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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2004


                                ZALE CORPORATION
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             (Exact name of registrant as specified in its charter)



    Delaware                    001-04129                    75-0675400
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 (State or other              (Commission                  (IRS Employer
 jurisdiction of              File Number)               Identification No.)
 incorporation)


901 West Walnut Hill Lane, Irving, Texas                    75038-1003
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(Address of principle executive offices)                    (Zip code)


Registrant's telephone number, including area code:       (972) 580-4000
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                                 Not Applicable
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          (Former name or former address, if changed since last report)






Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

          (a)  Financial Statements of Businesses Acquired
               ___________________________________________

                None.


          (b)  Pro Forma Financial Information
               _______________________________

                None.


          (c)  Exhibits
               ________

               99.1  Press Release of Zale Corporation issued February 17, 2004.


Item 12.   Results of Operations and Financial Condition

     On February 17, 2004, Zale Corporation issued a press release reporting its
financial results for its fiscal quarter ended January 31, 2004. A copy of the
press release is hereby furnished as Exhibit 99.1 and incorporated herein by
reference.

     The attached press release includes a presentation of earnings and earnings
per share, excluding an unusual item, for each of the second quarter and the
first six months of fiscal year 2003. Such measures are not measures of
financial performance under GAAP and should not be considered as alternatives to
net earnings and earnings per share as computed under GAAP for the applicable
period. The Company considers net earnings and earnings per share to be the most
comparable GAAP measures and has presented reconciling information in the first
and third paragraphs of the press release.

     The non-GAAP measures described above exclude a non-cash goodwill
impairment charge that the Company incurred in the second quarter of fiscal year
2003. Management uses earnings measures adjusted to exclude the charge as part
of its evaluation of the performance of the Company. Further, the Company
believes these measures provide useful information to investors because the
charge that is excluded relates to an event that resulted in a significant
impact during the second quarter of fiscal year 2003 and will recur with
unpredictable frequency. Non-cash goodwill impairment charges may occur in the
future, as the Company reviews its goodwill each year under SFAS 142; however,
such charges will vary in size and frequency.

     The information set forth under this Item 12 is being furnished and shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.











                                  EXHIBIT INDEX
                                  _____________




99.1              Press Release of Zale Corporation issued February 17, 2004.





















                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.




               ZALE  CORPORATION
               __________________
               Registrant




Date:    February 17, 2004                      By: /s/ Cynthia T. Gordon
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                                                Cynthia T. Gordon
                                                Senior Vice President,
                                                Controller
                                                (principle accounting officer
                                                of the registrant)



















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