Item 2.02 Results of Operations and Financial Condition.

On April 8, 2009, Charlotte Russe Holding, Inc. issued a press release announcing preliminary financial results for the second quarter of fiscal 2009 ended March 28, 2009. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated by reference herein.

The information in this item (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01 Other Events.

On April 6, 2009, our Board of Directors approved an amendment to our 2009 Equity Incentive Plan (the "2009 Plan") to eliminate the Board's ability to cancel, without stockholder approval, outstanding options or stock appreciation rights under the 2009 Plan that have an exercise price or strike price greater than the then current fair market value of our common stock in exchange for a nominal cash payment of consideration as necessary to effect a cancellation of the award. The amendment was approved in light of current best practices. The 2009 Plan remains subject to stockholder approval at our 2009 Annual Meeting of Stockholders. The 2009 Plan, as amended, is attached as Exhibit 99.2 to this current report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release issued on April 8, 2009.

99.2 2009 Equity Incentive Plan, as amended.

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