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CORRESP
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April 1,
2009

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington
D.C.  20549

Attention:
H. Christopher Owings

  Re:

  The
  Childrens’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. Owings:

Set forth below are the
responses of The Children’s Place Retail Stores, Inc. (the “Company”) to
the comments of the Staff of the Securities and Exchange Commission (the “Commission”)
contained in the letter to Susan Riley, dated March 25, 2009 (the “Letter”).  For your convenience, we have included the
text of your comments set forth in italics.
Please note that the enhanced disclosures of our existing filings, as
set forth below, are intended to exemplify how such disclosures in our future
filings will be enhanced.

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

Item
1.  Business, page 1

Sourcing
and Procurement, page 5

1.     We note your response to comment
one of our January 27, 2009 letter and reissue our comment, in part.
Please revise your disclosure to discuss how your social compliance program
affects the company’s sourcing and procurement of products.

Response:  In response to the Staff’s comments, the
Company will enhance its future disclosure as set forth below:

“In addition to our quality control procedures, we
administer a social compliance program designed to promote compliance with
local legal regulations, as well as ethical and socially responsible business
practices.  This program is comprised of
four components as follows:

·      Vendor Code of Conduct - By formally acknowledging and agreeing to our code of
conduct, our vendors affirm their commitment to integrate our corporate
compliance standards into their manufacturing and sourcing practices.  These standards cover the areas of: child
labor, forced labor, coercion/harassment, non-discrimination, health and
safety, compensation, environment, subcontracting, monitoring &
compliance and publication.

·      Ongoing Monitoring Program- We administer a corporate monitoring program as
performed by our internal social compliance team and/or professional third
party auditors who visit factory locations to assess the working conditions in
all factories that manufacture The Children’s Place products.  The Ongoing Monitoring Program involves (1) visual
inspection of work facilities and

dormitories; (2) interview of factory management
regarding policies and practices; (3) interview of factory workers to
verify workplace policies and practices; and (4) review of wage, hour, age
and other records.  At the conclusion of
the factory audit/visit, the auditor will review the Corrective Action Plan
Acknowledgement Report together with factory management.

·      Corrective Action Plan Acknowledgement Report (“CAPAR”) - The CAPAR contains findings from the factory visit
for each of the areas covered by our standards, a remediation plan for any
violations found (if applicable), as well as a re-audit timeframe.  If violations are not remediated in
accordance with the remediation plan, we cease using that factory or vendor.

·      Ongoing Training and Seminars - We continually conduct training programs and seminars
to communicate with our internal and external partners regarding the
requirements of our program. Additionally, our social compliance team attends
third party seminars, industry courses and training in the Corporate Social
Responsibility area.

We
require all entities that produce or manufacture The Children’s Place
merchandise to undergo a Social Compliance audit and, at a minimum, demonstrate
compliance with the requirements of our Vendor Code of Conduct.  By requiring our manufacturers and suppliers
to participate in our social compliance program, we are able to monitor closely
whether we are sourcing from factories that operate using safe and humane
working conditions, and whether we are working with factory managers that
appreciate and support socially responsible practices. Additionally, because
our social compliance program requires us to be diligent about changes in local
laws and other conditions (e.g., political instability) in the countries where
we source, we are able to make informed decisions about where we are sourcing
our products and, prior to placing orders, analyze potential risks to our
sourcing capabilities arising as a result of factors external to a factory’s
production capabilities. In the event that external risks to our sourcing
capabilities arise with respect to one or more factories, our social compliance
program helps to identify such risk early and enables us to source to another
factory thereby mitigating the risk and reducing the potential disruption to
our business.

Store
Expansion Program, page 8

2.     We reviewed your response to comment
three in our letter dated January 27, 2009. However, it does not appear
the Non-GAAP financial measures you disclosed are based on GAAP numbers and as
a result would not be excluded from the definition of Non-GAAP financial
measures. As such, we reissue our previous comment. 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 differences between non-GAAP financial measures
disclosed with the most directly comparable financial measure or measures
calculated and presented in accordance with GAAP. Refer to Item 10(e) of
Regulation S-K. Please show us what these additional disclosures will look
like.

Response:  While we believe that our return on
investment for new stores is good disclosure for our investors as it shows the
success of our store expansion program, our store level operating cash flow
cannot be effectively reconciled to our operating income.  The costs that comprise the average
investment include initial fixed asset costs less landlord incentives, initial
inventory contributions, and pre-opening expenses.  On an aggregate basis, these costs have
occurred over many fiscal years and our ability to reconcile the average
investment to its most directly comparable financial measure would not be
practical, nor do we believe that if possible, such disclosure would be
meaningful.  We propose that in all
future filings, we discontinue the disclosure of store level operating cash
flow, average store investment and new store return on investment.

2

Liquidity
and Capital Resources, page 44

Cash
Flows/Capital Expenditures, page 48

3.     We note your response to comment
nine of our January 27, 2009 letter and the proposed disclosure you have
provided with respect to fiscal 2008. Please provide us with your proposed
disclosure for fiscal 2009, with a view to discussing the current challenging
economic conditions that may impact your cash flows from operations and any
borrowings you may have made or intend to make under your credit facilities.

Response:  Below
please find our proposed 2009 disclosure:

“Historically, we have funded our capital
expenditures primarily from operations, with occasional seasonal advances on
our debt facilities.  In Fiscal 2008, our
cash generated from operations along with $85 million received on the Note
Purchase Agreement provided sufficient funds for our capital requirements.  In Fiscal 2007, we completed building a new
distribution center and incurred significant construction costs on new
corporate offices.  This increase in
capital expenditures coupled with a decrease in operating profit, required us
to fund our capital expenditures, in part, through advances on our credit
facility and the sale of investments.
Our ability to meet our capital requirements in fiscal 2009 will depend
on our ability to achieve our financial plans and generate sufficient cash
flows from operations.  We enter Fiscal
2009 with cash balances of approximately $226 million at January 31, 2009,
along with approximately $108 million of availability in our credit facility.”

The Company generated over $200 million in positive cash flow from
operating activities in continuing operations in Fiscal 2008.  We are forecasting capital expenditures in
the range of $75 million - $85 million in Fiscal 2009.  With $108 million in availability in our credit
facility and our significant cash balances, the Company does not expect the
current economy to impact its ability to fund capital expenditures.

Item
9A.  Controls and Procedures, page 55

Changes
in Internal Control Over Financial Reporting, page 56

4.     We note your response to comment
13 of our January 27, 2009 letter. Please confirm that in future filings,
as applicable, you will omit the last paragraph you propose that discusses that
there were no other changes to your internal control over financial reporting.

Response:   As requested the Company will omit the last
paragraph in future filings, as applicable.

Definitive
Proxy Statement on Schedule 14A

Management
Compensation, page 42

Compensation
Discussion and Analysis, page 42

Our
Principal Executive Compensation Policies, page 42

5.     We note your response to comment
20 of our January 27, 2009 letter, but it does not appear that your
revised disclosure clearly indicates whether the “other benefits” are material.
Please revise to clearly state whether the other benefits, individually or in
the aggregate, are material, and if so, provide a discussion and analysis as
applicable.

3

Response: We
propose to enhance our future disclosures as follows:

“We applied these principles to determine the main
elements we used in our compensation programs in fiscal 2006 and fiscal 2007:
salary, annual cash bonuses and equity awards.
We also provided other commonly offered benefits on terms and conditions
that we consider consistent with providing competitive compensation; however,
individually and in the aggregate, none of these other benefits were either of
the same magnitude as the main elements or material.  These other common benefits include
relocation assistance and temporary housing allowances, car allowances, 401(k) plan
and matching contributions, life insurance, medical insurance, reimbursement of
COBRA payments in the event of separation from the Company, gross up payments
and perquisite plans.”

6.     We note your response to comment
21 of our January 27, 2009 letter, and the discussion you provide
regarding the three factors that Frederick W. Cook and Co., Inc. analyzed
in providing the benchmark information upon which you relied. Please confirm
that your future disclosure will include these factors, as well as the
percentage difference you discuss.

Response:  Our future disclosure will include the
three factors, as well as the percentage difference we discussed in our
response to Comment 21 of the SEC’s January 27, 2009 letter.

Note
2.  Stock-Based Compensation, page 77

7.     We reviewed your response to
comment 15 in our letter dated January 27, 2009. It is still unclear to us
why options tolled after September 14, 2006 were initially classified as
equity since it appears your ability to settle the awards in equity was still
in question as a result of the suspension of stock option exercises. Please
tell us whether you considered your ability to deliver shares of common stock
during the suspension period in determining the classification of the tolled
options. Also, tell us why the suspension of stock option exercises would not
affect the classification of outstanding options during the suspension period.
Refer to paragraph 34 of SFAS 123(R).

Response: In
accounting for tolling, the first issue the Company faced was whether tolling
was required by the plan or a modification of the plan, the analysis of which
is set forth below:

Impact of Closed Trading Window on Terminated
Employees

On September 14, 2006, the Company was required to close its
trading window to all employees, including terminated employees, due to its
delays in filing its periodic reports with the SEC and the Company’s
announcement that it would be restating its financial statements and that its
previously filed Form 10-K for the year ended January 28, 2006 could
no longer be relied upon. As a result, the Company could no longer use its Form S-8
registration statements to issue the shares underlying outstanding
options.  Due to the anticipated restatement
of its financial statements, the Company determined that it had to suspend
trading activity. The Company also concluded that it was advisable to extend
the terms of the options to terminated employees until the Form S-8
registration statements were effective.
The Company’s stock option plans provide three months after termination
to exercise vested options. Accordingly, the Board approved the tolling of
options for terminated employees on September 15, 2006.

The Company tolled the calculation of the number of days a terminated
employee had to exercise his or her stock options under the Company’s equity
compensation plans.  So for example, if
50 days had expired since the employee’s termination, then the Company tolled
40 days that would

4

begin when the trading window was reopened.  For employees that terminated after the
window closed, the Company tolled the full 90 days.

In connection with such tolling, counsel reviewed each of the Company’s
stock option plans to determine whether such tolling was required.    After such review, counsel could not render
an opinion that the tolling was required by the Company’s stock option plans;
and therefore the Company concluded that the tolling for terminated employees
constituted a modification in accordance with FAS 123R.

Once the Company determined that this was a modification, the Company determined
the accounting literature to use for a non-employee stock option modification
as follows:

Options Modified After Termination

The Company utilized the guidance in paragraph 51 of FAS 123R to
determine how to account for the modification of the awards that were modified
after termination, “a modification of the
terms of conditions of an equity award shall be treated as an exchange of the
original award for a new award.” Following the modification, the
Company utilized other GAAP guidance needed to be considered to determine the
recognition and measurement of this instrument.

Accordingly, the Company reviewed the accounting guidance in SFAS No. 150,
Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity (“FAS 150”), the applicability of SFAS No. 133,
“Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”) and
EITF 00-19, Accounting for Derivative Financial Instruments,
Indexed to, and Potentially Settled in, a Company’s Own Stock,(“EITF
00-19”) to determine the classification of the outstanding options granted to
other than employees. Based upon review of the above guidance, EITF 00-19 was
deemed to be on point with the Company’s circumstances.

Paragraph 3 of EITF 00-19 indicates that its guidance applies to
freestanding derivative instruments and “to contracts issued to
acquire goods or services from nonemployees when performance has occurred.”  The Company also contemplated the
requirements under EITF 00-19 to determine equity or liability classification
as discussed below.

Under EITF 00-19, contracts that include any provision that could
require net-cash settlement cannot be accounted for as equity, except in
limited circumstances (paragraphs 12 through 32). Since, based upon advice of
counsel, the Company could not issue registered shares because its S-8
registration statements were not effective, options that were modified to
non-employees required liability classi