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): February 17, 2005

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))

TABLE OF CONTENTS

	Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-3.1: Articles of Amendment of The Amended and Restated Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

      On February 17, 2005, Chico’s FAS, Inc. (the “Company”) filed an amendment to its Amended and Restated Articles of Incorporation, which amendment had the effect of increasing the number of authorized shares of the Company’s common stock, par value $0.01 per share, from 200,000,000 shares to 400,000,000 shares. The amendment was effectuated by action of the Company’s Board of Directors on January 5, 2005 in connection with the Board’s declaration of a 2-for-1 forward stock split, and without the need for stockholder approval, all in accordance with and pursuant to Section 607.10025, Florida Statutes. The amendment became effective on February 22, 2005.

      The Articles of Amendment of the Amended and Restated Articles of Incorporation, as filed on February 17, 2005, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(c)	Exhibits:
Exhibit 3.1		Articles of Amendment of the Amended and Restated Articles of Incorporation

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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: February 22, 2005	By:	/s/ Michael J. Kincaid
		Michael J. Kincaid, Vice President — Finance and Chief
		Accounting Officer and Assistant Secretary

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INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 3.1	Articles of Amendment of the Amended and Restated Articles of Incorporation

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EX-3.1

EXHIBIT 3.1

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

      Chico’s FAS, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Florida, in order to amend its Articles of Incorporation, in accordance with the requirements of Chapter 607, Florida Statutes, does hereby, by and through the undersigned, its President and Executive Vice President, submit these Articles of Amendment of the Corporation’s Amended and Restated Articles of Incorporation and in connection therewith does hereby state as follows:

      1. The name of the Corporation is Chico’s FAS, Inc.

      2. These Articles of Amendment have been adopted and approved in connection with a share division pursuant to Section 607.10025, Florida Statutes. The preambles and resolutions approving the division of shares were adopted and approved by the written consent of the Board of Directors of the Corporation on January 5, 2005, without shareholder action. Shareholder action was not required on the authority of and pursuant to Section 607.10025(2), Florida Statutes.

      3. The amendment to the Amended and Restated Articles of Incorporation being effectuated hereby does not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and does not result in the percentage of authorized shares that remain unissued after the division exceeding the percentage of authorized shares that were unissued before the division.

      4. All shares of the Corporation’s Common Stock outstanding on February 4, 2005 are subject to the division, each share to be divided into two shares. The par value of the shares shall remain unchanged.

      5. The Amendment of the Corporation’s Amended and Restated Articles of Incorporation as adopted by the Board of Directors of the Corporation and as effected hereby (the “Amendment”) is to delete in its entirety Section 1(a) of Article IV of the Amended and Restated Articles of Incorporation of the Corporation and in its place substitute the following:

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

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

400,000,000 shares of common stock, par value $.01 per share (the “Common Stock”).

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      6. The Amendment effected hereby shall be effective on February 22, 2005.

      IN WITNESS WHEREOF, these Articles of Amendment have been duly executed and delivered by the Corporation by its undersigned officers this   15   day of February, 2005.

CHICO’S FAS, INC.
By:	/s/ Scott A. Edmonds
	Scott A. Edmonds, President and
	Chief Executive Officer
By:	/s/ Charles J. Kleman
	Charles J. Kleman, Executive
	Vice President and Chief Operating Officer

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