SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

           May 28, 2009

Via Facsimile (212) 310-8007 and US Mail

Michael J. Aiello, Esq.
Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153
 Re: The Children’s Place Retail Stores, Inc.   Preliminary Proxy Statement on Schedule 14A
 Filed May 13, 2009
   File No. 1-23071

Dear Mr. Aiello:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree with any of these comments, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Please understand that after our review of all of  your responses, 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 requirements 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. The filing was incorrectly tagged as PRE14A.  Preliminary proxy statements related to a contested solic itation should be tagged PR EC14A.  Please file your
next preliminary proxy statement submi ssion using the EDGAR header tag PRER
14A. When you submit your definitive proxy statement, please ensure that you
use the EDGAR header tag DEFC14A to reflect the contested nature of the
election.

Mr. Michael J. Aiello
Weil, Gotshal & Manges LLP May 28, 2009
Page 2  “Who will pay the expenses incurred in conne ction with the solicita tion of my vote…”,
page 8
 2. Please supplement your disclosu re to describe the material  features of the contract
or arrangement entered into with Mackenzi e Partners, Inc.   See Item 4(b)(3) of
Schedule 14A.
3. Refer to Item 4(b)(3) of Schedule 14A.  Please clarify all
 the means you intend to
use in the solicitation of proxies.  Current ly, your disclosure suggests that you will
only solicit proxies personally  or telephonically and omits reference to the use of
mail, facsimile or Internet.  Please revise or advise.  Additionally, please note that all written soliciting materials, including any e-mails or scripts to be used in
soliciting proxies must be filed under th e cover of Schedule 14A on the date of
first use.  Refer to Rule 14a-6(b) and (c).  Please confirm your understanding.
 4. We refer you to Item 4(b)(4).  Please sp ecify the total amount estimated to be
spent and total expenditu res to date in connect ion with the solicitation.
 Matters Requiring Stockholder Action, page 9

 Proposal No.1-Election of  Directors, page 9

Nominees for Election at the Annual Meeting, page 9

5. Please revise the biographical informati on of the nominees so that it complies
with Item 401 of Regulation S-K.  Refer to Item 7(b) of Schedule 14A.  For
example, revise the biogra phies to ensure that you completely describe each
individual’s business experience for the past  five years and disclose the dates of
experience by month and year .  Also, ensure that there are no gaps or ambiguities
regarding time in the five-year business sketches you provide.  For example, we
note gaps in the biographical informati on provided for Mr. Elvey from the period
2006 to the present.
 Selection of Nominees, page 11

 6. Please revise to disclose whether each of  the nominees consented to be named in
the proxy and to serve, if el ected.  See Rule 14a-4(d).
 7. You disclose that if any of the nominees is “unable to serve or declines to serve at
the time of the annual meeting, the proxy holders will vote for any nominee who shall be designated” by your Board.  Your disclosure suggests that you are
reserving the right to vote for a substitute nominee in the event the other nominees are unable to serve.  Please note that we consider the existence of substitute

Mr. Michael J. Aiello
Weil, Gotshal & Manges LLP May 28, 2009
Page 3
nominees to be material to a security hol der’s voting decision.  Please advise as to
why you believe you are permitted to use these proxies for the election of other unnamed nominees to be designated by you at  a later date.  Refer to Rule 14a-
4(d)(1).
 Proposal No. 3-Stockholder Proposal, page 16

 Bylaw Restoration Proposal, page 16

 8. Support for each statement or assertion of opinion or belief must be self-evident,
disclosed in the proxy materials, or provide d to the staff on a supplemental basis.
Provide us with support with respect to the following non-ex haustive list of
statements you make:
• “[t]he Board believes the stockholde r proposal…is designed to help Mr.
Dabah assert control over the Board…,” and
• “the stockholder proposal has no othe r purpose other than to limit Board
actions….that Mr. Dabah may fi nd disadvantageous in his efforts to assert control
over the Board…”

Where the basis of support is other docume nts, provide either complete copies of
the documents or sufficient pages of inform ation so that we can assess the context
of the information upon which you rely.  Mark any supporting documents
provided to identify the specific information relied upon, such as quoted statements, financial statement line item s, press releases, and mathematical
computations, and identify the s ources of all data utilized.
 9. You identify by way of example, Mr. Daba h as a third party that might attempt
“to gain control of the company wit hout paying a control premium”.  Your
disclosure implies a link between passa ge of the proposal and a third party
gaining control of the company.  Revise to provide the basis for this assertion as it
is not apparent how passage of the st ockholder proposal without any other action,
would result in a third party gaining contro l of the company.  In this regard, we
also note that even assuming Mr. Daba h’s nominees were elected, they would
constitute only a minority of the Board.
 Appendix I

 10. Please revise to include all participant in formation required by Items 4(b) and 5(b)
of Schedule 14A.  In this regard, we note that you have omitted information pertaining to Messrs. Dabah and Silver stein.  Revise to include all such
information as such persons currently se rve as directors of the company.  See
Instruction 3(a)(ii) to Item 4 of Schedule 14A.

Mr. Michael J. Aiello
Weil, Gotshal & Manges LLP May 28, 2009
Page 4

* * *

 Please respond to the above comments promptly and comply with our comments
when disseminating information in the future .  If you believe that compliance with our
comments is not appropriate, pl ease provide the basis for yo ur view in your response
letter filed via EDGAR and tagged as “CORRE SP”.  You should be aware, however, that
we may have additional comments base d on your supplemental response.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filings to be certain th at the filing includes all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the participants acknowledging that:
• the participants are responsible for the ade quacy and accuracy of the disclosure in
the filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
 • the participants may not assert staff co mments 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 staff of the Division of Corporation Finance in our
review of your filings or in respons e to our comments on your filings.

Mr. Michael J. Aiello
Weil, Gotshal & Manges LLP May 28, 2009 Page 5   Please direct any questions to me at  (202) 551-3757 or, in my absence, to
Nicholas Panos, Senior Speci al Counsel, at (202) 551-3266.  You may also contact me
via facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code: 20549-3628.          S i n c e r e l y ,           M e l l i s s a  C a m p b e l l  D u r u        S p e c i a l  C o u n s e l        Office of Mergers and Acquisitions