Exhibit 10(k)(2)  Amendment Number Two dated February 3, 2002 to the
 Employment Agreement by and between the Registrant and Leonard M. Snyder.





                                   AMENDMENT
                                       TO
                             EMPLOYMENT AGREEMENT


         Effective February 3, 2002, the employment agreement by and between One
Price Clothing Stores, Inc. ("Company") and Leonard M. Snyder ("Employee") dated
as of January 15, 2001, as amended ("Agreement"), is amended further as follows:


1.   Term.  Employee's  term of  employment  as  Executive  Chairman  and  Chief
     Executive  Officer is  extended  through  the  Company's  fiscal  year 2002
     (February 3, 2002 - February 1, 2003).

2.   Responsibilities,  Authority  and  Reporting.  Employee  will report to the
     Governance  Committee and will be responsible for  implementing  the agreed
     upon Business Plan for fiscal year 2002.

3.   Compensation and Benefits.

(a)  Salary.  Employee's  salary shall continue at an annual salary of $500,000,
     payable bi-weekly at $19,230.77.

(b)  Bonus.  Employee shall be entitled to  participate  in the Executive  Bonus
     Plan to be  established  by the  Compensation  Committee  of the  Board  of
     Directors  ("Board") for senior executives at a level of 60% of base salary
     ("Bonus"),  with a minimum  guaranteed  bonus of $180,000  ("Fixed Bonus").
     Such Fixed Bonus shall be paid in four equal  installments  of $45,000 each
     on May 3, 2002, August 2, 2002,  November 1, 2002 and January 31, 2003. Any
     Bonus earned above such Fixed Bonus shall be paid within 45 days of the end
     of the Company's fiscal year 2002.


(b)  Equity. Employee shall receive a grant of 25,000 shares of restricted stock
     ("Restricted  Stock"),  which  Restricted  Stock,  at  the  option  of  the
     Compensation  Committee,  may be issued out of the Common stock repurchased
     by the Company (and bear the appropriate  legend).  Such  Restricted  Stock
     shall be issued and vested on such date as shall be set by the Compensation
     Committee of the Board of Directors.  Employee shall receive a tax gross-up
     cash  payment  equal to the greater of $25,000 or 33.3% of the value of the
     Restricted  Stock.  Such cash payment shall be made to Employee on April 1,
     2002.



(c)  Living and Travel Expenses.  The Company will allow the employee to use its
     villa,  located at 1201  Heritage  Club Dive,  Greenville,  South  Carolina
     ("Residence"),  while  employee  serves as  Chairman  and  Chief  Executive
     Officer.  In addition,  the Company will reimburse  Employee,  on a monthly
     basis,  for actual travel and living expenses  incurred by Employee and his
     spouse to travel between Greenville, South Carolina and Tucson, Arizona. In
     addition,  the Company  will provide a car for Employee and either a leased
     vehicle  or  rental  vehicle  for  Employee's  spouse to use when she is in
     Greenville,  South  Carolina.  Expenses  associated  with  maintaining  the
     Residence shall be borne by the Company.  Any other reasonable  incremental
     expenses the Employee  might incur as a result of his  employment  with the
     Company, for maintaining households in both Greenville,  South Carolina and
     Tucson,  Arizona  shall be  reimbursed  to Employee by the Company.  In the
     event any of these travel and living benefits shall be deemed to be taxable
     to the  Employee,  then the  Company  shall  gross up that  amount  for tax
     purposes and provide that payment to employee on January 31, 2003.


(g)  Termination  Without  Cause.  In the event  Employee is terminated  without
     cause,  Employee shall be entitled to receive any base salary,  Fixed Bonus
     and cash payment for taxes on Restricted  Stock due for the remaining  term
     of this Agreement plus a lump sum payment of $250,000.

(h)  Change of Control.  If there is an  "Employment  Event",  as defined in the
     Agreement, Employee shall be entitled to receive, for the remaining term of
     this amendment,  any portion unpaid as of the date of such Employment Event
     of his remaining  (i) base salary,  (ii) fixed bonus and (iii) cash payment
     due for taxes arising from the grant of restricted  stock,  plus a lump sum
     payment of $750,000.


Except as provided for above, Employee's Agreement shall remain in full force
and effect.

Dated as of the date herein provided.

Leonard M. Snyder              Laurie M. Shahon - Chair - Compensation Committee

/s/ Leonard M. Snyder          /s/ Laurie M. Shahon
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