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                                                                  EXHIBIT 10.4

                                AMENDMENT NO. 1
                                       TO
                              EMPLOYMENT AGREEMENT

         THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered
into this 16th day of April, 2002, to be effective for all purposes as of
September 26, 2001, by and between CHICO'S FAS, INC., a Florida corporation
(the "Company"), and HELENE B. GRALNICK, residing at residing at 10731 Bromley
Lane, Fort Myers, FL 33912 (the "Executive").

                                  WITNESSETH:

         WHEREAS, the parties hereto have entered into that certain Employment
Agreement dated as of February 7, 2000 by and between the Company and the
Executive (the "Employment Agreement"); and

         WHEREAS, the Company and the Executive have agreed to amend the terms
of the Employment Agreement in certain respects as set forth in this Amendment
No. 1 to Employment Agreement (the "Amendment").

1.       TERM

         Section 2 of the Employment Agreement shall be replaced in its
entirety by the following:

                  2.       TERM.

                           Subject to the provisions of termination as
         hereinafter provided, the term of employment under this Agreement
         shall begin as of February 7, 2000 and shall continue through
         January 31, 2004; provided, however, that beginning on February 1,
         2004 and on each February 1st (each a "Renewal Date") thereafter, the
         term of this agreement shall automatically be extended for one
         additional year unless either party gives the other written notice of
         termination at least ninety (90) days prior to any such Renewal Date.

2.       COMPENSATION; REIMBURSEMENT, ETC.

         Subsections (a), (b) and (c) of the Employment Agreement shall be
replaced in their entirety as follows:

                  (a)      Basic Salary. The Employer shall pay to the
         Executive as compensation for all services rendered by the Executive
         during the term of this Agreement a basic annualized salary as follows
         (the "Basic Salary"), or such other sum as the parties may agree on
         from time to time, payable monthly or in other


                                      1.

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         more frequent installments, as determined by the Employer:

<TABLE>
<CAPTION>
                                    Period                                      Basic Annualized Salary
                                    ------                                      -----------------------
                  <S>                                                           <C>
                  For the period from February 7, 2000
                            through January 31, 2001                                   $230,000

                  For the period from February 1, 2001
                            through January 31, 2002                                   $250,000

                  For the period from February 1, 2002
                            through January 31, 2003                                   $275,000

                  For the period from February 1, 2003
                            through January 31, 2004 and thereafter                    $300,000
</TABLE>

         The Board of Directors of the Employer shall have the right to
         increase the Executive's compensation from time to time by action of
         the Board of Directors. In addition, the Board of Directors of the
         Employer, in its discretion, may, with respect to any year during the
         term hereof, award a bonus or bonuses to the Executive in addition to
         the bonuses provided for in Section 3(b). The compensation provided
         for in this Section 3(a) shall be in addition to any pension or profit
         sharing payments set aside or allocated for the benefit of the
         Executive.

                  (b)      Bonuses. In addition to the Basic Salary to be paid
         pursuant to Section 3(a) of this Agreement, during the term of this
         Agreement or any renewal or extension, the Company shall pay to the
         Executive as incentive compensation quarterly and annual bonuses in
         accordance with the incentive bonus plan(s) adopted from time to time
         by the Board or the Compensation and Benefits Committee of the Board
         (the "Committee"), as the case may be. Such plan for the initial three
         year term of this Agreement ending January 31, 2003 and the additional
         one year term of this Agreement ending January 31, 2004, among other
         things, shall establish a "Target Bonus" equal to 50% of the
         Executive's Basic Salary and a "Maximum Bonus" equal to 100% of the
         Executive's Basic Salary.

                  (c)      Stock Options. The Executive shall participate in
         under the Employer's stock option plan or plans, in accordance with
         the terms thereof, through the grant by the Committee of nonqualified
         options to purchase shares of the Employer's common stock, as follows
         (the "Options"), provided that Executive remains employed by the
         Employer on the approximate date of grant:


                                      2.

<PAGE>

<TABLE>
<CAPTION>
                           Approximate Date of Grant                   Number of Options
                           -------------------------                   -----------------
                           <S>                                         <C>
                           Effective Date of this Agreement                  25,000
                           February 1, 2001                                  30,000
                           February 1, 2002                                  30,000
                           February 1, 2003                                  30,000
</TABLE>

         The date of grant for each tranche of Options shall be the respective
         day on which the Committee acts to effectuate the respective grant.
         The initial exercise price for each tranche of the Options shall be
         the closing price for the Company's stock on the Nasdaq Stock Market
         (NMS) on the respective date of grant. The Options shall be subject to
         the terms of the applicable stock option plan under which they are
         issued.

3.       DUTIES

         Section 4 of the Employment Agreement shall be replaced in its
entirety by the following:

                  4.       DUTIES. The Executive is engaged as the Senior Vice
         President - Design and Concept. In addition, the Executive shall have
         such other duties and hold such other offices as may from time to time
         be reasonably assigned to him by the Board of Directors of the
         Employer.

4.       NOTICE ADDRESS

                  The notice address for the Executive in Section 20 of the
Employment Agreement shall be changed to be the following:

                  To the Executive:

                  Helene B. Gralnick
                  10731 Bromley Lane
                  Fort Myers, Florida 33912

5.       MISCELLANEOUS

         Unless specifically modified, added or deleted by this Amendment No.1,
all terms and provisions of the Employment Agreement remain in full force and
effect throughout the term of the Employment Agreement, as amended.


                                      3.

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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
the day and year first above written.



                                       CHICO'S FAS, INC.



                                       By: /s/ Scott A. Edmonds
                                           Scott A. Edmonds, President

                                                             "Company"



                                       /s/ Helene B. Gralnick
                                       HELENE B. GRALNICK

                                                             "Executive"


                                      4.