FORM 10-Q
                         SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


(Mark One)
  ( X )Quarterly Report Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

For the Quarterly Period Ended October 31, 1998

                                OR

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

For the transition period from          to
Commission file number 1-8899
                         CLAIRE'S STORES, INC.
      (Exact name of registrant as specified in its charter)

     Delaware                                 59-0940416                     
(State or other jurisdiction of           (I.R.S. Employer
 incorporation or organization)           Identification No.)

3 S.W. 129th Avenue      Pembroke Pines, Florida       33027  
(Address of principal executive offices)            (Zip Code)

                        (954) 433-3900                                       
(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last 
report)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes X . No   .



The number of shares of the registrant's Common Stock and Class A Common 
Stock outstanding as of November 26, 1998 was 48,008,314 and 2,893,688 
respectively, excluding treasury shares. 
 
<PAGE>
                                 
              CLAIRE'S STORES, INC. AND SUBSIDIARIES
                              INDEX

                                                         PAGE NO.

PART I.    FINANCIAL INFORMATION

     Item 1.   Financial Statements

     Consolidated Balance Sheets at October 31, 1998 and
          January 31, 1998.                                     3

     Consolidated Statements of Income for the Three and Nine
          Months Ended October 31, 1998 and November 1, 1997.   4
          
     Consolidated Statements of Cash Flows for the Nine Months
          Ended October 31, 1998 and November 1, 1997.          5 
          
     Notes to Condensed Consolidated Financial Statements       6-7

     Item 2.   Management's Discussion and Analysis of
               Financial Conditions and Results of
               Operations                                       8-9

PART II.  OTHER INFORMATION

     Item 2.   Changes in Securities and Use of Proceeds        10

     Item 5.   Other Information                                10

     Item 6.   Exhibits and Reports on Form 8-K                 10

<PAGE>

<TABLE>

                      PART I.  FINANCIAL INFORMATION
                  CLAIRE'S STORES, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                (Unaudited)
<CAPTION>
                                                   Oct. 31,     Jan.31,    
ASSETS                                               1998        1998(1)
Current assets:                                        (In thousands)      
<S>                                               <C>          <C>
 Cash and cash equivalents                        $ 89,825     $122,491 
 Short-term investments                             13,852       10,215 
 Inventories                                        89,891       52,437 
 Prepaid expenses and other current 
  assets                                            24,265       19,055 
      Total current assets                         217,833      204,198 

Property and equipment:
 Land and buildings                                 13,579        8,827 
 Furniture, fixtures and equipment                 116,276      100,976 
 Leasehold improvements                             88,265       80,575 
                                                   218,120      190,378 
 Less accumulated depreciation and
  amortization                                    (109,239)     (97,810)
                                                   108,881       92,568 

Other assets                                        23,369       20,301 
                                                  $350,083     $317,067 

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Trade accounts payable                           $ 31,432     $ 20,065 
 Income taxes payable                                5,383       10,691 
 Accrued expenses                                   18,346       17,442 
 Dividends payable                                      55        1,466 
      Total current liabilities                     55,216       49,664 
                                                            
Long-term debt                                           -        1,600 
Deferred credits                                    10,461        8,545 

Stockholders' equity:
 Preferred stock par value $1.00 per 
  share; authorized 1,000,000 shares, 
  issued and outstanding -0- shares                      -            - 
 Class A common stock par value $.05 per 
  share; authorized 20,000,000 shares,
  issued 2,893,720 and 2,904,745 shares                145          145 
 Common stock par value $.05 per share;
  authorized 150,000,000 shares, issued
  47,897,032 and 47,645,701 shares                   2,394        2,296 
 Additional paid-in capital                         22,771       22,139 
 Accumulated other comprehensive income             (3,111)        (558)
 Retained earnings                                 262,659      233,688 
                                                   284,858      257,710 
 Treasury stock, at cost, 109,882 shares              (452)        (452)
                                                   284,406      257,258 
Commitments and contingencies                                           
                                                  $350,083     $317,067 

(1) Restated to reflect the merger with Lux Corporation.

</TABLE>
<PAGE>

<TABLE>
                      CLAIRE'S STORES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                       FOR THE THREE AND NINE MONTHS ENDED
                      OCTOBER 31, 1998 AND NOVEMBER 1, 1997
                                   (Unaudited)
<CAPTION>
                                            Three Months Ended                          Nine Months Ended    
                                (In thousands, except per share amounts)         
                             Oct. 31,       Nov. 1,      Oct. 31,      Nov. 1, 
                              1998          1997(1)       1998         1997(1)

<S>                         <C>           <C>           <C>          <C>
Net sales                   $162,346      $124,622      $446,737     $363,245 
Cost of sales, occupancy    
 and buying expenses          82,554        62,107       224,104      181,475 

 Gross profit                 79,792        62,515       222,633      181,770 

Other expenses:
 Selling, general and
  administrative              58,949        42,526       158,637      124,503 
 Depreciation and
  amortization                 5,501         4,606        15,820       13,182 
 Interest income, net and               
   other income               (1,623)       (2,833)       (4,780)     ( 5,180)
 
                              62,827        44,299       169,677      132,505 
 Income before income 
  taxes                       16,965        18,216        52,956       49,265 
Income taxes                   6,272         6,829        19,591       18,472 
 
 Net income                   10,693        11,387        33,365       30,793 
   
Other comprehensive income,
 net of tax:
   Foreign currency                                                              
       translation adjustments    86             7          (257)        (102)
   Unrealized losses on 
    securities                (1,601)            -        (1,351)           - 
 
Comprehensive income        $  9,178      $ 11,394      $ 31,757     $ 30,691 

 Basic net income per                                                            
  share                     $    .21      $    .23      $    .66     $    .61 

 Diluted net income per 
  share                     $    .21      $    .22      $    .65     $    .60 
   
Dividends per common
 share                      $    .04      $    .03      $    .12     $    .09 
  
Dividends per Class A
 common share               $    .02      $   .015      $    .06     $   .045 

Average common shares 
 outstanding - Basic          50,677        50,271        50,604       50,178 

Average common shares
 outstanding - Diluted        51,047        51,216        51,086       51,108 

(1) Restated to reflect the merger with Lux Corporation.

</TABLE>
<PAGE>



<TABLE>
                      CLAIRE'S STORES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
                      OCTOBER 31, 1998 AND NOVEMBER 1, 1997
                                   (Unaudited)

<CAPTION>
                                                    Nine Months Ended     
                                                     (In thousands)       
                                                 Oct 31,           Nov 1,  
                                                   1998             1997(1)
Cash flows from operating activities:
<S>                                              <C>             <C>
  Net income                                     $ 33,365        $ 30,793 
  Adjustments to reconcile net
   income to net cash used in
   operating activities:
    Depreciation and amortization                  15,820          13,182 
    Tax benefit from options                          450               - 
    Loss on retirement of property
      and equipment                                   960           1,101 
    Changes in assets and 
      liabilities:                                        
   (Increase) in -
     Inventories                                  (37,454)        (15,897)
     Prepaid expenses and other assets             (8,278)         (2,591)
   Increase (decrease) in -
     Trade accounts payable                        11,367           5,894 
     Income taxes payable                          (5,308)         (9,755)
     Accrued expenses                                 904             544 
     Deferred credits                               1,916           1,242 

   Net cash provided by 
     operating activities                          13,742          24,513 

Cash flows from investing activities:
  Acquisition of property and
   equipment which represents net cash
   used in investing activities                   (33,093)        (25,662)

Cash flows from financing activities:
  Principal (payments) borrowings on debt          (1,600)          1,300 
  Purchases of short-term investments, net         (5,781)              - 
  Proceeds from stock options exercised               280             996 
  Dividends paid                                   (5,806)         (4,334)

   Net cash used in financing   
    activities                                    (12,907)         (2,038)
      
Effect of foreign currency exchange
  rate changes on cash and cash
  equivalents                                        (408)           (162)

Net decrease in cash and 
  cash equivalents                                (32,666)         (3,349)

Cash and cash equivalents at beginning
  of period                                       122,491          94,335 

Cash and cash equivalents at end of period       $ 89,825        $ 90,986 

(1) Restated to reflect the merger with Lux Corporation.
                                 
</TABLE>
<PAGE>

                CLAIRE'S STORES, INC. AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  The accompanying unaudited consolidated financial statements reflect all 
    adjustments (consisting only of normal recurring adjustments) which are, 
    in the opinion of management, necessary to a fair statement of the 
    results for the interim periods.  These financial statements have been 
    prepared in accordance with the instructions to Form 10-Q and therefore 
    do not include all of the information or footnotes necessary for a 
    complete presentation.  They should be read in conjunction with the
    Company's audited financial statements included as part of the Annual 
    Report on Form 10-K for the year ended January 31, 1998 filed with the 
    Securities and Exchange Commission.  Due to the seasonal nature of the 
    Company's business, the results of operations for the first nine months 
    of the year are not indicative of the results of operations on an 
    annualized basis.

2.  The Company adopted Statement of Financial Accounting Standards ("SFAS") 
    No. 128, "Earnings per share", in the fiscal year ended January 31, 1998.
    In accordance with SFAS 128, both basic net income per share and diluted 
    net income per share have been presented in the financial statements. 
    Earnings per share for all periods have been restated to reflect the 
    provisions of this statement.  Basic net income per share is based on the 
    weighted average number of shares of Class A Common
    Stock and Common Stock outstanding during the period (50,677,000  and 
    50,604,000 shares for the three and nine months ended October 31, 1998, 
    respectively and 50,271,000 and 50,178,000 shares for the three and nine 
    months ended November 1, 1997, respectively).  Diluted net income per 
    share includes the dilutive effect of stock options (51,047,000 and 
    51,086,000 shares for the three and nine months ended October 31, 1998, 
    respectively and 51,216,000 and 51,108,000 shares for the three and nine 
    months ended November 1, 1997, respectively).  Options to purchase 
    592,500 shares and 145,834 shares of common stock at prices ranging from 
    $17.92 to $22.88 and $19.73 to $22.88 for the three  and nine months 
    ended October 31, 1998, respectively, and options to purchase 50,000
    shares  and 123,333 shares of common stock at $22.38 per share and prices
    ranging from $19.73 to $22.38 per share, respectively, were outstanding 
    for the three and nine months ended November 1, 1997, respectively, but 
    were not included in the computation of diluted earnings per share because
    the options' exercise prices were greater than the average market price 
    of the common shares for the respective fiscal period.

3.  Effective February 1, 1998, the Company adopted the SFAS No. 130, 
    "Reporting Comprehensive Income".  This statement requires that all items
    recognized under accounting standards as components of comprehensive 
    income be reported with the same prominence as other financial statement 
    items. 

4.  In April 1998, the Company completed its acquisition of Lux Corporation 
    ("Lux"), a closely held specialty apparel chain operating under the name 
    of "Mr. Rags," in a stock-for-stock merger.  The stores specialize in 
    selling teen unisex clothing and accessories.  In connection with the 
    merger, the Company issued 2,070,286 shares of common stock in exchange 
    for all the outstanding common stock of Lux.  The merger has been 
    accounted for as a pooling of interests business combination. 
    Accordingly, the accompanying unaudited consolidated financial statements
    have been restated to include the accounts of Lux as if the companies had 
    combined at the beginning of the first period presented.  Prior to the 
    merger, Lux's fiscal year ended on November 30. In recording the business 
    combination, Lux's prior year financial statements have been restated to 
    conform with the Company's fiscal year end. 

<PAGE>


    In November 1998, the Company completed its acquisition of Bijoux One, a 
    privately held 53-store fashion accessory chain.  Bijoux One, 
    headquartered in Zurich, Switzerland, became a wholly-owned subsidiary of
    the Company.  The transaction will be accounted for as a purchase.  The
    purchase price was comprised of cash and the issuance of 100,000 shares 
    of the Company's stock.  Excess purchase price over fair market value of 
    the underlying assets was allocated to goodwill, which will be amortized 
    over twenty five years.

5.  In prior years, certain computer programs were written using two digits 
    rather than four to define the applicable year.  These programs were 
    written without considering the impact of the upcoming change in the 
    century and may experience problems handling dates beyond the year 1999.
    This could cause certain computer applications to fail or to create 
    erroneous results unless corrective measures are taken.

    The Company has, however, been assessing the impact that the Year 2000 
    issue will have on its computer systems, and in response to these 
    assessments, which are ongoing, the Company has developed a plan to 
    inventory critical systems and develop solutions to those systems that 
    are found to have date-related deficiencies.  Project plans call for the 
    completion of the solution implementation phase and testing of those 
    solutions by the end of 1999, prior to any anticipated impact on the 
    Company's systems.

    In addition to the Company's internal systems and hardware, the Company 
    is in the process of assessing the Year 2000 readiness of its vendors.  
    As a part of this assessment, the Company has asked each major vendor to 
    inform the Company of its (the vendors') Year 2000 readiness and
    initiatives.  To the extent that the Company's vendors do not provide the
    Company with satisfactory evidence of their readiness for the Year 2000 
    issue, contingency plans will be developed.

    The Company expects that the maximum cost which could be incurred in 
    conjunction with the testing and remediation of all hardware and software
    systems and applications would be approximately $250,000 through 
    completion in 1999, of which, approximately $125,000 has been incurred 
    to date.  Such costs have been and will be funded by the Company's 
    operating cash flows.

    The cost of the Company's plan to address the Year 2000 issue and the 
    anticipated date on which the Company plans to complete the necessary 
    Year 2000 conversion efforts are based on management's best estimates, 
    which were derived from numerous assumptions of future events, including 
    the availability of resources, vendor remediation plans, and other 
    factors.  As a result, there can be no assurance that the Company, or 
    other companies with whom the Company conducts business, will 
    successfully address the Year 2000 problem in a timely manner, or at all,
    or that the Year 2000 problem will not have a material adverse effect on 
    the Company's business or operations.
    

<PAGE>

    Item 2. Management's Discussion and Analysis of Financial Condition and 
            Results of Operations.
                   

The analysis below takes into account that prior year's balances have been 
restated to reflect the pooling of interests with Lux Corporation as if the 
companies had combined at the beginning of the first period presented.  For a
further discussion of this transaction, see Note 4 to the Company's unaudited
consolidated financial statements herein.

Net sales for the three and nine months ended October 31, 1998 increased 
approximately 30% and 23%, respectively,  compared to the comparable periods 
ended November 1, 1997.  The increases for the periods resulted primarily 
from the addition of a net 180 stores, same-store sales increases of 10% and
5% in the three and nine month periods ended October 31, 1998 and sales from 
the Company's Just Nikki, Inc.'s catalog operations which did not exist 
during the same periods last year.  The same-store sales increases were 
primarily due to increases in the number of transactions per store and the 
average retail price per transaction.

Cost of sales, occupancy and buying expenses increased 33% and 23%, 
respectively, for the three and nine months ended October 31, 1998 over the 
comparable periods ended November 1, 1997.  The principal reasons for these 
increases were the rise in the number of stores and the volume of merchandise
sold.  As a percentage of net sales, these expenses increased to 50.8% and 
50.2% for the three and nine months ended October 31, 1998 compared to 49.8% 
and 50.0% for the comparable periods ended November 1, 1997.  These increases
as a percentage of sales were due to a more aggressive promotional strategy 
and continuing changes in the merchandise product mix offered for sale. 

Selling, general and administrative expenses (S,G&A), as a percentage of 
sales for the three and nine months ended October 31, 1998 were 36.3% and 
35.5%, respectively, compared to 34.1% and 34.3%, respectively, for the 
comparable periods ended November 1, 1997.  This increase was primarily
attributable to the costs associated with the launch of the Company's Just 
Nikki, Inc.'s catalog operations.

Depreciation and amortization as a percentage of sales was approximately 3.5%
for the three and nine months ended October 31, 1998, which was comparable to
the three and nine months ended November 1, 1997. 

Interest income, net and other income, totaled $1,623,000 and $4,780,000 for 
the three and nine month periods ended October 31, 1998, respectively, 
compared to interest income, net and other income of $2,833,000 and 
$5,180,000 for the three and nine month periods ended November 1, 1997, 
respectively.  Included in the balances at November 1, 1997 is a gain 
realized from the sale of investments of approximately $1,560,000.  Excluding
this amount from the November 1, 1997 balances, the balances at October 31, 
1998 actually increased $350,000 and $1,160,000 for the three and nine month 
periods.  These increases were due to an increase in invested cash during the
three and nine months ended October 31, 1998, which  averaged approximately 
$119,100,000 and $123,100,000, respectively.  During the three and nine 
months ended November 1, 1997, invested cash averaged approximately 
$99,000,000 and $96,900,000, respectively.

<PAGE>


Inflation has not affected the Company as it has generally been able to pass 
along inflationary increases in its costs through increased sales prices.

Liquidity and Capital Resources

Net cash decreased $32,666,000 for the nine months ended October 31, 1998 due
to net cash used in the acquisition of property and equipment totaling 
$33,093,000, the payment of dividends of $5,806,000, the purchase of 
short-term investments of $5,781,000 and the payment of long-term debt of 
$1,600,000.  These were offset by net cash provided by operating activities 
of $13,742,000 and the proceeds from stock options exercised totaling 
$280,000. 

Inventory at October 31, 1998 increased 71% compared to the inventory balance
at the end of the Company's January 31, 1998 fiscal year.  The increase is 
mainly attributable to the increase in the number of stores, the same-store 
sales currently being achieved and the inventory buildup for the Christmas 
selling season.  The Company believes overall inventory levels are 
appropriate given the current economic environment and the level of sales 
currently being achieved.

The Company opened 192 stores in the nine months ended October 31, 1998 and 
remodeled 69 stores. 

At October 31, 1998, the Company had available a $10 million credit line with
a bank to finance the Company's letters of credit and working capital 
requirements.  This credit facility matures January 31, 1999.  The Company 
believes that internally generated funds and borrowings available under its 
credit agreements will be sufficient to meet its current operating needs and 
its presently anticipated required capital expenditures.


Special Note Regarding Forward-Looking Statements

The Company and its representatives may from time to time make oral or 
written "forward-looking statements" within the meaning of the Private 
Securities Reform Act of 1995 (the "Reform Act"), including any statements 
that may be contained in the foregoing "Management's Discussion and Analysis
of Financial Condition and Results of Operations", in this report and in 
other filings with the Securities and Exchange Commission and in its reports 
to stockholders, which represent the Company's expectations or beliefs with 
respect to future events and future financial performance.  These 
forward-looking statements are subject to certain risks and uncertainties.  
Important factors currently known to management that could cause actual 
results to differ materially from those in forward-looking statements
are set forth in the safe harbor compliance statement for forward-looking 
statements in the Company's Annual Report on Form 10-K for the year ended 
January 31, 1998, and that statement is hereby incorporated by reference in 
this Form 10-Q.  The Company does not undertake to update or revise any
forward-looking statement to reflect changed assumptions, the occurrence of 
unanticipated events or changes to operating results over time.
                                   
<PAGE>

                      PART II.  OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds

     Recent Sales of Unregistered Securities

               On November 11, 1998, the Company issued 100,000 shares of its
     common stock in connection with its acquisition of Bijoux One.  The 
     issuance was made in reliance upon the exemption from the registration 
     provisions of the Securities Act of 1933, as amended (the "Act"),
     provided by Rule 506 of Regulation D promulgated under Section 4(2) of 
     the Act.

Item 5.   Other Information

     Stockholder Proposals for Annual Meeting

               Stockholder proposals intended to be presented at the 1999 
     annual stockholders' meeting must be received by the Company at its 
     principal executive offices (3 Southwest 129th Avenue, Pembroke Pines, 
     Florida 33027) by April 7, 1999.

Item 6.   Exhibits and Reports on Form 8-K

     a)   Exhibits

           27 Financial Data Schedule (for SEC use only)

         99.1 Press Release of Claire's Stores, Inc. dated November 11, 1998


     b)   Reports on Form 8-K

                  Not Applicable
          
<PAGE>


                               SIGNATURE



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 thereunto duly authorized.



                                   
                                   
                                             
                                   
                                   
                                   CLAIRE'S STORES, INC.
                                    (Registrant)








Date: December 14, 1998               /s/ Ira D. Kaplan                      
                                      Ira D. Kaplan
                                      Senior Vice President, Chief Financial 
                                      Officer and Treasurer
   

                                      (Mr. Kaplan is the Senior Vice 
                                      President, Chief Financial Officer and  
                                      Treasurer and has been duly authorized 
                                      to sign on behalf of the registrant)
   

   
   








<PAGE>


   
                               SIGNATURE



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 thereunto duly authorized.



   
   
   
   
   
   
    
                                     CLAIRE'S STORES, INC.
                                     (Registrant)








Date: December 14, 1998               
                                                                 
                                    Ira D. Kaplan
                                    Senior Vice President, Chief Financial 
                                    Officer and Treasurer

                                    (Mr. Kaplan is the Senior Vice President,
                                    Chief Financial Officer and Treasurer and
                                    has been duly authorized to sign on 
                                    behalf of the registrant)
   



<PAGE>

                                   





                                   

                                  11