8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of report: (Date of earliest event reported): March 20, 2006

Chico’s FAS, Inc.

(Exact Name of Registrant as Specified in its Charter)

Florida
(State or Other Jurisdiction of Incorporation)

0-21258	59-2389435
(Commission File Number)	(IRS Employer Identification No.)

11215 Metro Parkway, Fort Myers, Florida	33912
(Address of Principal Executive Offices)	(Zip code)

(239) 277-6200
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

     On March 20, 2006, the Compensation and Benefits Committee of the Board of Directors of Chico’s FAS, Inc. (the “Company”) amended its 2005 Cash Bonus Plan in order to extend its application to the Company’s 2006 fiscal year.

     The amendment is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits:

Exhibit 10.1 First Amendment to the Chico’s FAS, Inc. 2005 Cash Bonus Incentive Plan, executed on March 20, 2006

2

SIGNATURES

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

	CHICO’S FAS, INC.
Date: April 5, 2006	By:	/s/ Michael J. Kincaid
		Michael J. Kincaid, Senior Vice President — Finance
		and Chief Accounting Officer and Assistant Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 10.1	First Amendment to the Chico’s FAS, Inc. 2005 Cash Bonus Incentive Plan, executed on March 20, 2006

EX-10.1

FIRST AMENDMENT
TO THE
CHICO’S FAS, INC.
2005 CASH BONUS INCENTIVE PLAN

     THIS FIRST AMENDMENT TO THE CHICO’S FAS, INC. 2005 CASH BONUS INCENTIVE PLAN is made and entered into on the date set forth below by Chico’s FAS, Inc. (the “Company”).

WITNESSETH:

     WHEREAS, the Company has established the Chico’s FAS, Inc. Cash Bonus Plan (the “Plan”); and

     WHEREAS, pursuant to the terms of the Plan, the Compensation and Benefits Committee of the Board of Directors of the Company (the “Committee”) is authorized to amend the Plan; and

     WHEREAS, on March 20, 2006, the Committee authorized the adoption of an amendment to the Plan to extend the Plan such that the Plan continues to apply for the Company’s 2006 fiscal year.

     NOW, THEREFORE, effective March 20, 2006, Section 2(h) of the Plan is deleted in its entirety and the following is substituted in lieu thereof:

     (h) “PERFORMANCE PERIOD” means, as applicable, (i) the Company’s 2005 fiscal year or any portion thereof designated by the Committee or (ii) the Company’s 2006 fiscal year or any portion thereof designated by the Committee.

     IN WITNESS THEREOF, the Company has caused this First Amendment to be executed by its duly authorized officer this 5^th day of April, 2006, but effective for all purposes as of January 29, 2006.

CHICO’S FAS, INC.

By: /s/ Michael J. Kincaid
Name: Michael J. Kincaid
Title: SVP-Finance, CAO & Ass’t Secretary