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The Children’s Place Retail
Stores, Inc.

500 Plaza Drive

Secaucus, New Jersey 07094

September 18, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attention: Tia L. Jenkins

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

  Forms 8-K

Filed May 23, 2013 and March
26, 2013

  Definitive Proxy Statement on Schedule 14A

Filed April 8, 2013

Response dated July 24, 2013

  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 Jane T. Elfers, dated August 19, 2013 (the “Letter”).
For your convenience, we have included the text of your comments set forth in italics.

Items 2.02 and 9.01 Forms 8-K filed on
May 23, 2013 and March 26, 2013

Exhibit 99.1

Reconciliation of Non-GAAP Financial
Information to GAAP Information

 1. Since you present non-GAAP net income and income per share, please confirm you will disclose
how the tax effects of the non-GAAP items were calculated. Please provide us with the draft disclosure you propose to include in
future filings.

Response: In response
to the Staff’s comment, the Company confirms that it will disclose how the tax effects of the non-GAAP items were calculated
in future filings. We will present a non-GAAP performance measure reconciled to the most comparable measure calculated in accordance
with GAAP in the format as shown below:

THE CHILDREN’S
PLACE RETAIL STORES, INC.

RECONCILIATION
OF NON-GAAP FINANCIAL INFORMATION TO GAAP

(In thousands,
except per share amounts)

(Unaudited)

      Second Quarter Ended
       Year-to-Date Ended

      August 3,
       July 28,
      August 3,
      July 28,

      2013
      2012
      2013
      2012

    Net income (loss)
    $ (23,636 )
    $ (17,924 )
    $ (4,364 )
    $ 6,810

    Non-GAAP adjustments:

    Expenses:

    Store disposition
      12,074
      -
      12,653
      1,250

    Asia Reorganization
      714
      -
      1,067
      -

    DC exit costs
      61
      3,062
      (962 )
      3,896

    IT Impairment
       10,323
      -
      10,323
      -

    Restructuring severance costs
      -
      -
      -
      1,971

    Obsolete supply and fixture costs
       -
      164
      -
      883

    Legal Settlement
       -
      1,087
      -
      1,087

    Accelerated depreciation for Canadian store remodels
      -
      465
      -
      1,358

    Aggregate impact of Non-GAAP adjustments
      23,172
      4,778
      23,081
      10,445

    Income tax effect (1)
      (8,971 )
      (1,849 )
      (8,851 )
      (3,994 )

    Net impact of Non-GAAP adjustments
      14,201
       2,929
      14,230
      6,451

    Adjusted net income (loss)
    $ (9,435 )
    $ (14,995 )
    $ 9,866
    $ 13,261

    GAAP net income (loss) per common share
    $ (1.05 )
    $ (0.74 )
    $ (0.19 )
    $ 0.28

    Adjusted net income (loss) per common share
    $ (0.42 )
    $ (0.62 )
    $ 0.43
    $ 0.54

(1) The tax effects of the non-GAAP items are calculated based on the statutory rate of the jurisdiction in which the discrete
item resides.

Definitive Proxy Statement
on Schedule 14A filed on April 8, 2013

Compensation Discussion and
Analysis, Page 17

CEO Compensation, Page 25

 2. We note your response to comment 6 in our letter dated June 27, 2013. Given that the introductory
paragraph to your realized compensation disclosure states that Board and Compensation Committee believe that compensation should
be measured and evaluated on a basis that reflects actual compensation received, please expand the proposed disclosure to explain
why you have omitted the amounts included as All Other Compensation in the Summary Compensation Table from Realized Compensation
as presented on page 25.

    2

Response: In
response to the Staff’s Comment, please note that on page 21 of the Company’s 2013 Proxy Statement we indicate
that “[o]ur Board and Compensation Committee believe that compensation should be measured and evaluated on a basis that
takes into account the effect of actual performance on compensation actually received.”   In our Summary
Compensation Table as presented on page 25 we identify our Chief Executive Officer as receiving the use of a Company car and
driver, as well as financial planning and tax preparation services, payment or reimbursement for the premium cost of
supplemental life insurance, and payment or reimbursement for the premium cost of supplemental long-term disability
insurance.  We are required to provide these perquisites to our Chief Executive Officer pursuant to her amended
employment agreement; her receipt of these perquisites is not affected by her actual performance and accordingly we have
omitted these amounts from our realized compensation calculation as presented in the table on page 25.

We will enhance our disclosure
by clarifying in future versions of the introductory paragraph to our realized compensation disclosure on page 24 that our Board
and Compensation Committee believe “that compensation should be measured and evaluated on a basis that takes into account
the effect of actual performance on compensation actually received.”  We will also enhance our disclosure by adding
the following language to the footnotes to future versions of the table appearing on page 26 (emphasis added to show newly proposed
language):

    Period
    The
    Children’s Place CEO Realized Compensation1
    CEO
    TDC as Reported in Summary Compensation Tables2

    Peer Group
    The Children’s Place

    25th
    Median
    75th

    [____]
    $ [_________]
    $ [_______]
    $ [_______]
    $ [_______]
    $  [_______]

    [____]
    [_________]
    [_______]
    [_______]
    [_______]
     [_______]

    [____]
    [_________]
    [_______]
    [_______]
    [_______]
     [_______]

(1)     Realizable Compensation consists of compensation
reported in the Summary Compensation Table excluding (i) performance-based equity awards granted but not earned due to the Company
not achieving the performance target threshold set by the Company’s Compensation Committee for that fiscal year and (ii)
compensation reported in the “All Other Compensation” column of the Summary Compensation Table. We do not include
compensation reported in the “All Other Compensation” column of the Summary Compensation Table as we are required to
provide these perquisites to our Chief Executive Officer pursuant to her amended employment agreement; accordingly her receipt
of these perquisites is not affected by her actual performance. This table should not be viewed as a substitute for the Summary
Compensation Table.

(2)     TDC, or Total Direct Compensation,
consists of total compensation as reported in the “Total” column of the Summary Compensation Table in this proxy statement
and, for our Peer Group of companies, the total compensation as reported in the “Total” column of the Summary Compensation
Table appearing in their proxy statements.

    3

We believe the responses above fully address
the comments contained in the Letter. Please call me at (201) 453-7351 if you have any questions regarding the above or require
any additional information.

    Very truly yours,

    /S/ Michael Scarpa

    Michael Scarpa

    Chief Operating Officer and Chief Financial Officer

 cc: Myra Moosariparambil

Adam Turk

James Lopez

Jane T. Elfers

Bradley P. Cost, Esq.

    4