Exhibit 4(g)(3) - Amendment 3 to Amended and Restated Agreement
with Carolina First

                               AMENDMENT NUMBER 3
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


                                                                  April 30, 2003


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

One Price Clothing - U.S. Virgin Islands, Inc.
1875 East Main Street
Duncan, South Carolina 29334



Gentlemen:

Carolina First Bank ("Bank"), One Price Clothing Stores, Inc. ("One Price"), One
Price Clothing of Puerto Rico, Inc. ("One Price,  P.R."), and One Price Clothing
- U.S. Virgin Islands,  Inc. ("One Price V.I.",  and together with One Price and
One Price,  P.R.,  individually  referred to as a "Borrower" and collectively as
"Borrowers")  have entered into certain financing  arrangements  pursuant to the
Amended and Restated  Credit  Agreement,  dated June 21, 2002,  between Bank and
Borrowers,  as amended by Amendment No. 1, dated November 1, 2002, and Amendment
No. 2, dated January 30, 2003 ( the "Credit  Agreement").  All capitalized terms
used herein and not herein  defined shall have the meanings given to them in the
Credit Agreement.

Borrowers  have  requested that Bank delete the Net Worth covenant in the Credit
Agreement, and Bank is willing to agree to this Amendment,  subject to the terms
and conditions set forth herein.

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

1. Section 2.1(d) of the Credit Agreement is hereby amended by deleting the
existing language appearing therein, and substituting therefor the following:

                  (d) The term of each individual Letter of Credit issued shall
         not exceed ninety (90) days, and the expiration date of a Letter of
         Credit shall not extend beyond July 31, 2003. All Letters of Credit
         that expire between June 30, 2003 and July 31, 2003 cannot, in the
         aggregate, exceed $750,000.

2. Section 3.1 of the Credit Agreement is hereby amended by deleting the
existing language appearing therein, and substituting therefor the following:

                  Borrowers shall pay to Bank an additional facility fee for
         Amendment No. 3 in the amount of $10,000.

3. Section 8.6 of the Credit Agreement is hereby deleted. 4.






         Miscellaneous.
         -------------

         a. This Amendment contains the entire agreement of the parties with
         respect to the specific subject matter hereof and supersedes all prior
         or contemporaneous term sheets, proposals, discussions, negotiations,
         correspondence, commitments, and communications between or among the
         parties concerning the subject matter hereof. This Amendment may not be
         modified or any provision waived, except in writing, signed by the
         party against whom such modification or waiver is sought to be
         enforced. Except as specifically modified herein, the Credit Agreement
         is hereby ratified, restated, and confirmed by the parties hereto as of
         the effective date hereof. To the extent of a conflict between the
         terms of this Amendment Number 3 on the one hand and the Credit
         Agreement on the other hand, the terms of this Amendment Number 3 shall
         control.

         b. Governing Law. This Amendment and the rights and the obligations
         hereunder of each of the parties hereto shall be governed by and
         interpreted and determined in accordance with the laws of the State of
         South Carolina, with regard to principals of conflicts of law.

         c. Binding Effect. This Amendment shall be binding and inure to the
         benefit to each of the parties hereto and their respective successors
         and assigns. d. Counterparts. This Amendment may be executed in any
         number of counterparts, but all of such counterparts shall together
         constitute but one in the same agreement. In making proof of this
         Amendment, it shall not be necessary to produce or account for more
         than one counterpart thereof signed by each of the parties hereto.







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

Sincerely,

CAROLINA FIRST BANK

By:  /s/ Charles D. Chamberlain
     -------------------------------
     Charles D. Chamberlain
     Executive Vice President

AGREED AND ACCEPTED:

ONE PRICE CLOTHING STORES, INC.


By:  /s/ C. Burt Duren
     -------------------------------
     C. Burt Duren
     Vice President - Finance & Treasurer

ONE PRICE CLOTHING OF
PUERTO RICO, INC.


By:  /s/ C. Burt Duren
     -------------------------------
     C. Burt Duren
     Vice President - Finance & Treasurer

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


By:  /s/ C. Burt Duren
     -------------------------------
     C. Burt Duren
     Vice President - Finance & Treasurer