SecProbe.io

April  16, 201 5

Via E -mail
Norman Matthews
Chairman of the Board
The Children’s Place
500 Plaza Drive
Secaucus, New Jersey 07094

Re: The Children’s Place , Inc.
Preliminary Proxy S tatement  filed on Schedule 14A
PREC 14A filing made on April 13th, 201 5 by The Children’s Place , Inc.
File N umber:   000-23071

Dear Mr. Matthews ,

  We have reviewed the above -captioned filing, and have the following comments.  Some
of our comments may ask for additional  information  to be provided  so that we may better
understand the disclosure.

  Please respond to this letter by amending the Schedule 14A or  by providing the requested
information .  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 the filing and any information you provide in
response to these comments, we may have additional comments.

PREC 14A fi ling made on April  13, 2015

Letter to Stockholders

1. Rule 14a -6(e)(1) requires that the cautionary language appearing in capitalized typeface in
the color Red to be placed upon the proxy statement.  Rule 14a -101 specifies the disclosure
requirements for the proxy statement, and the cover letter to stockholders is not included
therein as a required disclosure.  Please revise the proxy statement to include the disclosure
required by Rule 14a -6(e)(1), or advise.

2. Rule 14a -6(d) requires that the preliminary p roxy statement contain a statement indicating
the estimated release date of the definitive proxy statement to security holders.  At present,
this statement appears at page one of the preliminary proxy statement and the bottom of the
cover letter to stockho lders as distinguished from the preliminary proxy statement itself.
Please revise or advise.

The Children’s Place, Inc.
c/o Mr. Norman Matthews
April  16, 2015
P a g e  | 2

Board Nominees, page 12

3. Advise us, with a view toward revised disclosure, whether each of the director nominees has
consent ed to be ing named  in the proxy statement  and to serve if elected .  The disclosure
appearing in the penultimate paragraph at page 62 does not fulfill this requirement.
See Rule 14a -4(d)(1) and (d)(4) of Regulation 14A.

Stock Ownership , page 58

4. Advise us, with a view toward revised di sclosure, why the presentation of the beneficial
ownership information has been introduced “substantially in the [same] tabular form” as
specified by Item 403 of Regulation S -K.

Proposal Three: Advisory Vote on named Executive Compensation  (“Say on Pay”) , page 64

5. Disclose the current  frequency  of shareholder advisory votes on executive compensation and
when the next such vote will occur , or advise .  See Item 24 of Schedule 14A.

Miscellaneous Information Regarding Participants , page 71

6. In light of the requirement under Item 5(b)(1)(iii) of Schedule 14A to state whether or not
any of the participants have been the subject of criminal convictions within the last ten years,
please provide us with a written reply on behalf of each participant in response to  this line
item notwithstanding the fact that a negative response need not be disclosed in the proxy
statement filed on Schedule 14A.

Form of Proxy

7. Please clearly mark the form of proxy as prelimin ary.  See Exchange Act Rule 14a -6(e)(1).

8. As discussed by  telephone on April 15th, 2015, please confirm that the form of proxy will
include all of the disclosures relating to the use of the discretionary authority permitted by
Rule 14a -4(b) and ensure that the disclosure within the form of proxy regarding the us e of
such discretionary authority is consistent with that appearing in the proxy statement.

9. We noticed the disclosures relating to the fact that an executed proxy  specifically do es not
empower the Proxy Committee  to vote in their discretion on “any other matter s that may
properly come before the meeting .”  Please confirm for us that the registrant does not plan to
have its Proxy Committee use the discretionary authority available under Rule 14a -4(c).  T o
the extent that upon further review, the registrant does intend for its Proxy Committee to
have the option of using this discretionary authority, please qualify the scope of such
discretionary authority granted by citing to Rule 14a -4(c) and provid ing the disclosure
required by Rule 14a -4(c)( 1).

The Children’s Place, Inc.
c/o Mr. Norman Matthews
April  16, 2015
P a g e  | 3

 10. The Notice of Annual Meeting of Stockholders includes four meeting purposes, the last of
which is to consider “and act upon other business…”  This disclosure needs to be reconciled
with the outcome of the registrant’s determination with respect comment nine ab ove.

Closing Comments

  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 participants in
the solicitation are  in possession of all facts relating to the disclosure  presented in their filing ,
they are responsible for the accuracy and adequacy of the disclosures they have made.

 In respondi ng 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 Company  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 me at (202) 551 -3266 should  you have any questions.

Sincerely,

       /s/ Nicholas P. Panos

       Nicholas P. Panos
       Senior Special Counsel
Office of Mergers & Acquisitions
cc:
Robert B. Schumer , Esq.
Steven J. Williams, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP