8-K

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549


________________________

FORM 8-K


Current Report

Dated June 4, 2010


of


ZALE CORPORATION


A Delaware CorporationIRS Employer Identification No. 75-0675400SEC File Number 001-04129901 West Walnut Hill LaneIrving, Texas  75038(972) 580-4000

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

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

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

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

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

Pursuant to the settlement agreement in an ERISA-based lawsuit arising out of the decline in 2006 of the Company’s stock price, the Company agreed to eliminate the Zale Common Stock Fund from the investment options available under the Company’s Savings and Investment Plan (the “401(k) Plan”).  In order to facilitate this elimination, participants will be unable to trade in the Fund commencing June 22, 2010 at 3:00 p.m. Central Time.  Pursuant to the settlement, notification of the elimination of the Fund was provided to all participants and beneficiaries holding Company stock under the 401(k) Plan.

On June 3, 2010, the Company sent a notice (the “Notice”) to its directors and executive officers informing them that, as a result of the Fund elimination, the Sarbanes-Oxley Act of 2002 prohibits them from directly or indirectly purchasing, selling or otherwise acquiring or transferring shares of the Company’s common stock (including stock options) acquired in connection with their service as a director or employment as an executive officer.  The blackout period commences on June 22, 2010 and ends during the week of June 27, 2010, once the sale of Company stock held in the 401(k) Plan has been completed.  A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Inquiries concerning the trading suspension or blackout period should be directed to Rhett Butler, Manager of Investor Relations at (972) 580-4482 or rbutler@zalecorp.com or 901 W. Walnut Hill Lane, Irving, Texas  75038.

Item 9.01	Financial Statements and Exhibits
(d)
99.1	Notice of Blackout Period to Directors and Executive Officers.

SIGNATURES

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.

		Zale Corporation
Dated:	June 4, 2010	By:	/s/ Matthew W. Appel
			Matthew W. Appel
			Executive Vice President and
			Chief Financial Officer

EXHIBIT INDEX

Exhibit    Number	Description
99.1	Notice of Blackout Period to Directors and Executive Officers.

EX-99.1

Exhibit 99.1

MEMORANDUM

To:	Directors and Executive Officers of Zale Corporation
From:	Hilary Molay, General Counsel
Date:	June 3, 2010
Re:	Trading Blackout Period for Zale Corporation Common Stock

As part of the settlement in 2008 of the ERISA stock-drop litigation then pending against the Company, we agreed to remove the Zale Common Stock Fund (the “Zale Fund”) as an investment option in the Company’s Savings and Investment Plan (the “401(k) Plan”).  As a result of the elimination of this investment option, beginning on June 22, 2010 at 3:00 p.m. Central Time employee balances in the Zale Fund automatically will be reallocated to another investment option, and trading in the Zale Fund no longer will be permitted.  We anticipate the reallocations to be completed during the week of June 27, 2010.

As a result of the Fund elimination, the Sarbanes-Oxley Act of 2002 prohibits the direct or indirect purchase, sale, or other acquisition or transfer of any of the Company’s common stock acquired in connection with service or employment as a director or executive officer of the Company. The Blackout Period commences on June 22, 2010 and ends during the week of June 27, 2010, once the sale of Company stock held in the 401(k) Plan has been completed.

If you have any questions regarding the Blackout Period or the restrictions applicable to you as a director or executive officer, please contact Rhett Butler, Manager of Investor Relations, at (972) 580-4482 or rbutler@zalecorp.com or 901 W. Walnut Hill Lane, Irving, Texas  75038.