UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Francesca's Holdings Corporation (Name of Issuer)

Common Stock (Title of Class of Securities)

351793104 (CUSIP Number)

December 31, 2014 (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b) [   ] Rule 13d-1(c) [   ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see Instructions).

CUSIP No.: 351793104

1	NAME OF REPORTING PERSON Daruma Capital Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 45-2515607
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [   ] (b)  [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,898,760
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,885,574
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,885,574
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES []
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.2%
12	TYPE OF REPORTING PERSON IA

CUSIP No.: 351793104

1	NAME OF REPORTING PERSON Mariko O. Gordon I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [   ] (b)  [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,898,760
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,885,574
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,885,574
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES []
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.2%
12	TYPE OF REPORTING PERSON IN, HC

CUSIP No.: 351793104

ITEM 1(a).	NAME OF ISSUER:
Francesca's Holdings Corporation
ITEM 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
8760 Clay RoadHouston, TX 77080
ITEM 2(a).	NAME OF PERSON FILING:
Daruma Capital Management, LLCMariko O. Gordon
ITEM 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
80 West 40th Street9th FloorNew York, NY 10018
ITEM 2(c).	CITIZENSHIP:
Daruma Capital Management, LLC - DelawareMariko O. Gordon - USA
ITEM 2(d).	TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e).	CUSIP NUMBER:
351793104

ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
(a)	[   ]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
(b)	[   ]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	[   ]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	[   ]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e)	[X]  An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)	[   ]  An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g)	[X]  A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)	[   ]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[   ]  A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[   ]  A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k)	[   ]  Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
ITEM 4.	OWNERSHIP:
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)	Amount beneficially owned:
3,885,574
(b)	Percent of class:
9.2%
(c)	Number of shares as to which the person has:
(i)   Sole power to vote or to direct the vote:
Daruma Capital Management, LLC - 0Mariko O. Gordon - 0
(ii)  Shared power to vote or to direct the vote:
Daruma Capital Management, LLC - 1,898,760Mariko O. Gordon - 1,898,760
(iii) Sole power to dispose or to direct the disposition of:
Daruma Capital Management, LLC - 0Mariko O. Gordon - 0
(iv) Shared power to dispose or to direct the disposition of:
Daruma Capital Management, LLC - 3,885,574Mariko O. Gordon - 3,885,574

ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The 3,885,574 shares beneficially owned by Daruma Capital Management, LLC and Mariko O. Gordon are held in the accounts of private investment vehicles and managed accounts advised by Daruma Capital Management, LLC.
ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
N/A
ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
N/A
ITEM 9.	NOTICE OF DISSOLUTION OF GROUP:
N/A
ITEM 10.	CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 17, 2015

Date

Daruma Capital Management, LLC

/s/ Jesse M. Lindenberger-Schutz

Signature

Jesse M. Lindenberger-Schutz , Chief Compliance Officer

Name/Title

February 17, 2015

Date

Mariko O. Gordon

/s/ Mariko O. Gordon

Signature

Mariko O. Gordon, Chief Executive Officer

Name/Title

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

CUSIP No.: 351793104

Exhibit AAGREEMENTThe undersigned agree that this Schedule 13G dated February 17, 2015 relating to the Common Stock, $.01 par value per share of Francesca's Holdings Corporation shall be filed on behalf of the undersigned.DARUMA CAPITAL MANAGEMENT, LLCBy: /s/ Jesse M. Lindenberger-Schutz Name: Jesse M. Lindenberger-Schutz Title: Chief Compliance OfficerMARIKO O. GORDON/s/ Mariko O. GordonMariko O. Gordon, CFA