SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Breeden Capital Management LLC (Last) (First) (Middle) 100 NORTHFIELD STREET (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ZALE CORP [ ZLC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/02/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/02/2008		P		339,449	A	$16.2069	8,394,998	I (1) (2) (3) (4)	See footnote (1,2,3,4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Breeden Capital Management LLC provides investment advisory and investment management services to Breeden Partners L.P. (which beneficially owns directly 1,641,350 shares after acquiring 74,765 shares on 1/2/08), Breeden Partners (California) L.P. (which beneficially owns directly 5,053,645 shares after acquiring 179,040 shares on 1/2/08), Breeden Partners Holdco Ltd. (which beneficially owns directly 1,700,003 shares after acquiring 85,644 shares on 1/2/08) and Breeden Partners (Cayman) Ltd. (which beneficially owns indirectly 1,700,003 shares after acquiring 85,644 shares on 1/2/08) (the "Funds") and, among other things, exercises all voting and other powers and privileges attributable to any securities held for the accounts of the Funds. Breeden Capital Management LLC may be deemed to beneficially own the shares of common stock owned by the Funds; however, it disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

2. Breeden Capital Partners LLC is the general partner of Breeden Partners L.P. and Breeden Partners (California) L.P. and, as such, may be deemed to beneficially own the shares of common stock owned by the Breeden Partners L.P. and Breeden Partners (California) L.P.; however it disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

3. Breeden Partners (Cayman) Ltd., a Cayman Islands exempt limited company, is the feeder fund for Breeden Partners Holdco Ltd and, as such, may be deemed to beneficially own the shares of common stock owned by Breeden Partners Holdco Ltd; however, it disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

4. Richard C. Breeden is the managing member of Breeden Capital Partners LLC, managing member and chairman and chief executive of Breeden Capital Management LLC and the Key Principal of Breeden Partners (Cayman) Ltd, and, as such, may be deemed to be the beneficial owner of the shares of common stock owned by the Funds; however, he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	/s/ Richard C. Breeden ? See signatures included in Exhibit 99.1	01/04/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.