Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Breeden Capital Management LLC
   2. Issuer Name and Ticker or Trading Symbol
ZALE CORP [ZLC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
100 NORTHFIELD STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/10/2011
(Street)

GREENWICH, CT 06830		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/10/2011   S   50,000 D $ 4.6202 7,992,147 I See footnote (1) (2) (3) (4) (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Breeden Capital Management LLC
100 NORTHFIELD STREET
GREENWICH, CT 06830		     X    
Breeden Partners L.P.
100 NORTHFIELD STREET
GREENWICH, CT 06830		     X    
BREEDEN PARTNERS (CALIFORNIA) L.P.
100 NORTHFIELD STREET
GREENWICH, CT 06830		     X    
BREEDEN PARTNERS (CALIFORNIA) II LP
100 NORTHFIELD STREET
GREENWICH, CT 06830		     X    
BREEDEN PARTNERS (NEW YORK) I L.P.
100 NORTHFIELD STREET
GREENWICH, CT 06830		     X    
Breeden Partners Holdco Ltd.
100 NORTHFIELD STREET
GREENWICH, CT 06830		     X    
Breeden Capital Partners LLC
100 NORTHFIELD STREET
GREENWICH, CT 06830		     X    
Breeden Partners (Cayman) Ltd.
100 NORTHFIELD STREET
GREENWICH, CT 06830		     X    

Signatures

 /s/ Richard C. Breeden - See signatures included in Exhibit 99.1   02/14/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) The shares of Common Stock beneficially owned by the Reporting Owners directly following the reported transactions are as follows: 501,393 shares by Breeden Partners L.P. (after selling 49,530 shares in the reported transactions), 4,882,668 shares by Breeden Partners (California) L.P., 743,657 shares by Breeden Partners (California) II L.P., 256,343 shares by Breeden Partners (New York) I L.P. and 1,608,086 shares by Breeden Partners Holdco Ltd. (after selling 470 shares in the reported transactions).
(2) The shares of Common Stock beneficially owned by the Reporting Owners indirectly following the reported transactions are as follows: 1,608,086 shares by Breeden Partners (Cayman) Ltd. (after indirectly selling 470 shares in the reported transactions), 6,384,061 shares by Breeden Capital Partners LLC (after indirectly selling 49,530 shares in the reported transactions), 7,992,147 shares by Richard C. Breeden (after indirectly selling 50,000 shares in the reported transactions) and 7,992,147 shares by Breeden Capital Management LLC (after indirectly selling 50,000 shares in the reported transactions); however, each such Reporting Owner disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
(3) Richard C. Breeden is the managing member of Breeden Capital Partners, LLC, managing member and Chairman and Chief Executive of Breeden Capital Management LLC and the Key Principal of Breeden Partners (Cayman) Ltd., and, as such, may be deemed to be the indirect beneficial owner of the shares of Common Stock owned by Breeden Partners L.P., Breeden Partners (California) L.P., Breeden Partners (California) II L.P., Breeden Partners (New York) I L.P., Breeden Partners Holdco Ltd. and Breeden Partners (Cayman) Ltd.; however, he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein
(4) Breeden Capital Management LLC is principally involved in the business of providing investment advisory and investment management services to Breeden Partners L.P., Breeden Partners (California) L.P., Breeden Partners(California) II L.P., Breeden Partners (New York) I L.P., Breeden Partners Holdco Ltd. and Breeden Partners (Cayman) Ltd. (together, the "Fund") and, among other things, exercises all voting and other powers and privileges attributable to any securities held for the account of the Fund and, as such, may be deemed to be the indirect beneficial owner of the shares of Common Stock owned by the Fund; however, it disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
(5) Breeden Capital Partners LLC is the general partner of Breeden Partners L.P., Breeden Partners (California) L.P., Breeden Partners (California) II L.P. and Breeden Partners (New York) I L.P., and, as such, may be deemed to beneficially own the shares of common stock owned by Breeden Partners L.P., Breeden Partners (California) L.P., Breeden Partners (California) II L.P. and Breeden Partners (New York) I L.P.; however it disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. Breeden Partners (Cayman) Ltd., a Cayman Islands exempt limited company, is the feeder fund for Breeden Partners Holdco Ltd. and, as such, may be deemed to beneficially own the shares of common stock owned by Breeden Partners Holdco Ltd.; however, it disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

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