EXHIBIT 10.4

AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered
into this 16th day of April, 2002, to be effective for all purposes as of
September 26, 2001, by and between CHICO'S FAS, INC., a Florida corporation
(the "Company"), and HELENE B. GRALNICK, residing at residing at 10731 Bromley
Lane, Fort Myers, FL 33912 (the "Executive").

WITNESSETH:

WHEREAS, the parties hereto have entered into that certain Employment
Agreement dated as of February 7, 2000 by and between the Company and the
Executive (the "Employment Agreement"); and

WHEREAS, the Company and the Executive have agreed to amend the terms
of the Employment Agreement in certain respects as set forth in this Amendment
No. 1 to Employment Agreement (the "Amendment").

1. TERM

Section 2 of the Employment Agreement shall be replaced in its
entirety by the following:

2. TERM.

Subject to the provisions of termination as
hereinafter provided, the term of employment under this Agreement
shall begin as of February 7, 2000 and shall continue through
January 31, 2004; provided, however, that beginning on February 1,
2004 and on each February 1st (each a "Renewal Date") thereafter, the
term of this agreement shall automatically be extended for one
additional year unless either party gives the other written notice of
termination at least ninety (90) days prior to any such Renewal Date.

2. COMPENSATION; REIMBURSEMENT, ETC.

Subsections (a), (b) and (c) of the Employment Agreement shall be
replaced in their entirety as follows:

(a) Basic Salary. The Employer shall pay to the
Executive as compensation for all services rendered by the Executive
during the term of this Agreement a basic annualized salary as follows
(the "Basic Salary"), or such other sum as the parties may agree on
from time to time, payable monthly or in other

more frequent installments, as determined by the Employer:

Period Basic Annualized Salary
------ -----------------------

For the period from February 7, 2000
through January 31, 2001 $230,000

For the period from February 1, 2001
through January 31, 2002 $250,000

For the period from February 1, 2002
through January 31, 2003 $275,000

For the period from February 1, 2003
through January 31, 2004 and thereafter $300,000

The Board of Directors of the Employer shall have the right to
increase the Executive's compensation from time to time by action of
the Board of Directors. In addition, the Board of Directors of the
Employer, in its discretion, may, with respect to any year during the
term hereof, award a bonus or bonuses to the Executive in addition to
the bonuses provided for in Section 3(b). The compensation provided
for in this Section 3(a) shall be in addition to any pension or profit
sharing payments set aside or allocated for the benefit of the
Executive.

(b) Bonuses. In addition to the Basic Salary to be paid
pursuant to Section 3(a) of this Agreement, during the term of this
Agreement or any renewal or extension, the Company shall pay to the
Executive as incentive compensation quarterly and annual bonuses in
accordance with the incentive bonus plan(s) adopted from time to time
by the Board or the Compensation and Benefits Committee of the Board
(the "Committee"), as the case may be. Such plan for the initial three
year term of this Agreement ending January 31, 2003 and the additional
one year term of this Agreement ending January 31, 2004, among other
things, shall establish a "Target Bonus" equal to 50% of the
Executive's Basic Salary and a "Maximum Bonus" equal to 100% of the
Executive's Basic Salary.

(c) Stock Options. The Executive shall participate in
under the Employer's stock option plan or plans, in accordance with
the terms thereof, through the grant by the Committee of nonqualified
options to purchase shares of the Employer's common stock, as follows
(the "Options"), provided that Executive remains employed by the
Employer on the approximate date of grant:

Approximate Date of Grant Number of Options
------------------------- -----------------

Effective Date of this Agreement 25,000
February 1, 2001 30,000
February 1, 2002 30,000
February 1, 2003 30,000

The date of grant for each tranche of Options shall be the respective
day on which the Committee acts to effectuate the respective grant.
The initial exercise price for each tranche of the Options shall be
the closing price for the Company's stock on the Nasdaq Stock Market
(NMS) on the respective date of grant. The Options shall be subject to
the terms of the applicable stock option plan under which they are
issued.

3. DUTIES

Section 4 of the Employment Agreement shall be replaced in its
entirety by the following:

4. DUTIES. The Executive is engaged as the Senior Vice
President - Design and Concept. In addition, the Executive shall have
such other duties and hold such other offices as may from time to time
be reasonably assigned to him by the Board of Directors of the
Employer.

4. NOTICE ADDRESS

The notice address for the Executive in Section 20 of the
Employment Agreement shall be changed to be the following:

To the Executive:

Helene B. Gralnick
10731 Bromley Lane
Fort Myers, Florida 33912

5. MISCELLANEOUS

Unless specifically modified, added or deleted by this Amendment No.1,
all terms and provisions of the Employment Agreement remain in full force and
effect throughout the term of the Employment Agreement, as amended.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment
the day and year first above written.

CHICO'S FAS, INC.

By: /s/ Scott A. Edmonds
Scott A. Edmonds, President

"Company"

/s/ Helene B. Gralnick
HELENE B. GRALNICK

"Executive"