SecProbe.io

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Mail Stop 0308

      March 28, 2005

VIA U.S. MAIL AND FACSIMILE

Mr. R. Edward Anderson
Chief Executive Officer
Citi Trends, Inc.
102 Fahm Street
Savannah, Georgia 31401

      Re:	Citi Trends, Inc.
      Registration Statement on Form S-1
      Filed February 28, 2005
      File No. 333-123028

Dear Mr. Anderson:

      We have reviewed the document listed above and have the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Part I

General
1. Please file all required exhibits in a timely manner so that we
may have sufficient time to review them before you request
effectiveness of your registration statement.  Also, please
confirm
that any preliminary prospectus you circulate will disclose all
non-
Rule 430A information, including the price range and related
information based on a bona fide estimate of the public offering
price within that range.
2. Please provide us with copies of any additional artwork you
intend
to use as soon as possible for our review and comment.  Please
keep
in mind that we may have comments on these materials and you
should
consider waiting for these comments before printing and
circulating
any artwork.

3. Please review your disclosure and ensure that you identify the
source for the statements you provide.  Currently, you include
many
factual statements, but you have not indicated whether the source
of
this information is based upon management`s belief, industry data,
reports/articles, or any other source.  If the statements are
based
upon management`s belief, please indicate that this is the case
and
include an explanation for the basis of that belief.
Alternatively,
if the information is based upon reports or articles, please
supplementally provide these documents to us (appropriately marked
and dated).  The following are examples only of the statements for
which you need sources:

* "We provide this offering at compelling values with nationally
recognized branded merchandise offered at 20% to 60% discounts to
department and specialty stores` regular prices."  Business, page
33.

* "According to a nationally recognized firm that specializes in
apparel research, retail sales of off-price apparel totaled $16.5
billion in the U.S. in 2004, up more than 15% from 2003."
Business,
page 33.

* "The off-price apparel market is dominated by large format,
national apparel companies[.]"  Business, page 33.

We may have further comments once we examine your revisions.

4. Please note the updating requirements of Rule 3-12 of
Regulation
S-X.

Table of Contents
5. The forepart of your document should consist of the cover page,
summary and risk factors.  Please move the paragraphs beneath the
table of contents to a more appropriate location in your
prospectus.

Prospectus Summary, page 1
6. The Summary section is intended to provide a brief overview of
the
key aspects of your offering.  Currently, your Summary is too long
and repeats much of the information fully discussed in your
Business
section.  For example, you should remove the Industry section from
the Summary since it also appears in the Business section.  Also,
please remove or substantially shorten your discussion of your
differentiation strategy, business strengths and growth strategy.
At
a minimum, these sections should not repeat other disclosure in
the
Summary.  The Summary is only intended to provide a brief snapshot
of
the offering.  See Instruction to Item 503(a) of Regulation S-K.

Risk Factors, page 6
7. Your Risk Factors section should be a discussion of the most
significant factors that make you offering speculative or risky.
You
should place risk factors in context so your readers can
understand
the specific risk as it applies to you.  See SEC Release No. 33-
7497.
Also, you should not present risks that are generic or contain
boilerplate language that could apply to any issuer or any
offering.
We believe a discussion of risk in generic terms does not tell
your
readers how the risk may affect their investment in you.  Please
revise your Risk Factors section generally to write each risk
factor
in plain English and avoid using boilerplate or generic risk
factors.
See Item 503(c) of Regulation S-K.  As examples, please consider
the
following risk factors:

* "Expansion into new markets may present risks different from our
existing markets, and we may have difficulty overcoming them."

* "Our business and growth strategies depend on our ability to
obtain
a sufficient amount of merchandise, and our failure to meet
current
and increased merchandising needs could have a material adverse
effect on our business, financial condition and results of
operations."

* "Changes in the regulatory environment governing our business
could
have a material adverse effect on our business, financial
condition
and results of operations."

Further, some of your risk factor discussions do not clearly and
concisely convey the actual risk, such as the second risk factor
on
page 8 and the last risk factor on page 10.  Consider whether
other
subsections or elements of a discussion within a subsection are
necessary for this section, and whether certain risk factors can
be
combined so they are not repetitive.  Accordingly, please
thoroughly
revise this section to more precisely articulate the risks to your
offering from each risk factor, and to ensure that each factor is
written in plain English.  We may have additional comments based
upon
your revisions.

Our business and growth strategies depend on our ability to obtain
a
sufficient amount..., page 7
8. Please consider breaking up this risk factor to include an
additional risk factor discussing your risks in receiving products
that you are prohibited from selling or that are counterfeit
brands
or unlicensed goods.

We rely on only two distribution centers, one of which also serves
as..., page 7
9. Please quantify, to the extent possible, how much of your total
operations depend on each distribution center.

We depend on the experience and expertise of our senior management
team..., page 9
10. Please identify all the key personnel upon whom you depend.

Our failure to protect our trademarks could have a negative
effect..., page 9
11. Please state which other entities have trademarks that contain
the word "Citi" or similar marks for apparel and clothing.  Also,
please disclose the likelihood that others will try to prevent
your
manufacturing or sale of your private label merchandise by
claiming
that your merchandise violates their trademarks or other
proprietary
rights.  Further, please discuss the likelihood of the other
entities` success.  If you do not know which entities have these
rights, or the likelihood of a successful lawsuit is small, please
consider deleting this portion of the risk factor.

Adverse trade restrictions may disrupt our supply of
merchandise...,
page 12
12. Please specify the foreign countries in which your merchandise
is
currently manufactured, and please disclose any specific political
risks that would effect your business operations in these
countries.

Use of Proceeds, page 17
13. You state that with your proceeds you intend to repay your
outstanding indebtedness to National Bank of Commerce, Bank of
America, and Congress Financial.  Please disclose the amounts you
currently owe to each of these banks and whether you will repay
the
debts in full.  Also, please tell us if these debts were incurred
within the last year.  If so, please describe the use of the
proceeds
of this indebtedness other than short-term borrowings used for
working capital.  See Instruction 4 to Item 504 of Regulation S-K.
14. You state that if you have any remaining net proceeds you will
use the proceeds for new store openings, including the acquisition
or
design and construction of a new distribution center in fiscal
2006.
Since this is an underwritten offering, it can reasonably be
expected
that the actual proceeds will not be substantially less than your
aggregate proceeds.  Therefore, please tell us why you have not
determined approximately how much of the remaining proceeds you
will
spend on new store openings or a new distribution center.
15. Also, since these proceeds will be used to acquire assets,
otherwise than in the ordinary course of business, please describe
briefly and state the cost of these assets.  Further, if any of
these
assets are to be acquired from your affiliates or their
associates,
please give the names of the persons from whom they are to be
acquired and set forth the principle followed in determining their
cost.  See Instruction 5 to Item 504 of Regulation S-K.

Selected Financial and Operating Data, page 20

16. Please include the amounts for the "net income per common
share"
and "weighted average share."

17. Please expand the balance sheet data on page 21 to show the
mandatory redeemable preferred stock as a liability for the years
prior to the reclassification.

Management`s Discussion and Analysis of Financial Condition and
Results..., page 22
18. We note from the disclosure on page 12 that you are
instituting
changes to address and improve your internal control procedures
and
compliance capabilities.  In this section, please discuss the
improvements that you must make to your internal and disclosure
controls to the extent that you believe you will have difficulty
implementing these changes and that these areas will remain a risk
to
your financial reporting obligations.
19. Please expand this section to discuss known material trends
and
uncertainties that will have, or are reasonably likely to have, a
material impact on your revenues or income or result in your
liquidity decreasing or increasing in any material way.  Please
provide additional information about the quality and variability
of
your earnings and cash flows so that investors can ascertain the
likelihood of the extent past performance is indicative of future
performance.  We note, for example, that your comparable stores
sales
have declined significantly for the 39 weeks ended October 30,
2004
to levels below those following your remodeling initiatives.
Please
discuss whether you expect levels to remain at this level or to
increase or decrease.  Also, you should consider discussing the
impact of any changes on your earnings.  Further, please discuss
in
reasonable detail:

* economic or industry-wide factors relevant to your company, and

* material opportunities, challenges, and risks in short and long
term and the actions you are taking to address them.

See Item 303 of Regulation S-K and SEC Release No. 33-8350.
20. We note that management uses operating statistics, such as
customer counts, items purchased per customer, and average item
price.  Please consider providing these metrics and any other
statistics, such as sales per square foot and average amount of
customer purchases, to enable investors to view your operations
through management`s eyes.

21. If you choose to present the non-GAAP measure of "average
store
level cash flow" shown on page 22, please revise to include also
the
disclosures required by Item 10(e) of Regulation S-K.

Overview, page 22
22. Please disclose the status of any actions you have completed
in
furtherance of acquiring or designing and constructing a new
distribution center in southeastern Georgia in fiscal year 2006.
Also, please state the likelihood that a new distribution center
will
be operational by that time.
23. Please further explain the impact that the WTO Agreement on
Textiles and Clothing will have on your operations.  We note that
even though the average dollar amount of sales per customer spent
in
your stores would be reduced, apparently, so would your cost in
purchasing your stock goods.  Also, what "various actions" have
been
taken or threatened by parties affected by the removal of the
quotas,
and who are the parties to whom you are referring?

Results of Operations, page 24

24. Please discuss any off-balance sheet arrangements that have,
or
are reasonably likely to have, a current or future effect on your
financial condition, revenues or expenses, results of operations,
liquidity or capital resources.  See Item 303(a)(4) of Regulation
S-
K.

Quarterly Results of Operations, page 26

25. Please add per share data to your quarterly results of
operations
as required by Item 302(a)(1) of Regulation S-K.

Liquidity Sources, Requirements and Contractual Cash
Requirements...,
page 28
26. In this section, you state that "[s]ome operating leases
provide
for fixed monthly rentals while others provide for rentals
computed
as a percentage of net sales."  On page 40, you say that your
"typical store lease" requires you to pay "percentage rent."
Please
revise one or both of these statements so that your document
reflects
consistently how your leases are structured.  To the extent
practicable, quantify the number of leases with fixed monthly
rentals
compared to those for which rentals are computed as a percentage
of
sales.

27. Please include contingent lease payments in the contractual
obligations schedule, if estimable, along with disclosure of the
assumptions used to calculate the estimate.

28. In footnote 5, please expand your disclosure to indicate if
the
termination fee to be paid upon consummation of the offering has
been
paid or will be paid from the proceeds.

Critical Accounting Policies, page 30

29. Please revise your disclosure to present a more robust
discussion
as to why these are critical accounting policies.  This disclosure
should supplement, not duplicate, the description of accounting
policies that are already disclosed in the notes to the financial
statements.  The disclosure should provide greater insight into
the
quality and variability of information regarding financial
condition
and operating performance.  The discussion in your Management`s
Discussion and Analysis should present your analysis of the
uncertainties involved in applying a principle at a given time or
the
variability that is reasonably likely to result from its
application
over time.  Additionally, please undertake the following:

* discuss why management believes the accounting policy is
critical;

* discuss how accurate your estimates and assumptions have been in
the past, how much they have changed in the past, and whether they
are likely to change in the future; and

* include quantitative disclosure of your sensitivity to change
based
on other outcomes that are reasonably likely to occur and that
would
have a material effect on the company.

For example, for your revenue recognition policy you could discuss
the provision for sales returns and allowance for doubtful
accounts
both on a total cost basis as well as on a percentage of revenues.
Your discussion could further address variances that have occurred
in
historic results, trends, and future expectations, as well as the
impact to the statement of operations resulting from hypothetical
changes.  See Item V of Release Nos. 33-8350/34-48960.
Business, page 33
30. Since the strength of your business operations is in offering
your merchandise at discounts to your customers, please detail
you