8-K

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:  March 13, 2006

(Date of earliest event reported)

ZALE CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	001-04129	75-0675400
(State of Incorporation)	(Commission File Number)	(IRS Employer
		Identification No.)

901 W. Walnut Hill Lane

Irving TX  75038-1003

(Address of principal executive offices, including zip code)

(972) 580-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.04Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On March 13, 2006, Zale Corporation transmitted to its affected officers and directors the notice required by Rule 104(b) of Regulation BTR (17 CFR 245.104(b)).

The notice required by Rule 104(b) of Regulation BTR is filed as an exhibit hereto and the information therein is incorporated by reference into this Current Report.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ZALE CORPORATION
	By:	/s/ Cynthia T. Gordon
		Cynthia T. Gordon
		Senior Vice President and
		Controller
Date: March 13, 2006

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EXHIBIT INDEX

99.1Memorandum to Affected Officers and Directors of Zale Corporation Regarding Trading Window Closing

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EX-99.1

Exhibit 99.1

ZALE CORPORATION

Legal Department

Memo

To:	Board of Directors
	Distribution List
From:	Hilary Molay
CC:	David Sternblitz
	Patrick Lee
Date:	03/13/06
Re:	Trading Window Closing

This is advise you that, in connection with the Company’s planned transition of the Zale Corporation Savings & Investment Plan (the “Plan”) to its new recordkeeper and trustee, Fidelity Investments (“Fidelity”), the window for transactions in Company common stock, previously scheduled to remain open until the close of business on Thursday, April 20, 2006, will close during the blackout period (the (Blackout Period”) described in paragraph 2 below.  The preclusion against officer and director trading in Company common stock during the Blackout Period is required under Section 306(a) of the Sarbanes Oxley Act of 2002.

The Blackout Period is that period of time during which Plan participants are unable to exercise their various rights in their Plan accounts, including the right to enroll; request a withdrawal, distribution or loan; change the payroll deduction percentage; and make or change their investment elections.  This “standstill” period ensures that all Plan participant information is transferred accurately to Fidelity. The Blackout Period will begin at 4 p.m. on Friday, March 24, 2006, and is expected to end during the week of April 16, 2006, though it may end earlier or later.  You can determine whether the Blackout Period has ended by contacting Fidelity at
1-800-835-5095, Monday through Friday (excluding New York Stock Exchange holidays) between 8:30 a.m. and 8:00 p.m. Central time.  The trading window will close again on April 20, 2006, as previously scheduled.

You are reminded that any purchase or sale of Company securities by an employee remains subject to the SEC’s Insider Trading rules, which prohibit trading in Company stock for those in possession of “material” non-public information about the Company.  Please note that any contributions you make to your Plan account

through regular payroll deduction will continue to be invested as you have directed prior to the beginning of the Blackout Period and, as always, routine purchases of Company common stock through the Plan as the result of such contributions are not subject to the Insider Trading rules.  If you have any concerns or questions about the application of Insider Trading rules, please check with me.

HM/krh

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