SecProbe.io

Mail Stop 3561                  January 27, 2009  Charles Crovitz Interim Chief Executive Officer The Children’s Place Retail Stores, Inc. 915 Secaucus Road Secaucus, NJ 07094
 Re:  The Children’s Place Retail Stores, Inc.
  Form 10-K for Fiscal Year Ended February 2, 2008
  Filed April 2, 2008   Definitive Proxy Statement on Schedule 14A   Filed May 20, 2008   Form 10-Q for the Fiscal Quarter Ended November 1, 2008
  Filed December 9, 2008   File No. 000-23071
Dear Mr. Crovitz:
  We have reviewed your filings and have the following comments.  You should comply
with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so, and also explain to us in detail sufficient  for an understanding of your disclosure how you
intend to comply by providing us with your prop osed revisions.  If you disagree, we will
consider your explanation as to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  After re viewing this information, we may
raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.

Form 10-K for Fiscal Year Ended February 2, 2008

Item 1.  Business, page 1
Sourcing and Procurement, page 5
1. We note the disclosure in th e second full paragraph on page six regarding the company’s
social compliance program.  Please provide  additional detail about this program,
including what the standards of the progr am are and how it affects the company’s
sourcing and procurement of products.

Charles Crovitz
The Children’s Place Retail Stores, Inc. January 27, 2009
Page 2   Company Stores, page 6

The Children’s Place, page 8
2. Please provide a brief description of the “Apple-Maple” prototype and the “Technocolor”
prototype.

Store Expansion Program, page 8
3. Whenever one or more non-GAAP financial measures are included in a filing, you are
required to include a presentation with equal or greater prominence of the most directly
comparable financial measure or measures calculated in accordance with GAAP and a
reconciliation of the differ ences between non-GAAP financia l measures disclosed with
the most directly comparable financial measur e or measures calculated and presented in
accordance with GAAP.  Refer to Item 10(e) of Regulation S-K.  Please provide the
required disclosures in regard to the stor e level operating cash flow, average store
investment and new store return on investme nt measures presented.  In your response,
please show us what these additi onal disclosures will look like.

Seasonality, page 9
4. Please quantify the extent to which the company’s business is seasonal.
 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 30
5. Please discuss off-balance sheet arrangements that  have or are reasonably likely to have a
current or future effect on your financia l condition, changes in financial condition,
revenues or expenses, results of operations , liquidity, capital expe nditures or capital
resources that are material to investors in  a separately-captioned section, or otherwise
advise.  Refer to Item 303(a )(4) of Regulation S-K.
 Overview, page 30

6. In the description of the items comprisi ng the fiscal 2007 net loss, please provide
additional detail regarding the $2.2 million in costs related to the company’s “strategic
alternative initiatives.”  Pleas e briefly describe the initiatives and the costs incurred.
 Critical Accounting Policies, page 34

7. Please revise to describe the material implications of uncertainties  associated with the
methods, assumptions and estimates underlying your critical accounting measurements
that have had or that you reasonably expect will have a material impact on financial
condition and operating performance and on th e comparability of reported information
among periods.  Such disclosure should supplement, not duplicate, the accounting

Charles Crovitz
The Children’s Place Retail Stores, Inc. January 27, 2009
Page 3
policies disclosed in the notes to the financ ial statements.  In doing so, please identify
those accounting estimates or assumptions where there is a significant amount of
subjectivity involved, the estimates or assump tions are susceptible to change, and the
impact of the estimates and assumptions  on your financial condition or operating
performance is material.  Discuss, to the ex tent material, such f actors as how you arrived
at each estimate, how accurate the estimate/ assumption has been in the past, how much
the estimate/assumption has changed in the pa st and whether the estimate/assumption is
reasonably likely to change in the future.  We would expect you to provide quantitative as
well as qualitative disclosure when quantita tive information is r easonably available and
to provide greater insight into the quality and variability of information regarding financial condition and operating performance.  Also, since critical accounting estimates
and assumptions are based on matters that are uncertain or difficult to measure, you should analyze and disclose their specific se nsitivity to change, ba sed on other outcomes
that are reasonably likely to occur and would ha ve a material effect.  Please refer to Item
303(a)(3)(ii) of Regulation S-K as well as the Commission’s Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
 Results of Operations, page 37

8. Please describe the causes for changes in ea ch of the factors underlying the changes in
selling, general and administrative described in your analysis on pages 39 and 42.  Refer
to Item 303(a) of Regulation S-K.
 Liquidity and Capital Resources, page 44

Cash Flows/Capital Expenditures, page 48
9. We note the disclosure in the first full pa ragraph on page 50 regarding the company’s
anticipated capital expenditures for fiscal 2008.  Please disclose the expected sources of
funding these capital expenditures, including whether the sources represent a change
from prior fiscal years.
 Contractual Obligations and Comm ercial Commitments, page 50

10. Please quantify the amount of insurance, ta xes, maintenance and other costs excluded
from operating lease obligations  to provide a context for r eaders to understand the impact
of such costs on the obligations.  Please al so include deferred r oyalty obligations and
other long-term liabilities reflected in your bala nce sheet or disclose pertinent data for an
understanding of the timing and amount of such  obligations.  Refer to Item 303(a)(5) of
Regulation S-K and Section IV.A and f ootnote 46 to the Commission’s Guidance
Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Charles Crovitz
The Children’s Place Retail Stores, Inc. January 27, 2009
Page 4   Item 7A. – Quantitative and Qualitative Di sclosures About Market Risks, page 53

11. Please provide quantitative information about ma rket risks as of the end of the latest
fiscal year in accordance with one of the disclosure alternatives set forth in Rule 305 of Regulation S-K.
 Item 9A. Controls and Procedures, page 55

Evaluation of Disclosure Cont rols and Procedures, page 55
12. We note that you state that your disclosure c ontrols and procedures were effective to
provide reasonable assurance that informati on required to be disclosed is recorded,
processed, summarized and reported within the time periods specified.  In future filings,
please revise to add, if true, that your officer s concluded that your disclosure controls and
procedures are also effective to ensure that  information required to be disclosed in the
reports that you file or submit under the Exch ange Act is accumulated and communicated
to your management, including your principal ex ecutive and principal financial officer, to
allow timely decisions regarding required disclosure.  See  Exchange Act Rule 13a-15(e).
 Changes in Internal Control Over Financial Reporting, page 56

13. Please revise your disclosure to state clearly that there were changes to internal control
over financial reporting duri ng the last fiscal quarter.

Item 15. – Exhibits and Financia l Statement Schedules, page 60
Accounting for Impairment of Long-Lived Assets, page 73
14. Please disclose the method or methods for dete rmining fair value.  Refer to paragraph
25.c. of SFAS 144.

Note 2.  Stock-Based Compensation, page 77
15. Please tell us your basis in GAAP for initially classifying options tolled for employees
terminated after September 14, 2006 as equi ty awards.  Refer to the guidance in
paragraph 32 of SFAS 123(R).

Note 10.  Legal and Regulatory Matters, page 99
16. Please provide an estimate of the possible loss or range of loss or state that such an
estimate cannot be made with respect to each of the matters disclosed.  Please also clarify whether you believe the resolution of each ma tter would have an adverse affect on your
financial position, results of  operations and cash flows.  Refer to the disclosure
requirements of SFAS 5.

Charles Crovitz
The Children’s Place Retail Stores, Inc. January 27, 2009
Page 5  Note 13.  Segment and Geographic Information, page 109

17. We note that you have store operations thr oughout the United Stat es and Canada and
have internet operations.  We also note that Children’s Place stores are organized into ten
regions and that your Children’s Place a nd Disney store base includes different
prototypes and formats.  Please tell us (i) the operating segments you have identified in
accordance with paragraphs 10 - 15 of SFAS 13 1, (ii) the factors used to identify
reportable segments, and (iii) the basis for a ggregating identified operating segments into
two reportable segments given the aggregati on criteria in paragraph 17 and quantitative
thresholds in paragraph 18 of SFAS 131.  We ar e particularly intere sted in understanding
your basis for aggregating differe nt store formats, internet operations and operations in
different geographic regions in to two reportable segments, the economic characteristics
of identified operating segments, the operations  for which discrete financial information
is available and the financial informati on reviewed by your chief operating decision
maker to make decisions about resources to be allocated to various business components
and assess performance.  Please address these matters in detail.
18. It appears that you group sim ilar products by department.  Please disclose revenues for
each group of similar products used to produce your general purpose financial statements
for each year presented or tell us why you believe disclosure of information about products is not required.  If providing the information is impracticable, please disclose
that fact.  Refer to paragraph 37 of SFAS 131.

Definitive Proxy Statement on Schedule 14A

Compensation of Directors, page 31
19. We note the disclosure on page 33 that employ ee directors are not eligible for the annual
retainer or attendance fees.  Please clarify, if  true, that employee di rectors do not receive
any additional compensation for se rving on the board of directors.

Management Compensation, page 42
Compensation Discussion and Analysis, page 42
Our Principal Executive Comp ensation Policies, page 42
20. In the first full paragraph on page 43, please explain what you mean by “other commonly
offered benefits.”  In addition, we note th at the compensation committee does not believe
these benefits are “of the same magnitude” as the main elements.  To the extent any of
the other benefits, individually or in the aggregate, are material, please provide a
discussion and analysis of these benefits.
21. In the last bullet point on page 43, we note the disclosure that the potential value of
equity awards were targeted “somewhat” above the median of the company’s peer group.  Please provide a more specific description of the benchmark used for the value of equity
awards.

Charles Crovitz
The Children’s Place Retail Stores, Inc. January 27, 2009
Page 6  Elements of Compensation, page 51

22. In the discussion of the retention awards pa id to named executive officers in 2008, please
expand the disclosure to provi de additional detail about the company’s “strategic position
and prospects” that, in part, led to the retention payments.
Mr. Dabah, page 61
23. Please disclose why the board determined  to treat Mr. Dabah’s resignation as a
termination by the company without cause.
 Form 10-Q for the Fiscal Quarter Ended November 1, 2008

24. Please provide the information required by Part II , Item 1A of Form 10-Q or advise us as
to whether the company believes there have b een no material changes to the risk factors
that appeared in the company’ s annual report on Form 10-K.
 Item 4.  Controls and Procedures, page 36

25. We note your statement that a “control system, no matter how well conceived and
operated, can provide only reasonable, not abso lute, assurance that the objectives of the
internal control system are met.”  Please re vise to state clearly,  if true, that your
disclosure controls and procedures are designed to  provide reasonable assurance of
achieving their objectives and that your princi pal executive officer and principal financial
officer concluded that your disclosure cont rols and procedures are effective at that
reasonable assurance level.  In the alternat ive, remove the reference to the level of
assurance of your disclosure controls and pro cedures.  Please refer to Section II.F.4 of
Management’s Reports on Internal Control Ov er Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on
our website at < http://www.sec.gov/rules/final/33-8238.htm >.

*****

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your respon ses to our comments and
provides any requested information.  Detailed letters greatly facilitate  our review.  Please
understand that we may have additional comments after reviewing your responses to our comments.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings include all information required under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the adequacy and accuracy of
the disclosures they have made.

Charles Crovitz
The Children’s Place Retail Stores, Inc. January 27, 2009 Page 7
  In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.

You may contact Tony Wats on, Staff Accountant, at  (202) 551-3318 or William
Thompson, Accounting Branc