Filing Details

SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No.1) Francesca's Holdings Corporation (Name of Issuer) Common Stock 351793104 (CUSIP Number)December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP NO. 351793104 Page 3 of 4 Pages Item 1(a) Name of Issuer: Francesca's Holdings Corporation Item 1(b) Address of Issuer's Principal Executive Offices: 8760 Clay Road Houston, TX 77080 Item 2(a) Name of Person Filing: Paradigm Capital Management, Inc. Item 2(b) Address of Principal Business Office: Nine Elk Street, Albany, New York 12207 Item 2(c) Citizenship: A New York State Corporation Item 2(d) Title of Class of Securities: Common Stock Item 2(e) Cusip Number: 351793104 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d- (b) or 9c), check whether the person filing is a: (e) [X] an investment adviser in accordance with 240.13d-1(b) (1)(ii)(E). Item 4. Ownership. (a) Amount beneficially owned: -0- (b) Percent of class: -0- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: -0- (ii) Shared power to vote or direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: -0- (iv) Shared power to dispose or to direct the disposition of: -0- CUSIP NO. 351793104 Page 4 of 4 PagesItem 5. Ownership of 5% or Less of a Class. If this statement is being filed to report the fact as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [x]. Item 6. Ownership of more than 5% on Behalf of Another Person. Not Applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable Item 8 Identification and Classification of Members of the Group. Not Applicable Item 9 Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I (we) certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my (our) knowledge and belief, I (we) certify that the information set forth in this statement is true, complete and correct. Dated: February 12, 2019 PARADIGM CAPITAL MANAGEMENT, INC. By /s/ Robert A. Benton Robert A. Benton, Chief Compliance Officer Telephone: (518) 431-3500 - 4 -