8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of report: (Date of earliest event reported): June 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 June 20, 2006, the Board of Directors (the “Board”) of Chico’s FAS, Inc. (the “Company”) amended its 2002 Omnibus Stock and Incentive Plan (the “Omnibus Plan”) to change the vesting provisions of the Company’s automatic grants of stock options to non-employee directors upon their initial appointment to the Board and to non-employee directors who are either reelected or continue as a member of the Board after the adjournment of the annual meeting of shareholders.

     Previously, under the Omnibus Plan, the automatic grants to non-employee directors described above became exercisable on the last to occur of six months from the date of grant or the completion of the non-employee director’s first one term-year as a member of the Board. The Omnibus Plan, as amended, will provide that such automatic grants to non-employee directors shall become exercisable in equal 1/3 amounts beginning on the first anniversary of the date of grant.

     The amendment is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits:

Exhibit 10.1 First Amendment to Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan, effective as of June 20, 2006

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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: June 22, 2006	By:	/s/ Michael J. Kincaid
		Michael J. Kincaid, Senior Vice President --
		Finance and Chief Accounting Officer and Assistant Secretary

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INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 10.1	First Amendment to Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan, effective as of June 20, 2006

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO
CHICO’S FAS, INC.
2002 OMNIBUS STOCK AND INCENTIVE PLAN

     WHEREAS, Chico’s FAS, Inc. (the “Company”) maintains the 2002 Omnibus Stock and Incentive Plan (the “Plan”); and

     WHEREAS, pursuant to Section 8.10 of the Plan, the Board of Directors of the Company (the “Board”) has the right to amend the Plan in certain respects; and

     WHEREAS, the Board desires to amend the Plan and the amendments are such as can be effectuated by action of the Board;

     NOW THEREFORE, effective as of 11:00 a.m. on the 20th day of June, 2006, the Plan is amended as follows:

     1. Section 6.9 of the Plan is hereby amended in its entirety to read as follows:

     6.9 Exercise and Vesting of Options.

     (a) The right to exercise each Option automatically granted to a Non-Employee Director pursuant to Section 6.2 shall become exercisable in accordance with the following vesting schedule:

Time After Date of Grant	Shares Vested and Exercisable
Less than 1 year		0	%
1 year but less than 2 years		33⅓	%
2 years but less than 3 years		66⅔	%
3 years or more		100	%

     2. In all other respects, the Plan as heretofore amended is hereby ratified and confirmed.

     IN WITNESS WHEREOF, the undersigned officers, being duly authorized by the Board of Directors of Chico’s FAS, Inc., hereby approve and adopt this First Amendment as of the date set forth below.

CHICO’S FAS, INC.
By:	/s/ A. Alexander Rhodes
	Name:	A. Alexander Rhodes
	Title:	Senior Vice President-General Counsel & Secretary

Date: June 22, 2006