CORRESP

BY EDGAR AND BY FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: John Reynolds

Assistant Director

July 19, 2011

Re: Francesca’s Holdings Corporation

Registration Statement Filed on Form S-1

Registration No. 333-173581

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise that between July 12, 2011 and the date hereof the number of Preliminary Prospectuses dated July 12, 2011, which were furnished to 6 prospective underwriters and distributed to underwriters, institutional investors, invididuals, dealers, brokers and others was approximately 1,963.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:00 p.m., Washington, D.C. time, on July 21, 2011 or as soon thereafter as practicable.

[Signature Pages Follow]

Very truly yours,

GOLDMAN, SACHS & CO.

J.P. MORGAN SECURITIES LLC

JEFFERIES & COMPANY, INC

As Representatives of the several Underwriters

GOLDMAN, SACHS & Co.
By:	/s/ Goldman, Sachs & Co.
	(Goldman, Sachs & Co.)

J.P. MORGAN SECURITIES LLC
By:	/s/ Nikolas Johnston
	Name:	Nikolas Johnston
	Title:	Executive Director

JEFFERIES & COMPANY, INC.
By:	/s/ Michael S. Bauer
	Name:	Michael S. Bauer
	Title:	Managing Director

CORRESP

FRANCESCA’S HOLDINGS CORPORATION

3480 W. 12^th Street

Houston, TX 77008

July 19, 2011

BY EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: John Reynolds

Re: Request for Effectiveness for

Francesca’s Holdings Corporation

Registration Statement on Form S-1 (File No. 333-173581)

Dear Mr. Reynolds:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Francesca’s Holdings Corporation (the “Registrant”) hereby respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement to 3:00 p.m. on Thursday, July 21, 2011, or as soon thereafter as possible.

On behalf of the Registrant, the undersigned acknowledges that the disclosure in the Registration Statement is the responsibility of the Registrant:

1. Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the filing of the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the filing;

2. The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3. The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (713) 864-1358.

Very truly yours,
FRANCESCA’S HOLDINGS CORPORATION
By:	/s/ Kal Malik
	Kal Malik
	Executive Vice President and General Counsel