EXHIBIT 10.1

AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT is made and entered into
this 9th day of September, 2003, to be effective for all purposes as of
September 3, 2003, by and between CHICO'S FAS, INC., a Florida corporation (the
"Company"), and MARVIN J. GRALNICK, 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, as amended by Amendment No. 1 to Employment Agreement dated
September 26, 2001 (collectively, the "Employment Agreement"); and

WHEREAS, the term of the Employment Agreement currently runs until
January 31, 2004 but Section 2 of the Employment Agreement provides that the
Employment Agreement will be extended until January 31, 2005 unless either
party gives the other written notice of termination on or before November 3,
2003; and

WHEREAS, the Executive has indicated his desire to retire from his
employment with the Company on March 1, 2004 and the Company is willing to
amend the Employment Agreement to extend the term of the Employment Agreement
past January 31, 2004 and to reflect a final termination date of March 1, 2004;
and

WHEREAS, the Company and the Executive have agreed to reflect such
amendment to the Employment Agreement and certain coordinating changes in this
Amendment No. 2 to Employment Agreement (the "Amendment").

NOW, THEREFORE, it is agreed as follows:

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 and
until and shall end on March 1, 2004.

2. COMPENSATION; REIMBURSEMENT, ETC.

Subsection 3(a) of the Employment Agreement shall be replaced in its
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 $600,000

For the period from February 1, 2001
through January 31, 2002 $750,000

For the period from February 1, 2002
through January 31, 2003 $850,000

For the period from February 1, 2003
through March 1, 2004 $1,000,000

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.

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 Chairman of
the Board. Until the end of the term of this Agreement, the Executive,
in his capacity as Chairman of the Board, shall be considered and be
treated for all purposes as an employee of the Employer. 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. MISCELLANEOUS

Unless specifically modified, added or deleted by this Amendment No.2,
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/ Marvin J. Gralnick
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MARVIN J. GRALNICK

"Executive"