Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Prendergast Michael D.

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
Francesca's Holdings CORP [ FRAN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Interim CEO
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
No securities are beneficially owned.
/s/ Michael D. Prendergast 02/13/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY
                 FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
                          IN RESPECT OF SECURITIES OF
               The undersigned hereby constitutes and appoints each of
Marc G. Schuback and Kelly M. Dilts as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution for him
in his name and stead in any and all capacities, to sign and file for
and on his behalf, in respect of any acquisition, disposition or other
change in ownership of any Common Stock of Francesca's Holdings Corporation
(the "Company"), the following:
         (i)   any Form ID to be filed with the Securities and Exchange
               Commission (the "SEC");
         (ii)  any Initial Statement of Beneficial Ownership of Securities
               on Form 3 to be filed with the SEC;
         (iii) any  Statement of Changes of  Beneficial  Ownership of
               Securities on Form 4 to be filed with the SEC;
         (iv)  any Annual Statement of Beneficial Ownership of Securities
               on Form 5 to be filed with the SEC;
         (v)   any Notice of Proposed Sale of Securities on Form 144 to be
               filed with the SEC; and
         (vi)  any and all agreements, certificates, receipts, or other
               documents in connection therewith.
               The undersigned hereby gives full power and authority to the
attorney-in-fact to seek and obtain as the undersigned's representative and
on the undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release such information to the undersigned and approves and
ratifies any such release of information.
               The undersigned hereby grants unto such attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifies
and confirms all that any such attorney-in-fact and agent or substitute may
do or cause to be done by virtue hereof.
               The undersigned acknowledges that:
         (i)   neither the Company nor such attorney-in-fact assumes (i)
               any liability for the undersigned's responsibility to comply
               with the requirement of the Securities Exchange Act of 1934,
               as amended (the "Exchange Act"), (ii) any liability of the
               undersigned for any failure to comply with such requirements
               or (iii) any obligation or liability of the undersigned for
               profit disgorgement under Section 16(b) of the Exchange Act; and
         (ii)  this Power of Attorney does not relieve the undersigned from
               responsibility for compliance with the undersigned's
               obligations under the Exchange Act, including without limitation
               the reporting requirements under Section 16 of the Exchange Act.
               This Power of Attorney shall remain in full force and effect
until revoked by the undersigned in a signed writing delivered to such
               IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney.
Date:  February 13, 2019                           /s/ Michael D. Prendergast
                                           Michael D. Prendergast