ONE PRICE CLOTHING STORES INC
8-K, 1997-01-22
WOMEN'S CLOTHING STORES
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    Form 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): January 21, 1997

                         ONE PRICE CLOTHING STORES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>       <C>                                <C>                                <C>
              Delaware                           0-15385                            57-0779028
         (State or other                    (Commission                         (IRS Employer
         jurisdiction of                    File Number)                        Identification
         incorporation)                                                             Number)
</TABLE>

                                   Highway 290
                                  Commerce Park
                                Duncan, SC 29334
               (Address of principal executive offices; zip code)

      Registrant's telephone number, including area code: (864) 433-8888

                    --------------------------------------------
          (Former name or former address, if changed since last report)



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Item 5.  Other Events.

         On January  21 , 1997,  One Price  Clothing  Stores,  Inc.,  issued the
attached Press Release, which press release is incorporated herein by reference.


Item 7.  Financial Statements and Exhibits.
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<S>       <C>     <C>
         ( c )    Exhibits

                  20.  Press release dated January 21, 1997

</TABLE>

<PAGE>



                                    SIGNATURE

   Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.
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<S>                                                  <C>              <C>
                                                     ONE PRICE CLOTHING STORES, INC.
                                                     (Registrant)

                                                     By:               /s/ Stephen A. Feldman

                                                     Name:             Stephen A. Feldman

                                                     Title:            Executive Vice President and
                                                                       Chief Financial Officer

                                                     Dated:            January 21, 1997

</TABLE>

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<TABLE>
<S>                                                                    <C>           <C>
FOR IMMEDIATE RELEASE                                                  Contact:      Stephen A. Feldman
                                                                                     Executive V.P. & CFO
                                                                                     Telephone:  864/486-6489
</TABLE>


Duncan, S.C., January 21, 1997 -- One Price Clothing Stores, Inc. (NASDAQ:ONPR) 
Henry D. Jacobs, Jr., Chairman and Chief Executive Officer of One Price Clothing
Stores,  Inc.,  announced  today that the Company  will  expand its  merchandise
offering to include other retail price  points.  This will enable the Company to
offer its  customers  additional  categories  and  styles of  merchandise  while
continuing  to price its core  inventory  at $7 retail.  This  strategic  change
improves the Company's ability to address its customers' needs as they are today
and compete for additional market share.

Mr. Jacobs further stated that One Price Clothing Stores,  Inc. has been testing
this  expanded  retail  price  range  over the last two months in over 60 of its
stores.  The test results and accompanying  customer  surveys strongly  indicate
that adding these  additional  categories  and styles of  merchandise  chainwide
should improve the Company's ability to increase average store sales, comparable
store sales and gross margin  dollars.  Based on all the  information  gathered,
management  believes that its customers now desire this expansion of merchandise
selection  and  have  overwhelmingly  viewed  this as an  enhancement  to  their
shopping experience.  The Company cannot presently provide this diversity in its
offerings because of the $7 retail price limitation.

The  Company  plans to roll out this new  variation  in its concept by groups of
stores starting in February 1997, with approximately half the chain converted by
May 1997 and all stores  converted by the end of August 1997.  As with the test,
the core of the inventory  will be maintained at the present  retail price of $7
and the balance of the assortment will be offered at the expanded price points.

Management at One Price  Clothing  Stores,  Inc. is dedicated to continuing  its
strong  commitment to offering  merchandise  at high value so that its customers
will  continue  to be provided  with the  outstanding  value they are  presently
accustomed to receiving in the stores.

One Price Clothing Stores, Inc. offers for sale first quality, in-season women's
and children's apparel and accessories.  The Company presently operates 652 
stores in 28 states and Puerto Rico.

Safe harbor  statement  under the Private  Securities  Litigation  Reform Act of
1995: All forward-looking  statements made by the Company involve material risks
and  uncertainties  and are subject to change based on various important factors
which may be beyond the Company's  control.  Accordingly,  the Company's  future
performance and financial  results may differ materially from those expressed or
implied in any such forward- looking statements.  Such factors include,  but are
not limited to, those described in the Company's filings with the Securities and
Exchange Commission. The Company does not undertake to publicly update or revise
its  forward-looking  statements  even if experience  or future  changes make it
clear  that any  projected  results  expressed  or implied  therein  will not be
realized.


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