Exhibit 10.3.1

COLDWATER CREEK INC.    FIRST AMENDMENT  TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of January 29, 2004, is to that certain CREDIT AGREEMENT dated as of March 5, 2003, by and among
COLDWATER CREEK INC., a Delaware corporation (the "Borrower"), certain LENDERS (as defined in the Credit Agreement, as hereinafter defined), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association, in its capacity as administrative agent, lead arranger, L/C issuer, and Swing Line Lender.

W
I T N E S S E T H:

WHEREAS,
the Borrower, the Lenders, and Wells Fargo Bank, National Association entered into a Credit Agreement dated as of March 5, 2003 (hereinafter referred to as "Credit
Agreement"), pursuant to which the Lenders extended certain credit facilities to the Borrower; and

WHEREAS,
the Borrower wishes to make certain amendments to the Credit Agreement; and

WHEREAS,
the Lenders and Wells Fargo Bank, National Association are willing to amend the Credit Agreement on the terms set forth herein,

NOW,
THEREFORE, the parties hereto do mutually covenant, agree and contract in consideration of the premises and agreements herein exchanged, the sufficiency and mutuality of which are
jointly acknowledged, as follows:

1.Amendment to Section 1.01.Section 1.01 of the Credit Agreement is hereby amended as follows:

1.1New Definition.The following new definition is added to Section 1.01 of the Credit Agreement in
appropriate alphabetical order.



1.2Amendment to Fixed Charge Coverage Ratio Definition.The definition of "Fixed Charge Coverage Ratio" is
hereby deleted in its entirety and replaced with the following:

"Fixed
Charge Coverage Ratio" shall mean, for any period,



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1.3Amendment to Fixed Charges Definition.The definition of "Fixed Charges" is hereby amended by adding the
words "cash paid" immediately preceding the words "Rental Expense" in such definition.

1.4Amendment to Leverage Ratio Definition.The definition of "Leverage Ratio" is hereby deleted in its entirety
and replaced with the following:



2.Amendment to Section 5.03(b).Section 5.03(b) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:



3.Amendment to Section 5.03(e).Section 5.03(e) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:



4.Amendment of Exhibit H.The present Exhibit H to the Credit Agreement is hereby deleted in its
entirety and replaced with the document attached to this First Amendment titled "Exhibit H."

5.Conditions of Effectiveness.This First Amendment shall become effective only upon the satisfaction in full
of the following conditions precedent:

5.1   The
Borrower shall have paid to Administrative Agent, for the benefit of the Lenders (in accordance with each such Lender's Proportionate Share) an amendment fee equal
..05% of the Total Commitment, and the Borrower shall have paid the Administrative Agent the reasonable costs and attorneys' fees incurred by it in preparing this First Amendment.

5.2   The
Administrative Agent shall have received this First Amendment duly executed on behalf of the Borrower and each Lender.

6.Representation and Warranties.In order to induce the Lenders to enter into this First Amendment, the
Borrower acknowledges and reaffirms as true, correct and complete in all material respects on and as of the effective date of this First Amendment all representations, warranties,

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affirmative
covenants and negative covenants made by the Borrower in the Credit Agreement to the same extent as though made on and as of the date of execution of this First Amendment.

7.Governing Law.This First Amendment shall be governed by and construed and enforced in accordance with the
local laws of the State of California, without giving effect to any conflict of laws provisions thereof that would result in the application of the local laws of another jurisdiction.

8.Section Headings.The section headings used herein are for convenience of reference only, are not part of
this First Amendment and are not to affect the construction of or be taken into consideration in interpreting this First Amendment.

9.Credit Agreement.Except as expressly amended hereby, the Credit Agreement shall continue in full force and
effect in accordance with the provisions thereof on the date hereof. As used therein, the terms "Agreement," "this Agreement," "herein," "hereinafter," "hereto," and words of similar import shall,
unless the context otherwise requires, mean the Credit Agreement as amended hereby. Capitalized terms used in this First Amendment which are defined in the Credit Agreement and not
otherwise defined herein shall have the same meanings herein as assigned to such terms in the Credit Agreement.

10.Counterpart and Facsimiles.This First Amendment may be executed in any number of counterparts, all of which
together shall constitute one and the same instrument. Signature pages may be exchanged by facsimile transmission and such signature pages may be treated as originals for all purposes; provided,
however, that the signing party shall not be excused from delivering the original executed signature page as a result thereof.

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IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed effective as of the day and year first above written.

| |  | BORROWER:                                   
| |  | --------------------------------------------
| |  | COLDWATER CREEK INC., a Delaware corporation
| |  | By:                                         
| |  |                                             
| |  | Name:                                       
| |  |                                             
| |  | Title:                                      
| |  |                                             

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