        4,200        4,200         4,300        3,900

  20    Number of weeks per fiscal year          #             52           52           53            52           52
</TABLE>







<PAGE>



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

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," "projects," "should,"
"will," "plans" 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  statements  may  address  items  such as
potential equity investments, future sales, earnings expectations, planned store
openings, closings and expansions, future comparable store sales, future product
sourcing plans,  inventory levels,  planned capital expenditures and future cash
needs.  In  addition,  the Company may issue press  releases  and other  written
communications,  and  representatives  of the Company  may make oral  statements
which  contain  forward-looking  information.  There are a number  of  important
factors that could cause the Company's  actual results in fiscal 2003 and beyond
to differ  materially from those expressed in such  forward-looking  statements.
These factors include,  but are not limited to, changes in the current policies,
practices or rules of NASDAQ with respect to continued listing criteria; general
economic conditions;  fluctuations in interest rates and other economic factors;
the war in Iraq and its  effect  on  consumer  spending;  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;  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;  access to additional debt or equity
financing;  the effect of litigation  resulting  from the Company's  operations;
import risks,  including potential disruptions and duties, tariffs and quotas on
imported merchandise;  regulatory matters,  including legislation affecting wage
rates; and other factors  described in the Company's filings with the Securities
and  Exchange  Commission  from  time to time and in  "Certain  Considerations,"
contained herein. In addition, there is no guarantee that the pending investment
of new equity in the Company  described herein will be completed within the next
thirty days or at all.  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.

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>
<CAPTION>
                                                                                   Fiscal Year Ended
                                                           ------------------------------------------------------------------
                                                             February 1, 2003      February 2, 2002       February 3, 2001
                                                                (52 weeks)            (52 weeks)             (53 weeks)
                                                           --------------------- ---------------------- ---------------------
<S>                                                              <C>                     <C>                    <C>
PERCENTAGE OF NET SALES
Net sales                                                        100.0%                  100.0%                 100.0%
Cost of goods sold, exclusive of depreciation and
amortization shown separately below                               64.0%                   65.7%                  65.9%
                                                                 -------                 -------                -------
Gross margin                                                      36.0%                   34.3%                  34.1%
                                                                 -------                 -------                -------
Selling, general and administrative expenses                      26.5%                   26.0%                  24.8%
Store rent and related expenses                                   10.2%                    9.8%                   9.1%
Depreciation and amortization expense                              2.0%                    2.0%                   1.7%
Restructuring charge                                               0.0%                    0.0%                   0.3%
Interest expense                                                   1.0%                    1.0%                   0.8%
                                                                 -------                 -------                -------
                                                                  39.8%                   38.8%                  36.7%
                                                                 -------                 -------                -------
Loss before income taxes                                          (3.8%)                  (4.5%)                 (2.6%)
Provision for (benefit from) income taxes                          0.8%                    1.3%                  (1.1%)
                                                                 -------                 -------                -------
Net loss                                                          (4.6%)                  (5.8%)                 (1.5%)
                                                                 =======                 =======                =======

Stores in operation at period-end                                  597                     623                    641
                                                                 =======                 =======                =======
</TABLE>



<PAGE>



CRITICAL ACCOUNTING POLICIES

In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required 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.
Management considers its most critical accounting policies to be related to
inventory markdown and shrink reserves, the accrual for self-insured workers'
compensation claims, impairment of long-lived assets, and the valuation
allowance for deferred tax assets. These critical accounting policies can
significantly affect the Company's reported amounts of assets, liabilities,
revenues and expenses. The following factors could cause the Company's estimates
used in each of its critical accounting policies to significantly vary from the
Company's actual results:

     o    Inventory markdowns and shrink reserves. The Company's inventories are
          stated at the lower of cost or market;  cost is  determined  under the
          retail  method.  The  anticipated  sales value of  inventory  items is
          generally  higher than the  related  cost.  Periodically,  the Company
          identifies  certain  merchandise   inventory  to  be  marked  down  to
          facilitate  its sale.  Occasionally,  markdowns  may result in an item
          being sold for less than its  original  cost.  The Company  provides a
          reserve for the  difference  between  original  cost and the  expected
          selling price of all inventory  items  expected to be sold below cost.
          The Company  conducts a company-wide  physical  inventory count during
          the first and third  quarters  of each  fiscal  year and  adjusts  its
          accounting  records to  reflect  the  results of the actual  inventory
          counts.   The  Company  records  an  inventory  shrink  reserve  based
          primarily  on  recent  actual  shrink  experience  reflected in recent
          physical inventories.

     o    Accrual for self-insured  workers' compensation claims. The Company is
          self-insured  for workers'  compensation  up to established  stop-loss
          amounts (on both a per claim  basis and  aggregate  per policy  period
          basis) beyond which claims are insured by a third party. The Company's
          self-insurance   accruals  are  based  upon   actuarially   determined
          calculations of future claims.

     o    Impairment of long-lived  assets. The Company  periodically  evaluates
          whether long-lived assets,  primarily store leasehold improvements and
          fixtures and equipment,  have been impaired.  The Company compares the
          net carrying  value of the asset group that includes the primary asset
          being evaluated,  to its estimated  undiscounted future cash flows. If
          the  estimated  undiscounted  future cash flows as  determined in this
          analysis are less than the carrying amount of the related asset group,
          impairment  is  indicated.  For  stores  which  are  determined  to be
          impaired,  leasehold  improvements  and  fixtures  and  equipment  are
          written down to their fair values based upon management's  estimate of
          recoverability.  Charges for impairment are recorded as a component of
          selling, general and administrative ("SG&A") expenses.

     o    Deferred  income taxes and valuation  allowance.  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.  Deferred
          tax assets also arise from unused net operating  losses and unused tax
          credits. Management assesses the likelihood that future tax deductions
          and credits  which give rise to deferred tax assets will be used based
          on their  expirations and the level of taxable income that the Company
          is expected to generate  before the  expiration  of these tax credits.
          Based on this assessment, management establishes a valuation allowance
          to reduce all or part of these deferred tax assets.  As of February 1,
          2003, the Company had established a valuation allowance for the entire
          amount of its net deferred tax assets. As the Company generates future
          taxable  income,  the  Company  may be able to  reduce  its  valuation
          allowance for deferred tax assets.

YEAR ENDED FEBRUARY 1, 2003 (2002) (52 WEEKS) COMPARED WITH YEAR ENDED
----------------------------------------------------------------------
FEBRUARY 2, 2002 (2001) (52 WEEKS)
----------------------------------

Net sales in the 52-week period ended February 1, 2003 ("2002") decreased 2.5%
compared with the 52-week period ended February 2, 2002 ("2001"). The decrease
in net sales is due to a combination of a decrease in comparable store sales,
operating in a difficult overall retail environment and operating, on average,
15 fewer stores in 2002 than in 2001. In 2002, comparable store sales decreased
2.0% for the year compared with 2001. The decrease in comparable store sales for
the 52-week period is primarily due to the elimination of certain slow-turning
and lower margin categories (see further discussion below). Comparable stores
are those stores in operation at least 18 months. There were 590 such stores at
February 1, 2003.



<PAGE>



During 2002, the Company opened 7 stores, relocated or expanded 17 stores,
closed 33 under-performing stores and ended the year with 597 stores in
operation. Eight of the stores the Company either opened, relocated, expanded or
converted were tri-box stores. During 2001, the Company opened 6 stores,
relocated or expanded 9 stores and closed 24 under-performing stores.

The year-over-year increase in gross margin as a percentage of net sales
resulted from a more profitable mix of merchandise sold, driven by the
elimination of slow-turning and lower-margin categories of apparel and
accessories and a reallocation of the associated working capital to the
Company's core women's and children's apparel categories, as well as from
efficiencies achieved in the Company's distribution system.

Selling, general and administrative expenses as a percentage of net sales
increased year over year due primarily to higher insurance costs and to an
increase in store payroll driven by an increase in the average hourly wage rate,
the effects of which were offset partially by initiatives to reduce operating
expenses in the Company's corporate offices.

Store rent and related expenses increased as a percentage of net sales in 2002
compared with 2001 due to an increase in the Company's average store rent.
Average store rent and related expenses increased by 4.3% in 2002 compared with
2001. The increase in average store rent and related expenses was primarily due
to the Company's continuing store expansion strategy of opening of larger stores
with higher rents while closing older stores with lower average rent costs.
Management seeks to minimize increases in store rent expense through
renegotiating lease terms, relocating stores, and leveraging rent increases
through strategies of increased sales including focusing on key categories and
reformatting stores where necessary.

Year-over-year  interest  expense remained at 1.0% of net sales in both 2002 and
2001 due to lower  average  interest  rates in 2002,  offset by  higher  average
levels  of  borrowings  on the  revolving  credit  facility  as a result  of the
Company's losses in 2002 and 2001.

The Company's effective income tax rate of (21.3)% in 2002, as compared with
(28.2%) in 2001, was primarily attributable to recording non-cash valuation
allowances of $7.9 million against the Company's deferred income tax assets
during 2002, as compared with $10.1 million of valuation allowances recorded
during 2001. The increase to the valuation allowance in 2002 includes $2.4
million related to previously recorded deferred tax assets. 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 prior to their
expirations, a valuation allowance has been provided against the related net
deferred income tax assets. Management will continue to assess the need for the
valuation allowance based upon future operations.

YEAR ENDED FEBRUARY 2, 2002 (2001) (52 WEEKS) COMPARED WITH YEAR ENDED
----------------------------------------------------------------------
FEBRUARY 3, 2001 (2000) (53 WEEKS)
----------------------------------

During 2001, the Company implemented a strategy of eliminating its less
profitable categories of merchandise, including gifts, home furnishings and
children's accessories and de-emphasizing uniforms and men's apparel in an
effort to focus its resources on its core merchandise categories of women's and
children's apparel and women's accessories. The Company experienced comparable
store sales increases on these continuing categories of women's and children's
apparel and women's accessories of 5.8% for the last three months of 2001, 7.6%
for the last six months of 2001 and 0.8% for 2001.

Net sales in 2001 decreased 4.3% compared with $355.6 million in the 53-week
period ended February 3, 2001 ("2000"). The decrease in net sales is primarily
due to operating, on average, 23 fewer stores in 2001 than in 2000.
Additionally, 2001 contained one fewer week than 2000. In 2001, comparable store
sales decreased 1.9% for the year compared with 2000. The decrease in comparable
store sales for 2001 is primarily due to the elimination of certain slow-turning
and lower margin categories. There were 606 comparable stores at February 2,
2002.



<PAGE>



During 2001, the Company opened 6 stores, relocated or expanded 9 stores and
closed 24 under-performing stores. During 2000, the Company opened 44 stores,
relocated or expanded 19 stores, closed 39 under-performing stores, and ended
the year with 623 stores in operation.

In response to lower than expected operating results in 2000, the Company
adopted a restructuring plan during the fourth quarter of 2000. The plan
included initiatives designed to improve the Company's results of operations by
lowering operating costs, re-deploying assets and curtailing the number of new
store openings. The plan called for the closing of 42 low-volume,
under-performing stores and elimination of 90 positions. As of February 2, 2002,
the Company had closed 40 of the stores described in the plan and, in light of
improved operating results, removed the two remaining stores and their
associated liability from the restructuring plan. The Company recorded a pre-tax
charge of $1,017,000 during the fourth quarter of 2000 to cover the costs
associated with the plan. See Note I to the consolidated financial statements
included in Item 8 of this report.

Gross margin as a percentage of net sales increased year-over-year primarily
from the Company's strategy of eliminating its less profitable categories of
apparel and accessories.

Selling, general and administrative expenses increased as a percentage of net
sales year-over-year to 26.0% in 2001 from 24.8% in 2000, primarily as a result
of increases in payroll and utility costs in the Company's stores. Average
payroll in the Company's stores increased 2.4% in 2001 compared with 2000. An
increase in average payroll rates was almost completely offset by fewer payroll
hours on average. The Company has mitigated and continues to mitigate the effect
of increasing payroll rates by managing store hours used and by seeking to
improve sales in its existing stores. Utility costs increased 8.7% per average
store year-over-year due to sharp increases in prices of natural gas and
electricity, particularly during the first six months of 2001.

Store rent and related expenses increased as a percentage of net sales
year-over-year due to an increase in the Company's average store rent and
related expenses coupled with a decrease in comparable store sales. Average
store rent and related expenses increased by 7.4% in 2001 compared with 2000.
The increase in average store rent and related expenses was primarily due to the
Company's store strategy during 2000, which resulted in the opening of larger
stores in more expensive markets with higher rents while closing older stores
with lower average rent cost. Management seeks to minimize increases in store
rent expense through renegotiating lease terms, relocating stores, and
leveraging rent increases through strategies of increased sales including
focusing on key categories and reformatting stores where necessary.

Depreciation and amortization expense as a percentage of net sales increased in
2001 compared with 2000, primarily due to the total of 75 stores the Company
opened in fiscal 2000 and fiscal 1999 and to capital leases entered into for new
investment in information technology in the Company's stores, which resulted in
higher amortization costs.

Interest expense as a percentage of net sales increased in 2001 compared with
2000. Interest expense in absolute terms also increased in 2001 compared with
2000, primarily due to the higher average levels of borrowings on the revolving
credit facility as a result of the Company's losses in 2001 and 2000, as well as
increases in amortization of debt issue costs resulting from amendments made to
the Company's credit agreements during 2001.

The Company's effective income tax rate of (28.2%) in 2001, as compared with
41.2% in 2000, was primarily attributable to recording non-cash valuation
allowances of $10.1 million against the Company's deferred income tax assets
during 2001. 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 prior to their expirations, a valuation allowance was
provided against the related net deferred income tax assets.

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.

OUTLOOK AND BUSINESS STRATEGY

Pending Equity Investment.

As part of its plan to improve its overall liquidity and capital  resources,  as
more fully discussed  below,  the Company has recently entered into an exclusive
non-binding  letter  of  intent  with  an  investment  firm  for  a  substantial
investment of new equity in the Company. The equity investment envisioned in the
non-binding  letter of intent is  subject to a number of  conditions,  including
final  approval  by the Board of  Directors  of the  Company.  The  Company  and
investor have completed a substantial  portion of the due diligence  required to
complete  the  pending  investment  and  expect  that  such  investment  will be
finalized within 30 days of this report. However, there can be no assurance that
this investment will be completed.


Operations and Strategies.

The Company has incurred operating losses for the past three fiscal years, and
had a deficiency in working capital as of February 1, 2003. Since the end of
fiscal 2002, the Company has experienced a negative sales trend as compared with
the same period in the prior fiscal year, even after adjusting for the decrease
in the number of stores the Company operates. The Company's net sales for the
first quarter of fiscal 2003 were 11.6% below those for the same quarter of
fiscal 2002 which was well below the level of sales that the Company had
expected. Comparable store sales for the first quarter of fiscal 2003 decreased
10.0% as compared with the same period in fiscal 2002. This difficult sales
trend occurred in one of the historically strongest net sales quarters of the
Company's fiscal year.

The Company believes that there are several reasons for this recent decrease in
net sales, including unusually cool and rainy weather in many of the geographic
markets in which the Company operates, some imbalances in inventory in select
merchandise categories, economic uncertainty and general decreases in consumer
spending in connection with the recent war in Iraq and its impact on apparel
spending by the Company's target customers.

The current sales trend has negatively affected the Company's liquidity and
capital resources in the first quarter of fiscal 2003. If this sales trend
continues in the second quarter of fiscal 2003, historically the largest sales
volume and most profitable quarter of the Company's fiscal year, the Company may
not continue to be in compliance with certain of its covenants under its credit
facility with its primary lender. This credit facility subjects the Company to
certain covenants requiring a minimum level of earnings before interest, taxes,
depreciation and amortization ("EBITDA"), a minimum gross profit percentage and
certain sales and inventory levels that are measured monthly. There can be no
assurance that the Company's primary lender would waive any instances of
non-compliance with certain financial covenants or amend the credit agreement to
adjust such financial covenants (see "Liquidity and Capital Resources" herein).
As a result, if the trend of declining net sales continues, the Company's
results of operations and its liquidity and capital resources could continue to
be negatively affected because funds may not be available under its revolving
credit facility and its cash flow may not be sufficient to meet the Company's
cash needs to operate its business.

The Company has developed a plan to address these issues. This plan is designed
to provide for additional equity being invested in the Company (see "Pending
Equity Investment" herein), restructure current financing arrangements, and
continuing its merchandising, expense reduction and tri-box store development
strategies as further outlined below. The Company's ability to meet all
obligations as they come due for fiscal 2003, including planned capital
expenditures, is dependent upon the success in achieving the objectives of this
plan. However, because there is no assurance as to the Company's ability to be
successful in achieving its objectives as outlined below, substantial doubt
exists as to the Company's ability to continue as a going concern.

To address the potential cash flow issues that a continued negative net sales
trend would create, the Company has been seeking various financing alternatives
including potential sales of equity and/or debt securities of the Company (see
"Pending Equity Investment" herein) and refinancing of certain indebtedness.
There can be no assurance that the Company will be successful in its efforts to
improve its liquidity and capital resources through such securities sales,
refinancing its existing credit facilities or otherwise.

The Company plans to continue to focus its merchandising efforts to reverse the
current trend in net sales by, among other things, continuing to focus on its
higher-margin core apparel merchandise categories of women's and children's
apparel and women's accessories. However, the general decreases in consumer
spending in recent months have impacted the pricing at which merchandise must be
offered and this has had a negative impact on gross margin which could continue.
Given the continuing economic uncertainty and lower demand for apparel,
management intends to maintain conservative inventory levels. In addition, the
Company plans to continue to focus its efforts on maintaining its tight expense
controls. In fact, since the end of fiscal 2002, the Company has reduced its
corporate office and field management workforce by approximately ten percent.

The Company plans to continue to focus its store development efforts and
business strategy in the remainder of fiscal 2003 on its self-described tri-box
store concept which consists of stores ranging from approximately 7,000 to
11,000 square feet, offering the Company's "BestPrice! Kids" and "BestPrice!
Plus" concepts along with substantially the same junior/misses apparel and
accessories found in the Company's "BestPrice! Fashions" stores. To date, the
Company has opened eleven new tri-box stores and has converted three existing
stores to the tri-box concept. Sales volumes in each of these stores have
exceeded the Company's standard "BestPrice! Fashions" store. In fact, based on
results to date, management projects that these stores, on average, will
generate substantially more annual sales volume and significantly more net store
contribution than the Company's traditional stores. Management expects to
realize improved leverage of its fixed overhead and operations as the Company
focuses its store development on these tri-box stores. However, there can be no
assurance that the initial success of the tri-box stores will continue. In
addition, the Company's initiatives to improve sales and operating results
through its focus on the tri-box concept are designed to improve the Company's
operating performance in the long term and are unlikely to result in immediate
improvement in operating results. There are other factors, many of which are
beyond the Company's control, that could affect the Company's sales and
operating results. See "Certain Considerations," herein.

As a part of the Company's focus on the tri-box concept, the Company may, over a
period of time, attempt to sell certain smaller square-footage stores that do
not fit strategically with the Company's tri-box focus. In addition, the Company
will continue to close or sell certain smaller square footage under-performing
stores. Management believes that this strategy of opening new tri-box stores,
while at the same time closing or selling under-performing and/or smaller
square-footage stores, will contribute to improved cash flow, results of
operations and financial condition of the Company in the future. However, there
are a number of risks and uncertainties related to this strategy. See "Certain
Considerations," herein.

There can be no assurance that the Company's plans as outlined above will be
successful in increasing its net sales and operating results.

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 historically has relied upon cash provided by operations and
borrowed funds from its revolving credit facility to meet its liquidity needs.
During the Company's most recent fiscal years, the Company has primarily relied
upon its credit facilities to offset cash used in operations and to expand,
relocate and open new stores. Because of its relatively fixed cost structure and
existing levels of debt, management considers its primary risk to liquidity to
be its ability to generate adequate levels of net sales and gross margin while
effectively controlling operating expenses. The Company relies on net sales and
resultant gross margin to provide sufficient cash flow to meet its financial
obligations. When net sales and gross margin levels have not been sufficient in
the past, the Company has drawn funds under its credit facilities and/or
negotiated with its lenders to provide additional availability to meet its
liquidity needs.

The operating issues outlined above (see "Operations and Strategies" herein)
have created additional needs for liquidity. The Company has developed a plan to
address these issues. This plan is designed to provide for additional equity
being invested in the Company (see "Pending Equity Investment" contained
herein), restructure current financing arrangements, continue focusing
merchandising efforts on its higher-margin, core apparel items, reduce operating
expenses, and continue its investment in its tri-box store concept while
identifying under-performing stores for closure. The Company's ability to meet
all obligations as they come due for fiscal 2003, including planned capital
expenditures, is dependent upon the success in achieving the objectives of this
plan. Additionally, achieving the results contained within the fiscal 2003
business plan will require a reversal of the current negative sales trend. If
the current negative sales trend being experienced is not reversed, or if the
Company is not successful in obtaining new equity investments in amounts and
terms acceptable to the Company, meeting obligations as they come due will
require additional cash generated from operations from increases in outstanding
amounts of trade accounts payable. There can be no assurance that should this be
necessary, the Company will be successful in extending the balance in trade
accounts payable and still procure inventory in the quantities and mix required
to achieve its forecasted level of sales. There also can be no assurance that
the Company will be successful in achieving the objectives of its plan as
outlined above, its forecasted results of operations and financial condition,
and in meeting its obligations as they come due.

The Company's credit facilities consist of a revolving credit agreement and term
loan with its primary lender, a mortgage loan collateralized by the Company's
corporate offices and distribution center and letter of credit facilities. The
Company's revolving credit agreement expires in July 2005 and is classified in
current liabilities in the accompanying balance sheet. Collectively, the credit
facilities contain certain financial and non-financial covenants, with which the
Company was in compliance at February 1, 2003. The Company amended these
covenants in January, April andMay 2003. A summary of the Company's credit
facilities appears below.

The Company's amended credit agreement with its primary lender contains
financial covenants, measured monthly, that require the Company to meet certain
required levels of sales and establishes minimum levels of inventory purchases.
In addition, beginning in the second quarter of fiscal 2003, the Company will be
subject to certain covenants, which will be measured quarterly, requiring a
minimum level of earnings before interest, taxes, depreciation and amortization
(EBITDA) and a minimum gross profit percentage. Achieving results of operations
and financial condition for fiscal 2003 at levels that result in the Company
complying with all financial covenants depends upon the Company meeting certain
targets of net sales, gross margin and operating expenses. If the Company is not
successful in achieving these targets, the Company may not satisfy certain
financial covenants during fiscal 2003. The Company has been successful in
obtaining amendments to its credit agreement with its primary lender in the past
and, if necessary, would seek additional amendments or waivers to the
requirements of current covenants. There can be no assurance that the Company
would be successful in obtaining an amendment or waiver from its primary lender
should it not be in compliance with a financial covenant during fiscal 2003.

The Company has a $40,000,000 revolving credit agreement (including a
$25,000,000 letter of credit sub-facility) and $3,150,000 term loan with its
primary lender. The $40,000,000 revolving credit agreement expires in July 2005
and the $3,150,000 term loan expires in July 2004. Borrowings under the
agreement 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). 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. Borrowings under the revolving credit agreement
bear interest, at the Company's option (subject to certain limitations in the
agreement), at the Prime Rate plus 0.5% or the adjusted Eurodollar Rate, as
defined in such agreement, plus 2.25%, provided that the Company meets certain
requirements as set forth in the agreement. Borrowings under the term loan bear
interest at 15.0% per annum. As of February 1, 2003, the Company had
approximately $2.6 million of excess availability under the borrowing base
formula.

The maximum and average amounts outstanding during 2002 and 2001 and amounts
outstanding at the end of such periods for the revolving credit agreement are
disclosed in Note C to the consolidated financial statements included in Item 8
of this report.

The Company entered into a twenty-year mortgage agreement with a commercial bank
in June 1997. The agreement, which had an original balance of $8,125,000, is
secured by the Company's real property located at its corporate offices
including land, buildings, fixtures and improvements. The mortgage agreement,
which had a balance of $6,993,000 at February 1, 2003, 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 Company's weighted average interest rate for all borrowings was 5.8% and
6.9% in 2002 and 2001, respectively.

The Company also has an agreement with a commercial bank to provide a separate
letter of credit facility of up to $8,000,000 which expires on the earlier of
June 30, 2003 or termination of the Company's revolving credit agreement with
its primary lender. Letters of credit issued under the agreement are
collateralized by inventories purchased using such letters of credit. The
agreement contains certain restrictive covenants which are substantially the
same as those within the Company's revolving credit facility discussed above.
The Company had outstanding letters of credit for the purchase of merchandise
inventories totaling approximately $7,301,000 and $7,644,000 at February 1, 2003
and February 2, 2002, respectively.

Net cash provided by operating activities in 2002 was $6,615,000, compared with
cash used in operating activities of $4,353,000 in 2001. This increase in cash
provided from operations of $10,968,000 resulted from an increase in cash used
in operating activities from net loss adjusted for non-cash operating items
totaling $3,330,000, and an increase in cash provided from changes in operating
assets and liabilities of $7,638,000. This increase in cash provided from
changes in operating assets and liabilities primarily resulted from a decrease
in merchandise inventories of $4,854,000 and an increase in accounts payable and
other liabilities of $2,608,000.

At February 1, 2003, total merchandise inventories decreased 9.0% to
$49,277,000, compared with total merchandise inventories of $54,131,000 at
February 2, 2002. The decrease in total merchandise inventories was primarily
attributable to a lower level of merchandise in-transit to the Company's stores
as a result of decreasing its levels of imported merchandise compared with 2001,
and decreasing the amount of time required to process and distribute merchandise
to the stores. In 2002, import purchases (including freight and duty) were 10%
of total purchases, compared with 10% in 2001. The Company purchases its
merchandise inventories principally from domestic vendors. The level and source
of inventories are subject to fluctuations because of the Company's buying
strategy and prevailing business conditions.

Net cash used in investing activities in 2002 was $4,866,000, as compared with
$3,181,000 in 2001. Net cash used in investing activities was primarily used for
leasehold improvements and equipment for new stores opened during each year
presented, as well as information technology expenditures including software and
hardware upgrades. Net cash used in investing activities in 2002 excludes
$623,000 of store construction allowances from landlords of the Company's
stores. Net of these allowances received, net cash used in investing activities
would have been $4,243,000 in 2002 and net cash used to purchase property and
equipment would have been $3,538,000 in 2002. The following schedule summarizes
the changes to the Company's store portfolio which resulted in increases in
capital expenditures over the Company's three most recent fiscal years:

                                        2002       2001        2000
                                        ----       ----        ----
New store openings                         7          6          44
Store relocations or expansions           17          9          19


Net cash used in financing activities in 2002 was $1,992,000, as compared with
net cash provided by financing activities in 2001 of $5,691,000. This increase
in cash used in financing activities was primarily a result of the net
repayments of the mortgage loan facility, as well as the payment of capital
lease obligations. Net cash was provided by financing activities in 2001 and
2000 primarily as a result of net borrowings from the Company's revolving credit
facility and other long-term debt, which provided the Company with cash to open
stores and to fund operations.

Stock Repurchase Program: On August 2, 2000, the Board of Directors authorized
the Company to repurchase up to 285,715 shares of its outstanding common stock
at market prices. The repurchase program authorizes purchases from time to time
in the open market or privately negotiated block transactions and contains no
expiration date. The authorization represented approximately 9.5% of the
outstanding common stock of the Company as of August 2, 2000. As of February 1,
2003, the Company had repurchased 67,400 shares for an aggregate purchase price
of $392,000 (average of $5.82 per share) and awarded 60,250 shares of these
shares to its employees, leaving 7,150 shares for a net purchase price of
$41,000.

CAPITAL EXPENDITURES

In fiscal 2003, the Company plans to spend approximately $3.5 million on capital
expenditures, $0.9 million of which is expected to be funded by construction
allowances from landlords. Most of this amount allocated to capital expenditures
will be used to open one new store, to remodel, re-fixture, expand and relocate
approximately 12 existing stores, eight of which will be tri-box stores, and to
invest in information technology.



<PAGE>



SUMMARY

The Company's ability to meet its forecast of capital expenditures and also meet
all other obligations as they come due for fiscal 2003 is dependent upon
realizing the levels of forecasted sales and operating results contained in its
fiscal 2003 business plan and/or raising additional liquidity through the sales
of equity securities (see "Pending Equity Investment" herein), sales of
non-strategic store locations and/or refinancing of certain indebtedness.
Achieving the results contained within the fiscal 2003 business plan will
require a reversal of the current negative sales trend. If the current negative
sales trend being experienced is not reversed, or if the Company is not
successful in obtaining new equity investments in amounts and terms acceptable
to the Company, meeting obligations as they come due will require additional
cash generated from operations from increases in outstanding amounts of trade
accounts payable. There can be no assurances that should this be necessary, the
Company will be successful in extending the balance in trade accounts payable
and still procure inventory in the quantities and mix required to achieve its
forecasted level of sales. Therefore, there also can be no assurance that the
Company will be successful in achieving the objectives of its plan as outlined
above, its forecasted results of operations and financial condition, and in
meeting its obligations as they come due.


CERTAIN CONSIDERATIONS

Terrorism and the uncertainty of war may affect the Company's business.

The possibility of terrorist attacks, such as the attacks that occurred in New
York and near Washington, D.C. on September 11, 2001, and the impact of the war
with Iraq have negatively affected and may continue to affect the markets in
which the Company operates and the Company's operations. Immediately following
the September 11 attacks, the Company experienced sluggish demand for apparel in
its stores located along the border with Mexico and in areas whose local
economies are heavily dependent upon tourism. The potential near-term and
long-term effects that any future terrorist attacks may have for the Company's
customers, the markets for its products and the United States economy are
uncertain.


The Company faces significant competition.

The Company operates in the highly competitive discount retail merchandise
business. The Company competes with large discount retail chains such as
Wal-Mart, Kmart and Target and with off-price chains such as TJ Maxx, AJ Wright,
Ross Stores, Factory-2-U Stores and Marshall's, most of which have substantially
greater capital and other resources than the Company's. The Company also
competes with independent and small chain retailers which serve the same low-
and middle-income market. In the future, new companies may also enter the
deep-discount retail industry. As a result of depressed retail sales resulting
from the currently lackluster demand for apparel, the Company now faces
significant competition from discount retail chains and traditional department
stores which are heavily discounting prices of apparel and, as a result, more
directly competing with the Company's price points. Although management believes
that the Company is well-positioned to compete in its markets, there is no
guarantee that the Company will be able to compete successfully against its
current and future competitors.

As a result of competition, the Company is subject to the risk of reduced
profitability resulting from lower net sales and reduced margins. Management
expects that competition will continue and increase in the future. To counteract
such competitive pressures, the Company has implemented certain merchandise
strategies including concentrating on its core apparel and accessories
categories, better execution of its core businesses, and broader methods of
marketing its business; all designed to improve gross margin, customer frequency
and attract new customers. However, management can not guarantee that these
merchandising and marketing strategies and other actions taken will improve
results of operations or be adequate to minimize the Company's exposure to any
negative impacts due to competition.


The Company's improvement in operating results depends on improvement in net
sales and gross margin.

The Company's improvement in operating results depends largely on its ability to
improve net sales and gross margin. To that end, in the future, the Company will
seek to focus its resources on its core merchandise categories of women's and
children's apparel and women's accessories. Within these core merchandise
categories, management believes that plus-size women's apparel, children's
apparel and women's accessories offer the most potential to increase net sales
and gross margin. To achieve this, the Company has increased the square footage
devoted to these categories in many of its stores. The Company will seek to
improve its gross margin in existing stores by continuing to focus its resources
on higher margin, faster-turning apparel categories and by increasing, as
proportions of its total merchandise offerings, accessories and its own brands
of merchandise.


The Company's tri-box store development efforts may not result in the improved
operating results expected by management.

The Company's improvement in operating results also depends on its ability to
improve net sales and gross margin through its tri-box store strategy. This
tri-box strategy involves expanding, converting or relocating existing stores
and/or opening new stores of 7,000 to 11,000 square feet which offer the
Company's "BestPrice! Kids" and "BestPrice! Plus" concepts as separate "stores
within a store." The Company's tri-box store development strategy depends on
many factors, including its ability to identify suitable markets and sites for
tri-box stores, negotiate leases with acceptable terms, appropriately upgrade
its financial and management information systems and controls to support the
tri-box strategy, and manage its operating expenses. In addition, the Company
must be able to continue to hire, train, motivate and retain competent managers
and store personnel. Many of these factors are beyond the Company's control. As
a result, the Company may not be able to achieve its future store development
goals. Any failure by the Company to achieve its tri-box store development goals
on a timely basis, continue to enjoy acceptance in its current markets, attract
and retain management and other qualified personnel, appropriately upgrade its
financial and management information systems, or control or manage operating
expenses could adversely affect its future operating results and its ability to
execute its tri-box store development strategy.

There is no guarantee that the Company's tri-box store development strategy will
improve the Company's results of operations as expected by management or that
the trend of increased sales in tri-box stores, as compared with the Company's
traditional stores, will continue. A variety of factors are critical to the
success of the Company's tri-box stores and such factors include, but are not
limited to, store sales, store location, store size, lease terms, initial
advertising effectiveness and brand recognition. Management cannot assure that
such large stores will achieve the sales per selling square foot and store
contributions achieved in the Company's current tri-box stores.


Planned changes to and disruptions in distribution of merchandise could impact
the Company's business.

The Company's success depends in part upon whether its receiving and shipping
schedules for merchandise are well organized and managed. The Company
anticipates a continued increase in the level of purchases of pre-ticketed and
pre-packaged merchandise from vendors, which it believes will continue to reduce
the handling costs associated with distributing merchandise to its stores.
However, there is no guarantee that these plans will provide the Company with
the efficiencies anticipated.

In addition, the Company may face unexpected demands on its distribution
operations that could cause delays in delivery of merchandise from its
distribution center to its stores. A fire, earthquake or other disaster at the
Company's distribution center could harm its business, financial condition and
results of operations. The Company maintains commercial property, business
interruption, earthquake and flood insurance to minimize the potential financial
impact of these risks.


Relationships with the Company's vendors and the availability of in-season
merchandise affect its business.

The Company's success depends in large part on its ability to locate and
purchase first-quality merchandise at attractive prices and acceptable credit
terms. Management cannot be certain that such merchandise will continue to be
available in the future, or that its credit terms will remain acceptable.
Further, the Company may not be able to find and purchase such first-quality
merchandise in quantities necessary to accommodate its operations. Although
management believes that the Company's relationships with its vendors are good,
the Company does not have long-term agreements with any vendor. As a result, the
Company must continuously seek out buying opportunities from its existing
suppliers and from new sources. The Company competes for these opportunities
with other retailers, discount and deep-discount chains and mass merchandisers.
Although the Company does not depend on any single vendor or group of vendors,
and believes it can successfully compete in seeking out new vendors, a
disruption in the availability of merchandise at attractive prices and
acceptable terms could impair its business.


The Company's business is subject to seasonality.

The Company has historically realized its highest levels of sales and operating
results during the first and second quarters of its fiscal year (the quarters
ending in April and July) because of heavy sales associated with the Easter and
Mother's Day holidays. Any adverse events during the first and second quarter
could therefore negatively affect the Company's financial performance.
Historically, the Company has realized a significant portion of its net sales
and net income during these two quarters. In anticipation of the Easter and
Mother's Day holidays, the Company may purchase substantial amounts of seasonal
merchandise. If for any reason, the Company's net sales during these seasons
were below seasonal norms or its expectations, a seasonal merchandise inventory
imbalance could result. If such an imbalance occurred, markdowns might be
required to clear excess inventory. The Company's profitability and operating
results could be adversely affected by higher than expected markdowns.


The Company's capital requirements may impact its operating results.

Historically, the Company's capital needs have been to maintain and expand its
stores and inventories. In the future, the Company may require additional
capital in order to successfully implement its tri-box store strategy. If the
current negative sales trend continues and the Company is unable to generate
sufficient cash flow from its operations, enter into acceptable debt financing
arrangements, sell additional equity and/or generate sufficient cash flow from
the potential sale of non-strategic assets, it may be forced to limit the number
of tri-box stores that it can open, which could adversely affect the Company's
financial condition and the financial success of this strategy.


The Company may need additional financing to meet its future capital
requirements.

The Company has incurred operating losses for the past three fiscal years and
had a deficiency in working capital as of February 1, 2003. These factors, as
well as the uncertain retail environment in which the Company operates, have
raised substantial doubt about the Company's ability to continue as a going
concern. The Company has developed a plan to address these issues, which is
detailed in the "Outlook and Business Strategy" section above. The Company's
financial resources are limited and the amount of funding that the Company will
require in the future is uncertain (see "Outlook and Business Strategy" and
"Liquidity and Capital Resources" herein). If the Company's results of
operations and/or proceeds from its pending sale of equity securities, sales of
non-strategic assets and/or refinancings of certain indebtedness fall short of
management's expectations, the Company's ability to fund its tri-box store
development strategy, take advantage of opportunities, and/or respond to
competitive pressures may be affected.


The Company's business is vulnerable to economic factors beyond its control.

The Company's ability to provide quality merchandise at everyday low prices
could be hindered by certain economic factors beyond its control, including but
not limited to:
o increases in inflation;
o increases in operating costs;
o increases in employee health care and workers' compensation costs;
o increases in prevailing wage levels;
o increases in the minimum wage rate, both at the Federal and state levels; and
o decreases in consumer confidence levels.


The market price of the Company's common stock has experienced substantial
fluctuation.

The market price of the Company's common stock has fluctuated substantially over
the last several years. In the future, trading prices for its common stock could
fluctuate significantly due to many factors, including:
o the depth of the market for the Company's common stock;
o changes in expectations of the Company's future financial performance,
  including financial estimates by securities analysts and investors;
o variations in the Company's operating results;
o conditions or trends in the Company's industry;
o additions or departures of key personnel;
o continued listing criteria; and
o future sales of the Company's common stock.


OFF-BALANCE SHEET FINANCING

The Company uses letters of credit to purchase inventory from foreign sources
(see Note C to the consolidated financial statements included in Item 8 of this
report for details). The balance of outstanding letters of credit for purchasing
inventory was $7,301,000 and $7,644,000 at February 1, 2003 and February 2,
2002, respectively.

COMMITMENTS AND CONTINGENCIES

Among the Company's contractual obligations are operating leases for its stores
which typically contain five-year terms with options to renew for additional
five-year periods. The Company also has operating leases for automobiles,
trucks, trailers and certain computer and other equipment with one to ten year
terms. In addition, the Company has certain capital leases for certain office
equipment and computer software. The Company's credit facilities contain a term
loan and mortgage loan with required payment provisions.

Future minimum commitments as of February 1, 2003 are as follows:

<TABLE>
<CAPTION>
                                            Other
                                          operating
  Fiscal Year        Store leases           leases   Capital leases         Term loan    Mortgage loan             Total
  -----------        ------------           ------   --------------         ---------    -------------             -----

<S>                   <C>               <C>              <C>               <C>              <C>              <C>
  2003                $ 26,151,000      $   959,000      $   826,000       $   300,000      $   249,000      $ 28,485,000
  2004                  22,111,000          307,000          538,000         2,850,000          271,000        26,077,000
  2005                  16,250,000           57,000          151,000                 -          299,000        16,757,000
  2006                  11,753,000            5,000            5,000                 -          328,000        12,091,000
  2007                   8,977,000                -                -                 -          359,000         9,336,000
  Thereafter            12,867,000                -                -                 -        5,487,000        18,354,000
                  ----------------- ---------------- ---------------- ----------------- ---------------- -----------------
  Total               $ 98,109,000      $ 1,328,000      $ 1,520,000       $ 3,150,000      $ 6,993,000      $111,100,000
</TABLE>

The Company also has a revolving credit agreement which expires in July 2005
with an outstanding balance of $32,863,000 and outstanding letters of credit for
the purchase of merchandise inventories totaling approximately $7,301,000 at
February 1, 2003.

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 agreement, a
fixed-rate term loan 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 agreement for fiscal 2002 and fiscal
2001 would have increased pre-tax loss by approximately $309,000 and $275,000
for the respective time periods. Due to the fixed-rate nature of the term loan
agreement, a hypothetical 100 basis point adverse change (decrease) in interest
rates would have increased the estimated fair value of the Company's term loan
agreement by approximately $41,000 and $48,000 at February 1, 2003 and February
2, 2002, but would have had no effect on the Company's results of operations or
cash flows for fiscal 2002. 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 $595,000 and $664,000 at February 1, 2003 and
February 2, 2002, respectively, but would have had no effect on the Company's
results of operations or cash flows for fiscal 2002 and fiscal 2001.

EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards ("SFAS") 144, "Accounting for the Impairment of
Long-Lived Assets," which supercedes SFAS 121 and the accounting and reporting
provisions of APB 30 related to the disposal of a segment of a business. The
Company's adoption of SFAS 144 on February 3, 2002 had no material effect on the
Company's consolidated financial statements.

The FASB has issued SFAS 146, "Accounting for Costs Associated with Exit or
Disposal Activities," which nullifies the accounting and reporting provisions of
Emerging Issues Task Force ("EITF") 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (Including
Certain Costs in a Restructuring)." This statement is effective for exit or
disposal activities that are initiated after December 31, 2002, with earlier
adoption encouraged. The Company's adoption of SFAS 146 did not have a material
effect on the Company's results of operations or financial position.

In November 2002, the EITF reached a consensus on issues raised in EITF 02-16,
"Accounting by a Reseller for Cash Consideration Received from a Vendor." This
EITF issue addresses the timing of recognition for rebates that are earned by
resellers based on specified levels of purchases or over specified periods of
time. This guidance related to timing of recognition is to be applied
prospectively to new rebate arrangements entered into in fiscal periods
beginning after December 15, 2002. This EITF issue also addresses the
classification of cash consideration received from vendors in a reseller's
statement of operations. The guidance related to income statement classification
is to be applied in annual and interim financial statements for periods
beginning after December 15, 2002. The application of EITF 02-16 on February 3,
2002 had no material effect on the Company's results of operations or financial
position.

In November 2002, FASB Interpretation No. (`FIN 45") "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" was issued which, among other things, expands guarantor
financial statement disclosures about its obligations under certain guarantees
and requires the guarantor to recognize a liability for the fair value of an
obligation assumed under a guarantee. FIN 45 clarifies the requirements of SFAS
No. 5 "Accounting for Contingencies" relating to guarantees and its initial
recognition and measurement provisions are applied on a prospective basis to
guarantees issued or modified after December 31, 2002. FIN 45 does not
significantly impact the Company's financial statements or disclosures, nor is
it expected to significantly impact future results of operations or financial
position.

In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of FASB Statement No.
123." SFAS 148 provides alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based employee
compensation. In addition, SAFS 148 amends the disclosure requirements of SFAS
123, "Accounting for Stock-Based Compensation," to require more prominent
disclosure in both interim and annual financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The transition guidance and annual disclosure
provisions of SFAS 148 are effective for fiscal years ending after December 15,
2002. The interim disclosure provisions are effective for financial reports
containing financial statements for interim periods beginning after December 15,
2002. The Company has applied the disclosure provisions of SFAS 148 in the notes
to the consolidated financial statements for the year ended February 1, 2003.

In January 2003, FASB interpretation No. 46 ("FIN 46"), "Consolidation of
Variable Interest Entities" was issued which, among other things, provides
guidance on identifying variable interest entities ("VIE") and determining when
assets, liabilities, non-controlling interest, and operating results of a VIE
should be included in a company's consolidated financial statements, and also
requires additional disclosures by primary beneficiaries and other significant
variable interest holders. Certain disclosure requirements of FIN 46, if
applicable, are required for financial statements initially issued after January
31, 2003. Companies with variable interest in variable interest entities created
after January 31, 2003 shall apply the provisions of FIN 46 immediately. Public
entities with a variable interest in a variable interest entity shall apply the
provisions of FIN 46 no later than the first interim or annual reporting period
beginning after June 15, 2003. FIN 46 is not expected to significantly impact
the Company's financial statements or future results of operations.

In April 2003, SFAS No. 149 "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities" was issued which amends and clarifies the
accounting for derivative instruments, including certain derivative instruments
embedded in other contracts, and hedging activities under SFAS No. 133. It
requires, among other things, that contracts with comparable characteristics be
accounted for similarly and clarifies under what circumstances a contract with
an initial net investment meets the characteristic of a derivative and when a
derivative contains a financing component that warrants special reporting in the
statement of cash flows. SFAS No. 149 is effective generally for contracts
entered into and modified after June 30, 2003. Because the Company presently has
no derivative instruments, adoption is expected to have no effect on its
financial statements or disclosures.


ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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




<PAGE>



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 February 1, 2003
and February 2, 2002, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the three fiscal years in the
period ended February 1, 2003. Our audits also included the financial statement
schedule listed in the Index at Item 14. These financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 February 1, 2003
and February 2, 2002, and the results of its operations and its cash flows for
each of the three fiscal years in the period ended February 1, 2003, in
conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement schedule, 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.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note B to the
financial statements, the Company's recurring losses from operations, its
deficiency in working capital, and an uncertain retail environment raise
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are also described in Note B. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



DELOITTE & TOUCHE LLP
Greenville, South Carolina
May 16, 2003



<PAGE>


<TABLE>

                ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                                                        February 1,          February 2,
                                                                                           2003                  2002
                                                                                     ------------------   -------------------
<S>                                                                               <C>                  <C>
Assets
CURRENT ASSETS
  Cash and cash equivalents                                                       $          2,034,000 $           2,277,000
  Miscellaneous receivables, net of allowance for doubtful accounts
     of $112,000 and $128,000, respectively                                                  3,437,000             3,791,000
  Merchandise inventories                                                                   49,277,000            54,131,000
  Prepaid expenses                                                                           3,636,000             6,428,000
                                                                                     ------------------   -------------------
     TOTAL CURRENT ASSETS                                                                   58,384,000            66,627,000

PROPERTY AND EQUIPMENT, net                                                                 32,981,000            35,615,000

DEFERRED INCOME TAXES                                                                        1,007,000             2,825,000

OTHER ASSETS                                                                                 4,967,000             4,735,000
                                                                                     ------------------   -------------------
                                                                                  $         97,339,000 $         109,802,000
                                                                                     ==================   ===================

Liabilities and Shareholders' Equity
CURRENT LIABILITIES
  Accounts payable                                                                $         38,183,000 $          35,656,000
  Current portion of long-term debt and revolving credit agreement                          34,352,000            34,341,000
  Accrued salaries and wages                                                                 1,740,000             1,915,000
  Accrued employee benefits                                                                  1,423,000             1,559,000
  Income taxes payable                                                                         433,000               503,000
  Other accrued and sundry liabilities                                                       3,486,000             2,140,000
                                                                                     ------------------   -------------------
     TOTAL CURRENT LIABILITIES                                                              79,617,000            76,114,000
                                                                                     ------------------   -------------------

LONG-TERM DEBT                                                                              10,371,000            11,835,000
                                                                                     ------------------   -------------------
OTHER NON-CURRENT LIABILITIES                                                                3,231,000             2,548,000
                                                                                     ------------------   -------------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
  Preferred stock, par value $0.01 - authorized
       unissued 500,000 shares
  Common stock, par value $0.01 - authorized 10,000,000 shares;
       issued and outstanding 3,006,019 and 2,943,769 shares, respectively                      30,000                29,000
  Additional paid-in capital                                                                11,581,000            11,822,000
  (Accumulated deficit) retained earnings                                                   (7,450,000)            7,844,000
  Less:  treasury stock - 7,150 and 67,400 shares at cost, respectively                        (41,000)             (390,000)
                                                                                     ------------------   -------------------
                                                                                             4,120,000            19,305,000
                                                                                     ------------------   -------------------
                                                                                  $         97,339,000 $         109,802,000
                                                                                     ==================   ===================

See notes to consolidated financial statements
</TABLE>




<PAGE>



<TABLE>
                ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                                                             Fiscal Year Ended
                                                       --------------------------------------------------------------
                                                         February 1,           February 2,            February 3,
                                                             2003                 2002                    2001
                                                          (52 weeks)           (52 weeks)              (53 weeks)
                                                       -----------------    ------------------      -----------------

<S>                                                  <C>                  <C>                     <C>
NET SALES                                            $      331,771,000   $       340,430,000     $      355,624,000
Cost of goods sold, exclusive of depreciation
  and amortization shown separately below                   212,282,000           223,789,000            234,270,000
                                                       -----------------    ------------------      -----------------
GROSS MARGIN                                                119,489,000           116,641,000            121,354,000

Selling, general and administrative expenses                 87,911,000            88,378,000             88,280,000
Store rent and related expenses                              33,964,000            33,394,000             32,235,000
Depreciation and amortization expense                         6,797,000             6,783,000              6,215,000
Restructuring charge                                                 --                    --              1,017,000
Interest expense                                              3,431,000             3,458,000              2,737,000
                                                       -----------------    ------------------      -----------------

                                                            132,103,000           132,013,000            130,484,000
                                                       -----------------    ------------------      -----------------

LOSS BEFORE INCOME TAXES                                    (12,614,000)          (15,372,000)            (9,130,000)

Provision for (benefit from) income taxes                     2,680,000             4,340,000             (3,764,000)
                                                       -----------------    ------------------      -----------------

NET LOSS                                             $      (15,294,000)  $       (19,712,000)    $       (5,366,000)
                                                       =================    ==================      =================


NET LOSS  PER COMMON SHARE - BASIC
  AND DILUTED                                        $            (5.10)  $             (6.70)    $            (1.80)
                                                       =================    ==================      =================

Weighted average number of common shares
    outstanding - basic and diluted                           3,001,163             2,942,788              2,976,317
                                                       =================    ==================      =================

See notes to consolidated financial statements
</TABLE>




<PAGE>



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



                                                                       Retained                     Restricted
<CAPTION>
                                    Common Stock       Additional      Earnings                    Stock Awards-
                                --------------------     Paid-in     (Accumulated      Treasury      Unearned
                                 Shares       Amount     Capital        Deficit)         Stock     Compensation      Total
                             -------------  --------- -------------- -------------- -------------- -------------- --------------
<S>                         <C>            <C>       <C>            <C>             <C>            <C>            <C>
Balance at January 29, 2000    2,996,883     $30,000   $11,700,000    $32,922,000             --   $    (51,000)   $44,601,000
  Stock options exercised          1,429          --        12,000             --             --             --         12,000
  Repurchase of treasury stock   (67,400)     (1,000)           --             --      $(390,000)            --       (391,000)
  Net restricted stock activity   10,000          --        (4,000)            --             --         29,000         25,000
  Net loss                            --          --            --     (5,366,000)            --             --     (5,366,000)
                             -------------  --------- -------------- -------------- -------------- -------------- --------------
Balance at February 3, 2001    2,940,912      29,000    11,708,000     27,556,000       (390,000)       (22,000)    38,881,000
  Net restricted stock activity    2,857          --         8,000             --             --         22,000         30,000
  Net stock warrant activity          --          --       106,000             --             --             --        106,000
  Net loss                            --          --            --    (19,712,000)            --             --    (19,712,000)
                             -------------  --------- -------------- -------------- -------------- -------------- --------------
Balance at February 2, 2002    2,943,769      29,000    11,822,000      7,844,000       (390,000)            --     19,305,000
  Net restricted stock activity    2,000          --         3,000             --             --             --          3,000
  Net awards of treasury stock    60,250       1,000      (244,000)            --        349,000             --        106,000
  Net loss                            --          --            --    (15,294,000)            --             --    (15,294,000)
                             -------------  --------- -------------- -------------- -------------- -------------- --------------
Balance at February 1, 2003   3,006,019      $30,000   $11,581,000  $  (7,450,000)     $ (41,000) $          --    $ 4,120,000
                             =============  ========= ============== ============== ============== ============== ==============



See notes to consolidated financial statements
</TABLE>












<PAGE>



<TABLE>
                ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                                              Fiscal Year Ended
                                                                               -------------------------------------------------
                                                                                February 1,       February 2,      February 3,
                                                                                    2003             2002             2001
                                                                                 (52 weeks)       (52 weeks)       (53 weeks)
                                                                               ---------------  ----------------  --------------
<S>                                                                         <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                 $    (15,294,000) $    (19,712,000) $   (5,366,000)
   Adjustments to reconcile net loss to net cash provided
       by (used in) operating activities:
      Depreciation and amortization                                                6,797,000         6,783,000       6,215,000
      Provision for compensation - stock awards                                      110,000            30,000          26,000
      Deferred income taxes                                                        2,701,000         3,807,000      (4,924,000)
      Provision for impairment of and losses on disposal of property
        and equipment                                                                729,000           805,000       1,884,000
      Changes in operating assets and liabilities:
        Decrease (increase) in miscellaneous receivables and prepaid
          expenses                                                                 3,124,000        (2,214,000)     (1,288,000)
        Decrease (increase) in merchandise inventories                             4,854,000       (10,237,000)        231,000
        (Decrease) increase in Federal and state income taxes payable                (70,000)          757,000       1,910,000
        Increase (decrease)  in accounts payable and other liabilities             2,608,000        15,088,000      (3,240,000)
        Decrease (increase) in other non-current assets                              293,000           207,000        (181,000)
        Increase in other non-current liabilities                                    763,000           333,000          40,000
                                                                               ---------------  ----------------  --------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                6,615,000        (4,353,000)     (4,693,000)
                                                                               ---------------  ----------------  --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                                           (4,161,000)       (2,616,000)     (9,041,000)
    Proceeds from sale of property and equipment                                          --                --         552,000
    Purchases of other non-current assets (primarily software)                      (740,000)         (530,000)       (997,000)
    Issuance of related party loans                                                  (25,000)          (35,000)             --
    Repayment of related party loans                                                  60,000                --          70,000
                                                                               ---------------  ----------------  --------------
NET CASH USED IN INVESTING ACTIVITIES                                             (4,866,000)       (3,181,000)     (9,416,000)
                                                                               ---------------  ----------------  --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings from revolving credit agreement                                     779,000         3,531,000      17,374,000
  Proceeds from long-term debt                                                            --         4,150,000              --
  Repayment of long-term debt                                                       (889,000)         (192,000)       (344,000)
  Payment of capital lease obligations                                            (1,281,000)       (1,163,000)       (692,000)
  Debt financing costs incurred                                                     (481,000)         (478,000)       (124,000)
  Decrease in amount due to related parties                                         (120,000)         (157,000)       (143,000)
  Purchase of treasury stock                                                              --                --        (392,000)
  Proceeds from exercise of stock options                                                 --                --          12,000
                                                                               ---------------  ----------------  --------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                               (1,992,000)        5,691,000      15,691,000
                                                                               ---------------  ----------------  --------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                    (243,000)       (1,843,000)      1,582,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF FISCAL YEAR                              2,277,000         4,120,000       2,538,000
                                                                               ---------------  ----------------  --------------
CASH AND CASH EQUIVALENTS AT END OF  FISCAL YEAR                            $      2,034,000  $      2,277,000  $    4,120,000
                                                                               ===============  ================  ==============

SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                                             $      3,046,000  $      3,053,000  $    2,765,000
  Income taxes paid                                                                  151,000         1,126,000         310,000
  Non-cash investing and financing activities:
      Capital leases                                                                      --         1,594,000       2,390,000
      Issuance of restricted stock awards                                            108,000             8,000          99,000
      Issuance of stock warrants                                                          --           106,000              --

See notes to consolidated financial statements
</TABLE>

<PAGE>

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

NOTE A - Description of Business and Summary of Significant Accounting Policies

Business: One Price Clothing Stores, Inc. and subsidiaries (the "Company")
operates a chain of off-price specialty retail stores offering a wide variety of
first-quality, fashionable, in-season apparel and accessories, primarily for
women and children. Accordingly, the Company operates in one business segment.
The Company currently offers most of its apparel prices ranging between $7 and
$15 and offers certain additional categories and styles at prices up to $25 when
such merchandise is clearly desired by the Company's customers. At February 1,
2003, the Company operated 597 stores in 30 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.
The years ended February 1, 2003 ("fiscal 2002") and February 2, 2002 ("fiscal
2001") consist of 52 weeks. The year ended February 3, 2001 ("fiscal 2000")
consists of 53 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
accounting principles generally accepted in the United States of America
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. Significant estimates and assumptions made in the
preparation of these financial statements include the Company's reserves for
inventory, accrual for workers' compensation, impaired store reserves, and
valuation allowance for deferred tax assets.

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 February 1, 2003 and February 2, 2002, due
to their short-term nature or variable interest rates. The fair values of the
Company's mortgage loan and term loan (see Note B) at February 1, 2003 and
February 2, 2002 are 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.

Property and Equipment: Property and equipment is recorded at cost less
accumulated 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 unused net operating losses and tax credits, as well as
other 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. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized.

Purchased and Internally Developed Software: Purchased and internally developed
software are included in other assets and are amortized over their estimated
useful life of 5 years using the straight-line method. The gross amount of such
software was $5,151,000 and $4,417,000 at February 1, 2003 and February 2, 2002,
respectively. Accumulated amortization of such software was $2,912,000 and
$2,233,000 at February 1, 2003 and February 2, 2002, respectively.

Store Closing and Impairment Costs: 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 and fixtures and equipment are
written down based upon management's estimate of recoverability. Charges for
impairment are recorded as a component of selling, general and administrative
("SG&A") expenses. Through December 31, 2002, at the time management commited to
close a store, a provision was made for any remaining store lease obligation
after closing and penalties, if any, to cancel the lease obligation. Since
January 1, 2003, the Company applies the provisions of Statement of Financial
Accounting Standards ("SFAS") 146 (see below).

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 Pre-opening Costs: Costs associated with the opening of new stores are
expensed as incurred.

Advertising and Promotional Costs: Advertising and promotional costs are
expensed to SG&A when incurred and the Company receives allowances from certain
of its vendors to use to advertise certain vendor merchandise. Such expenses,
net of these allowances, were $1,706,000, $1,500,000 and $1,573,000 in fiscal
2002, 2001 and 2000, 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 and warrants outstanding, unless
antidilutive, during the period. On September 4, 2001, the Company effected a
1-for-3.5 reverse stock split. All amounts presented in the consolidated
financial statements and related notes have been retroactively adjusted to
reflect this split. See discussion below.

Stock Repurchase Program: On August 2, 2000, the Board of Directors authorized
the Company to repurchase up to 285,715 shares of its outstanding common stock
at market prices. The repurchase program authorizes purchases from time to time
in the open market or privately negotiated block transactions and contains no
expiration date. The authorization represented approximately 9.5% of the
outstanding common stock of the Company as of August 2, 2000. As of February 1,
2003 the Company had repurchased 67,400 shares for an aggregate purchase of
$392,000 (average of $5.82 per share) and awarded 60,250 shares of these shares
to its employees, leaving 7,150 shares for a net purchase price of $41,000.

Reclassifications: Certain amounts included in prior periods' financial
statements have been reclassified to conform to the fiscal 2002 presentation.

Effect of New Accounting Pronouncements:
The FASB has issued SFAS 144, "Accounting for the Impairment of Long-Lived
Assets," which supercedes SFAS 121 and the accounting and reporting provisions
of APB 30 related to the disposal of a segment of a business. The adoption of
SFAS 144 on February 3, 2002 had no material effect on the Company's
consolidated financial statements.

The FASB has issued SFAS 146, "Accounting for Costs Associated with Exit or
Disposal Activities," which nullifies the accounting and reporting provisions of
Emerging Issues Task Force ("EITF") 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (Including
Certain Costs in a Restructuring)." This statement is effective for exit or
disposal activities that are initiated after December 31, 2002, with earlier
adoption encouraged. The adoption of SFAS 146 did not have a material effect on
the Company's results of operations or financial position.

In November 2002, the EITF reached a consensus on issues raised in EITF 02-16,
"Accounting by a Reseller for Cash Consideration Received from a Vendor." This
EITF issue addresses the timing of recognition for rebates that are earned by
resellers based on specified levels of purchases or over specified periods of
time. This guidance related to timing of recognition is to be applied
prospectively to new rebate arrangements entered into in fiscal periods
beginning after December 15, 2002. This EITF issue also addresses the
classification of cash consideration received from vendors in a reseller's
statement of operations. The guidance related to income statement classification
is to be applied in annual and interim financial statements for periods
beginning after December 15, 2002. The application of EITF 02-16 on February 3,
2002 had no material effect on the Company's results of operations or financial
position.

In November 2002, FASB Interpretation No. (`FIN 45") "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" was issued which, among other things, expands guarantor
financial statement disclosures about its obligations under certain guarantees
and requires the guarantor to recognize a liability for the fair value of an
obligation assumed under a guarantee. FIN 45 clarifies the requirements of SFAS
No. 5 "Accounting for Contingencies" relating to guarantees and its initial
recognition and measurement provisions are applied on a prospective basis to
guarantees issued or modified after December 31, 2002. FIN 45 does not
significantly impact the Company's financial statements or disclosures, nor is
it expected to significantly impact future results of operations or financial
position.

In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of FASB Statement No.
123." SFAS 148 provides alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based employee
compensation. In addition, SAFS 148 amends the disclosure requirements of SFAS
123, "Accounting for Stock-Based Compensation," to require more prominent
disclosure in both interim and annual financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The transition guidance and annual disclosure
provisions of SFAS 148 are effective for fiscal years ending after December 15,
2002. The interim disclosure provisions are effective for financial reports
containing financial statements for interim periods beginning after December 15,
2002. The Company has applied the disclosure provisions of SFAS 148 in the notes
to the consolidated financial statements for the year ended February 1, 2003.

In January 2003, FASB interpretation No. 46 ("FIN 46"), "Consolidation of
Variable Interest Entities" was issued which, among other things, provides
guidance on identifying variable interest entities ("VIE") and determining when
assets, liabilities, non-controlling interest, and operating results of a VIE
should be included in a company's consolidated financial statements, and also
requires additional disclosures by primary beneficiaries and other significant
variable interest holders. Certain disclosure requirements of FIN 46, if
applicable, are required for financial statements initially issued after January
31, 2003. Companies with variable interest in variable interest entities created
after January 31, 2003 shall apply the provisions of FIN 46 immediately. Public
entities with a variable interest in a variable interest entity shall apply the
provisions of FIN 46 no later than the first interim or annual reporting period
beginning after June 15, 2003. FIN 46 is not expected to significantly impact
the Company's financial statements or future results of operations.

In April 2003, SFAS No. 149 "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities" was issued which amends and clarifies the
accounting for derivative instruments, including certain derivative instruments
embedded in other contracts, and hedging activities under SFAS No. 133. It
requires, among other things, that contracts with comparable characteristics be
accounted for similarly and clarifies under what circumstances a contract with
an initial net investment meets the characteristic of a derivative and when a
derivative contains a financing component that warrants special reporting in the
statement of cash flows. SFAS No. 149 is effective generally for contracts
entered into and modified after June 30, 2003. Because the Company presently has
no derivative instruments, adoption is expected to have no effect on its
financial statements or disclosures.

Stock-Based Compensation: The Company applies the principles of Accounting
Principles Board ("APB") Opinion 25 in accounting for employee stock option
plans (the intrinsic value method). Accordingly, no compensation cost has been
recognized in the Company's financial statements for the fiscal years ended
February 1, 2003 and February 3, 2001. The Company recorded $106,000 of
compensation cost related to the issue of warrants to non-employees during the
year ended February 2, 2002. 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 $79,000, $436,000, and $256,000 for the fiscal years
ended February 1, 2003, February 2, 2002, and February 3, 2001, 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:

<TABLE>
<CAPTION>
                                                    Fiscal Year Ended
                                 -------------------------------------------------------
                                 February 1, 2003    February 2, 2002   February 3, 2001
                                 ----------------    ----------------   ----------------
<S>                                   <C>                 <C>                <C>
Risk-free interest rate                 2.5%                3.4%               6.1%
Expected life from vest date          1 year              1 year             1 year
Expected volatility                     140%                110%               125%
Dividend yield                          -0-%                -0-%               -0-%
</TABLE>

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 (as amended), the Company's compensation
cost (net of tax), net loss and net loss per common share, basic and diluted,
would have been affected as indicated in the pro-forma amounts below:

<TABLE>
<CAPTION>
                                                                         Fiscal Year Ended
                                                     --------------------------------------------------------
                                                          February 1,        February 2,       February 3,
                                                             2003               2002              2001
                                                     ----------------  -----------------  -------------------

<S>                                                  <C>               <C>                <C>
Compensation costs recognized using APB Opinion 25   $         --      $     106,000      $         --

Compensation costs if recognized under SFAS 123,
   net of income taxes of $0, $0 and $167,000        $     79,000      $     542,000      $    256,000

Net loss                                Actual       $(15,294,000)     $ (19,712,000)     $ (5,366,000)
                                        Pro-forma    $(15,373,000)     $ (20,148,000)     $ (5,622,000)

Net loss per share - basic              Actual       $      (5.10)     $       (6.70)     $      (1.80)
                                        Pro-forma    $      (5.12)     $       (6.85)     $      (1.89)

Net loss per share - diluted            Actual       $      (5.10)     $       (6.70)     $      (1.80)
                                        Pro-forma    $      (5.12)     $       (6.85)     $      (1.89)
</TABLE>

NOTE B - Financial Results and Liquidity

Pending Equity Investment

As part of its plan to improve its overall liquidity and capital  resources,  as
more fully discussed  below,  the Company has recently entered into an exclusive
non-binding  letter  of  intent  with  an  investment  firm  for  a  substantial
investment of new equity in the Company. The equity investment envisioned in the
non-binding  letter of intent is  subject to a number of  conditions,  including
final  approval  by the Board of  Directors  of the  Company.  The  Company  and
investor have completed a substantial  portion of the due diligence  required to
complete  the  pending  investment  and  expect  that  such  investment  will be
finalized within 30 days of this report. However, there can be no assurance that
this investment will be completed.


<PAGE>



Operations and Strategies

The Company has incurred operating losses for the past three fiscal years, and
as of February 1, 2003, the Company had a substantial working capital deficit.
These recent losses have been exacerbated by difficult economic conditions
existing in the retail market within which the Company operates. The Company
responded to this recurring loss situation by:

o    initiating a restructuring plan during the fourth quarter of fiscal 2000
     which was completed during fiscal 2001 (See Note J).
o    amending its credit facilities to obtain a term loan of $4 million (which
     matures in fiscal 2004) (See Note C). At February 1, 2003, a balance of
     $3,150,000 remained on this term loan, of which $300,000 is classified in
     current liabilities in the Consolidated Balance Sheet and $2,850,000 is
     classified in long-term debt in the Consolidated Balance Sheet.
o    increasing the borrowing limit in its revolving credit agreement to
     $40,000,000 and extended its term through July 2005 (See Note C).
o    implementing a revised merchandising strategy which focuses resources on
     higher margin, faster-turning women's and children's apparel and women's
     accessories categories and eliminates and/or de-emphasizes low-margin,
     slow-turning categories of merchandise (including gifts, home furnishings,
     children's accessories, uniforms and men's apparel). The Company plans to
     continue this focused merchandising approach during fiscal 2003.
o    refocusing its store development strategy by reducing the number of new
     store openings while focusing on relocating and expanding existing stores
     in proven locations, including several large stores. The Company plans to
     continue this store development approach during fiscal 2003, including the
     opening or reconfiguration of approximately eight large stores which will
     offer the Company's "BestPrice! Kids" and "BestPrice! Plus" concepts as
     separate "stores within a store."
o    implementing a marketing and advertising strategy involving targeted
     programs for specific regions, including direct mail, newspaper inserts,
     in-store collateral and electronic media.
o    implementing changes in its distribution system to increase efficiencies
     including increasing the amount of floor-ready merchandise and thereby
     reducing processing costs.
o    initiating efforts to reduce selling, general and administrative expense.

Since the end of fiscal 2002, the Company has experienced a negative sales trend
as compared with the same period in prior fiscal years, even after adjusting for
the decrease in the number of stores the Company operates. The Company's net
sales for the first quarter of fiscal 2003 were 11.6% below those for the same
quarter of fiscal 2002 which is well below the level of sales assumed in the
Company's fiscal 2003 business plan. Comparable store sales for the first
quarter of fiscal 2003 decreased 10.0% as compared with the same period in
fiscal 2002. This difficult sales trend occurred in one of the historically
strongest net sales quarters of the Company's fiscal year.

The current sales trend has negatively affected the Company's liquidity and
capital resources in the first quarter of 2003. If this sales trend continues in
the second quarter of 2003, historically the largest sales volume and most
profitable quarter of the Company's fiscal year, the Company may not continue to
be in compliance with its covenants under its credit facility with its primary
lender. This credit facility subjects the Company to certain covenants requiring
a minimum level of earnings before interest, taxes, depreciation and
amortization (EBITDA), a minimum gross profit percentage and certain sales and
inventory levels that are measured monthly. There can be no assurance that the
Company's primary lender would waive any instances of non-compliance with
financial covenants or amend the credit agreement to adjust such financial
covenants. As a result, if the trend of declining net sales continues, the
Company's results of operations and its liquidity and capital resources could
continue to be negatively affected as funds may not be available under its
revolving credit facility and its cash flow may not be sufficient to meet the
Company's cash needs to operate its business.

The Company has developed a plan to address these issues. This plan is designed
to provide for additional equity being invested in the Company (see "Pending
Equity Investment" above), restructure current financing arrangements, continue
focusing merchandising efforts on its higher-margin, core apparel items, reduce
operating expenses, and continue its investment in its tri-box store concept
while identifying under-performing stores for closure. The Company's ability to
meet all obligations as they come due for fiscal 2003, including planned capital
expenditures, is dependent upon the success in achieving the objectives of this
plan. Additionally, achieving the results contained within the fiscal 2003
business plan will require a reversal of the current negative sales trend. If
the current negative sales trend being experienced is not reversed, or if the
Company is not successful in obtaining new equity investments in amounts and
terms acceptable to the Company, meeting obligations as they come due will
require additional cash generated from operations, including increases in
outstanding amounts of trade accounts payable. There can be no assurance that
should this be necessary, the Company will be successful in extending the
balance in trade accounts payable and still procure inventory in the quantities
and mix required to achieve its forecasted level of sales. There also can be no
assurance that the Company will be successful in achieving the objectives of its
plan as outlined above, its forecasted results of operations and financial
condition, and in meeting its obligations as they come due. The existence of the
uncertainies as to the Company's ability to achieve these objectives, raises
substantial doubt as to the Company's ability to continue as a going concern.


NOTE C - Credit Facilities

The Company has a credit facility with its primary lender that includes a
revolving credit agreement of up to $40,000,000 (including a letter of credit
sub-facility of up to $25,000,000) through July 2005. Borrowings under the
Company's revolving credit agreement with its 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). Amounts outstanding under the revolving credit agreement of
$32,863,000 and $32,084,000 as of February 1, 2003 and February 2, 2002,
respectively, are classified as current liabilities in the accompanying
consolidated balance sheets. Under the revolving credit agreement, the
borrowings bear interest, at the Company's option (subject to certain
limitations in the agreement), at the Prime Rate plus 0.5% or the Adjusted
Eurodollar Rate, as defined in such agreement, plus 2.25%. The agreement was
amended in September 2002 for the purpose of increasing the maximum credit
permitted under the facility from $37,500,000 to $40,000,000. The credit
facility also includes a $4,000,000 term loan. At February 1, 2003, a balance of
$3,150,000 remained on this term loan, of which $300,000 is classified in
current liabilities and $2,850,000 is classified in long-term debt in the
consolidated balance sheet. A final principal payment on the term loan of
$2,150,000 is due in July 2004.

Maximum borrowings under the revolving credit agreement and utilization of the
letter of credit facility are based on a borrowing base formula determined with
respect to eligible inventory as defined in such agreement. As a result,
availability under the revolving credit facility fluctuates in accordance with
the Company's seasonal variations in inventory levels. 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. At February 1, 2003, the
Company had approximately $2.6 million of excess availability under the
borrowing base formula (see also the related debt covenant discussed below). The
Company is charged a commitment fee of 0.25% per annum on the unused portion of
the revolving credit agreement. Under the term loan portion of the revolving
credit agreement, the borrowings bear interest at the rate of 15.0% per annum.

The Company's revolving credit agreement contains certain financial and
non-financial covenants, which the Company amended in April and May 2003.
Among other things, these covenants prohibit the Company from paying dividends,
restrict the ability of the Company to incur additional indebtedness or encumber
or dispose of assets, limit the amount of its own stock the Company can
repurchase, and require the Company to maintain a minimum level of excess
availability of $1,500,000.

The Company's amended credit agreement with its primary lender contains
financial covenants, measured monthly, that require the Company to meet certain
required levels of sales and establishes minimum levels of inventory purchases.
In addition, beginning in the second quarter of fiscal 2003, the Company will be
subject to certain covenants, which will be measured quarterly, requiring a
minimum level of earnings before interest, taxes, depreciation and amortization
(EBITDA) and a minimum gross profit percentage. Achieving results of operations
and financial condition for fiscal 2003 at levels that result in the Company
complying with all financial covenants depends upon the Company meeting certain
targets of net sales, gross margin and operating expenses. If the Company is not
successful in achieving these targets, the Company may not satisfy certain
financial covenants during fiscal 2003. The Company has been successful in
obtaining amendments to its credit agreement with its primary lender in the past
and, if necessary, would seek additional amendments or waivers to the
requirements of current covenants. There can be no assurance that the Company
would be successful in obtaining an amendment or waiver from its primary lender
should it not be in compliance with a financial covenant during fiscal 2003.



<PAGE>



The maximum and average amounts outstanding during fiscal 2002 and 2001 and
amounts outstanding at the end of such periods for the revolving credit
agreement are presented as follows:

<TABLE>
<CAPTION>
                                                       Fiscal Year Ended
                                               ---------------------------------
                                                  February 1,      February 2,
                                                       2003             2002
                                               ---------------  ----------------
<S>                                              <C>              <C>
Revolving credit agreement:
     Maximum amounts outstanding                 $34,234,000      $33,447,000
     Average amounts outstanding                  30,862,000       27,547,000
     Outstanding at period end                    32,863,000       32,084,000
</TABLE>

The Company also has an agreement with a commercial bank to provide a separate
letter of credit facility of up to $8,000,000. The Company had outstanding
letters of credit for the purchase of merchandise inventories totaling
approximately $7,301,000 and $7,644,000 at February 1, 2003 and February 2,
2002, respectively. This agreement expires on the earlier of June 30, 2003 or
termination of the Company's revolving credit agreement with its primary lender.
Letters of credit issued under the agreement are collateralized by inventories
purchased using such letters of credit. Under this agreement, which was amended
in January and April 2003, the Company is required to maintain a $5,000,000
minimum level of adjusted working capital.

The Company entered into a twenty-year mortgage agreement with a commercial bank
in June 1997. The agreement, which had an original balance of $8,125,000, is
secured by the Company's real property located at its corporate offices
including land, buildings, fixtures and improvements. The mortgage agreement,
which had a principal balance outstanding of $6,993,000 at February 1, 2003, 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.


Annual maturities of the Company's term loan and mortgage loan are as follows:
<TABLE>
<CAPTION>

              Fiscal Year                          Term Loan          Mortgage Loan
              -----------                         ----------          -------------
              <S>                                 <C>                    <C>
              2003                                $  300,000             $  249,000
              2004                                 2,850,000                271,000
              2005                                         -                299,000
              2006                                         -                328,000
              2007                                         -                359,000
              Thereafter                                   -              5,487,000
                                                  ----------             ----------
              Total                               $3,150,000             $6,993,000
                                                  ==========             ==========
</TABLE>

The fair value of the Company's outstanding term loan at February 1, 2003 and
February 2, 2002 was $3,219,000 and $4,082,000, respectively. The fair value of
the Company's outstanding mortgage obligation at February 1, 2003 and February
2, 2002 was $9,042,000 and $9,475,000, respectively. Fair value is determined
based on discounted cash flows using the Company's estimated currently available
borrowing rate.

Collectively, the credit facilities contain certain financial and non-financial
covenants, with which the Company was in compliance at February 1, 2003.

The Company's weighted average interest rate for all borrowings was 5.8%, 6.9%
and 8.7% in fiscal 2002, fiscal 2001 and fiscal 2000, respectively.


<PAGE>



The Company's capital leases for certain office equipment and computer software
were calculated using interest rates appropriate at the inception of each lease.
Future minimum lease payments for capitalized lease obligations as of February
1, 2003 were as follows:

<TABLE>
<CAPTION>

                     <S>                                                 <C>
                     Fiscal Year:
                     2003                                                    $   826,000
                     2004                                                        538,000
                     2005                                                        151,000
                     2006                                                          5,000
                     2007                                                             --
                                                                         -----------------
                     Total minimum obligations                                 1,520,000
                     Less: interest                                             (140,000)
                                                                         -----------------
                     Present value of net minimum obligations                  1,380,000
                     Less: current portion                                      (786,000)
                                                                         -----------------
                     Long-term obligation at February 1, 2003                $   594,000
                                                                         =================
</TABLE>

The current portion of the capital lease obligation is included in current
portion of long-term debt and revolving credit agreement, and the long-term
obligation is included in long-term debt on the Consolidated Balance Sheets.


NOTE D - Property and Equipment
<TABLE>
<CAPTION>
                                                                           February 1,                 February 2,
                                                                              2003                        2002
                                                                       -----------------           ----------------
<S>                                                                    <C>                         <C>
   Land                                                                $      878,000              $      878,000
   Land improvements                                                          494,000                     494,000
   Buildings                                                               16,061,000                  16,061,000
   Leasehold improvements                                                  21,093,000                  20,103,000
   Fixtures and equipment                                                  36,931,000                  36,071,000
                                                                       ---------------             ---------------
                                                                           75,457,000                  73,607,000
   Less: accumulated depreciation and amortization                        (42,476,000)                (37,992,000)
                                                                       ---------------             ---------------
                                                                       $   32,981,000              $   35,615,000
                                                                       ===============             ===============
</TABLE>

Gross amounts of capital lease assets, included in the amounts presented above,
were $4,501,000 and $5,071,000 at February 1, 2003 and February 2, 2002,
respectively. Accumulated amortization of such assets was $2,579,000 and
$2,065,000 at February 1, 2003 and February 2, 2002, respectively.


NOTE E - Income Taxes

The provision for (benefit from) income taxes consists of the following:

<TABLE>
<CAPTION>
                                                                         Fiscal Year Ended
                                                         ---------------------------------------------------
                                                          February 1,      February 2,       February 3,
                                                              2003             2002              2001
                                                         ---------------  ---------------  -----------------
<S>                                                      <C>              <C>              <C>
Current:
  Federal                                                   $ (110,000)       $       -     $     (48,000)
  State and local                                                    -                -            29,000
  Puerto Rico                                                   84,000          294,000           956,000
  Virgin Islands                                                 5,000          239,000           223,000
Deferred:
  Federal                                                    2,377,000        3,350,000        (4,343,000)
  State and local                                              324,000          457,000          (638,000)
  Puerto Rico                                                        -                -            57,000
                                                         ---------------  ---------------  -----------------
Total provision for (benefit from) income taxes             $2,680,000        $4,340,000    $  (3,764,000)
                                                         ===============  ===============  =================
</TABLE>



<PAGE>



A reconciliation of the statutory federal income tax (benefit) rate to the
annual effective income tax (benefit) rate follows:

<TABLE>
<CAPTION>
                                                                                 Fiscal Year Ended
                                                              ---------------------------------------------------------
                                                                February 1,         February 2,         February 3,
                                                                    2003               2002                 2001
                                                              -----------------   ----------------    -----------------
<S>                                                               <C>                 <C>                 <C>
Federal income tax (benefit) at statutory rate                    (35.0)%             (35.0)%             (35.0)%
State and local income tax (benefit), net of federal tax           (5.1)               (1.1)               (4.3)
Foreign tax rate differential                                      (0.1)                0.3                 1.9
Tax benefit from federal jobs credits                              (0.8)               (1.7)               (3.4)
Change in valuation allowance                                      62.7                65.7                   -
Other, net                                                         (0.4)                  -                (0.4)
                                                              -----------------   ----------------    -----------------
Effective income tax (benefit) rate                                21.3%               28.2%              (41.2)%
                                                              =================   ================    =================
</TABLE>


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

                                                                                      February 1,           February 2,
                                                                                         2003                  2002
                                                                                 ----------------      ----------------
<S>                                                                              <C>                   <C>
Gross deferred income tax assets:
  Accrued employee benefits deductible for tax purposes when paid                  $     601,000         $     629,000
  Accrued retirement benefits deductible for tax purposes when paid                      276,000               315,000
  Accrued store closing and restructuring costs deductible for tax
      purposes when paid                                                                 528,000               527,000
  Federal, state and local net operating loss and credit carryforwards                17,272,000            12,121,000
  Accrued rent                                                                           515,000                     -
  Other                                                                                  425,000               300,000
                                                                                 ----------------      ----------------
                                                                                      19,617,000            13,892,000
Valuation allowance                                                                  (17,995,000)          (10,091,000)
                                                                                 ----------------      ----------------
  Gross deferred income tax assets, net of valuation allowance                         1,622,000             3,801,000

Gross deferred income tax liabilities:
  Excess of financial statement over tax basis of property and equipment                (133,000)             (231,000)
  Excess of financial statement over tax basis of inventory                           (1,483,000)             (869,000)
  Other                                                                                   (6,000)                    -
                                                                                 ----------------      ----------------
       Gross deferred income tax liabilities                                          (1,622,000)           (1,100,000)
                                                                                 ----------------      ----------------

Net deferred income tax asset                                                      $           -           $ 2,701,000
                                                                                 ================      ================
</TABLE>

The net deferred income tax assets at February 1, 2003 and February 2, 2002,
respectively, are recorded in the accompanying Consolidated Balance Sheet as
follows:
<TABLE>
<CAPTION>
                                                                     February 1,              February 2,
                                                                      2003                       2002
                                                                  -------------             -------------
<S>                                                               <C>                        <C>
Current deferred income tax liability                             $ (1,007,000)              $  (124,000)
Non-current deferred income tax asset                                1,007,000                 2,825,000
                                                                  -------------             -------------
Net deferred income tax asset                                     $          -              $  2,701,000
                                                                  =============             =============
</TABLE>

On March 9, 2002, President Bush signed into law, H.R. 3090, the Job Creation
and Worker Assistance Act of 2002 (the "Act"). The Act allowed the Company to
carry back alternative minimum tax ("AMT") net operating losses ("NOL")
generated in 2001 which will result in a cash refund of AMT tax paid of
approximately $110,000 in 2003. The Company has recorded a current receivable
for this refund.

At February 1, 2003, the Company had gross Federal net operating loss
carryforwards aggregating approximately $38,722,000, state net operating loss
carryforwards of $44,740,000 and tax credits of $1,907,000. These net operating
losses and credit carryforwards are available to reduce Federal, state and local
income tax by approximately $17,272,000 (net operating losses of $15,365,000 and
tax credits of $1,907,000). These net operating losses and credit carryforwards
expire between 2002 and 2022 with the substantial portion of these expiring
after 2019. In addition, at February 1, 2003, temporary differences of
$2,813,000 existed representing future income tax deductions. Management cannot
be assured that the deferred income tax assets related to these temporary
differences and carryforwards will be fully utilized or realized. Accordingly, a
valuation allowance of $17,995,000 has been provided against the net deferred
income tax asset as of February 1, 2003. This balance represents a change to
lower the net deferred income tax asset by $7,904,000 between February 2, 2002
and February 1, 2003. During fiscal 2002 and 2001, this valuation allowance was
increased by $7,904,000 and $10,091,000, respectively. The increase to the
valuation allowance in 2002 includes $2,400,000 related to previously recorded
deferred tax assets.


NOTE F - Commitments and Contingencies

Litigation

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, even 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 February 1, 2003 for non-cancelable
leases (excluding contingent rentals, but including those which may qualify for
early termination) are approximately as follows:

<TABLE>
<CAPTION>
                 Fiscal Year                        Stores                 Other               Total
                 -----------                    -----------          ------------         -----------

<S>                 <C>                         <C>                  <C>                  <C>
                    2003                        $26,151,000          $    959,000         $27,110,000
                    2004                         22,111,000               307,000          22,418,000
                    2005                         16,250,000                57,000          16,307,000
                    2006                         11,753,000                 5,000          11,758,000
                    2007                          8,977,000                     -           8,977,000
                    Thereafter                   12,867,000                     -          12,867,000
                                                -----------          ------------         -----------
                    Total                       $98,109,000          $  1,328,000         $99,437,000
                                                ===========          ============         ===========
</TABLE>

Total rental expense for operating leases was as follows:

<TABLE>
<CAPTION>
                                                                  Fiscal Year Ended
                                               ----------------------------------------------------------
                                               February 1,           February 2,              February 3,
                                                   2003                  2002                     2001
                                               -----------           -----------              -----------

<S>                                            <C>                   <C>                      <C>
      Minimum rentals                          $29,115,000           $28,077,000              $27,336,000
      Contingent rentals                         7,434,000             6,882,000                6,348,000
                                               -----------           -----------              -----------
                                               $36,549,000           $34,959,000              $33,684,000
                                               ===========           ===========              ===========
</TABLE>


NOTE G - Employee Benefits, Shareholders' Rights and Warrants

Stock Option Plans: The Company has three stock option plans (the "1991 Plan,"
the "1988 Plan" and the "1987 Plan") 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 three stock option 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 are no longer available for grant
under the 1987 Plan and 1988 Plan. Options canceled under the 1991 Plan are
available for reissuance. The 1991 Plan also provides for a reserve of up to
14,000 shares of restricted stock to be awarded from the total number of shares
issuable under the 1991 Plan. At February 1, 2003, a total of 107,000 shares of
common stock were reserved for issuance under the 1991 Plan.

The Company has a Non-Employee Director Stock Option Plan (the "1995 Plan")
which provides for annual grants to non-employee members of the Company's Board
of Directors. Such grants are immediately exercisable on the date of grant and
expire ten years from the date of grant. The 1995 Plan also provides for a
reserve of up to 21,000 shares of restricted stock from the total number of
shares issuable under the plan. At February 1, 2003, 1,000 shares of common
stock were reserved for issuance under the 1995 Plan.

In October 2002, the Company adopted deminimis stock option plans which provide
for grants to employee executives (the "deminimis management plan") and to
non-employee members of the Company's Board of Directors (the "deminimis
directors plan"). To date, no options have been awarded from these plans. At
February 1, 2003, 17,000 shares and 8,000 shares of common stock were reserved
for issuance under the deminimis management plan and deminimis directors plan,
respectively.

Effective April 1998, the Company's Board of Directors approved a special stock
option grant for 23,000 shares at the exercise price of $6.20 per share (fair
market value at the time of grant) to its present Chairman of the Board of
Directors and Chief Executive Officer. 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.

Effective April 1999, the Company's Board of Directors approved a special stock
option grant for 11,000 shares at the exercise price of $15.65 per share (fair
market value at the time of grant) to its Senior Vice President and Chief
Financial Officer. The shares vest ratably over four years. The options expire
ten years from the date of the grant.

Effective October 2000, the Company's Board of Directors approved a special
stock option grant for 14,000 shares at the exercise price of $3.50 per share
(fair market value at the time of grant) to its Senior Vice President and
General Merchandise Manager. One fifth 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.

A summary of the activity in the Company's stock options is presented below:

<TABLE>
<CAPTION>

                                                 Fiscal 2002                Fiscal 2001                 Fiscal 2000
                                          ----------------------------------------------------------------------------------
                                                         Weighted                    Weighted                   Weighted
                                            Number        Average        Number       Average       Number      Average
                                              of         Exercise          of        Exercise         of        Exercise
                                            Shares         Price         Shares        Price        Shares       Price
                                            -------      --------        ------      --------       ------       -----
<S>                                         <C>            <C>          <C>            <C>         <C>          <C>
Outstanding at beginning of year            351,050        $10.79       432,171        $13.45      376,404      $15.26
Options granted                              40,145        $ 1.74        65,092        $ 3.13      120,940      $ 8.93
Options exercised                                --        $   --            --        $   --       (1,429)     $ 8.54
Options cancelled                           (83,052)       $14.61      (146,213)       $15.24      (63,744)     $15.68
                                            --------                   ---------                   --------

Outstanding at end of year                  308,143        $ 7.58       351,050        $10.79      432,171      $13.45
                                            =========                   =========                  =========

Exercisable at end of year                  206,547                     180,317                    244,930
                                            =========                   =========                  =========

Weighted average fair value of
options granted during the year (see
below)                                                     $ 1.23                      $ 2.00                   $ 6.76
</TABLE>



The following table summarizes information about stock options outstanding at
February 1, 2003:

<TABLE>
<CAPTION>
                                                         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
           -----------------------            -----------     ------------      ------------ ---------        -------------

           <S>                                     <C>            <C>           <C>          <C>               <C>
           $  0.41 to  $ 2.34                      38,145         6.3           $  1.98          -0-           $   2.18
           $  2.65 to  $ 3.15                      71,138         7.2           $  3.06       47,817           $   3.04
           $  3.18 to  $11.49                      88,932         6.4           $  8.17       65,121           $   7.81
           $ 11.92 to  $15.31                      82,961         5.5           $ 13.73       69,841           $  13.65
           $ 15.64 to  $52.21                      26,967         4.7           $ 18.32       23,768           $  18.67
                                               -----------                                 ----------
                                                  308,143         6.3           $  7.58      206,547           $   8.24
                                               ===========                                 ==========
</TABLE>

Restricted Stock Plans: The 1991 Plan provides for a reserve of up to 14,000
shares of restricted stock to be awarded from the total number of shares
available under the plan. During the year ended February 1, 2003, the Company
awarded 2,000 shares of common stock which had a fair value at the date of the
grant of $3,000. During the year ended February 2, 2002, the Company awarded
2,857 shares of common stock which had a fair value at the date of the grant of
$8,000. Sale of the stock awarded is restricted for three months from the date
of grant contingent upon continuity of service. Net compensation of $3,000 and
$2,000 was charged to earnings in fiscal 2002 and 2001, respectively. Forfeiture
of certain shares of restricted stock resulted in a credit to earnings of $2,000
in fiscal 2000. At February 1, 2003, 12,000 shares were available for issuance.

The 1995 Plan provides for a reserve of up to 21,000 shares of restricted stock
to be awarded from the total number of shares issuable under the 1995 Plan. For
the years ended February 1, 2003 and February 2, 2002, the Company awarded no
shares of common stock under the 1995 Plan. Compensation for 16,000 previously
awarded shares under the plan amounted to $28,000 each in fiscal 2002, 2001 and
fiscal 2000. At February 1, 2003, 15,000 shares were available for issuance.

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 currently matches 50% of each
participant's contribution with a maximum match 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 matches (approximately $252,000,
$289,000 and $348,000 in fiscal 2002, 2001 and 2000, respectively) vest ratably
over five years.

Deferred Compensation Plans: The Company has a Deferred Compensation Plan for
employees that allows eligible participants, as defined by the Plan, to enhance
their retirement security by deferring compensation in order to receive benefits
at retirement, death, separation of service, or as otherwise provided by the
Plan. Eligible participants may elect to defer an amount of up to 15% of the
participant's compensation less the participant's 401(k) contributions. The
Company currently matches 50% of each participant's contribution with a maximum
match of 2.5% of the participant's base compensation, less amounts matched under
the 401(k) plan. Employer matches (approximately $54,000, $51,000 and $30,000 in
fiscal 2002, 2001 and 2000, respectively) vest ratably over five years.

The Company has a Deferred Compensation Plan for Non-Employee Directors that
allows eligible Directors, as defined by the Plan, to enhance their retirement
security by deferring compensation in order to receive benefits at cessation of
membership on the Company's Board of Directors, death, or as otherwise provided
by the Plan. Eligible Directors may each elect to defer any percentage or amount
of their Director's compensation not exceeding $30,000 in any given year.

Stock Purchase Plan: The Company has an employee 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 plan custodian purchases common
stock of the Company at prevailing market prices and distributes the shares
purchased to the participants upon request.

Shareholders' Rights Plan: The Company adopted a Shareholders' Rights Plan which
expires in November 2004. Each shareholder is entitled to one Right (as defined)
for each share of common stock held in order to provide enhanced dilution. 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 15% or more of the outstanding shares of common stock. There were
no rights issued or outstanding under the Shareholders' Rights Plan in fiscal
2002, 2001 and 2000, respectively.

Warrants: During the year ended February 2, 2002, the Company issued 60,000
warrants to purchase its common stock to a participant in the Company's
revolving credit agreement. As a result, the Company recorded expense of
$106,000 for the year ended February 2, 2002, based upon the Black-Scholes
option pricing model. The following assumptions were used in the Black-Scholes
option pricing model for warrants issued: risk-free interest rate of
approximately 3.4%; an expected life of approximately one year from the vest
date; 110% expected volatility; and no payment of dividends. The expected life
of the warrants issued and the stock price volatility during the expected life
of the warrants were estimated based upon historical experience and management's
expectations. The Company issued no warrants in fiscal 2002 or fiscal 2000.

NOTE H - Related Party Transactions

During fiscal 2001 and May 2002, the Company entered into loan agreements with
its Senior Vice President and Chief Financial Officer totaling $60,000. During
fiscal 2002, the full amount of the principal and interest owed to the Company
under these loan agreements were repaid. As a result, no amounts receivable
remained on the Consolidated Balance Sheet at February 1, 2003 under these
agreements.

The Company 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) through May 2008. Approximately
$68,000, $76,000 and $84,000 was charged to interest expense in fiscal 2002,
fiscal 2001 and fiscal 2000, respectively. Approximately $107,000 and $604,000
is included in current liabilities and other noncurrent liabilities,
respectively, at February 1, 2003 for this deferred compensation liability.
Approximately $97,000 and $697,000 was included in current liabilities and other
noncurrent liabilities, respectively, at February 2, 2002.

In addition, the Company had a deferred compensation agreement with a former
executive officer who also served as a member of the Company's Board of
Directors through June 1999. The agreement provided for monthly payments of
$6,250 (including interest) through July 2002. Approximately $1,000, $7,000 and
$13,000 was charged to interest expense in fiscal 2002, fiscal 2001 and fiscal
2000, respectively. Because the agreement expired in fiscal 2002, no amounts
were remaining on the Consolidated Balance Sheet at February 1, 2003.
Approximately $37,000 was included in current liabilities, at February 2, 2002
for this deferred compensation liability.

NOTE I - Earnings per Share

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 of shares under option and,
beginning in fiscal 2001, warrants. In each of the Company's three fiscal years
presented, there were no dilutive common stock equivalents and, as a result, the
basic average number of shares equals the diluted number of shares in each
period presented.

Common stock  equivalents  of 418,731,  392,338 and 400,648 for the fiscal years
ended  February 1, 2003,  February 2, 2002 and  February 3, 2001,  respectively,
were excluded from the  computation  of diluted  earnings per share because such
common stock equivalents were anti-dilutive.

NOTE J - Effect of Restructuring

In response to lower than expected operating results in fiscal 2000, the Company
adopted a restructuring plan during the fourth quarter of fiscal 2000. The plan
included initiatives designed to improve the Company's results of operations by
lowering operating costs, re-deploying assets and curtailing the number of new
store openings until the Company realized improved performance in its existing
stores. The plan called for the closing of 42 low-volume, under-performing
stores and elimination of 90 positions. As of February 2, 2002, the Company had
closed 40 of the stores described in the plan and, in light of improved
operating results, removed the two remaining stores and their associated
liability from the restructuring plan. The Company recorded a pre-tax charge of
$1,017,000 during the fourth quarter of fiscal 2000 to cover the costs
associated with the plan. As of February 2, 2002 there was no balance remaining
associated with the restructure liability.




<PAGE>



NOTE K - Quarterly Results (Unaudited)

The following is a summary of quarterly results for the fiscal years ended
February 1, 2003 and February 2, 2002 (in thousands except per share data).
<TABLE>
<CAPTION>

                                                                              Fiscal 2002 Quarters Ended
                                                            ----------------------------------------------------------
                                                                  May 4,      August 3,      November 2,   February 1,
                                                                   2002           2002             2002          2003
                                                            ----------------------------------------------------------

<S>                                                              <C>            <C>             <C>           <C>
          Net sales                                              $87,310        $90,088         $73,308       $81,065
          Gross margin                                            33,239         33,734          24,577        27,939
          Net income (loss)                                          434            112          (8,024)       (7,816)
          Net income (loss) per common share - diluted              0.14           0.04           (2.67)        (2.60)

<CAPTION>
                                                                              Fiscal 2001 Quarters Ended
                                                            ----------------------------------------------------------
                                                                  May 5,      August 4,      November 3,   February 2,
                                                                   2001           2001             2001          2002
                                                            ----------------------------------------------------------

<S>                                                              <C>            <C>             <C>           <C>
          Net sales                                              $90,962        $93,269         $72,957       $83,242
          Gross margin                                            33,307         34,103          21,039        28,192
          Net income (loss)                                          260         (1,221)        (10,937)       (7,814)
          Net income (loss) per common share - diluted              0.09          (0.41)          (3.72)        (2.65)
</TABLE>






<PAGE>



   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

  DIRECTORS OF THE COMPANY


   The table below sets forth for each of the Company's directors (based upon
   information supplied by him or her), his or her name, age, principal
   occupation and business experience for the past five years, length of service
   as a director of the Company, and the number of shares, nature of beneficial
   ownership and percentage of the outstanding shares of Common Stock
   beneficially owned by him or her, all as of May 19, 2003.

<TABLE>
<CAPTION>

                                                                                       Amount and Nature       Percentage of
                                                                                         of Beneficial       Total Outstanding
Name and Age                     Principal Occupation            Director Since            Ownership             Shares(1)
------------------               ------------------------        --------------       --------------------     --------------

<S>                              <C>                                  <C>                 <C>                      <C>
Leonard M. Snyder                Executive Chairman and               1998                86,713 (3)               2.85%
       55                        Chief Executive Officer
                                 (2)

Renee M. Love                    President and CEO of                 2000                10,636 (5) (6)           (14)
       57                        Omega Group Inc. (4)

Laurie M. Shahon                 President of Wilton                  1994                15,490 (6) (8)           (14)
       51                        Capital Group (7)

Malcolm L. Sherman               Chairman  of Gordon                  1993                18,075 (6) (8)           (14)
       71                        Brothers Group Inc. (9)

Robert J. Stevenish              President and Chief                  2000                 7,145 (6) (11)          (14)
       59                        Operating Officer of
                                 Modell's Sporting Goods
                                 (10)

Allan Tofias                     Consultant and Director              1999              9,574 (6) (13)             (14)
       73                        (12)
</TABLE>

     (1)  Pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange
          Act of  1934,  as  amended,  percentages  have  been  computed  on the
          assumption  that shares of Common Stock that can be acquired within 60
          days of May 19, 2003 upon the  exercise of options or the lapse of the
          risks of forfeiture under grants of Restricted Stock by a given person
          are outstanding,  but no other shares similarly subject to acquisition
          by other persons are outstanding.

     (2)  Mr.  Snyder  was  appointed   Executive  Chairman  and  interim  Chief
          Executive  Officer on January 15,  2001.  Following  his election as a
          director on June 10,  1998,  Mr.  Snyder was  appointed  Non-Executive
          Chairman by the Board.  From April 16, 1998,  until his appointment as
          Non-Executive Chairman, he also served as a consultant to the Company.
          Mr.  Snyder  has been a  marketing  and  management  consultant  since
          January  1995.  From April 1987 to October 1994, he served as Chairman
          and Chief  Executive  Officer of  Lamonts  Apparel,  Inc.,  a chain of
          approximately  55  family  apparel  stores.  Prior  to his  tenure  at
          Lamonts,  Mr.  Snyder held  executive  positions  with  Allied  Stores
          Corporation  (currently  Federated Department Stores, Inc.) and Dayton
          Hudson  Corporation  (currently  Target).  Mr. Snyder also serves as a
          member of the board of directors of Harold's Stores,  Inc., a chain of
          specialty  apparel  stores,  and  of  Paper  Calmenson  &  Company,  a
          diversified steel company.

     (3)  The  figure  shown   includes   35,715  shares  subject  to  presently
          exercisable  stock options and 18,574 shares of Restricted  Stock,  of
          which 8,572 carry a risk of forfeiture subject to certain conditions.

     (4)  Ms.  Love serves as  President  and Chief  Executive  Officer of Omega
          Group Inc., a strategic consulting company, which she founded in 1980.

     (5)  The  figure  shown   includes   3,216  shares   subject  to  presently
          exercisable stock options.

     (6)  The figure shown  includes a grant of options to purchase 1,429 shares
          granted on June 11, 2002,  which options will vest on the business day
          prior to the Annual Meeting,  provided the director remains a director
          at such date.

     (7)  Since  January  1994,  Ms.  Shahon has served as  President  of Wilton
          Capital  Group,  which  makes  principal  investments  in later  stage
          venture capital  companies and medium-sized  management  buyouts.  Ms.
          Shahon also serves as a member of the board of  directors  of Safelite
          Glass  Corporation,  the largest  producer and seller of  after-market
          automotive glass in the country.

     (8)  The  figure  shown   includes   10,003  shares  subject  to  presently
          exercisable stock options.

     (9)  Mr.  Sherman has served as Chairman of Gordon  Brothers  Group Inc., a
          financial  services  corporation,  since  1993.  Mr.  Sherman has also
          served as Chairman of the board of directors of StethTech Corporation,
          a  medical  devices  company,  since  1994.  Mr.  Sherman  serves as a
          director of Maxwell Shoe  Company,  a designer and marketer of women's
          and children's footwear,  and Active International,  Inc., a corporate
          trading company.  Mr. Sherman served from 1996 to 1999 as the Chairman
          and Chief Executive  Officer of Ekco Group,  Inc., a manufacturer  and
          marketer of branded houseware products, and from 2000 to 2002 as Chief
          Executive Officer of SmartBargains, Inc., an Internet retailer.

     (10) Since  October 2002,  Mr.  Stevenish has served as President and Chief
          Operating  Officer of Modell's  Sporting  Goods, a 94 store chain with
          stores in the  mid-Atlantic  region.  From  September  2001 to October
          2002, Mr. Stevenish served as President and Chief Executive Officer of
          Trilegiant  Corporation,  the largest membership  services and loyalty
          business in the United States, providing products and services to over
          100 million  Americans.  Trilegiant  Corporation  is the  successor to
          Cendant Membership Services Inc. and Cendant Incentives. Trilegiant is
          also a successor to Netmarket Group,  Inc., where from July 1, 2000 to
          September 2001, Mr. Stevenish served as Chairman,  President and Chief
          Executive  Officer.  From  January  2000 to July 2000,  Mr.  Stevenish
          served as  President  and  Chief  Executive  Officer  of  RU4.com,  an
          Internet company. From June 1997 to January 2000, Mr. Stevenish served
          as President and Chief  Executive  Officer of FEDCO,  a mutual benefit
          non-profit retail company.  FEDCO filed a plan of reorganization under
          Chapter 11 of the  Bankruptcy  Code on July 9, 1999,  and emerged from
          bankruptcy  on  December  16,  1999.  He is a member  of the  board of
          directors  of the  International  Mass Retail  Association  and of the
          FEDCO charitable  foundation of Southern  California,  and a member of
          the board of advisors of Modell's Sporting Goods.

     (11) The  figure  shown   includes   2,858  shares   subject  to  presently
          exercisable stock options.

     (12) Mr. Tofias is a Certified Public  Accountant.  Since January 1998, his
          principal  occupation  has been as a consultant.  He is the founder of
          Tofias, P.C. (formerly Tofias, Fleishman, Shapiro & Co., P.C.), one of
          the largest regional  accounting firms in the Northeast,  where he was
          the managing  shareholder  from 1966 to 1995 and chairman of the board
          from 1995 to December 1997. Mr. Tofias serves as a member of the board
          of  directors  and as  chairman  of the  audit  committee  of The Rowe
          Companies, which is engaged in the design and manufacture of furniture
          and the operation of retail furniture  stores.  Mr. Tofias served as a
          trustee and chairman of the audit committee of Gannett, Welch & Kotler
          Mutual Funds until  September  2002 when Bank of New York acquired the
          funds.

     (13) The  figure  shown   includes   4,287  shares   subject  to  presently
          exercisable stock options.

<PAGE>





     (14) Less than one percent (1%).


EXECUTIVE OFFICERS OF THE COMPANY

         The table below lists the Company's current executive officers and
describes their business experience.

<TABLE>
<CAPTION>

         Name and Age                                         Position with the Company
         ------------------                                   ------------------------------------------
<S>                                                           <C>
         Leonard M. Snyder                                    Executive Chairman and Chief Executive Officer (1)
                  55
         Thomas R. Kelly                                      Senior Vice President - Merchandising (2)
                  57
         H. Dane Reynolds                                     Senior Vice President and Chief Financial Officer (3)
                  52
         Ronald C. Swedin                                     Senior Vice President - Store Operations (4)
                  57
</TABLE>

(1)    See information under "Directors."

(2)    Mr. Kelly joined the Company on October 30, 2000, as Senior Vice
       President - Merchandising. From 1995 until 2000, Mr. Kelly served in
       senior management positions at Goody's Family Clothing, Inc., a chain of
       family specialty stores with annual sales volume in 1999 in excess of $1
       billion. At the time of his departure from Goody's, Mr. Kelly was
       Executive Vice President and General Merchandise Manager, with
       responsibilities for the Merchandise and Planning & Distribution
       functions.

(3)    Mr. Reynolds joined the Company on April 12, 1999. Prior to joining the
       Company, Mr. Reynolds served as Senior Vice-President at Rack Room Shoes,
       a retail chain with approximately 340 shoe stores and approximately $400
       million in annual sales in 1998, from September 1984 to the end of
       January 1999, with responsibility for Finance, Information Systems, Human
       Resources, Real Estate, Distribution and Logistics.

(4)    Mr. Swedin joined the Company in March 1992 as Vice President - Store
       Operations.  He was promoted to Senior Vice President - Store Operations
       in January 1996.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company during and with respect to its most recent fiscal year,
the Company believes that except for two filings regarding the reacquisition of
a limited number of stock options from Mr. Swedin and Mr. Reynolds in October
and November which should have been filed on Form 4, but were filed on Form 5 on
March 18, 2003, all of its executive officers, directors and persons who may
have been deemed to be greater than 10% stockholders during the year ended
February 1, 2003, have timely made all filings required to be made under Section
16(a) of the Securities Exchange Act of 1934, as amended.



<PAGE>



  ITEM 11.       EXECUTIVE COMPENSATION



The following table sets forth the compensation during fiscal 2002, 2001 and
2000 of each of the Company's Named Executive Officers.


<TABLE>
<CAPTION>
                                                      Summary Compensation Table
                            ---------------------------------------------------------------------------------------------------
                                        Annual Compensation                                  Long-Term Compensation
                                                                                                      Awards
                            -------------------------------------------------     ---------------------------------------------
                                                                     Other
                                                                     Annual       Restricted     Securities       All Other
 Name and                   Fiscal      Salary        Bonus       Compensation       Stock       Underlying     Compen-sation
 Principal Position           Year        ($)        ($)(1)         ($)(2)        Awards ($)     Options (#)        ($)(3)
 -------------------------- --------- ------------- ------------- -----------     ------------ ---------------- ---------------
<S>                         <C>          <C>          <C>            <C>               <C>             <C>              <C>
 Leonard M. Snyder (4)      2002         500,000      170,000        201,355           43,813                0          24,184
 Executive Chairman &       2001         500,000      190,000         90,254            4,023                0          16,405
 Chief Executive Officer    2000          19,231       50,000              0           62,341           14,286               0

 Thomas R. Kelly (5)        2002         300,000        2,500              0            6,134            2,250           7,347
 Senior Vice President -    2001         300,000            0         71,626                0            2,858           4,697
 Merchandising              2000          75,000            0              0                0           14,286               0

 H. Dane Reynolds           2002         275,000        2,500        104,521            6,134            2,250          12,397
 Senior Vice President &    2001         264,192            0              0                0            4,286          10,714
 CFO                        2000         249,231            0              0                0            4,286           7,943

 Ronald C. Swedin           2002         245,000        2,500              0            6,134            2,250          17,314
 Senior Vice                2001         245,000            0              0                0            4,286          15,733
 President-Store            2000         242,923            0              0                0            4,286          10,172
 Operations
</TABLE>

 (1)   There were no bonuses paid for fiscal 2002 under the Company's management
       bonus plan since the Company did not achieve the minimum level of
       earnings required to pay bonuses. See "Compensation Committee Report On
       Executive Compensation." The bonus shown for Mr. Snyder in fiscal 2002
       was paid pursuant to his individual Employment Contract, less $10,000,
       which Mr. Snyder elected to waive. The remaining bonuses shown were paid
       as a part of a cost savings incentive program for the third and fourth
       quarters of fiscal 2002.

 (2)   The amounts shown in this column were paid for reimbursement of taxes
       and/or relocation expenses. In respect to Mr. Snyder, this amount also
       includes reimbursements for certain travel and living expenses. It also
       includes a tax gross-up for a stock award of $26,012, as outlined in his
       contract. The Company's top managers also receive certain non-cash
       compensation in the form of personal benefits. Although the value of such
       compensation cannot be determined precisely, the Company has determined
       that such compensation did not exceed $10,000 to any of the Named
       Executive Officers during any of fiscal 2002, 2001 or 2000.



<PAGE>



 (3)   "All Other Compensation" for fiscal 2002 includes the following:

     o    contributions of $1,300 to the Company's 401(k) Plan on behalf of each
          of Messrs. Snyder,  Reynolds and Swedin to match 2002 pre-tax elective
          deferral contributions  (included under "Salary") made by each to such
          plan;
     o    contributions  of  $15,562,  $1,450  and  $5,074 on behalf of  Messrs.
          Snyder,  Reynolds and Swedin for the Company's contributions under the
          deferred compensation plan;
     o    premium payments of $1,080, $1,944, $1,188, and $1,588 for the benefit
          of Messrs. Snyder, Kelly, Reynolds, and Swedin, respectively, in order
          to continue a level of life insurance coverage not otherwise available
          under the Company's standard life insurance plan;
     o    premium payments of $504, $4,782 and $2,935 for the benefit of Messrs.
          Kelly,  Reynolds,  and  Swedin,  respectively,  in order to continue a
          level  of  disability  coverage  not  otherwise  available  under  the
          Company's standard disability plan;
     o    medical  reimbursements in the amounts of $6,243,  $3,366,  $2,144 and
          $4,884  to  each of  Messrs.  Snyder,  Kelly,  Reynolds,  and  Swedin,
          respectively; and
     o    tax  gross-ups  in the  amount  of $1,533  to each of  Messrs.  Kelly,
          Reynolds and Swedin to offset income taxes resulting from the award of
          restricted stock.

 (4) Mr. Snyder became Executive Chairman and Chief Executive Officer on January
     15, 2001.

 (5) Mr. Kelly joined the Company in October 2000.

Stock Options

The following table sets forth information regarding option grants with respect
to Common Stock made by the Company to the Named Executive Officers during
fiscal 2002.

<TABLE>
<CAPTION>
                                                      Option Grants in Last Fiscal Year

                                               Individual Grants
-------------------------------------------------------------------------------------------------------------------------------
                                Number of Securities     % of Total Options                                        Grant Date
                                 Underlying Options     Granted to Employees    Exercise Price     Expiration     Present Value
                                    Granted (#)               in 2002               ($/Sh)          Date (1)         ($)(2)
                                    -----------               -------               ------          --------         ------

Name
-----------------
<S>                                                               <C>
Leonard M. Snyder                           --                    0.0%                   --               --             --
Thomas R. Kelly                          2,250                    6.8%                 1.75       02/28/2012          2,750
H. Dane Reynolds                         2,250                    6.8%                 1.75       02/28/2012          2,750
Ronald C. Swedin                         2,250                    6.8%                 1.75       02/28/2012          2,750
</TABLE>

(1)    The option plan(s) pursuant to which the options were granted and/or
       stock option agreements provide for earlier expiration dates under
       certain conditions.

(2)    The grant date present value was calculated using the Black-Scholes
       option pricing model assuming an expected volatility of 140%, a risk-free
       rate of return of approximately 2.5%, a dividend yield of 0%, and an
       estimated option life of approximately 1.1 years from the exercisability
       date.



<PAGE>



Option Exercises
<TABLE>
<CAPTION>

The following table sets forth information with respect to the Named Executive
Officers concerning unexercised options held as of the end of the 2002 fiscal
year. None of the Named Executive Officers exercised options in fiscal 2002.

                 Aggregated Option Exercises in Last Fiscal Year
                           and Year-End Option Values

                                                                         Number of Securities      Value of Unexercised
                                                                        Underlying Unexercised     In-the-Money Options
                                                                            Options at 2002           at 2002 Fiscal
                                  Shares Acquired          Value         Fiscal Year-End (#)           Year-End ($)
                                    on Exercise           Realized           Exercisable/              Exercisable/
 Name                                   (#)                 ($)             Unexercisable           Unexercisable (1)
 -------------------                -----------           --------          --------------          -----------------
<S>                                      <C>                 <C>            <C>                                 <C>
 Leonard M. Snyder                       0                   0                  35,715 / 0                      0 / 0
 Thomas R. Kelly                         0                   0              10,001 / 9,393                      0 / 0
 H. Dane Reynolds                        0                   0              10,715 / 7,250                      0 / 0
 Ronald C. Swedin                        0                   0               9,287 / 4,393                      0 / 0
</TABLE>

(1)      Based on the difference between the option exercise price and $0.43,
         the closing price of the Common Stock on NASDAQ on January 31, 2003.

Equity Compensation Plan Information

         The following table provides information as of February 1, 2003, with
respect to the Company's compensation plans under which the Company's equity
securities are authorized for issuance:

<TABLE>
<CAPTION>
                                                   Number of
                                                securities to be                                Number of securities
                                                  issued upon                                  remaining available for
                                                  exercise of          Weighted-average         future issuance under
                                                  outstanding          exercise price of      equity compensation plans
                                               options, warrants     outstanding options,       excluding securities
                   Plan Category                   and rights       warrants and rights ($)        already issued
       ----------------------------------      -----------------    -----------------------     --------------------
       <S>                                          <C>                      <C>                       <C>
       Equity compensation plans approved
       by stockholders (1)                          260,999                  8.750                     107,743

       Equity compensation plans not
       approved by stockholders (2)                 107,287                  4.726                      25,000
                Total                               368,286                  7.578                     132,743
</TABLE>

(1)      Consists of 21,847 shares of Common Stock issuable on the exercise of
         options granted under the Company's 1988 Stock Option Plan, 194,495
         shares under the Company's 1991 Stock Option Plan and 44,657 shares of
         Common Stock issuable on the exercise of options granted under the
         Company's Directors Stock Option Plan.

(2)      Consists of 47,144 shares of Common Stock issuable on the exercise of
         options granted under individual inducement plans for awarded to
         various officers upon joining the company and 60,143 shares of Common
         Stock under warrants to Enhanced Retail Funding, LLC for value
         received.

Effective October 11, 2002, the Company adopted the Directors deminimis Plan to
encourage and enable members of the Board to acquire Common Stock in order to
promote a closer identification of their interests with those of the Company and
its stockholders. Under the Directors deminimis Plan, the Compensation Committee
is authorized to award shares or issue options to purchase up to an aggregate of
8,333 shares of Common Stock to members of the Board. The exercise price,
vesting and term of options issued under the Directors deminimis Plan will be
determined by the Compensation Committee at the time of grant.

Effective October 11, 2002, the Company adopted the Management deminimis Plan to
encourage and enable selected senior management employees to acquire shares of
Common Stock in order to promote a closer identification of their interests with
those of the Company and its stockholders. Under the Management deminimis Plan,
the Compensation Committee is authorized to award shares or issue options to
purchase up to an aggregate of 16,667 shares of Common Stock to selected senior
management employees. The exercise price, vesting and term of options issued
under the Management deminimis Plan will be determined by the Compensation
Committee at the time of grant.

EMPLOYMENT CONTRACTS AND DEFERRED COMPENSATION ARRANGEMENTS

All executive officers of the Company are parties to employment contracts with
the Company. The Company entered into an employment contract with Mr. Snyder
effective as of January 15, 2001, regarding his services as Executive Chairman
and interim Chief Executive Officer. (See "Mr. Snyder's Fiscal 2002
Compensation" under "Compensation Committee Report on Executive Compensation"
below.)

The Company entered into an employment agreement with Mr. Reynolds on April 12,
1999, which provides for a minimum term of two years, and, as an inducement for
Mr. Reynolds to join the Company, a grant of an option to purchase 11,429 shares
of Common Stock. The employment contracts of Messrs. Reynolds, Kelly and Swedin
provide for the continuation of base salary for a period of six months after the
date of involuntary termination of employment without cause, with provisions for
up to an additional six months of severance payments if other employment has not
commenced by the end of such six month period. In December 1998, the Board, upon
the unanimous recommendation of the Compensation Committee, approved amendments
to the contracts of the then current executive officers. These amendments
provide that, in the event of a "Change of Control" followed by an "Employment
Event," as such terms are defined in such contracts, severance payments are
extended, all unvested stock options immediately vest and any restrictions on
Restricted Stock lapse.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Decisions on compensation of the Company's executives generally are made by the
Compensation Committee of the Board. Each member of the Compensation Committee
is an "independent" director, as defined in Rule 4200(a)(14) of the NASD's
listing standards. All decisions by the Compensation Committee relating to the
compensation of the Company's executive officers are reviewed by the full Board.
The Compensation Committee is providing the following report.

Compensation Policies Toward Executive Officers

The Company's executive compensation policies are designed to provide incentives
to meet the Company's annual and long-term performance goals, recognize
individual initiative and achievements, and provide competitive levels of
compensation in order to attract and retain qualified executives. The
Compensation Committee annually reviews the Company's corporate performance and
that of its executives and sets target levels of compensation at its discretion.
As a result, the executive officers' actual compensation levels in any
particular year may be above or below those of the Company's competitors,
depending upon Company-wide and individual performance.

The Compensation Committee believes that stock ownership by management and
stock-based performance compensation arrangements are useful tools to align the
interests of management with those of the Company's stockholders. Accordingly,
the Compensation Committee grants options and, in certain cases, stock, to
designated members of the Company's management and provides compensation
packages based in part upon personal and earnings goals.

The Omnibus Budget Reconciliation Act of 1993 denies publicly traded companies
the ability to deduct for federal income tax purposes certain compensation paid
to top executive officers in excess of $1 million per person per annum. The
Compensation Committee intends to administer the Company's executive
compensation programs in such a way that compensation for executive officers
generally will be fully deductible under the Internal Revenue Code of 1986, as
amended, including submitting plans for stockholder approval where necessary and
determining compensation on an objective basis. However, in order to maintain
flexibility to attract and retain qualified executives, the Compensation
Committee may allow for non-deductible compensation.

Executive Officer Compensation

The incentive compensation plan for fiscal 2002 provided for bonuses based upon
individual performance, coupled with corporate performance tied to earnings
before interest, taxes, depreciation and amortization ("EBITDA"). In general,
the approach has been to tie the percentage of bonus attributable to corporate
performance to each individual's level of responsibility and potential impact on
such corporate performance. A three-tier bonus structure was adopted for fiscal
2002, with a minimum of $5,000,000 in EBITDA required before any bonus could be
earned by an executive officer. The Compensation Committee set a threshold of
$9,000,000 in EBITDA for 100% maximum bonuses to be paid. Performance goals are
set at the beginning of each fiscal year and communicated to the participating
members of the Company's management. Based upon actual EBITDA in fiscal 2002,
the Company did not meet the corporate performance component for bonuses in
fiscal 2002; accordingly, no bonus awards were made to Named Executive Officers
under this plan. A separate incentive plan was developed for the third and
fourth quarters to focus on cost savings as compared to budgeted expenses. This
program paid out $2,500 to each Messrs. Reynolds, Kelly and Swedin. Mr. Snyder
received $170,000 pursuant to his employment agreement, as amended, during
fiscal 2002. While the agreement was for $180,000, Mr. Snyder unilaterally
elected to waive $10,000 of this amount.

Mr. Snyder's Fiscal 2002 Compensation

At the request of the Board, and pursuant to an amendment of his contract
effective February 2, 2002, Mr. Snyder agreed to serve in the capacity of
Chairman and Chief Executive Officer through fiscal 2002. Such contract, as
revised, provides for:

o a base salary commensurate with that for fiscal 2001 of $500,000 per annum;
o right to participate in the Company's 2002 bonus plan for executives, with a
  minimum guaranteed bonus of $180,000;
o a grant of 25,000 shares of Common Stock
  with vesting on a date to be set by the Compensation Committee, which grant
  may be made from stock previously bought back by the Company under its Stock
  Repurchase Program;
o a tax cash gross-up equal to the greater of $25,000 or 33 1/3% of the value of
  such shares;
o continuation of certain living and travel expenses;
o payment of any base salary, minimum guaranteed bonus, and a
  tax cash gross-up on restricted stock due for the remaining term of the
  contract, plus a lump sum payment of $250,000 in the event of termination
  "without cause;" and
o in the event of an "Employment Event" arising from a "Change of Control", as
  such terms are defined in his employment contract, a lump sum payment
  of $750,000, together with the balance payable for the remainder of his term
  under such employment contract and any amount unpaid as of such date with
  respect to the minimum guaranteed bonus and tax gross-up on Mr. Snyder's stock
  grant.
o the appointment to the position of Non-Executive Chairman upon appointment of
  a new Chief Executive Officer.

Compensation Committee
Laurie M. Shahon, Chairman
Renee M. Love




<PAGE>



                 COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
               Among One Price Clothing Stores, Inc., Russell 2000
                    Index and NASDAQ Retail Trade Stock Index
Performance Graph

The following graph compares the cumulative total stockholder return on the
Common Stock for the last five fiscal years with cumulative total returns of the
Russell 2000 Index (a broad equity market index) and the NASDAQ Retail Trade
Stock Index (an industry index). The stock performance shown in the graph below
is not necessarily indicative of future price performance.

The Performance Graph assumes the investment of $100 on December 31, 1997, and
the reinvestment of any and all dividends.


              COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

$ 300    ______________________________________________________
        |          O                                           |
        |                                                      |
        |                                                      |
        |                                                      |
  250   |______________________________________________________|
        |                                                      |
        |                                                      |
        |                                                      |
        |                                                      |
  200   |______________________________________________________|
        |                                                      |
        |                                                      |
        |                                                      |
        |                     O                                |
  150   |______________________________________________________|
        |                                                      |
        |                                                      |
        |          N          R          R                     |
        |                                           R          |
  100   X__________R__________N________________________________|
        |                                           N          R
        |                                                      |
        |                                N                     N
        |                                                      |
   50   |________________________________O_____________________|
        |                                                      |
        |                                           O          |
        |                                                      |
        |                                                      |
    0   |__________|__________|__________|__________|__________O
        1997      1998      1999       2000       2001      2002

O = One Price Clothing Stores, Inc.
N = Nasdaq Retail Trade Stocks
R = Russell 2000 Index
X = All indexes (initial investment of $100)


  ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


 The following table sets forth, as of May 19, 2003, except as otherwise noted,
 information regarding the persons known by the Company to own beneficially more
 than five percent of the outstanding shares of the Common Stock. Information
 regarding security ownership of individual directors is included under
 "Election of Directors" below and information regarding security ownership of
 management is included under "Security Ownership of Management" below. Unless
 otherwise indicated in the notes to the table, the Company believes


<PAGE>



 that the persons named in the table have sole voting and dispositive power with
 respect to all of the shares of Common Stock shown as beneficially owned by
 them.
<TABLE>
<CAPTION>


 Name and Address                               Amount and Nature                     Percentage of Total
of Beneficial Owner                          of Beneficial Ownership                  Outstanding Shares
-------------------                          -----------------------                  ------------------
<S>                                                  <C>                                     <C>
Henry D. Jacobs, Jr.                                 496,629 (1)                             16.52%
320 Dale Drive
Spartanburg, SC 29307

FMR Corp.                                            293,986 (2)                              9.78%
82 Devonshire Street
Boston, MA 02109

Ashraf Adhi                                          232,705 (3)                              7.74%
Mohammad Ayub Sorathia
Muhammad Munaf Atara
1950 Sugar Lake Court
Lawrenceville, GA  30043-5050

Dimensional Fund Advisors Inc.                       197,143 (4)                              6.56%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA  90401
</TABLE>

(1)  Mr.  Jacobs is a founder  of the  Company  and the former  Chairman  of the
     Board. He retired as Chairman on June 10, 1998. The  information  regarding
     ownership of shares was derived  from the Schedule 13G filed by Mr.  Jacobs
     with the SEC on February 12,  2002.  According  to such  Schedule  13G, Mr.
     Jacobs  has sole  voting  and  dispositive  power  with  respect to 449,486
     shares.  The figure  shown  includes  47,143  shares  owned by Mr.  Jacobs'
     spouse,  as to which he may be deemed to share voting and dispositive power
     but disclaims beneficial ownership.

(2)  The information regarding ownership of shares was derived from the Schedule
     13G of FMR Corp.  ("FMR") dated  February 14, 2002. The Schedule 13G states
     that Fidelity Management & Research Company  ("Fidelity") is a wholly owned
     subsidiary  of  FMR  and  an  investment   advisor  to  various  investment
     companies,  including the Fidelity Low-Priced Stock Fund ("Fidelity Fund"),
     and that Fidelity Fund owns all of the indicated  shares.  According to the
     Schedule 13G,  Fidelity Fund's Board of Trustees has sole voting power with
     respect to all of the indicated shares.  Each of Mr. Edward C. Johnson III,
     FMR,  through  control  of  Fidelity,  and the  Fidelity  Fund has power to
     dispose of all of the shares  indicated.  Through ownership of common stock
     of  FMR  and a  shareholder's  agreement,  members  of the  Johnson  family
     (including Ms. Abigail  Johnson) may be deemed to form a controlling  group
     with respect to FMR.

(3)  The  information  regarding  ownership  of  shares  of this  group of three
     individual filers was derived from the Schedule 13G dated January 22, 2002.
     This Schedule 13G states that the total shares owned are owned beneficially
     by each member  individually,  and that such shares were  acquired  and are
     held in the  ordinary  course of business and were not acquired and are not
     held for the purpose of or with the intent of changing or  influencing  the
     control of the issuer of the  securities  and were not acquired and are not
     held in connection with or as a participant in any transaction  having such
     purpose or effect.  Certain  members of this group,  including Mr. Muhammad
     Munaf Atara, have supplied merchandise to the Company for several years. In
     fiscal  2001  purchases  from such group,  including  Mr.  Atara,  were not
     material.

(4)  The information regarding ownership of shares was derived from the Schedule
     13G of  Dimensional  Fund Advisors Inc.  ("Dimensional")  dated February 3,
     2003.  All of the  indicated  shares  are  owned  by  advisory  clients  of
     Dimensional,  none of which to the knowledge of Dimensional  owns more than
     5% of the Common  Stock.  In its role as  investment  adviser  or  manager,
     Dimensional  possesses voting and/or  dispositive power with respect to all
     of the indicated shares.  Dimensional disclaims beneficial ownership of all
     of the indicated shares.

SECURITY OWNERSHIP OF MANAGEMENT

   The following table provides information as of May 19, 2003, regarding stock
   ownership by the Chief Executive Officer and each other executive officer
   required to be disclosed in the "Summary Compensation Table" of this Proxy
   Statement ("Named Executive Officers") and of all current directors and
   executive officers of the Company, as a group:



<TABLE>
<CAPTION>
                                                                             Amount and Nature
                                                                               of Beneficial            Percentage of Total
Name                                 Principal Occupation                        Ownership              Outstanding Shares (1)
---------------                      --------------------                      -------------            ----------------------

<S>                                                                              <C>                                 <C>
Leonard M. Snyder                    Executive Chairman and Chief                86,713 (3)                          2.85%
                                     Executive Officer (2)


Thomas R. Kelly                      Senior Vice President -                     20,209 (4)                           (8)
                                     Merchandising


H. Dane Reynolds                     Senior Vice President & Chief               22,923 (5)                           (8)
                                     Financial Officer


Ronald C. Swedin                     Senior Vice President - Store               23,894 (6)                           (8)
                                     Operations


All directors and executive                                                     214,659 (7)                          7.3%
officers as a group (9 persons)

</TABLE>
---------------------
(1)  Pursuant to Rule 13d-3(d)(1)  promulgated under the Securities Exchange Act
     of 1934, as amended,  percentages have been computed on the assumption that
     shares of Common Stock that can be acquired  within 60 days of May 19, 2003
     upon the exercise of options or the lapse of the risks of forfeiture  under
     grants of Restricted Stock by a given person are outstanding,  but no other
     shares similarly subject to acquisition by other persons are outstanding.

(2)  See "Directors."

(3)  The figure shown includes  35,715 shares  subject to presently  exercisable
     stock options and 18,574 shares of Restricted  Stock, of which 8,572 shares
     carry a risk of forfeiture subject to certain conditions.

(4)  This figure includes 13,680 shares of Common Stock subject to stock options
     presently exercisable.

(5)  This figure includes 17,965 shares of Common Stock subject to stock options
     presently exercisable. On October 22, 2002, Mr. Reynolds voluntarily agreed
     to forfeit  options to purchase 4,286 shares of Common Stock for the sum of
     $324.88  as  a  response  to  an  option  buyback  offer  approved  by  the
     Compensation Committee.

(6)  This figure includes 13,680 shares of Common Stock subject to stock options
     presently  exercisable.  On  November  22,  2002,  Mr.  Swedin  voluntarily
     forfeited  certain options to purchase 9,859 shares of Common Stock with no
     remuneration for such forfeitures.

(7)  This  figure  includes  111,407  shares of Common  Stock  subject  to stock
     options  presently  exercisable and 7,145 shares granted  pursuant to stock
     options that vest on the business day prior to the Annual Meeting,  subject
     to certain conditions.

(8)  Less than one percent (1%).

  The executive officers of the Company are appointed by the Board and serve at
the pleasure of the Board.


  ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

COMPENSATION COMMITTEE INTERLOCKS AND INTERESTED PARTY TRANSACTIONS

         Ms. Shahon and Ms. Love served on the Compensation Committee of the
Board during fiscal 2002. Ms. Shahon serves as Chairman of this committee. Mr.
Snyder is Chairman of the Board and is also Chief Executive Officer of the
Company. No person serving on the Compensation Committee or on the Company's
Board of Directors is an executive officer of another entity for which an
executive officer of the Company serves on such entity's board of directors or
compensation committee.

         On April 16, 1998, Mr. Snyder was appointed to the Board and entered
into an agreement with the Company to serve initially as a consultant to the
Board, with compensation for such consulting position set at $130,000 per year.
Pursuant to this agreement, and following his election to the Board by the
stockholders, his consultancy ended and the Board appointed him Non-Executive
Chairman, with annual compensation for all Board-related activities of $150,000,
together with a bonus based upon pre-tax earnings of the Company. As an
inducement to entering into his agreement with the Company, Mr. Snyder received
an option to purchase 22,857 shares of Common Stock at an exercise price of
$6.20 per share, the average of the high and low prices of the stock as of the
date of grant, April 16, 1998. This option is wholly vested. In December 1998,
Mr. Snyder's agreement with the Company was amended to provide for an extension
of severance benefits upon the occurrence of a "Change of Control" coupled with
a "Trigger Event," as such terms are defined in such agreement. This amendment
extends such severance from a period of 12 months to 24 months. In addition,
should a "Change of Control" occur, all of Mr. Snyder's options not yet vested
would vest immediately and the risk of forfeiture under his Restricted Stock
grants would expire. In 1999, Mr. Snyder's agreement was amended to permit him
to participate in the Company's Director Stock Option Plan, and in May 2000, Mr.
Snyder's agreement was further amended to permit him to participate in a
five-tier bonus plan similar to the Company's Executive Bonus Plan.

         Following Mr. Snyder's appointment as Executive Chairman and interim
Chief Executive Officer on January 15, 2001, the Company substantially revised
its letter of understanding regarding Mr. Snyder's services as Non-Executive
Chairman. This revised letter of understanding, which is dated February 7, 2001,
provides that upon appointment of a permanent Chief Executive Officer, Mr.
Snyder, in his capacity as Chairman, will receive: (i) compensation totaling
$240,000 per annum, with a bonus to be determined; (ii) a termination payment of
$250,000 if relieved of his duties other than as provided for in such letter of
understanding; and (iii) a lump sum payment of $500,000 if he is relieved of his
duties following a "Change of Control" as defined in this letter of
understanding. This letter of understanding was extended for two additional
years by an amendment dated February 13, 2002.


  ITEM 14. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's reports filed
pursuant to the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules, regulations and related forms, and
that such information is accumulated and communicated to the Company's chief
executive officer and chief financial officer, as appropriate, to allow timely
decisions regarding required disclosure.

Within the 90 days prior to the date of this report on Form 10-K, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's chief executive officer and
chief financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Company's chief executive officer and
chief financial officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic filings with the Securities and Exchange
Commission.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the Company's internal controls
subsequent to the date the Company carried out this evaluation. Accordingly, no
corrective actions have been required to be taken.


  PART IV

  ITEM 15.     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 February 1, 2003 and
                    February 2, 2002

                    Consolidated Statements of Operations for the fiscal years
                    ended February 1, 2003, February 2, 2002 and February 3,
                    2001

                    Consolidated Statements of Shareholders' Equity for the
                    fiscal years ended February 1, 2003, February 2, 2002 and
                    February 3, 2001

                    Consolidated Statements of Cash Flows for the fiscal years
                    ended February 1, 2003, February 2, 2002 and February 3,
                    2001

                    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 (in accordance with
         Item 601 of Regulation S-K)

           Incorporated herein by reference to the list of Exhibits contained in
           the Exhibit Index which begins on Page 58 of this Report.



<PAGE>



                                   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.

                                              ONE PRICE CLOTHING STORES, INC.

Date:  May 19, 2003                           /s/ Leonard M. Snyder
                                              ----------------------------------
                                              Leonard M. Snyder
                                              Chairman of the Board of Directors
                                              and Chief Executive Officer
                                              (principal executive 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:  May 23, 2003                            /s/ H. Dane Reynolds
                                               ---------------------------------
                                               H. Dane Reynolds
                                               Senior Vice President and Chief
                                               Financial Officer (principal
                                               financial officer and principal
                                               accounting officer)

Date:  May 23, 2003                            /s/ Laurie M. Shahon
                                               ---------------------------------
                                               Laurie M. Shahon
                                               Director

Date:  May 23, 2003                            /s/ Malcolm L. Sherman
                                               ---------------------------------
                                               Malcolm L. Sherman
                                               Director

Date:  May 23, 2003                            /s/ Allan Tofias
                                               ---------------------------------
                                               Allan Tofias
                                               Director

Date: May 23, 2003                             /s/ Renee M. Love
                                               ---------------------------------
                                               Renee M. Love
                                               Director

Date: May 23, 2003                             /s/ Robert J. Stevenish
                                               ---------------------------------
                                               Robert J. Stevenish
                                               Director


<PAGE>



CERTIFICATIONS:

I, Leonard M. Snyder, certify that:

         1. I have reviewed this annual report on Form 10-K of One Price
Clothing Stores, Inc.;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

                  c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

                  a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                   b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

         6. The registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 23, 2003


/s/ Leonard M. Snyder
Leonard M. Snyder
Chief Executive Officer


<PAGE>



I, H. Dane Reynolds, certify that:

         1. I have reviewed this annual report on Form 10-K of One Price
Clothing Stores, Inc.;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

                  c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

                  a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 23, 2003


/s/ H. Dane Reynolds
H. Dane Reynolds
Chief Financial Officer


<PAGE>


<TABLE>
<CAPTION>


                         ONE PRICE CLOTHING STORES, INC.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS


          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
  FEBRUARY 1, 2003

<S>                               <C>                 <C>                                     <C>                   <C>
  Allowance for
  doubtful accounts               $  128,000          $  532,000                              $  548,000            $   112,000
                                  ==========          ==========                              ==========            ===========


  FISCAL YEAR ENDED
  FEBRUARY 2, 2002

  Allowance for
  doubtful accounts               $   76,000         $   456,000                              $  404,000             $  128,000
                                  ==========         ===========                              ==========             ==========


  FISCAL YEAR ENDED
  FEBRUARY 3, 2001

  Allowance for
  doubtful accounts                $  94,000         $   228,000                              $  246,000             $   76,000
                                   =========         ===========                              ==========             ==========

  FISCAL YEAR ENDED
  FEBRUARY 1, 2003

<CAPTION>
<S>                               <C>                 <C>                                     <C>                   <C>
  Valuation allowance on
  net deferred tax assets         $10,091,000         $7,904,000                              $        -            $17,995,000
                                  ===========         ==========                              ==========            ===========


  FISCAL YEAR ENDED
  FEBRUARY 2, 2002

  Valuation allowance on
  net deferred tax assets         $        -         $10,091,000                              $        -            $10,091,000
                                  ==========         ===========                              ==========            ===========


  FISCAL YEAR ENDED
  FEBRUARY 3, 2001

  Valuation allowance on
  net deferred tax assets          $       -         $         -                              $        -             $        -
                                   =========         ===========                              ==========             ==========


</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 the  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 the 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(a)(2) Certificate of Amendment  dated  September 4, 2001 of the Certificate of
     Incorporation of the Registrant: Incorporated by reference to Exhibit 10(e)
     to the  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
     August 4, 2001 (File No. 0-15385) ("the July 2001 Form 10-Q").

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), 3(a)(2) 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) Amended  and  Restated  Shareholder  Rights  Agreement  by and  between the
     Registrant and Continental Stock Transfer and Trust Company as rights agent
     dated as of October 25, 2000: Incorporated by reference to Exhibit 10(b) to
     the  Registrant's  Quarterly  Report  on Form  10-Q for the  quarter  ended
     October 28, 2000 (File No. 0-15385) ("the October 2000 Form 10-Q").

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
     the Exhibit of the 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 19, 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").



<PAGE>



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 the  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: Incorporated
     by reference to the Exhibit of the same number to the  Registrant's  Annual
     Report on Form 10-K for the year ended January 30, 1999 (File No.  0-15385)
     ("the 1998 Form 10-K").

4(d)(5) Amendment Number Five 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 - U.S.
     Virgin Islands, Inc. as Borrowers dated February 23, 2000:  Incorporated by
     reference  to the  Exhibit of the same  number to the  Registrant's  Annual
     Report on Form 10-K for the year ended January 29, 2000 (File No.  0-15385)
     ("the 1999 Form 10-K").

4(d)(6) Amendment  Number Six 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 - U.S.
     Virgin  Islands,  Inc. as Borrowers  dated June 30, 2000:  Incorporated  by
     reference to Exhibit  10(a) to the  Registrant's  Quarterly  report on Form
     10-Q for the quarter ended July 29, 2000 (File No. 0-15385) ("the July 2000
     Form 10-Q").

4(d)(7) Amendment Number Seven 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 - U.S.
     Virgin Islands,  Inc. as Borrowers dated February 9, 2001 : Incorporated by
     reference to Exhibit 4(d)(7) to the Registrant's Annual Report on Form 10-K
     for the year  ended  February  3, 2001 (File No.  0-15385)  ("the 2000 Form
     10-K").

4(d)(8) Amendment Number Eight to the 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  September 13,
     2001:  Incorporated  by  reference  to Exhibit  10(c) to the July 2001 Form
     10-Q.

4(d)(9)  Amendment  Number Nine the 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  November 12,
     2001:  Incorporated  by  reference  to  Exhibit  10(a) to the  Registrant's
     Quarterly  report on Form 10-Q for the quarter ended November 3, 2001 (File
     No. 0-15385) ("the October 2001 Form 10-Q").

4(d)(10) Amendment Number Ten to the 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  December 12,
     2001 :  Incorporated  by reference  to Exhibit  10(b) the October 2001 Form
     10-Q.

4(d)(11)  Amendment  Number  Eleven to the 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
     January 31, 2002:  Incorporated  by  reference  to Exhibit  4(d)(11) to the
     Registrant's Annual Report on Form 10-K for the year ended February 2, 2002
     (File No. 0-15385) ("the 2001 Form 10-K").



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4(d)(12) Amendment Number Twelve to the Continuing  Commercial  Credit Agreement
     by and between Congress Financial Corporation  (Southern) as Lender and the
     Registrant and One Price Clothing of Puerto Rico,  Inc. as Borrowers  dated
     September  25, 2002:  Incorporated  by  reference  to Exhibit  10(a) to the
     Registrant's  Quarterly  report on Form 10-Q for the quarter ended November
     2, 2002 (File No. 0-15385) (the "October 2002 Form 10-Q").

4(d)(13)+  Amendment  Number  Thirteen  to  the  Continuing   Commercial  Credit
     Agreement  by and between  Congress  Financial  Corporation  (Southern)  as
     Lender and the Registrant  and One Price  Clothing of Puerto Rico,  Inc. as
     Borrowers dated April 2, 2003.

4(d)(14)+  Amendment  Number  Fourteen  to  the  Continuing   Commercial  Credit
     Agreement  by and between  Congress  Financial  Corporation  (Southern)  as
     Lender and the Registrant  and One Price  Clothing of Puerto Rico,  Inc. as
     Borrowers dated May 16, 2003.

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) Amended and Restated 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 June 21,
     2002:  Incorporated  by  reference  to  Exhibit  10(a) to the  Registrant's
     Quarterly  Report on Form 10-Q for the quarter  ended  August 3, 2002 (File
     No. 0-15385) (the "July 2001 Form 10-Q").


4(g)(1) Amendment Number One to the Amended and Restated 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  November 1, 2002:  Incorporated  by reference to
     Exhibit 10(b) to the October 2002 Form 10-Q.

4(g)(2)+ Amendment  Number Two to the Amended and Restated  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 January 30, 2003.

4(g)(3)+ Amendment  Number Three to the Amended and Restated 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 30, 2003.

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(c)(1)*  Amendment  Number One to One Price Clothing  Stores,  Inc. 1991 Stock
     Option Plan dated June 9, 1999:  Incorporated by reference to Exhibit 10(a)
     to the  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
     July 31, 1999 (File No. 0-15385) ("the July 1999 Form 10-Q").

10(c)(2)  Directors  Deminimis  Stock  Incentive  Plan dated  October 11,  2002:
     Incorporated  by reference to Exhibit 10(c) to the  Registrant's  Quarterly
     report on Form  10-Q for the  quarter  ended  November  2,  2002  (File No.
     0-15385) (the "October 2002 Form 10-Q").

10(c)(3)  Management  Deminimis  Stock  Incentive  Plan dated  October 11, 2002:
     Incorporated  by reference to Exhibit 10(d) to the  Registrant's  Quarterly
     report on Form  10-Q for the  quarter  ended  November  2,  2002  (File No.
     0-15385) (the "October 2002 Form 10-Q").

10(d)* 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(e)*  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  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(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(g)(1)*  Amendment  Number  One  dated  March 14,  1996 to One Price  Clothing
     Stores,  Inc.  Director  Stock  Option Plan:  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(g)(2)* Amendment  Number Two dated June 9, 1999 to One Price Clothing Stores,
     Inc. Director Stock Option Plan: Incorporated by reference to Exhibit 10(b)
     to the  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
     July 31, 1999 (File No. 0-15385) ("the July 1999 Form 10-Q").

10(h)*  Agreement  dated  March 25, 1997  between  the  Registrant  and Henry D.
     Jacobs,  Jr.:  Incorporated  by reference to Exhibit 10(n) to the 1996 Form
     10-K.

10(i)* Letter of  Understanding  regarding  Non-Executive  Chairman of the Board
     position and  Consulting  Agreement  dated April 16, 1998 and Amendments to
     Letter of  Understanding  and Consulting  Agreement dated December 22, 1998
     and  October  8,  1999  between  the  Registrant  and  Leonard  M.  Snyder:
     Incorporated  by  reference  to  Exhibit 10 to the  Registrant's  Quarterly
     Report  on Form 10-Q for the  quarter  ended  October  30,  1999  (File No.
     0-15385).

10(i)(1)* Amendment to Letter of Understanding  regarding Non-Executive Chairman
     of the Board  position  and  Consulting  Agreement  dated  February 7, 2001
     between the Registrant and Leonard M. Snyder. :Incorporated by reference to
     Exhibit 10(k)(1) to the 2000 Form 10-K.

10(i)(2)* Amendment to Letter of Understanding  regarding Non-Executive Chairman
     of the Board  position  and  Consulting  Agreement  dated  February 3, 2002
     between the Registrant and Leonard M. Snyder:  Incorporated by reference to
     Exhibit 4(d)(11) to the 2001 Form 10-K.

10(j)* Employment  Agreement  dated January 15, 2001 between the  Registrant and
     Leonard M. Snyder. : Incorporated by reference to Exhibit 10(l) to the 2000
     Form 10-K.



<PAGE>



10(j)(1)* Amendment Number One dated August 6, 2001 to the Employment  Agreement
     by and  between  the  Registrant  and Leonard M.  Snyder:  Incorporated  by
     reference to Exhibit 10(b) to the July 2001 Form 10-Q.

10(j)(2)*  Amendment  Number  Two  dated  February  3,  2002  to the  Employment
     Agreement  by  and  between  the   Registrant   and  Leonard  M.  Snyder  :
     Incorporated by reference to Exhibit 4(d)(11) to the 2001 Form 10-K.

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

10(l)* 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: Incorporated by reference to Exhibit 10(o) to
     the 1998 Form 10-K.

10(m)* Employment  Agreement  dated April 12, 1999 between the Registrant and H.
     Dane Reynolds:  Incorporated by reference to Exhibit 10(r) to the 1998 Form
     10-K.

10(n)* Employment  Agreement  dated October 20, 2000 between the  Registrant and
     Thomas R. Kelly:  Incorporated by reference to Exhibit 10(a) to the October
     2000 Form 10-Q.

10(o)* One Price Clothing  Stores,  Inc.  Deferred  Compensation  Plan effective
     January 1, 2000 and the related Trust Agreement effective January 27, 2000,
     between Carolina First Bank as Trustee and the Registrant:  Incorporated by
     reference to Exhibit 10(q) to the 1999 Form 10-K.

10(p)*  One  Price  Clothing  Stores,   Inc.  Deferred   Compensation  Plan  for
     Non-Employee  Directors  effective  January 1, 2000 and the  related  Trust
     Agreement  effective  January  27,  2000,  between  Carolina  First Bank as
     Trustee and the  Registrant:  Incorporated by reference to Exhibit 10(r) to
     the 1999 Form 10-K.

10(q)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.

10(r)(1) Common Stock Warrant  Agreement  dated  February 21, 2001 and Amendment
     Number One to Common Stock Warrant  Agreement dated January 31, 2002 by and
     between  the  Registrant  and GB  Retail  Funding,  LLC :  Incorporated  by
     reference to Exhibit 4(d)(11) to the 2001 Form 10-K.

10(r)(2) Common Stock Warrant  Agreement dated September 13, 2001 by and between
     the Registrant and Enhanced Retail Funding,  LLC: Incorporated by reference
     to Exhibit 10(d) to the July 2001 Form 10-Q.

10(r)(3)  Amendment  Number One dated  January 31, 2002 to Common Stock  Warrant
     Agreement  dated  September  13,  2001 by and between  the  Registrant  and
     Enhanced Retail Funding, LLC: Incorporated by reference to Exhibit 4(d)(11)
     to the 2001 Form 10-K.

10(r)(4) Common Stock  Warrant  Agreement  dated January 31, 2002 by and between
     the Registrant and Enhanced Retail Funding,  LLC: Incorporated by reference
     to Exhibit 4(d)(11) to the 2001 Form 10-K.


21   Subsidiaries of the Registrant

23   Consent of Independent Accountants

99.1 Certification Required By Section 906 of the Sarbanes-Oxley Act of 2002.

99.2 Certification Required By Section 906 of the Sarbanes-Oxley Act of 2002.
---------------------------------------
* Denotes a management contract or compensatory plan or agreement.
+ Filed herewith.

(b) Reports on Form 8-K.

                On January 14, 2003, the Company filed Form 8-K to report that
            the Company's listing for its outstanding common shares transferred
            from the Nasdaq National Market to the Nasdaq SmallCap Market
            effective January 15, 2003.

                 On April 8, 2003 the Company filed Form 8-K to report that the
             Company issued a press release announcing its earnings for the
             three-month and twelve-month periods ended February 1, 2003.
             Financial statements were attached. In addition, the Company
             announced the amendment of its revolving credit facility with
             Congress Financial (Southern), an affiliate of Wachovia
             Corporation.

(c) Exhibits.
             The response to this portion of Item 15 is submitted as a separate
section of this report.

(d) Financial Statement Schedules.
             The response to this portion of Item 15 is submitted as a separate
section of this report.


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