Exhibit 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.


                    AMENDMENT NO. 11 TO FINANCING AGREEMENTS

                         Congress Financial Corporation
                                   (Southern)
                        200 Galleria Parkway, Suite 1500
                             Atlanta, Georgia 30359



                                                                January 31, 2002
One Price Clothing Stores, Inc.
1875 East Main Street
Duncan, South Carolina 29334

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



Gentlemen:


         Congress Financial Corporation (Southern) ("Lender"), One Price
Clothing Stores, Inc. ("One Price") and One Price Clothing of Puerto Rico, Inc.
("One Price PR"; and together with One Price, individually referred to as a
"Borrower" and collectively as the "Borrowers") have entered into certain
financing arrangements pursuant to the Loan and Security Agreement, dated March
25, 1996, between the Lender and Borrowers (as amended, the "Loan Agreement"),
as amended by Amendment No. 1 to Financing Agreements, dated May 16, 1997,
Amendment No. 2 to Financing Agreements, dated June 17, 1997, Amendment No. 3 to
Financing Agreements, dated February 19, 1998, Amendment No. 4 to Financing
Agreements, dated January 31, 1999, Amendment No. 5 to Financing Agreements,
dated February 23, 2000, Amendment No. 6 to Financing Agreements, dated June 30,
2000, Amendment No. 7 to Financing Agreements, dated February 9, 2001, Amendment
No. 8 to Financing Agreements dated September 13, 2001, Amendment No. 9 to
Financing Agreements dated November 12, 2001 and Amendment No. 10 to Financing
Agreements dated December 12, 2001 together with various other agreements,
documents and instruments at any time executed and/or delivered in connection
therewith or related thereto (as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, collectively,
the "Financing Agreements"). All capitalized terms used herein and not herein
defined shall have the meanings given to them in the Financing Agreements.

        Borrower has requested that Lender agree to release certain Availability
Reserves and amend certain provisions of the Loan Agreement, and Lender is
willing to do so on the terms and conditions and to the extent set forth herein.

        Now therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties hereto
agree as follows:

1.   Second Supplemental Loan Maturity Date. The term "Second  Supplemental Loan
     Maturity Date" is hereby redefined to mean "July 31, 2003."

2.   Second  Supplemental Loan Exit Fee. The phrase "of $80,000.00" set forth in
     Section 3.4.4 of the Loan Agreement is hereby revised to read "equal to two
     percent  (2.00%)  of  the  outstanding  principal  balance  of  the  Second
     Supplemental Loan as of the opening of business on July 31, 2003."

3.   Back End Fee.  A new Section 3.4.7 shall be added to the Loan Agreement
     which reads as follows:

     "3.4.7  Second Supplemental Loan Back End Fee.

                  As compensation for Lender's agreements hereunder, the Lender
                  shall have earned by its execution of this Agreement a Back
                  End Fee in the amount of $80,000 which shall be fully-earned
                  as of the date hereof, and if not paid sooner shall be payable
                  in full on the Second Supplemental Loan Termination Date, and
                  in any event (a) $60,000 of which shall be payable on July 13,
                  2002 and (b) $20,000 of which shall be payable on December 13,
                  2002."

4.   Amendment Fee.  A new Section 3.4.8 shall be added to the Loan Agreement
     which reads as follows:

                  "The Borrowers shall pay to the Lender a non-refundable
                  Amendment Fee in the amount of $60,000 which shall be fully
                  earned as of January 31, 2002 but shall be payable on April 1,
                  2002."

5.   ERF Letter of Credit Fees.  A new Section 3.4.9 shall be added to the Loan
     Agreement which reads as follows:

                  "The Borrowers shall pay to Lender the following
                  non-refundable fees, which shall be fully-earned on the dates
                  they are payable: (a) a monthly fee of $17,500 payable on the
                  first day of each month commencing February 1, 2002 and ending
                  on the expiration date of the ERF Letter of Credit, pro-rated
                  for partial months, and (b) a fee equal to the fees and costs
                  charged by the issuer of the ERF Letter of Credit to
                  Participant in connection with the issuance and maintenance of
                  the ERF Letter of Credit, due monthly in advance on the first
                  day of each month prior to the expiration date of the ERF
                  Letter of Credit, pro-rated for partial months."


6.   Yield Maintenance. Section 12.1.2 of the Loan Agreement is hereby
     revised to add the following language after the phrase "equal to"
     in the first  sentence  thereof:  "(a)  $80,000  in the event the
     Second  Supplemental  Loan is prepaid prior to December 31, 2002,
     plus (b)".

7.   Second Supplemental Loan Amortization.  The following sentence is added to
     the beginning of Section 2.1.2(c) of the Loan

         Agreement:

                  The Borrower shall make the following principal payments on or
                  before the following dates on account of the Second
                  Supplemental Loans:


                                 Date                         Payment

                                8/31/02                       $ 50,000
                                9/30/02                       $ 50,000
                               10/31/02                       $275,000
                               11/30/02                       $ 75,000
                               12/31/02                       $400,000
                                4/30/03                       $375,000
                                5/31/03                       $125,000
                                6/30/03                       $125,000

                  Any prepayment of the Second Supplemental Loan shall be
                  applied to the foregoing installments in the order of their
                  maturity. Once repaid, the principal balance of the Second
                  Supplemental Loan may not be re-borrowed.


8.   Definitions.  The following definitions shall be added to Section 1 of
     the Loan Agreement:


          (a)  "ERF Letter of Credit"  shall mean  Standby  Letter of Credit No.
               _____  issued  by Fleet  National  Bank in the  stated  amount of
               $1,750,000 for the account of Participant  and for the benefit of
               Lender.



          (b)  "Amendment No. 11 to Financing  Agreements"  shall mean Amendment
               No. 11 to Financing  Agreements between Borrower and Lender dated
               as of January 31, 2002.

          (f)  "Designated  Letters of Credit" shall mean that certain Letter of
               Credit  No.  SM415940P  issued by First  Union Bank in the stated
               amount of $750,000,  together with that certain  Letter of Credit
               No.  SM416040P issued by First Union Bank in the stated amount of
               $1,000,000.

9.       Availability Reserves.

          (a)  Commencing  on the date of this  Amendment  No. 11,  Lender shall
               release  $1,750,000 of its Availability  Reserve being maintained
               in respect of the Designated Letters of Credit in accordance with
               Section   1.4(d)   of  the  Loan   Agreement   (the   "Designated
               Availability Reserve").

          (b)  On May 3, 2002 and each Friday thereafter  through June 14, 2002,
               $250,000  of  the  Designated   Availability   Reserve  shall  be
               re-imposed (and the Borrower shall have repaid Revolving Loans to
               the extent  necessary  to prevent the  occurrence  of an Event of
               Default) so that by June 14, 2002,  the  Designated  Availability
               Reserve shall be $1,750,000. Each re-imposition of the Designated
               Availability  Reserve  shall serve to reduce the stated amount of
               the ERF Letter of Credit in a like amount. To the extent that the
               imposition  of any  installment  of the  Designated  Availability
               Reserve would at any time cause the  outstanding  amount of Loans
               and  Letter of Credit  Accommodations  to  exceed  the  amount of
               Revolving Loans and Letter of Credit Accommodations  available to
               Borrowers  pursuant to Sections 2.1 and 2.2 of the Loan Agreement
               (as calculated by Lender,  subject to sublimits and  Availability
               Reserves as provided for in the Loan  Agreement),  then Borrowers
               shall be deemed to have requested that the outstanding  amount of
               the Second  Supplemental  Loan be increased by the amount of such
               excess.

10.      ERF Letter of Credit; Second Supplemental Loan.

          (a)  In  the  event  that  a  draw  is  honored  under  either  of the
               Designated Letters of Credit which is not immediately  reimbursed
               by  Borrower,  Borrower  shall be  deemed  to have  requested  an
               increase  in the  outstanding  amount of the Second  Supplemental
               Loan in an amount equal to the amount of any such draw. .

          (b)  The term "Second Supplemental Loan" as used in the Loan Agreement
               is hereby  redefined to mean:  "the loan made by Lender to or for
               the benefit of Borrowers pursuant to Section 2.1.2 hereof, as the
               same  may  be  increased  pursuant  to  Sections  9(b)  and 10 of
               Amendment No. 11 to Financing Agreements."




11.  Excess  Availability.  Section  9.15.1 of the Loan  Agreement  is
     hereby amended to add the following  language at the end thereof:
     "plus the amount of any increase to the Second  Supplemental Loan
     pursuant to Sections 9 and 10 of this Amendment No. 11."




12.  Additional Event of Default. In addition to the Events of Default
     set  forth  in  the  Loan  Agreement  and  the  other   Financing
     Agreements,  the  occurrence of any of the  following  shall also
     constitute  an Event of Default:  (a) if the ERF Letter of Credit
     shall  be  void or  invalid  or the  validity  thereof  shall  be
     contested  by the issuer with  request  thereto or by Borrower or
     ERF or any other applicant with respect  thereto,  (b) the issuer
     of the ERF  Letter of  Credit  shall  fail to honor any  properly
     presented draw  thereunder in accordance  with its terms, or deny
     it has any further  liability or  obligation  thereunder or shall
     revoke,  terminate or purport to revoke or  terminate  it, or (c)
     any injunctive  relief or restraining  order is sought or granted
     which  does or would,  if  granted,  limit or impair the right of
     Lender to draw under the ERF Letter of Credit in accordance  with
     the terms  thereof or retain any funds drawn  thereunder;  or (d)
     there is a payment by Participant  on account of Lender's  notice
     of its intent to draw  under the ERF Letter of Credit,  or a draw
     by Lender under the ERF Letter of Credit.  Upon the occurrence of
     any such Event of  Default  described  in (a),  (b) or (c) above,
     Lender  shall,  in  addition  to all other  rights  and  remedies
     available to Lender,  be entitled to  immediately  re-impose  the
     $1,750,000 of the  Designated  Availability  Reserves  previously
     released  pursuant to Section 9 of this  Amendment No. 11, to the
     extent not otherwise previously  re-imposed.  Upon the occurrence
     of any such  Event of  Default  described  in (d)  above,  Lender
     shall, in addition to all other rights and remedies  available to
     Lender,  be  entitled to  immediately  re-impose a portion of the
     Designated  Availability  Reserve in the amount of the payment or
     draw referred to in (d) above.


13.      Additional Representations, Warranties and Covenants. Borrower
         represents, warrants and covenants with and to Lender as follows, which
         representations, warranties and covenants are continuing and shall
         survive the execution and delivery hereof, and the truth and accuracy
         of, or compliance with each, together with the representations,
         warranties and covenants in the other Financing Agreements, being a
         continuing condition of the making of Loans by Lender to Borrower:


                  (a) Borrower shall cause ERF to maintain the ERF Letter of
          Credit in full force and effect until the July 2, 2002. Borrower does
          not have and shall not have any property or other interest in the ERF
          Letter of Credit or in any funds available or drawn thereunder.

                  (b) No Event of Default or act, condition or event which with
          notice or passage of time or both would constitute an Event of Default
          exists or has occurred as of the date of this Amendment (after giving
          effect to the amendments to the Financing Agreements made by this
          Amendment).

                  (c) This Amendment has been duly executed and delivered by
          Borrower and is in full force and effect as of the date hereof and the
          agreements and obligations of Borrower contained herein constitute
          legal, valid and binding obligations of Borrower enforceable against
          Borrower in accordance with their respective terms.

14.      Conditions Precedent.  The following shall be conditions precedent to
         the effectiveness of this Amendment No. 11:


(a)     All representations and warranties of Borrower made in any of the
        Financing Agreements shall be true and correct as of the date when made;

(b)      There shall have occurred and be continuing no Event of Default.

(c)      The Lender and the Participant shall have entered into a mutually
         acceptable Amendment to the Participation Agreement.

(d)      The Lender shall have received evidence satisfactory to it of the due
         authorization, execution and delivery of this Amendment.

(e)               All fees and expenses payable to Lender, Participant and their
                  respective counsel and due as of the date hereof shall have
                  been paid in full.

(f)               One Price shall have delivered a Warrant Purchase Agreement in
                  favor of Participant for the purchase of 23,000 shares of One
                  Price, in form and substance acceptable to Participant in its
                  sole discretion.

(g)               The ERF Letter of Credit shall have been delivered to Lender
                  in form and substance satisfactory to Lender and shall have
                  been issued by an issuer satisfactory to Lender.

15.      Confirmation. Borrower confirms and agrees that (a) all representations
         and warranties contained in the Financing Agreements are on the date
         hereof true and correct in all material respects and (b) it is
         unconditionally and jointly and severally liable for the punctual and
         full payment of all Obligations, including, without limitation, all
         charges, fees, expenses and costs (including attorneys' fees and
         expenses) under the Financing Agreements, and that Borrower has no
         defenses, counterclaims or setoffs with respect to full, complete and
         timely payment of all Obligations.

16.            Miscellaneous.   The   Borrowers   confirm  that  the   Financing
               Agreements  remain in full force and effect without  amendment or
               modification  of any kind,  except for the amendments  explicitly
               set forth herein.  The undersigned  further confirm that no Event
               of Default or events  which with notice or the passage of time or
               both would  constitute  an Event of Default have occurred and are
               continuing.  The  execution  and  delivery of this  Amendment  by
               Lender  shall not be construed as a waiver by Lender of any Event
               of Default under the Financing  Agreements.  This Amendment shall
               be deemed to be a  Financing  Agreement  and,  together  with the
               other  Financing  Agreements,  constitute  the  entire  agreement
               between the parties with respect to the subject matter hereof and
               supersedes all prior dealings,  correspondence,  conversations or
               communications  between the parties  with  respect to the subject
               matter  hereof.  This  Agreement may be executed in any number of
               counterparts, but all such counterparts shall together constitute
               but  one  and  the  same  agreement.  In  making  proof  of  this
               Amendment,  it shall not be  necessary  to produce or account for
               more than one  counterpart  thereof signed by each of the parties
               hereto.

17.            Governing  Law.  This  Amendment  and the rights and  obligations
               hereunder of each of the parties  hereto shall be governed by and
               interpreted in accordance with Section 11.1 or 11.1.1 of the Loan
               Agreement, as the case may be.

18.            Successors and Assigns.  This Amendment shall be binding upon and
               inure to the  benefit  of each of the  parties  hereto  and their
               respective successor, assigns and the Participant.




<PAGE>



         Executed under seal on the date set forth above.


                                                  Very truly yours,

                                                  CONGRESS FINANCIAL CORPORATION
                                                  (SOUTHERN)

                                                  By: /s/ Morris P. Holloway
                                                  Name: Morris P. Holloway
                                                  Title: Senior Vice President



AGREED AND ACCEPTED:
-------------------

ONE PRICE CLOTHING STORES, INC.


By:  /s/ C. Burt Duren
    ------------------
         C. Burt Duren

Title: Vice President & Treasurer
       --------------------------



ONE PRICE CLOTHING OF PUERTO RICO, INC.


By:  /s/ C. Burt Duren
    ------------------
         C. Burt Duren

Title: Vice President & Treasurer
       --------------------------



CONSENTED TO AND AGREED:
-----------------------

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

By: /s/ C. Burt Duren
    -----------------
        C. Burt Duren

Title: Vice President & Treasurer
       --------------------------