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                                                                   EXHIBIT  10.6


                   FIRST AMENDMENT TO STOCK OPTION AGREEMENT


         THIS FIRST AMENDMENT TO STOCK OPTION AGREEMENT is made the 12th day of
July, 1996 between CHICO'S FAS, Inc., a Florida corporation ("Chico's") and
MELISSA PAYNER-GREGOR (the "Optionee").


                              W I T N E S S E T H


         WHEREAS, Chico's and the Optionee are parties to a Stock Option
Agreement dated May 1, 1996 (the Stock Option Agreement") which Agreement
evidences the May 1, 1996 grant of 125,000 options to purchase common stock of
Chico's, par value $.01 per share for an option exercise price of $7.00 (the
"Option"); and

         WHEREAS, Chico's and the Optionee wish to amend the vesting provisions
of the Option so as to provide for the vesting of the Option ratably over a
three year period rather than over a five year period.

         NOW, THEREFORE, in consideration of the covenants and agreements
herein contained, the parties hereto hereby agree as follows:


         1.      AMENDMENT TO SECTION 4.  Section 4 of the Agreement is hereby
deleted and the following substituted therefor:

                 4.       Vesting Schedule.  The Optionee's rights under the
         Option shall vest (on a cumulative basis) over the Exercise Period in
         accordance with the following schedule:



                   Number of Years From the Date the               Exercisable Percentage of
                           Option is Granted                      Number of Shares Originally
                                                                     Covered by the Option
                                                                         
                   Less than 1 year                                           0%

                   1 year but less than 2 years                             33 1/3%
  
                   2 years but less than 3 years                            66 2/3%

                   3 years or more                                           100%


         2.      GOVERNING LAW.  This Agreement shall be construed and enforced
in accordance with the laws of the State of Florida.
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                 3.       FULL FORCE AND EFFECT.  Except to the extent amended
         by this First Amendment to Stock Option Agreement, the Stock Option
         Agreement shall remain in full force and effect and as it was prior to
         this First Amendment to Stock Option Agreement.


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


                                        CHICO'S FAS, INC.
ATTEST:



                                        
_______________________________            By:_________________________________
         Secretary                                                  President                 



_______________________________            ____________________________________
                                                 Melissa Payner-Gregor
_______________________________