SecProbe.io

January 22 , 2014

Via E -mail
Bruce D. Smith
Chief Financial Officer
Citi Trends, Inc.
104 Coleman Boulevard
Savannah , Georgia 31408

Re: Citi Trends,  Inc.
 Form 10-K for Fiscal Year Ended February 2, 2013
Filed April 17 , 2013
File No. 000 -51315

Dear Mr. Smith :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comment s.

Form 10-K for Fiscal Year Ended February 2, 2013

General

1. The Current Fiscal Year End field in the Company Data section of EDGAR is blank.
Please revise it to reflect your fiscal year end.

Consolidated Financial Statements
Consolidated  Statements of Operations, page F -6

2. You have a separate line item on the face of your statement of operations for depreciation
and amortization.  Please revise your footnote disclosure in future filings to clarify
whether or not you allocate a portion of your depreciation and amortization to cost of
sales.  If you do not allocate a portion to cost of sales, please remove the gross profit
subtotal from your future filings and relabel the cost of sales line item throughout the

Bruce D. Smith
Citi Trends,  Inc.
January 22 , 2014
Page 2

 filing to indicate that it excl udes depreciation and amortization.  Refer to SAB Topic
11:B.  Please provide us your proposed disclosure.

Note 2. Summary of Significant Accounting Policies
(j) Cost of Sales, page F -10

3. For the costs associated with your distribution center that are excluded from cost of sales,
please tell us the related amounts for each period presented and explain how you
concluded that these amounts were not directly or indirectly incurred in bringing an
article to its existing condition and location – the store fr om which it will be sold.  Refer
to ASC 330 -10-30-1.  In future filings, please also disclose the amounts of distribution
costs excluded from cost of sales in each period presented, if material.  Please provide us
your proposed disclosure.

(q) Business Re porting Segments, page F -11

4. On page 4, you disclose your merchandise assortment by classification.  In future filings,
please similarly disclose in your segment footnote your revenues from external customers
by merchandise classification.  Refer to ASC 280-10-50-40.  Please provide us your
proposed disclosure.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and  all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not f oreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Bruce D. Smith
Citi Trends,  Inc.
January 22 , 2014
Page 3

 You may contact Suying Li  at (202) 551 -3335  or Rufus Decker, Branch Chief,  at (202)
551-3769  if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

 /s/ Rufus Decker for

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