UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

                             Washington, D.C. 20549

                   REGISTRATION STATEMENT UNDER THE SECURITIES

                                   ACT OF 1933
                         ONE PRICE CLOTHING STORES, INC.
            (Exact name of Registrant as specified in its Charter)
<TABLE>
<S>     <C>                                                                            <C>

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


         Highway 290, Commerce Park
            1875 East Main Street
          Duncan, South Carolina                                                          29334
  (Address of principle executive office)                                                (Zip Code)
</TABLE>

           ONE PRICE CLOTHING STORES, INC. STOCK OPTION AGREEMENT
                             (Full Title of Plan)

                         Grant H. Gibson, Secretary
                       One Price Clothing Stores, Inc.
                          Highway 290, Commerce Park
                             1875 East Main Street
                        Duncan, South Carolina  29334
                 (Name and address of agent for service)

                              (864) 433-8888
          (Telephone number, including area code of agent for service)

                      Calculation of Registration Fee
<TABLE>
<S>                       <C>                 <C>                  <C>                  <C>
                                                                        Proposed
                                                  Proposed              maximum
 Title of securities      Amount to be        Maximum offering         aggregate             Amount of
  to be registered         registered         Price per share        Offering price      Registration fee


Common Stock
$0.01 par value
per share                  300,000                   $4.125*            $1,237,500            $365.06
</TABLE>

* The exercise  price of stock options is used for purposes of  calculating  the
registration fee.


<PAGE>



Part I.  Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

         Not  included  in this  Registration  Statement  but  provided or to be
provided to Plan participants pursuant to Rule 428(b)(1).

Item 2.  Registrant Information and Employee Plan Annual Information

         Not  included  in this  Registration  Statement  but  provided or to be
provided to Plan participants pursuant to Rule 428(b).

Part II. Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

         The following  documents or portions thereof are hereby incorporated by
reference:

         The  Registrant's  Annual  Report for the fiscal year ended January 31,
         1998 on Form 10-K,  filed  pursuant to Section 13(a) of the  Securities
         Exchange Act of 1934, as amended  (Commission  File No.  0-15385) ("the
         1997 Form 10-K").

         The  description  of the  Registrant's  common  stock  contained  in or
         incorporated into the Registrant's  Registration  Statement on Form 8-A
         filed with the  Securities  and Exchange  Commission  on June 23, 1987,
         File No. 0-15385.

         All other reports filed by the Registrant  pursuant to Section 13(a) or
         15(b) of the Exchange Act since the end of the Registrant's 1997 fiscal
         year.

         All documents  subsequently filed by the Registrant pursuant to Section
         13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
         amended, prior to filing of a post-effective  amendment which indicates
         that all  securities  offered have been sold or which  deregisters  all
         securities then remaining unsold, shall be deemed to be incorporated by
         reference in this Registration Statement and to be part hereof from the
         date of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The law firm of Wyche,  Burgess,  Freeman & Parham,  P.A.,  located  in
         Greenville,  South Carolina, is counsel to the Registrant in connection
         with this  Registration  Statement and has passed on certain aspects of
         the legality of the common stock  covered  hereby.  As of May 20, 1998,
         attorneys  of Wyche,  Burgess,  Freeman and Parham,  P.A.  beneficially
         owned  less than 1% of the  outstanding  shares of common  stock of the
         Registrant.

Item 6.  Indemnification of Directors and Officers

         Reference is made to Section 145 of the General  Corporation Law of the
         State of Delaware respecting  indemnification of officers and directors
         of Delaware corporations in connection with legal proceedings involving
         any such  persons  because  of  being  or  having  been an  officer  or
         director.   These  provisions   permit  a  corporation   under  certain
         circumstances  to indemnify an individual  made a party to a proceeding
         because  he or she is or was a director  or  officer  of a  corporation
         against  liability  incurred  in the  proceedings.  In  addition,  this
         section  requires  corporations  to  indemnify  directors  or  officers
         against  expenses  reasonably and actually  incurred in connection with
         certain  types of  proceedings  in which such  director  or officer was
         successful,  on the merits or  otherwise.  This  section also permits a
         corporation  to purchase and  maintain  insurance on behalf of a person
         who is or was an officer or director of such corporation.

         Reference  is  further  made  in  Article  VII  of the  Certificate  of
         Incorporation of the Registrant.  (See Exhibit 4(a) and 4(a)(1) to this
         Registration Statement.)

         Reference is further made to Article XII of the Bylaws of the
         Registrant.  (See Exhibit 4(b) to this Registration Statement.)

Item 7.  Exemption from Registration Claimed

         Not applicable

Item 8.  Exhibits

         4(a)     Certificate of  Incorporation  of the Registrant,  as amended:
                  Incorporated by reference to Exhibit 3(a) in the  Registrant's
                  Registration  Statement on Form S-1, (File No. 33-13321) ("the
                  Form S-1").

         4(a)(1)  Certificate of Amendment of Certificate  of  Incorporation  of
                  the  Registrant:  Incorporated by reference to Exhibit 3(a)(1)
                  in Registrant's  Annual Report on Form 10-K for the year ended
                  January 1, 1994, (File No. 0-15385) ("the 1993 Form 10-K").

         4(b)     Restated  By-Laws of the  Registrant,  as of July 22, 1992 and
                  amended as of July 20, 1994 and March 14,  1996:  Incorporated
                  by reference to Exhibit 3(b) in Registrant's  Annual Report on
                  Form 10-K for the year ended December 30, 1995 (File No.
                  0-15385) ("the 1994 Form 10-K").

         4(d)     One Price Clothing Stores, Inc. and Wachovia Bank of North
                  Carolina, N.A. as Rights Agent Shareholder Rights Agreement
                  dated November 3, 1994: Incorporated by reference to Exhibit
                  2 to the Registrant's Form 8-K filed November
                  10, 1994 (File No. 0-15385).

         4(e)     Specimen of  Certificate  of the  Registrant's  Common  Stock:
                  Incorporated  by  reference  to  Exhibit 1 to the  Registrants
                  Registration  Statement  on Form 8-A filed June 23, 1987 (File
                  No. 0-15385).

         5        Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding
                  certain aspects of the legality of shares of common stock of
                  the Registrant covered by this Registration Statement.

         23(a)    Consent of Wyche, Burgess, Freeman & Parham, P.A. - contained
                  in Exhibit 5.

         23(b)  Consent of Deloitte & Touche  LLP,  Independent  Accountants  to
incorporation by reference in Registration Statement.

         24        Power of Attorney is contained on the signature page of this
                   filing.

         99(a)    One Price Clothing Stores, Inc. Stock Option Agreement.

         99(b)    Employment   Agreement   dated  March  26,  1997  between  the
                  Registrant and Larry I. Kelley:  Incorporated  by Reference to
                  Exhibit 10(o) to the Registrant's 1996 Form 10-K.

Item 9.  Undertakings

         (a)       The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                      being   made,   a   post-effective   amendment   to   this
                      Registration  Statement:  (i) To  include  any  prospectus
                      required  by Section  10(a)(3)  of the  Securities  Act of
                      1933;

                (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising after the effective date of the Registrant Statement
                    (or the  most  recent  post-  effective  amendment  thereof)
                    which,  individually  or  in  the  aggregate,  represents  a
                    fundamental  change  in the  information  set  forth  in the
                    Registration Statement.  Not withstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of  securities  offered  would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the  estimated  maximum  offering  range  may be
                    reflected  in  the  form  of   prospectus   filed  with  the
                    Commission  pursuant to Rule 424(b)  (ss.230.424(b)  of this
                    chapter)  if, in the  aggregate,  the  changes in volume and
                    price  represent  no more than a 20%  change in the  maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   registration
                    statement.  [Amended  to  Release  No.  33-7168(P.  85,420),
                    effective  June 7 1996,  60 FR 26604.]  (iii) To include any
                    material   information   with   respect   to  the   plan  of
                    distribution  not previously  disclosed in the  Registration
                    Statement or any material change to such  information in the
                    Registration Statement;  Provided,  however, that paragraphs
                    (a) (1) (i) and (a) (1) (ii) do not apply if the information
                    required to be included in the  post-effective  amendment by
                    those  paragraphs is contained in periodic  reports filed to
                    the Commission by the  Registrant  pursuant to Section 13 or
                    Section  15(d) of the  Securities  Exchange Act of 1934 that
                    are incorporated by reference in the Registration Statement;

                  (2) That, for the purpose of determining  any liability  under
                      the  Securities  Act of  1933,  each  such  post-effective
                      amendment  shall  be  deemed  to  be  a  new  registration
                      statement relating to the securities offered therein,  and
                      the  offering  of such  securities  at that time  shall be
                      deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
                      amendment any of the  securities  being  registered  which
                      remain unsold at the termination of the offering.

         (b)      The  undersigned   Registrant   hereby  undertakes  that,  for
                  purposes of determining any liability under the Securities Act
                  of  1933,  each  filing  of  the  Registrant's  annual  report
                  pursuant to Section 13(a) or Section  15(d) of the  Securities
                  Exchange Act of 1934 that is  incorporated by reference in the
                  Registration   Statement   shall  be   deemed   to  be  a  new
                  Registration  Statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities  Act of  1933  may  be  permitted  to  directors,
                  officers and controlling  persons of the Registrant pursuant
                  to the foregoing  provisions,  or otherwise,  the Registrant
                  has been advised that in the opinion of the  Securities  and
                  Exchange  Commission such  indemnification is against public
                  policy as  expressed in the  Securities  Act of 1933 and is,
                  therefore,  unenforceable.  In the  event  that a claim  for
                  indemnification  against  such  liabilities  (other than the
                  payment by the Registrant of expenses  incurred or paid by a
                  director, officer or controlling person of the Registrant in
                  the successful defense of any action, suit or proceeding) is
                  asserted by such director,  officer or controlling person in
                  connection  with  the  securities  being   registered,   the
                  Registrant  will,  unless in the  opinion of its counsel the
                  matter has been settled by controlling precedent,  submit to
                  a court of  appropriate  jurisdiction  the question  whether
                  such  indemnification  by it is  against  public  policy  as
                  expressed in the Securities Act of 1933 and will be governed
                  by the final adjudication of such issue.



                                         SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
         the Registrant certifies that it has reasonable grounds to believe that
         it meets all of the  requirements  for  filing on Form S-8 and has duly
         caused this  Registration  Statement  to be signed on its behalf by the
         undersigned, thereunto duly authorized, in the City of Duncan, State of
         South Carolina, on May 21 1998.

         ONE PRICE CLOTHING STORES, INC.

                                                    By:      /s/ Grant H. Gibson
                                                                 Grant H. Gibson
                                                                       Secretary

                                    POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose
         signature appears below  constitutes and appoints Henry D. Jacobs,  Jr.
         and Grant H. Gibson, each of them, as true and lawful attorneys-in-fact
         and agents, with full power of substitution and resubstitution, for him
         and in his name,  place and stead, in any and all  capacities,  to sign
         any and all  amendments  (including  pre-effective  and  post-effective
         amendments) to this Registration Statements, and to file the same, with
         all exhibits thereto, and other documents in connection therewith, with
         the   Securities   and   Exchange   Commission,   granting   unto  said
         attorneys-in-fact  and  agents,  and  each  of  them,  full  power  and
         authority to do and perform each and every act and thing  requisite and
         necessary to be done in and about the premises, as fully to all intents
         and purposes as he might or could do in person,  hereby  ratifying  and
         confirming all which said  attorneys-in-fact and agents or any of them,
         or their or his substitute or  substitutes  may lawfully do or cause to
         be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
         this Registration Statement has been signed by the following persons in
         the capacities and on the date indicated:
<TABLE>
<S>      <C>                                                  <C> 

         Date:    May 21, 1998                                /s/ Henry D. Jacobs, Jr.
                                                              ------------------------
                                                              Henry D. Jacobs, Jr.
                                                              Chairman of the Board

         Date:    May 21, 1998                                /s/ Larry I. Kelley
                                                              -------------------
                                 Larry I. Kelley
                                                              President and Chief Executive Officer
                                                              (principal executive officer)

         Date:    May 21, 1998                                /s/ Grant H. Gibson
                                                              -------------------
                                                              Grant H. Gibson
                                                              Secretary

         Date:    May 21, 1998                                /s/ Stephen A. Feldman
                                                              ----------------------
                                                              Stephen A. Feldman
                                                              Executive Vice President &
                                                              Chief Financial Officer
                                                              (principal financial officer)

         Date:    May 21, 1998                                /s/ Cynthia R. Cohen
                                                              --------------------
                                                              Cynthia R. Cohen
                                                              Director

         Date:    May 21, 1998                                /s/ Charles D. Moseley, Jr.
                                                              ---------------------------
                                                              Charles D. Moseley, Jr.
                                                               Director

         Date:    May 21, 1998                                /s/ Laurie M. Shahon
                                                              --------------------
                                                              Laurie M. Shahon
                                                              Director

         Date:    May 21, 1998                                /s/ Malcolm L. Sherman
                                                              ----------------------
                                                              Malcolm L. Sherman
                                                              Director

         Date:    May 21, 1998                                /s/ James M. Shoemaker, Jr.
                                                              ---------------------------
                                                              James M. Shoemaker, Jr.
                                                              Director

         Date:    May 21, 1998                                /s/ Leonard M. Snyder
                                                              ---------------------
                                                              Leonard M. Snyder
                                                              Director

         Date:    May 21, 1998                                /s/ Raymond S. Waters
                                                              ---------------------
                                                              Raymond S. Waters
                                                              Director
</TABLE>


                 ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
                                   EXHIBIT INDEX

         4(a)     Certificate of  Incorporation  of the Registrant,  as amended:
                  Incorporated by reference to Exhibit 3(a) in the  Registrant's
                  Registration  Statement on Form S-1, (File No. 33-13321) ("the
                  Form S-1").

         4(a)(1)  Certificate of Amendment of Certificate  of  Incorporation  of
                  the  Registrant:  Incorporated by reference to Exhibit 3(a)(1)
                  in Registrant's  Annual Report on Form 10-K for the year ended
                  January 1, 1994, (File No. 0-15385) ("the 1993 Form 10-K").

         4(b)     Restated  By-Laws of the  Registrant,  as of July 22, 1992 and
                  amended  July 20,  1994 and March 14,  1996:  Incorporated  by
                  reference to Exhibit  3(b) in  Registrant's  Annual  Report on
                  Form 10-K for the year ended December 30, 1995 (File No.
                  0-15385) ("the 1995 Form 10-K").

         4(d)     One Price  Clothing  Stores,  Inc. and Wachovia Bank of
                  North Carolina, N.A. as Rights Agent Shareholder Rights
                  Agreement  dated  November  3,  1994:  Incorporated  by
                  reference  to  Exhibit 2 to the  Registrant's  Form 8-K
                  filed November 10, 1994 (File No. 0-15385).

         4(e)     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 June 23, 1987 (File
                  No. 0-15385).

         5        Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding 
                  certain aspects of the legality of shares of common stock of 
                  the Registrant covered by this Registration Statement.

         23(a)    Consent of Wyche, Burgess, Freeman & Parham, P.A. - contained 
                  in Exhibit 5.

         23(b)   Consent of Deloitte & Touche  LLP, Independent  Accountants  to
                 incorporation by reference in Registration Statement.

         24 Power of Attorney is contained on the signature page of this filing.

         99(a)    One Price Clothing Stores, Inc. Stock Option Agreement.

         99(b)    Employment Agreement dated March 26, 1997 between the 
                  Registrant and Larry I. Kelley: Incorporated by Reference to
                  Exhibit 10(o) to the Registrant's 1996 Form 10-K. 
                  (File No. 0-158385) ("the 1996 Form 10-K").
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23641}]
{"company-data": {"conformed-name": "ONE PRICE CLOTHING STORES INC", "cik": "0000812446", "assigned-sic": "5621", "irs-number": "570779028", "state-of-incorporation": "DE", "fiscal-year-end": "0203"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55779", "film-number": "98640844"}, "business-address": {"street1": "HWY 290 COMMERCE PK", "street2": "1875 E MAIN ST", "city": "DUNCAN", "state": "SC", "zip": "29334", "phone": "8034338888"}, "mail-address": {"street1": "P O BOX 2487", "city": "SPARTANBURG", "state": "SC", "zip": "29304"}}
UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

                             Washington, D.C. 20549

                   REGISTRATION STATEMENT UNDER THE SECURITIES

                                   ACT OF 1933
                         ONE PRICE CLOTHING STORES, INC.
            (Exact name of Registrant as specified in its Charter)
Delaware                                                     57-0779028
         (State or other jurisdiction of                                             (I.R.S. Employer
         incorporation or organization)                                             Identification No.)

         Highway 290, Commerce Park
            1875 East Main Street
          Duncan, South Carolina                                                          29334
  (Address of principle executive office)                                                (Zip Code)
ONE PRICE CLOTHING STORES, INC. STOCK OPTION AGREEMENT
                             (Full Title of Plan)

                         Grant H. Gibson, Secretary
                       One Price Clothing Stores, Inc.
                          Highway 290, Commerce Park
                             1875 East Main Street
                        Duncan, South Carolina  29334
                 (Name and address of agent for service)

                              (864) 433-8888
          (Telephone number, including area code of agent for service)

                      Calculation of Registration Fee
Proposed
                                                  Proposed              maximum
 Title of securities      Amount to be        Maximum offering         aggregate             Amount of
  to be registered         registered         Price per share        Offering price      Registration fee

Common Stock
$0.01 par value
per share                  300,000                   $4.125*            $1,237,500            $365.06
* The exercise  price of stock options is used for purposes of  calculating  the
registration fee.
Part I.  Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

         Not  included  in this  Registration  Statement  but  provided or to be
provided to Plan participants pursuant to Rule 428(b)(1).

Item 2.  Registrant Information and Employee Plan Annual Information

         Not  included  in this  Registration  Statement  but  provided or to be
provided to Plan participants pursuant to Rule 428(b).

Part II. Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

         The following  documents or portions thereof are hereby incorporated by
reference:

         The  Registrant's  Annual  Report for the fiscal year ended January 31,
         1998 on Form 10-K,  filed  pursuant to Section 13(a) of the  Securities
         Exchange Act of 1934, as amended  (Commission  File No.  0-15385) ("the
         1997 Form 10-K").

         The  description  of the  Registrant's  common  stock  contained  in or
         incorporated into the Registrant's  Registration  Statement on Form 8-A
         filed with the  Securities  and Exchange  Commission  on June 23, 1987,
         File No. 0-15385.

         All other reports filed by the Registrant  pursuant to Section 13(a) or
         15(b) of the Exchange Act since the end of the Registrant's 1997 fiscal
         year.

         All documents  subsequently filed by the Registrant pursuant to Section
         13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
         amended, prior to filing of a post-effective  amendment which indicates
         that all  securities  offered have been sold or which  deregisters  all
         securities then remaining unsold, shall be deemed to be incorporated by
         reference in this Registration Statement and to be part hereof from the
         date of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The law firm of Wyche,  Burgess,  Freeman & Parham,  P.A.,  located  in
         Greenville,  South Carolina, is counsel to the Registrant in connection
         with this  Registration  Statement and has passed on certain aspects of
         the legality of the common stock  covered  hereby.  As of May 20, 1998,
         attorneys  of Wyche,  Burgess,  Freeman and Parham,  P.A.  beneficially
         owned  less than 1% of the  outstanding  shares of common  stock of the
         Registrant.

Item 6.  Indemnification of Directors and Officers

         Reference is made to Section 145 of the General  Corporation Law of the
         State of Delaware respecting  indemnification of officers and directors
         of Delaware corporations in connection with legal proceedings involving
         any such  persons  because  of  being  or  having  been an  officer  or
         director.   These  provisions   permit  a  corporation   under  certain
         circumstances  to indemnify an individual  made a party to a proceeding
         because  he or she is or was a director  or  officer  of a  corporation
         against  liability  incurred  in the  proceedings.  In  addition,  this
         section  requires  corporations  to  indemnify  directors  or  officers
         against  expenses  reasonably and actually  incurred in connection with
         certain  types of  proceedings  in which such  director  or officer was
         successful,  on the merits or  otherwise.  This  section also permits a
         corporation  to purchase and  maintain  insurance on behalf of a person
         who is or was an officer or director of such corporation.

         Reference  is  further  made  in  Article  VII  of the  Certificate  of
         Incorporation of the Registrant.  (See Exhibit 4(a) and 4(a)(1) to this
         Registration Statement.)

         Reference is further made to Article XII of the Bylaws of the
         Registrant.  (See Exhibit 4(b) to this Registration Statement.)

Item 7.  Exemption from Registration Claimed

         Not applicable

Item 8.  Exhibits

         4(a)     Certificate of  Incorporation  of the Registrant,  as amended:
                  Incorporated by reference to Exhibit 3(a) in the  Registrant's
                  Registration  Statement on Form S-1, (File No. 33-13321) ("the
                  Form S-1").

         4(a)(1)  Certificate of Amendment of Certificate  of  Incorporation  of
                  the  Registrant:  Incorporated by reference to Exhibit 3(a)(1)
                  in Registrant's  Annual Report on Form 10-K for the year ended
                  January 1, 1994, (File No. 0-15385) ("the 1993 Form 10-K").

         4(b)     Restated  By-Laws of the  Registrant,  as of July 22, 1992 and
                  amended as of July 20, 1994 and March 14,  1996:  Incorporated
                  by reference to Exhibit 3(b) in Registrant's  Annual Report on
                  Form 10-K for the year ended December 30, 1995 (File No.
                  0-15385) ("the 1994 Form 10-K").

         4(d)     One Price Clothing Stores, Inc. and Wachovia Bank of North
                  Carolina, N.A. as Rights Agent Shareholder Rights Agreement
                  dated November 3, 1994: Incorporated by reference to Exhibit
                  2 to the Registrant's Form 8-K filed November
                  10, 1994 (File No. 0-15385).

         4(e)     Specimen of  Certificate  of the  Registrant's  Common  Stock:
                  Incorporated  by  reference  to  Exhibit 1 to the  Registrants
                  Registration  Statement  on Form 8-A filed June 23, 1987 (File
                  No. 0-15385).

         5        Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding
                  certain aspects of the legality of shares of common stock of
                  the Registrant covered by this Registration Statement.

         23(a)    Consent of Wyche, Burgess, Freeman & Parham, P.A. - contained
                  in Exhibit 5.

         23(b)  Consent of Deloitte & Touche  LLP,  Independent  Accountants  to
incorporation by reference in Registration Statement.

         24        Power of Attorney is contained on the signature page of this
                   filing.

         99(a)    One Price Clothing Stores, Inc. Stock Option Agreement.

         99(b)    Employment   Agreement   dated  March  26,  1997  between  the
                  Registrant and Larry I. Kelley:  Incorporated  by Reference to
                  Exhibit 10(o) to the Registrant's 1996 Form 10-K.

Item 9.  Undertakings

         (a)       The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                      being   made,   a   post-effective   amendment   to   this
                      Registration  Statement:  (i) To  include  any  prospectus
                      required  by Section  10(a)(3)  of the  Securities  Act of
                      1933;

                (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising after the effective date of the Registrant Statement
                    (or the  most  recent  post-  effective  amendment  thereof)
                    which,  individually  or  in  the  aggregate,  represents  a
                    fundamental  change  in the  information  set  forth  in the
                    Registration Statement.  Not withstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of  securities  offered  would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the  estimated  maximum  offering  range  may be
                    reflected  in  the  form  of   prospectus   filed  with  the
                    Commission  pursuant to Rule 424(b)  (ss.230.424(b)  of this
                    chapter)  if, in the  aggregate,  the  changes in volume and
                    price  represent  no more than a 20%  change in the  maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   registration
                    statement.  [Amended  to  Release  No.  33-7168(P.  85,420),
                    effective  June 7 1996,  60 FR 26604.]  (iii) To include any
                    material   information   with   respect   to  the   plan  of
                    distribution  not previously  disclosed in the  Registration
                    Statement or any material change to such  information in the
                    Registration Statement;  Provided,  however, that paragraphs
                    (a) (1) (i) and (a) (1) (ii) do not apply if the information
                    required to be included in the  post-effective  amendment by
                    those  paragraphs is contained in periodic  reports filed to
                    the Commission by the  Registrant  pursuant to Section 13 or
                    Section  15(d) of the  Securities  Exchange Act of 1934 that
                    are incorporated by reference in the Registration Statement;

                  (2) That, for the purpose of determining  any liability  under
                      the  Securities  Act of  1933,  each  such  post-effective
                      amendment  shall  be  deemed  to  be  a  new  registration
                      statement relating to the securities offered therein,  and
                      the  offering  of such  securities  at that time  shall be
                      deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
                      amendment any of the  securities  being  registered  which
                      remain unsold at the termination of the offering.

         (b)      The  undersigned   Registrant   hereby  undertakes  that,  for
                  purposes of determining any liability under the Securities Act
                  of  1933,  each  filing  of  the  Registrant's  annual  report
                  pursuant to Section 13(a) or Section  15(d) of the  Securities
                  Exchange Act of 1934 that is  incorporated by reference in the
                  Registration   Statement   shall  be   deemed   to  be  a  new
                  Registration  Statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities  Act of  1933  may  be  permitted  to  directors,
                  officers and controlling  persons of the Registrant pursuant
                  to the foregoing  provisions,  or otherwise,  the Registrant
                  has been advised that in the opinion of the  Securities  and
                  Exchange  Commission such  indemnification is against public
                  policy as  expressed in the  Securities  Act of 1933 and is,
                  therefore,  unenforceable.  In the  event  that a claim  for
                  indemnification  against  such  liabilities  (other than the
                  payment by the Registrant of expenses  incurred or paid by a
                  director, officer or controlling person of the Registrant in
                  the successful defense of any action, suit or proceeding) is
                  asserted by such director,  officer or controlling person in
                  connection  with  the  securities  being   registered,   the
                  Registrant  will,  unless in the  opinion of its counsel the
                  matter has been settled by controlling precedent,  submit to
                  a court of  appropriate  jurisdiction  the question  whether
                  such  indemnification  by it is  against  public  policy  as
                  expressed in the Securities Act of 1933 and will be governed
                  by the final adjudication of such issue.

                                         SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
         the Registrant certifies that it has reasonable grounds to believe that
         it meets all of the  requirements  for  filing on Form S-8 and has duly
         caused this  Registration  Statement  to be signed on its behalf by the
         undersigned, thereunto duly authorized, in the City of Duncan, State of
         South Carolina, on May 21 1998.

         ONE PRICE CLOTHING STORES, INC.

                                                    By:      /s/ Grant H. Gibson
                                                                 Grant H. Gibson
                                                                       Secretary

                                    POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose
         signature appears below  constitutes and appoints Henry D. Jacobs,  Jr.
         and Grant H. Gibson, each of them, as true and lawful attorneys-in-fact
         and agents, with full power of substitution and resubstitution, for him
         and in his name,  place and stead, in any and all  capacities,  to sign
         any and all  amendments  (including  pre-effective  and  post-effective
         amendments) to this Registration Statements, and to file the same, with
         all exhibits thereto, and other documents in connection therewith, with
         the   Securities   and   Exchange   Commission,   granting   unto  said
         attorneys-in-fact  and  agents,  and  each  of  them,  full  power  and
         authority to do and perform each and every act and thing  requisite and
         necessary to be done in and about the premises, as fully to all intents
         and purposes as he might or could do in person,  hereby  ratifying  and
         confirming all which said  attorneys-in-fact and agents or any of them,
         or their or his substitute or  substitutes  may lawfully do or cause to
         be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
         this Registration Statement has been signed by the following persons in
         the capacities and on the date indicated:
Date:    May 21, 1998                                /s/ Henry D. Jacobs, Jr.
                                                              ------------------------
                                                              Henry D. Jacobs, Jr.
                                                              Chairman of the Board

         Date:    May 21, 1998                                /s/ Larry I. Kelley
                                                              -------------------
                                 Larry I. Kelley
                                                              President and Chief Executive Officer
                                                              (principal executive officer)

         Date:    May 21, 1998                                /s/ Grant H. Gibson
                                                              -------------------
                                                              Grant H. Gibson
                                                              Secretary

         Date:    May 21, 1998                                /s/ Stephen A. Feldman
                                                              ----------------------
                                                              Stephen A. Feldman
                                                              Executive Vice President &
                                                              Chief Financial Officer
                                                              (principal financial officer)

         Date:    May 21, 1998                                /s/ Cynthia R. Cohen
                                                              --------------------
                                                              Cynthia R. Cohen
                                                              Director

         Date:    May 21, 1998                                /s/ Charles D. Moseley, Jr.
                                                              ---------------------------
                                                              Charles D. Moseley, Jr.
                                                               Director

         Date:    May 21, 1998                                /s/ Laurie M. Shahon
                                                              --------------------
                                                              Laurie M. Shahon
                                                              Director

         Date:    May 21, 1998                                /s/ Malcolm L. Sherman
                                                              ----------------------
                                                              Malcolm L. Sherman
                                                              Director

         Date:    May 21, 1998                                /s/ James M. Shoemaker, Jr.
                                                              ---------------------------
                                                              James M. Shoemaker, Jr.
                                                              Director

         Date:    May 21, 1998                                /s/ Leonard M. Snyder
                                                              ---------------------
                                                              Leonard M. Snyder
                                                              Director

         Date:    May 21, 1998                                /s/ Raymond S. Waters
                                                              ---------------------
                                                              Raymond S. Waters
                                                              Director
ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
                                   EXHIBIT INDEX

         4(a)     Certificate of  Incorporation  of the Registrant,  as amended:
                  Incorporated by reference to Exhibit 3(a) in the  Registrant's
                  Registration  Statement on Form S-1, (File No. 33-13321) ("the
                  Form S-1").

         4(a)(1)  Certificate of Amendment of Certificate  of  Incorporation  of
                  the  Registrant:  Incorporated by reference to Exhibit 3(a)(1)
                  in Registrant's  Annual Report on Form 10-K for the year ended
                  January 1, 1994, (File No. 0-15385) ("the 1993 Form 10-K").

         4(b)     Restated  By-Laws of the  Registrant,  as of July 22, 1992 and
                  amended  July 20,  1994 and March 14,  1996:  Incorporated  by
                  reference to Exhibit  3(b) in  Registrant's  Annual  Report on
                  Form 10-K for the year ended December 30, 1995 (File No.
                  0-15385) ("the 1995 Form 10-K").

         4(d)     One Price  Clothing  Stores,  Inc. and Wachovia Bank of
                  North Carolina, N.A. as Rights Agent Shareholder Rights
                  Agreement  dated  November  3,  1994:  Incorporated  by
                  reference  to  Exhibit 2 to the  Registrant's  Form 8-K
                  filed November 10, 1994 (File No. 0-15385).

         4(e)     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 June 23, 1987 (File
                  No. 0-15385).

         5        Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding 
                  certain aspects of the legality of shares of common stock of 
                  the Registrant covered by this Registration Statement.

         23(a)    Consent of Wyche, Burgess, Freeman & Parham, P.A. - contained 
                  in Exhibit 5.

         23(b)   Consent of Deloitte & Touche  LLP, Independent  Accountants  to
                 incorporation by reference in Registration Statement.

         24 Power of Attorney is contained on the signature page of this filing.

         99(a)    One Price Clothing Stores, Inc. Stock Option Agreement.

         99(b)    Employment Agreement dated March 26, 1997 between the 
                  Registrant and Larry I. Kelley: Incorporated by Reference to
                  Exhibit 10(o) to the Registrant's 1996 Form 10-K. 
                  (File No. 0-158385) ("the 1996 Form 10-K").