8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  June 22, 2004

Christopher & Banks Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-19972	06-1195422
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2400 Xenium Lane North Plymouth, Minnesota		55441 (Zip Code)
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (763) 551-5000

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)           Exhibits.

The following exhibit is furnished pursuant to Item 9 and Item 12:

Exhibit No.	Description of Exhibit
99.1	Press release issued by the registrant on June 22, 2004.

ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On June 22, 2004, the registrant issued a press release disclosing material nonpublic information regarding its results of operations for the quarter ended May 29, 2004.  The press release is furnished as Exhibit No. 99.1 to this Form 8-K.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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SIGNATURE

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, thereunto duly authorized.

	Christopher & Banks Corporation
Date:  June 22, 2004	By:	/s/ Andrew K. Moller
		Andrew K. Moller
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR:	Christopher & Banks Corporation
APPROVED BY:	Bill Prange
	Chairman and Chief Executive Officer
	(763) 551-5000
For Immediate Release
CONTACT:	Investor Relations:
	Cara O’Brien
	Financial Dynamics
	(212) 850-5600

CHRISTOPHER & BANKS CORPORATION REPORTS
FIRST QUARTER RESULTS

Minneapolis, MN, June 22, 2004– Christopher & Banks Corporation (NYSE: CBK) today reported results for the first quarter ended May 29, 2004.

Net sales increased 10% to $102.6 million from $93.4 million last year, while same store sales declined 5%.  Net income was $10.2 million, or $0.27 per diluted share, compared to net income of $11.1 million, or $0.29 per diluted share, for the quarter ended May 31, 2003.

The Company opened 33 new stores and closed one store in the first quarter, bringing the total number of stores as of May 29, 2004 to 566 compared to 472 stores as of May 31, 2003.

Bill Prange, Chairman and Chief Executive Officer, commented, “Our first quarter performance was disappointing primarily due to continued softness in the sweater category.  June same-store sales are currently tracking down 7%.  We expect some improvement in July same-store sales as we have a higher level of clearance inventory.  We believe that in August we will begin to see the positive effect from adjustments we have made to our merchandise assortment.”

Mr. Prange concluded, “Our solid balance sheet and significant cash flow from operations, evidenced by $87.6 million in cash and short term investments at the end of the quarter, provide a solid foundation as we implement changes to improve our sales performance.”

The Company also announced that it repurchased 548,000 shares of common stock in June.  This brings the total number of shares purchased under its $25 million share repurchase program to 1,394,000 shares.

The Company will discuss its first quarter results in a conference call scheduled for today, June 22, 2004 at 5:00 p.m. Eastern Time.  The conference call will be simultaneously broadcast live over the Internet at http://www.christopherandbanks.com.

Christopher & Banks Corporation is a Minneapolis-based specialty retailer of women’s clothing providing exclusive fashions under the Christopher & Banks and C.J. Banks labels.  Currently, the Company operates 571 stores in 42 states.  For more information on Christopher & Banks Corporation, visit the Company’s website at www.christopherandbanks.com.

This release contains forward-looking statements regarding future performance of the Company.  The achievement of such results is subject to certain risks and uncertainties, including changes in economic, market and weather conditions, the effect of consumer tastes and spending habits, the realization of expected economies gained through the use of private label and direct import merchandise, management of growth and other factors outside the Company’s control, including factors discussed from time to time in the Company’s filings with the Securities and Exchange Commission.  Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s analysis only as of the date hereof.  The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

Financial Tables to Follow

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CHRISTOPHER & BANKS CORPORATION

COMPARATIVE INCOME STATEMENT

FOR THE QUARTERS ENDED MAY 29, 2004 AND MAY 31, 2003

(in thousands, except per-share data)

	Quarter Ended
	May 29, 2004		May 31, 2003
	(Unaudited)
Net sales	$	102,625	$	93,373
Merchandise, buying and occupancy	58,515		50,091
Gross profit	44,110		43,282
Selling, general and administrative	24,653		22,698
Depreciation and amortization	3,147		2,650
Operating income	16,310		17,934
Interest income	258		216
Income before income taxes	16,568		18,150
Income tax provision	6,395		7,006
Net income	$	10,173	$	11,144
Basic earnings per share:
Net income	$	0.27	$	0.30
Basic shares outstanding	37,506		37,229
Diluted earnings per share:
Net income	$	0.27	$	0.29
Diluted shares outstanding	38,136		38,033

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CHRISTOPHER & BANKS CORPORATION

COMPARATIVE BALANCE SHEET

(in thousands)

	May 29, 2004			February 28, 2004			May 31, 2003
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	38,791		$	34,955		$	22,178
Short-term investments	48,855			53,844			49,834
Merchandise inventories	34,833			31,300			25,970
Other current assets	7,656			6,243			7,353
Total current assets	130,135			126,342			105,335
Property, equipment and improvements, net	81,905			80,122			71,945
Other assets	145			83			70
Total assets	$	212,185		$	206,547		$	177,350
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,471		$	6,823		$	3,825
Accrued liabilities	14,276			13,479			13,249
Income taxes payable	5,768			—			4,799
Total current liabilities	26,515			20,302			21,873
Other liabilities	8,629			8,443			4,681
Stockholders’ equity:
Common stock	423			422			416
Additional paid-in capital	59,786			59,308			52,565
Retained earnings	151,924			143,265			118,089
Common stock held in treasury	(35,092		)	(25,193		)	(20,274		)
Total stockholders’ equity	177,041			177,802			150,796
Total liabilities and stockholders’ equity	$	212,185		$	206,547		$	177,350

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