EXHIBIT 4.3

                              CLAIRE'S STORES, INC.
                             1996 STOCK OPTION PLAN


1.     Purpose.  The  purpose  of  this  Plan  is  to  advance  the interests of
Claire's  Stores,  Inc.,  a  Delaware  corporation  (the  "Company"),  and  its
Subsidiaries  by  providing  an  additional  incentive  to  attract  and  retain
qualified  and  competent  persons  who  provide services to the Company and its
Subsidiaries, and upon whose efforts and judgment the success of the Company and
its  Subsidiaries  is  largely  dependent,  through  the  encouragement of stock
ownership  in  the  Company  by  such  persons.

2.     Definitions.  As  used herein, the following terms shall have the meaning
indicated:

     (a)  "Board"  shall  mean  the  board  of  directors  of  the  Company.

     (b)  "Committee"  shall  mean the committee appointed by the Board pursuant
          to  Section  13(a)  hereof.

     (c)  "Common  Stock"  shall mean the Company's Common Stock, par value $.05
          per  share
 .
     (d)  "Director"  shall  mean  a  member  of  the  Board
 .
     (e)  "Fair Market Value" of a Share on any date of reference shall mean the
          "Closing  Price"  (as defined below) of the Common Stock on such date,
          unless  the Committee in its sole discretion shall determine otherwise
          in  a  fair  and  uniform  manner. For the purpose of determining Fair
          Market  Value, the "Closing Price" of the Common Stock on any business
          day shall be (i) if the Common Stock is listed or admitted for trading
          on  any  United  States  national  securities  exchange,  or if actual
          transactions  are  otherwise  reported  on  a consolidated transaction
          reporting system, the last reported sale price of Common Stock on such
          exchange  or reporting system, as reported in any newspaper of general
          circulation,  (ii)  if  the  Common  Stock  is  quoted on the National
          Association  of  Securities  Dealers  Automated  Quotations  System
          ("NASDAQ"),  or  any  similar  system  of  automated  dissemination of
          quotations  of securities prices in common use, the last reported sale
          price  of  Common  Stock  on  such  system or, if sales prices are not
          reported,  the  mean  between  the  closing  high  bid  and  low asked
          quotations for such day of Common Stock on such system, as reported in
          any newspaper of general circulation or (iii) if neither clause (i) or
          (ii)  is  applicable,  the  mean  between  the  high bid and low asked
          quotations  for the Common Stock as reported by the National Quotation
          Bureau,  Incorporated if at least two securities dealers have inserted
          both bid and asked quotations for Common Stock on at least five of the
          ten  preceding  days.  If  neither  (i),  (ii),  or  (iii)  above  is
          applicable,  then  Fair Market Value shall be determined in good faith
          by  the  Committee  or  the  Board  in  a  fair  and  uniform  manner.

     (f)  "Incentive  Stock  Option"  shall  mean  an  incentive stock option as
          defined  in  Section  422  of  the  Internal  Revenue  Code.

     (g)  "Internal  Revenue Code" shall mean the Internal Revenue Code of 1986,
          as  amended  from  time  to  time.

     (h)  "Non-Qualified  Stock  Option"  shall  mean  an Option which is not an
          Incentive  Stock  Option.

     (i)  "Officer"  shall  mean the Company's Chairman of the Board, President,
          Chief  Executive  Officer,  principal  financial  officer,  principal
          accounting  officer,  any vice-president of the Company in charge of a
          principal  business  unit,  division  or  function  (such  as  sales,
          administration  or  finance),  any  other  officer  who  performs  a
          policy-making  function,  or  any  other  person  who performs similar
          policy-making  functions  for  the  Company.  Officers of Subsidiaries
          shall  be  deemed  Officers  of  the  Company  if  they  perform  such
          policy-making  functions  for  the Company. As used in this paragraph,

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          the  phrase  "policy-making  function"  does not include policy-making
          functions  that  are  not  significant.  If pursuant to Item 401(b) of
          Regulation  S-K  (17  C.F.R.  Sec.229.401(b)) the Company identifies a
          person  as  an  "executive officer," the person so identified shall be
          deemed  an  "Officer"  even though such person may not otherwise be an
          "Officer"  pursuant  to  the  foregoing  provisions of this paragraph.

     (j)  "Option"  (when  capitalized) shall mean any option granted under this
          Plan.

     (k)  "Optionee" shall mean a person to whom a stock option is granted under
          this  Plan  or  any  person  who succeeds to the rights of such person
          under  this  Plan  by  reason  of  the  death  of  such  person.

     (l)  "Outside  Director"  shall mean a member of the Board who qualifies as
          an  "outside  director"  under  Section 162(m) of the Internal Revenue
          Code  and  the regulations thereunder and as a "Non-Employee Director"
          under  Rule  16b-3  promulgated  under  the  Securities  Exchange Act.

     (m)  "Plan"  shall  mean  this  1996  Stock  Option  Plan  of  the Company.

     (n)  "Securities  Exchange  Act"  shall mean the Securities Exchange Act of
          1934,  as  amended  from  time  to  time.

     (o)  "Share"  shall  mean  a  share  of  Common  Stock.

     (p)  "Subsidiary"  shall  mean  any corporation (other than the Company) in
          any  unbroken  chain of corporations beginning with the Company if, at
          the time of the granting of the Option, each of the corporations other
          than  the last corporation in the unbroken chain owns stock possessing
          50  percent  or more of the total combined voting power of all classes
          of  stock  in  one  of  the  other  corporations  in  such  chain.

3.     Shares Available for Option Grants.  The Committee or the Board may grant
to  Optionees  from time to time Options to purchase an aggregate of up to THREE
MILLION (3,000,000) Shares (plus the number of shares unused or recaptured under
the Company's 1991 Stock Option Plan) from the Company's authorized and unissued
Shares.  If  any  Option  granted  under the Plan shall terminate, expire, or be
canceled  or surrendered as to any Shares, new Options may thereafter be granted
covering  such  Shares.

4.     Incentive  and  Non-Qualified  Options.  (a)  An Option granted hereunder
shall  be  either  an  Incentive Stock Option or a Non-Qualified Stock Option as
determined by the Committee or the Board at the time of grant of such Option and
shall  clearly  state whether it is an Incentive Stock Option or a Non-Qualified
Stock  Option. All Incentive Stock Options shall be granted within 10 years from
the  effective  date of this Plan. Incentive Stock Options may not be granted to
any  person  who  is  not  an  employee  of  the  Company  or  any  Subsidiary.

     (b)  Options otherwise qualifying as Incentive Stock Options hereunder will
          not  be  treated  as  Incentive  Stock  Options to the extent that the
          aggregate  fair  market  value  (determined  at the time the Option is
          granted)  of  the  Shares,  with  respect to which Options meeting the
          requirements  of  Section  422(b)  of  the  Internal  Revenue Code are
          exercisable  for  the first time by any individual during any calendar
          year  (under  all  plans  of the Company and its parent and subsidiary
          corporations  as defined in Section 424 of the Internal Revenue Code),
          exceeds  $100,000.

5.     Conditions for Grant of Options. (a) Each Option shall be evidenced by an
option  agreement that may contain any term deemed necessary or desirable by the
Committee  or the Board, provided such terms are not inconsistent with this Plan
or  any  applicable  law.  Optionees  shall be (i) those persons selected by the
Committee  or  the  Board from the class of all regular employees of, or persons
who  provide  consulting  or  other  services as independent contractors to, the
Company  or  its  Subsidiaries, including Directors and Officers who are regular
employees,  and  (ii) Directors or Officers who are not employees of the Company
or of any Subsidiaries. Any person who files with the Committee or the Board, in
a  form  satisfactory  to  the      Committee  or  the  Board,  a written waiver

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of  eligibility  to  receive any Option under this Plan shall not be eligible to
receive  any  Option  under  this  Plan  for  the  duration  of  such  waiver.

     (b)  In  granting  Options,  the  Committee  or  the  Board shall take into
          consideration  the  contribution the person has made to the success of
          the  Company  or  its  Subsidiaries  and  such  other  factors  as the
          Committee  or  the  Board  shall determine. The Committee or the Board
          shall  also  have  the  authority  to  consult  with  and  receive
          recommendations  from  officers and other personnel of the Company and
          its  Subsidiaries  with  regard to these matters. The Committee or the
          Board  may  from  time  to  time  in  granting  Options under the Plan
          prescribe  such  other terms and conditions concerning such Options as
          it  deems  appropriate, including, without limitation, (i) prescribing
          the  date  or  dates  on  which  the  Option becomes exercisable, (ii)
          providing  that  the  Option  rights  accrue  or become exercisable in
          installments  over a period of years, or upon the attainment of stated
          goals or both, or (iii) relating an Option to the continued employment
          of  the  Optionee  for  a specified period of time, provided that such
          terms  and conditions are not more favorable to an Optionee that those
          expressly  permitted  herein.

     (c)  The  Options granted to employees under this Plan shall be in addition
          to regular salaries, pension, life insurance or other benefits related
          to  their employment with the Company or its Subsidiaries. Neither the
          Plan  nor  any  Option  granted  under  the Plan shall confer upon any
          person  any  right  to  employment or continuance of employment by the
          Company  or  its  Subsidiaries.

     (d)  Notwithstanding  any  other provision of this Plan, an Incentive Stock
          Option  shall  not  be  granted  to  any  person  owning  directly  or
          indirectly  (through  attribution under Section 424(d) of the Internal
          Revenue  Code) at the date of grant, stock possessing more than 10% of
          the total combined voting power of all classes of stock of the Company
          (or of its parent or subsidiary corporation [as defined in Section 424
          of  the Internal Revenue Code] at the date of grant) unless the option
          price  of such Option is at least 110% of the Fair Market Value of the
          Shares  subject  to such Option on the date the Option is granted, and
          such  Option  by  its terms is not exercisable after the expiration of
          five  years  from  the  date  such  Option  is  granted.

     (e)  Notwithstanding  any  other provision of this Plan, and in addition to
          any  other  requirements  of this Plan, the aggregate number of Shares
          subject to Options granted to any one Optionee may not exceed 500,000,
          subject  to  adjustment  as  provided  in  Section  10  hereof.

6.     Option  Price.  The  option  price  per  Share of any Option shall be any
price  determined  by  the Committee or the Board but shall not be less than the
par  value per Share; provided, however, that in no event shall the option price
per  Share  of  any Incentive Stock Option be less than the Fair Market Value of
the  Shares  underlying  such  Option  on  the  date  such  Option  is  granted.

7.     Exercise  of  Options.  An  Option shall be deemed exercised when (i) the
Company  has  received  written  notice  of such exercise in accordance with the
terms  of  the  Option,  (ii)  full payment of the aggregate option price of the
Shares as to which the Option is exercised has been made, and (iii) arrangements
that  are satisfactory to the Committee or the Board in its sole discretion have
been  made  for  the  Optionee's  payment  to  the Company of the amount that is
necessary  for  the  Company or Subsidiary employing the Optionee to withhold in
accordance with applicable Federal or state tax withholding requirements. Unless
further limited by the Committee or the Board in any Option, and subject to such
guidelines  as the Committee or the Board may establish, the option price of any
Shares  purchased  shall  be paid (1) in cash, (2) by certified or official bank
check,  (3)  by  money  order, (4) with Shares, (5) by the withholding of Shares
issuable  upon  exercise of the Option or by any other form of cashless exercise
procedure  approved  by  the  Committee  or  the  Board,  or  (6)  in such other
consideration  as  the  Committee  or  the  Board  deems  appropriate,  or  by a
combination  of the above. The Committee or the Board in its sole discretion may
accept  a  personal  check  in  full  or  partial  payment of any Shares. If the
exercise  price  is  paid  in  whole  or  in  part  with  Shares, or through the
withholding  of  Shares  issuable  upon exercise of the Option, the value of the
Shares  surrendered or withheld shall be their Fair Market Value on the date the
Option  is  exercised.  The Company in its sole discretion may, on an individual
basis  or  pursuant  to  a  general  program established in connection with this

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Plan,  lend  money to an Optionee, guarantee a loan to an Optionee, or otherwise
assist  an Optionee to obtain the cash necessary to exercise all or a portion of
an  Option  granted  hereunder  or  to  pay  any  tax  liability of the Optionee
attributable  to  such  exercise. If the exercise price is paid in whole or part
with  Optionee's  promissory note, such note shall (i) provide for full recourse
to  the  maker,  (ii)  be  collateralized  by  the pledge of the Shares that the
Optionee  purchases  upon  exercise  of  such Option, (iii) bear interest at the
prime  rate of the Company's principal lender, and (iv) contain such other terms
as  the Board in its sole discretion shall reasonably require. No Optionee shall
be  deemed  to be a holder of any Shares subject to an Option unless and until a
stock  certificate  or certificates for such Shares are issued to such person(s)
under  the  terms  of  this  Plan.  No  adjustment  shall  be made for dividends
(ordinary  or  extraordinary,  whether in cash, securities or other property) or
distributions  or  other  rights  for which the record date is prior to the date
such  stock  certificate  is  issued, except as expressly provided in Section 10
hereof.

8.     Exercisability  of  Options.  Any Option shall become exercisable in such
amounts,  at  such  intervals  and upon such terms as the Committee or the Board
shall  provide  in  such Option, except as otherwise provided in this Section 8.

     (a)  The  expiration date of an Option shall be determined by the Committee
          at  the  time of grant, but in no event shall an Option be exercisable
          after  the expiration of 10 years from the date on which the Option is
          granted.

     (b)  No  Option  may  be exercised prior to one year from the date on which
          the  Option  is granted, except that the Committee or the Board may in
          its  sole  discretion  accelerate  the date on which any Option may be
          exercised  and may accelerate the vesting of any Shares subject to any
          Option  or  previously  acquired  by  the  exercise  of  any  Option.

9.     Termination  of  Option  Period.  The  unexercised  portion of any Option
shall  automatically  and  without  notice terminate and become null and void at
those times determined by the Committee or the Board and set forth in the option
agreement  that  evidences  the  Option.

10.     Adjustment  of Shares. (a) If at any time while the Plan is in effect or
unexercised  Options are outstanding, there shall be any increase or decrease in
the  number  of issued and outstanding Shares through the declaration of a stock
dividend  or  through  any  recapitalization  resulting  in  a  stock  split-up,
combination  or  exchange  of  Shares,  then  and  in  such  event:

          (i)  appropriate  adjustment  shall  be  made in the maximum number of
               Shares available for grant under the Plan, or available for grant
               to  any person under the Plan, so that the same percentage of the
               Company's  issued  and  outstanding  Shares  shall continue to be
               subject  to  being  so  optioned;  and

          (ii) appropriate  adjustment shall be made in the number of Shares and
               the  exercise  price  per  Share  thereof  then  subject  to  any
               outstanding  Option, so that the same percentage of the Company's
               issued and outstanding Shares shall remain subject to purchase at
               the  same  aggregate  exercise  price.

     (b)  Unless  otherwise  provided  in any Option, the Committee or the Board
          may  change  the  terms  of  Options outstanding under this Plan, with
          respect  to  the  option  price or the number of Shares subject to the
          Options, or both, when, in the Committee's or Board's sole discretion,
          such adjustments become appropriate so as to preserve but not increase
          benefits  under  the  Plan.

     (c)  Except  as  otherwise  expressly  provided herein, the issuance by the
          Company  of  shares  of  its capital stock of any class, or securities
          convertible  into  shares  of  capital  stock  of any class, either in
          connection  with  a  direct  sale  or  upon  the exercise of rights or
          warrants  to  subscribe  therefor,  or  upon  conversion  of shares or
          obligations  of  the  Company  convertible  into  such shares or other
          securities,  shall  not  affect,  and  no adjustment by reason thereof
          shall  be  made  to,  the  number of or exercise price for Shares then
          subject  to  outstanding  Options  granted  under  the  Plan.

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     (d)  Without  limiting  the  generality  of the foregoing, the existence of
          outstanding  Options  granted  under  the Plan shall not affect in any
          manner  the  right  or  power  of  the  Company  to make, authorize or
          consummate  (i)  any  or  all  adjustments,  recapitalizations,
          reorganizations or other changes in the Company's capital structure or
          its  business;  (ii) any merger or consolidation of the Company; (iii)
          any  issue  by  the  Company  of  debt  securities,  or  preferred  or
          preference  stock  that  would  rank  above  the  Shares  subject  to
          outstanding  Options;  (iv)  the  dissolution  or  liquidation  of the
          Company;  (v)  any  sale, transfer or assignment of all or any part of
          the assets or business of the Company; or (vi) any other corporate act
          or  proceeding,  whether  of  a  similar  character  or  otherwise.

11.     Transferability  of  Options  and Shares. (a) No Incentive Stock Option,
and  unless  the prior written consent of the Committee or the Board is obtained
and  the transaction does not violate the requirements of Rule 16b-3 promulgated
under  the  Securities  Exchange  Act  no  Non-Qualified  Stock Option, shall be
subject  to  alienation, assignment, pledge, charge or other transfer other than
by the Optionee by will or the laws of descent and distribution, and any attempt
to  make  any  such  prohibited  transfer  shall  be  void. Each Option shall be
exercisable  during the Optionee's lifetime only by the Optionee, or in the case
of  a  Non-Qualified Stock Option that has been assigned or transferred with the
prior  written  consent  of  the  Committee  or the Board, only by the permitted
assignee.

     (b)  Unless  the  prior  written  consent  of the Committee or the Board is
          obtained and the transaction does not violate the requirements of Rule
          16b-3  promulgated  under  the  Securities  Exchange  Act,  no  Shares
          acquired  by  an  Officer  or  Director pursuant to the exercise of an
          Option  may  be sold, assigned, pledged or otherwise transferred prior
          to  the expiration of the six-month period following the date on which
          the  Option  was  granted.

12.     Issuance  of  Shares.  (a)  Notwithstanding  any other provision of this
Plan,  the  Company  shall  not  be  obligated  to issue any Shares unless it is
advised  by  counsel of its selection that it may do so without violation of the
applicable  Federal and State laws pertaining to the issuance of securities, and
may  require  any  stock so issued to bear a legend, may give its transfer agent
instructions,  and  may take such other steps, as in its judgment are reasonably
required  to  prevent  any  such  violation.

     (b)  As  a condition to any sale or issuance of Shares upon exercise of any
          Option,  the  Committee  or  the  Board may require such agreements or
          undertakings  as  the  Committee  or  the  Board may deem necessary or
          advisable  to  facilitate  compliance  with  any  applicable  law  or
          regulation  including,  but  not  limited  to,  the  following:

          (i)  a  representation and warranty by the Optionee to the Company, at
               the time any Option is exercised, that he is acquiring the Shares
               to be issued to him for investment and not with a view to, or for
               sale in connection with, the distribution of any such Shares; and

          (ii) a  representation,  warranty  and/or agreement to be bound by any
               legends  endorsed  upon  the  certificate(s) for such Shares that
               are,  in  the opinion of the Committee or the Board, necessary or
               appropriate  to  facilitate compliance with the provisions of any
               securities  laws  deemed  by  the  Committee  or  the Board to be
               applicable  to  the  issuance  and  transfer  of  such  Shares.

13.     Administration  of  the  Plan.  (a)  The Plan shall be administered by a
committee  appointed  by  the Board (the "Committee") which shall be composed of
two  or more Directors all of whom shall be Outside Directors. The membership of
the  Committee  shall  be  constituted  so  as  to  comply at all times with the
applicable  requirements of Rule 16b-3 promulgated under the Securities Exchange
Act  and  Section 162(m) of the Internal Revenue Code. The Committee shall serve
at  the  pleasure  of  the Board and shall have the powers designated herein and
such  other  powers  as  the  Board  may  from  time  to  time  confer  upon it.

     (b)  The Board may grant Options pursuant to this Plan to Directors who are
          not employees of the Company or any Subsidiary and/or other persons to
          whom  Options  may  be  granted  under  Section  5(a)  hereof.
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     (c)  The  Committee  or  the  Board, from time to time, may adopt rules and
          regulations  for  carrying  out  the  purposes  of  the  Plan.  The
          determinations  by  the Committee or the Board, and the interpretation
          and  construction  of  any  provision of the Plan or any Option by the
          Committee  or  the  Board,  shall  be  final  and  conclusive.

     (d)  Any and all decisions or determinations of the Committee shall be made
          either  (i)  by  a  majority vote of the members of the Committee at a
          meeting or (ii) without a meeting by the unanimous written approval of
          the  members  of  the  Committee.

14.     Withholding or Deduction for Taxes.  If at any time specified herein for
the  making  of  any  issuance  or delivery of any Option or Common Stock to any
Optionee  or  beneficiary,  any  law or regulation of any governmental authority
having jurisdiction in the premises shall require the Company to withhold, or to
make  any  deduction  for, any taxes or take any other action in connection with
the  issuance  or  delivery  then to be made, such issuance or delivery shall be
deferred until such withholding or deduction shall have been provided for by the
Optionee  or  beneficiary,  or  other  appropriate action shall have been taken.

15.     Interpretation.  (a)  As  it  is the intent of the Company that the Plan
comply in all respects with Rule 16b-3 promulgated under the Securities Exchange
Act  ("Rule  16b-3"),  any ambiguities or inconsistencies in construction of the
Plan shall be interpreted to give effect to such intention, and if any provision
of  the  Plan  is  found not to be in compliance with Rule 16b-3, such provision
shall  be  deemed  null  and  void  to the extent required to permit the Plan to
comply  with  Rule 16b-3. The Committee or the Board may from time to time adopt
rules and regulations under, and amend, the Plan in furtherance of the intent of
the  foregoing.

     (b)  The  Plan  shall be administered and interpreted so that all Incentive
          Stock  Options  granted under the Plan will qualify as Incentive Stock
          Options  under  section  422  of  the  Internal  Revenue  Code. If any
          provision  of  the  Plan  should  be  held invalid for the granting of
          Incentive  Stock Options or illegal for any reason, such determination
          shall not affect the remaining provisions hereof, but instead the Plan
          shall  be  construed  and enforced as if such provision had never been
          included  in  the  Plan.

     (c)  This  Plan  shall  be  governed  by the laws of the State of Delaware.

     (d)  Headings  contained in this Plan are for convenience only and shall in
          no  manner  be  construed  as  part  of  this  Plan.

     (e)  Any  reference to the masculine, feminine, or neuter gender shall be a
          reference  to  such  other  gender  as  is  appropriate.

16.     Amendment  and  Discontinuation of the Plan.  The Committee or the Board
may  from  time  to  time  amend,  suspend  or terminate the Plan or any Option;
provided,  however,  that,  any  amendment  to  the Plan shall be subject to the
approval  of the Company's shareholders if such shareholder approval is required
by  any  federal or state law or regulation (including, without limitation, Rule
16b-3  or  to  comply  with  Section 162(m) of the Internal Revenue Code) or the
rules  of  any  stock exchange or automated quotation system on which the Common
Stock  may then be listed or traded. Except to the extent provided in Sections 9
and 10 hereof, no amendment, suspension or termination of the Plan or any Option
issued  hereunder  shall  substantially  impair  the  rights  or benefits of any
Optionee  pursuant  to  any Option previously granted without the consent of the
Optionee.

17.     Effective  Date and Termination Date.  The effective date of the Plan is
August  13,  1996,  the  date  on which the Board adopts this Plan, and the Plan
shall  terminate  on  the  tenth  anniversary  of  such  adoption.

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