EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                CHICO'S FAS, INC.

        Chico's FAS, Inc. (the "Corporation"), a corporation organized and
existing under the laws of the State of Florida, in order to amend its Articles
of Incorporation, in accordance with the requirements of Chapter 607, Florida
Statutes, does hereby, by and through the undersigned, its President and
Secretary, submit this Certificate of Amendment of Amended and Restated Articles
of Incorporation and in connection therewith does hereby state as follows:

                  1. The name of the Corporation is Chico's FAS, Inc.

                  2. This Certificate of Amendment has been adopted and approved
         in connection with a share division pursuant to Section 607.10025,
         Florida Statutes. The preambles and resolutions approving the division
         of shares were adopted and approved by the Board of Directors of the
         Corporation on June 25, 2002, without shareholder action. Shareholder
         action was not required on the authority of and pursuant to Section
         607.10025(2), Florida Statutes.

                  3. The amendment to the Amended and Restated Articles of
         Incorporation being effectuated hereby does not adversely affect the
         rights or preferences of the holders of outstanding shares of any class
         or series and does not result in the percentage of authorized shares
         that remain unissued after the division exceeding the percentage of
         authorized shares that were unissued before the division.

                  4. All shares of the Corporation's Common Stock outstanding on
         July 15, 2002 are subject to the division, each share to be divided
         into two shares. The par value of the shares shall remain unchanged.

                  5. The Amendment of the Corporation's Amended and Restated
         Articles of Incorporation as adopted by the Board of Directors of the
         Corporation and as effected hereby (the "Amendment") is to delete in
         its entirety Section 1(a) of Article IV of the Amended and Restated
         Articles of Incorporation of the Corporation, and in its place
         substitute the following:

           **********************************************************

                         (a) The total number of shares of capital stock
                 authorized to be issued by this Corporation shall be:

                         2,500,000 shares of preferred stock, par value $.01 per
                         share (the "Preferred Stock").

                         200,000,000 shares of common stock, par value $.01 per
                         share (the "Common Stock").

            *********************************************************

                  6. The Amendment effected hereby shall be effective on July
         29, 2002.





        IN WITNESS WHEREOF, the foregoing instrument has been duly executed and
delivered by the Corporation by its undersigned officer and director this 16th
day of July, 2002.


                                               CHICO'S FAS, INC.


                                               By:     /s/ SCOTT A. EDMONDS
                                                  ------------------------------
                                                   Scott A. Edmonds, President


                                               By:      /s/ CHARLES J. KLEMAN
                                                  ------------------------------
                                                   Charles J. Kleman, Secretary











                                        2