AMENDMENT NO. 1 TO
                                    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                November  3,  2001
                                  ----------------------------------------------

                                       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 November 30, 2001 was 45,946,797 and 2,833,669, 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 November 3, 2001 and
     February 3, 2001.                                               3

Condensed Consolidated Statements of Operations and
     Comprehensive Income (Loss) for the Three and Nine
     Months Ended November 3, 2001 and October 28, 2000.             4

Condensed Consolidated Statements of Cash Flows for the Nine
     Months Ended November 3, 2001 and October 28, 2000.             5

Notes to Condensed Consolidated Financial Statements                 6

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

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


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                          10
</TABLE>


                                        2
<PAGE>

<TABLE>
<CAPTION>
                         PART I.  FINANCIAL INFORMATION
                     CLAIRE'S STORES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                                         NOV. 3,     FEB. 3,
                                                           2001        2001
                                                        ----------  ----------
                                                            (In thousands)
ASSETS
Current assets:
<S>                                                     <C>         <C>
  Cash and cash equivalents                             $ 124,418   $ 111,663
  Inventories                                             122,877     112,104
  Prepaid expenses and other current assets                42,673      36,012
                                                        ----------  ----------
       Total current assets                               289,968     259,779
                                                        ----------  ----------

Property and equipment:
  Land and building                                        17,979      17,765
  Furniture, fixtures and equipment                       198,972     180,147
  Leasehold improvements                                  133,359     133,522
                                                        ----------  ----------
                                                          350,310     331,434
  Less accumulated depreciation and amortization         (181,305)   (160,317)
                                                        ----------  ----------
                                                          169,005     171,117
                                                        ----------  ----------

  Goodwill, net                                           196,649     204,269
  Other assets                                             36,484      33,369
                                                        ----------  ----------

                                                        $ 692,106   $ 668,534
                                                        ==========  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt                     $  33,789   $  31,263
  Trade accounts payable                                   67,167      30,848
  Income taxes payable                                          -       2,313
  Dividends payable                                             -       1,916
  Accrued expenses                                         29,504      33,757
                                                        ----------  ----------
       Total current liabilities                          130,460     100,097
                                                        ----------  ----------

Long term liabilities:
  Long term debt                                          151,278     151,374
  Deferred credits                                         17,157      17,363
                                                        ----------  ----------
                                                          168,435     168,737
                                                        ----------  ----------
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 2,833,921
    shares and 2,846,354 shares                               142         142
  Common stock par value $.05 per share; authorized
    150,000,000 shares, issued 45,946,545 shares and
    45,930,363 shares                                       2,297       2,297
  Additional paid-in capital                               29,870      29,825
  Accumulated other comprehensive income                  (14,195)     (7,221)
  Retained earnings                                       375,549     375,109
                                                        ----------  ----------
                                                          393,663     400,152
  Treasury stock, at cost (109,882 shares)                   (452)       (452)
                                                        ----------  ----------
                                                          393,211     399,700
                                                        ----------  ----------
Commitments and contingencies
                                                        $ 692,106   $ 668,534
                                                        ==========  ==========
</TABLE>

See  accompanying  notes  to  condensed  consolidated  financial  statements.


                                        3
<PAGE>

<TABLE>
<CAPTION>
                                    CLAIRE'S STORES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                                                  (Unaudited)

                                                 THREE MONTHS ENDED     NINE MONTHS ENDED
                                               --------------------    ---------------------
                                                 NOV. 3,    OCT. 28,    NOV. 3,     OCT. 28,
                                                  2001       2000        2001        2000
                                               ---------   ---------   ---------   ---------
                                                               (In thousands)
<S>                                            <C>         <C>         <C>         <C>
Net sales                                      $233,950    $247,536    $713,213    $731,518
Cost of sales, occupancy and buying expenses    129,647     127,505     404,070     380,951
                                               ---------   ---------   ---------   ---------
Gross profit                                    104,303     120,031     309,143     350,567
                                               ---------   ---------   ---------   ---------

Other expenses:
  Selling, general and administrative            87,946      84,974     263,691     256,685
  Depreciation and amortization                  11,410      11,079      33,571      32,785
  Interest expense, net                           1,295       2,674       5,414       7,016
                                               ---------   ---------   ---------   ---------
                                                100,651      98,727     302,676     296,486
                                               ---------   ---------   ---------   ---------

  Income before income taxes                      3,652      21,304       6,467      54,081

Income taxes                                      1,272       7,460       2,267      19,131
                                               ---------   ---------   ---------   ---------

  Net income                                      2,380      13,844       4,200      34,950
                                               ---------   ---------   ---------   ---------

Other comprehensive income (loss):
  Foreign currency translation adjustments          501      (3,831)     (6,974)     (9,056)
                                               ---------   ---------   ---------   ---------
    Comprehensive income (loss)                $  2,881    $ 10,013    $ (2,774)   $ 25,894
                                               =========   =========   =========   =========

Net income per share:
  Basic                                        $   0.05    $   0.28    $   0.09    $   0.69
                                               =========   =========   =========   =========

  Diluted                                      $   0.05    $   0.28    $   0.09    $   0.69
                                               =========   =========   =========   =========

Average common shares outstanding - Basic        48,671      49,594      48,670      50,342
                                               =========   =========   =========   =========

Average common shares outstanding - Diluted      48,740      49,728      48,750      50,524
                                               =========   =========   =========   =========
</TABLE>

See  accompanying  notes  to  condensed  consolidated  financial  statements.


                                        4
<PAGE>

<TABLE>
<CAPTION>
                          CLAIRE'S STORES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (Unaudited)


                                                             NINE MONTHS ENDED
                                                           --------------------
                                                            NOV. 3,    OCT. 28,
                                                             2001       2000
                                                           ---------  ---------
                                                              (In thousands)
Cash flows from operating activities:
<S>                                                        <C>        <C>
  Net income                                               $  4,200   $ 34,950
  Adjustments to reconcile net income to net cash
      provided by operating activities:
    Depreciation and amortization                            33,571     32,785
    Loss on retirement of property and equipment              1,361      1,210
  Decrease (increase) in -
    Inventories                                             (10,754)   (33,933)
    Prepaid expenses and other assets                       (10,890)    11,270
  Increase (decrease) in -
    Trade accounts payable                                   36,296      6,978
    Income taxes payable                                     (2,313)   (14,183)
    Accrued expenses                                         (4,159)    (2,434)
    Deferred credits                                           (206)     1,930
                                                           ---------  ---------

Net cash provided by operating activities                    47,106     38,573
                                                           ---------  ---------

Cash flows from investing activities:
  Acquisition of property and equipment                     (26,638)   (29,081)
  Acquisition of business, net of cash acquired                   -     (9,548)
  Sale of short-term investments                                  -      2,998
                                                           ---------  ---------

Net cash used in investing activities                       (26,638)   (35,631)
                                                           ---------  ---------

Cash flows from financing activities:
  Purchase of treasury stock                                      -    (41,831)
  Principal draws on debt                                     2,930        260
  Proceeds from stock options exercised                          45        348
  Dividends paid                                             (5,676)    (5,922)
                                                           ---------  ---------

Net cash used in financing activities                        (2,701)   (47,145)
                                                           ---------  ---------

Effect of foreign currency exchange rate changes on cash
and cash equivalents                                         (5,012)    (9,056)
                                                           ---------  ---------

Net increase (decrease) in cash and cash equivalents         12,755    (53,259)

Cash and cash equivalents at beginning of period            111,663    137,414
                                                           ---------  ---------

Cash and cash equivalents at end of period                 $124,418   $ 84,155
                                                           =========  =========
</TABLE>

See  accompanying  notes  to  condensed  consolidated  financial  statements.


                                        5
<PAGE>


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

1.   The accompanying  unaudited  condensed  consolidated  financial  statements
reflect  all adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair statement of the results
for  the  interim  periods.  These  financial  statements  have been prepared in
accordance  with  the instructions to Form 10-Q and therefore do not include all
of  the  information  or  footnotes  necessary for a complete presentation. They
should  be  read  in conjunction with the Company's audited financial statements
included  as  part of its Annual Report on Form 10-K for the year ended February
3,  2001  filed with the Securities and Exchange Commission. Due to the seasonal
nature  of  the Company's business, the results of operations for the first nine
months  of  the  year  are  not  indicative  of  the results of operations on an
annualized  basis.

2.   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.  Options  to  purchase  1,147,337  and  560,500 shares of common
stock,  at  prices  ranging  from  $17.75 to $30.25 per share and from $19.73 to
$30.25 per share, respectively, were outstanding for the quarters ended November
3,  2001  and  October  28,  2000,  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  quarters.

     Options to  purchase 1,166,826 and 560,500  shares  of  common  stock,  at
Prices ranging from $17.31 to $30.25 per share and  from  $19.73  to $30.25 were
outstanding  for  the  nine  months ended November 3, 2001 and October 28, 2000,
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  periods.

3.   In July 2001, the FASB issued Statement  No. 141,  "Business Combinations",
and  Statement  No.  142, "Goodwill and Other Intangible Assets".  Statement 141
requires  that  the  purchase  method  of  accounting  be  used for all business
combinations  initiated  after  June  30,  2001  as  well as all purchase method
business  combinations  completed  after  June  30,  2001.  Statement  141  also
specifies criteria that intangible assets acquired in a purchase method business
combination  must  meet  to  be  recognized  and  reported  apart from goodwill.
Statement  142  will require that goodwill and intangible assets with indefinite
useful  lives no longer be amortized, but instead tested for impairment at least
annually in accordance with the provisions of Statement 142.  Statement 142 will
also  require  that  intangible  assets with estimable useful lives be amortized
over  their respective estimated useful lives to their estimated residual values
and  reviewed  for   impairment  in  accordance  with  FAS  Statement  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of".

     The   Company  is   required  to  adopt  the  provisions  of  Statement 141
immediately  and Statement 142 effective February 3, 2002. Furthermore, goodwill
and intangible assets determined to have an indefinite useful life acquired in a
purchase  business  combination  completed  after  June  30,  2001,  but  before
Statement  142 is adopted in full will not be amortized, but will continue to be
evaluated  for  impairment  in accordance with the appropriate pre-Statement 142
accounting  literature.  Goodwill  and  intangible  assets  acquired in business
combinations  completed  before  July  1, 2001 will continue to be amortized and
tested  for  impairment  in  accordance  with  the appropriate pre-Statement 142
accounting  requirements  prior  to  the  adoption  of  Statement  142.


                                        6
<PAGE>


     Statement 141 will require upon adoption of Statement 142, that the Company
evaluate  its  existing  intangible  assets and goodwill that were acquired in a
prior purchase business combination, and to make any necessary reclassifications
in order to conform with the new criteria in Statement 141 for recognition apart
from  goodwill.  Upon adoption of Statement 142, the Company will be required to
reassess the useful lives and residual values of all intangible assets acquired,
and  make  any necessary amortization period adjustments by the end of the first
interim period after adoption. In addition, to the extent an intangible asset is
identified  as having an indefinite useful life, the Company will be required to
test  the  intangible  asset for impairment in accordance with the provisions of
Statement  142  within  the  first  interim  period. Any impairment loss will be
measured as of the date of adoption and recognized as the cumulative effect of a
change  in  accounting  principle  in  the  first  interim  period.

     In  connection   with  Statement  142's  transitional  goodwill  impairment
evaluation,  the  Statement will require the Company to perform an assessment of
whether  there  is  an  indication  that  goodwill is impaired as of the date of
adoption.  To accomplish this, the Company must identify its reporting units and
determine  the carrying value of each reporting unit by assigning the assets and
liabilities,  including  the  existing  goodwill and intangible assets, to those
reporting  units  as  of the date of adoption.  The Company will then have up to
six  months  from  the  date  of  adoption  to  determine the fair value of each
reporting  unit  and compare it to the reporting unit's carrying amount.  To the
extent  a reporting unit's carrying amount exceeds its fair value, an indication
exists  that  the reporting unit's goodwill may be impaired and the Company must
perform  the  second  step  of  the transitional impairment test.  In the second
step,  the  Company  must compare the implied fair value of the reporting unit's
goodwill,  determined by allocating the reporting unit's fair value to all of it
assets  (recognized  and  unrecognized) and liabilities in a manner similar to a
purchase  price  allocation  in  accordance  with Statement 141, to its carrying
amount,  both  of  which  would  be  measured as of the date of adoption.   This
second  step  is required to be completed as soon as possible, but no later than
the  end  of  the  year  of  adoption.  Any transitional impairment loss will be
recognized  as  the cumulative effect of a change in accounting principle in the
Company's  statement  of  operations

     As  of  the  date  of  adoption,  the  Company expects to have  unamortized
goodwill  in  the  amount  of  $194  million.  Amortization  expense  related to
goodwill  was  $8.8 million and $6.6 million for the year ended February 3, 2001
and  the  nine  months  ended  November  3,  2001,  respectively. Because of the
extensive  effort  needed  to comply with adopting Statements 141 and 142, it is
not  practicable  to reasonably estimate the impact of adopting these Statements
on  the  Company's  financial  statements  at the date of this report, including
whether  it  will be required to recognize any transitional impairment losses as
the  cumulative  effect  of  a  change  in  accounting  principle.

4.   In  October  2001, the FASB issued Statement No. 144,  "Accounting for  the
Impairment   or  Disposal  of  Long-Lived  Assets",  which  addresses  financial
accounting  and  reporting  for the impairment or disposal of long-lived assets.
Statement  No.  144  supersedes  FASB  Statement  No.  121,  "Accounting for the
Impairment  of  Long-Lived  Assets and for Long-Lived Assets to be Disposed of",
and  retains  many  of  the  fundamental  provisions  of  that  Statement.  This
pronouncement  extends the reporting requirements for discontinued operations to
components  of  an  entirety  that  either  has  been  disposed  of  (by  sale,
abandonment,  or in a distribution to owners) or is classified as held for sale.
It  also  provides  guidance  on  methods to be used in determining estimates of
impaired  values.  The  standard  is  effective for fiscal years beginning after
December  15,  2001,  with  earlier  application  permitted.


                                        7
<PAGE>


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

FORWARD-LOOKING  STATEMENTS
---------------------------

The  Company  and its representatives may from time to time make oral or written
"forward-looking statements" within the meaning of the Private Securities Reform
Act  of  1995,  including  any statements that may be contained in the following
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations,"  in  this  report  and  in  other  filings  with the Securities and
Exchange  Commission  and  in  its  reports to stockholders, which represent the
Company's  expectations  or  beliefs  with  respect  to future events and future
financial  performance.  These forward-looking statements are subject to certain
risks  and  uncertainties.  Important factors currently known to management that
could  cause  actual  results to differ materially from those in forward-looking
statements  are  set forth in the risk factors contained in the Company's Annual
Report  on Form 10-K for the year ended February 3, 2001, and those risk factors
are  hereby  incorporated  by reference in this Form 10-Q.  The Company does not
undertake  to  update or revise any forward-looking statement to reflect changed
assumptions,  the  occurrence  of  unanticipated  events or changes to operating
results  over  time.

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

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED   NINE MONTHS ENDED
                                               -------------------  -------------------
                                                NOV. 3,   OCT. 28,   NOV. 3,   OCT. 28,
                                                 2001      2000       2001      2000
                                               --------  ---------  --------  ---------
<S>                                             <C>        <C>       <C>        <C>
Net sales                                       100.0%     100.0%    100.0%     100.0%
  Cost of sales, occupancy and buying expenses   55.4%      51.5%     56.7%      52.1%
                                               --------  ---------  --------  ---------
  Gross Profit                                   44.6%      48.5%     43.3%      47.9%
                                               --------  ---------  --------  ---------

Other expenses:
  Selling, general and administrative            37.6%      34.3%     37.0%      35.1%
  Depreciation and amortization                   4.9%       4.5%      4.7%       4.5%
  Interest expense, net                           0.6%       1.1%      0.8%       1.0%
                                               --------  ---------  --------  ---------
                                                 43.1%      39.9%     42.5%      40.6%
                                               --------  ---------  --------  ---------
  Income before income taxes                      1.5%       8.6%      0.8%       7.3%

Income taxes                                      0.5%       3.0%      0.3%       2.6%
                                               --------  ---------  --------  ---------
  Net income                                      1.0%       5.6%      0.5%       4.7%
                                               ========  =========  ========  =========
</TABLE>


RESULTS  OF  OPERATIONS

Net sales for the three months ended November 3, 2001 decreased approximately 6%
compared to the three month period ended October 28, 2000.  The decrease for the
period  resulted  primarily  from  a  5% comparable sales per store decrease and
operating  approximately  1% fewer stores than last year.  The decrease in total
stores  is  primarily  due  to  the Company closing non-performing Afterthoughts
stores.  Net  sales  for  the  nine  months  ended November 3, 2001 decreased 3%
compared  to the nine month period ended October 28, 2000.  The decrease for the
period  resulted  primarily  from  a 3% comparable sales per store decrease.  We
believe  the  primary  cause of the comparable sales per store decreases are the
effects  of  lower traffic patterns in the malls and a lack of consumer spending
resulting  from  an  already  difficult  economic  environment.


                                        8
<PAGE>


Cost  of sales, occupancy and buying expenses as a percentage of net sales, were
55.4%  and  51.5%  for  the  three months ended November 3, 2001 and October 28,
2000,  respectively.  Lack  of leverage on occupancy expenses caused by negative
comparable store sales accounted for most of the increase.  In addition, planned
new  merchandise  receipts,  which are typically sold at full price were reduced
during the period due to sales trends.  Therefore, more aged merchandise already
on hand was sold at lower margins.  Cost of sales, occupancy and buying expenses
as  a  percentage  of  net  sales were 56.7% and 52.1% for the nine months ended
November  3, 2001 and October 28, 2000, respectively.  The more than $20 million
of additional inventory markdowns taken in the second quarter as a result of the
Company's  inventory management initiatives in response to slow moving inventory
and  lower  than  expected sales were the primary reason for the increase during
the  period  as  well  as a lack of leverage due to the negative comparable same
store  sales.

Selling,  general  and  administrative  expenses  (S,G&A) for the three and nine
months  ended November 3, 2001 was 37.6% and 37.0% of sales as compared to 34.3%
and  35.1% for the comparable periods ended October 28, 2000. This increase as a
percentage  of  sales  is primarily the result of the lack of leverage caused by
decreased  comparable  store  sales.  While  the Company was not able to realize
leverage  on  its  fixed corporate expenses due to the negative comparable store
sales  reported  in the quarter ended November 3, 2001, management took steps to
control  those  expenses  which  could  be  managed  to correspond with customer
traffic  within  stores.

Depreciation  and  amortization as a percentage of sales were approximately 4.9%
and  4.7%  for  the  three and nine months ended November 3, 2001 as compared to
4.5%  for  the  three and nine months ended October 28, 2000, respectively.  The
increase  as a percentage of sales was primarily a result of negative comparable
store  sales  reported in the quarter and nine months ended November 3, 2001 and
opening  new  stores  during  the past twelve months. Store closings this fiscal
year  did  not  significantly  affect  depreciation as many of these stores were
closed  at  the  end  of  the  term  of their leases when most store assets have
already  been  fully  depreciated  in  prior  periods.

Interest  expense,  net was $1.3 million and $5.4 million for the three and nine
months  ended  November 3, 2001 as compared to $2.7 million and $7.0 million for
the comparable period ended October 28, 2000. This decrease was primarily due to
lower interest rates charged on the Company's debt offset by lower invested cash
balances  and  lower  interest rates earned which produced lower interest income
than  the  comparable  periods.

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

LIQUIDITY  AND  CAPITAL  RESOURCES

In  connection  with  the acquisition of Afterthoughts, the Company entered into
the  Credit  Facility pursuant to which it financed $200 million of the purchase
price.  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 payable
on  a  quarterly  basis  through  December  1,  2004.  The  Credit  Facility  is
prepayable  without  penalty  and bears interest at 125 basis points margin over
the  London Interbank Borrowing Rate.  The margin is adjusted periodically based
on  the  Company's  performance as it relates to certain financial measurements.
The Company had $183.5 million outstanding on this facility at November 3, 2001.
The  Credit  Facility  contains  covenants   including,  but  not  limited  to,
limitations  on investments, dividends and other restricted payments, incurrence
of  additional  debt  and  acquisitions,  as well as various financial covenants
customary  for  transactions  of  this  type.  These financial covenants include
current  ratio,  fixed  charge  coverage  ratio  and current leverage ratio. The
Company  is  currently  in  compliance  with  these  covenants.


                                        9
<PAGE>


Company  operations  have  historically  provided  a  strong, positive cash flow
which, together with the Company's cash balances, provides adequate liquidity to
meet  the  Company's  operational  needs  and  debt  obligations.  Cash and cash
equivalents  totaled  $124.4  million  at  November  3,  2001.

Net cash provided by operating activities amounted to $47.1 million in the first
nine months of Fiscal 2002 compared to $38.6 million in the first nine months of
Fiscal 2001.  The primary source of net cash provided by operating activities in
Fiscal  2002  was  net  income  of $4.2 million, adjusted for non-cash items and
changes  in  trade  payables.

Net  cash used in investing activities of $26.6 million in the first nine months
of  Fiscal  2002  was  used  for  capital  expenditures,  primarily  opening and
remodeling  stores.

Net  cash  used in financing activities of $2.7 million in the first nine months
of  Fiscal  2002  was  primarily  borrowings  on the Company's credit facilities
offset  by  amounts  used  to  pay  the  Company's  dividends.

Inventory at November 3, 2001 decreased 15% compared to the inventory balance at
the  end  of  the prior fiscal year's third quarter.  This reduction is a direct
result  of the Company's inventory management initiatives taken during the third
quarter  in  response  to  lower  than  expected  sales.

For  the  nine  months ended November 3, 2001, the Company opened 152 stores and
closed  121  stores  ending  the  quarter  with  3,056 stores.  In addition, the
Company  remodeled  107  stores.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

          (a)   Exhibits

                None

          (b)   Reports  on  Form  8-K

                None


                                       10
<PAGE>


                                    SIGNATURE
                                    ---------



Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.



                                                    CLAIRE'S  STORES, INC.
                                                    ----------------------
                                                    (Registrant)




Date:  December 14, 2001                            /s/ Ira D. Kaplan
                                                    -----------------
                                                    Ira D. Kaplan
                                                    Senior Vice  President
                                                    and  Chief  Financial
                                                    Officer

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


                                       11
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