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CORRESP
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    Unassociated Document

    February
26, 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 Charles Crovitz, dated
January 27, 2009 (the “Letter”).  For your convenience, we have
included the text of your comments set forth in italics.  As a general
note, where the Staff’s comments address disclosure that includes discussion of
the Disney Store business, which has since been reclassified as a discontinued
operations, as disclosed in our Current Report on Form 8-K filed with the
Commission on August 4, 2008, our proposed disclosure reflects that
classification.  Please note that the enhanced disclosures of our
existing filing, 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 the disclosure in the second full paragraph on page six regarding the
      company’s social compliance program.  Please provide additional
      detail about this program, including what the standards of the program are
      and how it affects the company’s sourcing and procurement of
      products.

    Response: In response to the
Staff’s comments, we will enhance our future disclosures as
follows:

    “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.

        1

              ·

              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 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.”

    Company Stores, page
6

    The Children’s Place, page
8

              2.

              Please
      provide a brief description of the “Apple-Maple” prototype and the
      “Technocolor” prototype.

    Response: In response to the
Staff’s comment, we will enhance our future disclosures as follows:

    “Store
Types.

    At The
Children’s Place, our store types consist mainly of “Apple-Maple” and
“Technocolor” formats, as follows:

    Apple-Maple - These stores
feature light wood floors, fixtures and trim.  They are brightly lit,
featuring floor-to-ceiling glass windows that allow our colorful fashions to
attract customers from the outside.  A customized grid system
throughout the store’s upper perimeter displays featured merchandise, marketing
photographs and promotions.  The average store is approximately 4,600
square feet.  As of February 2, 2008, approximately 55% of our stores
were in this format.

    Technocolor - These stores
have an atmosphere that is unique, bright, fun and use color to create
boutique-like settings that better differentiate the various departments within
the store.  These stores also feature wider aisles than the
Apple-Maple format for customers with strollers, and more wall space allowing
for enhanced merchandise presentation and ease of shopping.  The
average store is approximately 5,200 square feet.  As of February 2,
2008, approximately 33% of our stores were in this format.”

        2

    Store Expansion Program,
page 8

              3.

              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
      provide the required disclosures in regard to the store level operating
      cash flow, average store investment and new store return on investment
      measures presented.  In your response, please show us what these
      additional disclosures will look
like.

    Response: We believe that our
return on investment for new stores is relevant disclosure for our investors as
it is a measure that we use in managing our store expansion
program.  It provides an insight as to whether our new stores are
accretive to our business, it is an indication of how quickly the related
investments will be returned for reinvestment and it is a measure of the overall
success of our store expansion program.  We define the relevant terms
in our disclosure as follows:

    New Stores – Stores for which
the current fiscal year is the first full year of operations.

    Store Level Operating Cash
Flow – Gross margin less direct store expenses, excluding non cash
expenses such as the amortization of deferred rent, depreciation and
amortization expense.

    Store Investment – Initial
fixed asset costs less landlord incentives, plus initial inventory contributions
and pre-opening expenses.

    New Store Return On
Investment – For all New Stores, the Store Level Operating Cash Flow
divided by the Store Investment.

    Our
intention for this disclosure is not to show our operating results exclusive of
certain items, but to show our operating results for a small, but very relevant
portion of our business.  The number of stores represented by this
financial measure has averaged approximately 6% of our store base for the past
three fiscal years.  In addition, the ability to reconcile the costs
associated with the Store Investments is hindered by the fact that they
generally occur over more than one fiscal year, and in the case of the initial
inventory contribution, it is as of a specific point in time and does not
correspond with year end balances.  We do not believe that such a
reconciliation would be beneficial to the reader, and would therefore not be an
enhancement to the disclosure.  Further, we believe that our New Store
Return On Investment, while based on financial measures, is as much a measure of
our operating efficiency and thus should be excluded from the reconciliation
requirements as provided by Item 10(e)(4)(i) of Regulation S-K.

    In
response to the Staff’s comment and in an effort to provide greater clarity on
our new store return on investment, we propose to enhance our future disclosures
as follows:

    “Store
Expansion Program

    The Children’s Place. During
fiscal 2007, we opened 54 stores and closed 16, compared to opening 69 stores
and closing five in fiscal 2006. We plan to open approximately 30 stores and
remodel approximately 17 Children’s Place stores in fiscal 2008.

    We assess
and manage our store expansion program based on the return on investment that
new stores produce.  We believe that the return on investment of new
stores is a relevant measurement for assessing performance because it shows how
quickly our investment in new stores becomes available for
reinvestment.  For fiscal years 2007, 2006 and 2005, our New Store
Return On Investment, as defined below, approximated 47%, 87% and 81%,
respectively.  New Store Return On Investment is based on and defined
as follows:

    New Stores – Stores for which
the current fiscal year is the first full year of operations.

    Store Level Operating Cash
Flow – Gross margin less direct store expenses, excluding non cash
expenses such as the amortization of deferred rent, depreciation and
amortization expense.

    Store Investment – Initial
fixed asset costs less landlord incentives, plus initial inventory contributions
and pre-opening expenses.

    New Store Return On
Investment – For all New Stores, the Store Level Operating Cash Flow
divided by the Store Investment.

        3

    New Store
Return On Investment is not a measure determined in accordance with generally
accepted accounting principles in the United States (“U.S. GAAP”) and should not
be considered by investors as an alternative to operating income or net income,
nor should it be viewed as an indicator of our overall
performance.  The New Store Return On Investment disclosed here is not
necessarily comparable to those disclosed by other companies because it is not
uniformly defined.

    Average
Store Level Operating cash flow for New Stores approximated $281,200, a 31%
decrease compared to fiscal 2006.  Average Store Investment for New
Stores approximated $595,500, a 28% increase from fiscal 2006.  This
increase primarily reflects a higher capital investment in our store
prototype.  New stores had average net sales of approximately $1.5
million, which was comparable to fiscal 2006.

    Seasonality, page
9

              4.

              Please
      quantify the extent to which the company’s business is
      seasonal.

    Response: In response to the
Staff’s comments, we will enhance our future disclosures as
follows:

    “Seasonality

    Our
business is also subject to seasonal influences, with heavier concentrations of
sales during the back-to-school and holiday seasons. Our first quarter results
are heavily dependent upon sales during the period leading up to the Easter
holiday. Our third quarter results are heavily dependent upon back-to-school
sales. Our fourth quarter results are heavily dependent upon sales during the
holiday season.  The following table shows the quarterly distribution,
as a percentage of the full year, of net sales and operating income
(loss):

                First

                Second

                Third

                Fourth

                Full

                Quarter

                Quarter

                Quarter

                Quarter

                Year

                Fiscal
      2007

                Net
      sales

              356.0

              290.5

              430.5

              443.3

              1,520.3

                As
      a % of full year

              23.4

              %

              19.1

              %

              28.3

              %

              29.2

              %

              100.0

              %

                Operating
      Income (loss)

              29.6

              (31.6

              )

              23.3

              7.9

              29.2

                As
      a % of full year

              101.2

              %

              (108.0

              %)

              79.7

              %

              27.0

              %

              100.0

              %

                Fiscal
      2006

                Revenues

              322.0

              269.4

              397.2

              416.8

              1,405.4

                As
      a % of full year

              22.9

              %

              19.2

              %

              28.3

              %

              29.7

              %

              100.0

              %

                Operating
      Income (loss)

              34.3

              (12.1

              )

              60.3

              49.8

              132.3

                As
      a % of full year

              25.9

              %

              (9.1

              %)

              45.5

              %

              37.6

              %

              100.0

              %

        4

    Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations, page 30

              5.

              Please
      discuss off-balance sheet arrangements that have or are reasonably likely
      to have a current or future effect on your financial conditions, changes
      in financial condition, revenues or expenses, results of operations,
      liquidity, capital expenditures or capital resources that are material to
      investors in a separately-captioned section, or otherwise
      advise.  Refer to Item 303(a)(4) of Regulations
    S-K.

    Response: We note for the
Staff that the Company does not have any off-balance sheet
arrangements.  Additionally, in our Form 10-K for Fiscal Year Ended
February 2, 2008 filed April 2, 2008, on page 52 under “Contractual Obligations
and Commercial Commitments,” there is a separately-captioned section providing
this disclosure.  We will continue this disclosure in our future
filings, updated as appropriate.

    Overview, page
30

              6.

              In
      the description of the items comprising the fiscal 2007 net loss, please
      provide additional detail regarding the $2.2 million in costs related to
      the company’s “strategic alternative initiatives.”  Please
      briefly describe the initiatives and the costs
  incurred.

    Response: In response to the
Staff’s comments, we would enhance our future disclosures as shown
below:

    “Our
fiscal 2007 net loss included:

              ·

              Approximately
      $2.2 million in costs incurred in conjunction with our strategic
      alternative initiatives, including $1.7 million of cons