10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT

For the Quarter Ended:	Commission File Number:
July 31, 2004	0-21258

Chico’s FAS, Inc.

(Exact name of registrant as specified in charter)

Florida	59-2389435
(State of Incorporation)	(I.R.S. Employer Identification No.)

11215 Metro Parkway, Fort Myers, Florida 33912
(Address of principal executive offices)

239-277-6200
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.   Yes  þ     No  o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).   Yes  þ     No  o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

At August 23, 2004, there were 89,407,000 shares outstanding of Common Stock, $.01 par value per share.

CHICO’S FAS, Inc.

Index

PART I – Financial Information
Item 1.	Financial Statements (Unaudited):
	Consolidated Balance Sheets – July 31, 2004 and January 31, 2004	3
	Consolidated Statements of Income for the Twenty-Six and Thirteen Weeks Ended July 31, 2004 and August 2, 2003	4
	Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended July 31, 2004 and August 2, 2003	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II – Other Information
Item 1.	Legal Proceedings	18
Item 4.	Submission of Matters to a Vote of Security Holders	19
Item 6.	Exhibits	20
Signatures		21
Ex-3.1 Amended Articles of Incorporation
Ex-3.2 1st Amendment to By-Laws
Ex-3.3 2nd Amendment to By-Laws
Ex-4.1 Amended Articles of Incorporation
Ex-3.2 1st Amendment to By-Laws
Ex-4.3 2nd Amendment to By-Laws
Ex-10.1 Scott A. Edmonds Amended Employment Agmt
Ex-10.2 James P. Frain Employment Agreement
Ex-31.1 Section 302 CEO Certification
Ex-31.2 Section 302 CFO Certification
Ex-32.1 Section 906 CEO Certification
Ex-32.2 Section 906 CFO Certification

2

CHICO’S FAS, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
(In thousands)

	July 31,			January 31,
	2004			2004
ASSETS
Current Assets:
Cash and cash equivalents	$	13,252		$	15,676
Marketable securities, at market		201,907			104,453
Receivables		5,175			6,368
Inventories		61,965			54,896
Prepaid expenses		10,070			8,655
Deferred taxes		8,945			7,525
Total Current Assets		301,314			197,573
Property and Equipment:
Land and land improvements		6,032			5,976
Building and building improvements		25,889			25,014
Equipment, furniture and fixtures		118,769			100,589
Leasehold improvements		113,372			99,806
Total Property and Equipment		264,062			231,385
Less accumulated depreciation and amortization		(71,817	)		(57,660	)
Property and Equipment, Net		192,245			173,725
Other Assets:
Goodwill		60,370			60,114
Other intangible assets		34,012			34,043
Other assets, net		6,403			5,399
Total Other Assets		100,785			99,556
	$	594,344		$	470,854
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	31,963		$	27,796
Accrued liabilities		45,488			43,187
Current portion of deferred liabilities		243			599
Total Current Liabilities		77,694			71,582
Noncurrent Liabilities:
Deferred liabilities		13,877			12,713
Deferred taxes		12,194			11,724
Total Noncurrent Liabilities		26,071			24,437
Stockholders’ Equity:
Common stock		894			875
Additional paid-in capital		143,256			98,586
Retained earnings		346,500			275,339
Accumulated other comprehensive (loss) income		(71	)		35
Total Stockholders’ Equity		490,579			374,835
	$	594,344		$	470,854

See Accompanying Notes.

3

CHICO’S FAS, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
(In thousands, except per share amounts)

	Twenty-Six Weeks Ended								Thirteen Weeks Ended
	July 31, 2004				August 2, 2003				July 31, 2004				August 2, 2003
	Amount		% of Sales		Amount		% of Sales		Amount		% of Sales		Amount		% of Sales
Net sales by Company stores	$	495,166		96.8	$	328,310		95.9	$	246,679		96.8	$	166,869		96.2
Net sales by catalog & Internet		12,412		2.4		10,505		3.1		6,330		2.5		4,823		2.8
Net sales to franchisees		3,980		0.8		3,606		1.0		1,758		0.7		1,744		1.0
Net sales		511,558		100.0		342,421		100.0		254,767		100.0		173,436		100.0
Cost of goods sold		195,037		38.1		130,523		38.1		98,082		38.5		65,834		38.0
Gross profit		316,521		61.9		211,898		61.9		156,685		61.5		107,602		62.0
General, administrative and store operating expenses		188,799		36.9		125,694		36.7		92,994		36.5		63,410		36.5
Depreciation and amortization		13,701		2.7		9,602		2.8		6,924		2.7		4,977		2.9
Income from operations		114,021		22.3		76,602		22.4		56,767		22.3		39,215		22.6
Interest income, net		753		0.1		549		0.1		484		0.2		246		0.1
Income before taxes		114,774		22.4		77,151		22.5		57,251		22.5		39,461		22.7
Income tax provision		43,613		8.5		29,317		8.5		21,755		8.6		14,995		8.6
Net income	$	71,161		13.9	$	47,834		14.0	$	35,496		13.9	$	24,466		14.1
Per share data:
Net income per common share–basic	$	0.80			$	0.56			$	0.40			$	0.28
Net income per common and common equivalent share–diluted	$	0.79			$	0.55			$	0.39			$	0.28
Weighted average common shares outstanding–basic		88,878				85,741				89,286				85,969
Weighted average common and common equivalent shares outstanding–diluted		89,983				87,405				90,189				87,618

See Accompanying Notes.

4

CHICO’S FAS, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)

	Twenty-Six Weeks Ended
	July 31, 2004			August 2, 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	71,161		$	47,834
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, cost of goods sold		1,589			702
Depreciation and amortization, other		13,701			9,602
Deferred tax benefit		(950	)		(1,644	)
Tax benefit of options exercised		24,857			7,020
Deferred rent expense, net		1,171			885
(Gain) loss from disposal of property and equipment		(122	)		519
Net change in:
Receivables		1,192			(1,447	)
Inventories		(7,069	)		(4,497	)
Prepaid expenses and other, net		(1,469	)		(1,496	)
Accounts payable		4,167			2,641
Accrued liabilities		2,301			3,007
Total adjustments		39,368			15,292
Net cash provided by operating activities		110,529			63,126
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities, net		(97,560	)		(39,058	)
Purchases of property and equipment		(33,943	)		(26,372	)
Net cash used in investing activities		(131,503	)		(65,430	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		19,828			4,792
Payments on capital leases		(1,278	)		–
Net cash provided by financing activities		18,550			4,792
Net (decrease) increase in cash and cash equivalents		(2,424	)		2,488
CASH AND CASH EQUIVALENTS – Beginning of Period		15,676			8,753
CASH AND CASH EQUIVALENTS – End of Period	$	13,252		$	11,241
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	54		$	24
Cash paid for income taxes	$	18,444		$	24,014

See Accompanying Notes.

5

CHICO’S FAS, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
July 31, 2004
(Unaudited)
(In thousands, except share and per share amounts)

Note 1. Basis of Presentation

     The accompanying unaudited consolidated financial statements of Chico’s FAS, Inc. and its wholly-owned subsidiaries (collectively, the “Company”) have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by accounting principles generally accepted in the U.S. for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All significant intercompany balances and transactions have been eliminated in consolidation. For further information, refer to the consolidated financial statements and notes thereto for the fiscal year ended January 31, 2004, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 9, 2004. The January 31, 2004 balance sheet amounts were derived from audited financial statements included in the Company’s Annual Report.

     Operating results for the twenty-six weeks ended July 31, 2004 are not necessarily indicative of the results that may be expected for the entire year.

Note 2. Stock-Based Compensation

     The Company uses the intrinsic value method for valuing its awards of stock options and recording the related compensation expense, if any, in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25) and related interpretations. No stock-based employee or director compensation cost for stock options is reflected in net income for the twenty-six weeks ended July 31, 2004 and August 2, 2003, as all options granted during the periods have exercise prices equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share as if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standard (SFAS) No. 123, “Accounting for Stock-Based Compensation” (SFAS 123), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure”, to all stock-based employee compensation.

	Twenty-Six Weeks Ended				Thirteen Weeks Ended
	July 31, 2004		August 2, 2003		July 31, 2004		August 2, 2003
Net income, as reported	$	71,161	$	47,834	$	35,496	$	24,466
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of taxes		4,618		4,443		2,139		2,238
Net income, pro forma	$	66,543	$	43,391	$	33,357	$	22,228
Net income per common share:
Basic – as reported	$	0.80	$	0.56	$	0.40	$	0.28
Basic – pro forma	$	0.75	$	0.51	$	0.37	$	0.26
Diluted – as reported	$	0.79	$	0.55	$	0.39	$	0.28
Diluted – pro forma	$	0.74	$	0.49	$	0.37	$	0.25

6

CHICO’S FAS, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
July 31, 2004
(Unaudited)
(In thousands, except share and per share amounts)

Note 3. Net Income Per Share

     Basic Earnings Per Share (EPS) is based on the weighted average number of common shares outstanding and diluted EPS is based on the weighted average number of common shares outstanding plus the dilutive common equivalent shares outstanding during the period. The following is a reconciliation of the denominators of the basic and diluted EPS computations shown on the face of the accompanying consolidated statements of income:

	Twenty-Six Weeks Ended				Thirteen Weeks Ended
	July 31, 2004		August 2, 2003		July 31, 2004		August 2, 2003
Weighted average common shares outstanding — basic		88,877,974		85,741,005		89,286,203		85,969,259
Dilutive effect of stock options outstanding		1,105,309		1,663,729		903,247		1,648,459
Weighted average common and common equivalent shares outstanding — diluted		89,983,283		87,404,734		90,189,450		87,617,718

Note 4. Goodwill and Intangible Assets

     The Company’s goodwill and indefinite-lived intangible asset are reviewed annually for impairment or more frequently if impairment indicators arise. The annual valuation will be performed during the fourth quarter of each year. The change in the carrying amount of goodwill for the twenty-six weeks ended July 31, 2004 is as follows:

Balance as of January 31, 2004	$	60,114
Purchase price adjustment, The White House, Inc.		256
Balance as of July 31, 2004	$	60,370

7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

     Chico’s FAS, Inc. (together with its subsidiaries, the “Company”) is a specialty retailer of exclusively designed, private label, sophisticated, casual-to-dressy clothing, complementary accessories, and other non-clothing gift items operating under the Chico’s, White House | Black Market and Soma by Chico’s brand names.

     Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the accompanying unaudited consolidated financial statements and notes thereto and the Company’s 2003 Annual Report to Stockholders.

Overview

     Factors that will be critical to determining the Company’s future success include, among others, managing the overall growth strategy, including the ability to open and operate stores effectively, maximizing efficiencies in the merchandising, product development and sourcing processes, maintaining high standards for customer service and assistance, maintaining the newness, fit and comfort in the merchandise offerings, and generating cash to fund the Company’s expansion needs. In order to monitor the Company’s success in regards to these critical success factors, the Company’s senior management monitors certain key performance indicators, including:

• Comparable store sales growth – For the thirteen-week and twenty-six week periods ended July 31, 2004, the Company’s comparable store sales growth (sales from stores open for at least twelve full months, including stores that have been expanded or relocated within the same general market) reached 14.1% and 17.0%, respectively. The thirteen-week increase of 14.1% represents the fifth consecutive quarter of comparable store sales growth of at least 14%, as well as the 27th out of the last 29 quarterly periods with at least double digit increases in comparable store sales. The Company believes that comparable store sales growth is a critical success factor and a positive indication of the Company’s ability to manage its expansion and its ability to open and operate stores effectively.

• Positive operating cash flow – For the twenty-six week period ended July 31, 2004, cash flow from operating activities totaled $111 million compared with $63 million for the prior twenty-six week period ended August 2, 2003. Over 30% of the increase in operating cash flow was attributable to the tax benefit from an unusual volume of stock option exercises. The remaining cash flow increase represented a growth of over 50%. The Company believes that a key strength of its business is the ability to consistently generate cash. Strong cash flow generation is critical to the future success of the Company, not only to support the general operating needs of the Company, but also to fund capital expenditures related to new store openings, relocations, expansions and remodels, additional infrastructure costs associated with the distribution center, to continue funding implementation of state of the art information systems and to fund strategic acquisitions. See further discussion of the Company’s cash flows in the Liquidity and Capital Resources section.

• Passport Club – Management believes that a significant indicator of the Company’s success with its personalized customer service training programs and the success of its marketing initiatives is the growth of its loyalty program, the “Passport Club.” For the thirteen-week and twenty-six week

8

periods ended July 31, 2004, the Company added approximately 86,000 and 177,000 permanent Passport Club members, respectively, and approximately 238,000 and 481,000 preliminary Passport Club members, respectively. The Company believes that the continued growth of its Passport Club indicates that the Company is still generating strong interest from new customers, many of whom tend to become long-term loyal customers, due in large part to the Company’s commitment to personalized customer service.

• Quality of merchandise offerings – To monitor and maintain the acceptance of its merchandise offerings, the Company monitors sell-through levels, inventory turns, gross margins and markdown rates on a classification and style level. Although the Company does not disclose these statistics for competitive reasons, these reviews help identify comfort, fit and newness issues at an early date and help the Company plan future product development and buying.

     For the thirteen weeks ended July 31, 2004, the Company reported net sales, operating income and net income of $255 million, $57 million and $35 million, respectively, up 46.9%, 44.8% and 45.1%, from the comparable period in the prior fiscal year. The Company’s gross margin decreased to 61.5% for the thirteen weeks ended July 31, 2004 from 62.0% for the comparable period in the prior fiscal year.

     For the twenty-six weeks ended July 31, 2004, the Company reported net sales, operating income and net income of $512 million, $114 million and $71 million, respectively, up 49.4%, 48.8% and 48.8%, from the comparable period in the prior fiscal year. The Company’s gross margin remained unchanged at 61.9% for the twenty-six weeks ended July 31, 2004 from the comparable period in the prior fiscal year.

Results of Operations – Thirteen Weeks Ended July 31, 2004 Compared to the Thirteen Weeks Ended August 2, 2003.

     Net Sales

     The following table shows net sales by Company-owned stores, net sales by catalog and Internet and net sales to franchisees in dollars and as a percentage of total net sales for the thirteen weeks ended July 31, 2004 (the “current period”) and August 2, 2003 (the “prior period”) (dollar amounts in thousands):

	Thirteen Weeks Ended
	July 31, 2004				August 2, 2003
Net sales by Company stores	$	246,679	96.8	%	$	166,869	96.2	%
Net sales by catalog and Internet		6,330	2.5			4,823	2.8
Net sales to franchisees		1,758	0.7			1,744	1.0
Net sales	$	254,767	100.0		$	173,436	100.0

     Net sales by Company-owned stores increased in the current period from the prior period primarily due to new store openings, the acquisition of The White House, Inc. on September 5, 2003, as well as from the current trend of double-digit increases in the Company’s comparable store net sales (including stores within the comparable store base that have been expanded or relocated within the same general market). A summary of the factors impacting year-over-year sales increases is provided in the table below (dollar amounts in thousands):

9

	Thirteen Weeks Ended
	July 31, 2004			August 2, 2003
Comparable store sales increases	$	23,256		$	18,119
Comparable same store sales %		14.1	%		14.6	%
New store sales, net	$	56,554		$	28,622

     The comparable store sales increase of 14.1% was driven primarily by an increase in the number of transactions compared to the prior period and, to a lesser extent, from an increase of 1.2% in the average unit retail price (which is a financial indicator, the percentage change of which is believed by management to represent a reasonable approximation of the percentage change in Company store net sales attributable to price changes). All of the net sales from White House | Black Market stores since the date of acquisition on September 5, 2003 and through the end of the current period and all of the net sales from the Company’s now discontinued Pazo store concept during the prior period are included in new store sales for the prior period; no such sales are included in comparable store sales.

     Net sales by catalog and Internet for the current period (which only included Chico’s merchandise) increased by $1.5 million, or 31.2%, compared to net sales by catalog and Internet for the prior period. It is believed that the increase was principally attributable to the increased page count and number of catalog mailings and additional television spots in the current period versus the prior period.

     Cost of Goods Sold/Gross Profit

     The following table shows cost of goods sold and gross profit in dollars and the related gross profit percentages for the thirteen weeks ended July 31, 2004 and August 2, 2003 (dollar amounts in thousands):

	Thirteen Weeks Ended
	July 31, 2004			August 2, 2003
Cost of goods sold	$	98,082		$	65,834
Gross profit		156,685			107,602
Gross profit percentage		61.5	%		62.0	%

     The decrease in the gross profit percentage during the current period resulted primarily from White House | Black Market sales, which carry a lower merchandise gross profit percentage than sales at Chico’s frontline stores, increased product development costs, as a percentage of net sales, principally associated with the White House | Black Market brand and, to a lesser extent, slightly increased markdowns at the Chico’s frontline stores and costs associated with the upcoming initial launch of the Soma by Chico’s brand in the third fiscal quarter. These decreases were partially offset by significantly improved margins at the Company’s outlet stores and from operating efficiencies associated with the Company’s new distribution center (the costs of which are included in the Company’s cost of goods sold).

     General, Administrative and Store Operating Expenses

     The following table shows general, administrative and store operating expenses in dollars and as a percentage of total net sales for the thirteen weeks ended July 31, 2004 and August 2, 2003 (dollar amounts in thousands):

10

	Thirteen Weeks Ended
	July 31, 2004			August 2, 2003
General, administrative and store operating expenses	$	92,994		$	63,410
Percentage of total net sales		36.5	%		36.5	%

     The increase in general, administrative and store operating expenses was, for the most part, the result of increases in the Company’s store operating expenses, including associate compensation, occupancy and other costs associated with additional store openings (including those costs associated with the White House | Black Market stores added by virtue of the acquisition in the third quarter of fiscal 2003) and, to a lesser degree, an increase in marketing expenses and other general corporate infrastructure costs to support the Company’s rapid growth. General, administrative and store operating expenses as a percentage of net sales was positively impacted by leverage improvements in the Chico’s frontline stores (primarily personnel and occupancy costs) associated with the Company’s current period comparable store sales increase of 14.1%, which improvements were offset by costs associated with White House | Black Market store operating expenses, which run substantially higher than Chico’s frontline stores as a percentage of net sales. To a lesser degree, general and administrative expenses as a percentage of net sales was affected by increased costs associated with the Company’s Sarbanes-Oxley initiatives and increased marketing costs as a percentage of net sales.

     Net Income

     The following table shows net income in dollars and as a percentage of total net sales for the thirteen weeks ended July 31, 2004 and August 2, 2003 (dollar amounts in thousands):

	Thirteen Weeks Ended
	July 31, 2004			August 2, 2003
Net income	$	35,496		$	24,466
Percentage of total net sales		13.9	%		14.1	%

Results of Operations – Twenty-Six Weeks Ended July 31, 2004 Compared to the Twenty-Six Weeks Ended August 2, 2003.

     Net Sales

     The following table shows net sales by Company-owned stores, net sales by catalog and Internet and net sales to franchisees in dollars and as a percentage of total net sales for the twenty-six weeks ended July 31, 2004 (the “current period”) and August 2, 2003 (the “prior period”) (dollar amounts in thousands):

	Twenty-Six Weeks Ended
	July 31, 2004				August 2, 2003
Net sales by Company stores	$	495,166	96.8	%	$	328,310	95.9	%
Net sales by catalog and Internet		12,412	2.4			10,505	3.1
Net sales to franchisees		3,980	0.8			3,606	1.0
Net sales	$	511,558	100.0		$	342,421	100.0

     Net sales by Company-owned stores increased in the current period from the prior period primarily due to new store openings, the acquisition of The White House, Inc. on September 5, 2003, as well as from

11

the current trend of double-digit increases in the Company’s comparable store net sales (including stores within the comparable store base that have been expanded or relocated within the same general market). A summary of the factors impacting year-over-year sales increases is provided in the table below (dollar amounts in thousands):

	Twenty-Six Weeks Ended
	July 31, 2004			August 2, 2003
Comparable store sales increases	$	55,168		$	27,133
Comparable same store sales %		17.0	%		11.2	%
New store sales, net	$	111,688		$	55,785

     The comparable store sales increase of 17.0% was driven primarily by an increase in the number of transactions in the current period compared to the prior period and, to a lesser extent, from an increase of 2.9% in the average unit retail price (which is a financial indicator, the percentage change of which is believed by management to represent a reasonable approximation of the percentage change in Company store net sales attributable to price changes). All of the net sales from White House | Black Market stores since the date of acquisition on September 5, 2003 and through the end of the current period and all of the net sales from the Company’s now discontinued Pazo store concept during the current and prior period are included in new store sales for the current and prior period; no such sales are included in comparable store sales.

     Net sales by catalog and Internet for the current period (which only included Chico’s merchandise) increased by $1.9 million, or 18.2%, compared to net sales by catalog and Internet for the prior period. It is believed that the increase was principally attributable to the increased page count and number of catalog mailings and additional television spots in the current period versus the prior period.

     Cost of Goods Sold/Gross Profit

     The following table shows cost of goods sold and gross profit in dollars and the related gross profit percentages for the twenty-six weeks ended July 31, 2004 and August 2, 2003 (dollar amounts in thousands):

	Twenty-Six Weeks Ended
	July 31, 2004			August 2, 2003
Cost of goods sold	$	195,037		$	130,523
Gross profit		316,521			211,898
Gross profit percentage		61.9	%		61.9	%

     Gross profit percentage during the current period was positively impacted by improved margins at the Chico’s frontline stores (mainly due to improved initial markups on new products) and, to a lesser extent, from significantly improved margins at the Company’s outlet stores. To a lesser degree, gross profit was positively impacted by operating efficiencies associated with the Company’s new distribution center (the costs of which are included in the Company’s cost of goods sold). The gross profit percentage was adversely impacted by the White House | Black Market sales, which carry a lower merchandise gross profit percentage than sales at Chico’s frontline stores, and an increase in product development costs, as a percentage of sales, primarily due to White House | Black Market and costs associated with the upcoming initial launch of the Soma by Chico’s brand in the third quarter.

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     General, Administrative and Store Operating Expenses

     The following table shows general, administrative and store operating expenses in dollars and as a percentage of total net sales for the twenty-six weeks ended July 31, 2004 and August 2, 2003 (dollar amounts in thousands):

	Twenty-Six Weeks Ended
	July 31, 2004			August 2, 2003
General, administrative and store operating expenses	$	188,799		$	125,694
Percentage of total net sales		36.9	%		36.7	%

     The increase in general, administrative and store operating expenses was, for the most part, the result of increases in the Company’s store operating expenses, including associate compensation, occupancy and other costs associated with additional store openings (including those costs associated with the White House | Black Market stores added by virtue of the acquisition in the third quarter of fiscal 2003) and, to a lesser degree, an increase in marketing expenses and other general corporate infrastructure costs to support the Company’s rapid growth. General, administrative and store operating expenses as a percentage of net sales increased 20 basis points over the prior period primarily due to costs associated with White House | Black Market store operating expenses, which run substantially higher than Chico’s frontline store operating expenses as a percentage of net sales. To a lesser degree, the increase as a percentage of net sales was attributable to the interim continuation of the White House | Black Market corporate headquarters and related functions and costs associated with the Company’s Sarbanes-Oxley initiatives. These increases were partially offset by decreases in Chico’s store operating expenses as a percentage of net sales over the prior period due primarily to leverage improvement in store personnel and occupancy costs associated with the Company’s current period comparable store sales increase of 17.0%.

     Net Income

     The following table shows net income in dollars and as a percentage of total net sales for the twenty-six weeks ended July 31, 2004 and August 2, 2003 (dollar amounts in thousands):

	Twenty-Six Weeks Ended
	July 31, 2004			August 2, 2003
Net income	$	71,161		$	47,834
Percentage of total net sales		13.9	%		14.0	%

Comparable Company Store Net Sales

     Comparable Company store net sales increased by 14.1% in the current quarter and 17.0% in the first six months of this fiscal year, when compared to the comparable prior period. Comparable Company store net sales data is calculated based on the change in net sales of currently open Company-owned stores that have been operated as a Company store for at least twelve full months, including stores that have been expanded or relocated within the same general market area (approximately five miles).

     The comparable store percentages reported above include 23 and 28 stores, respectively, that were expanded or relocated within the last twelve months from the beginning of the prior period by an average of 1,131 and 1,103 net selling square feet, respectively. If the stores that were expanded and relocated had been excluded from the comparable Company-owned store base, the increase in comparable Company-

13

owned store net sales would have been 13.1% for the current quarter and 16.1% for the first six months (versus 14.1% and 17.0% as reported, respectively). The Company does not consider the effect to be material to the overall comparable store sales results and believes the inclusion of expanded stores in the comparable store net sales to be an acceptable practice, consistent with the practice followed by the Company in prior periods and by many other retailers. The comparable store percentages reported above do not include any of the White House | Black Market stores. These stores are treated by the Company as new stores acquired in fiscal 2003 and will not be included in the comparable store computation until they have been under the ownership of the Company for at least twelve full months.

     The Company believes that the increase in comparable Company store net sales in the current period resulted from the continuing effort to focus the Company’s product development, merchandise planning, buying and marketing departments on Chico’s target customer. The Company also believes that the look, fit and pricing policy of the Company’s product was in line with the needs of the Company’s target customer. In addition, the Company believes that the increase in comparable store sales was also fueled by a coordinated marketing plan, which includes national and regional television advertising, national magazine advertising, increased direct mailings of catalogs, a larger database of existing customers for such mailings and the success of the Company’s frequent shopper club (the “Passport Club”). To a lesser degree, the Company believes the increase was due to continued store-level training efforts associated with ongoing training programs and the Company’s overall ability to maintain its high standards for customer service and assistance.

Liquidity and Capital Resources

     The Company’s primary ongoing capital requirements are for funding capital expenditures for new, expanded, relocated and remodeled stores and increased merchandise inventories. Also, to a lesser degree, during fiscal 2004, the Company has experienced the need for working capital to address the launching of its new test concept, Soma by Chico’s, whose stores began opening during the third quarter of fiscal 2004.

     The following table shows the Company’s capital resources as of July 31, 2004 and August 2, 2003 (amounts in thousands):

	July 31, 2004		August 2, 2003
Cash and cash equivalents	$	13,252	$	11,241
Marketable securities		201,907		130,161
Working capital		223,620		148,690

     Working capital increased from August 2, 2003 to July 31, 2004 primarily due to the Company’s ability to generate significant cash from operating activities (in large part due to the Company’s strong comparable store sales), which cash was substantially more than necessary to satisfy the Company’s investment in capital expenditures. The significant components of the Company’s working capital are cash and cash equivalents, marketable securities and inventories, reduced by accounts payable and accrued liabilities.

     Based on past performance and current expectations, the Company believes that its cash and cash equivalents, marketable securities and cash generated from operations will satisfy the Company’s working capital needs, capital expenditure needs (see “New Store Openings” discussed below), commitments and other liquidity requirements associated with the Company’s operations through at least the next 12 months.

14

     Operating Activities

     Net cash provided by operating activities was $110.5 million and $63.1 million for the twenty-six weeks ended July 31, 2004 (the “current period”) and August 2, 2003 (the “prior period”), respectively. The cash provided by operating activities for both periods was due to the Company’s net income adjusted for non-cash charges and changes in working capital such as:

• Depreciation and amortization expense;

• Normal fluctuations in accounts receivable, inventories, prepaid and other current assets, accounts payable and accrued liabilities.

     In addition, in the current period, cash flow from operating activities was significantly increased from a tax benefit of $24.9 million related to the exercise of employee stock options.

     Investing Activities

     Net cash used in investing activities was $131.5 million and $65.4 million for the twenty-six weeks ended July 31, 2004 and August 2, 2003, respectively.

     The Company’s investment in capital expenditures during the current period primarily related to the planning and opening of new, relocated, remodeled and expanded Chico’s, White House | Black Market, and Soma by Chico’s stores ($24.5 million), installation costs associated with new software packages and systems integration of the White House | Black Market ($3.3 million), distribution center infrastructure costs ($2.5 million), and other miscellaneous capital expenditures ($3.6 million).

     The Company invested $97.6 million, net in marketable securities during the current period. In the prior period, the Company invested $39.1 million, net in marketable securities.

     Financing Activities

     Net cash provided by financing activities was $18.6 million and $4.8 million for the twenty-six weeks ended July 31, 2004 and August 2, 2003, respectively. The Company received proceeds in both periods from the issuance of common stock related to current and former employee option exercises and employee participation in its employee stock purchase plan. During the current period, the Company satisfied the remaining balances due on capital leases assumed as a result of The White House, Inc. acquisition totaling $1.3 million.

     During the first six months of the current fiscal year, seventeen of the Company’s twenty-four officers or former officers, its two non-officer inside directors, and three of its five independent directors exercised an aggregate of 1,699,370 stock options at prices ranging from $0.7777 to $18.505 and several employees and former employees exercised an aggregate of 122,405 options at prices ranging from $0.3610 to $21.60. Also, during this period, the Company sold 47,555 shares of common stock during the March offering period under its employee stock purchase plan at a price of $36.34. The proceeds from these issuances of stock, exclusive of the tax benefit realized by the Company, amounted to approximately $19.8 million.

15

New Store Openings

     The Company plans to open between 85 and 95 net new Company-owned stores in fiscal 2004, of which 44 were open as of August 23, 2004. The Company believes that the liquidity needed for its planned new store growth (including the launch of its new concept, Soma by Chico’s), continuing remodel/expansion program, continued installation of new software packages, and maintenance of proper inventory levels associated with this growth will be funded from cash flow from operations and its existing strong cash and marketable securities balances. The Company further believes that this liquidity will be sufficient, based on the above, to fund anticipated capital needs over the near-term. Given the Company’s existing cash and marketable securities balances and the capacity included in its bank credit facilities, the Company does not believe that it would need to seek other sources of financing to conduct its operations or pursue its expansion plans even if cash flow from operations should prove to be less than anticipated or if there should arise a need for additional letter of credit capacity due to establishing new and expanded sources of supply, or if the Company were to increase the number of new Company-owned stores planned to be opened in future periods.

Seasonality and Inflation

     Although the operations of the Company are influenced by general economic conditions, the Company does not believe that inflation has had a material effect on the results of operations during the current or prior periods. The Company does not consider its business to be seasonal.

Critical Accounting Policies and Estimates

     The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The critical accounting matters that are particularly important to the portrayal of the Company’s financial condition and results of operations and require some of management’s most difficult, subjective and complex judgments are described in detail in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2004. The preparation of consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to customer product returns, inventories, income taxes, insurance reserves, contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no material changes in the critical accounting policies during the twenty-six weeks ended July 31, 2004.

Certain Factors That May Affect Future Results

     This Form 10-Q may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the current views of the Company with respect to certain events that could have an effect on the Company’s future financial performance, including but without limitation, statements regarding the impact of the acquisition of The White House, Inc. and the launch of the Soma by Chico’s concept. The statements may address items such as future sales, gross profit expectations, planned store openings, closings and expansions, future comparable store sales, future product sourcing plans, inventory levels, planned marketing expenditures, planned capital expenditures and future cash needs. In addition,

16

from time to time, the Company may issue press releases and other written communications, and representatives of the Company may make oral statements, which contain forward-looking information.

     These statements, including those in this Form 10-Q and those in press releases or made orally, may include the words “expects,” “believes,” and similar expressions. Except for historical information, matters discussed in such oral and written statements, including this Form 10-Q, are forward-looking statements. These forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from historical results or those currently anticipated. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and beginning on page 21 of the Company’s most recent Form 10-K filed with the Securities and Exchange Commission on April 9, 2004.

     These potential risks and uncertainties include the financial strength of retailing in particular and the economy in general, the extent of financial difficulties that may be experienced by customers, the ability of the Company to secure and maintain customer acceptance of Chico’s styles (including without limitation styles of White House | Black Market and Soma by Chico’s), the propriety of inventory mix and sizing, the quality of merchandise received from vendors, the extent and nature of competition in the markets in which the Company operates, the extent of the market demand and overall level of spending for women’s private label clothing and related accessories, the adequacy and perception of customer service, the ability to coordinate product development with buying and planning, the ability of the Company’s suppliers to timely produce and deliver clothing and accessories, the changes in the costs of manufacturing, labor and advertising, the rate of new store openings (including without limitation White House | Black Market and Soma by Chico’s new store openings), the buying public’s acceptance of the Company’s new store concept, the performance, implementation and integration of management information systems, the ability to hire, train, energize and retain qualified sales associates and other employees, the availability of quality store sites, the ability to hire and train qualified managerial employees, the ability to effectively and efficiently establish and operate catalog and Internet sales, the ability to secure and protect trademarks and other intellectual property rights, the ability to effectively and efficiently integrate and operate the recently acquired White House | Black Market division, risks associated with terrorist activities and other risks. In addition, there are potential risks and uncertainties that are peculiar to the Company’s reliance on sourcing from foreign vendors, including the impact of work stoppages, transportation delays and other interruptions, political or civil instability, imposition of and changes in tariffs and import and export controls such as import quotas, changes in governmental policies in or towards foreign countries and other similar factors.

     The forward-looking statements included herein are only made as of the date of this Quarterly Report on Form 10-Q. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Litigation

     In the normal course of business, the Company is subject to proceedings, lawsuits and other claims, including proceedings under laws and government regulations relating to labor, product, intellectual property and other matters, including the matters described in Item 1 of Part II of this Quarterly Report on Form 10-Q. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, the ultimate aggregate amount of monetary liability or financial impact with respect to these matters at July 31, 2004, cannot be ascertained. Although these matters could affect the operating results of any one quarter when resolved in future periods, and although there can be no assurance with respect thereto, management believes that, after final disposition, any monetary liability or financial impact to the Company would not be material to the annual consolidated financial statements.

17

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The market risk of the Company’s financial instruments as of July 31, 2004 has not significantly changed since January 31, 2004. The Company is exposed to market risk from changes in interest rates on any future indebtedness and its marketable securities. The Company’s exposure to interest rate risk relates in part to its revolving line of credit with its bank; however, as of July 31, 2004, the Company did not have any outstanding borrowings on its line of credit and, given its strong liquidity position, does not expect to utilize its line of credit in the foreseeable future except for its continuing use of the letter of credit facility portion thereof.

ITEM 4. CONTROLS AND PROCEDURES

     As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

     There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company was named as defendant in a putative class action suit filed in May 2003 in the Superior Court for the State of California, County of San Francisco, Charissa Villanueva v. Chico’s FAS, Inc. The Company filed an answer denying the material allegations of the Complaint. The Complaint alleges that the Company, in violation of California law, has in place a mandatory uniform policy that requires its employees to purchase and wear Chico’s clothing and accessories as a condition of employment. It is the Company’s position that no such mandatory uniform policy exists. The Company encourages but does not require its associates to wear Chico’s clothing; although many Chico’s associates choose to wear Chico’s clothing, others do not. The parties are engaged in discovery, and the Company is continuing its investigation. No rulings on class certification have been made. No trial date has been set. Although the Company continues to believe that the case is without merit, the parties have agreed to participate in a voluntary private mediation in November 2004. Should the case not resolve at mediation, the Company will continue to vigorously defend the litigation.

     The Company was named as the defendant in a suit filed in July 2004 in the Circuit Court of Lee County, Florida, Ajit Patel v. Chico’s FAS, Inc. The Complaint alleges that the Company breached an implied contract with Mr. Patel, the Company’s former Vice President – Chief Information Officer, and, alternatively, that the Company fraudulently induced Mr. Patel to work for the Company. The Company has filed a Motion to Dismiss the case. It is the Company’s position that no contract, express or implied, existed between the Company and Mr. Patel and that the Company did not engage in any fraudulent

18

conduct. No discovery has commenced. The Company believes the allegations in the Complaint are without merit and intends to vigorously defend the litigation.

     The Company is not a party to any other legal proceedings, other than various claims and lawsuits arising in the normal course of business, none of which the Company believes should have a material adverse effect on its financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Annual Meeting of Stockholders of the Company was held June 22, 2004. There were 89,141,254 shares of common stock entitled to vote at the meeting. The following matters were voted upon:

     a) Election of Directors:

	Votes For		Votes Withheld
Class II — Term Expiring in 2007
Helene B. Gralnick		61,855,013		21,538,649
Verna K. Gibson		77,821,179		5,572,483
Betsy S. Atkins		79,207,655		4,186,007
Class I — Term Expiring in 2006
Scott A. Edmonds		62,170,321		21,223,341

     The terms of offices of Marvin J. Gralnick, Charles J. Kleman, Ross E. Roeder, and John W. Burden continued after the annual meeting. In addition, immediately following the meeting, Stewart P. Mitchell was appointed by the Board to fill his own vacancy, which arose by virtue of the meeting.

     b) Proposal to amend the Amended and Restated Articles of Incorporation:

Voting Results:
	For the Proposal	82,109,116
	Against the Proposal	1,081,338
	Abstentions	203,208

     c) Proposal to approve the Company’s Amended and Restated 2002 Employee Stock Purchase Plan:

Voting Results:
	For the Proposal	82,071,048
	Against the Proposal	1,099,632
	Abstentions	222,982

     d) Proposal to ratify the appointment of Ernst & Young LLP as Independent Certified Public Accountants:

Voting Results:
	For the Proposal	80,851,268
	Against the Proposal	2,432,356
	Abstentions	110,038

19

ITEM 6. EXHIBITS

     (a) The following documents are filed as exhibits to this Quarterly Report on Form 10-Q:

Exhibit 3.1	Articles of Amendment of the Amended and Restated Articles of Incorporation of Chico’s FAS, Inc., effective as of June 23, 2004
Exhibit 3.2	First Amendment to Amended and Restated By-laws of Chico’s FAS, Inc., adopted and effective January 23, 2004
Exhibit 3.3	Second Amendment to Amended and Restated By-laws of Chico’s FAS, Inc., adopted and effective June 21, 2004
Exhibit 4.1	Articles of Amendment of the Amended and Restated Articles of Incorporation of Chico’s FAS, Inc., effective as of June 23, 2004
Exhibit 4.2	First Amendment to Amended and Restated By-laws of Chico’s FAS, Inc., adopted and effective January 23, 2004
Exhibit 4.3	Second Amendment to Amended and Restated By-laws of Chico’s FAS, Inc., adopted and effective June 21, 2004
Exhibit 10.1	Amendment No. 1 to Employment Agreement between the Company and Scott A. Edmonds, effective as of June 22, 2004
Exhibit 10.2	Employment Agreement between the Company and James P. Frain, effective as of May 1, 2004
Exhibit 31.1	Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — Chief Executive Officer
Exhibit 31.2	Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — Chief Financial Officer
Exhibit 32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

20

Signatures

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CHICO’S FAS, INC.
Date: August 26, 2004	By:	/s/ Scott A. Edmonds
		Scott A. Edmonds
		President and Chief Executive Officer (Principal Executive Officer)

Date: August 26, 2004	By:	/s/ Charles J. Kleman
		Charles J. Kleman
		Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)

Date: August 26, 2004	By:	/s/ Michael J. Kincaid
		Michael J. Kincaid
		Vice President– Finance and Chief Accounting Officer (Principal Accounting Officer)

21

EX-3.1

                                                                     EXHIBIT 3.1




                              ARTICLES OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                CHICOS 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/Chief
Executive Officer and Secretary, submit these Articles 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.     The Amendment of the Corporation's Amended and Restated Articles
of Incorporation, as described herein (the "Amendment"), was adopted and
approved by the Board of Directors of the Corporation by unanimous written
consent effective April 5, 2004, and recommended to the shareholders for their
approval.

         3.     The Amendment was duly adopted and approved by a majority of the
shareholders of the Corporation at a duly called annual meeting, held on June
22, 2004, and the number of votes cast for the Amendment were sufficient for
approval.

         4.     The Amendment, as effected hereby (the "Amendment"), deletes in
its entirety Section 1 of Article VI of the Amended and Restated Articles of
Incorporation, and in its place substitutes the following:

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

                1. Number. The Board of Directors of this Corporation shall
         consist of not less than three (3) and not more than twelve (12)
         members, the exact number of directors to be fixed from time to time as
         provided in the bylaws of this Corporation.

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








         IN WITNESS WHEREOF, the foregoing instrument has been duly executed and
delivered by the Corporation by its undersigned officers and directors this 22nd
day of June, 2004.


                                             CHICO'S FAS, INC.


                                             By:     /s/ Scott A. Edmonds  .
                                                ----------------------------
                                                Scott A. Edmonds, President and
                                                Chief Executive Officer


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

EX-3.2

                                                                     EXHIBIT 3.2


                                 First Amendment
                                       to
                           Amended and Restated Bylaws
                                       of
                                Chico's FAS, Inc.


         On January 23, 2004, the Board of Directors of Chico's FAS, Inc.
approved the following amendment to Section 2 of Article III of the Amended and
Restated Bylaws of the corporation.


         1.       Section 2 of Article III is amended in its entirety to read
                  as follows:

                           Section 2.   NUMBER, TENURE AND QUALIFICATIONS. The
                  number of directors of the corporation shall be not less than
                  three (3) nor more than nine (9), with the number of the same
                  to be fixed by the directors from time to time by an
                  affirmative vote of a majority of the entire Board of
                  Directors or by the stockholders at any annual or special
                  meeting. Each director shall hold office until his term of
                  office expires and until such director's successor shall have
                  been duly elected and shall have qualified, unless such
                  director sooner dies, resigns or is removed by the
                  stockholders at any annual or special meeting. No decrease in
                  the number of directors shall have the effect of shortening
                  the term of any incumbent director. It shall not be necessary
                  for directors to be stockholders. All directors shall be
                  natural persons who are 18 years of age or older.

EX-3.3

                                                                     EXHIBIT 3.3



                                Second Amendment
                                       to
                           Amended and Restated Bylaws
                                       of
                                Chico's FAS, Inc.


         On June 21, 2004, the Board of Directors of Chico's FAS, Inc. approved
the following amendment to Section 2 of Article III of the Amended and Restated
Bylaws of the corporation.


         1.       Section 2 of Article III is amended in its entirety to read as
                  follows:

                           Section 2.   NUMBER, TENURE AND QUALIFICATIONS. The
                  number of directors of the corporation shall be not less than
                  three (3) nor more than twelve (12), with the number of the
                  same to be fixed by the directors from time to time by an
                  affirmative vote of a majority of the entire Board of
                  Directors or by the stockholders at any annual or special
                  meeting. Each director shall hold office until his term of
                  office expires and until such director's successor shall have
                  been duly elected and shall have qualified, unless such
                  director sooner dies, resigns or is removed by the
                  stockholders at any annual or special meeting. No decrease in
                  the number of directors shall have the effect of shortening
                  the term of any incumbent director. It shall not be necessary
                  for directors to be stockholders. All directors shall be
                  natural persons who are 18 years of age or older.

EX-4.1

                                                                     EXHIBIT 4.1




                              ARTICLES OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                CHICOS 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/Chief
Executive Officer and Secretary, submit these Articles 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.     The Amendment of the Corporation's Amended and Restated Articles
of Incorporation, as described herein (the "Amendment"), was adopted and
approved by the Board of Directors of the Corporation by unanimous written
consent effective April 5, 2004, and recommended to the shareholders for their
approval.

         3.     The Amendment was duly adopted and approved by a majority of the
shareholders of the Corporation at a duly called annual meeting, held on June
22, 2004, and the number of votes cast for the Amendment were sufficient for
approval.

         4.     The Amendment, as effected hereby (the "Amendment"), deletes in
its entirety Section 1 of Article VI of the Amended and Restated Articles of
Incorporation, and in its place substitutes the following:

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

                1. Number. The Board of Directors of this Corporation shall
         consist of not less than three (3) and not more than twelve (12)
         members, the exact number of directors to be fixed from time to time as
         provided in the bylaws of this Corporation.

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








         IN WITNESS WHEREOF, the foregoing instrument has been duly executed and
delivered by the Corporation by its undersigned officers and directors this 22nd
day of June, 2004.


                                             CHICO'S FAS, INC.


                                             By:     /s/ Scott A. Edmonds  .
                                                ----------------------------
                                                Scott A. Edmonds, President and
                                                Chief Executive Officer


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

EX-4.2

                                                                     EXHIBIT 4.2


                                 First Amendment
                                       to
                           Amended and Restated Bylaws
                                       of
                                Chico's FAS, Inc.


         On January 23, 2004, the Board of Directors of Chico's FAS, Inc.
approved the following amendment to Section 2 of Article III of the Amended and
Restated Bylaws of the corporation.


         1.       Section 2 of Article III is amended in its entirety to read
                  as follows:

                           Section 2.   NUMBER, TENURE AND QUALIFICATIONS. The
                  number of directors of the corporation shall be not less than
                  three (3) nor more than nine (9), with the number of the same
                  to be fixed by the directors from time to time by an
                  affirmative vote of a majority of the entire Board of
                  Directors or by the stockholders at any annual or special
                  meeting. Each director shall hold office until his term of
                  office expires and until such director's successor shall have
                  been duly elected and shall have qualified, unless such
                  director sooner dies, resigns or is removed by the
                  stockholders at any annual or special meeting. No decrease in
                  the number of directors shall have the effect of shortening
                  the term of any incumbent director. It shall not be necessary
                  for directors to be stockholders. All directors shall be
                  natural persons who are 18 years of age or older.

EX-4.3

                                                                     EXHIBIT 4.3



                                Second Amendment
                                       to
                           Amended and Restated Bylaws
                                       of
                                Chico's FAS, Inc.


         On June 21, 2004, the Board of Directors of Chico's FAS, Inc. approved
the following amendment to Section 2 of Article III of the Amended and Restated
Bylaws of the corporation.


         1.       Section 2 of Article III is amended in its entirety to read as
                  follows:

                           Section 2.   NUMBER, TENURE AND QUALIFICATIONS. The
                  number of directors of the corporation shall be not less than
                  three (3) nor more than twelve (12), with the number of the
                  same to be fixed by the directors from time to time by an
                  affirmative vote of a majority of the entire Board of
                  Directors or by the stockholders at any annual or special
                  meeting. Each director shall hold office until his term of
                  office expires and until such director's successor shall have
                  been duly elected and shall have qualified, unless such
                  director sooner dies, resigns or is removed by the
                  stockholders at any annual or special meeting. No decrease in
                  the number of directors shall have the effect of shortening
                  the term of any incumbent director. It shall not be necessary
                  for directors to be stockholders. All directors shall be
                  natural persons who are 18 years of age or older.

EX-10.1

                                                                    EXHIBIT 10.1

                                 AMENDMENT NO. 1
                                       TO
                              EMPLOYMENT AGREEMENT



         THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered into
this 22nd day of June, 2004 by and between CHICO'S FAS, INC., a Florida
corporation (the "Company"), and SCOTT A. EDMONDS (the "Executive").

                              W I T N E S S E T H:

         WHEREAS, the parties hereto have entered into that certain Employment
Agreement dated December 29, 2003, by and between the Company and the Executive
(the "Employment Agreement"); and

         WHEREAS, the Company and the Executive have agreed to amend the terms
of the Employment Agreement in certain respects as set forth in this Amendment
No. 1 to Employment Agreement (the "Amendment").

         NOW, THEREFORE, it is agreed as follows:

1.       BASIC SALARY

         Section 3(a) of the Employment Agreement shall be replaced in its
entirety by the following, effective as of February 2, 2004:

                  (a)   Basic Salary. The Employer shall pay to the Executive as
compensation for all services rendered by the Executive during the Employment
Term a basic annualized salary of $900,000 per year (the "Basic Salary"), or
such other sum as the parties may agree on, in writing, from time to time,
payable monthly or in other more frequent installments, as determined by the
Employer. The Board of Directors of the Employer shall have the right to
increase the Executive's compensation from time to time by action of the Board
of Directors, provided that the Basic Salary may not be decreased, and,
provided, further, once the Basic Salary is increased it may not be decreased
below such increased amount. In addition, the Board of Directors of the
Employer, in its discretion, may, with respect to any year during the term
hereof, award a bonus or bonuses to the Executive in addition to the bonuses
provided for in Section 3(b). The compensation provided for in this Section 3(a)
shall be in addition to any pension or profit sharing payments set aside or
allocated for the benefit of the Executive.

2.       DEATH OF EXECUTIVE

         Section 7(a) of the Employment Agreement shall be replaced in its
entirety by the following:

         (a)    Death of Executive. The Employment Term shall terminate
automatically on the Executive's death. If the Executive dies during the
Employment Term, the Employer shall pay to the Scott A. Edmonds Revocable Trust
Agreement dated June 28,2001 as fully amended and restated







April 21, 2004, and as further amended from time to time (the "Trust")
(or if such Trust is not in existence on the date of death of the Executive, to
the estate of the Executive) such compensation, including any bonus compensation
earned but not yet paid for any completed fiscal year, as would otherwise have
been payable to the Executive up to the end of the month in which his death
occurs, any unreimbursed business expenses payable in accordance with the
Employer's policies, accrued but unused vacation payable in accordance with the
Employer's policies, and all other payments and benefits to which the Executive
may be entitled under the terms of any applicable plan, program, policy or
arrangement (as modified herein). In addition, following the date of the
Executive's death and for twelve (12) months thereafter, the Employer shall pay
monthly the following amount to the Trust (or if such Trust is not in existence
on the date of death of the Executive, to the estate of the Executive): the sum
of (i) one (1) year's Basic Salary (as existing at the time of death) divided by
twelve (12); and (ii) an amount equal to the greater of the Target Bonus or the
highest actual bonus paid to the Executive in the three (3) fiscal years
preceding the Executive's death and divided by twelve (12). The Employer shall
have no additional financial obligation under this Agreement to the Executive,
his estate or the Trust. After receiving the payments provided in this
subparagraph (a), the Executive, his estate and the Trust shall have no further
rights under this Agreement (other than the Executive's right to indemnification
and directors and officers liability insurance as provided herein).

3.       MISCELLANEOUS

         Except to the extent specifically modified, added or deleted by this
Amendment No. 1, the terms and provisions of the Employment Agreement shall
otherwise remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment the
day and year first above written.


                                 CHICO'S FAS, INC.


                                 By: /s/ Charles J. Kleman
                                    ------------------------------------------
                                    Charles J. Kleman, Chief Operating Officer,
                                    Executive Vice President - Finance
                                    and Chief Financial Officer

                                                "Company"



                                 /s/ Scott A. Edmonds
                                 ------------------------------------------
                                 SCOTT A. EDMONDS

                                               "Executive"

EX-10.2

                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT is made and entered into this 8th day of July,
2004, but is effective as of the 1st day of May, 2004, by and between CHICO'S
FAS, INC. a Florida corporation (the "Employer"), and JAMES P. FRAIN (the
"Employee").


                              W I T N E S S E T H:


     1. EMPLOYMENT. The Employer hereby employs the Employee, and the Employee
hereby accepts such employment, upon the terms and subject to the conditions set
forth in this Agreement.

     2. TERM.

          (a) Subject to the provisions of termination as hereinafter provided,
the term of employment under this Agreement shall begin May 1, 2004 and shall
continue through April 30, 2005; provided, however, that beginning on April 30,
2005 and on each April 30th (each a "Renewal Date") thereafter and provided that
the Employee has not delivered to the Employer a Change Notice (as hereinafter
defined), the term of this Agreement shall automatically be extended for one
additional year unless either party gives the other written notice of
termination at least ninety (90) days prior to any such Renewal Date.
Notwithstanding the foregoing, if the Employee gives such a written notice of
termination to the Employer at least ninety (90) days prior to a Renewal Date
but less than one hundred eighty (180) days prior to such Renewal Date, the term
of this Agreement shall be extended to a date which is one hundred eighty (180)
days after the date on which the Employee gives such written notice of
termination to the Employer. For example, if the Employee were to give such
written notice of termination on December 1, 2004, the term of the Agreement
would not terminate on April 30, 2005 but instead would be extended to, and
would terminate on, June 1, 2005 (i.e, one hundred eighty (180) days following
December 1, 2004).

          (b) If at any time on or after October 31, 2004 the Employee delivers
to the Employer a Change Notice, then from and after the date which is six (6)
months after the date of the Change Notice (the "Effective Changeover Date") the
relationship of the Employee with the Employer shall be changed to a terminable
at will consulting arrangement on the terms described elsewhere in this
Agreement.

          (c) The period of time from the effective date of this Agreement until
the Effective Changeover Date, subject to any earlier termination of this
Agreement pursuant to the provisions of termination as hereinafter provided,
shall be referred to herein as the "Employment Term." The period of time from
the Effective Changeover Date until the subsequent termination of this Agreement
shall be referred to herein as the "Consulting Term."


                                       1



          (d) For these purposes, a "Change Notice" shall mean a written notice
given by the Employee to the Employer pursuant to which the Employee elects,
effective as of the date which is six months following the date of delivery of
the Change Notice, to change his status under this Agreement from being a full
time management employee of the Employer to being a terminable at will
consultant.

     3. COMPENSATION; REIMBURSEMENT, ETC.

          (a) SALARY.

               (i) The Employer shall pay to the Employee as compensation for
all services rendered by the Employee during the Employment Term of this
Agreement a basic annualized salary of $400,000 per year (the "Basic Salary"),
or such other sum as the parties may agree on from time to time, payable monthly
or in other more frequent installments, as determined by the Employer. The Board
of Directors of the Employer shall have the right, by action of such Board of
Directors, to increase the Employee's Basic Salary from time to time during the
Employment Term.

               (ii) The Employer shall pay to the Employee as compensation for
the services rendered by the Employee during the Consulting Term of this
Agreement compensation computed based on the actual number of full days worked
during each pay period. The compensation shall be based upon an annualized
compensation amount of $450,000 (i.e, a daily compensation amount of $1,731). A
full work day shall be at least seven hours of work for the day. From time to
time, the parties may agree to change the annualized compensation amount and
thus the daily compensation amount. The compensation payable to the Employee
during the Consulting Term shall be payable monthly or in other more frequent
installments, as determined by the Employer.

               (iii) The compensation provided for in this Section 3(a) shall be
in addition to any pension or profit sharing payments set aside or allocated for
the benefit of the Employee.

          (b) BONUSES.

               (i) In addition to the Basic Salary paid pursuant to Section
3(a), the Employer shall pay to the Employee as incentive compensation during
the Employment Term a fiscal year annual bonus based upon the Executive's
performance and computed and paid in accordance with the incentive bonus plan
adopted each year by the Board of Directors of the Employer; provided that
during the first twelve (12) months of the Employment Term and provided that the
Employee remains employed during the entire twelve (12) month period, the
aggregate 2004 fiscal year annual bonus paid to the Employee (which shall be the
sum of the bonus payable with respect to the first 6 months of fiscal year 2004
and the bonus payable with respect the last 6 months of fiscal year 2004) shall
be no less than $400,000.

               (ii) The Employee shall not be entitled to any bonus during the
Consulting Term.


                                       2




               (iii) In consideration for the Employee's particularly successful
and innovative efforts over the past five years in developing and marketing the
brands and merchandise of the Employer, his agreement to execute this Agreement
and his agreement to continue in the employment of the Employer in accordance
with the terms of this Agreement, the Employee shall receive, in a lump sum,
promptly following the execution of this Agreement, a one-time special bonus
equal to $500,000.

          (c) REIMBURSEMENTS. The Employer shall reimburse the Employee for all
reasonable expenses incurred by the Employee in the performance of his duties
under this Agreement; provided, however, that the Employee must furnish to the
Employer an itemized account, satisfactory to the Employer, in substantiation of
such expenditures.

          (d) OTHER FRINGE BENEFITS. During the Employment Term, the Employee
shall be entitled to such fringe benefits including, but not limited to, medical
and insurance benefits as may be provided from time to time by the Employer to
other management employees of the Employer.

          (e) AUTOMOBILE. During the Employment Term, the Employee shall provide
his own automobile for use as an employee hereunder. The Employer shall provide
the Employee with an automobile allowance of $1,000 per month ($12,000 per
year).

     4. DUTIES. During the Employment Term, the Employee is engaged as the
Executive Vice President - Chief Marketing Officer; and, in addition, the
Employee shall have such other duties and hold such other offices as may from
time to time be reasonably assigned to him by the Board of Directors of the
Employer. During the Consulting Term, the Employee shall only have such duties
and shall only perform such services as the parties shall agree upon from time
to time.

     5. EXTENT OF SERVICES; VACATIONS AND DAYS OFF.

          (a) During the Employment Term, the Employee shall devote such time,
energy and attention during regular business hours to the benefit and business
of the Employer as may be reasonably necessary in performing his duties pursuant
to this Agreement. During the Consulting Term, the Employee shall only be
required to perform services for the Employer on days as may be agreed upon from
time to time by the parties.

          (b) During the Employment Term, the Employee shall be entitled to
vacations with pay and to such personal and sick leave with pay in accordance
with the policy of the Employer as may be established from time to time by the
Employer. During the Consulting Period, the Employee will not receive pay for
any full days not worked, whether such days are not worked as a result of
vacation, sick leave or personal days off.

     6. FACILITIES. During the Employment Term, the Employer shall provide the
Employee with a fully furnished office, and the facilities of the Employer shall
be generally available to the Employee in the performance of his duties pursuant
to this Agreement, it being understood and


                                       3



contemplated by the parties that all equipment, supplies and office personnel
required in the performance of the Employee's duties under this Agreement shall
be supplied by the Employer.

     7. ILLNESS OR INCAPACITY, TERMINATION ON DEATH, ETC.

          (a) If the Employee dies during the Employment Term, the Employer
shall pay to the estate of the Employee such compensation, including any bonus
compensation earned but not yet paid, as would otherwise have been payable to
the Employee up to the end of the month in which his death occurs plus six (6)
month's additional compensation. If the Employee dies during the Consulting
Term, the Employer shall pay to the estate of the Employee such compensation
earned but not yet paid, as would otherwise have been payable to the Employee up
to the end of the month in which his death occurs. The Employer shall have no
additional financial obligation under this Agreement to the Employee or his
estate. After receiving the payments provided in this subparagraph (a), the
Employee and his estate shall have no further rights under this Agreement.

          (b) (i) During any period of disability, illness or incapacity during
the Employment Term which renders the Employee at least temporarily unable to
perform the services required under this Agreement for a period which shall not
equal or exceed one hundred and eighty (180) continuous days, or one hundred and
eighty (180) continuous days in any one (1) year period, the Employee shall
receive the compensation payable under Section 3(a)(i) of this Agreement plus
any bonus compensation earned but not yet paid, less any benefits received by
him under any disability insurance carried by or provided by the Employer. All
rights of the Employee under this Agreement (other than rights already accrued)
shall terminate as provided below upon the Employee's permanent disability (as
defined below), although the Employee shall continue to receive any disability
benefits to which he may be entitled under any disability income insurance which
may be carried by or provided by the Employer from time to time.

               (ii) The term "permanent disability" as used in this Agreement
shall mean the inability of the Employee, as determined by the Board of
Directors of the Employer, by reason of physical or mental disability to perform
the duties required of him under this Agreement for a period of one hundred and
eighty (180) days in any one-year period. Successive periods of disability,
illness or incapacity will be considered separate periods unless the later
period of disability, illness or incapacity is due to the same or related cause
and commences less than six months from the ending of the previous period of
disability. Upon such determination, the Board of Directors may terminate the
Employee's employment under this Agreement upon ten (10) days' prior written
notice. If any determination of the Board of Directors with respect to permanent
disability is disputed by the Employee, the parties hereto agree to abide by the
decision of a panel of three physicians. The Employee and Employer shall each
appoint one member, and the third member of the panel shall be appointed by the
other two members. The Employee agrees to make himself available for and submit
to examinations by such physicians as may be directed by the Employer. Failure
to submit to any such examination shall constitute a breach of a material part
of this Agreement.


                                       4





     8. OTHER TERMINATIONS.

          (a) (i) The Employee may terminate his employment hereunder during the
Employment Term effective on any date from and after April 30, 2005 upon giving
at least one hundred eighty (180) days' prior written notice and, if on the date
of the giving of such notice of termination, there is less than one hundred
eighty (180) days prior to the next Renewal Date, the term of this Agreement
shall be extended to and shall then terminate on the date which is one hundred
eighty (180) days after the date on which the Employee gives such written notice
of termination to the Employer.

               (ii) If the Employee gives notice pursuant to Section 8(a) above,
the Employer shall have the right to relieve the Employee, in whole or in part,
of his duties under this Agreement (without reduction in compensation through
the termination date).

          (b) (i) Except as otherwise provided in this Agreement, the Employer
may terminate the employment of the Employee hereunder during the Employment
Term only for good cause and upon written notice; provided, however, that no
breach or default by the Employee shall be deemed to occur hereunder unless the
Employee shall have failed to cure the breach or default within thirty (30) days
after he received written notice thereof indicating that it is a notice of
termination pursuant to this Section of this Agreement.

               (ii) As used herein, "good cause" shall include:

                    (1) the Employee's conviction of either a felony involving
     moral turpitude or any crime in connection with his employment by the
     Employer which causes the Employer a substantial detriment, but
     specifically shall not include traffic offenses;

                    (2) actions by the Employee which clearly are contrary to
     the best interests of the Employer;

                    (3) the Employee's willful failure to take actions permitted
     by law and necessary to implement policies of the Employer's Board of
     Directors which the Board of Directors has communicated to him in writing;

                    (4) the Employee's continued failure to attend to his duties
     as an management employee of the Employer; or

                    (5) any condition which either resulted from the Employee's
     substantial dependence, as determined by the Board of Directors of the
     Employer, on alcohol, or any narcotic drug or other controlled or illegal
     substance. If any determination of substantial dependence is disputed by
     the Employee, the parties hereto agree to abide by the decision of a panel
     of three physicians appointed in the manner and subject to the same
     penalties for noncompliance as specified in Section 7(b)(ii) of this
     Agreement.


                                      5



     decision of a panel of three physicians appointed in the manner and subject
     to the same penalties for noncompliance as specified in Section 7(b)(ii) of
     this Agreement.

               (iii) Termination of the employment of the Employee during the
Employment Term for reasons other than those expressly specified in this
Agreement as good cause shall be deemed to be a termination of employment
"without good cause."

          (c) If the Employer shall terminate the Employment Term without good
cause effective on a date earlier than the termination date provided for in
Section 2 (with the effective date of termination as so identified by the
Employer being referred to herein as the "Accelerated Employment Term
Termination Date"), the Employee until the date which is twelve (12) months
after the Accelerated Employment Term Termination Date, shall continue to
receive the Basic Salary and other compensation and employee benefits (including
without limitation the bonus that would otherwise have been payable during such
compensation continuation period under the bonus plan in effect immediately
before the Accelerated Employment Term Termination Date) that the Employer has
heretofore in Section 3 agreed to pay and to provide for the Employee, in each
case in the amount and kind and at the time provided for in Section 3; provided
that, notwithstanding such termination of employment, the Employee's covenants
set forth in Section 10 and Section 11 are intended to and shall remain in full
force and effect.

               (iii) The parties agree that, because there can be no exact
measure of the damage that would occur to the Employee as a result of a
termination by the Employer of the Employee's employment during the Employment
Term without good cause, the payments and benefits paid and provided pursuant to
this Section 8(c) shall be deemed to constitute liquidated damages and not a
penalty for the Employer's termination of the Employee's employment without good
cause, and the Employer agrees that the Employee shall not be required to
mitigate his damages.

          (d)  Rights Upon Change in Control.

               (i) If a Change in Control of the Employer, as defined in Section
8(d)(iii) shall occur during the Employment Term and the Employee shall:

                    (1) voluntarily terminate his employment within one year
     following such Change in Control and such termination shall be as a result
     of the Employee's good faith determination that as a result of the Change
     in Control and a change in circumstances thereafter significantly affecting
     his position, he can no longer adequately exercise the authorities, powers,
     functions or duties attached to his position as an executive officer of the
     Employer; or

                    (2) voluntarily terminate his employment within one year
     following such Change in Control, and such termination shall be as a result
     of the Employee's good faith determination that he can no longer perform
     his duties as an executive officer of the Employer by reason of a
     substantial diminution in his responsibilities, status or position; or


                                       6


                    (3) have his employment terminated by the Employer for
     reasons other than those specified in Section 8(b)(ii) within one (1) year
     following such Change in Control;

then in any of the above three cases, the Employee shall have, instead of the
further rights described in Section 3(a), the right to immediately terminate
this Agreement and a nonforfeitable right to receive, payable in a lump sum, the
sum of the monthly amounts of his Basic Salary for a period equal to 12 months
plus an amount equal to his most recently set annual target bonus.

               (ii) If a Change in Control of the Employer, as defined in
Section 8(d)(iii) shall occur during the Consulting Term, the Employee shall not
be entitled to any special termination rights or any right to receive any
special continuation of compensation.

               (iii) For purposes of this Agreement, a "Change in Control" shall
mean:

                    (1) the obtaining by any party of fifty percent (50%) or
     more of the voting shares of the Employer pursuant to a "tender offer" for
     such shares as provided under Rule 14d-2 promulgated under the Securities
     Exchange Act of 1934, as amended, or any subsequent comparable federal rule
     or regulation governing tender offers; or

                    (2) individuals who were members of the Employer's Board of
     Directors immediately prior to any particular meeting of the Employer's
     shareholders which involves a contest for the election of directors fail to
     constitute a majority of the members of the Employer's Board of Directors
     following such election; or

                    (3) the Employer's executing an agreement concerning the
     sale of substantially all of its assets to a purchaser which is not a
     subsidiary; or

                    (4) the Employer's adoption of a plan of dissolution or
     liquidation; or

                    (5) the Employer's executing an agreement concerning a
     merger or consolidation involving the Employer in which the Employer is not
     the surviving corporation or if, immediately following such merger or
     consolidation, less than fifty percent (50%) of the surviving corporation's
     outstanding voting stock is held by persons who are stockholders of the
     Employer immediately prior to such merger or consolidation.

               (iv) The provisions of Section 8(c) and this Section 8(d) are
mutually exclusive, provided, however, that if within one year following
commencement of an 8(c) payout there shall be a Change in Control as defined in
Section 8(d)(iii), then the Employee shall be entitled to the amount payable to
the Employee under Section 8(d)(i) reduced by the amount that the Employee has
received under Section 8(c) up to the date of the Change in Control. The
triggering of the payment requirement of this Section 8(d) shall cause the
provisions of Section 8(c) to become inoperative. The triggering of


                                       7


the continuation of payment provisions of Section 8(c) shall cause the
provisions of Section 8(d) to become inoperative except to the extent provided
in this Section 8(d)(iii).

          (e) Compensation Payable Upon Termination by Employer for Good Cause
or Voluntarily by Employee Absent Change in Control. If the employment of the
Employee is terminated for good cause under Section 8(b)(ii) of this Agreement,
or if the Employee voluntarily terminates his employment by written notice to
the Employer under Section 8(a) of this Agreement without reliance on Section
8(d), the Employer shall pay to the Employee any compensation earned but not
paid to the Employee prior to the effective date of such termination. In
addition, if the Employee voluntarily terminates his employment by written
notice to the Employer under Section 8(a) of this Agreement without reliance on
Section 8(d), the Employer will provide the Employee and his then eligible
dependents with continued participation in the Employer's medical plans on the
same terms as then offered to other then active employees for a period of up to
twelve (12) months, following which, the Employee will be eligible to elect
continued coverage under the Consolidated Omnibus Budget Reconciliation Act of
1985 ("COBRA"), as amended, by paying the full cost. Under each of such
circumstances, such payment and rights to continuation of benefits shall be in
full and complete discharge of any and all liabilities or obligations of the
Employer to the Employee hereunder, and the Employee shall be entitled to no
further benefits under this Agreement.

          (f) Release. Payment of any compensation to the Employee under this
Section 8 following termination of employment shall be conditioned upon the
prior receipt by the Employer of a release executed by the Employee in
substantially the form attached to this Agreement as Exhibit A.

     9. DISCLOSURE. The Employee agrees that during the Employment Term and
during the Consulting Term, he will disclose and disclose only to the Employer
all ideas, methods, plans, developments or improvements known by him which
relate directly or indirectly to the business of the Employer, whether acquired
by the Employee before or during his employment by the Employer. Nothing in this
Section 9 shall be construed as requiring any such communication where the idea,
plan, method or development is lawfully protected from disclosure as a trade
secret of a third party or by any other lawful prohibition against such
communication.

     10. CONFIDENTIALITY. The Employee agrees to keep in strict secrecy and
confidence any and all information the Employee assimilates or to which he has
access during his employment by the Employer and which has not been publicly
disclosed and is not a matter of common knowledge in the fields of work of the
Employer. The Employee agrees that both during and after the Employment Term and
both during and after the Consulting Term, he will not, without the prior
written consent of the Employer, disclose any such confidential information to
any third person, partnership, joint venture, company, corporation or other
organization.


                                       8


     11. NONSOLICITATION. The Employee hereby acknowledges that, during and
solely as a result of his employment by the Employer, he has received and shall
continue to receive access to confidential information and business and
professional contacts. In consideration of the special and unique opportunities
afforded to the Employee by the Employer as a result of the Employee's
employment, the Employee hereby agrees as follows:

          (a) During his employment with the Employer and, except as may be
otherwise herein provided, for a period of two (2) years following the
termination of his employment with the Employer, regardless of the reason for
such termination, the Employee agrees he will refrain from and will not,
directly or indirectly, as an individual, partner, officer, director,
stockholder, employee, advisor, independent contractor, joint venturer,
consultant, agent, representative, salesman or otherwise solicit any of the
employees of the Employer to terminate their employment.

          (b) The period of time during which the Employee is prohibited from
engaging in certain business practices pursuant to Section 11(a) shall be
extended by any length of time during which the Employee is in breach of such
covenants.

          (c) It is understood by and between the parties hereto that the
foregoing restrictive covenant as set forth in Sections 11(a) and (b) is an
essential element of this Agreement, and that, but for the agreement of the
Employee to comply with such covenant, the Employer would not have agreed to
enter into this Agreement. Such covenant by the Employee shall be construed as
an agreement independent of any other provision in this Agreement. The existence
of any claim or cause of action of the Employee against the Employer, whether
predicated on this Agreement, or otherwise, shall not constitute a defense to
the enforcement by the Employer of such covenant.

          (d) It is agreed by the Employer and Employee that if any portion of
the covenant set forth in this Section 11 is held to be invalid, unreasonable,
arbitrary or against public policy, then such portion of such covenant shall be
considered divisible both as to time and geographical area. The Employer and
Employee agree that, if any court of competent jurisdiction determines the
specified time period or the specified geographical area applicable to this
Section 11 to be invalid, unreasonable, arbitrary or against public policy, a
lesser time period or geographical area which is determined to be reasonable,
non-arbitrary and not against public policy may be enforced against the
Employee. The Employer and the Employee agree that the foregoing covenant is
appropriate and reasonable when considered in light of the nature and extent of
the business conducted by the Employer.

     12. SPECIFIC PERFORMANCE. The Employee agrees that damages at law will be
an insufficient remedy to the Employer if the Employee violates the terms of
Sections 9, 10 or 11 of this Agreement and that the Employer would suffer
irreparable damage as a result of such violation. Accordingly, it is agreed that
the Employer shall be entitled, upon application to a court of competent
jurisdiction, to obtain injunctive relief to enforce the provisions of such
Sections, which injunctive relief shall be in addition to any other rights or
remedies available to the Employer. The Employee


                                       9


agrees to pay to the Employer all costs and expenses incurred by the Employer
relating to the enforcement of the terms of Sections 9, 10 or 11 of this
Agreement, including reasonable fees and disbursements of counsel (both at trial
and in appellate proceedings).

     13. COMPLIANCE WITH OTHER AGREEMENTS. The Employee represents and warrants
that the execution of this Agreement by him and his performance of his
obligations hereunder will not conflict with, result in the breach of any
provision of or the termination of or constitute a default under any Agreement
to which the Employee is a party or by which the Employee is or may be bound.

     14. WAIVER OF BREACH. The waiver by the Employer of a breach of any of the
provisions of this Agreement by the Employee shall not be construed as a waiver
of any subsequent breach by the Employee.

     15. BINDING EFFECT; ASSIGNMENT. The rights and obligations of the Employer
under this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Employer. It is expressly acknowledged that the
provisions of Section 11 relating to nonsolicitation and nonacceptance may be
enforced by the Employer's successors and assigns. This Agreement is a personal
employment contract and the rights, obligations and interests of the Employee
hereunder may not be sold, assigned, transferred, pledged or hypothecated.

     16. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
supersedes all prior agreements and understandings, oral or written, with
respect to the subject matter hereof. This Agreement may be changed only by an
agreement in writing signed by the party against whom any waiver, change,
amendment, modification or discharge is sought.

     17. HEADINGS. The headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.

     18. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida.

     19. NOTICE. All notices which are required or may be given under this
Agreement shall be in writing and shall be deemed to have been duly given when
received if personally delivered; when transmitted if transmitted by telecopy or
similar electronic transmission method; one working day after it is sent, if
sent by recognized expedited delivery service; and five days after it is sent,
if mailed, first class mail, certified mail, return receipt requested, with
postage prepaid. In each case notice shall be sent to:


                                       10


         If to the Employee:            James P. Frain
                                        931 Dolphin Drive
                                        Cape Coral, FL  33904

         If to the Employer:            Chico's FAS, Inc.
                                        11215 Metro Parkway
                                        Ft. Myers, Florida  33912

         with a copy to:                Gary I. Teblum, Esquire
                                        Trenam, Kemker, Scharf, Barkin,
                                          Frye, O'Neill & Mullis, P.A.
                                        Post Office Box 1102
                                        Tampa, Florida 33601





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.


                                        CHICO'S FAS, INC.


                                        By: /s/  Scott A. Edmonds
                                            ------------------------------------


                                        EMPLOYEE:


                                        /s/ James P. Frain
                                        ----------------------------------------
                                        JAMES P. FRAIN



                                       11



                                    EXHIBIT A
                                       TO
                    EMPLOYMENT AGREEMENT WITH JAMES P. FRAIN
                     DATED AS OF _________, 2004, AS AMENDED

                                     RELEASE

     WHEREAS, _______________________________ (the "Executive") is an employee
of Chico's FAS, Inc., (the "Company") and is a party to the Employment Agreement
dated __________________ (the "Agreement");

     WHEREAS, the Executive's employment has been terminated in accordance with
Section 8___ of the Agreement; and

     WHEREAS, the Executive is required to sign this Release in order to receive
the payment of any compensation under Section 8 of the Agreement following
termination of employment.

     NOW, THEREFORE, in consideration of the promises and agreements contained
herein and other good and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, and intending to be legally bound, the Executive
agrees as follows:

     1.   This Release is effective on the date hereof and will continue in
effect as provided herein.

     2.   In consideration of the payments to be made and the benefits to be
received by the Executive pursuant to the Agreement (collectively, the "Release
Consideration"), which the Executive acknowledges are in addition to payments
and benefits to which the Executive would be entitled but for the Agreement, the
Executive, for the Executive and the Executive's dependents, successors,
assigns, heirs, executors and administrators (and the Executive and their legal
representatives of every kind), hereby releases, dismisses, remises and forever
discharges the Company, its predecessors, parents, subsidiaries, divisions,
related or affiliated companies, officers, directors, stockholders, members,
employees, heirs, successors, assigns, representatives, agents and counsel
(collectively the "Released Party") from any and all arbitrations, claims,
including claims for attorney's fees, demands, damages, suits, proceedings,
actions and/or causes of action of any kind and every description, whether known
or unknown, which the Executive now has or may have had for, upon, or by reason
of any cause whatsoever ("claims"), against the Released Party, including but
not limited to:

     (a)  any and all claims arising out of or relating to Executive's
          employment by or service with the Company and the Executive's
          termination from the Company.

     (b)  any and all claims of discrimination, including but not limited to
          claims of discrimination on the basis of sex, race, age, national
          origin, marital status, religion or handicap, including, specifically,
          but without limiting the generality of the foregoing, any claims under
          the Age Discrimination in Employment Act, as amended, Title VII of the
          Civil Rights Act of 1964, as amended, the Americans with Disabilities
          Act; and

     (c)  any and all claims of wrongful or unjust discharge or breach of any
          contract or promise, express or implied.

Notwithstanding the foregoing, nothing herein shall be considered as releasing
the Company from its obligations to pay and/or provide the Release Consideration
or as an agreement by the Executive not to file a lawsuit to enforce the payment
and/or providing of the Release Consideration.





     3.   The Executive understands and acknowledges that the Company does not
admit any violation of law, liability or invasion of any of the Executive rights
and that any such violation, liability or invasion is expressly denied. The
consideration provided for this Release is made for the purpose of settling and
extinguishing all claims and rights (and every other similar or dissimilar
matter) that the Executive ever had or now may have against the Company to the
extent provided in this Release. The Executive further agrees and acknowledges
that no representations, promises or inducements have been made that the Company
other than as appear in the Agreement.

     4.   The Executive further agrees and acknowledges that:

     (a)  The Release provided for herein releases claims to and including the
          date of this Release;

     (b)  The Executive has been advised by the Company to consult with legal
          counsel prior to executing this Release, has had an opportunity to
          consult with and to be advised by legal counsel of the Executive's
          choice, fully understands the terms of this Release, and enters into
          this Release freely, voluntarily and intending to be found.

     (c)  The Executive has been given a period of 21 days to review and
          consider the terms of this Release, prior to its execution and that
          the Executive may use as much of the 21 day period as the Executive
          desires; and

     (d)  The Executive may, within 7 days after execution, revoke this Release.
          Revocation shall be made by delivering a written notice of revocation
          to the Chief Financial Officer at the Company. For such revocation to
          be effective, written notice must be actually received by the Chief
          Financial Officer at the Company no later than the close of business
          on the 7th day after the Executive executes this Release. If the
          Executive does exercise the Executive's right to revoke this Release,
          all of the terms and conditions of the Release shall be of no force
          and effect and the Company shall not have any obligation to make
          payments or provide benefits to the Executive as set forth in Sections
          8 of the Agreement.

     5.   The Executive agrees that the Executive will never file a lawsuit or
other complaint asserting any claim that is released in this Release.

     6.   The Executive waives and releases any claim that the Executive has or
may have to reemployment after ________________________ .

         IN WITNESS WHEREOF, the Executive has executed and delivered this
Release on the date set forth below.

Dated: ________________________________


                                                       Executive

EX-31.1

                                                                    EXHIBIT 31.1

 CHICO'S FAS, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

                                  CERTIFICATION

I, Scott A. Edmonds, certify that:

    1.   I have reviewed this quarterly report on Form 10-Q of Chico's FAS, Inc.
         for the period ended July 31, 2004;

    2.   Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

    3.   Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

   4.    The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

             a.   Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

             b.   Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

             c.   Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         functions):

             a.   All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

             b.   Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date:  August 26, 2004

/s/ Scott A. Edmonds
- --------------------------------------------
Name:  Scott A. Edmonds
Title: President and Chief Executive Officer

EX-31.2

                                                                    EXHIBIT 31.2

CHICO'S FAS, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

                                  CERTIFICATION

I, Charles J. Kleman, certify that:

    1.   I have reviewed this quarterly report on Form 10-Q of Chico's FAS, Inc.
         for the period ended July 31, 2004;

    2.   Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

    3.   Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

    4.   The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

             a.   Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

             b.   Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

             c.   Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

   5.    The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         functions):

             a.   All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

             b.   Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date:  August 26, 2004

/s/ Charles J. Kleman
- ------------------------------------------------------------
Name:  Charles J. Kleman
Title: Chief Operating Officer and Chief Financial Officer

EX-32.1

                                                                    EXHIBIT 32.1

                Certification Pursuant To 18 U.S.C. Section 1350,
                             As Adopted Pursuant To
                  Section 906 Of The Sarbanes-Oxley Act Of 2002



         I, Scott A. Edmonds, President and Chief Executive Officer of Chico's
FAS, Inc. (the "Company") certify, pursuant to 18 U.S.C. section 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the
best of my knowledge:

         (1)      The Quarterly Report of the Company on Form 10-Q for the
                  period ended July 31, 2004 as filed with the Securities and
                  Exchange Commission on the date hereof (the "Report") fully
                  complies with the requirements of section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.


                  /s/ Scott A. Edmonds
                  -------------------------------------
                  Scott A. Edmonds
                  President and Chief Executive Officer
                  August 26, 2004

EX-32.2

                                                                    EXHIBIT 32.2

                Certification Pursuant To 18 U.S.C. Section 1350,
                             As Adopted Pursuant To
                  Section 906 Of The Sarbanes-Oxley Act Of 2002



         I, Charles J. Kleman, Chief Operating Officer and Chief Financial
Officer of Chico's FAS, Inc. (the "Company") certify, pursuant to 18 U.S.C.
section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge:

         (1)      The Quarterly Report of the Company on Form 10-Q for the
                  period ended July 31, 2004 as filed with the Securities and
                  Exchange Commission on the date hereof (the "Report") fully
                  complies with the requirements of section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.


                  /s/ Charles J. Kleman
                  ---------------------------------------------------
                  Charles J. Kleman
                  Chief Operating Officer and Chief Financial Officer
                  August 26, 2004