bebe stores (BEBE) 8-K Amendments to Articles of Incorporation or Bylaws

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):

December 29, 2004

bebe stores, inc.
(Exact name of registrant as specified in its charter)

California
(State or Jurisdiction of
Incorporation or Organization) 0-24395
(Commission File No.)
94-2450490
(IRS Employer
Identification Number)

400 Valley Drive
Brisbane, California 94005
(Address of principal executive offices)

Registrant's telephone number, including area code
(415) 715-3900

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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On November 19, 2004, the Board of Directors of the company approved an amendment to the Second Amended and Restated Articles of Incorporation to increase the number of authorized shares of the Company's common stock from 60,000,000 to 90,000,000 and to effect a 3-for-2 forward stock split. The amendment was effective as of December 29, 2004.

The press release confirming the stock split is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

    99.1.        Press Release dated December 29, 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated January 3, 2005

bebe stores, inc.

/s/ Walter Parks
__________________________________
Walter Parks,  Chief Financial Officer

Exhibit 99.1

Contact: Walter Parks
                Chief Financial Officer
                bebe stores, inc.
                (415) 715-3900

bebe stores, inc. Confirms 3 for 2 Stock Split

BRISBANE, CALIF. – December 29, 2004 – bebe stores, inc. (“bebe”) (Nasdaq: BEBE) today confirms that, as previously announced, the three-for-two stock split of issued shares of bebe trading on the Nasdaq Stock Market (“NASDAQ”), will be effective after close of business today, December 29, 2004. bebe’s shares will begin trading on Nasdaq on a post-split basis on Thursday, December 30, 2004.

bebe stores, inc. designs, develops and produces a distinctive line of contemporary women’s apparel and accessories, which it markets under the bebe, BEBE SPORT and bebe O brand names. bebe currently operates 207 stores, of which 180 are bebe stores and 27 are BEBE SPORT stores. These stores are located in the United States, Puerto Rico and Canada. In addition, we have an online store at www.bebe.com.

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