Chico's Fas (CHS) CORRESP Correspondence with SEC

June 2, 2016

VIA EDGAR AND ELECTRONIC MAIL

Daniel F. Duchovny, Esq.

Special Counsel
United States Securities and Exchange Commission
Office of Mergers and Acquisitions
100 F Street, N.E.
Washington, D.C. 20549

Re:    Chico’s FAS, Inc.
        Preliminary Proxy Statement on Schedule 14A
        Filed May 27, 2016
        File No. 001-16435

Dear Mr. Duchovny:

We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated June 1, 2016 (the “Staff Letter”) with regard to the above-referenced matter. We have reviewed the Staff Letter with our client, Chico’s FAS, Inc. (the “Company”), and we provide the following responses on the Company’s behalf. For ease of reference, the comments in the Staff Letter are reproduced in italicized form below. Terms that are not otherwise defined have the meanings ascribed to them in the Proxy Statement.

Proposal 1. Election of Directors, page 10

1. Please disclose why you recommend that security holders elect your nominees instead of Barington’s nominees.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure accordingly. Please see the revised disclosure on page 12 of the Proxy Statement.

Daniel F. Duchovny    2

Securities and Exchange Commission

June 2, 2016

2. Please disclose the business experience for Ms. Fields and Mr. Simon during the past five years.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure accordingly. Please see the revised disclosure on pages 11 and 12 of the Proxy Statement.

* * * * *

Additionally, in accordance with your request, the Company hereby acknowledge that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

• Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the Company may not assert Staff comments 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, please do not hesitate to call me at (212) 373-3257.

Very truly yours,



/s/ Steven J. Williams

Steven J. Williams