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September 13, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

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

 Re: THE CHILDREN’S PLACE RETAIL STORES, INC.

    Form 10-K for the Fifty-Two Weeks Ended January 28, 2012 Filed March 23, 2012

    File No. 000-23071

Dear Ms. Jenkins:

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 Bernard L. McCracken, dated August 15, 2012 (the “Letter”).
For your convenience, we have included the text of your comments set forth in italics.

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.

Response: In response
to the Staff’s comment, the Company respectfully submits that it does not believe that the projected decrease would be a
material trend to its business. In our first quarter earnings call, our President and Chief Executive Officer observed that 2007
was the highest birth rate year and that the birth rate is not projected to even achieve 2008 or 2009 levels until maybe the earliest
2015.  Our President and Chief Executive Officer then noted, however, that one of the strengths of our business model is that
we market to children ranging from ages 0 to 10, and that babies born in 2007 will age through our product categories resulting
in continued strength for our business.  While the referenced demographic information is helpful to us in determining how
to produce and merchandise our products, we believe that fluctuations in birth rates are not reasonably likely to have a material
effect on the financial condition, results of operations of the Company or its reportable segments.  Accordingly, we have
not included any disclosure regarding this matter in our Form 10-K for the year ended January 28, 2012.

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

 · Explain how the increases in sales
from new store openings over the last two years have translated into or contributed to the comparable 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 you close only underperforming stores,
tell us how you considered the 34 store closings in 2011 in your impairment analysis.

Response: In response
to the Staff’s comment regarding new store openings contribution to comparable store sales, the Company respectfully submits
that sales from new store openings over the last two years that have started to contribute to comparable store sales have performed
similarly to the Company’s overall comparable store sales, including number of transactions and markdowns. Consequently,
we do not believe that the performance of new stores entering the comparable store base has been a factor in our negative comparable
sales results. We believe that the continued macroeconomic conditions are primarily responsible for the negative comparable retail
sales and lower gross margins over the past few years.

Further, to the extent applicable
at the time of disclosure, we will enhance our future disclosures by including the following in our “Management Discussion
& Analysis---Operating Highlights” section:

“During fiscal 2011, our
business was impacted by the continued weakness in the U.S. and Canadian economic environments. Factors such as high unemployment
levels, a highly promotional retail environment and inconsistent consumer retail traffic have negatively impacted our business.”

In response to the Staff’s
comment regarding store closings, the Company respectfully submits that the increase in the number of store closings had no impact
on the decrease in comparable store sales as those stores experienced a similar negative comparable store sales result in fiscal
2011. In addition, the aggregate sales for closed stores represented less than 2% of total comparable store sales in each year.
Further, regarding how closed stores are considered in our impairment analysis, our impairment analyses include multiple assumptions,
which are adjusted as necessary to reflect any change in assumptions related to stores that are anticipated to be closed. It should
be noted that when we close stores, it does not necessarily mean that these stores are not profitable, but that they may not be
meeting our contribution goals, or that the Company chose to relocate within the market, or that the landlord chose to discontinue
our relationship. The 34 stores closed during fiscal 2011 did not have an impact on 2011 impairment expense; however 10 of these
stores were impaired in previous fiscal years for an aggregate expense of $2.7 million.

Further, we will enhance our
future disclosures by including the following paragraph at the end of our “Business---Company Stores---Store Expansion Program”
section:

“We continuously review
the performance of our store fleet. We base our decisions to open or close stores on a variety of factors, including lease terms,
landlord negotiations, market dynamics and projected financial performance. When assessing whether to close a store, we also consider
remaining lease life and current financial performance.”

    2

 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 stores 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 were 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
those assets are recoverable.

Response: In response
to the Staff’s comments, we will enhance our future disclosures by including disclosure of the following type in our property
and equipment footnote:

“At January 28, 2012, the
Company performed impairment testing on 920 stores with a total net book value of $141.5 million. At January 29, 2011, the Company
performed impairment testing on 903 stores with a total net book value of $145.8 million. All stores tested were open for at least
two years and the Company noted no circumstances that indicated any other stores would require impairment testing.

During Fiscal 2011, the Company
recorded $2.2 million of impairment charges primarily related to seven underperforming stores, of which four were fully impaired
and three were partially impaired. As of January 28, 2012, all of these impaired stores were open and the stores which were partially
impaired had an aggregate remaining net book value of $0.7 million, which the Company determined to be recoverable based on an
estimate of discounted future cash flows.

During Fiscal 2010, the Company
recorded $2.7 million of impairment charges primarily related to eight underperforming stores, of which six were fully impaired
and two were partially impaired. As of January 29, 2011, all of these impaired stores were open and the stores which were partially
impaired had an aggregate remaining net book value of $0.7 million, which the Company determined to be recoverable based on an
estimate of discounted future cash flows.”

Also, in response to the Staff’s
comments, we will enhance our future disclosures by including the following bolded sentence in our critical accounting policies
within the “Accounting for Impairment of Long-Lived Assets” section:

    3

“For store-related assets,
we review all stores that have been open for at least two years or sooner if circumstances dictate, on at least an annual basis.
We believe waiting two years allows a store to reach a maturity level where a more comprehensive analysis of financial performance
can be performed. For each store that shows indications of operating losses, we project future cash flows over the remaining
life of the lease and compare the total undiscounted cash flows to the net book value of the related long-lived assets.  If
the undiscounted cash flows are less than the related net book value of the long-lived assets, they are written down to their fair
market value.  We primarily determine fair market value to be the discounted future cash flows associated with those assets.
In evaluating future cash flows, we consider external and internal factors.  External factors comprise the local environment
in which the store resides, including mall traffic, competition, and their effect on sales trends.  Internal factors include
our ability to gauge the fashion taste of our customers, control variable costs such as cost of sales and payroll, and in certain
cases, our ability to renegotiate lease costs.  Historically, less than 2% of our stores required impairment charges in any
one year.  If external factors should change unfavorably, if actual sales should differ from our projections, or if our ability
to control costs is insufficient to sustain the necessary cash flows, future impairment charges could be material.  At January 28,
2012, the average net book value per store was approximately $0.2 million.”

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 continuing operations from foreign 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 generating 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.

Response: Included in
our income from continuing operations before taxes from foreign operations, as disclosed in footnote 12, is $25.6 million from
our Canadian subsidiaries, $30.9 million from our Asian subsidiaries, and $1.6 from our Barbadian subsidiary. Operating income
for our Canadian segment in footnote 14 of $29.2 million is equal to the $25.6 million of income before taxes noted above, less
$0.8 million of interest income plus $4.4 million of adjustments relating to intercompany allocations. In exchange for an intercompany
commission, our subsidiary operations in Asia primarily provide product sourcing and quality control to our store operations, which
are proportionately applied to each segment based on purchases. Our Barbadian subsidiary operates our stores located in Puerto
Rico and is included in our U.S. operating segment.

 5. Please tell us the evidence used to support the permanent investment assertion that foreign
unremitted 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,
operating 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 assertion
for a portion or all unremitted earnings for these subsidiaries.

Response: In reviewing
its assertion, the Company considers its cash requirements for current and future operating plans of its domestic and foreign operations.
During 2011, the Company began restructuring its foreign entity structure to provide the Company with the ability to fund its long
term international growth plans and to allow movement of foreign cash between entities in a tax efficient manner. These international
growth plans include capital expenditures, potential acquisitions, and expanded operations. During fiscal 2012, we signed two agreements
with franchisees to open stores in the Middle East, and the first of these stores opened in July 2012. Each agreement provides
the Company with the ability to purchase these stores, at the Company’s option, at a future point in time. The Company also
continues to actively pursue other international franchise partners.

    4

Further, we will enhance our
future disclosures by stating in our income tax footnote that our assertion is a “full” reinvestment.

 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 distribution 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.

Response: As noted above
in our response to comment number 5, the Company has considerable plans for its international expansion thus requiring the continued
reinvestment of funds in its Canadian and other international operations. The $32.2 million distribution from our Canadian subsidiary
in 2009 was used in conjunction with a share repurchase agreement with our former CEO and not pa