FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ROEDER ROSS E   2. Issuer Name and Ticker or Trading Symbol CHICOS FAS INC [CHS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6901B 16TH STREET, NE 3. Date of Earliest Transaction (Month/Day/Year) 03/08/2012 (Street) ST. PETERSBURG, FL 33702 4. If Amendment, Date Original Filed(Month/Day/Year) 03/12/2012 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/08/2012   M   10,000 A $ 9.2525 148,946 D   Common Stock 03/09/2012   M   15,000 (1) A $ 9.2525 163,946 D   Common Stock 03/12/2012   M   5,000 A $ 9.2525 168,946 D   Common Stock 03/08/2012   S   5,000 D $ 15.5 163,946 D   Common Stock 03/08/2012   S   5,000 D $ 15.45 158,946 D   Common Stock 03/09/2012   S   10,000 (1) D $ 15.6 148,946 D   Common Stock 03/09/2012   S   2,000 (1) D $ 15.45 146,946 D   Common Stock 03/09/2012   S   3,000 (1) D $ 15.44 143,946 D   Common Stock 03/12/2012   S   5,000 D $ 15.4 138,946 D   Common Stock               30,000 I Individual Retirement Account

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Director Stock Options

$ 9.2525

03/08/2012

M

8,100

12/25/2002

06/25/2012

Common Stock

8,100

$ 0

0

D

Director Stock Options

$ 9.2525

03/08/2012

M

1,900

12/25/2002

06/25/2012

Common Stock

1,900

$ 0

85,700

D

Director Stock Options

$ 9.2525

03/09/2012

M

15,000 (1)

12/25/2002

06/25/2012

Common Stock

15,000

$ 0

70,700

D

Director Stock Options

$ 9.2525

03/12/2012

M

5,000

12/25/2002

06/25/2012

Common Stock

5,000

$ 0

65,700

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ROEDER ROSS E 6901B 16TH STREET, NE ST. PETERSBURG, FL 33702	X

Signatures

A. Alexander Rhodes, Attorney in Fact		04/02/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This amendment is being filed to correct the number of options shown as being exercised and shares subsequently sold on 3/9/2012. The original Form 4 reflected the exercise and sale of 24,800 shares. However, the correct number of shares exercised and sold was 15,000. The amounts in Column 5 on Table I and Column 9 on Table II are also corrected on this amended Form 4 to accurately reflect the amount of securities beneficially owned after correcting the exercise transaction on March 9, 2012.

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