FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Lennox Richard A 		2. Issuer Name and Ticker or Trading Symbol

ZALE CORP [ ZLC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, Chief Marketing Officer
(Last)          (First)          (Middle)

901 WEST WALNUT HILL LANE 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/29/2014
(Street)

IRVING, TX 75038
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/29/2014     D    52682   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Restricted Stock Units (Performance)   $0   5/29/2014     D         9600      (2)   (2) Common Stock   9600     (2) 0   D    
Restricted Stock Units   $0   5/29/2014     D         9600      (3)   (3) Common Stock   9600     (3) 0   D    
Restricted Stock Units   $0   5/29/2014     D         20100      (3)   (3) Common Stock   20100     (3) 0   D    
Restricted Stock Units   $0   5/29/2014     D         11900      (3)   (3) Common Stock   11900     (3) 0   D    
Stock Options (right to buy)   $3.95   5/29/2014     D         50000      (4) 9/2/2021   Common Stock   50000     (4) 0   D    
Stock Options (right to buy)   $2   5/29/2014     D         55000      (4) 9/23/2020   Common Stock   55000     (4) 0   D    
Stock Options (right to buy)   $2.37   5/29/2014     D         70000      (4) 2/26/2020   Common Stock   70000     (4) 0   D    
Stock Options (right to buy)   $5.66   5/29/2014     D         50000      (4) 8/17/2019   Common Stock   50000     (4) 0   D    

Explanation of Responses:
( 1)  Pursuant to the Agreement and Plan of Merger, dated as of February 19, 2014 (the "Merger Agreement"), by and among Zale Corporation ("Zale"), Signet Jewelers Limited and Carat Merger Sub, Inc., on May 29, 2014, each share of Zale common stock, par value $0.01 per share ("Common Stock") issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement), was converted into the right to receive $21.00 in cash ("the "Merger Consideration").
( 2)  Pursuant to the Merger Agreement, on May 29, 2014, each restricted stock unit subject to performance-based vesting conditions ("Performance-Vested RSU") (x) became fully vested if more than 50% of the relevant performance period was completed as of May 29, 2014 or became 50% vested if 50% or less of the relevant performance period was completed as of May 29, 2014 and (y) was converted into the right to receive an amount in cash equal to the merger consideration with respect to each share of Common Stock that vests pursuant to such Performance-Vested RSU.
( 3)  Pursuant to the Merger Agreement, on May 29, 2014, each restricted stock unit subject to vesting conditions other than performance-based vesting conditions ("Time-Vested RSU") became fully vested, was canceled and was converted into the right to receive an amount in cash equal to the Merger Consideration with respect to each share of Common Stock subject to such Time-Vested RSU immediately prior to the Effective Time.
( 4)  Pursuant to the Merger Agreement, on May 29, 2014, each Zale stock option, whether vested or unvested, was canceled and converted into the right to receive an amount in cash equal to the excess (if any) of (x) the Merger Consideration multiplied by the number of shares of Common Stock underlying such stock option immediately prior to the Effective Time over (y) the aggregate exercise price payable upon exercise of such stock option immediately prior to the Effective Time. Each outstanding stock option that had an exercise price that was greater than or equal to the Merger Consideration was canceled for no consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lennox Richard A
901 WEST WALNUT HILL LANE
IRVING, TX 75038

EVP, Chief Marketing Officer

Signatures
/s/ Richard A. Lennox 6/2/2014
** 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 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).
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 control number.
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