EXHIBIT 3.3



                                Second Amendment
                                       to
                           Amended and Restated Bylaws
                                       of
                                Chico's FAS, Inc.


         On June 21, 2004, the Board of Directors of Chico's FAS, Inc. approved
the following amendment to Section 2 of Article III of the Amended and Restated
Bylaws of the corporation.


         1.       Section 2 of Article III is amended in its entirety to read as
                  follows:

                           Section 2.   NUMBER, TENURE AND QUALIFICATIONS. The
                  number of directors of the corporation shall be not less than
                  three (3) nor more than twelve (12), with the number of the
                  same to be fixed by the directors from time to time by an
                  affirmative vote of a majority of the entire Board of
                  Directors or by the stockholders at any annual or special
                  meeting. Each director shall hold office until his term of
                  office expires and until such director's successor shall have
                  been duly elected and shall have qualified, unless such
                  director sooner dies, resigns or is removed by the
                  stockholders at any annual or special meeting. No decrease in
                  the number of directors shall have the effect of shortening
                  the term of any incumbent director. It shall not be necessary
                  for directors to be stockholders. All directors shall be
                  natural persons who are 18 years of age or older.