8-K

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549


________________________

FORM 8-K


Current Report

Dated February 22, 2012


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 2.02 Results of Operations and Financial Condition.

          On February 22, 2012, Zale Corporation (“Zale”) issued a press release reporting its financial results for the three months and six months ended January 31, 2012.  A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.  A copy of a slide presentation that will accompany Zale’s earnings conference call is being furnished as Exhibit 99.2 and is incorporated herein by reference.  

          The information set forth in Exhibit 99.1 and Exhibit 99.2 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

          On February 22, 2012, Beth M. Pritchard was appointed as a director of Zale Corporation.  Ms. Pritchard will also serve as a member of the Audit Committee of the Zale Corporation’s Board of Directors.  Ms. Pritchard currently serves as North American Advisor for M. H. Alshaya Company, a global franchise company representing over 65 premium brands throughout the Middle East, Eastern Europe, Russia and Africa.  Ms. Pritchard also helped found Sunrise Beauty Studio, LLC, a developer of exclusive beauty brands and products.  Prior to that, Ms. Pritchard served as Vice Chairman and Chief Executive Officer of Dean & Deluca and served as President and Chief Executive Officer of Limited Brands’ Bath & Body Works.  She currently serves on the boards of Vitamin Shoppe, Inc. and Cabela’s, Inc.

Item 9.01 Financial Statements and Exhibits

          99.1      Press release

          99.2      Investor presentation

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
Date:	February 22, 2012	By:	/s/ THOMAS A. HAUBENSTRICKER
			Thomas A. Haubenstricker
			Senior Vice President
			Chief Financial Officer

EX-99.1

Exhibit 99.1

Zale Reports Second Quarter Fiscal 2012 Results

• Comparable store sales up 5.8%
• Revenues increased $37 million, or 6.0%, to $664 million
• Gross margin improved $20 million, or 20 basis points, to 50.5%
• Earnings from continuing operations up $0.04, to $0.78 per diluted share

DALLAS--(BUSINESS WIRE)--February 22, 2012--Zale Corporation (NYSE: ZLC) today announced its financial results for the second quarter ended January 31, 2012. Revenues for the quarter ended January 31, 2012 were $664 million, an increase of $37 million, or 6.0%, compared to $626 million in the same period last year. Revenues in the second quarter of fiscal 2012 include $12.6 million resulting from the previously disclosed change in warranty revenue recognition.

Comparable store sales, which are based on year-over-year merchandise sales, increased 5.8% during the quarter ended January 31, 2012. This increase follows a 7.9% rise in the same period last year. At constant exchange rates, which exclude the effect of translating Canadian currency denominated sales into U.S. dollars, comparable store sales increased 6.1% for the quarter.

• U.S. Fine Jewelry brands (about 69% of annual revenues), consisting of Zales Jewelers, Zales Outlet and Gordon’s Jewelers, had an increase in comparable store sales of 8.9%. This increase follows a 7.6% rise in the same period last year.
• Canadian Fine Jewelry brands (about 17% of annual revenues), consisting of Peoples Jewellers and Mappins Jewellers, had an increase in comparable store sales of 0.7%. This increase follows a 13.3% rise in the same period last year. At constant exchange rates, Canadian Fine Jewelry brands comparable store sales increased 2.3%, compared to an increase of 8.0% in the prior year period.
• Kiosk Jewelry (about 14% of annual revenues) comparable store sales decreased 3.0%. In the same period last year, Kiosk Jewelry comparable store sales rose 2.7%.

For the quarter ended January 31, 2012, gross margin was $336 million, or 50.5%, an increase of 6.5% compared to $315 million, or 50.3%, in the same period last year. Selling, general and administrative expenses were $282 million, or 42.5% of revenues, in the quarter ended January 31, 2012, compared to $258 million, or 41.2% of revenues, in the same period last year. The increase was primarily driven by the holiday advertising campaign, including marketing for the launch of proprietary products. The Company’s operating earnings for the quarter were $43 million, or 6.5% of revenues, compared to operating earnings of $44 million, or 7.0% of revenues, in the prior year quarter.

The Company had earnings from continuing operations for the second quarter ended January 31, 2012 of $29 million, or $0.78 per diluted share, compared to earnings from continuing operations of $28 million, or $0.74 per diluted share, in the comparable quarter last year. The change in warranty revenue recognition improved diluted earnings per share for the second quarter of fiscal 2012 by $0.32.

Inventory at January 31, 2012 stood at $815 million, compared to $777 million in the same period last year.

“Because of the importance of the holiday selling period to our business, the positive same store sales we’ve achieved over the past two years is significant,” commented Theo Killion, Chief Executive Officer. “Our consistent top line growth is a result of the work we’re doing to return the Company to profitability.”

Conference Call

A conference call will be held today at 9:00 a.m. Eastern Time. Parties interested in participating should dial 877-545-6744 or 706-634-1959 (passcode: 49562195) five minutes prior to the scheduled start time. A live webcast and slide presentation, as well as a replay of the call, will be available on the Investor Relations section of the Company’s web site at www.zalecorp.com. For additional information, contact Investor Relations at 972-580-4391.

About Zale Corporation

Zale Corporation is a leading specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,810 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at www.zales.com, www.zalesoutlet.com, www.gordonsjewelers.com, www.peoplesjewellers.com and www.pagoda.com. Additional information on Zale Corporation and its brands is available at www.zalecorp.com.

This release and related presentations contain forward-looking statements, including statements regarding future sales, expenses, margins and profitability. Forward-looking statements are not guarantees of future performance and a variety of factors could cause the Company's actual results to differ materially from the results expressed in the forward-looking statements. These factors include, but are not limited to: if the general economy continues to perform poorly, discretionary spending on goods that are, or are perceived to be, “luxuries” may decrease; the concentration of a substantial portion of the Company’s sales in three, relatively brief selling seasons means that the Company’s performance is more susceptible to disruptions; most of the Company’s sales are of products that include diamonds, precious metals and other commodities, and fluctuations in the availability and pricing of commodities could impact the Company’s ability to obtain and produce products at favorable prices; the Company’s sales are dependent upon mall traffic; the Company operates in a highly competitive industry; the financing market remains difficult, and if we are unable to meet the financial commitments in our current financing arrangements it will be difficult to replace or restructure these arrangements; and changes in regulatory requirements may increase the cost or adversely affect the Company’s operations and its ability to provide consumer credit and write credit insurance. For other factors, see the Company's filings with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2011. The Company disclaims any obligation to update or revise publicly or otherwise any forward-looking statements to reflect subsequent events, new information or future circumstances, except as required by law.

ZALE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share amounts)
	Three Months Ended January 31,						Six Months Ended January 31,
	2012			2011			2012			2011
Revenues	$	663,762		$	626,416		$	1,014,745		$	953,453
Cost of Sales		328,250			311,308			491,558			473,252
Gross Margin		335,512			315,108			523,187			480,201
% of Revenue		50.5	%		50.3	%		51.6	%		50.4	%
Selling, General and Administrative		281,876			258,084			481,650			453,290
% of Revenue		42.5	%		41.2	%		47.5	%		47.5	%
Depreciation and Amortization		9,293			10,557			19,182			21,279
Other Charges		1,151			2,860			1,649			3,980
Operating Earnings		43,192			43,607			20,706			1,652
% of Revenue		6.5	%		7.0	%		2.0	%		0.2	%
Interest Expense		10,429			9,460			20,360			64,779
Earnings (Loss) Before Income Taxes		32,763			34,147			346			(63,127	)
Income Tax Expense		3,833			6,405			3,138			6,284
Earnings (Loss) from Continuing Operations		28,930			27,742			(2,792	)		(69,411	)
Loss from Discontinued Operations, Net of Taxes		(92	)		(529	)		(244	)		(1,259	)
Net Earnings (Loss)	$	28,838		$	27,213		$	(3,036	)	$	(70,670	)
Basic Net Earnings (Loss) per Common Share:
Earnings (Loss) from Continuing Operations	$	0.90		$	0.86		$	(0.09	)	$	(2.16	)
Loss from Discontinued Operations		(0.01	)		(0.01	)		-			(0.04	)
Net Earnings (Loss) per Share	$	0.89		$	0.85		$	(0.09	)	$	(2.20	)
Diluted Net Earnings (Loss) per Common Share:
Earnings (Loss) from Continuing Operations	$	0.78		$	0.74		$	(0.09	)	$	(2.16	)
Loss from Discontinued Operations		(0.01	)		(0.01	)		-			(0.04	)
Net Earnings (Loss) per Share	$	0.77		$	0.73		$	(0.09	)	$	(2.20	)
Weighted Average Number of Common Shares Outstanding:
Basic		32,192			32,123			32,177			32,116
Diluted		37,238			37,447			32,177			32,116

ZALE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited, in thousands)
	January 31,
	2012			2011
ASSETS
Current Assets:
Cash and cash equivalents	$	27,078		$	31,408
Merchandise inventories		815,424			776,883
Other current assets		42,191			38,434
Total current assets		884,693			846,725
Property and equipment		700,982			696,694
Less accumulated depreciation and amortization		(569,279	)		(542,045	)
Net property and equipment		131,703			154,649
Other assets		146,916			143,204
Deferred tax asset		93,348			77,822
Total Assets	$	1,256,660		$	1,222,400
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable and accrued liabilities	$	277,597		$	245,431
Deferred revenue		87,519			90,213
Deferred tax liability		92,987			76,421
Total current liabilities		458,103			412,065
Long-term debt		425,454			385,454
Deferred revenue – long-term		134,903			141,880
Other liabilities		35,902			38,983
Stockholders’ investment		202,298			244,018
Total liabilities and stockholders’ investment	$	1,256,660		$	1,222,400

CONTACT:
Zale Corporation
Roxane Barry, 972-580-4391
Director of Investor Relations

EX-99.2

Exhibit 99.2

Second Quarter Fiscal 2012 Earnings Call February 22, 2012 1

Forward-Looking Statements and Use of Non-GAAP Financial Measures•This presentation contains forward-looking statements, including statements regarding our multi-year plan, future sales, expenses, margins, profitability, merchandising and marketing initiatives, the future impact of the warranty revenue recognition change and industry growth forecasts. Forward-looking statements are not guarantees of future performance and a variety of factors could cause the Company's actual results to differ materially from the results expressed in the forward-looking statements. These factors include, but are not limited to: if the general economy continues to perform poorly, discretionary spending on goods that are, or are perceived to be, “luxuries” may decrease; the concentration of a substantial portion of the Company’s sales in three, relatively brief selling seasons means that the Company’s performance is more susceptible to disruptions; most of the Company’s sales are of products that include diamonds, precious metals and other commodities, and fluctuations in the availability and pricing of commodities could impact the Company’s ability to obtain and produce products at favorable prices; the Company’s sales are dependent upon mall traffic; the Company operates in a highly competitive industry; the financing market remains difficult, and if we are unable to meet the financial commitments in our current financing arrangements it will be difficult to replace or restructure these arrangements; and changes in regulatory requirements may increase the cost or adversely affect the Company’s operations and its ability to provide consumer credit and write credit insurance. For other factors, see the Company's filings with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2011. The Company disclaims any obligation to update or revise publicly or otherwise any forward-looking statements to reflect subsequent events, new information or future circumstances, except as required by law. •This presentation contains certain non-GAAP measures as defined by SEC rules. One of these non-GAAP measures is EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization. A second non-GAAP measure is adjusted EBITDA, which is further adjusted to exclude charges related to store closures. We use these measurements as part of our evaluation of the performance of the Company. In addition, we believe these measures provide useful information to investors. Please refer to the appendix at the back of this presentation for a reconciliation of these non-GAAP measures to the most comparable GAAP financial measures. 2

–Five consecutive quarters of positive comps –Follows a 7.9% rise in the same quarter last year •Solid performance driven by: –Improved core inventory and launch of new branded merchandise –Expanded market reach…alternative credit program in U.S. –New marketing campaign –Integrated online and traditional store infrastructure –Strong execution by our customer-facing teams •Continued investment to support the turnaround of the business 3 (1) Comparable Store Sales exclude revenue recognized from warranties. The sales results of new stores are included beginning with the thirteenth full month of operations, and the sales results of closed stores are excluded from the calculation

Q2 FY12 – Review of Holiday Season…Best Category Performers •Wedding Summaries –Bridal –Solitaires –Bands –Solitaire jewelry…earrings and pendants •Beads –Persona and Chamilia •Colored Diamonds 4

Q2 FY12 – Marketing Campaign •Balanced traditional and online media •Focused on effectiveness and efficiency of campaign throughout all communication channels •Continued to build emotional affinity of The Diamond Store •Investment in production of new television ad campaign… will leverage in future •Investment for launch of new branded merchandise 5

6 Continued Progress on Omni-Channel Business Model •Customers are rapidly changing the way they shop •Our integrated approach gives customers greater flexibility Traditional Stores •Most customers complete shopping experience in the store •In-Store online ordering •Ship-to-Store pickup Mobile •eCommerce platform optimized for mobile •Customers can interact with our brand wherever they choose •27% of online traffic was through mobile devices •Forrester forecasts 39% CAGR through 2016 Social Media •Over 530,000 Facebook fans •600,000 viewers of Holiday ad montage on YouTube eCommerce Stores •Most customers initiate shopping experience online •2Q FY12 sales up 19%; up 49% over last two years •Ship-to-Store rapidly growing Customer

Experienced Board and Management Team •New Board Members –Beth Pritchard…retail industry veteran –Josh Olshansky, Managing Director, Golden Gate Capital…broad finance, retail and board experience –Neale Attenborough, Operating Partner, Golden Gate Capital…broad retail and operating experience •Executive Management Team –Ken Brumfield appointed Senior Vice President, Financial Products –Experienced executive team with extensive jewelry, retail and turnaround expertise 7

Valentine’s Day Selling Period •February month-to-date Comparable Store Sales up approximately 8% 8

Q2 FY12 Financial •Revenues increased $37 million, or 6.0%, to $664 million –Comparable store sales up 5.8% •Gross margin increased $20 million to $336 million, up 20 bps to 50.5% •SG&A expense of $282 million, or 42.5% of revenues, up $24 million compared to $258 million, or 41.2% of revenues, in Q2 FY11 –Primarily driven by the holiday advertising campaign, including marketing for the launch of proprietary products •Operating margin $43 million, or 6.5% of revenues, compared to $44 million, or 7.0% of revenues, in prior year period •Earnings from continuing operations of $29 million, or $0.78 per share compared to $28 million, or $0.74 per share, in Q2 FY11 •Warranty revenue recognition change: –Increased revenue by $12.6 million –Increased diluted net earnings from continuing operations by $0.32 per share 9

10 Drivers of Improvement in Diluted EPS from Continuing Operations - 2Q FY11 to 2Q FY12 $0.04 Improvement 2Q FY11Gross ProfitImprovementOtherImprovementWarranty Revenue Recognition Change Increase in Marketing andOther SG&A2Q FY12$0.74 $0.78 $0.32 ($0.54$0.08 $0.18

Q2 FY12 Comparable Store Sales Detail •Total Company up 5.8% –At constant exchange rates up 6.1% •U.S. Fine Jewelry brands up 8.9% •Canadian Fine Jewelry brands up 0.7% –At constant exchange rates up 2.3% •Kiosk Jewelry down 3.0% 11

Q2 FY12 Inventory and Liquidity •Inventory stood at $815 million compared to $777 million at January 31, 2011 •Current net revolver availability, adjusted for minimum liquidity requirement, at $108 million 12

YTD FY12 Financial Highlights •Revenues increased $61 million, or 6.4%, to $1,015 million –Comparable store sales up 5.8% •Gross margin increased $43 million to $523 million, up 120 bps to 51.6% •Loss from continuing operations of $3 million, or $0.09 per share compared to $69 million, or $2.16 per share, in the same period last year 13

14 Drivers of Improvement in Diluted EPS from Continuing Operations - YTD FY11 to YTD FY12 $0.64 Improvement YTD FY11Q1 FY11 CostsRelated toTerm LoanAmendmentYTD FY11Adjusted forTerm LoanAmendment CostsGross MarginImprovement Other Improvement Warranty Revenue Recognition Change Increase in Marketing andOther SG&AYTD FY12 ($2.16) ($0.09) $0.20 ($0.78) $0.67 $0.55 $1.43 ($0.73)

Second Half FY12 •Revenue growth –Continue to drive positive quarterly comps and revenue growth –Shift in timing (from 3Q to 4Q) due to late Mother’s Day •Improve margins –Maintain gross margin >50%...focus on maximizing gross profit dollars Closely monitor commodity costs / pricing –We expect SG&A as a percent of revenue in the 2H FY12 at or below 2H FY11 percent of revenue levelSource: Millward Brown consumer attitude tracking study (January 22, 201115

Appendix 16

17 Store Count by Brand

-$123 -$118 -$97 -$90 -$55 -$42 -$3 $14 $14 $32 $31 -$140-$120-$100-$80-$60-$20$0$20$40Q4 FY09Q1 FY10Q2FY10Q3 FY10Q4 FY10Q1 FY11Q2 FY11Q3 FY11Q4 FY11Q1 FY12Q2 FY12(2) Trailing Twelve Months Adjusted EBITDA (1) ($ in Millions) (1)Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, taxes, depreciation and amortization, adjusted to exclude charges related to store closures. Please refer to the appendix at the back of this presentation for a reconciliation of this non-GAAP measure to the most comparable GAAP financial measure. 18 (2 (2) Includes $6.3 million in Q1 FY12 and $12.6 million in Q2 FY12 related to change in warranty revenue accounting. (In Millions of USD) 18

Reconciliation of Trailing Twelve Months Loss from Continuing Operations to Adjusted EBITDA ($ in Millions) 19