SecProbe.io

September 13, 2011
 Via E-mail

Jane T. Elfers Chief Executive Officer and President 500 Plaza Drive Secaucus, New Jersey 07094
Re: The Children’s Place Retail Stores, Inc.
 Form 10-K for the Fifty-Two Weeks Ended January 29, 2011
Filed March 28, 2011 Form 10-Q for the Quarterly Period Ended July 30, 2011 Filed September 7, 2011 File No. 0-23071

Dear Ms. Elfers:
 We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and re lated disclosures and do not intend to expand our
review to other portions of your documents.  In  some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fifty-Tw o Weeks Ended January 29, 2011

 Item 7. – Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 30
 Results of Operations, page 37

 Fiscal 2010 Compared to Fiscal 2009, page 39

1. Reference is made to your disclosure on pa ges 40 and 42 of the $1.4 million decrease and
$27.7 million decrease in SG&A expenses ex cluding the effects of certain SG&A
expenses.  Please tell us your consider ation of whether these amounts are non-GAAP
measures.  Refer to Item 10(e)(2) of Regulation S-K.

Jane T. Elfers The Children’s Place Retail Stores, Inc. September 13, 2011 Page 2

 Liquidity and Capital Resources, page 44

2. When discussing liquidity please disclose: a) the amount of cash and cash equivalents
held by foreign subsidiaries; b) a statement,  if true, that you woul d need to accrue and
pay taxes if repatriated; and c) a statement, if  true, that you do not intend to repatriate the
funds.  Please show us your proposed disclosure.
 Consolidated Financial Statements, page 56

 Notes to Consolidated Financial Statements, page 60

3. Reference is made to your disclosure in the third paragraph on page 26 that your credit
facility prohibits the payment of dividends .  Please disclose in the notes to the
consolidated financial statements the most  significant restrictions on the payment of
dividends, indicating their sour ces, their pertinent provisions and the amount of retained
earnings or net income restricted or free of re strictions as required  by Rule 4-08(e)(1) of
Regulation S-X.  Please show us  your proposed disclosure.
 Note 11. Legal and Regulatory Matters, page 81

4. Reference is made to the second paragraph in which you disclose that the ultimate
liability arising out of various legal proceedi ngs in the normal course of business will not
have a material effect on your financial condition .  This disclosure is silent about
financial statements other than your balan ce sheet; please tell us whether this was
purposeful.  In any event, please disclose whether these legal proceedings will have a
material effect on your results of operations and cash flows.  If there is at least a
reasonable possibility that a material lo ss exceeding amounts al ready recognized may
have been incurred, please disclose the nature of the contingencies and either an estimate
of the additional loss or range of loss, or st ate that such an estimate cannot be made.
Please refer to ASC 450-20-50.  Please show us your proposed disclosure.
 Form 10-Q for the Quarterly Period Ended July 30, 2011

 Part I - Financial Information

 Item 4. Controls and Procedures, page 27

 Evaluation of Disclosure Cont rols and Procedures, page 27

5. We note your statement that, “Disclosure cont rols and procedures are designed only to
provide ‘reasonable assurance’ that the controls and procedures will meet their objectives.”  Please revise to state clearly, if true, that your Chie f Executive Officer and
President, Interim Principal Accounting Offi cer and Interim Principal Financial Officer
concluded that your disclosure controls and procedures are effective at the reasonable

Jane T. Elfers The Children’s Place Retail Stores, Inc. September 13, 2011 Page 3

 assurance level.  In the alternative, remove th e reference to the level of assurance of your
disclosure controls and procedures.  Pleas e refer to Section II.F.4 of Management’s
Reports on Internal Control Over Financial Re porting and Certification of Disclosure in
Exchange Act Periodic Reports, SEC Releas e No. 33-8238, available on our website at
http://www.sec.gov/rules/final/33-8238.htm
.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Adam Phippe n, Staff Accountant, at ( 202) 551-3336 or me at (202)
551-3849 if you have questions regarding our comments or any other questions.

Sincerely,
    /s/ James Allegretto
 James Allegretto Senior Assistant Chief Accountant
  cc:  Bernard L. McCracken  Principal Accounting Officer  Via E-mail