June 16, 2016

VIA EDGAR

Daniel F.Duchovny, Esq.
Special Counsel

United States Securities and Exchange Commission
Office of Mergers and Acquisitions
100 F Street, N.E .
Washington D.C. 20549

Re:    Chico’s FAS, Inc.

Additional Definitive Soliciting Materials

Filed June 6, 2016

File No. 001-16435

Dear Mr. Duchovny:

We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated June 8, 2016 (the “Staff Letter”) with regard to the above-referenced matter. We have reviewed the Staff Letter with our client, Chico’s FAS, Inc. (the “Company”). We respectfully note that the requested supporting information is being delivered in hard copy form under separate cover to the Staff, together with a request for confidential treatment under the Freedom of Information Act. The Company will request that such materials be returned promptly to Paul, Weiss, Rifkind, Wharton & Garrison LLP following completion of the Staff’s review thereof.

A copy of our request for confidential treatment will be submitted to the Freedom of Information Act Office.

Daniel F.Duchovny    2

Securities and Exchange Commission

June 16, 2016

Additionally, the Company hereby acknowledges that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

• Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please do not hesitate to call me at (212) 373-3257.

Very truly yours,

/s/ Steven J. Williams

Steven J. Williams