SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                                                  

                            FORM 10-K

         [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
              OF THE SECURITIES EXCHANGE ACT OF 1934
            For the fiscal year ended February 1, 1997
                                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 No. 1-8899

                                                

                      Claire's Stores, Inc.
      (Exact name of registrant as specified in its charter)

        Delaware                                          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:
                                                     Name of each exchange on 
   Title of each class                                 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    No    

  Indicate by check mark if disclosure of delinquent filers pursuant to item 
 405 of Regulation S-K is not contained herein, and will not be contained, 
 to the best of registrant's knowledge, in definitive proxy or information 
 statements incorporated by reference in Part III of this Form 10-K or any 
 amendment to this Form 10-K. [ ]

  At March 31, 1997, the aggregate market value of the 40,668,867 shares of 
 voting stock held by non-affiliates of the registrant was $681,203,522.

  At March 31, 1997, there were outstanding 45,243,047 shares of registrant's
 Common Stock, $.05 par value, and 2,918,583 shares of the registrant's Class
 A Common Stock, $.05 par value, including Treasury Shares.

               DOCUMENTS INCORPORATED BY REFERENCE


  The Proxy Statement for the 1997 Annual Meeting of Stockholders is 
 incorporated by reference into Part III.
                                                                             
<PAGE>
                                  PART I
Item 1. Business

General

Claire's Stores, Inc. (the "Company"), operating through its wholly-owned
subsidiaries, Claire's Boutiques, Inc. ("Claire's"), Claire's Puerto Rico
Corp. ("CPRC"), Claire's Canada Corp. ("CCC") and Claire's Accessories UK
Ltd. ("CUK") and its 50%-owned subsidiary  Claire's Nippon Co., Ltd.
("Nippon"), is a leading mall-based retailer of popular-priced women's
fashion accessories.  As of March 31, 1997, the Company operated a total
of 1,555 such stores in 49 states, Canada, the Caribbean, the United
Kingdom and Japan.  These include  1,306 "Claire's Boutiques" or "Claire's
Accessories" stores, 67 "Topkapi" stores, 64 "The Icing" stores, 21
"Claire's Etc." stores, 22 "Accessory Place" stores, 58 "Bow Bangles"
stores, 14 "Dara Michelle" stores and three  "L'ccessory" stores
(collectively the "Fashion Accessory Stores"). 

The Fashion Accessory Stores specialize in selling popular-priced women's
fashion accessories designed to appeal to females from ages 13 to 40. 
Merchandise in the Fashion Accessory Stores ranges in price between $2
and $20, with the average product priced at about $4.  The stores average
946 square feet and are primarily located in enclosed shopping malls. 
The Company's Topkapi, The Icing, Accessory Place, Bow Bangles, Dara
Michelle and L'ccessory  stores are similar in size and format to the
Claire's Boutiques and Claire's Accessories stores and give the Company
the ability to have multiple store locations in malls that currently have
a successful Claire's Boutiques or Claire's Accessories store.  Although
the Company's stores are operated under several different trademarks, the
Company considers that its registered trademark "Claire's" is the only one
of material significance to its business.  Although the Company faces
competition from a number of small specialty store chains and others
selling fashion accessories, in addition to one chain of approximately
800 stores, the Company believes that its Fashion Accessory Stores
comprise the largest and most successful chain of specialty retail stores
in the World devoted to the sale of popular-priced women's fashion
accessories.

Costume jewelry, including hair ornaments, pierced earrings and fees for
piercing ears, accounts for a majority of sales.  The balance consists of
other fashion accessories, totebags, apparel and trend gifts.  The
following table compares sales of each category of merchandise sold by
the Company for the last three fiscal years:
<TABLE>
                                      Fiscal Year Ended            
<CAPTION>
                            Feb. 1,         Feb. 3,        Jan. 28,
                              1997           1996            1995   
                                        (In thousands)
   <S>                      <C>             <C>             <C>
   Costume jewelry          $243,156        $244,876        $196,057
   Other fashion accessories 177,969          87,507          94,277
   Totebags                   13,198           9,087           6,982
   Apparel                     4,613               -               -
   Trend gifts                 1,248           3,411           4,119

                            $440,184        $344,881        $301,435

</TABLE>
<PAGE>


Sales of each category of merchandise vary from period to period depending on
current fashion trends.  The Company experiences the traditional retail
pattern of peak sales during the Christmas, Easter and back-to-school
periods.  Sales as a percentage of total sales in each of the four quarters
of the fiscal year ended February 1, 1997 ("Fiscal 1997") were 21%, 23%, 23%
and 33% in the first, second, third and fourth quarters, respectively.

At March 31, 1997, the Company had approximately 8,500 employees, 52% of whom
were part-time.  Part-time employees typically work up to 20 hours per week. 
The Company has no collective bargaining agreements with any labor unions and
considers its employee relations to be good.

Fashion Accessory Stores

The Fashion Accessory Stores, averaging approximately 946 square feet, are
located primarily in enclosed shopping malls.  Each store uses Company-
designed displays which permit the presentation of a wide variety of items in 
a relatively small space.

The stores are distinctively designed for customer identification, ease of
shopping and quantity of selection.  Store hours are dictated by the mall
operators and are typically open from 10:00 A.M. to 9:00 P.M., Monday through
Saturday, and, where permitted by law, from Noon to 5:00 P.M. on Sunday.

Virtually all sales are made in cash, although the stores also accept credit
cards.  The Company permits, with restrictions on certain items, returns for
exchange or refund.

The Company purchases its merchandise from approximately 300 suppliers. 
Substantially all of the costume jewelry and fashion accessories sold are
purchased from importers or imported directly, and most of the totebags are
purchased from importers.  All merchandise is shipped from the suppliers to 
the Company's distribution facility in Hoffman Estates, Illinois, a suburb of
Chicago, or the distribution facility in Birmingham, England.  After 
inspection, merchandise is shipped via common carrier to the individual 
stores.  Stores typically receive three to five shipments a week.

Except as stated below, responsibility for managing the Fashion Accessory 
Stores rests with the President and Chief Operating Officer of Claire's, who 
reports to the President of the Company.  The Company currently employs a 
total of 148 District Managers, each of whom oversees approximately ten 
stores in his or her respective geographic area and reports to one of 14  
Regional Managers.  Each Regional Manager reports to one of five Territorial 
Vice Presidents, who in turn report to the Senior Vice President of store 
operations.  Each store is staffed by a Manager, an Assistant Manager and one
or more part-time employees.  A majority of the District Managers have been 
promoted from within the organization, while a majority of the Regional 
Managers were hired externally.  All of the Territorial Vice Presidents were 
promoted from within the organization.

<PAGE>



In Fiscal 1997, the Company continued to expand its international operations. 
In addition to the operation of the 55 Bow Bangles stores in the United Kingdom,
18 stores were opened in Canada in Fiscal 1997. The Company now operates 90
stores in Canada.  The Company plans to open an additional 15 to 20 stores in
Canada in the fiscal year ending January 31, 1998 ("Fiscal 1998"). Store
expansion continued in Japan as the Company, with its joint venture partner,
Jusco Co., Ltd., a Japanese Company, opened a net 26 stores in Fiscal 1997,
bringing the total number of stores operating in Japan to 40.  Current plans
call for opening approximately 30 additional stores in Japan in Fiscal 1998. 
Net sales and identifiable assets outside the United States represented less
than 10% of consolidated net sales or identifiable assets in Fiscal 1997.


Item 2. Properties

The Company's 1,555 stores operating as of March 31, 1997 are located in 49
states, Canada, the United Kingdom, the Caribbean and Japan.  The Company leases
all of its stores, generally for terms of seven to ten years (up to 25 years in
the United Kingdom).  Under the leases, the Company pays a fixed minimum rent
and/or rentals based on gross sales in excess of specified amounts.  The Company
also pays certain other expenses (e.g., common area maintenance charges and real
estate taxes) under the leases.  The internal layout and fixtures of each store
are designed by management and constructed under contracts with third parties.

Most of the Company's stores are located in enclosed shopping malls, while  some
stores are located within central business districts and others are located in
"open-air" outlet malls.  The Company actively seeks locations that meet its
criteria and opens new stores when opportunities are found within its budget for
expansion.  Criteria include geographic location and demographic aspects of
communities surrounding the mall, acceptable anchor tenants, suitable location
within a mall, appropriate space availability and proposed rental rates.  In
choosing new locations, the Company generally attempts to cluster stores
geographically, thus affording economies of scale in supervision.  The Company
believes that sufficient desirable locations are available to accommodate its
expansion plans.  The Company refurbishes its existing stores on a regular
basis.

The Company has closed 78 stores in the last three fiscal years, primarily
because of a lack of profit potential or the unwillingness of the landlord to
renew the lease on terms acceptable to the Company.  The Company has not
experienced any substantial difficulty in renewing desired store leases and has
no reason to expect any such difficulty in the future.  For each of the last
three years, no individual store accounted for more than one percent of total
sales.

The Company opened 246 stores during Fiscal 1997 and has opened, as of March 31,
1997, 14 stores in the first two months of Fiscal 1998.  The Company plans to
continue opening Fashion Accessory Stores when suitable locations are found and
satisfactory lease negotiations are concluded.  The Company's initial investment
in new stores opened during the last fiscal year, including leasehold
improvements and fixtures, but excluding inventories, averaged approximately
$95,000 per store.

<PAGE>




The offices of Claire's and the distribution center for the Company's stores in
North America and Japan are located in Hoffman Estates, Illinois.  The facility
is located on 24.8 acres and consists of 247,000 total square feet with 201,000
square feet devoted to receiving and distribution and 46,000 square feet for
office space.  Unused acreage at this site will allow Claire's to expand its
facility in the future by an additional 100,000 square feet.

The Company has a distribution facility in Birmingham, England which services
those stores located in the United Kingdom.  This facility is leased and
consists of 10,000 square feet of office and distribution space.

In August 1990, Claire's entered into a lease which expires on July 31, 2001 for
40,000 square feet of office space in Wood Dale, Illinois.  Under the terms of
the lease, Claire's is required to pay taxes, utilities, insurance costs and
maintenance costs.  Due to a downsizing of the corporate staff, it was decided
that the additional space would not be needed, and therefore the space has been
subleased to unrelated third parties.  The subleases' terms run parallel to the
original lease.

The Company leases from Rowland Schaefer & Associates (formerly Two Centrum
Plaza Associates) approximately 30,000 square feet in Pembroke Pines, Florida,
where it maintains its executive, accounting and finance offices.  Rowland
Schaefer & Associates is a general partnership of two corporate general partners
which are owned by immediate family members of the Chairman of the Board and
President of the Company, two of whom are Vice Presidents of Claire's.  The
lease provides for the payment by the Company of annual base rent of
approximately $494,000, which is subject to annual cost-of-living increases, and
a proportionate share of all taxes and operating expenses of the building.  The
lease expires on July 31, 2000 and may be extended, at the option of the
Company, for an additional five-year term.
                                     
The Company also owns 10,000 square feet of office/warehouse space in Miami,
Florida.  The property is being utilized as a storage facility for the
Company.  The Company also leases executive office space in New York City
under a lease which expires on October 31, 1998, and is the beneficial owner
of a cooperative apartment in New York City.

Item 3. Legal Proceedings

There are no material legal proceedings pending to which the Company or any
of its subsidiaries is a party or of which any of their property is subject.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the
fourth quarter of Fiscal 1997.

<PAGE>


                                  PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

The Company has two classes of common stock, par value $.05 per share,
outstanding:  Common Stock having one vote per share and Class A Common Stock
having ten votes per share.  The Common Stock is traded on the New York Stock
Exchange, Inc. ("NYSE") under the symbol CLE.  The Class A Common Stock has
only limited transferability and is not traded on any stock exchange or in
any organized market.  However, the Class A Common Stock is convertible on a
share-for-share basis into Common Stock and may be sold, as Common Stock, in
open market transactions.  The following table sets forth, for the fiscal
quarters indicated, the high and low closing prices of the Common Stock on
the NYSE Composite Tape and the per share dividends declared on the Common
Stock and the Class A Common Stock (as adjusted to give effect to the 
three-for-two stock splits effective February 21, 1996 and August 29, 1996).At
March 31, 1997, the approximate number of record holders of shares of Common
Stock and Class A Common Stock was 1,980 and 850, respectively.

<TABLE>
<CAPTION>
                             Closing Prices      Dividends      Dividends
                                  of                on         on Class A
                              Common Stock      Common Stock   Common Stock
Year Ended February 1, 1997  High       Low
<S>                         <C>       <C>          <C>            <C>
First Quarter               $14.83    $ 8.50       $.02           $.01
Second Quarter               20.08     14.08        .02            .01
Third Quarter                26.63     16.63        .03            .015
Fourth Quarter               18.50     11.25        .03            .015
        

Year Ended February 3, 1996 
First Quarter               $ 6.45    $ 5.39       $.013          $.007 
Second Quarter                8.89      6.11        .013           .007
Third Quarter                10.22      8.45        .013           .007
Fourth Quarter                9.78      7.45        .013           .007

</TABLE>

In 1985, the Board of Directors instituted a quarterly dividend on the Common
Stock of $.011 per share.  In February 1994, the Board of Directors increased
the quarterly dividend to $.013 per share and in July 1994 declared a
quarterly dividend of $.007 per share on the Class A Common Stock.  In
January 1996, the Board of Directors increased the quarterly dividend to $.02
per share on the Common Stock and $.01 per share on the Class A Common Stock. 
The Board of Directors again increased the quarterly dividend to $.03 per
share on the Common Stock and $.015 per share on the Class A Common Stock in
October 1996.  The Board expects to continue this policy; however, there is
no assurance that dividends will continue to be paid since they are dependent
upon earnings, the financial condition of the Company and other factors.

<PAGE>



Item 6. Selected Financial Data
<TABLE>
                                            Fiscal Year Ended                 
<CAPTION>
                            Feb. 1     Feb. 3     Jan. 28    Jan. 29  Jan. 30
                             1997      1996(1)     1995       1994      1993   
                                  (In thousands except per share amounts)

Operating Statement Data:
<S>                        <C>        <C>        <C>        <C>       <C>
Net sales                  $440,184   $344,881   $301,435   $281,693  $247,987
Net income                 $ 45,130   $ 30,915   $ 23,855   $ 23,634  $ 14,551 

Income Per Share(2):
Net income                 $    .95   $    .66   $    .51   $    .51  $    .31 

Cash dividends per
  share (2):
Common stock               $    .10   $   .053   $   .053   $   .047  $   .047

Class A Common stock       $    .05   $   .027   $    .02   $      -  $      -


Balance Sheet Data:
Current assets             $150,983   $103,762   $ 78,670   $ 69,253  $ 64,038
Current liabilities          42,866     30,521     29,963     27,092    40,785 
Working capital             108,117     73,241     48,707     42,161    23,253 
Total assets                242,851    187,782    158,578    135,219   128,878 
Long-term obligations         5,473      4,325      6,464      8,212    11,254
Stockholders' equity        194,512    152,936    122,151     99,915    76,839

</TABLE>

(1)   Consists of 53 weeks.
(2)   Adjusted to give effect to the three-for-two Stock splits effective
      February 21, 1996 and  August 29, 1996.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 

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

<TABLE>
                                               Fiscal Year Ended           
<CAPTION>
 
                                    February 1,   February 3,    January 28,
                                       1997          1996           1995  

<S>                                   <C>           <C>           <C>
Net sales                             100.0%        100.0%        100.0%
Cost of sales, occupancy and
 buying expenses                       47.3          45.8          46.1
   Gross profit                        52.7          54.2          53.9

Other expenses:
 Selling, general and administrative   33.4          36.1          36.8
 Depreciation and amortization          3.6           4.3           4.6
 Interest (income), net                (0.7)         (0.6)         (0.3)
                                       36.3          39.8          41.1

   Income before income taxes          16.4          14.4          12.8

Income taxes                            6.1           5.4           4.9

   Net income                          10.3%          9.0%          7.9%

<PAGE>

Results of Operations

From the fiscal year ended January 28, 1995("Fiscal 1995") to
February 1, 1997 ("Fiscal 1997"), the Company's net sales increased
at a compounded annual rate of 21%.  Net income increased from
$23,855,000 in Fiscal 1995 to $45,130,000 in Fiscal 1997.  The
operating results of Claire's Nippon Co., Ltd. are not part of the
consolidated group of Claire's Stores, Inc. and therefore not
included in the following analysis.

Fiscal 1997 Compared to Fiscal 1996 

Net sales increased by $95,303,000, or 28%, to $440,184,000 in
Fiscal 1997 compared to $344,881,000 for the year ended February 3,
1996 ("Fiscal 1996").  The increase for the period resulted
primarily from the addition of a net 212 stores and same-store
sales increases of 10%. The same-store sales increases were
primarily due to the Company continuing to focus its merchandising
strategy to its core customer - female teenagers.  In addition,
inventories were increased to offer a larger assortment of
merchandise for sale and to meet the anticipated increase in
customer demand.

Cost of sales, occupancy and buying expenses increased by
$50,159,000, or 32%, to $208,016,000 in Fiscal 1997 compared to
$157,857,000 in Fiscal 1996.  Principal reasons for this increase
were the rise in the number of stores and the volume of merchandise
sold.  As a percentage of net sales, these expenses increased to
47% for Fiscal 1997 compared to 46% for Fiscal 1996.  The increase
as a percentage of sales was due to a shift in merchandise sold and
acquisitions made during the first half of Fiscal 1997.  During
Fiscal 1997, the Company reacted to changes in customer demand for
its product.  These changes included a shift in merchandise focus
to accessories, which carries a lower gross margin, from jewelry. 
In Fiscal 1997, accessories were approximately 40% of total sales
compared to 25% in Fiscal 1996.  The remaining gross margin decline
is attributable to store acquisitions.  These acquisitions included
95 stores in the United States which operate under the trade names
"The Icing", "Claire's Etc." and "Accessory Place" and 55 stores in
the United Kingdom which operate under the trade name "Bow Bangles". 
The merchandise offered for sale by certain of the stores operating
in the United States includes approximately 25% apparel compared to
the typical merchandise  mix of an historical company-owned store
that does not offer apparel for sale.  Apparel is maintained in
inventory at a lower initial markup and therefore typically
realizes a lower gross margin.  Also, the costs of rent and common
area maintenance are higher in these stores.  In addition, rent
paid for our stores acquired in the United Kingdom is typically
higher than rent paid per square foot in the United States.  Cost
of merchandise has also been higher in stores operating in the
United Kingdom during the period.  This was due to the fact that at
the time of acquisition, these stores were extremely low on
inventory.  Management decided to initially purchase merchandise
locally which incurred a higher cost compared to purchasing

<PAGE>

directly from vendors overseas.  However, the merchandise was
available immediately for shipment compared to 60 days for
purchases overseas.  The merchandise orders that were made from
vendors overseas were brought into the United Kingdom by air
freight, greatly increasing the cost of merchandise.  The increase
in cost of sales would have been more acute except for the same-store sales 
increase during the period which partially offset the effect of the lower 
margins realized in the acquired stores.  

Selling, general and administrative ("SG&A") expenses increased by
$22,626,000, or 18%, to $147,087,000 in Fiscal 1997 from the Fiscal
1996 level of $124,461,000.  The increase noted was due to the
increase in the cost of operating the additional stores. As a
percentage of net sales, these expenses decreased to approximately
33% in Fiscal 1997 compared to 36% in Fiscal 1996. The decrease in
SG&A as a percentage of sales is primarily attributable to the
increase in same-store sales as previously discussed and the
leverage of fixed expenses with the addition of 212 net stores. 

Depreciation and amortization increased by $790,000, or 5%,  to
$15,759,000 in Fiscal 1997 from the Fiscal 1996 level of
$14,969,000. The increase was primarily due to the investment in
246 new stores, and the remodeling of approximately 100 stores.  In
addition, the Company continued to invest in management information
systems.  This included a new computerized "Pick-To-Light" inventory
distribution system, merchandising software development which
enhances our ability to focus on our customers' needs via
micromarketing, development of an internet web-site and upgrading
the Company's AS/400 central computers.

Due to the increase in cash levels and the absence of long-term
debt, interest income exceeded interest expense in Fiscal 1997.  As
a percentage of sales, interest income, net of interest expense,
was .7% for Fiscal 1997 compared to .6% in Fiscal 1996.  The
Company had no debt in Fiscal 1997 compared to $3,000,000 in Fiscal
1996.  The cash balance during Fiscal 1997 averaged approximately
$67,000,000 compared to  approximately $44,400,000 in Fiscal 1996. 
The weighted average interest rate paid by the Company during
Fiscal 1996 was 8.9%.  This rate was directly related to the bank's
prime rate.

Income taxes increased by $8,459,000 to $27,153,000 in Fiscal 1997
compared to $18,694,000 in Fiscal 1996.  The Company's effective
tax rates remained relatively constant from fiscal year to fiscal
year.

Fiscal 1996 Compared to Fiscal 1995 

Net sales increased by $43,446,000, or 14%, to $344,881,000 in
Fiscal 1996 compared to $301,435,000 for the year ended January 28,
1995 ("Fiscal 1995").  The increase for the period resulted
primarily from the addition of a net 108 stores in North America
and same-store sales increases of 3%. The same-store sales
increases were primarily due to the Company refocusing its
merchandising strategy to its core customer - female teenagers.  In
addition, inventories were increased to offer a larger assortment
of merchandise for sale and to meet the anticipated increase in
customer demand.

<PAGE>


Cost of sales, occupancy and buying expenses increased by
$18,765,000, or 13%, to $157,857,000 in Fiscal 1996 compared to
$139,092,000 in Fiscal 1995.  The principal reason for this
increase was the rise in the number of stores and volume of
merchandise sold. As a percentage of net sales, these expenses
decreased to 45.8% for Fiscal 1996 compared to 46.1% for Fiscal
1995.  The decrease as a percentage of sales was primarily due to
the increase in same-store sales as discussed above.  As same-store
sales increase, occupancy and buying expenses, which are
essentially fixed, decrease as a percentage of sales.

Selling, general and administrative ("SG&A") expenses increased by
$13,574,000, or 12%, to $124,461,000 in Fiscal 1996 from the Fiscal
1995 level of $110,887,000.  The increase noted was due to the
increase in the cost of operating the additional stores. As a
percentage of net sales, these expenses decreased to approximately
36% in Fiscal 1996 compared to 37% in Fiscal 1995. The decrease in
SG&A as a percentage of sales is primarily attributable to the
increase in same-store sales as previously discussed and the
leverage of fixed expenses with the addition of 108 net stores in
North America. 

Depreciation and amortization increased by $1,087,000, or 8%,  to
$14,969,000 in Fiscal 1996 from the Fiscal 1995 level of
$13,882,000. The increase was primarily due to the investment in
128 new stores, and the remodeling of  approximately 100 stores in
North America.  In addition, the Company continued to invest in its
management information systems.

Due to the increase in cash levels and the reduction of long-term
debt, interest income again exceeded interest expense in Fiscal
1996.  As a percentage of sales, interest income, net of interest
expense, was .6% for Fiscal 1996 compared to .3% in Fiscal 1995. 
The average debt balance decreased to $3,000,000 during Fiscal 1996
from $6,000,000 in Fiscal 1995.  The cash balance during Fiscal
1996 averaged approximately $44,400,000 compared to  approximately
$38,300,000 in Fiscal 1995.  The weighted average interest rates
paid by the Company during Fiscal 1996 and Fiscal 1995 were 8.9%
and 8.1%, respectively.  These rates are directly related to the
bank's prime rate.

Income taxes increased by $4,074,000 to $18,694,000 in Fiscal 1996
compared to $14,620,000 in Fiscal 1995.  The Company's effective
tax rates remained relatively constant from fiscal year to fiscal
year.

Impact of Inflation

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

<PAGE>


Liquidity and Capital Resources

Company operations have historically provided a strong, positive
cash flow which, together with the Company's credit facilities,
provides adequate liquidity to meet the Company's operational
needs.  Cash and cash equivalents totaled $93,400,000 at the end of
Fiscal 1997.

Net cash provided by operating activities amounted to $58,323,000
in Fiscal 1997 compared to $28,749,000 in Fiscal 1996 and
$37,030,000 in Fiscal 1995.  The Company's current ratio (current
assets over current liabilities) was 3.52:1.0 for Fiscal 1997 and
3.40:1.0 for Fiscal 1996.

At the end of Fiscal 1997, the Company had available a $10 million
credit line with a bank to finance the Company's letters of credit
and working capital requirements.  This facility matures on July
31, 1999.

At the end of Fiscal 1997, the Company increased its investment in
inventory to $43,149,000 or 33% from the previous year end balance
of $32,383,000.  During this period inventory turnover remained
relatively constant at 3.0x compared to 3.1x for the previous
fiscal year ended February 3, 1996.  The increase in inventories is
due to an earlier Easter selling season in Fiscal 1998 compared to
Fiscal 1997.  This required the Company to ship inventories from
its suppliers earlier.  In addition, the Company had approximately
212 additional stores at the end of Fiscal 1997 compared to Fiscal
1996.  Management believes inventories are appropriate given the
increase in the number of stores and the level of sales currently
being achieved.

During Fiscal 1997, the Company continued to expand and remodel its
store base.  Significant capital projects included the opening of
246 new stores and remodeling approximately 100 stores.  In
addition, the Company paid approximately $1,825,000 to improve its
new distribution center in Hoffman Estates, Illinois.  Funds
expended for capital improvements in Fiscal 1997 totaled
$20,558,000 compared to $15,083,000 in Fiscal 1996 and $24,762,000
in Fiscal 1995.  In the year ending January 31, 1998, capital
expenditures are expected to be approximately $21,000,000 as the
Company continues to invest in its store base and technology.

Other assets increased 31% to $19,187,000 at February 1, 1997 from
the February 3, 1996 balance of $14,674,000.  The increase is
primarily attributable to the acquisition of certain assets of the
Icing, Inc., Accessory Place, Inc. and Bow Bangles, PLC during the
fiscal year.  The Company has accounted for these acquisitions in
other assets due to the nature of the assets purchased.

The Company has significant cash balances, a consistent ability to
generate cash flow from operations and available funds under its
credit line.  The Company foresees no difficulty in maintaining its
present financial condition and liquidity and the ability to
finance its capital expenditure plans and other foreseeable future
needs.

<PAGE>


Item 8. Financial Statements and Supplementary Data    Page No.

Independent Auditors' Report                              13

Consolidated Balance Sheets as of February 1, 1997 and
   February 3, 1996                                       14

Consolidated Statements of Income for 
   the three fiscal years ended February 1, 1997          15

Consolidated Statements of Changes in Stockholders' Equity 
   for the three fiscal years ended February 1, 1997      16

Consolidated Statements of Cash Flows  for 
   the three fiscal years ended February 1, 1997          17

Notes to Consolidated Financial Statements                18-24

Selected Quarterly Financial Data (Unaudited)             25


<PAGE>




                   INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Claire's Stores, Inc.

We have audited the accompanying consolidated balance sheets of
Claire's Stores, Inc. and subsidiaries as of February 1, 1997 and
February 3, 1996, and the related consolidated statements of
income, changes in stockholders' equity and cash flows for each of
the years in the three year period ended February 1, 1997.  These
consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Claire's Stores, Inc. and subsidiaries as of February
1, 1997 and February 3, 1996, and the results of their operations
and their cash flows for each of the years in the three year period
ended February 1, 1997 in conformity with generally accepted
accounting principles.



/S/KPMG PEAT MARWICK LLP
Fort Lauderdale, Florida
March 31, 1997


<PAGE>




</TABLE>
<TABLE>
                  CLAIRE'S STORES, INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                              Feb. 1,     Feb. 3,
                                               1997         1996  
ASSETS                                           (In thousands)
Current assets:
<S>                                          <C>          <C>
 Cash and cash equivalents                   $ 93,400     $ 59,323
 Inventories                                   43,149       32,383
 Prepaid expenses and other current          
  assets                                       14,434       12,056
      Total current assets                    150,983      103,762
Property and equipment:
 Land and building                              8,714        8,347
 Furniture, fixtures and equipment             76,634       63,957
 Leasehold improvements                        71,993       74,156
                                              157,341      146,460
 Less accumulated depreciation               
  and amortization                            (84,660)     (77,114)
                                               72,681       69,346

Other assets                                   19,187       14,674
                                             $242,851     $187,782

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Trade accounts payable                      $ 16,892     $ 10,745
 Income taxes payable                           9,831        6,800
 Accrued expenses                              14,693       11,991
 Dividends payable                              1,450          985
      Total current liabilities                42,866       30,521

Deferred credits                                5,473        4,325

Stockholders' equity:
 Preferred stock, par value $1.00 per
  share; authorized 1,000,000 shares,
  issued and outstanding 0 shares                   -            -
 Class A common stock, par value $.05 per
  share; authorized 20,000,000 shares, 
  issued 2,921,068 shares and
  2,943,068 shares                                146           96
 Common stock, par value $.05 per
  share; authorized 50,000,000 shares,
  issued 45,219,186 shares and 44,580,771              
  shares                                        2,261        1,488
 Additional paid-in capital                    16,786       16,126
 Foreign currency translation adjustment           61          (22)
 Retained earnings                            175,710      136,016
                                              194,964      153,704

 Treasury stock, at cost (109,882 and            (452)        (768)
  186,209 shares)                             194,512      152,936

Commitments and contingencies                                     
                                             $242,851     $187,782

</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
                                     

<TABLE>
                  CLAIRE'S STORES, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME

<CAPTION>
                                             Fiscal Year Ended           
                                      Feb. 1,      Feb. 3,     Jan. 28,
                                       1997         1996         1995   
                                  (In thousands except per share amounts)

<S>                                 <C>          <C>          <C>
Net sales                           $  440,184   $  344,881   $  301,435
Cost of sales, occupancy and
 buying expenses                       208,016      157,857      139,092

   Gross profit                        232,168      187,024      162,343

Other expenses:
 Selling, general and
  administrative                       147,087      124,461      110,887
 Depreciation and amortization          15,759       14,969       13,882
 Interest (income), net                 (2,961)      (2,015)        (901)
                                       159,885      137,415      123,868
   
   Income before income taxes           72,283       49,609       38,475

Income taxes                            27,153       18,694       14,620

   Net income                       $   45,130   $   30,915   $   23,855 

   Net income per share             $      .95   $      .66   $      .51

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>




<TABLE>
                      CLAIRE'S STORES, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<CAPTION>
                                         Foreign                    
                 Class A      Additional  Currency                     
                 Common Common  Paid-In  Translation  Retained Treasury
                  Stock  Stock  Capital  Adjustment    Earnings Stock    Total  
                                  (In thousands)                   
Balance,
<S>              <C>   <C>    <C>         <C>        <C>      <C>     <C>
 January 29, 1994$  67 $  972 $ 12,261    $    -     $ 86,921 $ (306) $ 99,915 
Net income           -      -        -         -       23,855      -    23,855 
Class A Common
   Stock converted
   to Common Stock  (1)     1        -         -            -      -         - 
Stock options      
   exercised         -      4      832         -            -      -       836 
Cash dividends
   ($.053 per
   Common share and
   $.02 per Class 
   A Common share)   -      -        -         -       (2,404)     -    (2,404)
Foreign currency
   translation
   adjustment        -      -        -      (115)           -       -     (115)
Purchase of Treasury
   Stock             -      -        -         -            -     (811)   (811)
Issuance of Treasury
   Stock             -      -      (68)        -            -      349     281 
Conversion of
   Debentures        -      1      166         -            -        -     167 
Tax benefit from
   exercised stock
   options           -      -      427         -            -        -     427 
Balance,
 January 28, 1995   66    978   13,618      (115)     108,372     (768) 122,151 
Net income           -      -        -         -       30,915        -   30,915 
Class A Common                                   
   Stock converted
   to Common Stock  (2)     2        -         -            -        -        - 
Stock options
   exercised         -     12    2,508         -            -        -    2,520 
Cash dividends
   ($.053 per
   Common share   
   and $.027 per
   Class A Common
   share)            -      -        -         -       (2,743)       -   (2,743)
Three-for-two stock
   split            32    496        -         -         (528)       -        - 
Foreign currency
   translation
   adjustment        -      -        -        93            -        -       93 
Balance,
 February 3, 1996   96  1,488   16,126       (22)     136,016     (768) 152,936 
Net income           -      -        -         -       45,130        -   45,130 
Class A Common
   Stock converted
   to Common Stock   1     (1)       -         -            -        -        - 
Stock options
   exercised         -     26       60         -            -    4,558    4,644 
Purchase of Treasury 
   Stock             -      -        -         -            -   (4,242)  (4,242)
Cash dividends
   ($.10 per
   Common share
   and $.05 per
   Class A Common
   share)            -      -        -         -       (4,639)       -   (4,639)
Three-for-two stock
   split            49    748        -         -         (797)       -        - 
Tax benefit from 
   exercised stock 
   options           -      -      600         -            -        -      600 
Foreign currency 
   translation
   adjustment        -      -        -        83            -        -       83 
Balance,
 February 1, 1997$ 146 $2,261 $  16,786    $  61     $175,710   $(452) $194,512 

</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>
                      CLAIRE'S STORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                 Fiscal Year Ended          
                                         Feb. 1,      Feb. 3,     Jan. 28,
                                          1997         1996         1995   
                                                   (In thousands)             

Cash flows from operating activities:
 <S>                                    <C>          <C>          <C>
 Net income                             $  45,130    $  30,915    $  23,855 
 Adjustments to reconcile net income
   to net cash provided by
   operating activities:
 Depreciation and amortization             15,759       14,969       13,882
 Deferred income taxes                       (500)      (1,526)      (1,914)
 Loss on retirement of property and 
   equipment                                1,935        1,046        1,463
 Change in assets and liabilities:
 (Increase) in -
   Inventories                            (10,766)      (8,053)      (1,636) 
   Prepaid expenses and other assets       (6,863)      (9,708)      (2,622)
 Increase (decrease) in -
   Trade accounts payable                   6,147         (960)       2,041
   Income taxes payable                     3,631         (700)         150 
   Accrued expenses                         2,702        1,905          559
   Deferred credits                         1,148          861        1,252

 Net cash provided by operating
   activities                              58,323       28,749       37,030

Cash flows from investing activities:
 Acquisition of property and
   equipment which represents net                                          
   cash used in investing activities      (20,558)     (15,083)     (24,762)

Cash flows from financing activities:
 Principal payments on long-term debt           -       (3,000)      (3,000)
 Proceeds from stock options exercised      1,638        2,520        1,117
 Dividends paid                            (4,174)      (2,429)      (2,281)
 Purchase of treasury stock                (1,235)           -         (811)
 Proceeds from conversion of debentures         -            -          167
 
 Net cash used in financing
   activities                              (3,771)      (2,909)      (4,808)

Effect of foreign currency exchange
   rate changes on cash and cash
   equivalents                                 83           93         (115)

Net increase in cash and cash
   equivalents                             34,077       10,850        7,345

Cash and cash equivalents at
   beginning of year                       59,323       48,473       41,128

Cash and cash equivalents at
   end of year                          $  93,400    $  59,323    $  48,473

</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>

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


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   


Principles of Consolidation - The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries.  All material
intercompany balances and transactions have been eliminated in consolidation.


Fiscal Year - The Company's fiscal year ends on the Saturday closest to January
31. Fiscal years 1997 and 1995 each consisted of 52 weeks.  Fiscal year 1996
consisted of 53 weeks. 


Cash and Cash Equivalents - For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased with a maturity
of three months or less to be cash equivalents.


Inventories - Merchandise inventories are stated at the lower of cost or market.
Cost is determined by the first-in, first-out basis on the retail method.


Property and Equipment - Property and equipment are recorded at cost. 
Depreciation is computed on the straight-line method over the estimated useful
lives of the building and the furniture, fixtures and equipment, which range
from three to twenty-five years.  Amortization of leasehold improvements is
computed on the straight-line method based upon the shorter of the estimated
useful lives of the assets or the terms of the respective leases. 


Net Income Per Share - Primary income per share is based on the weighted average
number of shares of Class A Common Stock and Common Stock  outstanding during
the period (47,591,000 shares in Fiscal 1997, 47,025,000 shares in Fiscal 1996
and 46,755,000 shares in Fiscal 1995).  


Income Taxes - The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 109 which generally
requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns.  Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statements and tax bases of assets and liabilities, using enacted tax rates in
effect for the year in which the differences are expected to reverse.  In
addition, SFAS No. 109 requires the adjustment of previously deferred income
taxes for changes in tax rates under the liability method.


Foreign Currency Translation - The financial statements of the Company's 
foreign operations are translated into U.S. dollars.  Assets and liabilities are
translated at current exchange rates while income and expense accounts are
translated at the average rates in effect during the year.  Resulting
translation adjustments are accumulated as a component of stockholders' equity.

Fair Value of Financial Instruments - The Company's financial instruments
consist primarily of current assets and current liabilities.  Current assets and
liabilities are stated at fair market value.

<PAGE>

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make 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.  Actual results could differ from those estimates.

Impairment of Long-Lived Assets - In March 1995, the Financial Accounting
Standards Board issued Statement No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," which became
effective for fiscal years beginning after December 15, 1995.  This standard
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets to be
held and used and for long-lived assets and certain intangibles to be disposed
of.  Adoption of this statement in Fiscal 1996 did not have a material impact
on the Company's financial position, results of operations or liquidity.


2. CREDIT FACILITIES 

The Company has an unsecured revolving line of credit of $10 million with a bank
for letters of credit and working capital needs.  Interest on the outstanding
balance is at the bank's prime rate.  The credit agreement matures on July 31,
1999.  At February 1, 1997 and February 3, 1996, no borrowings were outstanding
under this line of credit.

The bank credit agreement contains various restrictive covenants which include,
among other things, the requirement to maintain minimum tangible net worth,
restrictions on fixed asset additions, restrictions on certain additional
indebtedness and requirements to maintain certain financial ratios.

3. INCOME TAXES

Income taxes consist of the following:
                       
<TABLE>


                                 Fiscal Year Ended          
<CAPTION>
                       Feb. 1,        Feb. 3,       Jan. 28,
                        1997           1996           1995  
                                   (In thousands)
Federal:
 <S>                  <C>            <C>            <C>
 Current              $24,121        $17,619        $14,870
 Deferred                (448)        (1,364)        (1,779)
                       23,673         16,255         13,091 
State:    
 Current                2,907          2,151          1,164  
 Deferred                 (52)          (162)          (135)
                        2,855          1,989          1,029 
Foreign:
 Current                  625            450            500
                      $27,153        $18,694        $14,620

</TABLE>

<PAGE>



The approximate tax effect on each type of significant temporary difference
for which the asset is included in prepaid expenses and other current assets
and other assets on the accompanying balance sheets is as follows:

<TABLE>
                            Deferred Tax Consequences at February 1,1997 
                                           (In thousands)
<CAPTION>
                            Assets            Liabilities          Total 
<S>                         <C>              <C>                   <C>
Depreciation                $3,826           $    -                $3,826
Accrued expenses             1,979                -                 1,979
Deferred rent                1,345                -                 1,345
Other                          181                -                   181
                            $7,331           $    -                $7,331

                            Deferred Tax Consequences at February 3,1996 

                            Assets            Liabilities          Total 
Depreciation                $3,537           $    -                $3,537
Accrued expenses             1,880                -                 1,880 
Deferred rent                  953                -                   953
Other                          461                -                   461 
                            $6,831           $    -                $6,831
</TABLE>

<TABLE>
The provision for income taxes differs from an amount computed at the
statutory rates as follows:
<CAPTION>
                             Feb. 1,          Feb. 3,        Jan. 28,
                              1997             1996            1995  
   <S>                            <C>              <C>             <C>
   Income taxes at      
    statutory rates               35%              35%             35%
   State income taxes,
    net of federal tax
    benefit                        3                3               3
                                  38%              38%             38%

</TABLE>
4. STOCKHOLDERS' EQUITY

Stock Splits - In January 1996 and August 1996, the Company's Board of
Directors declared 3-for-2 stock splits of its Common stock and Class A common
stock in the form of 50% stock dividend distributions.

On February 21, 1996 and September 12, 1996, 14,860,020 and 14,954,616 shares,
respectively, of Common stock and 980,711 and 975,933 shares, respectively, 
of Class A common stock were distributed to stockholders of record as of
February 7, 1996 and August 29, 1996.  Stockholders' equity has been adjusted
to give recognition of the stock splits by reclassifying from retained
earnings to the Common stock and Class A common stock accounts the par value
of the additional shares arising from the splits.  All references in the
financial statements to number of shares, per share amounts, stock option data
and market prices of the Company's stock have been restated. 

Preferred Stock - The Company has authorized 1,000,000 shares of $1 par value
preferred stock, none of which has been issued. The rights and preferences of
such stock may be designated in the future by the Board of Directors.

<PAGE>

Class A Common Stock - The Class A common stock has only limited
transferability and is not traded on any stock exchange or any organized
market. However, the Class A common stock is convertible on a share-for-share
basis into Common stock and may be sold, as Common stock, in open market
transactions. The Class A common stock has ten votes per share. Dividends
declared on the Class A common stock are limited to 50% of the dividends
declared on the Common stock.

Treasury Stock - Treasury stock acquired is recorded at cost. Occasionally,
the Company uses treasury stock to fulfill its obligations under its stock
option plans. When stock is issued pursuant to the stock option plans, the
difference between the cost of treasury stock issued and the option price is
charged or credited to additional paid-in capital.

5. STOCK OPTIONS

In August 1996, the Board of Directors of the Company adopted, subject to
approval by the Company's stockholders, the Claire's Stores, Inc. 1996 Stock
Option Plan (the "1996 Plan").  The 1996 Plan replaced the Company's 1991
Stock Option Plan (the "1991 Plan"), which had replaced the Company's 1982
Incentive Stock Option Plan (the "1982 Plan") and the Company's 1985
Non-Qualified Stock Option Plan (the "1985 Plan"), although options granted
under such plans remain outstanding.  Under the 1996 Plan, the Company may
grant either incentive stock options or non-qualified stock options to
purchase up to 3,000,000 shares of Common Stock, plus any shares unused or
recaptured under the 1982 Plan, the 1985 Plan or the 1991 Plan.  Incentive
stock options granted under the 1996 Plan are exercisable at prices equal to
the fair market value of shares at the date of grant, except that incentive
stock options granted to any person holding 10% or more of the total combined
voting power or value of all classes of capital stock of the Company, or any
subsidiary of the Company, carry an exercise price equal to 110% of the fair
market value at the date of grant.  No stock option for more than 500,000
shares may be granted to any one person, and no stock option may be exercised
less than one year after the date granted.  Each incentive stock option or
non-qualified stock option will terminate ten years after the date of grant
(or such shorter period as specified in the grant) and may not be exercised
thereafter.

Incentive stock options currently outstanding are exercisable at various rates
beginning one year from the date of grant, and expire five to ten years after
the date of grant.  Non-qualified stock options currently outstanding are
exercisable at prices equal to the fair market value of the shares, or one
dollar below the fair market value, at the date of grant and expire five to
ten years after the date of grant.
                                      
At February 1, 1997, options to purchase 37,500, 55,125 and 484,874 shares of
Common Stock were exercisable under the 1982 Plan, 1985 Plan and 1991 Plan,
respectively.  No options have been granted under the 1996 Plan as of February
1, 1997.  Options to purchase an additional 18,750, 23,625 and 1,587,538
shares were outstanding, but not yet exercisable, at February 1, 1997 under
the 1982 Plan, 1985 Plan and 1991 Plan, respectively.  There were 3,054,227
shares of Common stock available for future option grants under the 1996 Plan
at February 1, 1997.

<PAGE>


The weighted average exercise price of options under the 1982 Plan, 1985 Plan
and 1991 Plan as of February 1, 1997 was $6.11, $5.70 and $9.86, respectively,
compared to $4.58, $5.70 and $5.96 under the 1982 Plan, 1985 Plan and 1991
Plan, respectively as of February 3, 1996.

The per share weighted average fair value of stock options granted during the
fiscal years ended February 1, 1997 and February 3, 1996 was $8.74 and $3.63,
respectively.

Transactions and other information relating to the 1982 Plan, 1985 Plan and
the 1991 Plan are summarized as follows:
<TABLE>
<CAPTION>
                  1982 Plan     1985 Plan      1991 Plan       Range of  
                  Number of     Number of      Number of     option price
                   shares        shares         shares        per share   

<S>               <C>           <C>            <C>          <C>   
Outstanding,
January 29, 1994    324,563       416,250      1,175,343    $2.89 -  7.22
  Granted                 -             -        371,250     4.72 -  5.61
  Exercised       (  29,925)    ( 112,500)     ( 117,563)    2.89 -  6.11
  Canceled        (  52,875)            -      ( 189,562)    2.89 -  7.22
Outstanding,
January 28, 1995    241,763       303,750      1,239,468     2.89 -  7.22
  Granted                 -             -        866,250     5.39 -  8.72
  Exercised       (  23,625)    ( 225,000)     ( 294,638)    3.11 -  7.22
  Canceled        (  63,450)            -      (  16,593)    5.11 -  7.72
Outstanding
February 3, 1996    154,688        78,750      1,794,487     2.89 -  8.72
 Granted                  -             -        600,000    10.17 - 21.25
 Exercised        (  92,813)            -      ( 320,948)    2.89 -  8.72
 Canceled         (   5,625)            -      (   1,125)    5.22 -  5.22
Outstanding       
February 1, 1997     56,250        78,750      2,072,414     3.11 - 21.25

</TABLE>

At February 1, 1997, the weighted-average remaining contractual life of
outstanding options was 3.17 years, 3.12 years and 6.09 years for the 1982
Plan, 1985 Plan and 1991 Plan, respectively.

The Company adopted Statement of Financial Accounting Standards (SFAS) No.
123, "Accounting for Stock-Based Compensation", issued in October 1995.  In
accordance with the provisions of SFAS No. 123, the Company applies APB
Opinion 25 and related Interpretations in accounting for its stock option
plans and, accordingly, does not recognize compensation cost.  If the Company
had elected to recognize compensation cost based on the fair value of the
options granted at grant date as prescribed by SFAS No. 123, net income and
earnings per share would have been reduced to the pro forma amounts indicated
in the table below (in thousands except per share amounts):

<PAGE>


<TABLE>
                                         Fiscal Year Ended 
<CAPTION>
                                          1997         1996 
<S>                                     <C>          <C>
Net income - as reported                $45,130      $30,915
Net income - pro forma                   44,413       30,628
Earnings per share - as reported            .95          .66
Earnings per share - pro forma              .93          .65 

</TABLE>

The fair value of each option grant is estimated on the date of grant using 
the Black-Scholes option pricing model with the following assumptions:


Expected dividend yield                          .67%
Expected stock price volatility                38.05%
Risk-Free interest rate                         6.50%
Expected life of options                   4.5 and 9.5 years

6. EMPLOYEE BENEFIT PLAN 

The Company has adopted a Profit Sharing Plan under Section 401(k) of the
Internal Revenue Code.  This plan allows employees who serve more than 1,000
hours per year to defer up to 18% of their income through contributions to the
plan.  In line with the provisions of the plan, for every dollar the employee
contributes the Company will contribute an additional $.50, up to 2% of the
employee's salary.  In Fiscal 1997, Fiscal 1996 and Fiscal 1995, the cost of
Company matching contributions was $377,691, $295,000 and $299,000,
respectively.  The Company does not have any post-employment or post-
retirement benefit plans other than above.
                                      
7. COMMITMENTS

The Company leases retail stores, offices and warehouse space and certain
equipment under operating leases which expire at various dates through the
year 2025 with options to renew certain of such leases for additional
periods.  The lease agreements covering retail store space provide for
minimum rentals and/or rentals based on a percentage of net sales.  Rental
expense for each of the three fiscal years ended February 1, 1997 was as
follows:
<TABLE>
<CAPTION>
                                   1997         1996          1995 
                                            (In thousands)  
 <S>                             <C>           <C>          <C>
 Minimum rentals                 $52,553       $41,391      $36,711  
 Rentals based on net sales        1,546           782        1,180   
 Other rental expense-equipment    9,286         9,013        8,638  
      Total rental expense       $63,385       $51,186      $46,529

</TABLE>

Minimum aggregate rental commitments under non-cancelable operating leases
are summarized by fiscal year ending as follows:
<TABLE>
<CAPTION>
       
                               (In thousands)
           <C>                   <C>
           1998                  $ 62,739 
           1999                    58,107 
           2000                    51,903 
           2001                    44,289       
           2002                    36,298
           Thereafter             110,064 
                                 $363,400

</TABLE>

<PAGE>

Certain leases provide for payment of real estate taxes, insurance and 
other operating expenses of the properties.  In other leases, some of these
costs are included in the basic contractual rental payments.

In October 1996, the Company entered into commitments for capital
expenditures of approximately $7,500,000 for the manufacture of store
fixtures and furnishings.  The fixtures and furnishings are to be used for
new stores and the refurbishment of existing stores.  It is expected that
such improvements will be completed during Fiscal 1998.

8. STATEMENTS OF CASH FLOWS

Payments of income taxes were $24,022,000 in Fiscal 1997, $20,883,000 in
Fiscal 1996 and $16,014,000 in Fiscal 1995.  Payments of interest were
$89,000 in Fiscal 1997, $340,000 in Fiscal 1996 and $488,000 in Fiscal 1995.

9. RELATED PARTY TRANSACTIONS

The Company leases from Rowland Schaefer & Associates (formerly Two Centrum
Plaza Associates) approximately 30,000 square feet of office space in a
building where it maintains its executive and accounting and finance
offices.  The lease for this space expires on July 31, 2000 and may be
extended at the option of the Company for an additional five-year term. 
Rowland Schaefer & Associates is a general partnership of two corporate
general partnerships which are owned by immediate family members of the
Chairman of the Board and President of the Company, two of whom are Vice
Presidents of Claire's.  The lease provides for the payment by the Company
of annual base rent of approximately $494,000, which is subject to annual
cost-of-living increases, and a proportionate share of all taxes and
operating expenses of the building.


<PAGE>

<TABLE>
SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
                           
<CAPTION>
                           
                                 Fiscal Year Ended February 1, 1997        
                           1st Qtr   2nd Qtr   3rd Qtr   4th Qtr     Year  
                                (In thousands except per share amounts)
<S>                        <C>       <C>       <C>       <C>       <C>
Net sales                  $ 92,382  $100,719  $102,645  $144,438  $440,184 
Gross profit                 47,777    52,328    52,319    79,744   232,168 
Net income                    6,650     7,891     7,578    23,010    45,130

Net income per share       $    .14  $    .17  $    .16  $    .49  $    .95




                                 Fiscal Year Ended February 3, 1996        
                           1st Qtr   2nd Qtr   3rd Qtr   4th Qtr     Year  
                                (In thousands except per share amounts) 
Net sales                  $ 68,054  $ 77,296  $ 79,842  $119,689  $344,881 
Gross profit                 34,886    40,347    41,868    69,922   187,023 
Net income                    2,038     4,149     5,016    19,712    30,915

Net income per share       $    .05  $    .09  $    .11  $    .42  $    .66

</TABLE>




Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure


      Not Applicable.

<PAGE>


                                  PART III

Items 10,11,12 and 13. Directors and Executive Officers of the Registrant;
Executive Compensation ; Security Ownership of Certain Beneficial Owners and
Management; and Certain Relationships and Related Transactions.

The information required by these items is omitted because the Company will
file a definitive proxy statement pursuant to Regulation 14A under the
Securities Exchange Act of 1934 for the Company's 1997 Annual Meeting of
Stockholders containing such information, which information is incorporated
herein by reference as if set out in full.

                                   PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) List of documents filed as part of this report.
                                                                   Page No.

 1.   Financial Statements 

      Independent Auditors' Report                                    13
      Consolidated Balance Sheets as of February 1, 1997 and
       February 3, 1996                                               14 
      Consolidated Statements of Income for the three
       fiscal years ended February 1, 1997                            15 
      Consolidated Statements of Changes in Stockholders'
       Equity for the three fiscal years ended February 1, 1997       16 
      Consolidated Statements of Cash Flows
       for the three fiscal years ended February 1, 1997              17 
      Notes to Consolidated Financial Statements                      18-24

 2.   Financial Statement Schedules

      All schedules have been omitted since the required information is
      included in the consolidated financial statements or the notes thereto,
      or the omitted schedules are not applicable.

 3.   Exhibits

      (3)(a)      Restated Certificate of Incorporation of the Company, as
                  amended (incorporated by reference to Exhibit 3(a) to the
                  Company's Annual Report on form 10-K for the fiscal year
                  ended February 1, 1992).

      (3)(b)      Amended By-laws of the Company (incorporated by reference
                  to Exhibit 3(b) to the Company's Annual Report on form 10-K
                  for the fiscal year ended January 28, 1995).

      (4)(a)      Revolving Credit Agreement dated as of August 19, 1996
                  between the Company and its subsidiaries and Bank Leumi
                  Trust Company.

<PAGE>





      (10)(a)     Incentive Stock Option Plan of the Company, as amended
                  (incorporated by reference to Exhibit 10(a) to the
                  Company's Annual Report on Form 10-K for the fiscal year
                  ended February 1, 1986).

      (10)(b)     Non-Qualified Stock Option Plan of the Company, as amended
                  (incorporated by reference to Exhibit 10(e) to the
                  Company's Annual Report on Form 10-K for the fiscal year
                  ended February 1, 1986).

      (10)(c)     401(k) Profit Sharing Plan, as amended (incorporated by
                  reference to Exhibit 10(e) to the Company's Annual Report
                  on Form 10-K for the fiscal year ended February 1, 1992).

      (10)(d)     Office Lease Agreement dated September 8, 1989 between the
                  Company and Two Centrum Plaza Associates (incorporated by
                  reference to Exhibit 10(h) to the Company's Annual Report
                  on Form 10-K for the fiscal year ended February 2, 1991).

      (10)(e)     Amendment of Office Lease Agreement dated July 31, 1990
                  between the Company and Two Centrum Plaza Associates
                  (incorporated by reference to Exhibit 10(I) to the
                  Company's Annual Report on Form 10-K for the fiscal year
                  ended February 2, 1991).
      
      (10)(f)     Addendum to Office Lease dated September 8, 1989 between
                  the Company and Two Centrum Plaza Associates (incorporated
                  by reference to Exhibit 10(j) to the Company's Annual
                  Report on Form 10-K for the fiscal year ended February 2,
                  1991).
      
      (10)(g)     Second addendum to office lease dated January 30, 1997
                  between the Company and Two Centrum Plaza Associates.

      (10)(h)     Lease between Chancellory Commons I Limited Partnership and
                  Claire's Boutiques, Inc. dated August 31, 1990
                  (incorporated by reference to Exhibit 10(I) to the
                  Company's Annual Report on form 10-K for the fiscal year
                  ended February 1, 1992).
                  
      (21)        Subsidiaries of the Company.

      (24)        Consent of KPMG Peat Marwick LLP.

(b)   Reports on Form 8-K.
                  
      None.

<PAGE>



                                   SIGNATURES


Pursuant to the requirements of Section 13 of 15(d) 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.



                                 By /S/Rowland Schaefer    
                                 Rowland Schaefer
                                 President and Chairman
                                 of the Board of Directors

April 15, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on April 15, 1997.

                                  
/S/ Rowland Schaefer              President and
Rowland Schaefer                  Chairman of the Board of Directors
                                  (Principal Executive Officer)

/S/ Ira D. Kaplan                 Chief Financial Officer and Treasurer
Ira D. Kaplan                     (Principal Financial and Accounting Officer)


/S/ Harold E. Berritt             Director
Harold E. Berritt


/S/ Fred D. Hirt                  Director
Fred D. Hirt


/S/ Bruce G. Miller               Director
Bruce G. Miller


/S/ Sylvia Schaefer               Director
Sylvia Schaefer


/S/ Marla Schaefer                Director
Marla Schaefer


/S/ Joel J. Silver                Director
Joel J. Silver

<PAGE>


                                   SIGNATURES


Pursuant to the requirements of Section 13 of 15(d) 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.



                                  By                        
                                  Rowland Schaefer
                                  President and Chairman
                                  of the Board of Directors

April 15, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on April 15, 1997.

                                  
                                  President and
Rowland Schaefer                  Chairman of the Board of Directors
                                  (Principal Executive Officer)

                                  Chief Financial Officer and Treasurer
Ira D. Kaplan                     (Principal Financial and Accounting Officer)


                                  Director
Harold E. Berritt


                                  Director
Fred D. Hirt


                                  Director
Bruce G. Miller


                                  Director
Sylvia Schaefer


                                  Director
Marla Schaefer


                                  Director
Joel J. Silver




<PAGE>

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