FRAN Francescas Holdings Corporation

The name of the issuer is Francesca’s Holdings Corporation, a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 8760 Clay Road, Houston, Texas 77080. This Schedule 13D relates to the Issuer's Common Stock, par value $.01 per share (the "Shares").

The funds for the purchase of the 586,500 Shares beneficially owned by Cross River Capital came from the working capital of Cross River Partners. The net investment costs (including commissions, if any) of the Shares beneficially owned by Cross River Capital is approximately $6,531,887. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 586,500 Shares beneficially owned by Cross River Management came from the working capital of Cross River Partners. The net investment costs (including commissions, if any) of the Shares beneficially owned by Cross River Management is approximately $6,531,887. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 586,500 Shares directly owned by Cross River Partners came from its working capital. The net investment costs (including commissions, if any) of the Shares directly owned by Cross River Partners is approximately $6,531,887. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of 12,164 of the Shares directly owned by Mr. Murphy came from his personal funds. The net investment costs (including commissions, if any) of 12,164 of the Shares directly owned by Mr. Murphy is approximately $397,825. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The Reporting Persons acquired the Shares for investment in the ordinary course of their investment activities based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and/or the Issuer’s board of directors (the “Board”), engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, participating on the Board, proposing changes to management, operations, recommending business development transactions including a sale of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.

As of the date hereof, Cross River Capital may be deemed to be the beneficial owner of 586,500 Shares, constituting 19.9% of the Shares, based upon 2,950,137 Shares outstanding as of the date hereof. Cross River Capital has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 586,500 Shares. Cross River Capital has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 586,500 Shares.

As of the date hereof, Cross River Management may be deemed to be the beneficial owner of 586,500 Shares, constituting 19.9% of the Shares, based upon 2,950,137 Shares outstanding as of the date hereof. Cross River Management has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 586,500 Shares. Cross River Management has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 586,500 Shares.

As of the date hereof, Cross River Partners may be deemed to be the beneficial owner of 586,500 Shares, constituting 19.9% of the Shares, based upon 2,950,137 Shares outstanding as of the date hereof. Cross River Partners has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 586,500 Shares. Cross River Partners has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 586,500 Shares.

As of the date hereof, Mr. Murphy may be deemed to be the beneficial owner of 598,664 Shares, constituting 20.3% of the Shares, based upon 2,950,137 Shares outstanding as of the date hereof. Mr. Murphy has the sole power to vote or direct the vote of 12,164 Shares and the shared power to vote or direct the vote of 586,500 Shares. Mr. Murphy has the sole power to dispose or direct the disposition of 12,164 Shares and the shared power to dispose or direct the disposition of 586,500 Shares.

The transactions in the Shares by the Reporting Persons during the past sixty days are set forth on Exhibit B. Each reported transaction was an open-market transaction.

The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in the Shares

Name: Richard Murphy

Title: Managing Member