EXHIBIT 10.21

                   SECOND AMENDMENT TO 1993 STOCK OPTION PLAN


         This Second Amendment to the Chico's FAS, Inc. 1993 Stock Option Plan,
which permits the grant of stock options with a vesting schedule more
accelerated than over a period of three years, is hereby adopted, effective
this 8th day of February, 2002, as follows:

         1.       The lead in paragraph to Section 2.4 is hereby amended in its
                  entirety to read as follows:

                        No ISO shall be exercisable either in whole or in part
                        prior to twelve (12) months from the date it is granted.
                        The Committee, in its discretion exercised at the time
                        that it grants an ISO, shall establish such further
                        restrictions on when an ISO shall become partially or
                        fully exercisable; and, unless otherwise specified by
                        the Committee in the grant and reflected in the option
                        agreement or certificate, the vesting provisions for the
                        ISO shall be in accordance with the following vesting
                        schedule:

         2.       The lead in paragraph to Section 3.4 is hereby amended in its
                  entirety to read as follows:

                        The Committee, in its discretion exercised at the time
                        that it grants a NSO, shall establish such further
                        restrictions on when a NSO shall become partially or
                        fully exercisable; and, unless otherwise specified by
                        the Committee in the grant and reflected in the option
                        agreement or certificate, the vesting provisions for the
                        NSO shall be in accordance with the following vesting
                        schedule: