<SEC-DOCUMENT>0000315066-14-002779.txt : 20140310
<SEC-HEADER>0000315066-14-002779.hdr.sgml : 20140310
<ACCEPTANCE-DATETIME>20140310105853
ACCESSION NUMBER:		0000315066-14-002779
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20140310
DATE AS OF CHANGE:		20140310

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TILLY'S, INC.
		CENTRAL INDEX KEY:			0001524025
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-APPAREL & ACCESSORY STORES [5600]
		IRS NUMBER:				452164791
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0201

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-86840
		FILM NUMBER:		14679527

	BUSINESS ADDRESS:	
		STREET 1:		10 WHATNEY
		CITY:			IRVINE
		STATE:			CA
		ZIP:			92618
		BUSINESS PHONE:		(949) 609-5599

	MAIL ADDRESS:	
		STREET 1:		10 WHATNEY
		CITY:			IRVINE
		STATE:			CA
		ZIP:			92618

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FMR LLC
		CENTRAL INDEX KEY:			0000315066
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		IRS NUMBER:				061209781
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		245 SUMMER STREET
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02210
		BUSINESS PHONE:		6175706339

	MAIL ADDRESS:	
		STREET 1:		245 SUMMER STREET
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02210

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FMR CORP
		DATE OF NAME CHANGE:	19920717
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>filing.txt
<TEXT>
SCHEDULE 13G

Amendment No. 2
TILLY'S INC
Class A Common Stock
Cusip #886885102

Cusip #886885102
Item 1: 	   	Reporting Person - FMR LLC
Item 4: 	   	Delaware
Item 5: 	   	182,650
Item 6: 	   	0
Item 7: 	   	182,650
Item 8: 	   	0
Item 9: 	   	182,650
Item 11: 	  	1.606%
Item 12: 	  	HC

Cusip #886885102
Item 1: 	   	Reporting Person - Edward C. Johnson 3d
Item 4: 	   	United States of America
Item 5: 	   	0
Item 6: 	   	0
Item 7: 	   	182,650
Item 8: 	   	0
Item 9: 	   	182,650
Item 11: 	  	1.606%
Item 12: 	  	IN

SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)

Item 1(a). 	    	Name of Issuer:

  	  	          	TILLY'S INC

Item 1(b). 	    	Name of Issuer's Principal Executive Offices:

  	  	          	10 Whatney
  	  	          	Irvine, CA 92618
  	  	          	USA

Item 2(a). 	     	 Name of Person Filing:

  	   	               	 FMR LLC

Item 2(b). 	     	 Address or Principal Business Office or, if None,
Residence:

  	   	               	 245 Summer Street, Boston, Massachusetts 02210

Item 2(c). 	     	 Citizenship:

  	   	               	 Not applicable

Item 2(d). 	     	 Title of Class of Securities:

  	   	               	 Class A Common Stock

Item 2(e). 	     	 CUSIP Number:

  	   	               	 886885102

Item 3. 	    	This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing,
FMR LLC, is a parent holding company in accordance with Section 240.13d-
1(b)(ii)(G).   (Note:  See Item 7).

Item 4. 	    	Ownership

  	  	     	(a)    Amount Beneficially Owned: 	182,650

  	  	     	(b)    Percent of Class: 	1.606%

  	  	     	(c)    Number of shares as to which such person has:

  	  	     	       (i)    sole power to vote or to direct the vote:
182,650

  	  	     	       (ii)    shared power to vote or to direct the vote: 	0

  	  	     	       (iii)    sole power to dispose or to direct the
disposition of: 	182,650

  	  	     	       (iv)    shared power to dispose or to direct the
disposition of: 	0

Item 5. 	    	Ownership of Five Percent or Less of a Class.

  	    	     	If this statement is being filed to report the fact that as
of the date hereof, the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following (X).

Item 6. 	    	Ownership of More than Five Percent on Behalf of Another
Person.

  	    	     	Not applicable.

Item 7. 	    	Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.

  	    	     	See attached Exhibit A.

Item 8. 	    	Identification and Classification of Members of the Group.

  	    	     	Not applicable. See attached Exhibit A.

Item 9. 	    	Notice of Dissolution of Group.

  	    	  	Not applicable.

Item 10. 	    	Certification.


In as much as the reporting persons are no longer the beneficial owners of
more than five percent of the number of shares outstanding, the reporting
persons have no further reporting obligation under Section 13(d) of the
Securities and Exchange Commission thereunder, and the reporting persons
have no obligation to amend this Statement if any material change occurs in
the facts set forth herein.


Signature


After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

  	March 7, 2014
  	Date

  	/s/ Scott C. Goebel
  	Signature

  	Scott C. Goebel
  	 Duly authorized under Power of Attorney effective as of June 1, 2008,
by and on behalf of FMR LLC and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)

                Pyramis Global Advisors Trust Company ("PGATC"), 900 Salem
Street, Smithfield, Rhode Island 02917, an indirect wholly-owned subsidiary
of FMR LLC and a bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934, is the beneficial owner of 182,650 shares or 1.606%
of the outstanding Class A Common Stock of the TILLY'S INC as a result of
its serving as investment manager of institutional accounts owning such
shares.


                Edward C. Johnson 3d and FMR LLC, through its control of
Pyramis Global Advisors Trust Company, each has sole dispositive power over
182,650 shares and sole power to vote or to direct the voting of 182,650
shares of Class A Common Stock owned by the institutional accounts managed
by PGATC as reported above.


                Members of the family of Edward C. Johnson 3d, Chairman of
FMR LLC, are the predominant owners, directly or through trusts, of Series
B voting common shares of FMR LLC, representing 49% of the voting power of
FMR LLC. The Johnson family group and all other Series B shareholders have
entered into a shareholders' voting agreement under which all Series B
voting common shares will be voted in accordance with the majority vote of
Series B voting common shares. Accordingly, through their ownership of
voting common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with respect to
FMR LLC.


SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT


                The undersigned persons, on March 7, 2014, agree and
consent to the joint filing on their behalf of this Schedule 13G in
connection with their beneficial ownership of the Class A Common Stock of
TILLY'S INC at February 28, 2014.


  	FMR LLC

  	By /s/ Scott C. Goebel
  	Scott C. Goebel
  	Duly authorized under Power of Attorney effective as of June 1, 2008, by
and on behalf of FMR LLC and its direct and indirect subsidiaries

  	Edward C. Johnson 3d

  	By /s/ Scott C. Goebel
  	Scott C. Goebel
  	Duly authorized under Power of Attorney effective as of June 1, 2008, by
and on behalf of Edward C. Johnson 3d

Document-Separator. This page separates the filing documents of two
notifications.

Page   of

Exhibit A
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>