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

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

                  FOR THE QUARTERLY PERIOD ENDED AUGUST 2, 2003

                                       OR

             [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                     FOR THE TRANSITION PERIOD FROM __TO __
                        COMMISSION FILE NUMBER 001-08899

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


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

3 S.W. 129TH AVENUE, PEMBROKE PINES, FLORIDA                    33027
--------------------------------------------           -----------------------
  (Address of principal executive offices)                   (Zip Code)

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

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

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

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

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

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

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

     The  number  of  shares of the registrant's Common Stock and Class A Common
Stock  outstanding  as  of   August  30,  2003  was  46,240,157  and  2,683,863,
respectively.


<PAGE>


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

                                                                       PAGE NO.
                                                                       --------
<S>                                                                        <C>
PART I.    FINANCIAL INFORMATION
--------------------------------

     ITEM 1.  FINANCIAL STATEMENTS

     Unaudited Condensed Consolidated Balance Sheets at August 2, 2003
          and February 1, 2003.                                            3

     Unaudited Condensed Consolidated Statements of Operations and
          Comprehensive Income for the Three Months and Six
          Months Ended August 2, 2003 and August 3, 2002.                  4

     Unaudited Condensed Consolidated Statements of Cash Flows for the
          Six Months Ended August 2, 2003 and August 3, 2002.              5

     Notes to Unaudited Condensed Consolidated Financial Statements        6

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

     ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                ABOUT MARKET RISK                                          14

     ITEM 4.    CONTROLS AND PROCEDURES                                    15

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

     ITEM 1.    LEGAL PROCEEDINGS                                          15

     ITEM 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS          16

     ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                           17

SIGNATURE PAGE                                                             18
</TABLE>


                                        2
<PAGE>


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

                                                       AUGUST 2, 2003       FEB. 1, 2003
                                                       --------------      --------------
<S>                                                     <C>                 <C>
                                               (In thousands, except share and per share amounts)
ASSETS
Current assets:
  Cash and cash equivalents                             $ 208,183           $ 195,482
  Inventories                                              90,458              88,334
  Prepaid expenses and other current assets                47,140              37,792
         Total current assets                             345,781             321,608
                                                       --------------      --------------
Property and equipment:
  Land and building                                        18,134              18,041
  Furniture, fixtures and equipment                       213,580             206,529
  Leasehold improvements                                  171,410             161,240
                                                          403,124             385,810
                                                       --------------      --------------
  Less accumulated depreciation and amortization         (225,858)           (211,328)
                                                          177,266             174,482
                                                       --------------      --------------
Intangible assets, net                                     32,414              29,576
Other assets                                               13,490              14,588
Goodwill                                                  198,134             197,875
                                                          244,038             242,039
                                                       --------------      --------------

Total Assets                                            $ 767,085           $ 738,129
                                                       ==============      ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt                     $  41,291           $  40,916
  Trade accounts payable                                   44,852              43,185
  Income taxes payable                                      3,343              13,153
  Accrued expenses                                         49,577              43,756
         Total current liabilities                        139,063             141,010
                                                       --------------      --------------

Long-term liabilities:
  Long-term debt, excluding current portion                62,500              70,000
  Deferred credits                                         16,049              16,263
  Deferred tax liability                                   12,833               9,602
                                                           91,382              95,865
                                                       --------------      --------------

Commitments and contingencies                                   -                   -

Stockholders' equity:
  Preferred stock par value $1.00 per share; authorized
    1,000,000 shares, issued and outstanding 0 shares           -                   -
  Class A common stock par value $.05 per share;
    authorized 20,000,000 shares, issued and outstanding
    2,688,213 shares and 2,692,825 shares, respectively       134                 135
  Common stock par value $.05 per share; authorized
    150,000,000 shares, issued and outstanding 46,234,807
    shares and 46,146,562 shares, respectively              2,312               2,307
  Additional paid-in capital                               33,856              32,834
  Accumulated other comprehensive income                    8,585               7,219
  Retained earnings                                       491,753             458,759
                                                          536,640             501,254
                                                       --------------      --------------
Total Liabilities and Stockholders' Equity              $ 767,085           $ 738,129
                                                       ==============      ==============
<FN>
See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>


                                        3
<PAGE>


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

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

                                                           AUG. 2,    AUG. 3,    AUG. 2,    AUG. 3,
                                                            2003       2002       2003       2002
                                                          ---------  ---------  ---------  ---------
<S>                                                       <C>        <C>        <C>        <C>
                                                            (In thousands, except per share amounts)

Net sales                                                 $264,949   $238,740   $504,705   $449,101
Cost of sales, occupancy and buying expenses               127,084    121,110    242,224    228,890
                                                          ---------  ---------  ---------  ---------
Gross profit                                               137,865    117,630    262,481    220,211
                                                          ---------  ---------  ---------  ---------

Other expenses:
  Selling, general and administrative                       93,602     84,505    184,592    164,906
  Depreciation and amortization                             10,391      9,295     20,245     18,097
  Interest expense                                             644      1,138      1,416      2,229
  Interest and other income                                   (900)      (394)    (1,844)      (855)
                                                          ---------  ---------  ---------  ---------
                                                           103,737     94,544    204,409    184,377
                                                          ---------  ---------  ---------  ---------

  Income from continuing operations before income taxes     34,128     23,086     58,072     35,834
Income taxes                                                11,947      8,008     20,325     12,475
                                                          ---------  ---------  ---------  ---------
  Income from continuing operations                         22,181     15,078     37,747     23,359
                                                          ---------  ---------  ---------  ---------

Discontinued operation:
  Gain on disposal of Lux Corp., less applicable income
    taxes of ($1,078)                                            -      1,796          -      1,796
                                                          ---------  ---------  ---------  ---------
  Net income                                                22,181     16,874     37,747     25,155
                                                          ---------  ---------  ---------  ---------

    Foreign currency translation adjustments                   199     10,604      1,366     14,339
                                                          ---------  ---------  ---------  ---------
    Comprehensive income                                  $ 22,380   $ 27,478   $ 39,113   $ 39,494
                                                          ---------  ---------  ---------  ---------

Net income per share:
  Basic:
    Income from continuing operations                     $   0.45   $   0.31   $   0.77   $   0.48
    Gain from disposal of discontinued operation                 -       0.04          -       0.04
                                                          ---------  ---------  ---------  ---------
Net income per share                                      $   0.45   $   0.35   $   0.77   $   0.52
                                                          =========  =========  =========  =========
  Diluted:
    Income from continuing operations                     $   0.45   $   0.31   $   0.77   $   0.48
    Gain from disposal of discontinued operation                 -       0.04          -       0.04
                                                          ---------  ---------  ---------  ---------
Net income per share                                      $   0.45   $   0.35   $   0.77   $   0.52
                                                          =========  =========  =========  =========

Weighted average number of shares outstanding:
  Basic                                                     48,901     48,671     48,875     48,671
                                                          =========  =========  =========  =========
  Diluted                                                   49,122     48,821     49,085     48,817
                                                          =========  =========  =========  =========
<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
                                                                   ------------------------------
<S>                                                                 <C>             <C>
                                                                    AUG. 2, 2003    AUG. 3, 2002
                                                                   --------------  --------------
                                                                        (In thousands)

Cash flows from operating activities:
  Net income                                                          $  37,747       $  25,155
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Gain on disposal of discontinued operation, net of tax benefit            -          (1,796)
    Depreciation and amortization                                        20,245          18,097
    Amortization of intangible assets                                       542             630
    Loss on retirement of property and equipment                          1,045           1,377
  (Increase) decrease in -
    Inventories                                                          (2,318)         (2,989)
    Prepaid expenses and other assets                                    (7,745)        (18,243)
  Increase (decrease) in -
    Trade accounts payable                                                1,616           4,821
    Income taxes payable                                                 (9,785)          3,118
    Accrued expenses                                                      5,956           6,777
    Deferred tax liability                                                3,231               -
    Deferred credits                                                       (153)            256
                                                                   --------------  -------------
Net cash provided by continuing operations                               50,381          37,203
Net cash used in discontinued operations                                      -           2,147
                                                                   --------------  -------------
Net cash provided by operating activities                                50,381          39,350
                                                                   --------------  -------------

Cash flows from investing activities:
  Acquisition of property and equipment                                 (25,634)        (16,988)
  Acquisition of intangible assets                                       (3,287)         (3,024)
  Sale of short-term investments                                              -           1,563
  Capital expenditures of discontinued operations                             -            (352)
                                                                   --------------  -------------

Net cash used in investing activities                                   (28,921)        (18,801)
                                                                   --------------  -------------

Cash flows from financing activities:
  Principal payments on term loan                                        (7,125)              -
  Proceeds from stock options exercised                                   1,026               -
  Dividends paid                                                         (4,753)         (3,785)
                                                                   --------------  -------------

Net cash used in financing activities                                   (10,852)         (3,785)
                                                                   --------------  -------------

Effect of foreign currency exchange rate changes on cash
and cash equivalents                                                      2,093             744
                                                                   --------------  -------------

Net increase in cash and cash equivalents                                12,701          17,508

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

Cash and cash equivalents at end of period                              $208,183       $117,420
                                                                   ==============  =============
<FN>
See  accompanying  notes  to  unaudited  condensed  consolidated  financial  statements.
</TABLE>


                                        5
<PAGE>


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

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

2.   EARNINGS  PER  SHARE
     Basic  net  income  per  share  is  based on the weighted average number of
     shares  of  Class  A  Common  stock and Common stock outstanding during the
     period  presented, while diluted net income per share includes the dilutive
     effect  of stock options. All outstanding options as of August 2, 2003 were
     included  in  the  computation  of  diluted  earnings per share. Options to
     purchase  450,500  shares of common stock, at prices ranging from $20.38 to
     $30.25 per share were outstanding for the quarter ended August 3, 2002, but
     were  not included in the computation of diluted earnings per share because
     the  options' exercise prices were greater than the average market price of
     the  common  shares  for  the  period.

     Options  to  purchase  7,272  and 451,419 shares of common stock, at prices
     ranging  from  $26.00  and $20.38 to $30.25 per share, were outstanding for
     the  six  months ended August 2, 2003 and August 3, 2002, respectively, but
     were  not included in the computation of diluted earnings per share because
     the  options' exercise prices were greater than the average market price of
     the  common  shares  for  the  respective  six  month  period.

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


                                        6
<PAGE>


<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED     SIX MONTHS ENDED
                                        --------------------  --------------------

                                         AUG. 2,    AUG. 3,    AUG. 2,    AUG. 3,
                                          2003       2002       2003       2002
                                        ---------  ---------  ---------  ---------

<S>                                     <C>        <C>        <C>        <C>
Net income, as reported                 $ 22,181   $ 16,874   $ 37,747   $ 25,155
Deduct:
  Stock-based employee compensation
  expense not included in reported net
  income, net of tax                        (160)      (284)      (334)      (569)
                                        ---------  ---------  ---------  ---------
Pro forma net income                    $ 22,021   $ 16,590   $ 37,413   $ 24,586
                                        =========  =========  =========  =========

Earnings per share:
  Basic - as reported                   $   0.45   $   0.35   $   0.77   $   0.52
  Basic - pro forma                     $   0.45   $   0.34   $   0.77   $   0.51
  Diluted - as reported                 $   0.45   $   0.35   $   0.77   $   0.52
  Diluted - pro forma                   $   0.45   $   0.34   $   0.76   $   0.50
</TABLE>

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

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

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


                                        7
<PAGE>


     As  of August 2, 2003, the Company remains as a guarantor on 12 real estate
     leases  for  Mr.  Rags  store  locations  with  future  rental  payments of
     approximately  $6.0  million.  As of August 2, 2003, the Company also had a
     contingent  liability  as  lessee  under  a   master  lease   agreement  on
     approximately  $2.9  million  of  gross  future lease payments on operating
     leases  for  equipment  and  leasehold  improvements of Lux Corp. that were
     assigned  to  Lux Corp. at the time of the sale. The Company entered into a
     transitional services agreement with the new owner of Lux Corp. in May 2002
     under  which  the  Company  performed  certain  transition services for the
     benefit of Mr. Rags. The Company had no decision-making authority under the
     terms  of the agreement. The service agreement was for an initial period of
     one  year  with  two  three-month  renewal options. Lux Corp. has cancelled
     these  services  effective May 31, 2003. During the six months ended August
     2,  2003,  the  Company  has  received  approximately $.4 million for these
     services  and  has   included  this   amount  within  interest  and   other
     incomewithin  the Unaudited Condensed Consolidated Statements of Operations
     and  Comprehensive  Income.

6.   SEGMENT  INFORMATION

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

<TABLE>
<CAPTION>
                              THREE MONTHS ENDED       SIX MONTHS ENDED
                             -------------------      ------------------
                              AUG. 2,   AUG. 3,        AUG. 2,   AUG. 3,
                               2003      2002          2003      2002
                             ---------  --------      --------  --------
<S>                           <C>       <C>           <C>       <C>

          North America       $189,336  $177,014      $366,158  $339,968
          International         75,613    61,726       138,547   109,133
                             ---------  --------      --------  --------

            Total             $264,949  $238,740      $504,705  $449,101
                             =========  ========      ========  ========
</TABLE>

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

<TABLE>
<CAPTION>
                              THREE MONTHS ENDED       SIX MONTHS ENDED
                             -------------------      ------------------
                              AUG. 2,   AUG. 3,        AUG. 2,   AUG. 3,
                               2003      2002          2003      2002
                             ---------  --------      --------  --------
<S>                           <C>       <C>           <C>       <C>

          North America       $ 15,139  $ 10,601      $ 28,737  $ 18,925
          International          7,042     4,477         9,010     4,434
                             ---------  --------      --------  --------

            Total             $ 22,181  $ 15,078      $ 37,747  $ 23,359
                             =========  ========      ========  ========
</TABLE>

7.   STATEMENTS  OF  CASH  FLOWS
     Payments  of  income taxes were $27.5 million and $12.8 million for the six
     months  ended  August 2, 2003 and August 3, 2002, respectively. Payments of
     interest were $1.4 million and $2.3 million for the six months ended August
     2,  2003  and  August  3,  2002.

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

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


                                        8
<PAGE>


As of August 2, 2003 we operated a total of 2,948 stores in all 50 states of the
United  States, Canada, the Caribbean, the United Kingdom, Switzerland, Austria,
Germany,  France,  Ireland  and Japan.  The stores are operated mainly under the
trade  names "Claire's Boutiques", "Claire's Accessories", "Afterthoughts", "The
Icing",  "Icing  by  Claire's",  and  "Bijoux  One".  We  are  in the process of
transitioning  our  "Afterthoughts"  stores  to  "Icing  by  Claire's" stores to
capitalize  on  the  Claire's  brand  name.

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

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

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

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED   SIX MONTHS ENDED
                                                ------------------   -----------------
                                                 AUG. 2,   AUG. 3,   AUG. 2,   AUG. 3,
                                                   2003      2002      2003      2002
                                                --------  --------   -------  --------

<S>                                               <C>       <C>       <C>       <C>

Net sales                                         100.0%    100.0%    100.0%    100.0%
  Cost of sales, occupancy and buying expenses     48.0      50.7      48.0      51.0
                                                --------  --------   -------  --------
  Gross profit                                     52.0      49.3      52.0      49.0

Other expenses (income):
  Selling, general and administrative              35.3      35.4      36.6      36.7
  Depreciation and amortization                     3.9       3.9       4.0       4.0
  Interest expense                                  0.2       0.5       0.3       0.5
  Interest and other income                        (0.3)     (0.2)     (0.4)     (0.2)
                                                --------  --------   -------  --------
                                                   39.2      39.6      40.5      41.1

  Income before income taxes                       12.9       9.7      11.5       8.0

Income taxes                                        4.5       3.4       4.0       2.8
                                                --------  --------   -------  --------
  Net income                                        8.4%      6.3%      7.5%      5.2%
                                                ========  ========   =======  ========
</TABLE>

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

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


                                        9
<PAGE>


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

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

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

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

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

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


                                       10
<PAGE>


Deferred  Taxes  -  We  record  a valuation allowance to reduce our deferred tax
assets to the amount that is more likely than not to be realized.  The valuation
allowance  is  determined  based  on  estimates  by management of future taxable
income.  Our  estimates  of future taxable income can be affected by a number of
factors,  including  possible  tax  audits  or  general  economic  conditions or
competitive  pressures  that  could  affect our future taxable income.  While we
have  considered  future  taxable  income  and  ongoing prudent and feasible tax
planning  strategies  in  assessing  the  need for a valuation allowance, in the
event we were to determine that we would not be able to realize our deferred tax
assets  in  the  future, an adjustment to the valuation allowance would be made.
Likewise,  should  we determine that we would not be able to realize all or part
of  a  net  deferred  tax asset in the future, an adjustment to the deferred tax
asset  would  be  charged  to  income in the period such determination was made.
Recorded  within  our  financial  statements  is  a  valuation allowance of $4.9
million at August 2, 2003 due to uncertainties related to the ability to utilize
some  of our deferred tax assets, consisting of net operating loss carryforwards
of  $13.6  million relating to the operations of our foreign subsidiaries, $13.2
million  of which have indefinite expiration, and $.4 million of which expire in
Fiscal  2006.

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

RESULTS  OF  OPERATIONS

The  operating  results  of Claire's Nippon Co., Ltd. (Nippon) are accounted for
under  the  equity method.  As a result, any losses incurred by Nippon in excess
of our investment and advances are not reflected in our income statement because
the  operations  are  not  part  of  our  consolidated  group in accordance with
generally accepted accounting principles.  Our portion of the earnings of Nippon
are  included  in  our  income  statement within the caption "Interest and other
income".  In  addition, the assets and liabilities of Nippon are not included in
our  consolidated  balance  sheets.  Under  the   equity  method,  our  original
investment  in Nippon was recorded at cost and has been adjusted periodically to
recognize  our  proportionate  share of earnings or losses from Nippon since the
acquisition  date.  As  of  August 2, 2003 and August 3, 2002, our investment in
Nippon  was  carried  at  $300,000  and  zero,  respectively on our consolidated
balance  sheet.

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

Net  sales  for  the  three  months ended August 2, 2003 increased approximately
11.0%,  or  $26.2 million, over the comparable period ended August 3, 2002.  Net
sales  for the six months ended August 2, 2003 increased approximately 12.4%, or
$55.6  million,  over the comparable period ended August 3, 2002.  The increases
for  the  three  and  six month periods resulted primarily from same-store sales
increases  of  5%  and 6%, respectively, a weaker U.S. dollar and an increase in
average  sales  per  store for new stores.  Same-store sales for both periods in
North  America  were  driven  by  successful  product  offerings  across several
departments.  Same-store  sales  in  Europe were negative during the three month
period  and  even  during the six month period primarily due to labor strikes in
France  and  unseasonably  hot  weather  across  Europe, which impacted consumer
traffic.  The  average  sales per store in new stores increased during the three
and  six  month  periods  primarily due to a higher percentage of our new stores
being  located  in  Europe, which typically generate higher sales per store than
our  stores  in  North  America.

Gross profit for the three months ended August 2, 2003 increased 17.2%, or $20.2
million,  compared  to the three months ended August 3, 2002.  The 2.7% increase
as  a  percentage  of  sales  was the result of improved merchandise margins and
leverage  on  occupancy  costs,  which are fixed in nature, made possible by the
same-store  sales  increases  during the period.  The higher merchandise margins
were  achieved  by  taking fewer markdowns during the quarter as customer demand
exceeded  our  plans  and  a  higher  initial  mark-up  at our Icing by Claire's
division.   Gross  profit  for  the  six  months  ended August 2, 2003 increased
19.2%, or $42.3 million, compared to the comparable period ended August 3, 2002.
The  3.0%  increase  as  a  percentage  of  sales was primarily caused by higher
merchandise  margins, resulting from fewer markdowns during the six months ended
August  2,  2003  as  discussed  above.


                                       11
<PAGE>


Selling,  general  and administrative expenses for the three months ended August
2,  2003  increased  10.8%,  or $9.1 million, compared to the three months ended
August  3, 2002.  The .1% decrease as a percentage of sales was caused primarily
by  the  effect  of  positive  same-store  sales during the quarter on our store
payroll  and corporate overhead, offset by higher bonus expense in North America
and  higher  expenses  related  to  the  building  of  our infrastructure in our
European  division.  Selling,  general  and  administrative expenses for the six
months  ended  August  2, 2003 increased 11.9%, or 19.7 million, compared to the
comparable  period ended August 3, 2002.  The decrease of .1% as a percentage of
sales  was  primarily  caused  by the same factors discussed for the three month
period.

Depreciation  and  amortization  for  the  three months ended August 2, 2003 was
$10.4  million  as compared to $9.3 million for the three months ended August 3,
2002.  The  increase is primarily the result of higher foreign currency exchange
rates  due  to the weaker U.S. dollar during the period as compared to the prior
period.  Depreciation  and  amortization for the six months ended August 2, 2003
was  $20.2  million as compared to $18.1 million for the six months ended August
3,  2002.  The  increase  was  also  primarily  due  to  the weaker U.S. dollar.

Interest  expense  was $.6 million and $1.4 million for the three and six months
ended  August 2, 2003 as compared to $1.1 million and $2.2 million for the three
and  six  months  ended  August 3, 2002, respectively.  The decrease in interest
expense  was  due primarily to lower interest rates on our credit facilities and
lower  outstanding  debt  balances  during  the  period.

Interest  and  other  income was $ .9 million and $1.8 million for the three and
six  months  ended August 2, 2003 as compared to $.4 million and $.9 million for
the  three  and  six months ended August 3, 2002.  Included in the three and six
months  ended August 2, 2003 was $.3 million of equity in the earnings of Nippon
for  the  period.  In  addition,  higher  cash balances produced higher interest
income  during  the  three  and  six  month  periods  ended  August  2,  2003.

Our  effective  tax  rate  was  35%  during the periods ended August 2, 2003 and
August  3,  2002.

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

As  of August 2, 2003, we remain as a guarantor on 12 real estate leases for Mr.
Rags  store locations with future rental payments of approximately $6.0 million.
As  of  August  2,  2003,  we  also had a contingent liability as lessee under a
master  lease  agreement  on  approximately  $2.9  million of gross future lease
payments  on  operating  leases  for equipment and leasehold improvements of Lux
Corp.  that were assigned to Lux Corp. at the time of the sale.  We entered into
a  service  agreement with the new owner of Lux Corp. in May 2002 under which we
performed  certain  transition  services  for  the  benefit of Mr. Rags, with no
decision  making  authority.  The service agreement was for an initial period of
one  year,  with two three-month renewal options.  Lux Corp. has cancelled these
services  effective  May  31, 2003.  During the six month period ended August 2,
2003,  we  have  received  approximately $.4 million for these services and have
included  this  amount  in  "interest  and  other  income"  within our Unaudited
Condensed  Consolidated  Statements  of  Operations  and  Comprehensive  Income.

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


                                       12
<PAGE>


LIQUIDITY  AND  CAPITAL  RESOURCES

In  connection  with  the  acquisition  of Afterthoughts in December of 1999, we
entered into a credit facility pursuant to which we financed $200 million of the
purchase  price  for  Afterthoughts.  The credit facility includes a $40 million
revolving line of credit which matures on December 1, 2004, and a $175.0 million
five  year  term  loan,  the first installment of which was paid on December 31,
2000, with future installments, thereafter, payable on a quarterly basis through
December  1,  2004.  The credit facility is prepayable without penalty and bears
interest  at  a margin of 112.5 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 2, 2003, $25.0 million was
outstanding  on  this  line of credit, while $78.3 million was outstanding under
the  term  loan.  We  cannot re-borrow amounts repaid under the term loan.  As a
result,  we  have  no future availability under the term loan.  We can re-borrow
amounts  repaid  under the revolving line of credit, subject to the terms of the
credit facility.  As of August 2, 2003, we had $15 million of availability under
the  revolving  line  of  credit.  We also had $1.8 million of issued letters of
credit  which  are supported by and considered drawn against our line of credit.

We  are  required  to  maintain  financial  ratios  under  our  credit facility.
Required  financial  ratios  include  fixed  charge coverage ratio, consolidated
leverage  ratio  and  current  ratio.  The  credit  facility also contains other
restrictive  covenants  which  limit,  among  other  things, our ability to make
dividend  distributions.  If  these  financial  ratios   and  other  restrictive
covenants are not maintained, our bank will have the option to require immediate
repayment of all amounts outstanding under the credit facility.  The most likely
result  would  require  us  to  either  renegotiate  certain terms of the credit
agreement,  obtain a waiver from the bank, or obtain a new credit agreement with
another  bank,  which  may contain different terms.  Also, on August 2, 2003, we
were  in  compliance  with  all  debt  covenants.

Our  cash  flow  from  operations,  together  with  our  cash balances, provides
adequate liquidity to meet our operational needs and debt obligations.  Cash and
cash  equivalents  totaled  $208.2  million  at  August  2,  2003.

Net  cash  provided by operating activities from continuing operations was $50.4
million  for  the  six months ended August 2, 2003 compared to $39.4 million for
the  six  months ended August 3, 2002.  The primary sources of net cash provided
by  operating  activities  from  continuing  operations during the first half of
Fiscal  2004  was net income adjusted for non-cash items, the decrease in income
taxes  payable  of  $9.8  million,  offset  by an increase in inventory, prepaid
expenses  and  other  assets  of  $10.1  million.

Inventory  at August 2, 2003 increased 2.4% compared to the inventory balance at
the  end  of Fiscal 2003.  This increase is primarily a result of the seasonally
adjusted levels of inventory that we carry to meet expected future sales demand.

Net  cash used in investing activities of $28.9 million for the six months ended
August  2,  2003  was  primarily  capital  expenditures of $25.6 million and the
purchase  of  intangible  assets  in  our  international  operations.

Net cash used in financing activities was $10.9 million for the six months ended
August  2,  2003  as compared to $3.8 million for the six months ended August 3,
2002.  The  cash  used  in  financing  activities during the first six months of
Fiscal  2004  was  primarily  to  fund  $4.8 million of dividends on our Class A
Common  stock  and  Common  stock, as well as reduce our term loan on our Credit
Facility  by  $7.1  million.

For  the  six  months  ended  August  2, 2003, we opened 89 stores and closed 53
stores  ending  the  quarter  with  2,948  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  the  next  twelve  months.

During the six months ended August 2, 2003, the U.S. dollar weakened against the
major  currencies  included  in  our  consolidated  financial  statements.  As a
result,  the  cumulative  foreign  currency  translation  adjustment  increased
shareholders'  equity  by  $1.4 million for the six months ended August 2, 2003.


                                       13
<PAGE>


We  finance  certain  leasehold  improvements  and  equipment used in our stores
through  transactions  accounted  for  as non-cancelable operating leases.  As a
result,  the  rental  expense  for these leasehold improvements and equipment is
recorded  during  the  term  of  the lease contract in our financial statements,
generally  over  four  to  seven  years.  We have approximately $22.9 million of
future  obligations related to these operating leases, including obligations for
equipment  and  leasehold improvement leases assigned to Lux Corp.  In the event
that  any  of the real property leases where leasehold improvements or equipment
is  located  that  are  subject  to  these  non-cancelable  operating  leases is
terminated  by  us or our landlord prior to the scheduled expiration date of the
real  property  lease,  we may be required to pay all future rent payments under
these  operating leases.  At August 2, 2003, we had $0.4 million accrued related
to  future  payment  obligations  on  leasehold  improvement  leases  for closed
Claire's  Boutiques  stores.

Working  capital at August 2, 2003 was $206.7 million compared to $180.6 million
at February 1, 2003.  The increase in working capital was primarily attributable
to  an increase in cash and cash equivalents of $12.7 million and an increase in
prepaid  expenses  primarily  in our International division mainly consisting of
occupancy  costs  which are paid quarterly and semi-annually in many cases.  The
source  of  this working capital was our earnings during the first six months of
the  year.

In  May  2003,  our  Board  of Directors authorized us to increase our quarterly
dividends  on our Class A Common stock from $.02 per share to $.03 per share and
from  $.04  per  share  to  $.06  per  share  on  our  Common  stock.

FORWARD-LOOKING  STATEMENTS

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

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

Foreign  Currency
-----------------
We  are  exposed to market risk from foreign currency exchange rate fluctuations
on  the  U.S.  dollar value of foreign currency denominated transactions and our
investment  in  foreign  subsidiaries.  We  manage  this exposure to market risk
through  our  regular  operating and financing activities.  During the first six
months of Fiscal 2004, included in comprehensive income and stockholders' equity
is  $1.4 million reflecting the unrealized gain on foreign currency translation.
Based  on  our  average  net currency positions at August 2, 2003, the potential
gain  or  loss  due  to  a 10% adverse change on foreign currency exchange rates
could  be  significant  to  our  operations.


                                       14
<PAGE>


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 2004, a 10% increase
in  the average effective interest rate in Fiscal 2004 would not have materially
impacted  our  annual  net  interest  expense.

ITEM  4.  CONTROLS  AND  PROCEDURES

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

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

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

                           PART II.  OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

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

Potential  claims  may  also  be  asserted  against  us  in  connection with the
liquidation of Lux Corp., which filed for bankruptcy protection in January 2003.
Certain  of  these  potential  claims may include or relate to obligations under
real  estate  leases  guaranteed  by  us.  In  addition, based on our receipt of
correspondence  from  counsel to the unsecured creditors committee of Lux Corp.,
we  believe  that it is likely that claims will be asserted against us on behalf
of  the  bankruptcy  estate of Lux Corp. relating to the payments received by us
under  the  stock  purchase agreement and transitional services agreement, which
may  be  alleged  to  be  fraudulent  transfers  or  preference  payments  under
applicable  bankruptcy  law.  If  these  claims  are  filed  against  us and the
unsecured  creditors committee was successful in the outcome of these claims, we
could  be  required  to  repay  amounts  to the bankruptcy estate.  Based on our
current  knowledge of the threatened claims, we believe we have defenses against
the  claims  and  cannot  estimate  a  loss or range of loss with respect to the
claims.


                                       15
<PAGE>


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

     (a)    Our  2003   annual meeting of shareholders was held on June 24, 2003
in  New  York  City.   At  the  annual  meeting,  our  shareholders voted on the
following  matters:

     1.     The  election  of nine directors, each to serve for a one-year term;

     2.     The  approval  of  an amended and restated version of our 1996 Stock
            Option  Plan;  and

     3.     A shareholder proposal regarding our business operations in Northern
            Ireland

     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  our  solicitation.

     At the annual meeting, each holder of record of our common stock, par value
$0.05 per share, and our Class A common stock, par value $0.05 per share, at the
close  of  business on May 23, 2003 was entitled to vote, in person or by proxy,
one  vote for each share of our common stock and ten votes for each share of our
Class  A  common  stock,  as the case may be, held by the stockholder. As of the
record  date,  approximately  46,186,061  shares  of  our   common  Stock   were
outstanding  and approximately 2,688,876 shares of our Class A common stock were
outstanding.

     The  holders  of  record  of  shares of our common stock and Class A common
stock  entitled to 43,560,078 votes were either present in person or represented
by proxy, and constituted a quorum for the transaction of business at the annual
meeting.

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

<TABLE>
<CAPTION>
DIRECTOR NOMINEE            COMMON          VOTES          CLASS A         VOTES
----------------            ------          -----          -------         -----
                            STOCK         WITHHELD          STOCK        WITHHELD
                            -----         --------          -----        --------
                          VOTES FOR                       VOTES FOR
                         ----------       ---------       ----------
<S>                      <C>              <C>             <C>              <C>
Rowland Schaefer         39,146,503       1,855,878       25,572,030       4,940
Marla L. Schaefer        38,917,037       2,085,344       25,572,030       4,940
E. Bonnie Schaefer       38,917,068       2,085,313       25,572,030       4,940
Ira D. Kaplan            39,349,823       1,652,558       25,572,030       4,940
Carl M. Youngman         39,347,023       1,655,358       25,572,030       4,940
Bruce G. Miller          39,385,823       1,616,558       25,572,030       4,940
Todd D. Jick             39,346,292       1,656,089       25,572,030       4,940
Steven H. Tishman        39,004,273       1,998,108       25,572,030       4,940
Ann Spector Lieff        39,227,563       1,774,818       25,572,030       4,940
</TABLE>

     (c)     The proposal to approve an amended and restated version of our 1996
Stock  Option  Plan  was  approved  by the affirmative vote of a majority of the
votes  cast,  either in person or by proxy, at the annual meeting by the holders
of  the  outstanding shares of our common stock (one vote per share) and Class A
common  stock  (ten  votes  per  share),  voting  together  as  a  single class:

<TABLE>
<CAPTION>
             SHARES        VOTED FOR      VOTED AGAINST      ABSTAIN
             ------        ---------      -------------      --------
<S>                        <C>              <C>              <C>
          Common stock     35,936,406       4,725,510        340,464
          Class A stock    25,492,290          47,610         37,070
</TABLE>


                                       16
<PAGE>


     The  shareholder  proposal  regarding  our  business operations in Northern
Ireland  (referred  to  as  the  "MacBride  Principles") was not approved by the
required  affirmative  vote of a majority of the votes cast, either in person or
by  proxy, at the annual meeting by the holders of the outstanding shares of our
common  stock  (one  vote  per  share)  and  Class A common stock (ten votes per
share),  voting  together  as  a  single  class:

<TABLE>
<CAPTION>
   SHARES         VOTED FOR     VOTED AGAINST    ABSTAIN      BROKER NON-VOTE
-------------     ---------     -------------    -------      ---------------
<S>               <C>            <C>            <C>              <C>
Common stock      4,093,712      29,957,571     2,358,333        4,592,765
Class A stock       97,170       24,778,530       30,395          670,875
</TABLE>

                                        2
ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)     Exhibits

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

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

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

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

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

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

     (b)     Reports  on  Form  8-K

     During  the  quarterly  period  ended August 2, 2003, the Company filed the
following  Current  Reports  on  Form  8-K:

     Report  on  Form  8-K  filed  on  May  9,  2003  under  Items  5  and  9.

     Report  on  Form  8-K  filed  on  May  13,  2003  under  Items  5  and  9.

     Report  on  Form  8-K  filed  on  May  22,  2003  under  Items  5  and  9.

     Report  on  Form  8-K  filed  on  May  30,  2003  under  Items  5  and  7.

     Report  on  Form  8-K  filed  on  June  5,  2003  under  Items  7  and  9.

     Report  on  Form  8-K  filed  on  June  24,  2003  under  Items  7  and  9.

     Report  on  Form  8-K  filed  on  July  14,  2003  under  Items  5  and  7.

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


                                       17
<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)

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

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

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


                                       18
<PAGE>


                                INDEX TO EXHIBITS
                                -----------------


EXHIBIT  NO.     DESCRIPTION
------------     -----------
31.1     Certification  of  Acting  Co-Chief  Executive Officer pursuant to Rule
         13a-14(a)  and  15d-14(a).
31.2     Certification  of  Acting  Co-Chief  Executive Officer pursuant to Rule
         13a-14(a)  and  15d-14(a).
31.3     Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
         15d-14(a).
32.1     Certification  of  Acting  Co-Chief  Executive  Officer  pursuant to 18
         U.S.C.  Section  1350,  as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act  of  2002.
32.2     Certification  of  Acting  Co-Chief  Executive  Officer  pursuant to 18
         U.S.C.  Section  1350,  as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act  of  2002.
32.3     Certification  of Chief Financial Officer pursuant to 18 U.S.C. Section
         1350,  as  adopted  pursuant  to  Section 906 of the Sarbanes-Oxley Act
         of 2002.


                                       19
<PAGE>


                                                                    Exhibit 31.1
                                                                    ------------

                             CERTIFICATE PURSUANT TO
                         RULES 13a-15(e) and 15d-15(e),
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Marla  Schaefer,  Acting Co-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 report does not contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact necessary 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 report;

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

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and  15d-15(e)) for the registrant and we have:

   a)  Designed  such  disclosure  controls   and  procedures,  or  caused  such
disclosure  controls  and  procedures  to  be designed under our supervision, to
ensure  that  material  information  relating  to  the registrant, including its
consolidated  subsidiaries, is made known to us by others within those entities,
particularly  during  the  period  in  which  this  report  is  being  prepared;

   b)  Evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

   c)  Disclosed  in this report any change in the registrant's internal control
over  financial  reporting  that  occurred  during  the registrant's most recent
fiscal  quarter (the registrant's fourth fiscal quarter in the case of an annual
report)  that  has  materially  affected,  or is reasonably likely to materially
affect,  the  registrant's  internal  control  over  financial   reporting;  and

5.     The  registrant's other certifying officer(s) and I have disclosed, based
on  our  most recent evaluation of internal control over financial reporting, to
the  registrant's  auditors  and  the  audit  committee of registrant's board of
directors  (or  persons  performing  the  equivalent  functions):

   a)  All  significant  deficiencies  and  material weaknesses in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

   b)  Any  fraud,  whether  or  not material, that involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.

September  15,  2003                         s/  Marla  Schaefer
                                             -------------------
                                             Marla  Schaefer
                                             Acting  Co-Chief Executive  Officer


                                       20
<PAGE>


                                                                    Exhibit 31.2
                                                                    ------------

                             CERTIFICATE PURSUANT TO
                         RULES 13a-15(e) and 15d-15(e),
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  E.  Bonnie  Schaefer,  Acting Co-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 report does not contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact necessary 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 report;

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

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and  15d-15(e)) for the registrant and we have:

   a)  Designed  such   disclosure  controls  and  procedures,  or  caused  such
disclosure  controls  and  procedures  to  be designed under our supervision, to
ensure  that  material  information  relating  to  the registrant, including its
consolidated  subsidiaries, is made known to us by others within those entities,
particularly  during  the  period  in  which  this  report  is  being  prepared;

   b)  Evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

   c)  Disclosed  in this report any change in the registrant's internal control
over  financial  reporting  that  occurred  during  the registrant's most recent
fiscal  quarter (the registrant's fourth fiscal quarter in the case of an annual
report)  that  has  materially  affected,  or is reasonably likely to materially
affect,  the  registrant's  internal  control  over  financial  reporting;  and

5.     The  registrant's other certifying officer(s) and I have disclosed, based
on  our  most recent evaluation of internal control over financial reporting, to
the  registrant's  auditors  and  the  audit  committee of registrant's board of
directors  (or  persons  performing  the  equivalent  functions):

   a)  All  significant  deficiencies  and  material weaknesses in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

   (b)  Any  fraud,  whether  or not material, that involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.

September  15,  2003                         /s/  E.  Bonnie  Schaefer
                                             -------------------------
                                             E.  Bonnie  Schaefer
                                             Acting  Co-Chief  Executive Officer


                                       21
<PAGE>


                                                                    Exhibit 31.3

                             CERTIFICATE PURSUANT TO
                         RULES 13a-15(e) and 15d-15(e),
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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 report does not contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact necessary 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 report;

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

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and  15d-15(e)) for the registrant and we have:

   a)  Designed  such  disclosure  controls  and  procedures,   or  caused  such
disclosure  controls  and  procedures  to  be designed under our supervision, to
ensure  that  material  information  relating  to  the registrant, including its
consolidated  subsidiaries, is made known to us by others within those entities,
particularly  during  the  period  in  which  this  report  is  being  prepared;

   b)  Evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

   c)  Disclosed  in this report any change in the registrant's internal control
over  financial  reporting  that  occurred  during  the registrant's most recent
fiscal  quarter (the registrant's fourth fiscal quarter in the case of an annual
report)  that  has  materially  affected,  or is reasonably likely to materially
affect,  the  registrant's  internal  control   over  financial  reporting;  and

5.     The  registrant's other certifying officer(s) and I have disclosed, based
on  our  most recent evaluation of internal control over financial reporting, to
the  registrant's  auditors  and  the  audit  committee of registrant's board of
directors  (or  persons  performing  the  equivalent  functions):

   a)  All  significant  deficiencies  and  material weaknesses in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

   b)  Any  fraud,  whether  or  not material, that involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.

September  15,  2003                         /s/  Ira  D.  Kaplan
                                             --------------------
                                             Ira  D.  Kaplan
                                             Chief  Financial  Officer


                                       22
<PAGE>


                                                                    Exhibit 32.1
                                                                    ------------

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Current Report on Form 10-Q of Claire's Stores, Inc.
(the  "Company") for the quarterly period ended August 2, 2003 as filed with the
Securities  and  Exchange Commission on the date hereof (the "Report"), I, Marla
Schaefer,  Acting  Co-Chief  Executive  Officer  of the Company, hereby certify,
pursuant  to  18  U.S.C.  Sec.  1350,  as  adopted  pursuant  to Sec. 906 of the
Sarbanes-Oxley  Act  of  2002,  that:

(1)     The  Report  fully  complies  with  the requirements of section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934;  and

(2)     The information contained in the Report fairly presents, in all material
respects,  the  financial  condition  and  results of operations of the Company.

                                             /s/  Marla  Schaefer
                                             --------------------
                                             Marla  Schaefer
                                             Acting  Co-Chief  Executive Officer
                                             September  15,  2003

                                       23
<PAGE>
                                                                    Exhibit 32.2
                                                                    ------------

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Current Report on Form 10-Q of Claire's Stores, Inc.
(the  "Company") for the quarterly period ended August 2, 2003 as filed with the
Securities  and Exchange Commission on the date hereof (the "Report"), I, Bonnie
Schaefer,  Acting  Co-Chief  Executive  Officer  of the Company, hereby certify,
pursuant  to  18  U.S.C.  Sec.  1350,  as  adopted  pursuant  to Sec. 906 of the
Sarbanes-Oxley  Act  of  2002,  that:

(1)     The  Report  fully  complies  with  the requirements of section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934;  and

(2)     The information contained in the Report fairly presents, in all material
respects,  the  financial  condition  and  results of operations of the Company.

                                             /s/  E.  Bonnie  Schaefer
                                             -------------------------
                                             E.  Bonnie  Schaefer
                                             Acting  Co-Chief Executive  Officer
                                             September  15,  2003


                                       24
<PAGE>


                                                                    Exhibit 32.3
                                                                    ------------
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Current Report on Form 10-Q of Claire's Stores, Inc.
(the  "Company") for the quarterly period ended August 2, 2003 as filed with the
Securities  and Exchange Commission on the date hereof (the "Report"), I, Ira D.
Kaplan,  Chief  Financial Officer of the Company, hereby certify, pursuant to 18
U.S.C.  Sec.  1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of
2002,  that:

(1)     The  Report  fully  complies  with  the requirements of section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934;  and

(2)     The information contained in the Report fairly presents, in all material
respects,  the  financial  condition  and  results of operations of the Company.


                                             /s/  Ira  D.  Kaplan
                                             --------------------
                                             Ira  D.  Kaplan
                                             Chief  Financial  Officer
                                             September  15,  2003