<PAGE> 1
Rule 424(b)(3)
Registration No. 333-58549
CLAIRE'S STORES, INC.
Supplement No. 1 dated August 13, 1998
to Prospectus dated July 20, 1998
The Prospectus of Claire's Stores, Inc. (the "Company"), dated July 20,
1998, relating to the Company's common stock, $.05 par value per share (the
"Common Stock"), is hereby supplemented as follows:
1. Selling Stockholders.
On July 30, 1998, Crestwood Partners LLC ("Crestwood") sold 10,000 shares
of the Common Stock, and on August 13, 1998, Crestwood transferred 5,335 shares
and 11,364 shares of the Common Stock to Alexander Hutton, Inc. ("AHI") and
Gerald R. Misegadis ("Misegadis", and together with Crestwood and AHI,
collectively the "Selling Stockholders"), respectively.
The following table sets forth, as of August 13, 1998, certain information
with respect to the ownership of the Common Stock by the Selling Stockholders,
and supersedes the table set forth on page 7 of the Prospectus.
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares to be Offered for the
Name of Selling Stockholder Prior to the Offering Selling Stockholder's Account
- ------------------------------- ------------------------- -----------------------------
<S> <C> <C>
Crestwood Partners LLC (1)..... 2,043,587 2,043,587
Alexander Hutton, Inc. (2)..... 5,335 5,335
Gerald R. Misegadis (3)........ 11,364 11,364
</TABLE>
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(1) The Selling Stockholder, a Washington limited liability company, is the
former stockholder of Lux. The managers of the Selling Stockholder served
as the officers and directors of Lux, prior to the Company's acquisition
thereof. One such manager continues to serve as an officer of Lux while the
other serves as a consultant to the Company.
(2) The Selling Stockholder served as Lux's financial advisor in connection
with the Company's acquisition thereof.
(3) The Selling Stockholder served as an officer and/or was an affiliate of Lux
prior to the Company's acquisition thereof. He continues to serve as an
officer of Lux.
