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                                                                     EXHIBIT 3.1

                              ARTICLES OF AMENDMENT
                                     OF THE
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                CHICO'S FAS, INC.


         CHICO'S FAS, INC., a corporation organized and existing under the laws
of the State of Florida (the "Corporation"), in order to amend its Amended and
Restated Articles of Incorporation as now in effect (the "Articles of
Incorporation"), in accordance with the requirements of Chapter 607, Florida
Statutes, does hereby certify as follows:

         1. The name of the Corporation is CHICO'S FAS, INC.

         2. The amendment being effected hereby (the "Amendment") was duly
adopted and approved by the Board of Directors of the Corporation by the
execution of a written consent effective April 25, 2001.

         3. The Amendment was duly adopted and approved by a majority of the
shareholders of the Corporation at a meeting of shareholders on June 19, 2001
and the number of votes cast for the Amendment were sufficient for approval.

         4. These Articles of Amendment of the Amended and Restated Articles of
Incorporation of Chico's FAS, Inc. (the "Articles of Amendment") shall be
effective upon filing hereof with the Department of State of the State of
Florida.

         5. The Amendment causes the authorized common stock of the Corporation
to increase from 50,000,000 shares of common stock, par value $.01 per share to
100,000,000 shares of common stock, par value $.01 per share.

         6. The Amended and Restated Articles of Incorporation are hereby
amended by deleting Section 1(a) of Article IV thereof in its entirety, and in
its place and stead substituting the following:

        *                              *                              *

                           (a) The total number of shares of capital stock
                  authorized to be issued by this Corporation shall be:


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                           2,500,000 shares of preferred stock, par value $.01
                           per share (the "Preferred Stock").

                           100,000,000 shares of common stock, par value $.01
                           per share (the "Common Stock").


        *                              *                              *

         IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed these Articles of Amendment of the Amended and Restated Articles of
Incorporation of Chico's FAS, Inc. this 19th day of June, 2001.

                                               CHICO'S FAS, INC.



                                               By: /s/ Marvin J. Gralnick
                                                  ------------------------------
                                                        President, CEO
                                                        Marvin J. Gralnick


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