UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D C 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 1, 2003

                                       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 001-08899

                              CLAIRE'S STORES, INC.
             (Exact name of registrant as specified in its charter)

                 FLORIDA                                      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)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (954) 433-3900

          Securities registered pursuant to Section 12(b) of the Act:

     TITLE OF EACH CLASS               NAME OF EACH EXCHANGE ON WHICH REGISTERED
     -------------------               -----------------------------------------
  Common Stock, $.05 par value              New York Stock Exchange, Inc.

           Securities registered pursuant to Section 12(g) of the Act:

                               TITLE OF EACH CLASS
                      ------------------------------------
                      Class A Common Stock, $.05 par value

     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 [ ]

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Exchange  Act  Rule  12b-2  of  the  Exchange).  Yes [X] No [ ]

     The  number  of  shares of the registrant's Common Stock and Class A Common
Stock  outstanding  as  of  December  1,  2003  was  46,448,285  and  2,635,519,
respectively.


<PAGE>
                     CLAIRE'S STORES, INC. AND SUBSIDIARIES
                                      INDEX

                                                                       PAGE  NO.
                                                                       ---------

PART  I.    FINANCIAL  INFORMATION
----------------------------------

     ITEM  1.  FINANCIAL  STATEMENTS

     Unaudited  Condensed  Consolidated  Balance  Sheets at
          November 1, 2003 and February 1, 2003.                           3

     Unaudited  Condensed  Consolidated  Statements  of  Operations
          and Comprehensive  Income  for  the  Three  Months  and
          Nine Months Ended November 1, 2003 and November 2, 2002.         4

     Unaudited  Condensed  Consolidated  Statements  of  Cash  Flows
          for  the Nine Months Ended November 1, 2003 and
          November 2, 2002.                                                5

     Notes to Unaudited Condensed Consolidated Financial Statements        6

     ITEM 2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
                 FINANCIAL  CONDITION  AND  RESULTS  OF
                 OPERATIONS                                                9

     ITEM 3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES
                 ABOUT MARKET RISK                                        15

     ITEM 4.     CONTROLS AND PROCEDURES                                  15

PART  II.  OTHER  INFORMATION
-----------------------------

     ITEM 1.     LEGAL PROCEEDINGS                                        16

     ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K                         16

SIGNATURE PAGE                                                            17


                                        2
<PAGE>
<TABLE>
<CAPTION>
                             PART I.  FINANCIAL INFORMATION
                         CLAIRE'S STORES, INC. AND SUBSIDIARIES
                    UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                                          NOV. 1, 2003    FEB. 1, 2003
                                                         ==============  ==============
                                                          (In thousands, except share
                                                             and per share amounts)
<S>                                                      <C>             <C>
ASSETS

Current assets:
  Cash and cash equivalents                              $     213,366   $     195,482
  Inventories                                                  120,631          88,334
  Prepaid expenses and other current assets                     44,903          37,792
                                                         --------------  --------------
     Total current assets                                      378,900         321,608
                                                         --------------  --------------
Property and equipment:
  Land and building                                             18,151          18,041
  Furniture, fixtures and equipment                            221,481         206,529
  Leasehold improvements                                       179,915         161,240
                                                         --------------  --------------
                                                               419,547         385,810
  Less accumulated depreciation and amortization              (235,628)       (211,328)
                                                         --------------  --------------
                                                               183,919         174,482
                                                         --------------  --------------

Intangible assets, net                                          37,057          29,576
Other assets                                                    13,221          14,588
Goodwill                                                       199,143         197,875
                                                         --------------  --------------
                                                               249,421         242,039
                                                         --------------  --------------

Total Assets                                             $     812,240   $     738,129
                                                         ==============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt                      $      41,250   $      40,916
  Trade accounts payable                                        59,216          43,185
  Income taxes payable                                           6,632          13,153
  Accrued expenses                                              51,641          43,756
                                                         --------------  --------------
     Total current liabilities                                 158,739         141,010
                                                         --------------  --------------

Long-term liabilities:
  Long-term debt, excluding current portion                     58,750          70,000
  Deferred credits                                              16,911          16,263
  Deferred tax liability                                        11,440           9,602
                                                         --------------  --------------
                                                                87,101          95,865
                                                         --------------  --------------

Commitments and contingencies                                        -               -

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 and outstanding
    2,682,630 shares and 2,692,825 shares, respectively            134             135
  Common stock par value $.05 per share; authorized
    150,000,000 shares, issued and outstanding 46,294,859
    shares and 46,146,562 shares, respectively                   2,315           2,307
  Additional paid-in capital                                    34,884          32,834
  Accumulated other comprehensive income                        14,917           7,219
  Retained earnings                                            514,150         458,759
                                                         --------------  --------------
                                                               566,400         501,254
                                                         --------------  --------------
Total Liabilities and Stockholders' Equity               $     812,240   $     738,129
                                                         ==============  ==============
<FN>

See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                               CLAIRE'S STORES, INC. AND SUBSIDIARIES
                             UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
                               OF OPERATIONS AND COMPREHENSIVE INCOME

                                                           THREE MONTHS ENDED     NINE MONTHS ENDED
                                                          ====================  ====================
                                                           NOV. 1,    NOV. 2,    NOV. 1,    NOV. 2,
                                                            2003       2002       2003       2002
                                                          =========  =========  =========  =========
                                                           (In thousands, except per share amounts)
<S>                                                       <C>        <C>        <C>        <C>
Net sales                                                 $264,146   $230,043   $768,851   $679,143
Cost of sales, occupancy and buying expenses               124,934    114,978    367,158    343,868
                                                          ---------  ---------  ---------  ---------
Gross profit                                               139,212    115,065    401,693    335,275
                                                          ---------  ---------  ---------  ---------

Other expenses:
  Selling, general and administrative                       93,851     86,185    278,444    251,547
  Depreciation and amortization                             10,208      9,895     30,453     27,991
  Interest expense                                             591      1,236      2,008      3,464
  Interest and other income                                 (1,210)      (820)    (3,055)    (2,130)
                                                          ---------  ---------  ---------  ---------
                                                           103,440     96,496    307,850    280,872
                                                          ---------  ---------  ---------  ---------

  Income from continuing operations before income taxes     35,772     18,569     93,843     54,403
Income taxes                                                10,519      6,488     30,844     18,963
                                                          ---------  ---------  ---------  ---------
  Income from continuing operations                         25,253     12,081     62,999     35,440
                                                          ---------  ---------  ---------  ---------

Discontinued operation:
  Gain on disposal of Lux Corp., less applicable income
    taxes of $169 and $1,246                                     -        281          -      2,077
                                                          ---------  ---------  ---------  ---------
  Net income                                                25,253     12,362     62,999     37,517
                                                          ---------  ---------  ---------  ---------

    Foreign currency translation adjustments                 6,332        582      7,698     14,921
                                                          ---------  ---------  ---------  ---------
    Comprehensive income                                  $ 31,585   $ 12,944   $ 70,697   $ 52,438
                                                          =========  =========  =========  =========

Net income per share:
  Basic:
    Income from continuing operations                     $   0.52   $   0.25   $   1.29   $   0.73
    Gain from disposal of discontinued operation                 -          -          -       0.04
                                                          ---------  ---------  ---------  ---------
Net income per share                                      $   0.52   $   0.25   $   1.29   $   0.77
                                                          =========  =========  =========  =========
  Diluted:
    Income from continuing operations                     $   0.51   $   0.25   $   1.28   $   0.73
    Gain from disposal of discontinued operation                 -          -          -       0.04
                                                          ---------  ---------  ---------  ---------
Net income per share                                      $   0.51   $   0.25   $   1.28   $   0.77
                                                          =========  =========  =========  =========

Weighted average number of shares outstanding:
  Basic                                                     48,950     48,717     48,900     48,686
                                                          =========  =========  =========  =========
  Diluted                                                   49,221     48,902     49,139     48,845
                                                          =========  =========  =========  =========
<FN>


See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                               CLAIRE'S STORES, INC. AND SUBSIDIARIES
                      UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                            NINE MONTHS ENDED
                                                                      ==============================
                                                                       NOV. 1, 2003    NOV. 2, 2002
                                                                      ==============  ==============
                                                                              (In thousands)
<S>                                                                   <C>             <C>
Cash flows from operating activities:
  Net income                                                          $      62,999   $      37,517
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Gain on disposal of discontinued operation, net of income taxes               -          (2,077)
    (Gain) loss on sale of intangible assets                                   (399)             50
    Depreciation and amortization                                            30,453          27,991
    Amortization of intangible assets                                           899             660
    Loss on retirement of property and equipment                              1,736           2,311
  (Increase) decrease in -
    Inventories                                                             (30,920)        (26,045)
    Prepaid expenses and other assets                                        (3,669)         (8,794)
  Increase (decrease) in -
    Trade accounts payable                                                   15,009          23,569
    Income taxes payable                                                     (6,573)          2,614
    Accrued expenses                                                          7,004          10,525
    Deferred tax liability                                                      679               -
    Deferred credits                                                            546             472
                                                                      --------------  --------------
Net cash provided by continuing operations                                   77,764          68,793
Net cash provided by discontinued operations                                      -           2,429
                                                                      --------------  --------------
Net cash provided by operating activities                                    77,764          71,222
                                                                      --------------  --------------

Cash flows from investing activities:
  Acquisition of property and equipment                                     (38,557)        (36,233)
  Acquisition of intangible assets                                           (5,855)         (5,860)
  Sale of short-term investments                                                  -           1,563
  Capital expenditures of discontinued operations                                 -            (352)
                                                                      --------------  --------------

Net cash used in investing activities                                       (44,412)        (40,882)
                                                                      --------------  --------------

Cash flows from financing activities:
  Principal payments on term loan                                           (10,932)            (56)
  Proceeds from stock options exercised                                       2,057           1,703
  Dividends paid                                                             (7,607)         (5,679)
                                                                      --------------  --------------

Net cash used in financing activities                                       (16,482)         (4,032)
                                                                      --------------  --------------

Effect of foreign currency exchange rate changes on cash
and cash equivalents                                                          1,014           3,856
                                                                      --------------  --------------

Net increase in cash and cash equivalents                                    17,884          30,164

Cash and cash equivalents at beginning of period                            195,482          99,912
                                                                      --------------  --------------

Cash and cash equivalents at end of period                            $     213,366   $     130,076
                                                                      ==============  ==============
<FN>


See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>


                                        5
<PAGE>
                     CLAIRE'S STORES, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   BASIS  OF  PRESENTATION
     The  accompanying  condensed  consolidated  financial  statements have been
     prepared  by the Company without audit, in accordance with the instructions
     to  Form  10-Q,  and  therefore  do  not include all of the information and
     footnotes required by generally accepted accounting principles for complete
     financial  statements.  In  the  opinion  of  management,  all  adjustments
     (consisting  only  of normal recurring accruals) considered necessary for a
     fair  presentation  have  been included. These statements should be read in
     conjunction  with  the  consolidated financial statements and notes thereto
     included  in  the Annual Report on Form 10-K for the year ended February 1,
     2003 filed with the Securities and Exchange Commission, including Note 1 to
     the  consolidated  financial  statements  included  therein which discusses
     consolidation  and  financial statement presentation. These statements have
     been  prepared  in accordance with accounting principles generally accepted
     in  the  United States of America, which require management to make certain
     estimates  and  assumptions  that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of  the  financial  statements  and  the  reported  amounts of revenues and
     expenses  during  the  reporting  period.  The  most  significant estimates
     include  valuation  of  inventories,  valuation  of goodwill and intangible
     assets,  provisions  for  income taxes, financing operations, contingencies
     and  litigation.  Actual  results could differ from these estimates. 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. Certain prior period amounts have been
     reclassified  to  conform  to  the  current  period  presentation.

2.   EARNINGS  PER  SHARE
     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  presented, while diluted net income per share includes the dilutive
     effect  of  stock  options.  All  outstanding options for the quarter ended
     November  1,  2003 were included in the computation of diluted earnings per
     share. Options to purchase 60,905 shares of common stock, at prices ranging
     from  $25.00  to  $30.25  per  share were outstanding for the quarter ended
     November  2,  2002,  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  period.

     Options  to  purchase  75,560 and 231,130 shares of common stock, at prices
     ranging  from  $33.86  and $21.25 to $30.25 per share, were outstanding for
     the  nine months ended November 1, 2003 and November 2, 2002, 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  nine  month  period.

3.   STOCK-BASED  COMPENSATION
     The  Company  accounts for its stock option plans under the recognition and
     measurement  principles  of  Accounting Principles Board, "APB" Opinion No.
     25,  "Accounting  for  Stock  Issued to Employees". No stock-based employee
     compensation cost is reflected in net income, as all options granted had an
     exercise  price equal to the market value of the underlying common stock on
     the  date  of  grant.  The  Company  has  adopted the disclosure provisions
     required  under  Financial Accounting Standards Board, "FASB" Statement No.
     148, "Accounting for Stock-Based Compensation - Transition and Disclosure".
     The  following  table illustrates the effect on net income and earnings per
     share  if  the Company had applied the fair value recognition provisions of
     FASB  Statement  No.  123,  "Accounting  for  Stock-Based  Compensation" to
     stock-based  employee  compensation.


                                        6
<PAGE>
<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED     NINE MONTHS ENDED
                                              --------------------  --------------------
                                               NOV. 1,    NOV. 2,    NOV. 1,    NOV. 2,
                                                2003       2002       2003       2002
                                              ---------  ---------  ---------  ---------
<S>                                           <C>        <C>        <C>        <C>
     Net income, as reported                  $ 25,253   $ 12,362   $ 62,999   $ 37,517
     Deduct:
        Stock-based employee compensation
        expense not included in reported net
        income, net of tax                        (366)       (96)      (719)      (665)
                                              ---------  ---------  ---------  ---------
     Pro forma net income                     $ 24,887   $ 12,266   $ 62,280   $ 36,852
                                              =========  =========  =========  =========

     Earnings per share:
        Basic - as reported                   $   0.52   $   0.25   $   1.29   $   0.77
        Basic - pro forma                     $   0.51   $   0.25   $   1.27   $   0.76
        Diluted - as reported                 $   0.51   $   0.25   $   1.28   $   0.77
        Diluted - pro forma                   $   0.51   $   0.25   $   1.27   $   0.75
</TABLE>

4.   NEW  ACCOUNTING  PRONOUNCEMENTS

     On  July  5, 2001, the FASB issued Statement No. 143, "Accounting for Asset
     Retirement Obligations". That standard requires entities to record the fair
     value  of  a  liability for an asset retirement obligation in the period in
     which  it is incurred. When the liability is initially recorded, the entity
     capitalizes  a  cost  by  increasing  the  carrying  amount  of the related
     long-lived asset. Over time, the liability is accreted to its present value
     each  period,  and the capitalized cost is depreciated over the useful life
     of  the  related  asset. Upon settlement of the liability, an entity either
     settles  the  obligation  for  its recorded amount or incurs a gain or loss
     upon  settlement.  The  standard  is  effective  for the fiscal year ending
     January  31, 2004. Management has determined that Statement No. 143 did not
     have  a material effect on our condensed consolidated financial statements.

     In  January  2003,  the FASB issued Interpretation No. 46 "Consolidation of
     Variable Interest Entities". The interpretation defines a variable interest
     entity  as  a  corporation, partnership, trust or any other legal structure
     used  for  business purposes that either (a) does not have equity investors
     with  voting  rights  or  (b)  has  equity  investors  that  do not provide
     sufficient  financial resources for the equity to support its activities. A
     variable  interest  entity often holds financial assets, including loans or
     receivables,  real estate or other property. A variable interest entity may
     be  essentially  passive  or  it  may engage in research and development or
     other activities on behalf of another company. This interpretation requires
     a  variable interest entity to be consolidated by a company if that company
     is  subject  to  a  majority of the risk of loss from the variable interest
     entity's  activities  or  entitled  to  receive  a majority of the entity's
     residual  returns  or  both.  The  interpretation also requires disclosures
     about  variable  interest  entities  that  the  Company  is not required to
     consolidate but in which it has a significant variable interest. Management
     has  determined  that  the  Company  does  not  have  any  interests  in
     unconsolidated  entities  that  qualify  as  variable  interest  entities.

5.   DISCONTINUED  OPERATIONS

     In  January  2002,  the  Company's  Board  of  Directors  authorized  the
     disposition  of Lux Corp., which represented the Company's apparel segment.
     On  May  17, 2002, the Company sold the stock of Lux Corporation, d/b/a Mr.
     Rags.  Through  the  date  of disposition, the operations of Lux Corp. were
     accounted  for  as  a  discontinued operation in the Company's consolidated
     financial statements. In January 2003, Lux Corp. filed a voluntary petition
     for  relief  under  Chapter  11 of the Bankruptcy Code in the United States
     Bankruptcy Court for the Central District of California. In April 2003, Lux
     Corp.  advised  the  Bankruptcy  Court  that  it  intended to liquidate its
     assets.  The  Company has been advised that Lux Corp. has closed all of its
     stores  and  liquidated  its inventories. On November 7, 2003, the Official
     Committee of Unsecured Creditors of Lux Corp. filed a complaint against the
     Company,  see  "Legal  Proceedings".


                                        7
<PAGE>
     As  of  November  1,  2003,  the  Company remains as a guarantor on 12 real
     estate  leases  for Mr. Rags store locations with future rental payments of
     approximately $10.2 million. As of November 1, 2003, the Company also had a
     contingent  liability  as  lessee  under  a  master  lease  agreement  on
     approximately  $2.2  million  of  gross  future lease payments on operating
     leases  for  equipment  and  leasehold  improvements of Lux Corp. that were
     assigned  to  Lux Corp. at the time of the sale. The Company entered into a
     transitional services agreement with the new owner of Lux Corp. in May 2002
     under  which  the  Company  performed  certain  transition services for the
     benefit of Mr. Rags. The Company had no decision-making authority under the
     terms  of the agreement. The service agreement was for an initial period of
     one  year  with  two  three-month  renewal options. Lux Corp. has cancelled
     these  services  effective  May  31,  2003.  During  the  nine months ended
     November  1,  2003,  the Company has received approximately $.4 million for
     these  services  and  has  included  this  amount within interest and other
     income within the Unaudited Condensed Consolidated Statements of Operations
     and  Comprehensive  Income.

6.   SEGMENT  INFORMATION

     The Company is primarily organized based on the geographic markets in which
     it operates. Under this organizational structure, the Company currently has
     two reportable segments: North America and International. Net sales for the
     periods  presented  were  as  follows:

<TABLE>
<CAPTION>
                         THREE MONTHS ENDED  NINE MONTHS ENDED
                         ------------------  ------------------
                         NOV. 1,   NOV. 2,   NOV. 1,   NOV. 2,
                           2003      2002      2003      2002
                         --------  --------  --------  --------
<S>                      <C>       <C>       <C>       <C>

          North America  $190,513  $166,975  $556,227  $506,942
          International    73,633    63,068   212,624   172,201
                         --------  --------  --------  --------

               Total     $264,146  $230,043  $768,851  $679,143
                         ========  ========  ========  ========
</TABLE>

     Income from continuing operations for the periods presented was as follows:

<TABLE>
<CAPTION>
                         THREE MONTHS ENDED  NINE MONTHS ENDED
                         ------------------  ------------------
                         NOV. 1,   NOV. 2,   NOV. 1,   NOV. 2,
                           2003      2002      2003      2002
                         --------  --------  --------  --------
<S>                      <C>       <C>       <C>       <C>

          North America  $ 19,936  $  8,031  $ 48,499  $ 26,956
          International     5,317     4,050    14,500     8,484
                         --------  --------  --------  --------

               Total     $ 25,253  $ 12,081  $ 62,999  $ 35,440
                         ========  ========  ========  ========
</TABLE>

7.   STATEMENTS  OF  CASH  FLOWS

     Payments  of income taxes were $36.3 million and $16.3 million for the nine
     months  ended November 1, 2003 and November 2, 2002, respectively. Payments
     of  interest  were  $2.0 million and $2.9 million for the nine months ended
     November  1,  2003  and  November  2,  2002.

8.   SUBSEQUENT  EVENTS

     On  November  3,  2003,  the  Company's  Board  of  Directors  declared  a
     two-for-one  stock split on our Common and Class A common stock payable and
     effective  on  December  19, 2003, and also authorized the Company maintain
     its  current  dividend  per  share  amounts.

     On  November  18,  2003,  the  Company's  Board  of  Directors authorized a
     retirement  compensation  package  for the Company's Chairman of the Board.
     Management  estimates  the  retirement package to cost between $8.0 million
     and  $11.0  million,  pending the outcome of certain actuarial information.
     The  Company  intends  to  record  this  amount as an expense in the fourth
     quarter  of  the  fiscal  year  ending  January  31,  2004.


                                        8
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS.

We  are  a  leading  mall-based retailer of value-priced fashion accessories for
pre-teens  and  teenagers  as  well  as  young  adults  through our wholly-owned
subsidiaries, Claire's Boutiques, Inc., which also operates through its Icing by
Claire's  division,  Claire's Puerto Rico Corp., Claire's Canada Corp., Claire's
Accessories  UK  Ltd.,  Bijoux  One  Trading  GmbH,  Claire's  Switzerland GmbH,
Claire's  Germany  GmbH  (Bijoux,  which  are our stores located in Switzerland,
Austria and Germany), Claire's France and Claire's Nippon Co. Ltd., which is our
50%-owned  joint  venture  with  Aeon  Co, Ltd. (f/k/a Jusco Co., Ltd.).  We are
primarily  organized  based  on  our geographic markets, which include our North
American  operations  and  our  International  operations.

As  of  November 1, 2003 we operated a total of 2,971 stores in all 50 states of
the  United  States,  Canada,  the  Caribbean,  the United Kingdom, Switzerland,
Austria,  Germany,  France,  Ireland  and  Japan. The stores are operated mainly
under  the  trade  names  "Claire's  Boutiques",  "Claire's  Accessories",
"Afterthoughts",  "The  Icing", "Icing by Claire's", and "Bijoux One". We are in
the  process  of transitioning our "Afterthoughts" stores to "Icing by Claire's"
stores  to  capitalize  on  the  Claire's  brand  name.

Annually,  our  fiscal  year  ends  on the Saturday closest to January 31.  As a
result,  both  our  current  and  prior  fiscal  years  consist  of four 13-week
quarters.  We  refer  to  the prior fiscal year ended February 1, 2003 as Fiscal
2003, and the current fiscal year ending January 31, 2004 as Fiscal 2004.

The  following  discussion  and  analysis  provides  information that management
believes  is  useful  in  understanding  our  operating results, cash flows, and
financial  condition.  The discussion should be read in conjunction with, and is
qualified  in its entirety by reference to, the unaudited condensed consolidated
financial  statements  and related notes thereto included elsewhere in this Form
10-Q.  The  discussions  in  Management's  Discussion  and Analysis of Financial
Condition  and  Results  of  Operations  contain forward-looking statements that
involve  risks  and  uncertainties.  Our  actual results could differ materially
from  those anticipated in these forward-looking statements.  Factors that could
cause  or  contribute to such differences include, but are not limited to, those
discussed  under  "Forward-  Looking  Statements"  in  this  section, as well as
estimates  and  judgments  used  in  preparing  our  financial  statements.

The  following  table  sets  forth, for the periods indicated, percentages which
certain  items  reflected  in  the  financial  statements bear to our net sales:

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED  NINE MONTHS ENDED
                                                ------------------  ------------------
                                                NOV. 1,   NOV. 2,   NOV. 1,   NOV. 2,
                                                  2003      2002      2003      2002
                                                --------  --------  --------  --------
<S>                                             <C>       <C>       <C>       <C>

Net sales                                         100.0%    100.0%    100.0%    100.0%
  Cost of sales, occupancy and buying expenses     47.3      50.0      47.8      50.6
                                                --------  --------  --------  --------
  Gross profit                                     52.7      50.0      52.2      49.4
                                                --------  --------  --------  --------

Other expenses (income):
  Selling, general and administrative              35.5      37.5      36.2      37.0
  Depreciation and amortization                     3.9       4.3       4.0       4.1
  Interest expense                                  0.2       0.5       0.3       0.5
  Interest and other income                        (0.5)     (0.4)     (0.4)     (0.3)
                                                --------  --------  --------  --------
                                                   39.2      41.9      40.0      41.4
                                                --------  --------  --------  --------

  Income before income taxes                       13.5       8.1      12.2       8.0

Income taxes                                        4.0       2.8       4.0       2.8
                                                --------  --------  --------  --------
  Income from continuing operations                 9.6%      5.3%      8.2%      5.2%
                                                ========  ========  ========  ========
</TABLE>


                                        9
<PAGE>
CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

Our discussion and analysis of our financial condition and results of operations
are  based  upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of  America.  The  preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,  and  related  disclosure  of  contingent  assets  and
liabilities.  On  an  on-going basis, we evaluate our estimates, including those
related  to  inventories,  valuation  of  goodwill and intangible assets, income
taxes,  financing  operations,  contingencies  and  litigation.  We  base  our
estimates  on  historical  experience  and  on various other assumptions that we
believe  to be reasonable under the circumstances, the results of which form the
basis  for  making judgments about the carrying values of assets and liabilities
that  are  not  readily  apparent from other sources.  Actual results may differ
from  these  estimates  under  different  assumptions  or  conditions.

Management  believes  that  the  following  accounting policies include a higher
degree  of  judgment  and/or complexity and, thus, are considered to be critical
accounting  policies.  Management has discussed the development and selection of
these  critical  accounting  policies  with  the Audit Committee of the Board of
Directors and the Audit Committee has reviewed our disclosures relating to them.

Inventory  Valuation  -  We  mark  down our inventory for estimated unmarketable
inventory  equal  to  the  difference  between  the  cost  of  inventory and the
estimated  market  value  based  upon assumptions about future demand and market
conditions.  If actual market conditions are less favorable than those projected
by  management,  additional  inventory  markdowns  may  be required, which could
reduce  our  margins  and operating results.  Management records these inventory
markdowns  periodically  based  on  the  various assumptions, including customer
demand  and  preferences.  Our  success  is  largely dependent upon management's
ability  to  gauge  the  fashion tastes of our customers and provide merchandise
that  satisfies customer demand.  Any failure to provide appropriate merchandise
in  quantities  that  mirror demand could increase future inventory write-downs.
Additionally,  our  inventories  are  valued  using  the  retail method in North
America  and  Bijoux  and average cost in UK and France.  Fluctuations in demand
for  inventory  affect  the  value  of  our  inventory.

Asset  Impairment  -  We invest in property and equipment in connection with the
opening  and  remodeling  of  stores.  We  evaluate  the recoverability of these
assets  periodically  and  record  an impairment charge when we believe the cash
flow  may  not  be  sufficient to recover the assets.  Future adverse changes in
market conditions or poor operating results of underlying assets could result in
losses or an inability to recover the carrying value of the investments that may
not  be  reflected  in  an investment's current carrying value, thereby possibly
requiring  an  impairment  charge  in  the  future.

Goodwill  Impairment  -  We  periodically evaluate whether events and changes in
circumstances warrant recognition of an impairment loss of unamortized goodwill.
The  conditions  that  would  trigger  an  impairment  assessment of unamortized
goodwill  include  a  significant,  sustained  negative  trend  in our operating
results  or  cash  flows, a decrease in demand for our products, a change in the
competitive  environment  and  other  industry and economic factors.  We measure
impairment  of  unamortized  goodwill utilizing the discounted cash flow method.
The  estimated  discounted cash flows are then compared to our goodwill amounts.
If the unamortized balance of the goodwill exceeds the estimated discounted cash
flows,  the excess of the unamortized balance is written off.  Future cash flows
may  not  meet  projected  amounts,  which  could  result  in  impairment.

Intangible  Asset  Impairment  -  We  periodically  evaluate  whether events and
changes  in  circumstances  warrant  revised  estimates  of  the useful lives or
recognition of an impairment loss for intangible assets.  Future adverse changes
in  market  and legal conditions, or poor operating results of underlying assets
could  result  in  losses  or  an inability to recover the carrying value of the
intangible asset, thereby possibly requiring an impairment charge in the future.
The Company has concluded that certain intangible assets, comprised primarily of
lease  rights,  qualify as indefinite-life intangible assets.  Fair market value
of  the  lease  rights were determined through the use of third-party valuation.
In  addition,  we  make  investments  through  our international subsidiaries in
intangible  assets  upon  the  opening  and  acquisition  of  many  of our store
locations  in  Europe.  These  other  intangible  assets  which  are  subject to
amortization  are  amortized over the useful lives of the respective leases, not
to  exceed  25 years.  We evaluate the market value of these assets periodically
and  record  the  impairment  charge when we believe the asset has experienced a
decline  in  value  that  is  other  than  temporary.


                                       10
<PAGE>
Accounting  for Leases - We finance certain leasehold improvements and equipment
used  in  our  stores  through  transactions  accounted  for  as  non-cancelable
operating  leases.  As  a  result,  the  rental  expense  for  these  leasehold
improvements  and equipment is recorded during the term of the lease contract in
our  consolidated  financial statements, generally over four to seven years.  In
the  event  that any of the real property leases where leasehold improvements or
equipment  is  located that are subject to these non-cancelable operating leases
is  terminated  by  us or our landlord prior to the scheduled expiration date of
the  real property lease, we will be required to accrue all future rent payments
under  these  operating  leases  as a charge against our earnings in the year of
termination.

Deferred  Taxes  -  We  record  a valuation allowance to reduce our deferred tax
assets to the amount that is more likely than not to be realized.  The valuation
allowance  is  determined  based  on  estimates  by management of future taxable
income.  Our  estimates  of future taxable income can be affected by a number of
factors,  including  possible  tax  audits  or  general  economic  conditions or
competitive  pressures  that  could  affect our future taxable income.  While we
have  considered  future  taxable  income  and  ongoing prudent and feasible tax
planning  strategies  in  assessing  the  need for a valuation allowance, in the
event we were to determine that we would not be able to realize our deferred tax
assets  in  the  future, an adjustment to the valuation allowance would be made.
Likewise,  should  we determine that we would not be able to realize all or part
of  a  net  deferred  tax asset in the future, an adjustment to the deferred tax
asset  would  be  charged  to  income in the period such determination was made.
Recorded  within  our  financial  statements  is  a  valuation allowance of $5.2
million  at  November  1,  2003  due  to uncertainties related to the ability to
utilize  some  of  our  deferred  tax  assets,  consisting of net operating loss
carryforwards  of  $14.7  million  relating  to  the  operations  of our foreign
subsidiaries,  $14.2  million  of  which  have  indefinite  expiration, and $ .5
million  of  which  expire  in  Fiscal  2006.

Although  management  believes that the estimates discussed above are reasonable
and  the  related  calculations  conform  to  generally  accepted  accounting
principles,  actual  results  could  differ  from  these  estimates,  and  such
differences  could  be  material.

RESULTS  OF  OPERATIONS

The  operating  results  of Claire's Nippon Co., Ltd. (Nippon) are accounted for
under  the  equity method.  As a result, any losses incurred by Nippon in excess
of our investment and advances are not reflected in our income statement because
the  operations  are  not  part  of  our  consolidated  group in accordance with
generally accepted accounting principles.  Our portion of the earnings of Nippon
are  included  in  our  income  statement within the caption "Interest and other
income".  In  addition, the assets and liabilities of Nippon are not included in
our  consolidated  balance  sheets.  Under  the  equity  method,  our  original
investment  in Nippon was recorded at cost and has been adjusted periodically to
recognize  our  proportionate  share of earnings or losses from Nippon since the
acquisition  date.  As  of November 1, 2003 and November 2, 2002, our investment
in Nippon was carried at $ .8 million and zero, respectively on our consolidated
balance  sheet.

Our  fiscal  years  end on the Saturday closest to January 31.  As a result, our
Fiscal 2004 and Fiscal 2003 results consisted of 52 weeks.

Net  sales  for  the three months ended November 1, 2003 increased approximately
14.8%, or $34.1 million, over the comparable period ended November 2, 2002.  Net
sales  for the nine months ended November 1, 2003 increased approximately 13.2%,
or  $89.7  million,  over  the  comparable  period  ended November 2, 2002.  The
increases  for  the  three  and  nine  month  periods  resulted  primarily  from
same-store  sales increases of 8% and 7%, respectively, a weaker U.S. dollar and
an  increase  in  average  sales per store for new stores.  Same-store sales for
both periods in North America were driven by successful product offerings across
several  departments.  Same-store  sales  in  Europe  decreased by 1% during the
three  month  period and were even during the nine month period primarily due to
unseasonably  hot  weather  across Europe, which impacted consumer traffic and a
general weakness in the European retail environment. The average sales per store
in new stores increased during the three and nine month periods primarily due to
a  higher  percentage of our new stores being located in Europe, which typically
generate  higher  sales  per  store  than  our  stores  in  North  America.


                                       11
<PAGE>
Gross  profit  for  the  three months ended November 1, 2003 increased 21.0%, or
$24.2  million,  compared  to the three months ended November 2, 2002.  The 2.7%
increase as a percentage of sales was the result of improved merchandise margins
and leverage on occupancy costs, which are fixed in nature, made possible by the
same-store  sales  increases  during the period.  The higher merchandise margins
were  achieved  by  taking fewer markdowns during the quarter as customer demand
exceeded our plans and a higher initial mark-up at our Icing by Claire's stores.
Gross  profit  for  the  nine  months ended November 1, 2003 increased 19.8%, or
$66.4  million,  compared  to the comparable period ended November 2, 2002.  The
2.8%  increase  as  a  percentage  of  sales  was  primarily  caused  by  higher
merchandise margins, resulting from fewer markdowns during the nine months ended
November  1,  2003  as  discussed  above.

Selling, general and administrative expenses for the three months ended November
1,  2003  increased  8.9%,  or  $7.7 million, compared to the three months ended
November  2,  2002.  The  2.0%  decrease  as  a  percentage  of sales was caused
primarily  by  the effect of positive same-store sales during the quarter on our
store  payroll  and corporate overhead, partially offset by higher bonus expense
in  North  America  and  higher  expenses  related  to  the  building  of  our
infrastructure  in  our  European division.  Selling, general and administrative
expenses  for  the  nine months ended November 1, 2003 increased 10.7%, or $26.9
million, compared to the comparable period ended November 2, 2002.  The decrease
of  .8%  as  a  percentage  of  sales  was  primarily caused by the same factors
discussed  for  the  three  month  period.

Depreciation  and  amortization  for the three months ended November 1, 2003 was
$10.2 million as compared to $9.9 million for the three months ended November 2,
2002.  The  increase is primarily the result of higher foreign currency exchange
rates  due  to the weaker U.S. dollar during the period as compared to the prior
period.  Depreciation  and  amortization  for  the nine months ended November 1,
2003  was  $30.5  million as compared to $28.0 million for the nine months ended
November  2,  2002.  The  increase  was  also  primarily  due to the weaker U.S.
dollar.

Interest expense was $ .6 million and $2.0 million for the three and nine months
ended  November  1,  2003  as  compared to $1.2 million and $3.5 million for the
three  and  nine  months  ended November 2, 2002, respectively.  The decrease in
interest  expense  was  due  primarily  to  lower  interest  rates on our credit
facilities  and  lower  outstanding  debt  balances  during  the  period.

Interest  and  other  income was $1.2 million and $3.1 million for the three and
nine  months ended November 1, 2003 as compared to $ .8 million and $2.1 million
for  the three and nine months ended November 2, 2002. Included in the three and
nine  months  ended  November  1,  2003  was  $  .5  million  and  $ .8 million,
respectively,  of  equity  in the earnings of Nippon for the respective periods.

Our  effective tax rate was 29.4% and 35% and 32.9% and 35% during the three and
nine  month  periods, respectively, ended November 1, 2003 and November 2, 2002.
The Fiscal 2004 periods include a one-time benefit of approximately $2.0 million
attributable  to  a  recently  concluded  tax  examination that was settled more
favorably  than  anticipated.

In January 2002, our Board of Directors authorized the disposition of Lux Corp.,
which  represented  our  apparel segment.  On May 17, 2002, we sold the stock of
Lux  Corporation,  d/b/a  Mr.  Rags.  Through  the  date  of  disposition,  the
operations  of  Lux  Corp. were accounted for as a discontinued operation in our
consolidated financial statements.  In January 2003, Lux Corp. filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy  Court  for  the  Central District of California.  In April 2003, Lux
Corp. advised the Bankruptcy Court that it intended to liquidate its assets.  We
have been advised that Lux Corp. has closed all of its stores and liquidated its
inventories.  See  "Legal  Proceedings".


                                       12
<PAGE>
As  of  November  1, 2003, we remain as a guarantor on 12 real estate leases for
Mr.  Rags  store  locations  with  future rental payments of approximately $10.2
million.  As  of  November 1, 2003, we also had a contingent liability as lessee
under  a  master  lease  agreement on approximately $2.2 million of gross future
lease  payments  on operating leases for equipment and leasehold improvements of
Lux  Corp.  that were assigned to Lux Corp. at the time of the sale.  We entered
into a service agreement with the new owner of Lux Corp. in May 2002 under which
we  performed  certain  transition services for the benefit of Mr. Rags, with no
decision  making  authority.  The service agreement was for an initial period of
one  year,  with two three-month renewal options.  Lux Corp. has cancelled these
services effective May 31, 2003.  During the nine month period ended November 1,
2003,  we  have  received  approximately $.4 million for these services and have
included  this  amount  in  "interest  and  other  income"  within our Unaudited
Condensed  Consolidated  Statements  of  Operations  and  Comprehensive  Income.

QUARTERLY  INFORMATION  AND  SEASONALITY

The  specialty  retail  industry  is seasonal in nature and a disproportionately
higher  level of our revenues and earnings are generated in the fall and holiday
selling  seasons.  Our  working  capital  requirements  and inventories increase
substantially  in  the  third  quarter  in  anticipation  of the holiday selling
season.

LIQUIDITY  AND  CAPITAL  RESOURCES

In  connection  with  the  acquisition  of Afterthoughts in December of 1999, we
entered into a credit facility pursuant to which we financed $200 million of the
purchase  price  for  Afterthoughts.  The credit facility includes a $40 million
revolving line of credit which matures on December 1, 2004, and a $175.0 million
five  year  term  loan,  the first installment of which was paid on December 31,
2000, with future installments, thereafter, payable on a quarterly basis through
December  1,  2004.  The credit facility is prepayable without penalty and bears
interest  at  a  margin  of 100 basis points over the London Interbank Borrowing
Rate.  The  margin  is  adjusted  periodically  based  on  our performance as it
relates  to certain financial covenants.  On November 1, 2003, $25.0 million was
outstanding  on  this  line of credit, while $75.0 million was outstanding under
the  term  loan.  We  cannot re-borrow amounts repaid under the term loan.  As a
result,  we  have  no future availability under the term loan.  We can re-borrow
amounts  repaid  under the revolving line of credit, subject to the terms of the
credit  facility.  As  of November 1, 2003, we had $15.0 million of availability
under  the revolving line of credit.  We also had $1.8 million of issued letters
of  credit  which  are  supported  by  and  considered drawn against our line of
credit.

We  are  required  to  maintain  financial  ratios  under  our  credit facility.
Required  financial  ratios  include  fixed  charge coverage ratio, consolidated
leverage  ratio  and  current  ratio.  The  credit  facility also contains other
restrictive  covenants  which  limit,  among  other  things, our ability to make
dividend  distributions.  If  these  financial  ratios  and  other  restrictive
covenants are not maintained, our bank will have the option to require immediate
repayment of all amounts outstanding under the credit facility.  The most likely
result  would  require  us  to  either  renegotiate  certain terms of the credit
agreement,  obtain a waiver from the bank, or obtain a new credit agreement with
another  bank, which may contain different terms.  Also, on November 1, 2003, we
were  in  compliance  with  all  debt  covenants.

Our  cash  flow  from  operations,  together  with  our  cash balances, provides
adequate liquidity to meet our operational needs and debt obligations.  Cash and
cash equivalents totaled $213.4 million at November 1, 2003.

Net  cash  provided by operating activities from continuing operations was $77.8
million for the nine months ended November 1, 2003 compared to $68.8 million for
the  nine  months  ended  November  2,  2002.  The  primary  sources of net cash
provided  by  operating  activities  from continuing operations during the first
nine  months  of  Fiscal  2004  was  net income adjusted for non-cash items, the
increase  in  trade  accounts  payable of $15.0 million offset by an increase in
inventory  of  $30.9  million.


                                       13
<PAGE>
Inventory  at November 1, 2003 increased 36.6% compared to the inventory balance
at  the  end  of  Fiscal  2003.  This  increase  is  primarily  a  result of the
seasonally  adjusted  levels  of inventory that we carry to meet expected future
sales  demand.

Net cash used in investing activities of $44.4 million for the nine months ended
November  1,  2003  was  primarily capital expenditures of $38.6 million and the
purchase  of  intangible  assets  in  our  international  operations.

Net  cash  used  in  financing  activities was $16.5 million for the nine months
ended  November  1,  2003  as compared to $4.0 million for the nine months ended
November  2,  2002.  The cash used in financing activities during the first nine
months  of  Fiscal  2004  was primarily to fund $7.6 million of dividends on our
Class  A  Common  stock and Common stock, as well as reduce our term loan on our
Credit  Facility  by  $10.9  million.

For  the  nine  months ended November 1, 2003, we opened 39 stores and closed 16
stores  ending  the  quarter  with  2,971  stores.

We  believe  that  our significant cash balances, consistent ability to generate
cash  flow from operations and available funds under our credit facility will be
sufficient  to  fund  our  operations, repay debt and fund currently anticipated
capital  expenditure  plans  for  the  next  twelve  months.

During  the nine months ended November 1, 2003, the U.S. dollar weakened against
the  major  currencies  included in our consolidated financial statements.  As a
result,  the  cumulative  foreign  currency  translation  adjustment  increased
shareholders' equity by $7.7 million for the nine months ended November 1, 2003.

We  finance  certain  leasehold  improvements  and  equipment used in our stores
through  transactions  accounted  for  as non-cancelable operating leases.  As a
result,  the  rental  expense  for these leasehold improvements and equipment is
recorded  during  the  term  of  the lease contract in our financial statements,
generally  over  four  to  seven  years.  We have approximately $19.5 million of
future  obligations related to these operating leases, including obligations for
equipment  and  leasehold improvement leases assigned to Lux Corp.  In the event
that  any  of the real property leases where leasehold improvements or equipment
is  located  that  are  subject  to  these  non-cancelable  operating  leases is
terminated  by  us or our landlord prior to the scheduled expiration date of the
real  property  lease,  we may be required to pay all future rent payments under
these  operating  leases.  At  November  1,  2003,  we  had $ .4 million accrued
related to future payment obligations on leasehold improvement leases for closed
Claire's  Boutiques  stores.

Working  capital  at  November  1,  2003  was  $220.2 million compared to $180.6
million  at  February  1,  2003.  The  increase in working capital was primarily
attributable  to  an  increase in cash and cash equivalents of $17.9 million, an
increase  in  inventory,  net of trade accounts payable, of $16.3 million and an
increase  in  prepaid  expenses  primarily  in our International division mainly
consisting of occupancy costs which are paid quarterly and semi-annually in many
cases.  The  source  of  this  working capital was our earnings during the first
nine  months  of  the  year.

In  May  2003,  our  Board  of Directors authorized us to increase our quarterly
dividends  on our Class A Common stock from $.02 per share to $.03 per share and
from  $.04  per  share to $.06 per share on our Common stock.  In November 2003,
our  Board  of  Directors  declared  a two-for-one stock split on our Common and
Class  A  common  stock.  The  Board  also authorized us to maintain our current
dividend  per  share amounts. As a result, our total cash dividend payments will
effectively  be  doubled,  commencing  with the dividend payment on December 19,
2003,  to  shareholders  of  record  on  December  5,  2003.


                                       14
<PAGE>
FORWARD-LOOKING  STATEMENTS

The  Private  Securities Litigation Reform Act of 1995, or the "Act", provides a
safe  harbor  for "forward-looking statements" made by or on our behalf.  We and
our  representatives  may,  from  time  to  time,  make  written  or  verbal
forward-looking  statements,  including  statements  contained in this and other
filings  with  the Securities and Exchange Commission, in our press releases and
reports  to  shareholders.  All  statements which address operating performance,
events  or  developments  that we expect or anticipate will occur in the future,
including  statements  relating  to  new store openings, customer demand, future
operating  results, are forward-looking statements within the meaning of the Act
and  as  defined  in  Section  21E  of  the  Securities Exchange Act of 1934, as
amended.  The  forward-looking  statements are and will be based on management's
then  current  views  and  assumptions  regarding  future  events  and operating
performance and we assume no obligation to update any forward-looking statement.
Forward-looking  statements  involve  known  or unknown risks, uncertainties and
other  factors  which may cause our actual results, performance or achievements,
or  industry  results  to  be  materially  different  from  any  future results,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements.  Factors  that could cause or contribute to such differences include
but  are  not  limited  to:  fluctuations in sales and same-store sales results,
fashion  trends,  dependence  on  foreign  suppliers,  currency  fluctuations,
competition  from  other  retailers,  relationships  with  mall  developers  and
operators,  general  economic  conditions,  success  of  joint  ventures  and
relationships  with  and  reliance upon third parties, potential difficulties or
delays  in  identifying, attracting and retaining qualified individuals to serve
in  senior  management  positions,  uncertainties  generally  associated  with
specialty  retailing  and  distribution  of  merchandise,  and the other factors
referred  to  herein.  Additional  information  concerning  these  risks  and
uncertainties  is  contained  in  our  filings  with the Securities and Exchange
Commission, including our Annual Report on Form 10-K for the year ended February
1,  2003.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign  Currency
-----------------

We  are  exposed to market risk from foreign currency exchange rate fluctuations
on  the  U.S.  dollar value of foreign currency denominated transactions and our
investment  in  foreign  subsidiaries.  We  manage  this exposure to market risk
through  our  regular operating and financing activities.  During the first nine
months of Fiscal 2004, included in comprehensive income and stockholders' equity
is  $7.7 million reflecting the unrealized gain on foreign currency translation.
Based  on  our average net currency positions at November 1, 2003, the potential
gain  or  loss  due  to  a 10% adverse change on foreign currency exchange rates
would  be  significant  to  our  operations.

Interest  Rates
---------------

Our  exposure  to  market  risk  for changes in interest rates is limited to our
cash,  cash  equivalents  and debt.  Based on our average invested cash balances
and outstanding debt during the first nine months of Fiscal 2004, a 10% increase
in  the average effective interest rate in Fiscal 2004 would not have materially
impacted  our  annual  net  interest  expense  or  on  our  interest  income.

ITEM 4.  CONTROLS AND PROCEDURES

As  of  the  end  of  the  period  covered  by  this report, our acting Co-Chief
Executive  Officers  and  our  Chief  Financial  Officer  (collectively,  the
"certifying  officers")  have  evaluated  the  effectiveness  of  our disclosure
controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e)
under  the Exchange Act).  These disclosure controls and procedures are designed
to  ensure  that  the information required to be disclosed by us in our periodic
reports  filed  with  the  Commission  is  recorded,  processed,  summarized and
reported  within the time periods specified by the Commission's rules and forms,
and  that the information is communicated to the certifying officers on a timely
basis.

The  certifying  officers  concluded,  based  on  their  evaluation,  that  our
disclosure  controls and procedures are effective, taking into consideration the
size  and  nature  of  our  business  and  operations.

No  change  in  our  internal  control over financial reporting (as such term is
defined  in  Rules  13a-15(f) and 15d-15(f) of the Exchange Act) occurred during
the last fiscal quarter that has materially affected, or is reasonably likely to
materially  affect,  our  internal  control  over  financial  reporting.


                                       15
<PAGE>
                           PART II.  OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

On  November  7,  2003,  the  Official  Committee  of Unsecured Creditors of Lux
Corporation,  d/b/a  Mr. Rags, filed a complaint against us in the United States
Bankruptcy  Court for the Central District of California.  The complaint alleges
that  certain  purchase price payments made to us in connection with the sale of
the  stock  of  Lux  Corporation  in May 2002 should be repaid to the bankruptcy
estate  because  the  payments were preferences or fraudulent transfers, as such
terms are used under general bankruptcy laws.  We believe the claims are without
merit  and  intend  to  defend  the  litigation  vigorously.

We  are,  from  time  to  time, involved in routine litigation incidental to the
conduct  of our business, including proceedings to protect our trademark rights,
litigation  instituted  by  persons  injured upon premises under our control and
litigation  with present and former employees.  Although litigation with present
and  former  employees is routine and incidental to the conduct of our business,
like  any  business  employing significant numbers of employees, such litigation
can  result  in  large monetary awards when a civil jury is allowed to determine
compensatory  and/or punitive damages for actions claiming discrimination on the
basis  of  age,  gender,  race,  religion, disability of other legally protected
characteristic or for termination of employment that is wrongful or in violation
of  implied  contracts.  We  believe  that currently pending litigation will not
have  a  material  adverse  effect  on  our financial position, earnings or cash
flows.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               31.1 Certification  of Acting Co-Chief Executive Officer pursuant
                    to  Rule  13a-14(a)  and  15d-14(a).

               31.2 Certification  of Acting Co-Chief Executive Officer pursuant
                    to  Rule  13a-14(a)  and  15d-14(a).

               31.3 Certification  of  Chief  Financial Officer pursuant to Rule
                    13a-14(a)  and  15d-14(a).

               32.1 Certification  of Acting Co-Chief Executive Officer pursuant
                    to  18  U.S.C.  Section 1350, as adopted pursuant to Section
                    906  of  the  Sarbanes-Oxley  Act  of  2002.

               32.2 Certification  of Acting Co-Chief Executive Officer pursuant
                    to  18  U.S.C.  Section 1350, as adopted pursuant to Section
                    906  of  the  Sarbanes-Oxley  Act  of  2002.

               32.3 Certification  of  Chief  Financial  Officer  pursuant to 18
                    U.S.C.  Section  1350, as adopted pursuant to Section 906 of
                    the  Sarbanes-Oxley  Act  of  2002.

          (b)  Reports  on  Form  8-K

          Other  than  Current  Reports on Form 8-K under Item 12, which are not
          deemed  to  be  "filed" for purposes of the Securities Exchange Act of
          1934, as amended, the Company did not file any Current Reports on Form
          8-K  during  the  quarterly  period  ended  November  1,  2003.

ITEMS 2, 3, 4 AND 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.


                                       16
<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)

December 15, 2003                      /s/ Marla L. Schaefer
                                       ---------------------
                                       Marla L. Schaefer
                                       Acting Co-Chairman and Co-Chief
                                       Executive Officer and Vice Chairman of
                                       the Board

December 15, 2003                      /s/ E. Bonnie Schaefer
                                       ----------------------
                                       E. Bonnie Schaefer
                                       Acting Co-Chairman and Co-Chief
                                       Executive Officer and Vice Chairman of
                                       the Board

December 15, 2003                      /s/ Ira D. Kaplan
                                       -----------------
                                       Ira D. Kaplan
                                       Senior Vice President and Chief Financial
                                       Officer


                                       17
<PAGE>
                                INDEX TO EXHIBITS
                                -----------------



EXHIBIT  NO.     DESCRIPTION
------------     -----------

     31.1 Certification of  Acting  Co-Chief Executive Officer pursuant to Rule
          13a-14(a)  and  15d-14(a).
     31.2 Certification of  Acting  Co-Chief Executive Officer pursuant to Rule
          13a-14(a)  and  15d-14(a).
     31.3 Certification of  Chief  Financial Officer pursuant to Rule 13a-14(a)
          and  15d-14(a).
     32.1 Certification of  Acting  Co-Chief  Executive  Officer pursuant to 18
          U.S.C. Section  1350,  as  adopted  pursuant  to  Section  906 of the
          Sarbanes-Oxley  Act  of  2002.
     32.2 Certification of  Acting  Co-Chief  Executive  Officer pursuant to 18
          U.S.C. Section  1350,  as  adopted  pursuant  to  Section  906 of the
          Sarbanes-Oxley  Act  of  2002.
     32.3 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
          1350,  as  adopted  pursuant  to  Section  906  of  the Sarbanes-Oxley
          Act of 2002.



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