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  767
  FIFTH AVENUE

  AUSTIN

  NEW
  YORK, NY 10153

  BOSTON

  BRUSSELS

  (212)
  310-8000

  BUDAPEST

  FAX:
  (212) 310-8007

  DALLAS

  FRANKFURT

  HOUSTON

  LONDON

  MIAMI

  MUNICH

  PARIS

  PRAGUE

  PROVIDENCE

  MICHAEL
  J. AIELLO

  SHANGHAI

  DIRECT
  LINE (212) 310-8552

  SILICON
  VALLEY

  E-MAIL
  michael.aiello@weil.com

  SINGAPORE

  WARSAW

  WASHINGTON,
  D.C.

June 30, 2009

Attn:
Ms. Melissa Duru

U.S.
Securities and Exchange Commission

Division of Corporation
Finance

Mail Stop 7010

100 F Street N.E.

Washington, D.C. 20549

Re:                             The
Children’s Place Retail Stores, Inc.

Definitive Additional Soliciting Materials on Schedule 14A Filed June 16,
2009

File No 1-23071

Dear
Ms. Duru:

On
behalf of our client, The Children’s Place Retail Stores, Inc. (the “Company”),
please find responses to the comments from the Staff’s letter to the Company
(File No. 1-23071) of June 22, 2009 regarding definitive additional
soliciting materials on Schedule 14A (the “additional soliciting materials”).  Set forth below in bold are comments from the
Staff’s letter.  Immediately below each
of the Staff’s comments is the Company’s response to that comment.  For your convenience, each of the numbered
paragraphs below corresponds to the numbered comment in the Staff’s comment
letter and includes the caption used in the comment letter.

Soliciting
Materials filed June 16, 2009

1.                                      Support
for each statement or assertion of opinion or belief must be self-evident,
disclosed in the proxy materials, or provided to the staff on a supplemental
basis. Provide us with support for the following non-exhaustive list of
statements:

·                                          []our
highly qualified independent directors have...created significant value...”
(emphasis added);

·                                          “[t]hanks
to the leadership of management and the current Board..., the Children’s Place
has been restored to a position of strength as a market leader...” and,

·                                          “Mr. Dabah’s
past conduct and management performance have cost The Children’s Place and its
stockholders dearly, eroding its value and causing great uncertainty among
employees and in the marketplace...”

Please
see Annex A hereto for supplemental material supporting the above-referenced
statements.

The
Children’s Place Urges…

2.                                      The
Company has implied that security holders are entitled to receive a payment in a
contested election of directors. This implication must be addressed through
corrective disclosure in future filings that indicates security holders are not
entitled to any such payment. In addition, the disclosure implies that simply
proposing another choice for security holders during a contested election of
directors is tantamount to an effort to “steal” control of an issuer. This
implication must be addressed through corrective disclosure in future filings
that indicates directors other than those nominated by the issuer may be
lawfully introduced for consideration without triggering a change of control.

The Company respectfully
submits that it has not implied that security holders are entitled to receive a
payment in a contested election of directors or that simply proposing another
choice for security holders during a contested election of directors is
tantamount to an effort to “steal” control of an issuer.  The Company has explained in its letter to
stockholders that after a public announcement that Mr. Dabah intended to
make an offer to acquire the Company and a prolonged sale process, Mr. Dabah
ultimately decided not to make a bona fide offer for the Company.  The Company also pointed out to stockholders
that now, when neither of Mr. Dabah’s current designees are up for
election, he has proposed to nominate three directors (in addition to the two
directors he has already nominated) to the Board (to compete with the slate
proposed by the Board).  As a result, if Mr. Dabah’s
nominees are elected, he will have designated a majority of the Company’s
Board, 5 of 9 directors.  The Company
respectfully submits that the opportunity to designate a majority of a
company’s board of directors is generally considered a key factor in
determining control.  Running a proxy
contest is a means by which stockholders attempt to influence the composition
of their company’s board of directors.
In this case, however, Mr. Dabah is seeking to put

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himself in the position of
having designated a majority of the members of the Company’s Board.  The Company merely has explained this to
stockholders.

Although Mr. Dabah
holds well less than a majority of the Company’s outstanding shares
(approximately 16.6%), he is seeking to designate a majority of the Board — the
three director positions currently up for election plus the two seats currently
designated by Mr. Dabah.  The
Company believes that Mr. Dabah is seeking this disproportionate
representation in order to influence the direction of the Company without
actually acquiring a greater stake in the Company’s equity.  The Company believes that it is appropriate
to make stockholders aware of these facts so they can make an informed decision
with respect to the Company’s Board.  The
Company will not provide in future filings that security holders are entitled
to receive a payment in a contested election or that simply proposing another
choice for security holders during a contested election is tantamount to an
effort to steal control of the issuer.

Your
Highly Qualified Independent Directors....

3.                                      Ms. Kasaks
is being credited with contributing to improvements in financial and
operational performance. She is later described as being a member of a “proven
slate.” We note that Pacific Sunwear has removed her as its Chairman and CEO.
Advise us of the date upon which the Company learned of this information. In
addition, please advise of any plans the Company has to revise its proxy
statement. To the extent the Company plans to mail any additional soliciting
material to security holders, please confirm that information regarding the
circumstances under which Ms. Kasaks was removed will be distributed to
security holders.

The
Company became aware that Ms. Kasaks resigned as Chairman and CEO of
Pacific Sunwear of California, Inc. (“Pacific Sunwear”) when such news
became publicly available on June 17, 2009.   The Company respectfully submits that Ms. Kasaks
was not “removed” as Chairman and CEO of Pacific Sunwear.  Ms. Kasaks was named Interim CEO of
Pacific Sunwear in October 2006 and was appointed Chairman and Chief
Executive Officer of Pacific Sunwear in May 2007.  The Company notes that the term of Ms. Kasaks’
contract with Pacific Sunwear was scheduled to expire on January 31, 2010
and that Ms. Kasaks voluntarily resigned as Chairman and CEO upon
completion of a successful search for her successor and in connection with
Pacific Sunwear’s decision to appoint an independent director as Chairman of
its Board of Directors.  The Company also
notes that Ms. Kasaks will remain as a member of Pacific Sunwear’s board
of directors and will continue to be an employee of Pacific Sunwear and provide
transition services until her retirement on January 31, 2010.

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The
Company will note the changes in Ms. Kasaks’ employment with Pacific
Sunwear and indicate the circumstances under which Ms. Kasaks resigned as
Chairman and CEO of Pacific Sunwear in additional soliciting materials
distributed to security holders.

4.                                      In
future filings, please ensure that any descriptions regarding Mr. Dabah’s
resignation are accompanied by qualifying disclosures, if true, that he
resigned without cause as a result of mutual agreement. If Mr. Dabah
resigned without cause and as a result of mutual agreement, please confirm that
the Company will not characterize his resignation as an “ouster” as a result of
alleged “misconduct” or “serious corporate governance abuses” in future filing.

As
publicly announced by a press release on September 26, 2007 (filed as an
attachment to a Current Report on Form 8-K on October 1, 2007), Mr. Dabah
resigned from his position as the Company’s CEO at the request of the Board
following an investigation in which it was determined that in multiple instances
Mr. Dabah did not comply with the Company’s Code of Business Conduct and
internal policies related to securities trades.
Prior to the request for Mr. Dabah’s resignation, the Company had
been notified by its auditor, Deloitte & Touche LLP, that it was no
longer willing to rely on Mr. Dabah’s representations in connection with
its audits, which was publicly disclosed in the Company’s Annual Report on Form 10-K
for the fifty-three weeks ended February 3, 2007.  The Company respectfully submits that, under
these circumstances, it is appropriate to characterize Mr. Dabah’s
resignation as an “ouster” as a result of “alleged misconduct” and/or “serious
corporate governance abuses,” because his actions (described above and in the
soliciting materials) were the proximate cause of the Board’s request for Mr. Dabah’s
resignation.

Do Not
Let History Repeat Itself....

5.                                      The
letter states that the Company has “restructured many of the ill-advised real
estate commitments” entered into by Mr. Dabah when he was CEO. The letter
also references “onerous remodeling requirements under the Disney Store
contract.” In a future filing, please make a corrective disclosure that
indicates, if true, that the Company’s director nominees participated in the
Company’s decision to enter into the real estate commitments and the Disney
store contract.

The
Company acknowledges and understands the Staff’s comment.  In its filing of June 26, 2009, the
Company points out that the Board (including Mr. Elvey and Ms. Kasaks)
participated in the Company’s decision to enter into the Disney store contract
on the basis of Mr. Dabah’s recommendation and his projections for that
business.  Norman Matthews was a not a
member of the Board at that time and, therefore, did not participate in the decisions.

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6.                                      Your
disclosure implies that Mr. Dabah caused the various problems listed in
the bullet points. Although these various challenges faced the company while Mr. Dabah
was its CEO, you have not provided support for your implied assertion. Please
provide such support and if true, include disclosure in future filings that
acknowledges other factors or persons who may have shared responsibility for
the problems cited.

The Company’s disclosure
provides that “The Children’s Place was in disarray due largely to management
missteps during Mr. Dabah’s tenure” and “[U]nder Mr. Dabah’s
stewardship, the Children’s Place was facing many serious problems ….”  The Company respectfully submits that it
believes such problems were in fact primarily the responsibility of Mr. Dabah.  Below please find the support for the
Company’s belief for each of the bullets excerpted from the Company’s
disclosure.

·                  An
investigation by a special committee of the Board involving back-dating of
stock options by Mr. Dabah and others, which resulted in an investigation
by the SEC.

In a Company press release
dated January 31, 2007 (included as an exhibit to the Company’s Current
Report on Form 8-K filed on February 1, 2007), Mr. Dabah took
responsibility for the Company’s problems related to the back-dating of stock
options stating: “The thorough investigation by the special committee brought
to the Company’s attention various errors in our option granting process, which
we are committed to correcting. I regret that this happened on my watch and, as
CEO, I take responsibility.”

·                  An
investigation by the Company’s Audit Committee which found that Mr. Dabah
had violated the Company’s code of conduct with respect to securities
transactions on three different occasions.

As disclosed in the
Company’s Current Report on Form 8-K filed on September 28, 2007
after an investigation by the Audit Committee, it was determined that in
multiple instances Mr. Dabah did not comply with the Company’s Code of
Business Conduct and internal policies related to securities trades.  The Board imposed significant sanctions on Mr. Dabah
for such violations.

·                  The
notification by the Company’s auditors, Deloitte & Touche LLP, that it
was no longer willing to rely on Mr. Dabah’s representations in connection
with its audits.

As disclosed in the
Company’s Annual Report on Form 10-K for the fifty-three weeks ended February 3,
2007,  Deloitte & Touche LLP
informed the

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Company that it would not
rely on the representations of Mr. Dabah specifically.

·                  Excessive
inventories coupled with major fashion misses in the 2007 merchandise lines
resulting in a 36% higher rate of markdowns that significantly eroded gross
margin.

During his tenure as CEO, Mr. Dabah
took an active role in determining appropriate inventory levels and it was part
of his strategic plan to increase inventory levels.

·                  Onerous
remodeling requirements under the Disney Store contract which forced the
Company to make significant capital expenditures on this ancillary business,
draining resources and liquidity from the core The Children’s Place business.
Furthermore, on Ezra Dabah’s watch as CEO, the Company was found to have been
in breach of the contract it signed with Disney.

Mr. Dabah, as CEO and a
member of the Board, was the main proponent in favor of the Disney Stores
agreement.  The Company has disclosed in
additional soliciting materials distributed to security holders that the Board
approved the Disney contract; however, such approval was based on Mr. Dabah’s
recommendation and his projections that the Company was unable to achieve under
his leadership.  Mr. Dabah managed
the implementation of the Disney Stores agreement, and the Company believes he
should be held responsible for the breaches thereof.

·                  A
lavish new corporate headquarters planned in Secaucus, NJ, which would have
resulted in incremental lease costs and increased capital expenditures at a
challenging time for the Company.

Mr. Dabah informally
proposed and advocated for the move to new corporate headquarters.  Mr. Dabah signed a lease for a new
corporate headquarters and construction was commenced; the lease arrangements
were later terminated by the Company at significant expense.

Ezra
Dabah Wants Control without Paying For It...

7.                                      We note
the comparison you make of the price per share that Mr. Dabah indicated he
would be interested in offering to the company in February 2008 to
recently traded prices of the company’s stock. To provide appropriate context
your disclosure should have referenced the trading price of the company’s stock
in February 2008. If you make comparisons such as these in future filings,
please include reference to all relevant facts necessary to shareholders’
understanding.

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The
Company will include references to all relevant facts necessary to
shareholders’ understanding if similar comparisons are made in future filings.

8.                                      In
connection with responding to our comments, please provide, in writing, a
statement from the participants acknowledging that:

·                                          the
participants are responsible for the adequacy 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 comme