<PAGE>

      As filed with the Securities and Exchange Commission on March 5, 2002

                                                       Registration No. 333-**
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  ------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                  ------------

                                CHICO'S FAS, INC.
               (Exact name of company as specified in its charter)


                 Florida                            59-2389435
    (State or Other Jurisdiction of      (I.R.S. Employer Identification No.)
    Incorporation or Organization)


           11215 Metro Parkway
           Fort Myers, Florida                         33912
 (Address of principal executive offices)            (Zip Code)


                                Chico's FAS, Inc.
                           Deferred Compensation Plan
                            (Full title of the plan)

                               Marvin J. Gralnick
                             Chief Executive Officer
                                Chico's FAS, Inc.
                               11215 Metro Parkway
                            Fort Myers, Florida 33912
                     (Name and address of agent for service)

                                 (941) 277-6200
          (Telephone number, including area code, of agent for service)

                                  ------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
                                                     Proposed maximum        Proposed maximum
    Title of securities         Amount to be          offering price            aggregate              Amount of
     to be registered          registered (1)          per share (1)        offering price (1)    registration fee (1)
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                   <C>                   <C>
   Deferred Compensation
        Obligations                 n/a                     n/a               $20,000,000               $1,840
      Plan Interests                n/a                     n/a                    n/a                    n/a
======================================================================================================================
</TABLE>
(1)      This Registration Statement covers $20,000,000 of deferred compensation
         obligations of the Registrant which may be offered or sold under the
         Registrant's Deferred Compensation Plan; and (ii) an indeterminate
         amount of plan interests which may be offered or sold under the
         Registrant's Deferred Compensation Plan. Pursuant to Division of
         Corporate Finance Manual of Publicly Available Telephone
         Interpretations, July 1997 Interpretation G68, there is no fee required
         where an indeterminate number of plan interests are being registered.

================================================================================

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed with the U.S. Securities and Exchange
Commission (the "Commission") by Chico's FAS, Inc. (the "Company") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Form S-8 Registration Statement (the
"Registration Statement") and made a part hereof:

         1.  The Company's Annual Report on Form 10-K for the fiscal year ended
             February 3, 2001 (the "Form 10-K"); and

         2.  Each of the Company's Quarterly Reports on Form 10-Q filed since
             the Form 10-K.

         All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents or reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or, in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified shall not be deemed to
constitute a part of this Registration Statement except as so modified and any
statement so superseded shall not be deemed to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.
         -------------------------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable

                                      II-1
<PAGE>

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Florida Business Corporation Act, as amended (the "Florida Act")
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceeding by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers or directors
are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (i) a violation
of the criminal law, unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe it
was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation; or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a a shareholder.
Article VI of the Company's By-laws provides that the Company shall indemnify
any director, officer or employee or any former director, officer or employee to
the full extent permitted by law.

         The Company has purchased insurance with respect to, among other
things, the liabilities that may arise under the statutory provisions referred
to above. The directors and officers of the Company also are insured against
certain liabilities, including certain liabilities arising under the Securities
Act of 1933, which might be incurred by them in such capacities and against
which they may or may not be indemnified by the Company.

         The Company has entered into indemnity agreements with each of its
directors and executive officers. The indemnity agreements create certain
indemnification obligations of the Company in favor of the directs and executive
officers and, as permitted by applicable law, clarify and expand the
circumstances under which a director or executive officer will be indemnified.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not Applicable

                                      II-2
<PAGE>

Item 8.  Exhibits.
         --------

         Exhibit Numbers                        Exhibit
         -----------------------------------------------------------------------
             4.1            Amended and Restated Articles of Incorporation of
                            Registrant, as amended (incorporated herein by
                            reference to Exhibit 4.1 to the Company's
                            Registration Statement on Form S-8 (Commission File
                            No. 333-44678), as filed with the Commission on
                            August 28, 2000).

             4.2            Amended and Restated Bylaws (incorporated herein by
                            reference to Exhibit 3.4 to the Company's Form 10-Q
                            for the Quarter ended September 1, 1992, as filed
                            with the Commission on October 15, 1992).

             5              Opinion of Counsel

             23.1           Consent of Counsel (incorporated by reference into
                            Exhibit 5)

             23.2           Consent of Arthur Andersen LLP

             24             Power of Attorney (included as part of the signature
                            page)

             99.1           Deferred Compensation Plan

Item 9.  Undertakings.
         ------------

         The undersigned hereby undertakes:

               (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

                   (i) To include any prospectus required by Section 10(a)(3) of
                   the Securities Act;

                   (ii) To reflect in the prospectus any facts or events arising
                   after the effective date of the Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the Registration
                   Statement; and

                   (iii) To include any material information with respect to the
                   plan of distribution not previously disclosed in the
                   Registration Statement or any material change to such
                   information in the Registration Statement;

         provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of this
         section do not apply if the information required to be included in a
         post-effective amendment by those subparagraphs is contained in
         periodic reports filed with or furnished to the Commission by the
         Company pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in the Registration Statement.

               (2) That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof; and

               (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                                      II-3
<PAGE>

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.































































                                      II-4
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the State of Florida, on this 5th day of March, 2002.

                                             Chico's FAS, Inc.


                                             By:  /s/ Marvin J. Gralnick
                                                ---------------------------
                                             Name:  Marvin J. Gralnick
                                             Title: Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of the 5th day of March, 2002 by
or on behalf of the following persons in the capacities indicated.

         Each person, in so signing, also makes, constitutes and appoints Marvin
J. Gralnick, Charles J. Kleman and Scott A. Edmonds, and each of them, his or
her true and lawful attorney-in-fact, in his or her name, place and stead to
execute and cause to be filed with the Securities and Exchange Commission any or
all amendments to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, and to do and perform each
and every act and thing necessary to effectuate the same.

     /s/ Marvin J. Gralnick                           /s/ Verna K. Gibson
    ------------------------                      ----------------------------
       Marvin J. Gralnick                                 Verna K. Gibson
     Chief Executive Officer                                 Director
           and Director

      /s/ Charles J. Kleman                            /s/ Ross E. Roeder
    ------------------------                      ----------------------------
        Charles J. Kleman                                 Ross E. Roeder
     Chief Financial Officer,                                Director
Executive Vice President - Finance
            Director

     /s/ Helene B. Gralnick                           /s/ John W. Burden
    ------------------------                      ----------------------------
      Helene B. Gralnick                                 John W. Burden
          Director                                          Director

         THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Committee appointed under the Plan has duly caused this Registration
Statement to be signed on behalf of the Plan by the undersigned, thereunto duly
authorized, in the State of Florida, on this 5th day of March, 2002.



                       CHICO'S FAS, INC. DEFERRED COMPENSATION PLAN


                       By: /s/ Scott Edmonds
                           -----------------------------------------
                           Scott Edmonds, President and Chief Operating Officer



                                      II-5
<PAGE>

                                INDEX TO EXHIBITS

Exhibit Numbers                        Exhibit
-------------------------------------------------------------------------------
     4.1         Amended and Restated Articles of Incorporation of
                 Registrant, as amended (incorporated herein by reference to
                 Exhibit 4.1 to the Company's Registration Statement on Form
                 S-8 (Commission File No. 333-44678), as filed with the
                 Commission on August 28, 2000).

     4.2         Amended and Restated Bylaws (incorporated herein by
                 reference to Exhibit 3.4 to the Company's Form 10-Q for the
                 Quarter ended September 1, 1992, as filed with the
                 Commission on October 15, 1992).

                 Opinion of Counsel
     5
                 Consent of Counsel (incorporated by reference into Exhibit 5)
     23.1
     23.2        Consent of Arthur Andersen LLP

     24          Power of Attorney (included as part of the signature page)

     99.1        Deferred Compensation Plan
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "S-8", "secsgml_size_bytes": 19491}]
{"company-data": {"conformed-name": "CHICOS FAS INC", "cik": "0000897429", "assigned-sic": "5621", "irs-number": "592389435", "state-of-incorporation": "FL", "fiscal-year-end": "0130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83778", "film-number": "02567615"}, "business-address": {"street1": "11215 METRO PKWY", "city": "FT MYERS", "state": "FL", "zip": "33912-1206", "phone": "8134335505"}, "mail-address": {"street1": "11215 METRO PKY", "city": "FT MYERS", "state": "FL", "zip": "33912-1206"}}
As filed with the Securities and Exchange Commission on March 5, 2002

                                                       Registration No. 333-**
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  ------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                  ------------

                                CHICO'S FAS, INC.
               (Exact name of company as specified in its charter)

                 Florida                            59-2389435
    (State or Other Jurisdiction of      (I.R.S. Employer Identification No.)
    Incorporation or Organization)

           11215 Metro Parkway
           Fort Myers, Florida                         33912
 (Address of principal executive offices)            (Zip Code)

                                Chico's FAS, Inc.
                           Deferred Compensation Plan
                            (Full title of the plan)

                               Marvin J. Gralnick
                             Chief Executive Officer
                                Chico's FAS, Inc.
                               11215 Metro Parkway
                            Fort Myers, Florida 33912
                     (Name and address of agent for service)

                                 (941) 277-6200
          (Telephone number, including area code, of agent for service)

                                  ------------

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                     Proposed maximum        Proposed maximum
    Title of securities         Amount to be          offering price            aggregate              Amount of
     to be registered          registered (1)          per share (1)        offering price (1)    registration fee (1)
----------------------------------------------------------------------------------------------------------------------
Deferred Compensation
        Obligations                 n/a                     n/a               $20,000,000               $1,840
      Plan Interests                n/a                     n/a                    n/a                    n/a
======================================================================================================================
(1)      This Registration Statement covers $20,000,000 of deferred compensation
         obligations of the Registrant which may be offered or sold under the
         Registrant's Deferred Compensation Plan; and (ii) an indeterminate
         amount of plan interests which may be offered or sold under the
         Registrant's Deferred Compensation Plan. Pursuant to Division of
         Corporate Finance Manual of Publicly Available Telephone
         Interpretations, July 1997 Interpretation G68, there is no fee required
         where an indeterminate number of plan interests are being registered.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed with the U.S. Securities and Exchange
Commission (the "Commission") by Chico's FAS, Inc. (the "Company") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Form S-8 Registration Statement (the
"Registration Statement") and made a part hereof:

         1.  The Company's Annual Report on Form 10-K for the fiscal year ended
             February 3, 2001 (the "Form 10-K"); and

         2.  Each of the Company's Quarterly Reports on Form 10-Q filed since
             the Form 10-K.

         All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents or reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or, in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified shall not be deemed to
constitute a part of this Registration Statement except as so modified and any
statement so superseded shall not be deemed to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.
         -------------------------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable

                                      II-1
Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Florida Business Corporation Act, as amended (the "Florida Act")
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceeding by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers or directors
are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (i) a violation
of the criminal law, unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe it
was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation; or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a a shareholder.
Article VI of the Company's By-laws provides that the Company shall indemnify
any director, officer or employee or any former director, officer or employee to
the full extent permitted by law.

         The Company has purchased insurance with respect to, among other
things, the liabilities that may arise under the statutory provisions referred
to above. The directors and officers of the Company also are insured against
certain liabilities, including certain liabilities arising under the Securities
Act of 1933, which might be incurred by them in such capacities and against
which they may or may not be indemnified by the Company.

         The Company has entered into indemnity agreements with each of its
directors and executive officers. The indemnity agreements create certain
indemnification obligations of the Company in favor of the directs and executive
officers and, as permitted by applicable law, clarify and expand the
circumstances under which a director or executive officer will be indemnified.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not Applicable

                                      II-2
Item 8.  Exhibits.
         --------

         Exhibit Numbers                        Exhibit
         -----------------------------------------------------------------------
             4.1            Amended and Restated Articles of Incorporation of
                            Registrant, as amended (incorporated herein by
                            reference to Exhibit 4.1 to the Company's
                            Registration Statement on Form S-8 (Commission File
                            No. 333-44678), as filed with the Commission on
                            August 28, 2000).

             4.2            Amended and Restated Bylaws (incorporated herein by
                            reference to Exhibit 3.4 to the Company's Form 10-Q
                            for the Quarter ended September 1, 1992, as filed
                            with the Commission on October 15, 1992).

             5              Opinion of Counsel

             23.1           Consent of Counsel (incorporated by reference into
                            Exhibit 5)

             23.2           Consent of Arthur Andersen LLP

             24             Power of Attorney (included as part of the signature
                            page)

             99.1           Deferred Compensation Plan

Item 9.  Undertakings.
         ------------

         The undersigned hereby undertakes:

               (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

                   (i) To include any prospectus required by Section 10(a)(3) of
                   the Securities Act;

                   (ii) To reflect in the prospectus any facts or events arising
                   after the effective date of the Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the Registration
                   Statement; and

                   (iii) To include any material information with respect to the
                   plan of distribution not previously disclosed in the
                   Registration Statement or any material change to such
                   information in the Registration Statement;

         provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of this
         section do not apply if the information required to be included in a
         post-effective amendment by those subparagraphs is contained in
         periodic reports filed with or furnished to the Commission by the
         Company pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in the Registration Statement.

               (2) That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof; and

               (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                                      II-3
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the State of Florida, on this 5th day of March, 2002.

                                             Chico's FAS, Inc.

                                             By:  /s/ Marvin J. Gralnick
                                                ---------------------------
                                             Name:  Marvin J. Gralnick
                                             Title: Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of the 5th day of March, 2002 by
or on behalf of the following persons in the capacities indicated.

         Each person, in so signing, also makes, constitutes and appoints Marvin
J. Gralnick, Charles J. Kleman and Scott A. Edmonds, and each of them, his or
her true and lawful attorney-in-fact, in his or her name, place and stead to
execute and cause to be filed with the Securities and Exchange Commission any or
all amendments to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, and to do and perform each
and every act and thing necessary to effectuate the same.

     /s/ Marvin J. Gralnick                           /s/ Verna K. Gibson
    ------------------------                      ----------------------------
       Marvin J. Gralnick                                 Verna K. Gibson
     Chief Executive Officer                                 Director
           and Director

      /s/ Charles J. Kleman                            /s/ Ross E. Roeder
    ------------------------                      ----------------------------
        Charles J. Kleman                                 Ross E. Roeder
     Chief Financial Officer,                                Director
Executive Vice President - Finance
            Director

     /s/ Helene B. Gralnick                           /s/ John W. Burden
    ------------------------                      ----------------------------
      Helene B. Gralnick                                 John W. Burden
          Director                                          Director

         THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Committee appointed under the Plan has duly caused this Registration
Statement to be signed on behalf of the Plan by the undersigned, thereunto duly
authorized, in the State of Florida, on this 5th day of March, 2002.

                       CHICO'S FAS, INC. DEFERRED COMPENSATION PLAN

                       By: /s/ Scott Edmonds
                           -----------------------------------------
                           Scott Edmonds, President and Chief Operating Officer

                                      II-5
INDEX TO EXHIBITS

Exhibit Numbers                        Exhibit
-------------------------------------------------------------------------------
     4.1         Amended and Restated Articles of Incorporation of
                 Registrant, as amended (incorporated herein by reference to
                 Exhibit 4.1 to the Company's Registration Statement on Form
                 S-8 (Commission File No. 333-44678), as filed with the
                 Commission on August 28, 2000).

     4.2         Amended and Restated Bylaws (incorporated herein by
                 reference to Exhibit 3.4 to the Company's Form 10-Q for the
                 Quarter ended September 1, 1992, as filed with the
                 Commission on October 15, 1992).

                 Opinion of Counsel
     5
                 Consent of Counsel (incorporated by reference into Exhibit 5)
     23.1
     23.2        Consent of Arthur Andersen LLP

     24          Power of Attorney (included as part of the signature page)

     99.1        Deferred Compensation Plan