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 principal 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                  40,000                    $4.469*             $178,760              $49.70
</TABLE>

* 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 30,
         1999 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  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 1998 fiscal
         year.

         All documents subsequently filed by the Registrant pursuant to Sections
         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

         Grant H. Gibson,  Esq., 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.   Mr.   Gibson  is
         Vice-President,   Corporate  Secretary  and  General  Counsel  for  the
         Company.  As of September 2, 1999, Mr. Gibson  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  against
         liability  asserted against such officers and directors and incurred by
         such officers or directors in the capacity of his or her office..

         Reference  is  further  made  in  Article  VII  of the  Certificate  of
         Incorporation  of  the  Registrant  which  is  incorporated  herein  by
         reference.   (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 which is incorporated herein by reference. (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).

         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).

         4(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).

         4(d)     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 Grant H. Gibson, Esq., regarding certain aspects of
                  the legality of shares of common stock of the Registrant
                  covered by this Registration Statement.

         23(a)    Consent of Grant Gibson , Esq. - 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)    Agreement  dated April 12, 1999 between the  Registrant and H.
                  Dane Reynolds:  Incorporated  by Reference to Exhibit 10(r) to
                  the Registrant's Annual Report on Form 10-K for the year ended
                  January 30, 1999, (File No. 0-15385).

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, represent a fundamental change in the infor-
                 mation set forth in the Registration  Statement.
                 Notwithstanding 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)
                 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.

          (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 August 4, 1998.

                                              ONE PRICE CLOTHING STORES, INC.

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

                                     POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose
         signature  appears below  constitutes  and appoints Larry I. Kelley 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:    September 2, 1999                  /s/ Leonard M. Snyder
                                                     --------------------------------------------
                                                     Leonard M. Snyder
                                                     Chairman of the Board

         Date:    September 2, 1999                  /s/ Larry I. Kelley
                                                     --------------------------------------------
                                                     Larry I. Kelley
                                                     President and Chief Executive Officer
                                                     (principal executive officer)

         Date:    September 2, 1999                  /s/ H. Dane Reynolds
                                                     --------------------------------------------
                                                     H. Dane Reynolds
                                                     Senior Vice President and
                                                     Chief Financial Officer
                                                     (principal financial officer and principal
                                                     accounting officer).


         Date:    September 2, 1999                  /s/ Grant H. Gibson
                                                     --------------------------------------------
                                                     Grant H. Gibson, Esq.
                                                     Secretary

         Date:    September 2, 1999                  /s/ Warren Flick
                                                     --------------------------------------------
                                                     Warren Flick
                                                     Director

         Date:    September 2, 1999                  /s/ Laurie M. Shahon
                                                     --------------------------------------------
                                                     Laurie M. Shahon
                                                     Director

         Date:    September 2, 1999                  /s/ Malcolm L. Sherman
                                                     --------------------------------------------
                                                     Malcolm L. Sherman
                                                     Director

         Date:    September 2, 1999                  /s/ James M. Shoemaker, Jr.
                                                     --------------------------------------------
                                                     James M. Shoemaker, Jr.
                                                     Director

         Date:    September 2, 1999                  /s/ Allan Tofias
                                                     --------------------------------------------
                                                     Allan Tofias
                                                     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).

         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).

         4(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).

         4(d)     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 Grant H. Gibson, Esq. regarding certain aspects of
                  the legality of shares of common stock of the Registrant
                  covered by this Registration Statement.

         23(a)    Consent Grant H. Gibson, Esq. - 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)    Agreement  dated April 12, 1999 between the  Registrant and H.
                  Dane Reynolds:  Incorporated  by Reference to Exhibit 10(r) to
                  the Registrant's Annual Report on Form 10-K for the year ended
                  January 30, 1999, (File No. 0-15385).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21770}]
{"company-data": {"conformed-name": "ONE PRICE CLOTHING STORES INC", "cik": "0000812446", "assigned-sic": "5621", "irs-number": "570779028", "state-of-incorporation": "DE", "fiscal-year-end": "0130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86429", "film-number": "99705340"}, "business-address": {"street1": "HWY 290 COMMERCE PK", "street2": "1875 E MAIN ST", "city": "DUNCAN", "state": "SC", "zip": "29334", "phone": "8644338888"}, "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 principal 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                  40,000                    $4.469*             $178,760              $49.70
* 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 30,
         1999 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  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 1998 fiscal
         year.

         All documents subsequently filed by the Registrant pursuant to Sections
         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

         Grant H. Gibson,  Esq., 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.   Mr.   Gibson  is
         Vice-President,   Corporate  Secretary  and  General  Counsel  for  the
         Company.  As of September 2, 1999, Mr. Gibson  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  against
         liability  asserted against such officers and directors and incurred by
         such officers or directors in the capacity of his or her office..

         Reference  is  further  made  in  Article  VII  of the  Certificate  of
         Incorporation  of  the  Registrant  which  is  incorporated  herein  by
         reference.   (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 which is incorporated herein by reference. (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).

         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).

         4(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).

         4(d)     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 Grant H. Gibson, Esq., regarding certain aspects of
                  the legality of shares of common stock of the Registrant
                  covered by this Registration Statement.

         23(a)    Consent of Grant Gibson , Esq. - 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)    Agreement  dated April 12, 1999 between the  Registrant and H.
                  Dane Reynolds:  Incorporated  by Reference to Exhibit 10(r) to
                  the Registrant's Annual Report on Form 10-K for the year ended
                  January 30, 1999, (File No. 0-15385).

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, represent a fundamental change in the infor-
                 mation set forth in the Registration  Statement.
                 Notwithstanding 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)
                 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.

          (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 August 4, 1998.

                                              ONE PRICE CLOTHING STORES, INC.

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

                                     POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose
         signature  appears below  constitutes  and appoints Larry I. Kelley 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:    September 2, 1999                  /s/ Leonard M. Snyder
                                                     --------------------------------------------
                                                     Leonard M. Snyder
                                                     Chairman of the Board

         Date:    September 2, 1999                  /s/ Larry I. Kelley
                                                     --------------------------------------------
                                                     Larry I. Kelley
                                                     President and Chief Executive Officer
                                                     (principal executive officer)

         Date:    September 2, 1999                  /s/ H. Dane Reynolds
                                                     --------------------------------------------
                                                     H. Dane Reynolds
                                                     Senior Vice President and
                                                     Chief Financial Officer
                                                     (principal financial officer and principal
                                                     accounting officer).

         Date:    September 2, 1999                  /s/ Grant H. Gibson
                                                     --------------------------------------------
                                                     Grant H. Gibson, Esq.
                                                     Secretary

         Date:    September 2, 1999                  /s/ Warren Flick
                                                     --------------------------------------------
                                                     Warren Flick
                                                     Director

         Date:    September 2, 1999                  /s/ Laurie M. Shahon
                                                     --------------------------------------------
                                                     Laurie M. Shahon
                                                     Director

         Date:    September 2, 1999                  /s/ Malcolm L. Sherman
                                                     --------------------------------------------
                                                     Malcolm L. Sherman
                                                     Director

         Date:    September 2, 1999                  /s/ James M. Shoemaker, Jr.
                                                     --------------------------------------------
                                                     James M. Shoemaker, Jr.
                                                     Director

         Date:    September 2, 1999                  /s/ Allan Tofias
                                                     --------------------------------------------
                                                     Allan Tofias
                                                     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).

         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).

         4(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).

         4(d)     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 Grant H. Gibson, Esq. regarding certain aspects of
                  the legality of shares of common stock of the Registrant
                  covered by this Registration Statement.

         23(a)    Consent Grant H. Gibson, Esq. - 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)    Agreement  dated April 12, 1999 between the  Registrant and H.
                  Dane Reynolds:  Incorporated  by Reference to Exhibit 10(r) to
                  the Registrant's Annual Report on Form 10-K for the year ended
                  January 30, 1999, (File No. 0-15385).