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 JANUARY 29, 2000
                                       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,  2000,  the aggregate market value of the 44,725,313 shares of
voting  stock  held  by  non-affiliates  of  the  registrant  was  $897,301,592.

   At  March  31,  2000 there were outstanding 48,387,659 shares of registrant's
Common  Stock, $.05 par value, and  2,863,384 shares of the registrant's Class A
Common  Stock,  $.05  par  value,  including  Treasury  Shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

   The  Proxy Statement for the 2000 Annual Meeting of Stockholders, to be filed
no  later than 120 days after the end of the Registrant's fiscal year covered by
this  report,  is  incorporated  by  reference  into  Part  III.


<PAGE>
                                TABLE OF CONTENTS

                                    PART I

    ITEM                                                             PAGE  NO.
    ----                                                             --------

     1.     Business                                                      3

     2.     Properties                                                    5

     3.     Legal  Proceedings                                            6

     4.     Submission  of  Matters  to  a  Vote  of  Security  Holders   6


                                    PART  II

     5.     Market  for  Registrant's  Common  Equity  and  Related
            Stockholder  Matters                                          7

     6.     Selected  Financial  Data                                     8

     7.     Management's  Discussion  and  Analysis  of  Financial
            Condition  and  Results  of  Operations                    9-13

     7A.     Quantitative  and  Qualitative  Disclosures  About
             Market  Risks                                               13

     8.     Financial  Statements  and  Supplementary  Data           14-30

     9.     Changes  in  and  Disagreements  with  Accountants  on
            Accounting  and  Financial  Disclosure                       30


                                    PART  III

     10.     Directors  and  Executive  Officers  of  the  Registrant    31

     11.     Executive  Compensation                                     31

     12.     Security  Ownership  of  Certain  Beneficial  Owners
             and  Management                                             31

     13.     Certain  Relationships  and  Related  Transactions          31


                                    PART  IV

     14.     Exhibits,  Financial  Statement  Schedules  and
             Reports  on  Form  8-K                                   31-33


                                        2
<PAGE>
PART  I

ITEM  1.  BUSINESS

General
-------

Claire's  Stores,  Inc.  (the "Company"), through its wholly-owned subsidiaries,
Claire's  Boutiques,  Inc.  ("Claire's"),  which  also  operates  through  its
Afterthoughts  division  ("Afterthoughts"), Claire's Puerto Rico Corp. ("CPRC"),
Claire's  Canada Corp. ("CCC"), Claire's Accessories UK Ltd. ("CUK"), Bijoux One
Trading AG ("Bijoux"), Cleopatre S.A. ("Cleopatre"), Lux Corporation ("Lux") and
its  50%-owned  joint venture Claire's Nippon Co., Ltd. ("Nippon"), is a leading
mall-based  retailer  of  popular-priced  fashion  accessories  and  apparel for
pre-teens  and teenagers.  As of March 31, 2000, the Company operated a total of
3,054  such  stores  in  50  states,  Canada, the Caribbean, the United Kingdom,
Switzerland, Austria, Germany, France and Japan.  The stores are operated mainly
under  the  trade  names  "Claire's  Boutiques"  or  "Claire's  Accessories",
"Afterthoughts",  "The  Icing", "Claire's Etc.", "Bow Bangles", "Bijoux One" and
"Cleopatre"  (collectively  the  "Fashion  Accessory Stores") and "Mr. Rags"(the
"Apparel  Stores").

In  December 1999, the Company completed its acquisition of Afterthoughts, a 768
store fashion accessory chain operating as a division of the Venator Group, Inc.
The  transaction  was  accounted for as a purchase.  The purchase price was $250
million,  $200  million of which was financed through a credit facility.  Excess
purchase  price  over  fair  market value of the underlying assets was allocated
primarily  to  goodwill,  which  will  be  amortized  over  twenty-five  years.

The  Fashion  Accessory  Stores  specialize  in  selling  popular-priced fashion
accessories  designed  to  predominantly appeal to pre-teen and teenage females.
Merchandise in the Fashion Accessory Stores typically ranges in price between $2
and  $20,  with  the  average product priced at about $4.  The Fashion Accessory
Stores  are similar in format and the different trade names give the Company the
ability  to  have multiple store locations in malls.  Although the Company faces
competition  from  a  number  of small specialty store chains and others selling
fashion  accessories,  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  pre-teens' and teens' fashion
accessories.

The  Apparel  Stores are operated by Lux under the trade name "Mr. Rags".  These
stores  sell  casual lifestyle, skater/urban fashion apparel and accessories for
the  male  teenage market.  The market for Lux is highly competitive.  There are
numerous  specialty  retail  chains that target male teenagers, many of whom are
much  larger than Lux.  The Company believes Lux can successfully compete due to
its  superior  store  design  and  merchandise  focus.

The  Company's  operations  are divided into three principal product categories.
Jewelry  consists  of  costume  jewelry,  including  earrings  and  ear piercing
services,  while  Accessories  consists  of  other  fashion  accessories,  hair
ornaments,  totebags  and novelty items.  Apparel includes name-brand as well as
private  label  shirts  and  pants.  The  following table compares sales of each
product  category  of  merchandise sold by the Company for the last three fiscal
years:

<TABLE>
<CAPTION>
                              FISCAL YEAR ENDED
                              -----------------
                  JAN. 29,          JAN. 30,          JAN. 31,
                    2000              1999              1998
                  -------           -------           --------
                               (In thousands)
                               --------------
<S>          <C>       <C>     <C>       <C>     <C>       <C>
Jewelry      $360,812   42.6%  $288,053   43.5%  $241,955   45.1%
Accessories   397,325   46.9    314,135   47.5    256,647   47.8
Apparel        88,761   10.5     59,668    9.0     38,152    7.1
-----------  --------  ------  --------  ------  --------  ------
             $846,898  100.0%  $661,856  100.0%  $536,754  100.0%
             ========  ======  ========  ======  ========  ======
</TABLE>

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  January 29, 2000 ("Fiscal 2000") were 20%, 22%, 22% and 36% in the first,
second,  third  and  fourth  quarters,  respectively.


                                        3
<PAGE>
At  March  31, 2000, the Company had approximately 16,300 employees, 53% 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.

Recent  Developments
--------------------

In  February  2000,  the  Company  completed  its  acquisition  of  Cleopatre, a
privately  held  42  store fashion accessory chain.  Cleopatre, headquartered in
Paris,  France,  became  a  wholly-owned subsidiary of CUK.  The transaction has
been  accounted  for  as  a  purchase.  The purchase price was approximately $11
million.  Excess  purchase price over fair market value of the underlying assets
was  allocated  to  goodwill,  which  will  be amortized over twenty-five years.

Fashion  Accessory  Stores
--------------------------

The  Fashion  Accessory Stores are located primarily in enclosed shopping malls.
The  stores  operated  in  North  America  under  the  names Claire's Boutiques,
Claire's  Accessories  and Afterthoughts average approximately 1,000 square feet
while  those  stores  operating  under the names "The Icing" and "Claire's Etc."
average  1,400  square  feet.  The stores operated in the United Kingdom, Europe
and Japan average 600 square feet and are located in enclosed shopping malls and
central  business  districts.  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 the stores 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.

80%  of  sales  are  made  in  cash, with the balance made by credit cards.  The
Company  permits,  with  restrictions  on certain items, returns for exchange or
refund.

The  Company  purchases  its  merchandise from approximately 650 suppliers.  The
Company  is  not  dependent  on  an individual vendor for merchandise purchased.
Substantially  all  of  the  costume  jewelry  and  fashion accessories sold are
purchased  from importers or imported directly.  All merchandise is shipped from
the  suppliers  to  the  Company's  distribution  facility  in  Hoffman Estates,
Illinois,  a  suburb  of Chicago, which services the North American and Japanese
stores  or  the distribution facility in Birmingham, England, which services the
stores  in  the  United  Kingdom  and  France, or the distribution facilities in
Zurich,  Switzerland  or  Vienna,  Austria,  which  service  the stores in those
respective  countries.  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
in  North  America  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 218 District Managers, each of whom oversees approximately 11
stores  in  his  or  her  respective  geographic  area  and reports to one of 18
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.  The reporting structure for the Fashion Accessory
Stores  in  the United Kingdom and Europe are similar to the reporting structure
in  North  America.  The President of CUK and Bijoux reports to the President of
the  Company.

In  Fiscal 2000, the Company continued to expand its international operations by
opening  98  Fashion  Accessory stores in the United Kingdom, bringing the total
number  of stores operating there to 282, and by opening 4 stores in Continental
Europe.  The Company plans to open approximately 100 stores in North America, 70
stores  in  the United Kingdom and 20 stores in Continental Europe in the fiscal
year  ending  February  3,  2001  ("Fiscal 2001").  Store expansion continued in
Japan  as  the  Company,  with  its  joint  venture  partner, Jusco Co., Ltd., a
Japanese  Company,  opened  a  net  19 stores in Fiscal 2000, bringing the total
number of stores operating in Japan to 83.  Current plans call for opening up to
40  additional  stores  in  Japan  in  Fiscal  2001.


                                        4
<PAGE>
Apparel  Stores
---------------

The  Apparel  Stores are located in enclosed shopping malls.  The Apparel Stores
range in size from approximately 1,500 to 2,400 square feet with an average size
of  2,000  square  feet.

The  representative  price  range for merchandise is $2 to $200, with an average
sale  of  approximately  $45.  Cash  and  major  credit  cards  are accepted for
payment.

The  stores  are distinctively designed and well lit, with merchandise displayed
in  a  manner  to  create  visual  excitement.  Marketing  is  aimed at the male
teenager.

The  Apparel  Stores  conduct  merchandise  purchasing  from offices in Seattle,
Washington.  Distribution  operations  are  conducted  from  the  Company's
distribution  facility in Hoffman Estates, Illinois.  The merchandise is shipped
via  common  carrier  to  the  stores,  as  required.

The  President  of  Lux  is  responsible  for  managing the Apparel Stores.  The
President  of  Lux  reports  to  the  President  of  the  Company.  The  field
organization of Lux is similar in structure to that of Claire's.  Supervision of
the  stores  rests  with three Regional Sales Managers who supervise 18 district
managers  who, in turn, are responsible for overseeing approximately 8 stores in
his  or  her  geographic  areas.  Each  store is staffed by a Manager, Assistant
Manager  and  part-time  employees,  as  required.

ITEM  2.  PROPERTIES

The  Company's  3,054  stores  operating  as of March 31, 2000 are located in 50
states,  Puerto Rico, Canada, the United Kingdom, Switzerland, Austria, Germany,
France,  the  Caribbean  and  Japan.  The  Company  leases  all  of  its  store
locations,  generally  for  terms  of  seven to ten years (up to 25 years in the
United  Kingdom and Europe).  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  or  "strip  centers".  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 store site, acceptable anchor
tenants,  suitable  location  within  a mall, appropriate space availability and
proposed rental rates.  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 178 stores in the last three fiscal years, primarily due
to  certain  locations  not meeting Company established profit benchmarks 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 fiscal years, no individual store accounted
for  more  than  one  percent  of  total  sales.

In  December  1999, the Company began implementation of a reorganization plan to
eliminate redundant field operations and optimize square footage efficiency as a
result  of  the acquisition of Afterthoughts.  In connection with this plan, the
Company  expects  to  close  or  not  renew  approximately  320 store locations.

The  Company opened or acquired 1,068 stores during Fiscal 2000 and 77 stores in
the  first  two  months  of  Fiscal 2001.  The Company plans to continue opening
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  $100,600  and  $113,500  per  store for a
Fashion  Accessory  Store  and  an  Apparel  Store,  respectively.


                                        5
<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.  This
Company-owned  facility  is  located on 24.8 acres and consists of 520,000 total
square  feet  with 404,000 square feet devoted to receiving and distribution and
116,000  square  feet  for  office  space.

In  January  2000,  CUK  relocated its distribution facility and office space to
accommodate  the growth in the business in the United Kingdom and to temporarily
service  the stores in France.  The Cleopatre stores are currently serviced by a
distribution center in Angers, France and offices in Paris.  The Company intends
to  discontinue  use  of  the  facility  in  Angers,  France  and  establish  a
distribution  facility  in  Paris, France to service the Cleopatre stores.   The
new  lease  in  the  United Kingdom commenced in December 1999 and terminates in
December  2024.  CUK  has  the  right to assign or sublet this lease at any time
during the term of the lease.  The new facility, located in Birmingham, England,
consists  of  25,000  square  feet  of  office  space  and 60,000 square feet of
distribution  space.  CUK intends to assign or sublet the old lease and does not
anticipate  any  difficulties.  All  costs associated with closing this facility
have  been  accrued  for  as  of  the  end  of  Fiscal  2000.

The  Bijoux  stores  are serviced by distribution centers and offices in Zurich,
Switzerland and Vienna, Austria.  The facility maintained in Zurich, Switzerland
consists  of  11,600  square  feet devoted to distribution and 5,400 square feet
devoted  to  offices.  The lease for this location expires on December 31, 2001.
In  Vienna,  Austria,  the  facility  consists  of 11,000 square feet devoted to
distribution  and  3,000  square  feet  devoted  to  offices.  The lease on this
facility  does  not have an expiration date but can be terminated by Bijoux with
notice  to  the  landlord  at  any  time.

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.  The  space is not needed by Claire's and 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 33,000 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 Co-Vice Chairmen of the Company.  The
lease  provides  for  the  payment  by  the  Company  of  annual  base  rent  of
approximately $557,000, which is subject to annual cost-of-living increases, and
a  proportionate share of all taxes and operating expenses of the building.  The
Company exercised a five year option under the lease.  The expiration date under
the  option  period  is  July  31,  2005.

The  Company  also owns 10,000 square feet of warehouse space in Miami, Florida.
The  property  is being utilized as a storage facility.  The Company also leases
executive  office  space  in  New  York  City  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  2000.


                                        6
<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  each full
quarterly  period  within  the  last  two fiscal years, 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.  At March
31, 2000, the approximate number of record holders of shares of Common Stock and
Class  A  Common  Stock  was  1,890  and  672,  respectively.

<TABLE>
<CAPTION>
                               CLOSING          DIVIDENDS       DIVIDENDS
                                  OF                ON          ON CLASS
                             COMMON STOCK      COMMON STOCK    COMMON STOCK
                             ------------      ------------    ------------
                              HIGH    LOW
                             ------  ------
Year Ended January 29, 2000
---------------------------
<S>                          <C>     <C>       <C>             <C>
First Quarter                $30.19  $18.63        $0.04          $0.02
Second Quarter                33.81   25.63         0.04           0.02
Third Quarter                 24.56   16.25         0.04           0.02
Fourth Quarter                24.44   16.88         0.04           0.02

Year Ended January 30, 1999
---------------------------
First Quarter                $24.13  $14.94        $0.04          $0.02
Second Quarter                23.50   16.94         0.04           0.02
Third Quarter                 21.31   14.75         0.04           0.02
Fourth Quarter                22.75   16.19         0.04           0.02
</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.  In October 1996,
the Board of Directors increased the quarterly dividend to $.03 per share on the
Common  Stock  and  $.015  per  share on the Class A Common Stock.  The Board of
Directors again increased the quarterly dividend to $.04 per share on the Common
Stock and $.02 per share on the Class A Common Stock in April 1998.  The Company
expects  to  continue  paying  dividends; however, there is no assurance in this
regard  since the declaration and payment of dividends are within the discretion
of  the Board of Directors and are subject to a variety of contingencies such as
the  earnings  and  the  financial  condition  of  the  Company.


                                        7
<PAGE>
ITEM  6.  SELECTED  FINANCIAL  DATA

<TABLE>
<CAPTION>
                                                             FISCAL YEAR ENDED
                                         ------------------------------------------------------------------

                                         JAN. 29,     JAN. 30,     JAN. 31,     FEB. 1,         FEB. 3,
                                           2000     1999 (4)(5)    1998 (4)   1997 (2)(4)   1996 (1)(2)(4)
                                         ---------  ------------  ----------  ------------  ---------------
                                                    (In thousands except per share amounts)
<S>                                      <C>        <C>           <C>         <C>           <C>
Operating Statement Data:
Net Sales                                $ 846,898  $   661,856   $ 536,754   $   466,300   $      364,347
Income from continuing operations           87,935       71,652      59,595        45,932           31,767
Net Income                                  87,935       62,280      59,595        45,932           31,767

Income Per Share (3):
  Basic:
    From continuing operations           $    1.72  $      1.41   $    1.19   $      0.92   $         0.65
    Net income                                1.72         1.23        1.19          0.92             0.65
  Diluted:
    From continuing operations           $    1.71  $      1.40   $    1.17   $      0.90   $         0.64
    Net income                                1.71         1.22        1.17          0.90             0.64

Cash Dividends
  Share:
    Common stock                         $    0.16  $      0.16   $    0.12   $      0.10   $        0.053
    Class A Common stock                      0.08         0.08        0.06          0.05            0.027

Balance Sheet Data:
    Current assets                       $ 290,018  $   239,618   $ 204,198   $   157,089   $      108,315
    Current liabilities                     96,855       69,091      51,264        45,906           32,196
    Working capital                        193,163      170,527     152,934       111,183           76,119
    Total assets                           702,099      394,272     317,067       252,237          194,780
    Long-term obligations                  206,458       10,963       8,545         5,787            4,325
    Stockholders' equity                   398,786      314,218     257,258       200,544          158,259

<FN>

(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
(3)     In  Fiscal  1998, the Company adopted the provisions of Statement of Financial Accounting Standards
("SFAS") No. 128, "Earnings per Share" which established new guidelines for the calculation of earnings per
share.  Basic  earnings  per share have been computed by dividing net income by the weighted average number
of shares outstanding during the year.  Diluted earnings per share have been computed assuming the exercise
of  stock  options,  as  well as their related income tax effects.  Earnings per share for all periods have
been  restated  to  reflect  the  provisions  of  this  Statement.
(4)     In  April  1998, the Company acquired Lux through the exchange of 2,070,286 shares of the Company's
common  stock  for  all  of  the  outstanding  common stock of Lux.  The acquisition was accounted for as a
pooling  of  interests  and  accordingly,  the  accompanying selected financial data has been retroactively
adjusted  to  include  the  operations  of  Lux  for  all  periods  prior  to  the  acquisition.
(5)     The  Company  adopted  a  plan  to  discontinue  the operation of its Just Nikki catalog segment in
January  1999  (see  Note  4  to  the  Consolidated  Financial  Statements  for  additional  information).
</TABLE>


                                        8
<PAGE>
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 statements bear to net sales of the
Company:

<TABLE>
<CAPTION>
                                                         FISCAL YEAR ENDED
                                                -------------------------------

                                                JAN. 29,   JAN. 30,   JAN. 31,
                                                  2000       1999       1998
                                                ---------  ---------  ---------
<S>                                             <C>        <C>        <C>

Net sales                                          100.0%     100.0%     100.0%
  Cost of sales, occupancy and buying expenses      48.4       48.2       48.1
----------------------------------------------  ---------  ---------  ---------
  Gross Profit                                      51.6       51.8       51.9
----------------------------------------------  ---------  ---------  ---------

Other expenses:
  Selling, general and administrative               31.7       31.5       32.1
 Depreciation and amortization                       3.4        3.3        3.4
  Interest income, net                              (0.4)      (0.9)      (0.9)
  (Gain) loss on investments                        (0.5)       0.7       (0.4)
  Impairment of long-lived assets                    1.0          -          -
                                                ---------  ---------  ---------
                                                    35.2       34.6       34.2
                                                ---------  ---------  ---------
Income from continuing operations before
  income taxes                                      16.4       17.2       17.8

Income taxes                                         6.0        6.4        6.7
                                                ---------  ---------  ---------
  Income from continuing operations                 10.4       10.8       11.1
                                                ---------  ---------  ---------

Discontinued operations, net of income taxes:
  Loss from discontinued operations                    -        0.9          -
  Loss on disposal of discontinued operations          -        0.5          -
                                                ---------  ---------  ---------
Net loss from discontinued operations                  -        1.4          -
                                                ---------  ---------  ---------

  Net income                                        10.4%       9.4%      11.1%
                                                =========  =========  =========
</TABLE>



RESULTS  OF  CONTINUING  OPERATIONS
-----------------------------------

From  the fiscal year ended January 31, 1998 ("Fiscal 1998") to January 29, 2000
("Fiscal  2000"), the Company's net sales increased at a compound annual rate of
26%.  Income  from  continuing  operations  increased from $59,595,000 in Fiscal
1998  to  $87,935,000  in Fiscal 2000.  The operating results of Claire's Nippon
Co.,  Ltd., which are accounted for under the equity method, are not part of the
consolidated  group  of  Claire's Stores, Inc. and therefore not included in the
following  analysis.  Fiscal  1998  balances  have  been restated to reflect the
accounts  of  Lux  as  if  the  Companies  had combined at the beginning of that
period.

FISCAL  2000  COMPARED  TO  FISCAL  1999
----------------------------------------

Net  sales  increased  by  $185,042,000,  or 28%, to $846,898,000 in Fiscal 2000
compared  to  $661,856,000  for the year ended January 30, 1999 ("Fiscal 1999").
This  increase  resulted  primarily  from  the  net  addition  of  1,006 stores,
including  the  acquisition  of  Afterthoughts  effective  December  1,1999  and
same-store  sales  increases  of 5%.  The same-store sales increases were mainly
attributable to an increase in the average unit retail price of merchandise sold
in  Fiscal 2000 compared to Fiscal 1999 and an increase in the number of overall
transactions  per  store.

Cost  of  sales, occupancy and buying expenses increased by $90,785,000, or 28%,
to  $409,852,000  in  Fiscal  2000  compared  to  $319,067,000  in  Fiscal 1999.
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  slightly  to 48.4% for Fiscal 2000 compared to 48.2% for Fiscal 1999.
This  increase of 20 basis points is the result of decreased product margins due
to  increased  sales  from  the  Apparel  Stores.


                                        9
<PAGE>
Selling,  general and administrative ("SG&A") expenses increased by $59,477,000,
or  29%,  to  $268,108,000  in  Fiscal  2000  from  the  Fiscal  1999  level  of
$208,631,000.  The  increase  noted  was  due  to  the  increase  in the cost of
operating  the  additional stores.  As a percentage of net sales, these expenses
increased  to  approximately  31.7%  in  Fiscal 2000 compared to 31.5% in Fiscal
1999.  The  increase  in SG&A as a percentage of sales is primarily attributable
to  certain  redundant  operations  related  to  the  Afterthoughts acquisition.

Depreciation and amortization increased by $6,963,000, or 32%, to $28,841,000 in
Fiscal  2000  from  the  Fiscal  1999  level  of  $21,878,000.  The increase was
primarily  due to the investment in 1,006 new and acquired stores and remodeling
of  approximately  100  stores.

Due  to the balance in cash, cash equivalents and short-term investments and the
absence  of  long-term  debt  for  most  of  the year,  interest income exceeded
interest expense in Fiscal 2000.  As a percentage of sales, interest income, net
was  .4%  for  Fiscal 2000 compared to .9% in Fiscal 1999.  This decrease in net
interest  income  was  caused  by interest expense incurred on the debt facility
entered  into  on December 1, 1999 and lost interest income on the approximately
$55 million of cash used related to the Afterthoughts acquisition.  The cash and
cash equivalents, and short-term investments balance during Fiscal 2000 averaged
approximately  $138,642,000  compared  to  approximately  $149,561,000 in Fiscal
1999.

In  Fiscal  2000,  the  Company  recognized  a gain on investments of $3,929,000
compared to a loss on investments of $4,800,000 in Fiscal 1999.  The Fiscal 1999
loss  did not result from the sale of investments but rather from the write-down
of  investments, in accordance with Generally Accepted Accounting Principles, to
better  reflect  the  current  economic  value  of  the  investments.

In  December  1999, the Company began implementation of a reorganization plan to
eliminate redundant field operations and optimize square footage efficiency as a
result  of  the acquisition of Afterthoughts.  As a result of the reorganization
and  the  Company's  periodic review of impairment, the Company recorded an $8.7
million  ($5.5  million after tax, or $.11 per diluted share) non-cash charge to
write  off  the  assets  whose  carrying  value  had  been  impaired.

Income  taxes  increased by $8,776,000 to $50,860,000 in Fiscal 2000 compared to
$42,084,000 in Fiscal 1999.  The Company's effective tax rates declined slightly
as  a  result  of  increased  profitable  foreign  operations  which  have lower
effective  tax  rates  than  the  United  States.

FISCAL  1999  COMPARED  TO  FISCAL  1998
----------------------------------------

Net  sales  increased  by  $125,102,000,  or 23%, to $661,856,000 in Fiscal 1999
compared  to  $536,754,000  for the year ended January 31, 1998 ("Fiscal 1998").
This  increase  resulted  primarily  from  the  net  addition  of 235 stores and
same-store  sales  increases  of 7%.  The same-store sales increases were mainly
attributable to an increase in the average unit retail price of merchandise sold
in  Fiscal 1999 compared to Fiscal 1998 and an increase in the number of overall
transactions  per  store.

Cost  of  sales, occupancy and buying expenses increased by $60,954,000, or 24%,
to  $319,067,000  in  Fiscal  1999  compared  to  $258,113,000  in  Fiscal 1998.
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  slightly  to 48.2% for Fiscal 1999 compared to 48.1% for Fiscal 1998.
This  increase of 10 basis points is the net result of decreased product margins
(60 basis points) due to changes in merchandise mix offset by increased leverage
of occupancy and buying expenses (50 basis points) which are relatively fixed in
nature.

SG&A  expenses  increased by $36,343,000, or 21%, to $208,631,000 in Fiscal 1999
from  the  Fiscal 1998 level of $172,288,000.  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 31.5% in Fiscal 1999 compared
to  32.1%  in  Fiscal  1998.  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 leveraging of fixed corporate expenses with the addition of a
net  235  stores.


                                       10
<PAGE>
Depreciation and amortization increased by $3,876,000, or 22%, to $21,878,000 in
Fiscal  1999  from  the  Fiscal  1998  level  of  $18,002,000.  The increase was
primarily  due  to the investment in 286 new and acquired stores, the remodeling
of approximately 100 stores and the completion of the Company's expansion of its
distribution  facility  in  Hoffman  Estates,  Illinois  in  Fiscal  1999.

Due  to the increase in cash and short-term investment levels and the absence of
long-term  debt, interest income exceeded interest expense in Fiscal 1999.  As a
percentage  of  sales,  interest  income,  net was .9% for Fiscal 1999 which was
comparable  to  Fiscal  1998.  The  cash  and  cash  equivalents, and short-term
investments  balance  during  Fiscal  1999  averaged  approximately $149,561,000
compared  to  approximately  $103,117,000  in  Fiscal  1998.

Income  taxes  increased  by  $796,000 to $36,553,000 in Fiscal 1999 compared to
$35,757,000 in Fiscal 1998.  The Company's effective tax rates declined slightly
as  a  result  of  increased  profitable  foreign  operations  which  have lower
effective  tax  rates  than  the  United  States.

In  Fiscal  1999,  the  Company  recognized  a loss on investments of $4,800,000
compared to a gain on investments of $2,099,000 in Fiscal 1998.  The Fiscal 1999
loss  did not result from the sale of investments but rather from the write-down
of  investments, in accordance with Generally Accepted Accounting Principles, to
better  reflect  the  current  economic  value  of  the  investments.

DISCONTINUED  OPERATIONS
------------------------

In  January  1999,  the  Company  announced  its  decision  to  discontinue  the
operations of Just Nikki, Inc. ("Nikki"), a wholly-owned subsidiary representing
its  catalog  segment.  The  operations  of  Nikki  have been accounted for as a
discontinued  operation  in  the  Fiscal 1999 consolidated financial statements.
Nikki  had  no  significant  operations  prior  to Fiscal 1999.  The Company has
completed  liquidating  Nikki's  inventory and remaining assets during the first
half  of  Fiscal  2000.

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.

YEAR  2000
----------

As  previously  reported,  over the past several years the Company developed and
implemented a plan to address the anticipated impacts of the so-called Year 2000
problem  on our information technology ("IT") systems and on non-IT systems.  We
also  surveyed selected third parties to determine the status of their Year 2000
compliance  programs.  In  addition,  we  developed contingency plans specifying
what  the  Company  would  do  if  we  or  important  third  parties experienced
disruptions  to  critical  business  activities  as  a  result  of the Year 2000
problems.

The Company's Year 2000 plan was completed in all material respects prior to the
anticipated  Year 2000 failure dates.  As of March 31, 2000, the Company has not
experienced  any materially important business disruptions or system failures as
a  result of Year 2000 issues, nor is it aware of any Year 2000 issues that have
impacted  its  suppliers  or  other  significant  third  parties  to  an  extent
significant to the Company.  However, Year 2000 compliance has many elements and
potential  consequences, some of which may not be foreseeable or may be realized
in  future  periods.  Consequently,  there  can  be no assurance that unforeseen
circumstances may not arise, or that the Company will not in the future identify
equipment  or  systems  which  are  not  Year  2000  compliant.

As  of  January 29, 2000, the Company's total incremental costs (historical plus
estimated  future  costs)  of  addressing  Year  2000 issues are estimated to be
approximately  $350,000,  of  which nearly all has been incurred to date.  These
costs  were  funded  through  operating  cash  flow.

For  further information regarding Year 2000 matters, refer to disclosures under
Forward-Looking  Statements  below.


                                       11
<PAGE>
FORWARD-LOOKING  STATEMENTS
---------------------------

The Private Securities Litigation Reform Act of 1995 ("the Act") provides a safe
harbor  for forward-looking statements made by or on behalf of the Company.  The
Company  and  its  representatives  may from time to time make written or verbal
forward-looking  statements,  including  statements  contained in this and other
Company  filings  with the Securities and Exchange Commission and in our reports
to  shareholders.  All statements which address operating performance, events or
developments  that  we  expect or anticipate will occur in the future, including
statements  relating to sales growth and earnings per share growth or statements
expressing  general optimism about future operating results, are forward-looking
statements  within  the  meaning of the Act.  The forward-looking statements are
and  will  be based on management's then current views and assumptions regarding
future  events  and  operating  performance.

The  following are some of the factors that could cause actual results to differ
materially from estimates contained in the Company's forward-looking statements:

$     The ability to generate sufficient cash flows to support capital expansion
plans  and  general  operating  activities.
$     Competitive  product  and  pricing  pressures.  While  we  believe  our
opportunities  for  sustained, profitable growth are considerable, unanticipated
actions  of  competitors  could  impact  our  earnings  and  sales  growth.
$     Changes  in  laws  and  regulations,  including  changes  in  accounting
standards,  taxation  requirements (including tax rate changes, new tax laws and
revised  tax  law interpretation) and laws in domestic or foreign jurisdictions.
$     Fluctuations  in  the  cost  and  availability  of  raw  materials  to the
Company's  vendors  and  the ability to maintain favorable supplier arrangements
and  relationships.
$     The  ability  to  achieve earnings forecasts, which are generated based on
projected  sales  of  many product types, some of which are more profitable than
others.  There  can  be no assurance that we will achieve the projected level or
mix  of  product  sales.
$     The  ability  to penetrate new markets, which also depends on economic and
political  conditions.
$     The  ability  of  the  Company to successfully integrate the operations of
Afterthoughts.
$     The  effectiveness  of  our  marketing  and  promotional  programs.
$     The  uncertainties of litigation, as well as other risks and uncertainties
detailed  from  time to time in the Company's Securities and Exchange Commission
filings.
$     Adverse weather conditions, which could affect customer shopping patterns.
$     The ability of the Company and its suppliers to replace, modify or upgrade
computer  programs  in  ways  that  adequately  address  the  Year  2000  issue.
$     Changes  in consumer preferences for pre-teen and teen apparel and fashion
accessories.

The  foregoing  list  of  important  factors  is  not  exclusive.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

In  connection  with  the acquisition of Afterthoughts, the Company entered into
the  Credit  Facility pursuant to which it financed $200 million of the purchase
price.  The  Credit  Facility  includes  a  $40 million revolving line of credit
which  matures  on  December 1, 2004 and a $175 million five year term loan, the
first  installment  of which is due and payable beginning December 31, 2000 with
future  installments,  thereafter, payable on a quarterly basis through December
1,  2004.  The  Credit Facility is prepayable without penalty and bears interest
for  an  initial six months at 125 basis points margin over the London Interbank
Borrowing Rate.  The margin is then adjusted periodically based on the Company's
performance  as  it  relates  to  certain  financial  measurements.

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,
including  short-term  investments,  totaled  $140,870,000  at the end of Fiscal
2000.

Net  cash  provided  by  operating activities amounted to $104,215,000 in Fiscal
2000 compared to $85,816,000 in Fiscal 1999 and $76,954,000 in Fiscal 1998.  The
Company's  current  ratio  (current assets over current liabilities) was 3.0:1.0
for  Fiscal  2000  and  3.5:1.0  for  Fiscal  1999.


                                       12
<PAGE>
At  the  end of Fiscal 2000, the Company increased its investment in inventories
to  $109,464,000,  or  73%, from the Fiscal 1999 balance of $63,334,000.  During
this period inventory turnover increased to 3.3X from 3.0X for Fiscal 1999.  The
increase  in inventories is due to the Company operating 1,006 additional stores
at  the  end  of  Fiscal  2000  compared  to  Fiscal  1999 - a 50% increase.  In
addition,  inventories  on  a per square foot basis increased 12.6%.  Management
believes  inventories are appropriate given the increase in the number of stores
and  the  level  of  sales  currently  being  achieved.

During  Fiscal 2000, the Company continued to expand and remodel its store base.
Significant  capital  projects  included  the  opening  and  purchase,  through
acquisition, of 1,068 new stores and the remodeling of approximately 100 stores.
Funds  expended  for  capital  improvements  in  Fiscal 2000 totaled $48,866,000
compared  to  $45,211,000  in  Fiscal  1999  and $36,306,000 in Fiscal 1998.  In
Fiscal  2001,  capital expenditures are expected to be approximately $49,000,000
as  the  Company  continues  to  invest  in  its  store  base  and  technology.

The Company has significant cash balances, a consistent ability to generate cash
flow  from  operations  and  available  funds  under its credit facilities.  The
Company  believes  that  it  will  be  able  to  maintain  its present financial
condition and liquidity and be able to finance its capital expenditure plans and
other  foreseeable  future  needs.

ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

Foreign  Currency
-----------------

The  Company  is  exposed  to foreign currency exchange rate fluctuations on the
U.S.  dollar  value  of foreign currency denominated transactions.  Based on the
Company's  average net currency positions in Fiscal 2000, the potential loss due
to  a 10% adverse change on foreign currency exchange rates would be expected to
be  immaterial.

Interest  Rates
---------------

The  Company's  exposure to market risk for changes in interest rates is limited
to its cash, cash equivalents, debt  and short-term investment portfolio.  Based
on  the  Company's  average  invested  cash balances and outstanding debt during
Fiscal  2000,  a  10%  decrease in the average effective interest rate in Fiscal
2000 would not have materially impacted the Company's annual net interest income
earned.

Recent  Accounting  Pronouncements
----------------------------------

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  No  133  ("SFAS No. 133"), "Accounting for
Derivative  Instruments and Hedging Activities."  The new statement requires all
derivatives  to  be  recorded on the balance sheet at fair value and establishes
new  accounting  rules for hedging instruments.  In June 1999, the FASB deferred
the  effective  date  of  SFAS No. 133 for one year until fiscal years beginning
after  June  15,  2000.  We believe the impact that SFAS No. 133 will not have a
material  effect  on  our  Consolidated  Financial  Statements.


                                       13
<PAGE>
ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA          PAGE  NO.
                                                                   ---------

Independent  Auditors'  Report                                            15

Consolidated  Balance  Sheets  as  of  January  29,  2000
    and  January 30, 1999                                                 16

Consolidated  Statements  of  Income  and  Comprehensive  Income
    for  the  three  fiscal  years  ended  January  29,  2000             17

Consolidated  Statements  of  Changes  in  Stockholders'  Equity
    for  the three  fiscal  years  ended  January  29,  2000              18

Consolidated  Statements  of  Cash  Flows  for  the  three  fiscal
    years  ended  January  29,  2000                                      19

Notes  to  Consolidated  Financial  Statements                         20-30

Selected  Quarterly  Financial  Data  (Unaudited)                         30


                                       14
<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  January  29, 2000 and January 30, 1999, and the
related  consolidated  statements of income and comprehensive income, changes in
stockholders'  equity  and  cash  flows  for each of the years in the three-year
period  ended January 29, 2000.  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  January  29, 2000 and January 30, 1999, and the
results  of  their  operations and their cash flows for each of the years in the
three-year  period  ended January 29, 2000 in conformity with generally accepted
accounting  principles.



/S/KPMG  LLP
Fort  Lauderdale,  Florida
April  7,  2000


                                       15
<PAGE>
<TABLE>
<CAPTION>
                        CLAIRE'S STORES, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS


                                                                JAN. 29,    JAN 30,
                                                                  2000        1999
                                                               ----------  ----------
<S>                                                            <C>         <C>
                                                                   (In thousands)
ASSETS
Current assets:
  Cash and cash equivalents                                    $ 137,414   $ 117,546
  Short-term investments                                           3,456      35,758
  Inventories                                                    109,464      63,334
  Prepaid expenses and other current assets                       39,684      22,980
                                                               ----------  ----------
    Total current assets                                         290,018     239,618
                                                               ----------  ----------

Property and equipment:
  Land and building                                               17,568      15,969
  Furniture, fixtures and equipment                              156,688     123,390
  Leasehold improvements                                         129,767      94,421
                                                               ----------  ----------
                                                                 304,023     233,780
  Less accumulated depreciation and amortization                (137,244)   (118,272)
                                                               ----------  ----------
                                                                 166,779     115,508
                                                               ----------  ----------

  Goodwill, net                                                  211,982       9,000
  Other assets                                                    33,320      30,146
                                                               ----------  ----------

                                                               $ 702,099   $ 394,272
                                                               ==========  ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Loan payable to bank                                         $   8,759   $     893
  Trade accounts payable                                          35,911      23,165
  Income taxes payable                                            17,149      16,803
  Dividends payable                                                2,045       2,031
  Accrued expenses                                                32,991      26,199
                                                               ----------  ----------
    Total current liabilities                                     96,855      69,091
                                                               ----------  ----------

Long Term Liabilities
  Long-term debt                                                 192,000           -
  Deferred credits                                                14,458      10,963
                                                               ----------  ----------
                                                                 206,458      10,963
                                                               ----------  ----------

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 2,868,380
  shares and 2,891,024 shares                                        143         145
  Common stock par value $.05 per share; authorized
    150,000,000 shares, issued 48,374,226 shares and
    48,024,707 shares                                              2,419       2,401
  Additional paid-in capital                                      29,291      25,398
  Accumulated other comprehensive income                            (228)       (895)
  Retained earnings                                              367,613     287,621
                                                               ----------  ----------
                                                                 399,238     314,670
  Treasury stock, at cost, (109,882 shares)                         (452)       (452)
                                                               ----------  ----------
                                                                 398,786     314,218
                                                               ----------  ----------
Commitments and contingencies
                                                               $ 702,099   $ 394,272
                                                               ==========  ==========

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


                                       16
<PAGE>
<TABLE>
<CAPTION>
                      CLAIRE'S STORES, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


                                                       FISCAL YEAR ENDED
                                               ----------------------------------

                                              JAN. 29,       JAN. 30,     JAN. 31,
                                                2000          1999          1998
                                             ---------     ----------    ----------
                                             (In thousands except per share amounts)
<S>                                          <C>           <C>           <C>

Net sales                                    $ 846,898     $ 661,856     $ 536,754
Cost of sales, occupancy and buying expenses   409,852       319,067       258,113
Gross profit                                   437,046       342,789       278,641
                                               ----------  ----------  ----------

Other expenses:
   Selling, general and administrative         268,108       208,631       172,288
   Depreciation and amortization                28,841        21,878        18,002
   Interest income, net                         (3,469)       (6,256)       (4,902)
   (Gain) loss on investments                   (3,929)        4,800        (2,099)
   Impairment of long-lived assets               8,700             -             -
                                             ----------    ----------    ----------
                                               298,251       229,053       183,289
                                             -----------   ----------    ----------
   Income from continuing operations before
     income taxes                              138,795       113,736        95,352

Income taxes                                    50,860        42,084        35,757
                                             ----------    ----------    ----------

   Income from continuing operations            87,935        71,652        59,595
                                             ----------    ----------    ----------

Discontinued operations:
   Loss from discontinued operations (less
      applicable income taxes)                       -         6,285             -
   Loss on disposal of discontinued
      operations  (less applicable income
        taxes)                                       -         3,087             -
                                             ----------    ----------    ----------
   Net loss from discontinued operations             -         9,372             -
                                             ----------    ----------    ----------

   Net income                                   87,935        62,280        59,595
   Other comprehensive income:
      Foreign currency translation adjustments     667          (337)         (619)
                                             ----------    ----------    ----------
         Comprehensive income                $  88,602     $  61,943     $  58,976
                                             ==========    ==========    ==========
Net income (loss) per share:
   Basic:
      From continuing operations             $    1.72     $    1.41     $    1.19
      From discontinued operations                   -         (0.18)            -
                                             ----------    ----------    ----------
      Net income                             $    1.72     $    1.23     $    1.19
                                             ==========    ==========    ==========

   Diluted:
      From continuing operations             $    1.71     $    1.40     $    1.17
      From discontinued operations                   -         (0.18)            -
                                             ----------    ----------    ----------
      Net income                             $    1.71     $    1.22     $    1.17
                                             ==========    ==========    ==========
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                       17
<PAGE>
<TABLE>
<CAPTION>
                                             CLAIRE'S STORES, INC. AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                                                                  ACCUMULATED
                                                      CLASS A         ADDITIONAL     OTHER
                                                      COMMON   COMMON  PAID-IN   COMPREHENSIVE   RETAINED   TREASURY
                                                      STOCK    STOCK   CAPITAL       INCOME      EARNINGS    STOCK        TOTAL
                                                     -------  ------- ---------  -------------  ----------   --------  ----------
                                                                                  (In thousands)
<S>                                                  <C>      <C>     <C>       <C>             <C>         <C>         <C>
Balance
  February 1, 1997                                   $  146   $2,364  $ 16,948  $          61   $ 181,477   $   (452)   $ 200,544
Net income                                                -        -         -              -      59,595          -       59,595
Class A Common Stock converted to Common Stock           (1)       1         -              -           -          -            -
Stock options exercised                                   -       17     1,705              -           -          -        1,722
Cash dividends ($.12 per Common share and
  $.06 per Class A Common share)                          -        -         -              -      (5,622)         -       (5,622)
Distributions to former shareholders of
  pooled entities                                         -        -         -              -      (1,762)         -       (1,762)
Tax benefit from exercised stock options                  -        -     3,400              -           -          -        3,400
Foreign currency translation adjustment                   -        -         -           (619)          -          -         (619)
                                                     -------  ------- --------- -------------  ----------   ---------  -----------
Balance
  January 31, 1998                                      145    2,382    22,053           (558)    233,688       (452)     257,258
Net income                                                -        -         -              -      62,280          -       62,280
Issued shares for acquisition                             -        5     1,876              -           -          -        1,881
Stock options exercised                                   -       14       419              -           -          -          433
Cash dividends ($.16) per Common share and
 .08 per Class A Common share)                             -        -         -              -      (7,892)         -       (7,892)
Distributions to former shareholders of   pooled
  entity                                                  -        -         -              -        (455)         -         (455)
Tax benefit from exercised stock options                  -        -     1,050              -           -          -        1,050
Foreign currency translation adjustment                   -        -         -           (337)          -          -         (337)
                                                      ------  -------  --------  ------------  ----------   ---------  -----------
Balance
  January 30, 1999
Net income                                                -        -         -              -      87,935          -       87,935
Class A Common stock converted to Common stock           (2)       2         -              -           -          -            -
Stock options exercised                                   -       16     2,693              -           -          -        2,709
Cash dividends ($.16 per Common  share and
 $.08 per Class A  Common share)                          -        -         -              -      (7,943)         -       (7,943)
Tax benefit from exercised stock options                  -        -     1,200              -           -          -        1,200
Foreign currency translation adjustment                   -        -         -            667           -          -          667
                                                     -------  -------  --------  -------------  ----------  ---------  -----------
Balance
  January 29, 2000                                   $  143   $2,419  $ 29,291  $        (228)  $ 367,613   $   (452)  $  398,786
                                                     =======  ======= ========= ==============  ==========  =========  ===========
</TABLE>


See  accompanying  notes  to  consolidated  financial  statements.


                                       18
<PAGE>
<TABLE>
<CAPTION>
                                 CLAIRE'S STORES, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                FISCAL YEAR ENDED
                                                                      ----------------------------------

                                                                       JAN. 29,    JAN. 30,    JAN. 31,
                                                                         2000        1999        1998
                                                                      ----------  ----------  ----------
                                                                                 (In thousands)
<S>                                                                   <C>         <C>         <C>
Cash flows from operating activities:
   Net income                                                         $  87,935   $  62,280   $  59,595
   Adjustments to reconcile net income to net cash
        provided by operating activities:
   Loss from discontinued operations, net of tax benefit                      -       6,285           -
   Loss on disposal of discontinued operations, net of tax benefit            -       3,087           -
   Depreciation and amortization                                         28,841      21,878      18,002
   Deferred income taxes                                                    704      (1,484)        213
   (Gain) loss on investments                                            (3,929)      4,800           -
   Loss on retirement of property and equipment                             576       1,703       1,671
   Impairment of long-lived assets                                        8,700           -           -
   Increase in -
      Inventories                                                       (11,268)     (9,711)     (4,380)
      Prepaid expenses and other assets                                 (29,155)    (12,719)     (5,624)
   Increase in -
      Trade accounts payable                                             11,693       2,441       1,448
      Income taxes payable                                                  345       6,103         860
      Accrued expenses                                                    6,278       6,578       2,411
      Deferred credits                                                    3,495       2,418       2,758
                                                                      ----------  ----------  ----------
Net cash provided by continuing operations                              104,215      93,659      76,954
Net cash used by discontinued operations                                      -      (7,843)          -
                                                                      ----------  ----------  ----------
Net cash provided by operating activities                               104,215      85,816      76,954
                                                                      ----------  ----------  ----------

Cash flows from investing activities:
   Acquisition of property and equipment, net or retirement
   proceeds                                                             (48,866)    (45,211)    (36,306)
   Acquisition of business, net of cash acquired                       (249,811)          -           -
   Sale (purchase) of short-term investments, net                        36,231     (28,842)       (290)
   Capital expenditures of discontinued operations                            -        (185)          -
   Acquisition of minority interest in a foreign subsidiary             (18,000)     (7,815)          -
                                                                      ----------  ----------  ----------

Net cash used in investing activities                                  (280,446)    (82,053)    (36,596)

Cash flows from financing activities:
   Principal borrowings (payments) on debt                              199,452      (1,617)      1,600
   Proceeds from stock options exercised                                  3,909       1,482       5,087
   Distribution to former shareholders of pooled entity                       -        (455)     (2,739)
   Dividends paid                                                        (7,929)     (7,781)     (5,606)
                                                                      ----------  ----------  ----------

Net cash provided by (used in) financing activities                     195,432      (8,371)     (1,658)
                                                                      ----------  ----------  ----------

Effect of foreign currency exchange rate changes on cash
   and cash equivalents                                                     667        (337)       (619)
                                                                      ----------  ----------  ----------

Net increase (decrease) in cash and cash equivalents                     19,868      (4,945)     38,081

Cash and cash equivalents at beginning of year                          117,546     122,491      84,410
                                                                      ----------  ----------  ----------

Cash and cash equivalents at end of year                              $ 137,414   $ 117,546   $ 122,491
                                                                      ==========  ==========  ==========
</TABLE>


See  accompanying  notes  to  consolidated  financial  statements.


                                       19
<PAGE>
                     CLAIRE'S STORES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  NATURE  OF  OPERATIONS  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Nature  of  Operations  -  Claire's  Stores,  Inc.,  a Delaware Corporation, and
----------------------
subsidiaries  (collectively  the  "Company"),  is  a leading retailer of popular
priced  fashion accessories and apparel targeted towards teenagers.  The Company
operates  stores  throughout  the  United  States, Canada, the Caribbean, United
Kingdom,  Switzerland,  Austria,  Germany  and  Japan.

Principles  of  Consolidation/Reclassifications  -  The  consolidated  financial
-----------------------------------------------
statements  include  the  accounts  of  the  Company  and  its  wholly  owned
subsidiaries.  The  Company's  investment  in  its  Japanese  joint  venture  is
accounted  for  under the equity method.  All material intercompany balances and
transactions  have  been  eliminated  in  consolidation.  In  January  1999, the
Company  adopted  a  plan  to  discontinue its Just Nikki Inc. ("Nikki") catalog
segment.  In  April  1998,  the  Company  completed  its  acquisition  of  Lux
Corporation  ("Lux"),  which was accounted for as a pooling-of-interest business
combination.  As  a result of these two transactions, the consolidated financial
statements and notes thereto have been restated and reclassified for all periods
presented.

Fiscal  Year - The Company's fiscal year ends on the Saturday closest to January
------------
31.  Fiscal  years  2000,  1999  and  1998  each  consisted  of  52  weeks.

Cash  and  Cash  Equivalents  -  The  Company  considers  all highly liquid debt
----------------------------
instruments  purchased  with an original  maturity of three months or less to be
cash  equivalents.

Short-term  Investments  -  These  investments  consist  of  highly  liquid debt
-----------------------
instruments  purchased  with  a maturity greater than three months but less than
one year and equity securities.  At January 29, 2000, the Company classified its
debt and equity securities as available for sale.  Available for sale securities
are  recorded  at  fair  value.  Unrealized holding gains and losses, net of the
related  tax effect, on available for sale securities are excluded from earnings
and are reported as a separate component of stockholders' equity until realized.
Realized  gains  and  losses  from the sale of available for sale securities are
determined  on  a  specific  identification  basis.

A decline in the market value of any available for sale security below cost that
is  deemed  to be other than temporary results in a reduction in carrying amount
to  fair  value.  The impairment is charged to earnings and a new cost basis for
the  security  is established.  Dividend and interest income are recognized when
earned.

Inventories - Merchandise inventories are stated at the lower of cost or market.
-----------
Cost  is  determined  by  the first-in, first-out basis using the retail method.
Approximately 9% of the Company's inventory is maintained using the average cost
method  in  a  foreign  subsidiary.

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.

Goodwill  - Goodwill represents the excess of purchase price over the fair value
--------
of  net  assets  acquired.  It  is  amortized  on a straight-line basis over the
expected  periods  to  be  benefitted, generally twenty-five years.  The Company
assesses  the recoverability of this intangible asset by determining whether the
amortization  of  the  goodwill balance over its remaining life can be recovered
through undiscounted future operating cash flows of the acquired operation.  The
amount of goodwill impairment, if any, is measured based on projected discounted
future  operating  cash  flows  using  a  discount rate reflecting the Company's
average  cost of funds.  Accumulated amortization was $1,655,000 and $190,000 at
January  29,  2000  and  January  30,  1999,  respectively.


                                       20
<PAGE>
Net  Income  Per  Share  -  Basic  net income per share is based on the weighted
-----------------------
average  number  of  shares of Class A Common Stock and Common Stock outstanding
during the period (50,985,000 shares in Fiscal 2000, 50,649,000 shares in Fiscal
1999  and  50,222,000  shares  in  Fiscal  1998).  Diluted  net income per share
includes the dilutive effect of stock options (51,334,000 shares in Fiscal 2000,
51,108,000 shares in Fiscal 1999 and 51,132,000 shares in Fiscal 1998).  Options
to  purchase  210,000,  161,000  and  124,000  shares of common stock, at prices
ranging  from  $25.00 to $30.25 per share, $19.73 to $22.88 per share and $19.73
to  $22.88 per share, respectively, were outstanding for the years ended January
29,  2000,  January  30,1999  and  January  31, 1998, respectively, but were not
included  in  the computation of diluted earnings per share because the options'
exercise  prices were greater than the average market price of the common shares
for  the  respective  fiscal  year.

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.
Foreign  currency  gains  and  losses resulting from transactions denominated in
foreign currencies, including intercompany transactions, except for intercompany
loans  of  a long-term investment nature, are included in results of operations.

Fair  Value  of  Financial  Instruments  -  The  Company's financial instruments
---------------------------------------
consist  primarily  of  current  assets, current liabilities and long term debt.
Current  assets and liabilities are stated at fair market value.  Long term debt
is  considered  to  approximate  market  value  due  to  the interest rate being
adjustable.

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 - The Company accounts for long-lived assets in
--------------------------------
accordance  with  the provisions of SFAS No. 121, "Accounting for the Impairment
of  Long-Lived  Assets  and  for  Long-Lived  Assets  to  Be Disposed Of."  This
Statement  requires  that long-lived assets and certain identifiable intangibles
be  reviewed for impairment whenever events or changes in circumstances indicate
that  the carrying amount of an asset may not be recoverable.  Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an  asset  to  future  net cash flows expected to be generated by the asset.  If
such  assets  are  considered to be impaired, the impairment to be recognized is
measured  by  the  amount  by which the carrying amount of the assets exceed the
fair value of the assets.  Assets to be disposed of are reported at the lower of
the  carrying  amount  or  fair  value  less  costs  to  sell.

In  December  1999, the Company began implementation of a reorganization plan to
eliminate redundant field operations and optimize square footage efficiency as a
result  of  the acquisition of Afterthoughts.  As a result of the reorganization
and  the  Company's  periodic review of impairment, the Company recorded an $8.7
million  ($5.5  million after tax, or $.11 per diluted share) non-cash charge to
write  off  the  assets  whose  carrying  value  had  been  impaired.

Stock  Options
--------------

Statement  of  Financial  Accounting Standards No. 123 ("SFAS 123"), "Accounting
for  Stock  Based  Compensation," allows entities to choose between a fair value
based  method  of  accounting  for  employee  stock  options  or  similar equity
instruments  and  the  intrinsic  value based method of accounting prescribed by
Accounting Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock
Issued  to  Employees."  Entities electing to account for employee stock options
or  similar  equity instruments under APB No. 25 must make pro forma disclosures
of  net  income and earnings per share as if the fair value method of accounting
had been applied.  The Company has elected to apply the provisions of APB No. 25
in  the  preparation  of  its  consolidated financial statements and provide pro
forma disclosure of net income and earnings per share as required under SFAS 123
in  the  notes  to  the  consolidated  financial  statements.


                                       21
<PAGE>
Recent  Accounting  Pronouncements
----------------------------------

In  April  1998,  the  American Institute of Certified Public Accountants issued
Statement  of  Position  98-5  ("SOP 98-5"), "Reporting of the Costs of Start-up
Activities."  SOP  98-5  is  effective for financial statements issued for years
beginning after December 15, 1998; therefore, the Company adopted its provisions
in  the  first quarter of Fiscal 2000.  SOP 98-5 requires that pre-opening costs
be  expensed  as  incurred.  Adoption  of this statement did not have a material
impact on the Company's financial position, results of operations or cash flows.

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  No  133  ("SFAS No. 133"), "Accounting for
Derivative  Instruments and Hedging Activities."  The new statement requires all
derivatives  to  be  recorded on the balance sheet at fair value and establishes
new  accounting  rules for hedging instruments.  In June 1999, the FASB deferred
the  effective  date  of  SFAS No. 133 for one year until fiscal years beginning
after  June  15,  2000.  We beleive the impact that SFAS No. 133 will not have a
material  effect  on  our  Consolidated  Financial  Statements.

2.  ACQUISITIONS

In  December 1999, the Company completed the acquisition of Afterthoughts, a 768
store  fashion  accessory  chain  operated  as a division of Venator Group, Inc.
("Venator").  The  transaction  was  accounted  for as a purchase.  The purchase
price  was  $250  million,  $200  million of which was financed through a credit
facility.  Excess  purchase  price  over  fair  market  value  of the underlying
assets,  primarily  fixed  assets  and  inventory,  was  allocated  primarily to
goodwill, which will be amortized over twenty-five years.  The Company's results
of  operations  include  Afterthoughts from December 1, 1999 through January 29,
2000.

The  following table presents the fair value of assets acquired and the net cash
paid  for  the  acquisition  (in  thousands):

<TABLE>
<CAPTION>
<S>                                  <C>
Fair value of assets acquired        $ 69,400
Allocated value of intangibles        180,600
                                     ---------
Cash paid for acquisition             250,000
Cash acquired in acquisition             (189)
                                     =========

Total cash paid in acquisition, net  $249,811
</TABLE>

In  April  1998,  the  Company  completed its acquisition of Lux, a closely held
specialty  apparel  chain  operating  under  the  name  of  "Mr.  Rags,"  in  a
stock-for-stock  merger.  The  stores  specialize  in  selling  clothing  and
accessories to the male teen market.  In connection with the merger, the Company
issued  2,070,286  shares  of  common  stock in exchange for all the outstanding
common  stock  of  Lux.  The  merger  has  been  accounted  for  as a pooling of
interests  business  combination.  Accordingly,  the  accompanying  consolidated
financial statements have been restated to include the accounts of Lux as if the
companies had combined at the beginning of the first period presented.  Prior to
the  merger,  Lux's fiscal year ended on November 30.  In recording the business
combination, Lux's prior year financial statements have been restated to conform
with  the  Company's  fiscal year end.  Net sales and net income of the separate
entities  for  the  periods  preceding the merger are as follows (in thousands):


<TABLE>
<CAPTION>
                                        THREE MONTHS   FISCAL YEAR
                                            ENDED         ENDED
                                        MAY 2, 1998       1998
                                        ------------   -----------
<S>                                     <C>            <C>
Net sales:
Claire's Stores, Inc. and subsidiaries  $     123,775  $    500,152
Lux Corporation                                 9,187        36,602
                                        -------------  ------------
Combined                                $     132,962  $    536,754
                                        =============  ============

Net income:
Claire's Stores, Inc. and subsidiaries  $       9,584  $     58,189
Lux Corporation                                   357         1,406
                                        -------------  ------------
Combined                                $       9,941  $     59,595
                                        =============  ============
</TABLE>


                                       22
<PAGE>
In November 1998, the Company completed its acquisition of Bijoux One Trading AG
("Bijoux"),  a  privately  held  53-store  fashion  accessory  chain.  Bijoux,
headquartered  in  Zurich,  Switzerland, became a wholly-owned subsidiary of the
Company.  The transaction has been accounted for as a purchase and, accordingly,
Bijoux's  operations  have  been consolidated with the Company as of November 1,
1998.  The $9.4 million purchase price was comprised of cash and the issuance of
100,000  shares of the Company's stock, valued at $1.9 million.  Excess purchase
price over fair market value of the underlying assets was allocated to goodwill,
which  will  be  amortized  over  twenty-five years.  Operating results on a pro
forma  basis,  including Bijoux as if the purchase had occurred at the beginning
of  the  periods  presented,  are  not  disclosed  due  to  immateriality.

3.  UNAUDITED  PRO  FORMA  FINANCIAL  INFORMATION

The  following  unaudited  pro  forma  financial information gives effect to the
acquisition  of  Afterthoughts  as if it had occurred on February 1, 1998.  This
unaudited  pro  forma  financial  information  includes  the  effects  of  (a)
amortization  of goodwill; (b) the interest income, net impact of the funds used
and  borrowed to consummate the acquisition and (c) the federal and state income
taxes  relating  to  the  other adjustments at a combined statutory rate of 38%.

Prior  to  the  acquisition, Afterthoughts operated as a division of Venator and
certain  overhead  costs  and  other expenses were allocated to Afterthoughts by
Venator.  Accordingly,  the  unaudited  pro forma financial information includes
such  overhead  costs  and  other  expenses.

The  unaudited  pro forma financial information may not be comparable to and may
not  be  indicative  of  the  Company's  results of operations subsequent to the
acquisition because Afterthoughts was not under common control or management and
had  different  capital  structures  during  the  periods  presented.

<TABLE>
<CAPTION>
                                                FISCAL YEAR ENDED
                                       -------------------------------------
                                          2000                       1999
                                       ----------                   --------
                                       (In thousands, except for share data)
<S>                                    <C>                          <C>
Net Sales                              $1,009,554                   $856,442
Income before taxes                       127,362                     91,544
Net income                                 80,658                     57,836
Earnings per common share, basic             1.58                       1.14
Earnings per common share, diluted           1.57                       1.13
</TABLE>


4.  DISCONTINUED  OPERATIONS

In  January  1999,  the  Company  announced  its  decision  to  discontinue  the
operations of Nikki, a wholly-owned subsidiary representing its catalog segment.
The  operations  of Nikki have been accounted for as a discontinued operation in
the  Fiscal  1999  consolidated  financial statements.  Nikki had no significant
operations  prior to Fiscal 1999.  The Company liquidated  Nikki's inventory and
sold  or  disposed  of  all the remaining assets during the first half of Fiscal
2000.   Nikki's  net  sales  during  Fiscal  1999  were  $14,717,000.

5.  CREDIT  FACILITIES

In  connection with the acquisition of Afterthoughts, the Company entered into a
$215 million senior credit facility (the "Credit Facility") pursuant to which it
financed $200 million of the purchase price.  The Credit Facility includes a $40
million  revolving  line  of credit which matures on December 1, 2004 and a $175
million  five  year term loan, the first installment of which is due and payable
beginning  December  31, 2000 with future installments, thereafter, payable on a
quarterly  basis  through  December  1, 2004.  The Credit Facility is prepayable
without penalty and bears interest for an initial six months at 125 basis points
margin  over  the  London  Interbank Borrowing Rate plus a 25 basis point unused
line  of  credit  fee.  The  margin  is  then adjusted periodically based on the
Company's  performance  as  it  relates  to  certain financial measurements.  At
January  29,  2000,  $200  million  was outstanding under this facility, bearing
interest  at  7.5%.


                                       23
<PAGE>
The  Credit  Facility  contains  covenants  including,  but  not  limited  to,
limitations  on investments, dividends and other restricted payments, incurrence
of  additional  debt  and  acquisitions,  as well as various financial covenants
customary  for  transactions  of  this  type.  These financial covenants include
current  ratio,  fixed  charge  coverage  ratio and current leverage ratio.  The
Company  was  in  compliance  with  these  covenants  at  January  29,  2000.

The  Company's  non-U.S.  subsidiaries  have  credit  facilities  totaling
approximately  $2,225,000  with  a  bank.  The  facilities  are used for working
capital  requirements,  letters  of  credit and various guarantees. These credit
facilities  have been arranged in accordance with customary lending practices in
their  respective  countries  of operation.  At January 29, 2000, the borrowings
totaled  $759,000,  bear interest at rates ranging from 4.5% to 4.75% and mature
within  five  months.

The  scheduled  maturities  of  the  debt  are  as  follows  (in  thousands):

<TABLE>
<CAPTION>
<S>      <C>
2001     $  8,759
2002       30,000
2003       40,000
2004       40,000
2005       82,000
          -------
         $200,759
         ========
</TABLE>


6.  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  January  29,  2000  was  as  follows:

<TABLE>
<CAPTION>
                                    2,000     1,999    1998
                                   --------  -------  -------
                                        (In thousands)
<S>                                <C>       <C>      <C>
Minimum rentals                    $ 97,646  $75,749  $62,362
Rentals based on net sales            2,406    1,975    1,641
Other rental expense - equipment     18,302   13,565   10,534
                                   --------  -------  -------
Total rental expense               $118,354  $91,289  $74,537
                                   ========  =======  =======
</TABLE>


Minimum  aggregate  rental commitments under non-cancelable operating leases are
summarized  by  fiscal  year  ending  as  follows  (in  thousands):

<TABLE>
<CAPTION>
<S>          <C>
2001         $133,773
2002          129,497
2003          115,889
2004          104,789
2005           95,142
Thereafter    403,902
-----------  --------
             $982,992
             ========
</TABLE>


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.


                                       24
<PAGE>
7.  STOCKHOLDERS'  EQUITY

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.

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.

In  May  1996,  the Company entered into an agreement (the "agreement") with the
former  sole  shareholder  of  one of the Company's subsidiaries.  The agreement
provided  the individual with the right to purchase up to 20% of the outstanding
shares,  (the  "shares")  of  the  subsidiary at a specified price.  In February
1999,  the individual exercised the right to purchase the shares pursuant to the
agreement.  In February 1999, the Company paid $18,000,000 to the individual for
the  purchase of the minority interest in the shares and recorded this amount as
goodwill.

8.  STOCK  OPTIONS

In  August  1996, the Board of Directors of the Company adopted, and on June 16,
1997  the  Company's stockholders approved, 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 the 1991 Plan
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.  The aggregate
number  of shares granted to any one person may not exceed 500,000, 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 at the date
of  grant  and  expire  five  to  ten  years  after  the  date  of  grant.

Options  to  purchase an additional 843,601 shares were outstanding, but not yet
exercisable,  at  January  29, 2000 under the 1991 Plan and the1996 Plan.  There
were  3,142,423  shares of Common stock available for future option grants under
the  1996  Plan  at  January  29,  2000.


                                       25
<PAGE>
A  summary  of  the  activity  in  the Company's stock option plans is presented
below:

<TABLE>
<CAPTION>
                                               FISCAL 2000            FISCAL 1999             FISCAL 1998
                                           -------------------     -------------------     ------------------
                                                      WEIGHTED                WEIGHTED               WEIGHTED
                                           NUMBER      AVERAGE     NUMBER      AVERAGE     NUMBER     AVERAGE
                                             OF       EXERCISE       OF       EXERCISE       OF      EXERCISE
                                           SHARES       PRICE      SHARES       PRICE      SHARES      PRICE
                                         -----------  ---------  -----------  ---------  ----------  ---------
<S>                                      <C>          <C>        <C>          <C>        <C>         <C>
Outstanding at beginning of period        1,222,291   $   13.66   1,466,144   $   10.81  2,207,414   $    9.54
Options granted                             536,000   $   25.08     455,000   $   19.27     65,000   $   21.64
Options exercised                          (295,551)  $    8.28    (331,313)  $    6.02   (300,531)  $    5.09
Options canceled                           (270,367)  $   22.83    (367,540)  $   16.37   (505,739)  $   10.39
                                          ----------              ----------             ----------
Outstanding at end of period              1,192,373   $   18.22   1,222,291   $   13.66  1,466,144   $   10.81
                                          ==========              ==========             ==========

Exercisable at end of period                348,772   $   14.81     484,987   $   10.69    567,775   $    8.10
                                          ==========              ==========             ==========
Weighted average fair value of options
granted during the period (see below)                 $   24.92               $   19.27              $   21.64
</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:

<TABLE>
<CAPTION>
                                        2000                1999                1998
                                 ------------------  ------------------  ------------------
<S>                              <C>                 <C>                 <C>
Expected dividend yield                       0.64%               0.72%               0.62%
Expected stock price volatility              37.65%              36.62%              36.21%
Risk-Free interest rate                       6.00%               5.50%               6.00%
Expected life of options         4.5 and 9.5 years   4.5 and 9.5 years   4.5 and 9.5 years
</TABLE>



The  following  table  summarizes information about stock options outstanding at
January  29,  2000:

<TABLE>
<CAPTION>
                                   OPTIONS OUTSTANDING          OPTIONS EXERCISABLE
                            ----------------------------------  -------------------

                                         WEIGHTED
                                          AVERAGE     WEIGHTED           WEIGHTED
                            NUMBER OF    REMAINING    AVERAGE   NUMBER    AVERAGE
                             SHARES     CONTRACTUAL  EXERCISE     OF     EXERCISE
Range of Exercise Prices   OUTSTANDING     LIFE        PRICE    SHARES     PRICE
-------------------------  -----------  -----------  ---------  -------  ---------
<S>                        <C>             <C>       <C>        <C>      <C>
5.11 to $8.00                 253,125      5.0       $    6.56   98,437  $    6.79
8.72 to $12.17                 11,248      1.0       $   10.11    8,437  $    9.87
16.44 to $21.75               718,000      7.5       $   19.22  241,898  $   18.24
25.00 to $30.25               210,000      8.5       $   29.29        -          -
                           ----------                           -------
5.11 to $30.25              1,192,373      7.0       $   18.22  348,772  $   14.81
                           ===========  ===========  =========  =======  =========
</TABLE>


The  Company  adopted  SFAS  No. 123, "Accounting for Stock-Based Compensation",
issued  in October 1995.  As permitted under the provisions of SFAS No. 123, the
Company  applies the principles of 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):

<TABLE>
<CAPTION>
                                               FISCAL YEAR ENDED
                                            -------------------------
                                             2000     1999     1998
                                            -------  -------  -------
<S>                                         <C>      <C>      <C>
Net income - as reported                    $87,935  $62,280  $59,595
Net income - pro forma                       87,217   61,971   59,227
Diluted net income per share - as reported     1.71     1.22     1.17
Diluted net income per share - pro forma       1.70     1.21     1.16
</TABLE>


                                       26
<PAGE>
9.  EMPLOYEE  BENEFIT  PLANS

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  2000,  Fiscal 1999 and Fiscal 1998, the cost of
Company  matching  contributions  was  $435,000,  $378,000  and  $381,000,
respectively.

Prior to the Lux merger (see Note 2), Lux had a profit sharing plan covering all
employees  over 21 years old with over one year of service.  Lux's contributions
to  the  plan  were  discretionary.  The  Company  discontinued this plan during
Fiscal  2000.

10.  INCOME  TAXES

Income  before  income  taxes  from  continuing  operations  is  as  follows:

<TABLE>
<CAPTION>
                       FISCAL YEAR ENDED
                ---------------------------
                  2000      1999     1998
                --------  --------  -------
                       (In thousands)
<S>             <C>       <C>       <C>
Domestic        $114,962  $ 92,461  $85,159
Foreign           23,833    21,275   10,193
                --------  --------  -------
                $138,795  $113,736  $95,352
                ========  ========  =======
</TABLE>


The  components  of  income  tax  expense  (benefit)  consist  of the following:

<TABLE>
<CAPTION>
                                                             FISCAL YEAR ENDED
                                                      --------------------------------
                                                      JAN. 29,    JAN. 30,   JAN. 31,
                                                        2000        1999       1998
                                                      ---------  ----------  ---------
<S>                                                   <C>        <C>         <C>
                                                               (In thousands)
Federal:
    Current                                           $  36,507  $  32,095   $  28,385
    Deferred                                                631     (1,266)        191
                                                      ---------  ----------  ---------
                                                         37,138     30,829      28,576
                                                      ---------  ----------  ---------
State:
    Current                                               5,149      4,473       3,659
    Deferred                                                 73       (218)         22
                                                      ---------  ----------  ---------
                                                          5,222      4,255       3,681
                                                      ---------  ----------  ---------
Foreign:
    Current                                               8,500      7,000       3,500
                                                      ---------  ----------  ---------

Total income tax expense from continuing operations      50,860     42,084      35,757
Tax benefit of discontinued operations                        -     (5,531)          -
                                                      ---------  ----------  ---------
Total income tax expense                              $  50,860  $  36,553   $  35,757
                                                      =========  ==========  =========
</TABLE>


                                       27
<PAGE>
The  approximate  tax  effect  on  each  type  of  significant components of the
Company's  net  deferred  tax  asset  are  as  follows:

<TABLE>
<CAPTION>
                            FISCAL YEAR ENDED
                         ----------------------
                          JAN. 29,    JAN. 30,
                            2000        1999
                         ----------  ----------
                             (In thousands)
<S>                      <C>         <C>
Depreciation             $   4,888   $   3,151
Accrued expenses             2,815       4,073
Deferred rent                2,690       2,009
Loss on investments              -       1,286
Operating leases              (906)     (1,109)
Inventory reserves              68         543
Other                          242         547
                         ----------  ----------
Net deferred tax asset   $   9,797   $  10,500
                         ==========  ==========
</TABLE>


The  Company  believes  that  the realization of the deferred tax assets is more
likely  than  not,  based  on the expectation that the Company will generate the
necessary  taxable  income  in  future  periods.

The provision for income taxes from continuing operations differs from an amount
computed  at  the  statutory  rates  as  follows:


<TABLE>
<CAPTION>
                                                          JAN. 29,   JAN. 30,   JAN. 31,
                                                            2000       1999       1998
                                                          ---------  ---------  ---------
<S>                                                       <C>        <C>        <C>
U.S. income taxes at statutory rates                            35%        35%        35%
Foreign income tax benefit at less than domestic rate           (1)        (1)         -
State and local income taxes, net of federal tax benefit         3          3          3
                                                          ---------  ---------  ---------
                                                                37%        37%        38%
                                                          =========  =========  =========
</TABLE>


As  of  January  29,  2000,  there  are accumulated unremitted earnings from the
Company's  United  Kingdom  subsidiary  on  which  deferred  taxes have not been
provided  as  the  undistributed  earnings  of  the  foreign  subsidiary  are
indefinitely  reinvested.  Based on the current United States and United Kingdom
income  tax  rates, it is estimated that United States taxes, net of foreign tax
credits,  of  approximately  $800,000  would  be  due.

11.  STATEMENTS  OF  CASH  FLOWS

Payments  of income taxes were $46,987,000 in Fiscal 2000, $33,299,000 in Fiscal
1999  and  $30,441,000  in Fiscal 1998.  Payments of interest were $1,496,000 in
Fiscal  2000,  $67,000  in  Fiscal  1999  and  $270,000  in  Fiscal  1998.

12.  RELATED  PARTY  TRANSACTIONS

The  Company  leases  from  Rowland  Schaefer & Associates (formerly Two Centrum
Plaza Associates) approximately 33,000 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 Co-Vice Chairmen of the Company.  The lease provides
for  the  payment  by the Company of annual base rent of approximately $557,000,
which  is  subject to annual cost-of-living increases, and a proportionate share
of  all taxes and operating expenses of the building.  The Company believes that
the  terms  of  the  lease are no less favorable to the Company than those which
could  have  been  obtained  from  an  unrelated  third  party.


                                       28
<PAGE>
13.  SEGMENT  REPORTING

The  Company  is primarily organized based on the geographic markets in which it
operates.  Under  this organizational structure, the Company currently has three
reportable  segments:  North  America, United Kingdom and Europe.  The Company's
reportable  segments  are  managed  separately  because  each  geographic market
requires different marketing strategies and maintains separate local offices and
distribution  centers.

Information  about  the  Company's  operations  by  segment  is  as  follows (in
thousands):


<TABLE>
<CAPTION>
                                                              FISCAL YEAR ENDED
                                                       -------------------------------
                                                         2000       1999       1998
                                                       ---------  ---------  ---------
<S>                                                    <C>        <C>        <C>
Net sales:
       North America                                   $707,702   $579,442   $503,202
       United Kingdom                                   117,593     76,900     33,552
       Europe                                            21,603      5,514          -
                                                       ---------  ---------  ---------

Total net sales                                        $846,898   $661,856   $536,754
                                                       =========  =========  =========

Operating income:
       North America                                   $137,756   $113,831   $ 99,101
       United Kingdom                                    28,455     19,687      7,252
       Europe                                             2,727        640          -
                                                       ---------  ---------  ---------

Total operating income                                 $168,938   $134,158   $106,353
                                                       =========  =========  =========

Depreciation and amortization:
       North America                                   $ 24,183   $ 19,469   $ 17,466
       United Kingdom                                     4,020      2,270        536
       Europe                                               638        139          -
                                                       ---------  ---------  ---------

Total depreciation and amortization                    $ 28,841   $ 21,878   $ 18,002
                                                       =========  =========  =========
Interest income, net:
       North America                                   $ (2,325)  $ (5,939)  $ (4,646)
       United Kingdom                                    (1,110)      (374)      (256)
       Europe                                               (34)        57          -
                                                       ---------  ---------  ---------

Total interest income, net                             $ (3,469)  $ (6,256)  $ (4,902)
                                                       =========  =========  =========

Loss (gain) on investments                             $ (3,929)  $  4,800   $ (2,099)
                                                       =========  =========  =========

Impairment of long-lived assets                        $  8,700   $      -   $      -
                                                       =========  =========  =========
Income from continuing operations before income taxes  $138,795   $113,736   $ 95,352
                                                       =========  =========  =========
Identifiable assets:
       North America                                   $470,774   $205,423   $166,657
       United Kingdom                                    82,480     42,748     17,896
       Europe                                            10,577      6,998          -
       Corporate                                        138,268    139,103    132,514
                                                       ---------  ---------  ---------

Total assets                                           $702,099   $394,272   $317,067
                                                       =========  =========  =========

Capital expenditures:
       North America                                   $ 31,542   $ 34,632   $ 28,637
       United Kingdom                                    15,055     10,579      7,669
       Europe                                             2,269          -          -
                                                       ---------  ---------  ---------

                                                       $ 48,866   $ 45,211   $ 36,306
                                                       =========  =========  =========
</TABLE>


                                       29
<PAGE>
Identifiable  assets are those assets that are identified with the operations of
each  segment.  Corporate  assets  consist  mainly of cash and cash equivalents,
investments  in  affiliated  companies  and  other  assets.  Operating  income
represents  gross  profit  less  selling,  general  and  administrative  costs.

14.  SUBSEQUENT  EVENTS

In  February  2000,  the  Company  completed  its  acquisition of Cleopatre S.A.
("Cleopatre"),  a  privately  held 42 store fashion accessory chain.  Cleopatre,
headquartered in Paris, France, became a wholly-owned subsidiary of the Company.
The  transaction  has  been accounted for as a purchase.  The purchase price was
approximately  $11 million.  Excess purchase price over fair market value of the
underlying  assets  was  allocated  to  goodwill,  which  will be amortized over
twenty-five  years.

SELECTED  QUARTERLY  FINANCIAL  DATA  (UNAUDITED)

<TABLE>
<CAPTION>
                                                   FISCAL YEAR ENDED JANUARY 29, 2000
                                           -----------------------------------------------------
                                            1ST QTR    2ND QTR    3RD QTR    4TH QTR     YEAR
                                           ---------  ---------  ---------  ---------  ---------
                                                 (In thousands except per share amounts)
-----------------------------------------
<S>                                        <C>        <C>        <C>        <C>        <C>
Net sales                                  $170,663   $186,090   $182,750   $307,395   $846,898
Gross profit                                 85,670     94,487     90,092    166,797    437,046
Net income                                   13,800     20,320     12,726     41,089     87,935

Basic net income per share:                $   0.27   $   0.40   $   0.25   $   0.80   $   1.72

Diluted net income per share:              $   0.27   $   0.40   $   0.25   $   0.80   $   1.71

                                                   FISCAL YEAR ENDED JANUARY 30,1999
                                           -----------------------------------------------------
                                            1ST QTR    2ND QTR    3RD QTR    4TH QTR     YEAR
                                           ---------  ---------  ---------  ---------  ---------

Net sales                                  $131,492   $148,482   $157,089   $224,793   $661,856
Gross profit                                 66,046     74,738     77,369    124,636    342,789
Income (loss) from:
   Continuing operations                     10,451     14,612     12,716     33,873     71,652
   Discontinued operation                      (510)    (1,881)    (2,023)    (4,958)    (9,372)
                                           ---------  ---------  ---------  ---------  ---------
     Net income                            $  9,941   $ 12,731   $ 10,693   $ 28,915   $ 62,280
                                           =========  =========  =========  =========  =========

Basic net income (loss) per share from:
   Continuing operations                   $   0.21   $   0.29   $   0.25   $   0.67   $   1.41
   Discontinued operations                    (0.01)     (0.04)     (0.04)     (0.10)     (0.18)
                                           ---------  ---------  ---------  ---------  ---------
     Net income                            $   0.20   $   0.25   $   0.21   $   0.57   $   1.23
                                           =========  =========  =========  =========  =========

Diluted net income (loss) per share from
   Continuing operations                   $   0.20   $   0.29   $   0.25   $   0.66   $   1.40
   Discontinued operations                    (0.01)     (0.04)     (0.04)     (0.10)     (0.18)
                                           ---------  ---------  ---------  ---------  ---------
     Net income                            $   0.19   $   0.25   $   0.21   $   0.56   $   1.22
                                           =========  =========  =========  =========  =========
</TABLE>


ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

None.


                                       30
<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  called for by Items 10, 11, 12 and 13 will be contained in the
Company's  definitive  Proxy  Statement  for  its  2000  Annual  Meeting  of
Stockholders,  to  be filed with the Securities and Exchange Commission no later
than  120 days after the end of the Company's fiscal year covered by this report
pursuant  to  Regulation  14A  under  the  Securities  Exchange  Act of 1934, as
amended,  and  is  incorporated  herein  by  reference.

                              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                              15
            Consolidated  Balance  Sheets  as  of
              January  29,  2000  and  January  30,  1999               16
            Consolidated  Statements  of  Income  and  Comprehensive
              Income  for  the  three  fiscal  years  ended
              January  29,  2000                                        17
            Consolidated  Statements  of  Changes  in  Stockholders'
              Equity  for  the  three  fiscal  years  ended
              January  29,  2000                                        18
            Consolidated  Statements  of  Cash  Flows  for  the
              three  fiscal  years  ended  January  29,  2000           19
            Notes  to  Consolidated  Financial  Statements           20-30

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

(2)(a)     Agreement  and  Plan  of  Merger  dated as of March 9, 1998 among the
Company,  CSI  Acquisition  Corp.,  Lux  Corporation,  and David Shih, Eva Shih,
Daniel  Shih,  Douglas  Shih,  the Shih Irrevocable Trust and Crestwood Partners
LLC,  as  amended  by letter amendment dated March 23, 1998 and addendum thereto
dated  March  24,  1998  (incorporated  by  reference  to  exhibit  2 (a) to the
Company's  Annual  Report  on  form  10-K  for the fiscal year ended January 30,
1999).

(2)(b)     Stock  Purchase  Agreement  dated as of November 11, 1998 between the
Company  and  Peter  Bossert,  an  individual,  for  any  and all shares/Company
contributions  of:  Bijoux  One  AG, Zurich, Switzerland, Bijoux One Trading AG,
Zurich,  Switzerland,  Bijoux  One Trading GesmbH, Brunn am Gebirge, Austria and
Bosco  GmbH,  Stuttgart,  Germany  (omitted  schedules  will  be  furnished
supplementally  to  the  Commission  upon  request (incorporated by reference to
exhibit  2  (b)  to the Company's Annual Report on form 10-K for the fiscal year
ended  January  30,  1999).


                                       31
<PAGE>
(2)(c)     Asset  Purchase  Agreement,  dated  as  of  November  1, 1999, by and
between the Company, Venator Group, Inc., Venator Group Specialty, Inc., Venator
Group  Canada,  Inc.,  Afterthoughts  Boutiques,  Inc.  and  Afterthoughts
(incorporated  by  reference  to  Exhibit 2.1 to the Company's Current Report on
Form  8-K  dated  December  1,  1999).

(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)     Certificate of Amendment of the Restated Certificate of Incorporation
of  the  Company  (incorporated  by  reference  to  Exhibit 4.2 to the Company's
Registration  Statement  on  Form  S-3  (Registration  No.  333-58549  (the
"Registration  Statement")).

(3)(c)     Certificate of Amendment of the Restated Certificate of Incorporation
of  the  Company  (incorporated  by reference to Exhibit 4.3 to the Registration
Statement).

(3)(d)     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).

(10)(a)     Credit  Agreement,  dated  as of December 1, 1999, by and among, the
Company,  the  several  banks  and other financial institutions or entities from
time  to  time  parties thereto, Bear Stearns & Co., Inc., as sole lead arranger
and  sole  book  manager,  Bear  Stearns Corporate Lending, Inc., as syndication
agent,  Suntrust Banks South Florida, N.A., as documentation agent (incorporated
by  reference  to  Exhibit 4.1 to the Company's Current Report on Form 8-K dated
December  1,  1999).

(10)(b)     Form  of  Note  (incorporated  by  reference  to  Exhibit 4.2 to the
Company's  Current  Report  on  Form  8-K  dated  December  1,  1999).

(10)(c)     Form  of  Guarantee (incorporated by reference to Exhibit 4.3 to the
Company's  Current  Report  on  Form  8-K  dated  December  1,  1999).

(10)(d)     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)(e)     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)(f)     1991  Stock Option Plan of the Company (incorporated by reference to
Appendix  A to the Company's Proxy Statement relating to the 1991 Annual Meeting
of  Stockholders,  Commission  File  No.  1-8899).

(10)(g)     1996  Stock Option Plan of the Company (incorporated by reference to
Appendix  A to the Company's Proxy Statement relating to the 1997 Annual meeting
of  stockholders,  Commission  File  No.  1-8899).

(10)(h)     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)(i)     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).


                                       32
<PAGE>
(10)(j)     Amendment  of Office Lease Agreement dated July 31, 1990 between the
Company  and  Two Centrum Plaza Associates (incorporated by reference to exhibit
10  (g)  to  the  Company's Annual Report on form 10-K for the fiscal year ended
January  30,  1999).

(10)(k)     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)(l)     Second  addendum  to office lease dated January 30, 1997 between the
Company  and  Two Centrum Plaza Associates (incorporated by reference to Exhibit
10(g)  to  the  Company's  Annual  Report on Form 10-K for the fiscal year ended
February  1,  1997).

(10)(m)     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.

(23)     Consent  of  KPMG LLP relating to the Company's Registration Statements
on  Form  S-8  (registration  No.  333-42027)  and  Form  S-3  (registration No.
333-58549).

(27)     Financial  Data  Schedule  of  the  Company.

Each  management  contract or compensatory plan or arrangement to be filed as an
exhibit  to  this report pursuant to Item 14(c) is listed in exhibit nos. 10(d),
10(e),  10(f),  10(g)  and  10(h).

(b)     Reports  on  Form  8-K.

The  following  reports  on  Form  8-K were filed during the last quarter of the
period  covered  by  this  report:

        Date  of  Report     Items           Financial  Statements
        ----------------     -----           ---------------------

      December  1,  1999     2,  7    None
      December  1,  1999         7    Audited and unaudited financial statements
                                      and pro  forma  financial  information
                                      relative  to  the  acquired  business.


                                       33
<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  26,  2000

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  25,  1999.



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


/S/  Marla  Schaefer                     Vice  Chairman  of  the  Board  of
--------------------                     Directors
Marla  Schaefer


/S/  Eileen  B.  Schaefer                Vice  Chairman  of  the  Board  of
-------------------------                Directors
Eileen  B.  Schaefer


/S/  Ira  D.  Kaplan                     Senior  Vice  President,  Chief
--------------------                     Financial  Officer  and  Director
Ira  D.  Kaplan                          (Principal  Financial  and  Accounting
                                         Officer)


/S/  Irwin  Kellner                      Director
-------------------
Irwin  Kellner



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



/S/  Steven  Tishman                     Director
--------------------
Steven  Tishman


                                       34
<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  26,  2000

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  25,  1999.



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


                                         Vice  Chairman  of  the  Board  of
Marla Schaefer                           Directors


                                         Vice  Chairman  of  the  Board  of
Eileen  B.  Schaefer                     Directors


                                         Senior  Vice  President,  Chief
Ira  D. Kaplan                           Financial  Officer  and  Director
                                         (Principal  Financial  and  Accounting
                                         Officer)


                                         Director
Irwin  Kellner


                                         Director
Bruce  G.  Miller


                                         Director
Steven  Tishman


                                       35
<PAGE>