SecProbe.io

August 15 , 2012

Via E-mail
Mr. Bernard L. McCracken
Interim Principal Accounting  Officer
The Children’s Place Retail Stores, Inc.
500 Plaza Drive
Secaucus, NJ 07094

Re: The Children’s Place Retail Stores, Inc.
 Form 10-K for the Year Ended January 28, 2012
Filed March 23, 2012
File No. 00 0-23071

Dear Mr. McCracken :

We have reviewed your filing an d have the following comments.  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 ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response .  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 25

1. We note the discussion in your first quarter earnings conference call regarding how high
birth rates are projected to reach their 2008 levels in 2015 or later.  With a view to
revised disclosure in future filings, please tell us whether the projected decrease
represents a known material trend.

2. We note over the last few years, your sales growt h has been generated from the opening
of new stores while comparable retail sales have decreased over the last three years. The
number s of stores you have opened and closed have increased as well year over year.
Please provide draft disclosure to be includ ed in future filings that discusses the
following items:

Bernard L. McCracken
The Children’s Place Retail Stores, Inc.
August 15 , 2012
Page 2

  Explain how the increases in sales from new store openings over the last two years
have translated into or contributed to the comp arable  store decreases year over year
during the past two years once  the new stores have been opened for a year and start
contributing to comparable store figures. In this regard, please explain further  how
comparable store sales continue to decrease when you are building a portfolio of
stores that appear to be performing well in their first year of operation. Your response
should discuss whether new stores experience the same decline in the number of
transactions and increase in markdowns after their first year of operation and if so
how management considers this in their policy for determining which stores to open;
and

 Explain how the increase in the number of store closings has contributed to the
decrease in comp store sales. Discuss how management determines which stores to
close and how these determinations were considered in your impairment analysis. To
the extent yo u close only underperforming stores, tell us how you considered the 34
store closings in 2011 in your impairment analysis.

3. We note you have recorded impairment charges in each of the periods presented;
specifically you disclose that you impaired seven and  eight underperforming stores
during fiscal 2011 and 2010 and one store in the first quarter 2012. With regard to your
impairment policy and recently recorded impairments, please provide draft disclosure to
be included in future filings, that addresses the  following:

 The number of s tores you tested for impairment at each balance sheet date and the
reasons for any significant increases or decreases in the number of stores tested. We
note your policy on page 28 that states you test “all stores that have been  open for at
least two years or sooner if circumstances should dictate.” Considering the declining
trend in comparable stores sales as well as margins, it would appear that some stores
may be tested sooner;

 Discuss the facts and circumstances surrounding the impairments, including the
nature of the stores that have been impaired, whether these are stores you have
decided to close, the carrying amount of the assets recorded that remain after the
impairment and how you determined that the remaining assets we re recoverable. This
information could be provided in a tabular format; and

 For the stores that you have continually assessed each quarter or each year for
impairment, disclose the total amount of remaining assets at these stores and how you
determined th ose assets are recoverable.

12. Income Taxes, page 62

4. Please tell us what is included in income from continuing operations from foreign
operations. In this regard, your footnote 12 discloses $58.1 million in income from

Bernard L. McCracken
The Children’s Place Retail Stores, Inc.
August 15 , 2012
Page 3

 continuing operations from foreig n operations when your segment footnote presents
operating income from Canada of $29.2 million. Absent the difference of interest expense
between segment operating income and income from continuing operations before taxes,
please explain  how you are genera ting this foreign income. Further discuss your
subsidiary operations in Hong Kong and Asia as it appears you do not have any stores in
those locations.

5. Please tell us the evidence used to support the permanent investment assertion that
foreign unremitte d earnings are indefinitely reinvested in Hong Kong and Asian
subsidiaries in order to qualify for the indefinite reversal exception. See ASC 740 - 30-25-
17. Consideration should be given to all available information including past historical
actions, opera ting and capital plans of Hong Kong and Asian subsidiaries and your ability
to continue to reinvest if there is a change in market conditions.  Please also tell us, and
clarify in future filings, if you elected to make a full or partial reinvestment assert ion for
a portion or all unremitted earnings for these subsidiaries.

6. We note that you received $32.2 million in distributions from your Canadian subsidiary
in 2009, which was used to assist in share repurchases in the U.S. You also disclose that
the distr ibution was one time in nature and therefore it did not affect your assertion that
undistributed earnings were permanently reinvested. Considering your current volume of
share repurchases and new 2012 repurchase program, please tell us the basis for your
determination and how you have the intent and ability to indefinitely postpone the
remittance of Canadian earnings to the U.S. and continue to qualify for the indefinite
reversal exception. In doing so include any specific plans as evidence the indefinite
reversal criteria were present to overcome the presumption that all undistributed earnings
will be transferred to the parent company.

14. Segment Information, page 67

7. On page nine you disclose that e -commerce sales now account for approximately 10% of
total net sales in fiscal 2011 and assert this business is a top strategic growth priority for
you. We also note the discussion on page 30 indicates comparable stores sales are
experiencing deteriorating operations which is in sharp contrast to the growth tr end
reported by comparable e -commerce sales. Please tell us how you determined that
including the e -commerce business within the U.S and Canadian reporting segments is
appropriate and how you identified your operating and reporting segments in accordance
with ASC 280 -10-50. Please also provide us with a courtesy copy of the financial
package used by the chief operating decision maker to assess performance and allocate
resources to support the assertions in your response.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain  that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Bernard L. McCracken
The Children’s Place Retail Stores, Inc.
August 15 , 2012
Page 4

 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 provide  a written 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 comp any may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Brian McAllister at (202) 551 -3341 or Melissa Rocha  at (202) 551 -
3854  if you  have questions regarding comments on the financial statements and related matters.
Please contact Adam Turk at (202) 551 -3657 or James Lopez at (202) 551 -3536
with any other questions.

Sincerely,

/s//Tia L. Jenkins

 Tia L. Jenkins
        Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining