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     August  3,  2002
                                  ----------------------------------------------
     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)

          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)

                                 (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  August 30, 2002 was 45,957,810 and 2,822,656, respectively,
excluding  treasury  shares.


<PAGE>

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


                                                                            PAGE NO.
                                                                            --------

PART I.    FINANCIAL INFORMATION
--------------------------------
<S>                                                                           <C>

ITEM 1.  FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Balance Sheets at August 3, 2002 and
       February 2, 2002.                                                      3

Unaudited Condensed Consolidated Statements of Operations and
       Comprehensive Income (Loss) for the Three and Six Months Ended
       August 3, 2002 and August 4, 2001.                                     4

Unaudited Condensed Consolidated Statements of Cash Flows for the Six
       Months Ended August 3, 2002 and August 4, 2001.                        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                                                  14

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

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                14

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                                   15
</TABLE>


                                        2
<PAGE>

<TABLE>
<CAPTION>

                          PART I. FINANCIAL INFORMATION
                     CLAIRE'S STORES, INC. AND SUBSIDIARIES
                UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


                                                          AUG. 3,     FEB. 2,
                                                           2002        2002
                                                        ----------  ----------
                                                        (In thousands, except
                                                          share and per share
                                                               amounts)
ASSETS
Current assets:
<S>                                                     <C>         <C>
  Cash and cash equivalents                             $ 117,420   $  99,912
  Short-term investments                                        -       1,563
  Inventories                                              83,470      78,596
  Prepaid expenses and other current assets                52,913      34,353
                                                        ----------  ----------
        Total current assets                              253,803     214,424
                                                        ----------  ----------

Property and equipment:
  Land and building                                        17,984      17,984
  Furniture, fixtures and equipment                       198,545     187,565
  Leasehold improvements                                  144,017     136,422
                                                        ----------  ----------
                                                          360,546     341,971
  Less accumulated depreciation and amortization         (194,195)   (177,997)
                                                        ----------  ----------
                                                          166,351     163,974
                                                        ----------  ----------

Goodwill, net                                             196,074     193,140
Other assets                                               46,152      40,037
                                                        ----------  ----------
                                                          242,226     233,177
                                                        ----------  ----------

Total Assets                                            $ 662,380   $ 611,575
                                                        ==========  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt                     $  27,811   $  21,040
  Trade accounts payable                                   37,127      30,874
  Income taxes payable                                      5,172       4,800
  Accrued expenses                                         33,666      25,822
                                                        ----------  ----------
        Total current liabilities                         103,776      82,536
                                                        ----------  ----------

Long term liabilities:
  Long term debt                                          103,443     110,104
  Deferred credits                                         15,265      14,747
                                                        ----------  ----------
                                                          118,708     124,851
                                                        ----------  ----------

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 2,823,392
    shares and 2,830,819 shares, respectively                 141         142
  Common stock par value $.05 per share; authorized
    150,000,000 shares, issued 45,957,074  shares and
    45,949,647 shares, respectively                         2,298       2,297
  Additional paid-in capital                               29,871      29,871
  Accumulated other comprehensive loss                     (2,370)    (16,709)
  Retained earnings                                       410,408     389,039
                                                        ----------  ----------
                                                          440,348     404,640
  Treasury stock, at cost (109,882 shares)                   (452)       (452)
                                                        ----------  ----------
                                                          439,896     404,188
                                                        ----------  ----------
Total Liabilities and Stockholders' Equity              $ 662,380   $ 611,575
                                                        ==========  ==========

<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 (LOSS)


                                                        THREE MONTHS ENDED    SIX MONTHS ENDED
                                                       --------------------  -------------------
                                                         AUG. 3,   AUG. 4,     AUG. 3,   AUG. 4,
                                                          2002      2001       2002      2001
                                                       ---------  ---------  --------- ---------
                                                        (In thousands, except per share amounts)
<S>                                                     <C>       <C>        <C>       <C>
Net sales                                               $238,740  $221,312   $449,101  $434,189
Cost of sales, occupancy and buying expenses             121,110   127,009    228,890   233,687
                                                        --------- ---------  --------- ---------
Gross profit                                             117,630    94,303    220,211   200,502
                                                        --------- ---------  --------- ---------

Other expenses:
  Selling, general and administrative                     84,505    83,050    164,906   162,242
  Depreciation and amortization                            9,295    10,592     18,097    21,103
  Interest expense, net                                      744     1,925      1,374     4,119
                                                        --------- ---------  --------- ---------
                                                          94,544    95,567    184,377   187,464
                                                        --------- ---------  --------- ---------

  Income (loss) from continuing operations before
    income taxes                                          23,086    (1,264)    35,834    13,038

Income tax expense (benefit)                               8,008      (246)    12,475     4,828
                                                        --------- ---------  --------- ---------

  Income (loss) from continuing operations                15,078    (1,018)    23,359     8,210
                                                        --------- ---------  --------- ---------

Discontinued operation:
  (Loss) from discontinued operation of Lux Corp., less
    applicable income tax benefit of $0, $2,946, $0
    and $3,833, respectively                                   -    (4,910)         -    (6,389)
  Gain on disposal of Lux Corp., less applicable
    income taxes of $(1,078), $0, $(1,078) and $0,
    respectively                                           1,796         -      1,796         -
                                                        --------- ---------  --------- ---------
  Net gain (loss) from discontinued operation              1,796    (4,910)     1,796    (6,389)
                                                        --------- ---------  --------- ---------

  Net income (loss)                                       16,874    (5,928)    25,155     1,821

    Foreign currency translation adjustments              10,604    (1,397)    14,339    (7,475)
                                                        --------- ---------  --------- ---------
    Comprehensive income (loss)                         $ 27,478  $ (7,325)  $ 39,494  $ (5,654)
                                                        ========= =========  ========= =========

Net income (loss) per share:
  Basic:
    Income (loss) from continuing operations            $   0.31  $  (0.02)  $   0.48  $   0.17
                                                        --------- ---------  --------- ---------

    (Loss) from operations of discontinued operation           -     (0.10)         -     (0.13)
    Gain from disposal of discontinued operation            0.04         -       0.04         -
                                                        --------- ---------  --------- ---------
      Net gain (loss) from discontinued operation           0.04     (0.10)      0.04     (0.13)
                                                        --------- ---------  --------- ---------

Net income (loss) per share                             $   0.35  $  (0.12)  $   0.52  $   0.04
                                                        ========= =========  ========= =========
  Diluted:
    Income (loss) from continuing operations            $   0.31  $  (0.02)  $   0.48  $   0.17
                                                        --------- ---------  --------- ---------

    (Loss) from operations of discontinued operation           -     (0.10)         -     (0.13)
    Gain from disposal of discontinued operation            0.04         -       0.04         -
                                                        --------- ---------  --------- ---------
      Net gain (loss) from discontinued operation           0.04     (0.10)      0.04     (0.13)
                                                        --------- ---------  --------- ---------

Net income (loss) per share                             $   0.35  $  (0.12)  $   0.52  $   0.04
                                                        ========= =========  ========= =========

Weighted average number of shares outstanding:
  Basic                                                   48,671    48,671     48,671    48,670
                                                        ========= =========  ========= =========
  Diluted                                                 48,821    48,671     48,817    48,766
                                                        ========= =========  ========= =========
<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

                                                                   SIX MONTHS ENDED
                                                                 --------------------

                                                                  AUG. 3,     AUG. 4,
                                                                   2002        2001
                                                                 ---------  ---------
                                                                    (In thousands)
<S>                                                              <C>        <C>
Cash flows from operating activities:
  Net income                                                     $ 25,155   $  1,821
  Adjustments to reconcile net income to net cash
        provided by operating activities:
    Loss from discontinued operation, net of tax benefit                -      6,389
    Gain on disposal of discontinued operation, net of tax expense (1,796)         -
    Depreciation and amortization                                  18,097     21,103
    Loss on retirement of property and equipment                    1,377        855
  (Increase) decrease in -
    Inventories                                                    (2,989)     7,904
    Prepaid expenses and other assets                             (20,637)   (12,279)
  Increase (decrease) in -
    Trade accounts payable                                          4,821      9,581
    Income taxes payable                                            3,118     (2,057)
    Accrued expenses                                                6,777     (2,360)
    Deferred credits                                                  256       (599)
                                                                 ---------  ---------
Net cash provided by continuing operations                         34,179     30,358
Net cash provided by (used in) discontinued operations              2,147     (2,833)
                                                                 ---------  ---------
Net cash provided by operating activities                          36,326     27,525
                                                                 ---------  ---------

Cash flows from investing activities:
  Acquisition of property and equipment                           (16,988)   (16,390)
  Sale of short-term investments                                    1,563          -
  Capital expenditures of discontinued operations                    (352)      (591)
                                                                 ---------  ---------

Net cash used in investing activities:                            (15,777)   (16,981)
                                                                 ---------  ---------

Cash flows from financing activities:
Principal borrowings on lines of credit                               111      9,379
Principal payments on term loan                                         -     (5,000)
Proceeds from stock options exercised                                   -         45
Dividends paid                                                     (3,785)    (3,784)
                                                                 ---------  ---------

Net cash (used in) provided by financing activities                (3,674)       640
                                                                 ---------  ---------

Effect of foreign currency exchange rate changes on cash
and cash equivalents                                                  633     (3,259)
                                                                 ---------  ---------

Net increase in cash and cash equivalents                          17,508      7,925

Cash and cash equivalents at beginning of period                   99,912    111,860
                                                                 ---------  ---------

Cash and cash equivalents at end of period                       $117,420   $119,785
                                                                 =========  =========

<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 unaudited 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  2, 2002 filed with the Securities and Exchange Commission,
     including  Note 1 to the consolidated financial statements included therein
     which  discusses  consolidation  and  financial statement presentation. The
     preparation  of  financial statements in conformity with generally accepted
     accounting   principles   requires   the  Company  to  make  estimates  and
     assumptions. These estimates and assumptions affect the reported amounts of
     assets,  liabilities,  revenues,  expenses  and disclosure of gain and loss
     contingencies at the date of the financial statements. Actual results could
     differ  from those estimates and assumptions. Due to the seasonal nature of
     the  Company's business, the results of operations for the first six 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.  See Note 4.

2.   EARNINGS  PER  SHARE
     Basic net income per share is computed 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.  Options to purchase 450,500 shares and 524,870
     shares  of  common stock, at prices ranging from $20.38 to $30.25 per share
     and  $18.63  to  $30.25  per  share, respectively, were outstanding for the
     quarters  ended  August  3, 2002 and August 4, 2001, 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  quarter.  Options to purchase
     451,419  shares  and 532,120 shares of common stock, at prices ranging from
     $20.38  to  $30.25  per share and $18.63 to $30.25 per share, respectively,
     were  outstanding  for  the  six  months ended August 3, 2002 and August 4,
     2001,  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 six month
     period.

3.   NEW  ACCOUNTING  PRONOUNCEMENTS
     Effective  February  3,  2002,  the  Company adopted Statement of Financial
     Accounting  Standards  No. 142 ("SFAS 142"), "Goodwill and Other Intangible
     Assets."  In  accordance  with  SFAS 142, the Company ceased amortizing its
     goodwill  effective February 3, 2002. The Company recorded $2.2 million and
     $4.4 million of amortization during the second quarter and six months ended
     August 4, 2001, respectively, and would have recorded $2.2 million and $4.4
     million  of  amortization  during  the  second quarter and six months ended
     August  3,  2002,  respectively.  Net  (loss)  income for the three and six
     months ended August 4, 2001 would have been $(4.5) million and $4.7 million
     or  ($0.09)  and  $0.10  per  diluted share, respectively, without goodwill
     amortization  expense  during  those  periods.  The  Company had $196.1 and
     $193.1  million  of  unamortized goodwill at August 3, 2002 and February 2,
     2002,  respectively.


                                        6
<PAGE>


     SFAS  142  required the Company upon its adoption to reassess the value of,
     and  useful  lives  assigned  to,  intangible  assets including goodwill to
     determine  whether  the value of one or more intangible assets is impaired.
     The  first  step  of  this impairment test required the Company, within the
     first  six  months  of  Fiscal  2003,  to  determine  the fair value of the
     reporting  unit,  as  defined  by  SFAS 142, and compare it to the carrying
     value of the net assets allocated to the reporting unit. If this fair value
     exceeded  the carrying value, no further analysis was required. If the fair
     value  of  the  reporting  unit was less than the carrying value of the net
     assets,  the  Company  was  required  to perform step two of the impairment
     test,  which required the Company to allocate the implied fair value of the
     reporting  unit  to  all  underlying assets and liabilities, including both
     recognized  and unrecognized tangible and intangible assets, based on their
     fair  value.  The Company performed a transitional goodwill impairment test
     as  required  and  has  determined  that  no goodwill impairment existed at
     February  3,  2002.  The Company has also evaluated the lives of all of its
     intangible  assets.  As  a  result  of  this  evaluation,  the  Company has
     determined  that  none  of its intangible assets, other than goodwill, have
     indefinite  lives  and  that  the  existing  useful  lives are appropriate.

     SFAS 142 also requires the Company to perform a goodwill impairment test on
     an  annual  basis. Any impairment charges resulting from the application of
     this  test  in  the  future  would  be  immediately recorded as a charge to
     earnings  in  the  Company's  statement  of  operations.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
     Impairment  or  Disposal  of Long-Lived Assets". This statement retains the
     requirements  of  SFAS  No. 121 to (a) recognize an impairment loss only if
     the  carrying  amount  of  a  long  lived asset is not recoverable from its
     discounted  cash flows and (b) measure an impairment loss as the difference
     between  the  carrying  amount  and fair value of the asset. This statement
     requires  that  a long-lived asset to be abandoned, exchanged for a similar
     productive asset, or distributed to owners in a spin-off be considered held
     and  used  until  it  is  disposed  of.  This  statement  requires that the
     depreciable  life of a long-lived asset to be abandoned be revised and that
     an  impairment  loss  be  recognized  at  the  date  a  long-lived asset is
     exchanged  for  a  similar  productive  asset or distributed to owners in a
     spin-off  if  the  carrying amount of the asset exceeds its fair value. The
     accounting  model  for  long-lived assets to be disposed of by sale is used
     for  all  long-lived  assets,  whether  previously  held  and used or newly
     acquired.  That  accounting model measures a long-lived asset classified as
     held  for  sale at the lower of its carrying amount or fair value less cost
     to  sell  and  requires  depreciation (amortization) to cease. Discontinued
     operations  are  no  longer  measured  on a net realizable value basis, and
     future  operating  losses  are no longer recognized before they occur. This
     statement  retains  the  basic  provisions  of  Accounting Principles Board
     Opinion  30  for  the presentation of discontinued operations in the income
     statement  but  broadens  that  presentation  to  include a component of an
     entity  (rather  than  a  segment  of a business). A component of an entity
     comprises  operations  and  cash  flows  that can be clearly distinguished,
     operationally  and  for  financial reporting purposes, from the rest of the
     entity.  A  component  of  an entity that is classified as held for sale or
     that  has  been disposed of is presented as a discontinued operation if the
     operations  and  cash  flows  of  the  component  will  be  (or  have been)
     eliminated  from  the  ongoing operations of the entity and the entity will
     not  have  any  significant continuing involvement in the operations of the
     component. The Company adopted SFAS 144 on February 3, 2002. Management has
     determined  that the adoption of SFAS 144 did not have a material effect on
     the  Company's  financial  statements.

     In  June  2002,  the  FASB issued Statement No. 146 ("Costs Associated with
     Exit or Disposal Activities"). This Statement requires that a liability for
     a  cost associated with an exit or disposal activity be recognized when the
     liability  is  incurred  compared  to  prior literature, which recognized a
     liability  when  the  entity committed to an exit plan. Management believes
     that  this  Statement  will  not  have  a  material impact on the Company's
     financial  statements;  however,  the  Statement will result in a change in
     accounting  policy  associated  with  the  recognition  of  liabilities  in
     connection  with  future  restructuring  charges.


                                        7
<PAGE>


4.   DISCONTINUED  OPERATION
     In  January  2002,  the  Company's   Board  of  Directors  authorized   the
     disposition of the Mr. Rags stores, which represented the Company's apparel
     segment.  In  connection  with the plan to dispose of Mr. Rags, the Company
     recorded  a  loss  on disposal of Lux Corp., net of tax of $12.9 million in
     the  consolidated  financial statements as of February 2, 2002. Included in
     the  loss  on disposal was an estimate of proceeds from the sale of closing
     date  inventory  of  $4.4  million, net of tax and an estimate of operating
     losses  of  Mr. Rags during the six month phase out period of $2.5 million,
     net of tax. On May 17, 2002, the Company sold the stock of Lux Corporation,
     d/b/a  Mr.  Rags  for  (i)  an initial payment of $5 million, (ii) deferred
     payments  to  be  paid  aggregating  $10 million payable as 1% of net sales
     during  the  first year and 2% of net sales thereafter, and (iii) an amount
     to  be  paid equal to approximately 48% of the gross sales of the inventory
     of  Mr.  Rags  as of the closing date. Through the date of disposition, the
     operations  of  Mr.  Rags were accounted for as a discontinued operation in
     the  Company's  unaudited  condensed consolidated financial statements. The
     deferred  payments  aggregating  $10  million  were  not  included  in  the
     Company's  estimate  of  loss on disposition as the timing and amount could
     not  be  reasonably  estimated  due  to  the  uncertainty  of the financial
     condition  of  the  acquired  business. In order to conform to the separate
     presentation  of  the  net  assets  and  operating results of Mr. Rags as a
     discontinued operation, certain prior period amounts have been reclassified
     to  conform  to  current  period  presentation.

     During  the  three  months  ended  August  3,  2002,  the  Company recorded
     approximately  $1.8 million, net of tax, gain on disposal of Mr. Rags. This
     gain  represents proceeds in excess of the Company's original estimates for
     the  sale of the closing date inventory of Mr. Rags of $1.3 million, net of
     tax,  and  $  .5 million net of tax, of operating losses of Mr. Rags during
     the  phase  out  period  below  the  Company's  original  estimates

     The  Company  remains  as  a  guarantor  on  12  operating leases for store
     locations  and  $5.7  million  in  gross future lease payments on operating
     leases  for  equipment  and leasehold improvements of Lux Corp. The Company
     has  also  entered  into a service agreement with the new owner of Mr. Rags
     under  which  the  Company will perform certain administrative services for
     the  benefit  of Mr. Rags, for an initial period of one year. The agreement
     can be cancelled by either party upon written notice in accordance with the
     terms  of  the  service  agreement.  As  of August 3, 2002, the Company has
     received approximately $500,000 for these services and has included them in
     its  statement  of  operations  as  a  reduction  of  selling,  general and
     administrative  expenses.

5.   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 from
     continuing  operations  for  the  periods  presented  were  as  follows:

<TABLE>
<CAPTION>
                  THREE MONTHS ENDED    SIX MONTHS ENDED
                  ------------------  -------------------
                   AUG. 3,    AUG. 4,   AUG. 3,   AUG. 4,
                    2002       2001      2002      2001
                  --------- --------- ---------  --------
<S>               <C>       <C>       <C>       <C>
North America     $177,014  $170,796  $339,968  $343,343
International       61,726    50,516   109,133    90,846
                  --------- --------- --------- ---------
   Total          $238,740  $221,312  $449,101  $434,189
                  ========= ========= ========= =========
</TABLE>


                                        8
<PAGE>


     Income  (loss) from continuing operations for the periods presented were as
     follows:


<TABLE>
<CAPTION>

                 THREE MONTHS ENDED    SIX MONTHS ENDED
                 -------------------  -------------------

                   AUG. 3,   AUG. 4,    AUG. 3,   AUG. 4,
                    2002      2001       2002      2001
                 --------- ---------  --------- ---------
<S>              <C>       <C>        <C>       <C>
North America    $ 10,601  $ (6,858)  $ 18,925  $    477
International       4,477     5,840      4,434     7,733
                 --------- ---------  --------- ---------
  Total          $ 15,078  $ (1,018)  $ 23,359  $  8,210
                 ========= =========  ========= =========
</TABLE>


6.   STATEMENTS  OF  CASH  FLOWS
     Payments  of  income taxes were $12.8 million and $12.0 million for the six
     months  ended  August 3, 2002 and August 4, 2001, respectively. Payments of
     interest were $2.0 million and $6.8 million for the six months ended August
     3,  2002  and  August  4,  2001,  respectively.

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

We  are  a leading mall-based retailer of popular-priced fashion accessories for
pre-teens  and  teenagers   through  our  wholly-owned   subsidiaries,  Claire's
Boutiques,  Inc.,  which  also  operates  through  its  Icing by Claire's stores
(formerly  Afterthoughts),  Claire's  Puerto  Rico Corp., Claire's Canada Corp.,
Claire's  Accessories  UK  Ltd., Bijoux One Trading AG (Bijoux), Claire's France
and  through  our  50%-owned  joint  venture  Claire's  Nippon  Co., Ltd. We are
primarily  organized  based  on  our geographic markets, which include our North
American  operations  and  our  international  operations.

As  of  August  3, 2002, we operated a total of 2,893 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 2, 2002 as Fiscal
2002,  and  the  current  fiscal  year  ending  February 1, 2003 as Fiscal 2003.

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.


                                        9
<PAGE>


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   SIX MONTHS ENDED
                                                 ------------------  ------------------

                                                  AUG. 3,   AUG. 4,   AUG. 3,   AUG. 4,
                                                   2002      2001      2002      2001
                                                 --------  --------  --------  --------
<S>                                              <C>       <C>       <C>       <C>
Net sales                                          100.0%    100.0%    100.0%    100.0%
Cost of sales, occupancy and buying expenses        50.7      57.4      51.0      53.8
                                                 --------  --------  --------  --------
Gross profit                                        49.3      42.6      49.0      46.2
                                                 --------  --------  --------  --------

Other expenses:
Selling, general and administrative                 35.4      37.5      36.7      37.4
Depreciation and amortization                        3.9       4.8       4.0       4.9
Interest expense, net                                0.3       0.9       0.3       0.9
                                                 --------  --------  --------  --------
                                                    39.6      43.2      41.1      43.2
                                                 --------  --------  --------  --------
Income (loss) from continuing operations before
income taxes                                         9.7      (0.6)      8.0       3.0

Income taxes                                         3.4      (0.1)      2.8       1.1
                                                 --------  --------  --------  --------
Income (loss) from continuing operations             6.3      (0.5)      5.2       1.9
                                                 ========  ========  ========  ========
</TABLE>

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. Accordingly the operating
results  of  Nippon are not included in the following analysis. In addition, the
assets  and liabilities of Nippon are not included in our condensed consolidated
balance  sheets.  Under the equity method, our original investment in Nippon was
recorded  at  cost  and   had  been  adjusted   periodically  to  recognize  our
proportionate  share  of  earnings  or  losses from Nippon since the acquisition
date. In May 2002, we made an additional investment in Nippon  of  approximately
$ .8 million.

Net  sales for the three months ended August 3, 2002 increased approximately 8%,
or $17.4 million, over the comparable period ended August 4, 2001.  The increase
for  the  period  resulted primarily from a same-store sales increase during the
period  of  4%  and  an increase in average sales per store for new stores.  The
average sales per store in new stores increased during the quarter 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.  Net
sales  for  the  six  months ended August 3, 2002 increased approximately 3%, or
$14.9  million,  over  the comparable period ended August 4, 2001.  The increase
for  the period resulted primarily from a same-store sales increase of 1% and an
increase  in  average  sales  per  store  for  new  stores.

Gross  profit  for  the  three  months  ended August 3, 2002 increased 6.7% as a
percentage of sales, or $23.3 million, compared to the three months ended August
4,  2001.  The  increase as a percentage of sales was primarily caused by higher
merchandise  margins.  The  higher  merchandise  margins were achieved by taking
fewer  markdowns  during  the  quarter as we maintained inventory levels in line
with expected customer demand.  During the three months ended August 4, 2001, we
incurred  approximately  $15  million,  at cost, of merchandise markdowns due to
slow  moving  inventory.  Gross  profit  for the six months ended August 3, 2002
increased  2.8%  as  a  percentage  of  sales, or $19.7 million, compared to the
comparable  period  ended August 4, 2001.  The increase as a percentage of sales
was  primarily  caused  by  higher  merchandise  margins,  resulting  from fewer
markdowns  during  the  six  months  ended  August  3,  2002 as discussed above.


                                       10
<PAGE>


Selling,  general  and administrative expenses for the three months ended August
3,  2002  decreased  2.1% as a percentage of sales, compared to the three months
ended  August  4,  2001.  The  decrease  as  a  percentage  of  sales was caused
primarily  by  the effect of positive same-store sales during the quarter on our
corporate overhead.  Selling, general and administrative expenses increased $1.5
million,  or  2%  over the comparable period.  We achieved this limited increase
primarily as a result of expense management controls employed during the quarter
in  areas  such  as  store payroll and advertising partially offset by a non-tax
deductible  bonus  of $1 million paid to our chairman related to the disposition
of  Mr.  Rags.  Selling,  general and administrative expenses for the six months
ended  August  3,  2002  decreased .7% as a percentage of sales, compared to the
comparable  period  ended  August  4,  2001.  These  expenses  increased by $2.7
million,  or 1.6% over the comparable period.  We achieved this limited increase
primarily  as  a  result  of  expense management controls in areas such as store
payroll  and  advertising.

Depreciation and amortization for the three months ended August 3, 2002 was $9.3
million  as compared to $10.6 million for the three months  ended August 4, 2001
The  decrease  of  $1.3 million was due to goodwill no longer being amortized in
accordance  with  the  provisions  of  SFAS  No.  142,   offset  by   additional
depreciation  on  capital  expenditures  since  August 4, 2001. We recorded $2.2
million  of  amortization  of  goodwill  during the three months ended August 4,
2001.  Our  net  loss  would  have  been $4.5 million or $ .09 per diluted share
without  goodwill  amortization  expense  during  that  period. Depreciation and
amortization  for  the  six  months  ended  August  3, 2002 was $18.1 million as
compared  to $21.1 million for the six months ended August 4, 2001. The decrease
of  $3.0  million  was  due  to  goodwill  no  longer being amortized, offset by
additional  depreciation  on capital expenditures made since August 4, 2001. Our
net  income  would  have  been  $4.7  million, or $.10 per diluted share without
goodwill  amortization  expense  during  that  period.

Interest  expense,  net  was $ .7 million and $1.4 million for the three and six
months  ended August 3, 2002, respectively, as compared to $1.9 million and $4.1
million  for  the  three  and six months ended August 4, 2001, respectively. The
$1.2  million  and  $2.7  million  decrease  in  interest  expense,  net was due
primarily to lower interest rates on our credit facilities and lower outstanding
debt  balances  during  the  period.

Our  effective  tax  rate  was  35%  during the periods ended August 3, 2002 and
August  4,  2001.

In  January 2002, we announced our decision to discontinue the operations of Lux
Corp.  (Mr. Rags), which represented our apparel segment. In connection with the
plan  to dispose of Mr. Rags, we recorded a loss, net of tax of $12.9 million in
our  consolidated  financial  statements as of February 2, 2002. Included in our
loss  on  disposal  was  an  estimate  of proceeds from the sale of closing date
inventory of $4.4 million, net of tax and an estimate of operating losses of Mr.
Rags  during  the six month phase out period of $2.5 million, net of tax. On May
17,  2002,  we  completed  the sale of Mr. Rags for (i) an initial payment of $5
million, (ii) deferred payments to be paid aggregating $10 million payable as 1%
of  net sales during the first year and 2% of net sales thereafter, and (iii) an
amount to be paid equal to approximately 48% of the gross sales of the inventory
of  Mr. Rags as of the closing date. Through the date of sale, the operations of
Mr.  Rags  were  accounted  for  as  a  discontinued  operation in our unaudited
condensed  consolidated  financial statements. The deferred payments aggregating
$10  million were not included in our estimate of loss on sale as the timing and
amount could not be reasonably estimated due to the uncertainty of the financial
condition of the acquired business. We recorded a net loss from the operation of
Mr.  Rags  of approximately $4.9 million, net of tax, for the three months ended
August  4,  2001. See Note 4 to our Condensed Consolidated Financial Statements.

During  the  three  months  ended August 3, 2002, we recorded approximately $1.8
million, net of tax, gain on disposal of Mr. Rags. This gain represents proceeds
in  excess  of our original estimates for the sale of the closing date inventory
of  Mr.  Rags  of  $1.3  million,  net  of  tax, and $ .5 million net of tax, of
operating  losses  of  Mr.  Rags  during the phase out period below our original
estimates.


                                       11
<PAGE>


We  remain  as  a  guarantor on 12 operating leases for store locations and $5.7
million  in  gross  future  lease payments on operating leases for equipment and
leasehold  improvements  of  Mr.  Rags.  We  have  also  entered  into a service
agreement  with  the  new  owner of Mr. Rags under which we will perform certain
administrative  services  for  the benefit of Mr. Rags, for an initial period of
one  year. The agreement can be cancelled by either party upon written notice in
accordance  with  the  terms  of the service agreement. As of August 3, 2002, we
have  received  approximately $500,000 for these services and have included them
in  our  statement  of  operations  as  a  reduction  of  selling,  general  and
administrative  expenses.

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 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 125 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 August 3, 2002, approximately $25 million was
outstanding on this line of credit, while $105 million was outstanding under the
term  loan.  Also,  on August 3, 2002, the borrowings under this credit facility
were  in  compliance with all debt covenants. 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 August 3, 2002, we had $14
million  of  availability  under  the  revolving  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  and  repurchase  shares  of  our Common stock. 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.

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  $117.4  million  at  August  3,  2002.

Net  cash  provided by operating activities from continuing operations was $34.2
million  for  the  six months ended August 3, 2002 compared to $30.4 million for
the six months ended August 4, 2001. The primary sources of net cash provided by
operating  activities  from  continuing  operations  was  income from continuing
operations,  adjusted  for  non-cash items. Included within net cash provided by
operating  activities  for  the period was $20.6 million of cash used to fund an
increase  in  prepaid  and  other assets primarily due to the timing of rent and
property  tax  payments  internationally.


                                       12
<PAGE>


Inventory  at  August  3, 2002 increased 6% compared to the inventory balance at
the end of our February 2, 2002 fiscal year. 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 $15.8 million for the six months ended
August  3,  2002  was  primarily  as  a  result of capital expenditures of $17.3
million  offset  by  the  sale  of  short-term  investments

Net  cash used in financing activities was $3.7 million for the six months ended
August  3,  2002 as compared to $.6 million provided by financing activities for
the  six  months  ended  August  4,  2001. The cash used in financing activities
during  the first six months of Fiscal 2003 was to fund dividends on our Class A
and Common stock. Included within the $.6 million during the first six months of
Fiscal  2002  was  approximately $5.0 million of debt re-payments offset by $9.4
million  of  additional  borrowings on our existing credit lines, in addition to
the  dividends  paid  during  that  period.

For  the  six  months  ended  August  3, 2002, we opened 91 stores and closed 73
stores  ending  the  quarter  with  2,893  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,  debt  and  currently anticipated capital
expenditure  plans  for  Fiscal  2003.

During the six months ended August 3, 2002, 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  $14.3  million  for  the  six  months  ended  August  3,  2002.

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  and  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 and 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. These
statements  may  also be identified by their use of forward-looking terminology,
such  as  "believes,"  "expects,"  "may,"  "should," "would," "will," "intends,"
"plans," "estimates," and "anticipates." 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, 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,  and  uncertainties  generally  associated  with
specialty  retailing.  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
2,  2002.


                                       13
<PAGE>


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, but currently do not use
foreign  currency  purchased  put options or foreign exchange forward contracts.
During the first six months of Fiscal 2003, included in comprehensive income and
stockholders'  equity is $14.3 million reflecting the unrealized gain on foreign
currency  translation.  Based on our average net currency positions at August 3,
2002, the potential gain or loss due to a 10% adverse change on foreign currency
exchange  rates  could  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 six months of Fiscal 2003, a 10% increase in
the  average  effective  interest rate during the remainder of Fiscal 2003 would
not  have  materially  impacted  our  annual  net  interest  expense.

PART  II.  OTHER  INFORMATION

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

The Company's  2002  Annual Meeting  of Shareholders (the "Annual Meeting")  was
held  on  June  27, 2002  in  New  York  City to act on the  election  of  seven
directors to serve,  each  for  a  one-year  term.

Proxies  for  the Annual Meeting were solicited pursuant to Regulation 14A under
the  Securities  Exchange Act of 1934, as amended, and there was no solicitation
in  opposition  to  the  Company's  solicitation.

At  the  Annual  Meeting,  each holder of record of Common Stock, $.05 par value
(the "Common Stock") and Class  A Common  Stock,  $.05 par value  (the "Class  A
Common Stock"),  of the Company at the close of business on April 26, 2002  (the
"Record Date")  was  entitled to vote, in person or by proxy, one vote for  each
share of Common  Stock and ten votes for each share of Class A Common Stock,  as
the case may  be, held  by such holder.  As of the Record Date, the Company  had
outstanding 45,952,920  shares of Common Stock and 2,824,637  shares of Class  A
Common Stock,  which  in  the  aggregate  were  entitled  to  74,199,290   votes

The  holders  of  record  of  shares  of  Common  Stock and Class A Common Stock
entitled  to  65,591,394  votes  were either present in person or represented by
proxy,  and  constituted  a quorum for the transaction of business at the Annual
Meeting.

All  of  the  Company's  nominees for directors were elected to serve a one-year
term  by more than the required plurality of affirmative votes of the holders of
Common  Stock  (one  vote  per  share)  and  Class A Common Stock (ten votes per
share),  voting  together  as  a  single  class:

<TABLE>
<CAPTION>
DIRECTOR NOMINEE         VOTES FOR      VOTES WITHHELD
----------------         ----------     --------------
<S>                      <C>         <C>

Rowland Schaefer         58,844,381       6,747,013
Ira D. Kaplan            58,881,266       6,710,128
Bruce G. Miller          63,583,380       2,008,014
Irwin L. Kellner, Ph.D.  64,139,245       1,452,149
Steven H. Tishman        64,147,588       1,443,806
Marla L. Schaefer        58,821,529       6,769,865
E. Bonnie Schaefer       59,158,521       6,432,873
</TABLE>


                                       14
<PAGE>


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
          (a)  Exhibits

               Certification  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

               1.   Form  8-K  filed with the Securities and Exchange Commission
                    on  June  3,  2002 to report an Item 2 event (Acquisition or
                    Disposition  of Assets) relating to the sale of stock of Lux
                    Corp.

               2.   Form  8-K  filed with the Securities and Exchange Commission
                    on  June  27,  2002 to report an Item 9 event (Regulation FD
                    Disclosure).

               3.   Form  8-K  filed with the Securities and Exchange Commission
                    on  July  22,  2002 to report an Item 9 event (Regulation FD
                    Disclosure).

ITEMS  1,  2,  3  AND  5  ARE  NOT  APPLICABLE  AND  HAVE  BEEN  OMITTED.


                                       15
<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:  September  13,  2002                      /s/  Ira  D.  Kaplan
                                                 --------------------
                                                 Ira  D.  Kaplan
                                                 Senior  Vice  President and
                                                 Chief  Financial  Officer

                                  CERTIFICATION

I,  Rowland   Schaefer,  Chief  Executive  Officer   of  Claire's  Stores,  Inc.
(the "Company"),  certify  that:

1.     I  have  reviewed  this  quarterly  report  on  Form 10-Q of the Company;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
quarterly  report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial condition, results  of operations and cash flows of the
Company  as  of,  and  for,  the  periods  presented  in  this quarterly report.


Date:  September  13,  2002                      /S/  ROWLAND  SCHAEFER
                                                 ----------------------
                                                 Rowland  Schaefer
                                                 Chief  Executive  Officer

                                  CERTIFICATION

I,  Ira  D.  Kaplan,  Chief  Financial  Officer  of  Claire's  Stores,  Inc.
(the "Company"),  certify  that:

1.     I  have  reviewed  this  quarterly  report  on  Form 10-Q of the Company;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
quarterly  report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
Company  as  of,  and  for,  the  periods  presented  in  this quarterly report.

Date:  September  13,  2002                      /S/  IRA  D.  KAPLAN
                                                 --------------------
                                                 Ira  D.  Kaplan
                                                 Chief  Financial  Officer

EXPLANATORY  NOTE  REGARDING  CERTIFICATIONS:  Representations 4, 5 and 6 of the
Certifications  as  set  forth  in  this  quarterly  report  have  been omitted,
consistent  with  the  Transition  Provisions  of  SEC  Exchange Act Release No.
34-46427.


                                       16
<PAGE>