EXHIBIT 10.4

                              [CHICO'S LETTERHEAD]

                                                March 1, 2004

Mr. Marvin Gralnick
11215 Metro Parkway
Fort Myers, FL 33912

Dear Marvin:

         This letter will confirm our understanding and agreement with respect
to your employment by Chico's FAS, Inc. ("Chico's") from and after March 1,
2004. Your employment under this letter agreement will commence on March 1, 2004
and will be on an "at will" basis, with either of us being able to terminate the
arrangement upon thirty days prior notice at any time. As compensation for your
services under this letter agreement, Chico's will pay you $2,500 per month,
payable on our bi-weekly payroll cycle. During such time as this employment
continues, you will make yourself available to provide such advice and
assistance as Chico's may from time to time reasonably request in order to
effectuate a smooth transition of management associated with your change in
duties and responsibilities; provided that such services shall not exceed,
without your consent, fifteen hours per month. During such time as this
employment continues, Chico's shall have the right to control and direct the
performance of your services not only as to the results to be accomplished by
you but also as to the detail and means by which such results are accomplished
by you. We both acknowledge that, among other matters, your services as an
employee are being continued because of your past involvement with and knowledge
concerning Chico's. We anticipate that the services to be rendered by you under
this letter agreement will be performed away from our Ft. Myers offices, with
communications provided principally by way of telephone; however, you are
certainly welcome to perform any such services at our offices and you agree to
provide such services at our offices if expressly requested to do so by one of
our senior executives.

         Kindly indicate your agreement to the above by signing and returning to
us the duplicate copy of this letter.

                                   Sincerely,

                                   Chico's FAS, Inc.

                                   By: /s/ Scott A. Edmonds
                                       ----------------------------------
                                           Scott A. Edmonds
                                           President and Chief Executive Officer

Agreed to and accepted
as of the 1st day of March, 2004

/s/ Marvin J. Gralnick
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Marvin J. Gralnick