SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 29, 2025

Heather Plutino
Chief Financial Officer
Citi Trends, Inc.
104 Coleman Boulevard
Savannah, Georgia 31408

 Re: Citi Trends, Inc.
 Form 10-K for Fiscal Year Ended February 1, 2025
 File No. 001-41886
Dear Heather Plutino:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 28, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade and Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Suying Li and Rufus Decker

 Re:
 Citi Trends, Inc.

 Form 10-K for Fiscal Year Ended February 1, 2025

 Item 2.02 Form 8-K dated June 3, 2025

 Response dated July 2, 2025

 File No. 001-41886

 Dear Ms. Li and Mr. Decker:

 We hereby respond to the comments
of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission"), as set forth in the Staff's
letter of comments dated July 14, 2025 (the "Comment Letter"), to the above referenced filings of Citi Trends, Inc. (the "Company").
The Company has filed, via EDGAR, this letter (tagged Correspondence).

 The Company has the following
response to the Staff's comment in the Comment Letter. For your convenience, we have reproduced in italics below the comment from
the Comment Letter with the response following.

 Item 2.02 Form 8-K dated June 3, 2025

 Exhibit 99.1

 1. We note your response to the second bullet
point of prior comment 2. In your proposed revised disclosure, you present net income flowthrough as adjusted, which appears to be a non-GAAP
measure. Please provide all of the disclosures required by Item 10(e) of Regulation S-K. Also, the most directly comparable GAAP measure
to adjusted EBITDA flowthrough is net income flowthrough and not total sales. In addition, please remove your disclosures implying that
a non-GAAP measure reflects operating results that are more indicative of your ongoing operating performance while improving comparability
to prior and future periods than a GAAP measure. Finally, disclose the additional purpose, if any, for which your management uses the
adjusted EBITDA flowthrough measure. Refer to Item 10(e)(1)(i)(B) and (D) of Regulation S-K and Question 103.02 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.

 The Company respectfully acknowledges
the Staff's comment and agrees that the most directly comparable GAAP measure to adjusted EBITDA flowthrough is Net Income flowthrough.
By way of illustration, the Company provides the below example as if this had been included in its earnings release furnished as Exhibit
99.1 to its Form 8-K filed June 3, 2025:

 Financial Highlights – First Quarter
2025

 ·
 Net Income flowthrough of 28%, from total sales increase of $15.4 million versus last year and Net Income increase of $4.3 million

 ·
 Adjusted Net Income flowthrough* of 26%, from total sales increase of $15.4 million versus last year and Adjusted Net Income* increase of $4.08 million

 ·
 Adjusted EBITDA Flowthrough* of 40%, above Company expectations, from total sales increase of $15.4 million versus last year and adjusted EBITDA* increase of $6.2 million

 The Company included reconciliations
for both Adjusted Net Income and Adjusted EBITDA to their most directly comparable GAAP measure, Net Income, for both periods presented
as part of Exhibit 99.1 to its Form 8-K file June 3, 2025. As such, the period over period increases presented in the flowthrough calculations
above are reconciled to the most directly comparable GAAP measure.

 Additionally, the
Company respectfully acknowledges the Staff's comment regarding the disclosure of usefulness of non-GAAP measures, including
the adjusted EBITDA flowthrough measure, and advises the Staff that, in the Company's future earnings releases furnished under
Item 2.02 of Form 8-K, the Company will remove the statement that non-GAAP financial measures are "more indicative" of
the Company's ongoing operating performance. Below is the suggested language to be included in future earnings releases or
other current or periodic reports where non-GAAP measures, including the adjusted EBITDA flowthrough measure, are presented:

 "The Company sometimes use financial
measures that are derived from the consolidated financial statements but that are not presented in accordance with GAAP to understand
and evaluate the Company's current operating performance and to allow for period-to-period comparisons. The Company believes these
non-GAAP financial measures may also provide useful information to investors and others. These non-GAAP measures may not be comparable
to similarly titled non-GAAP measures of other companies and should be considered in addition to and not as a substitute for or superior
to, any measure of performance, cash flow or liquidity prepared in accordance with GAAP. The Company is providing a reconciliation of
reported non-GAAP financial measures to their comparable financial measures on a GAAP basis."

 ***

 Sincerely,

 /s/ Heather Plutino

 Heather Plutino

 Chief Financial Officer

 2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 14, 2025

Heather Plutino
Chief Financial Officer
Citi Trends, Inc.
104 Coleman Boulevard
Savannah, Georgia 31408

 Re: Citi Trends, Inc.
 Form 10-K for Fiscal Year Ended February 1, 2025
 Item 2.02 Form 8-K dated June 3, 2025
 Response dated July 2, 2025
 File No. 001-41886
Dear Heather Plutino:

 We have reviewed your July 2, 2025 response to our comment letter and
have the
following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 5,
2025 letter.

Item 2.02 Form 8-K dated June 3, 2025
Exhibit 99.1

1. We note your response to the second bullet point of prior comment 2. In
your
 proposed revised disclosure, you present net income flowthrough as
adjusted, which
 appears to be a non-GAAP measure. Please provide all of the disclosures
required by
 Item 10(e) of Regulation S-K. Also, the most directly comparable GAAP
measure to
 adjusted EBITDA flowthrough is net income flowthrough and not total
sales. In
 addition, please remove your disclosures implying that a non-GAAP
measure reflects
 operating results that are more indicative of your ongoing operating
performance
 while improving comparability to prior and future periods than a GAAP
measure.
 Finally, disclose the additional purpose, if any, for which your
management uses the
 adjusted EBITDA flowthrough measure. Refer to Item 10(e)(1)(i)(B) and
(D) of
 July 14, 2025
Page 2

 Regulation S-K and Question 103.02 of the Non-GAAP Financial Measures
 Compliance and Disclosure Interpretations.
 Please contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769
if you
have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 2, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade and Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Suying Li and Rufus Decker

 Re: Citi Trends, Inc.

 Form 10-K for Fiscal
Year Ended February 1, 2025

 Item 2.02
 Form 8-K dated March 18, 2025

 Item   2.02 Form 8-K dated June 3, 2025

 Dear Ms. Li and Mr. Decker:

 We hereby respond to the comments
of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission"), as set forth in the Staff's
letter of comments dated June 5, 2025 (the "Comment Letter"), to the above referenced filings of Citi Trends, Inc.
(the "Company"). The Company has filed, via EDGAR, this letter (tagged Correspondence).

 The Company has the following
responses to the Staff's comments in the Comment Letter. For your convenience, we have reproduced in italics below each comment
from the Comment Letter with the response following.

 Item 2.02 Form 8-K dated March 18,
2025

 Exhibit 99.1

 Reconciliation of Non-GAAP Financial Measures

 1. Please breakout the other non-recurring
expenses line item into smaller components in your non-GAAP reconciliations. Tell us and disclose the nature of the underlying amounts
recorded in each period presented in the broken out other non-recurring expenses, one-time strategic costs, payroll and bonus accrual
adjustments, and CEO transition expenses line items. Also, tell us your consideration of Question 100.01 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations in determining the appropriateness of these non-GAAP adjustments.

 The Company respectfully acknowledges the Staff's
comment and advises the Staff that, in the Company's future earnings releases furnished under Item 2.02 of Form 8-K, it will
break out the other non-recurring expenses line items into smaller components in its non-GAAP reconciliations.

 As further described below, the Company respectfully
advises the Staff that the other non-recurring expenses consist of costs associated with response to significant shareholder requests
and inquiries, severance and related costs associated with the departure of key executives and CEO-led organizational changes, and expenses
related to the Company's response to the cyber disruption it experienced in January 2023.

 By way of illustration, the Company provides in
the tables below a break-out of "Other non-recurring expenses" included in its earnings release furnished as Exhibit 99.1
to its Form 8-K filed March 18, 2025.

 Fourth Quarter

 February 1, 2025
 February 3, 2024

 Severance and related costs
 $ 653
 $ -

 Shareholder matters
 50
 334

 Other non-recurring expenses
 $ 703
 $ 334

 Fiscal Year

 February 1, 2025
 February 3, 2024

 Shareholder matters
 $ 1,746
 $ 334

 Severance and related costs
 653
 -

 Cyber incident expenses
 36
 -

 Other non-recurring expenses
 $ 2,435
 $ 334

 The Company considered Question 100.01 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations and believes that these adjusted costs do not represent normal,
recurring, cash operating expenses necessary to operate the Company's business and, accordingly, excluding these amounts from the
applicable non-GAAP financial measures does not cause those measures to be misleading. The Company describes below in detail the nature
and composition of each of the other non-recurring expenses, one-time strategic costs, payroll and bonus accrual adjustments, and
CEO transition expenses.

 Background on Organizational Changes

 In June 2024, Ken Seipel was appointed as
Interim CEO, and subsequently as permanent CEO in November 2024 and Chairman of the Board of Directors in April 2025. These
events mark the first leadership change in the CEO position experienced by the Company since Q1 2020. Upon his appointment as Interim
CEO, Mr. Seipel launched a turnaround strategy designed to stabilize operations, improve profitability, and refocus on the Company's
core customer. This multi-phase initiative, described as "repair, execute, and optimize", included enhancements to merchandising
capabilities, improved supply chain efficiency, improved store-level operational discipline and restructuring of certain functions to
streamline decision-making and eliminate non-core expenditures. These activities resulted in costs, described throughout this letter,
that were outside the normal operations of the Company.

 2

 The CEO transition and subsequent company-wide
turnaround activities represent foundational strategic changes to reposition the Company for sustained profitability. Accordingly, the
Company respectfully submits that due to the infrequent nature of these events and because these costs are not reflective of the Company's
recurring operational performance, these associated costs are outside of the normal cost of operating the business and thus are appropriate
to be excluded from its non-GAAP metrics.

 Other non-recurring expenses

 · Significant shareholder requests and inquiries

 o The Company incurred legal and consulting fees related to a books and records demand received from a significant
shareholder in Q4 2023. Subsequent discussions with the Company's significant shareholder led to the negotiation and execution of
a cooperation agreement in Q1 2024, which was later amended and restated in Q1 2025. The Company has not experienced shareholder engagement
of this nature since prior to fiscal year 2020. As such, the Company considers the costs associated with these activities to be distinct
from the Company's normal, historical operations and appropriate exclusions from its non-GAAP metrics.

 · Severance and related costs

 o The Company incurred severance and related costs in connection with the departure of key executives resulting
from the CEO transition and subsequent implementation of CEO-led organizational changes as described in the "Background on Organizational
Changes" section of this letter. The Company considers these costs to be distinct from the Company's normal, historical operations
and appropriate exclusions from its non-GAAP metrics.

 · Cyber incident expenses

 o The Company experienced a cyber disruption of its back office and distribution center IT systems in January 2023,
which was followed by related lawsuits against the Company in the second half of fiscal year 2023. In fiscal year 2024 the Company incurred
third-party consulting and legal counsel fees associated with its defense against this litigation. Due to the historically infrequent
nature of cyber disruptions and related legal matters, the Company considers these costs to be distinct from the Company's normal,
historical operations and appropriate exclusions from its non-GAAP metrics.

 3

 One-time strategic costs

 · 2 nd Half Contribution Awards

 o In recognition of employee contributions to the execution of the Company's turnaround efforts as
described in the "Background on Organizational Changes" section of this letter and the significant progress made in the second
half of the year, the Company awarded a performance-based bonus to employees identified as key contributors to the Company's turnaround
efforts. This bonus was a discretionary, non-recurring payment directly tied to the turnaround activities and not part of the Company's
standard annual compensation program. The Company adjusted for this cost in its normalized adjusted EBITDA measure to maintain consistency
in evaluating the underlying performance of the Company's operations before the impact of the one-time incentive compensation.

 · Consulting expenses

 o The Company incurred consulting costs in support of the "repair" phase of the Company's
turnaround efforts as described in the "Background on Organizational Changes" section of this letter, which consisted of a
customer and market insight study and consulting services to improve supply chain efficiency and store-level operational discipline. These
costs were not reflective of the Company's recurring operational performance and the Company believes these expenses are appropriate
exclusions from its non-GAAP metrics.

 Payroll and bonus accrual adjustments

 The Company recognized the profit-and-loss statement
impact of PTO accrual adjustments resulting from revisions to PTO policies, including the accrual schedule for hourly associates in fiscal
year 2024 and a change to unlimited PTO for salaried associates in fiscal year 2023. Due to the infrequent nature of fundamental changes
to the PTO policy, the Company considers the costs associated with these activities to be distinct from the Company's normal, historical
operations and appropriate exclusions from its non-GAAP metrics.

 CEO transition expenses

 The Company incurred costs associated with the
hiring of a new CEO as discussed in the "Background on Organizational Changes" section of this letter, which consisted of
executive search costs, a cash and equity sign-on bonus, and severance payments to the former CEO. The Company considers the costs associated
with the CEO transition to be distinct from the Company's normal, historical operations and appropriate exclusions from its non-GAAP
metrics.

 4

 Item 2.02 Form 8-K dated June 3,
2025

 Exhibit 99.1

 2. You present several non-GAAP financial
measures in your earnings release. Please address the following:

 · Present and discuss net income with equal
or greater prominence when you present and discuss adjusted EBITDA in the headline. Refer to Item 10(e)(1)(i)(A) of Regulation S-K
and Question 102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

 The Company respectfully acknowledges the Staff's
comment and advises the Staff that, in the Company's future earnings releases furnished under Item 2.02 of Form 8-K, it will
present and discuss net income with equal or greater prominence when presenting and discussing adjusted EBITDA.

 By way of illustration, the Company provides the
below example as if this had been included in its earnings release furnished as Exhibit 99.1 to its Form 8-K filed June 3,
2025:

 CITI TRENDS ANNOUNCES FIRST QUARTER FISCAL 2025
RESULTS

 Comparable store sales growth of 9.9%; Two-year
stack of 13.0%

 Total year-over-year sales growth of 8.3%,
or $15.4 million, to $201.7 million

 Net Income of $0.9 million, $1.4 million
as adjusted* vs. net loss of $3.4 million, ($2.7) million as adjusted* in Q1 last year

 Adjusted EBITDA* of $5.4 million, $6.2 million
higher than prior year

 Balance sheet continues to have ample
liquidity and no debt

 Company raises Fiscal 2025 Outlook

 · Present and discuss net income flowthrough
with equal or greater prominence when you present and discuss adjusted EBITDA flowthrough in the Financial Highlights – First Quarter
2025. Also, provide all of the disclosures required by Item 10(e) of Regulation S-K.

 The Company respectfully acknowledges the Staff's
comment and advises the Staff that, in the Company's future earnings releases furnished under Item 2.02 of Form 8-K, it will
present and discuss net income flowthrough with equal or greater prominence when discussing and presenting adjusted EBITDA flowthrough.

 By way of illustration, the Company provides the
below example as if this had been included in its earnings release furnished as Exhibit 99.1 to its Form 8-K filed June 3,
2025:

 5

 Financial Highlights –
First Quarter 2025

 · Net Income flowthrough of 28%, 26% as adjusted*

 · Adjusted EBITDA Flowthrough* of 40%, above
Company expectations, from total sales increase of $15.4 million versus last year and adjusted EBITDA* increase of $6.2 million

 Additionally, the Company will provide the additional
disclosures required by Item 10(e) of Regulation S-K for this measure to the extent it is used in future earnings releases, including
a reconciliation to the most directly comparable GAAP measure, as well as disclosing the reasons why the Company's management believes
that presentation of this non-GAAP financial measure provides useful information to investors regarding the Company's financial
condition and results of operations.

 In this instance, the Company reconciled adjusted
EBITDA flowthrough to total sales, the most directly comparable financial measure presented in accordance with GAAP, within the text of
the earnings release.

 The Company believes the adjusted EBITDA flowthrough
financial measure reflects operating results that are more indicative of the Company's ongoing operating performance while improving
comparability to prior and future periods, and as such, may provide investors with an enhanced understanding of the Company's past
financial performance and prospects for the future. The Company will include such reasons for the use of this non-financial measure, to
the extent used, in the schedules to future earnings release.

 · Breakout the other non-recurring expenses
line item into smaller components in your non-GAAP reconciliations. Tell us and disclose the nature of the underlying amounts recorded
in each period presented in the broken out other non-recurring expenses and cyber incident expenses line items. Also, tell us your consideration
of Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations in determining the appropriateness of
these non-GAAP adjustments.

 The Company respectfully acknowledges the Staff's
comment and advises the Staff that in the Company's future earnings releases furnished under Item 2.02 of Form 8-K, it will
break out the other non-recurring expenses line items into smaller components in its non-GAAP reconciliations.

 The Company respectfully advises the Staff that
the other non-recurring expenses consist of costs associated with response to significant shareholder requests and inquiries, severance
and related costs associated with the departure of key executives and CEO-led organizational changes and a lease termination fee.

 6

 By way of illustration, the Company provides in
the table below a break-out of "Other non-recurring expenses" included in its earnings release furnished as Exhibit 99.1
to its Form 8-K filed June 3, 2025.

 First Quarter

 May 3, 2025
 May 4, 2024

 Shareholder matters
 $ 175
 $ 1,380

 Severance and related costs
 320
 -

 Lease termination fee
 390
 -

 Other non-recurring expenses
 $ 885
 $ 1,380

 The Company considered Question 100.01 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations and believes that these adjusted costs do not represent normal,
recurring, cash operating expenses necessary to operate the Company's business and, accordingly, excluding these amounts from the
applicable non-GAAP financial measures does not cause those measures to be misleading. The Company describes below in detail the nature
and composition of each of the other non-recurring expenses and cyber incident expenses.

 Other non-recurring expenses

 · Significant shareholder requests and inquiries

 o As discussed earlier in this letter, the Company received a books and records demand from a significant
shareholder in Q4 2023. Subsequent discussions with the Company's significant shareholder led to the negotiation and execution of
a cooperation agreement in Q1 2024, which was later amended and restated in Q1 2025. The Company has not experienced shareholder engagement
of this nature since prior to fiscal year 2020. As such the Company considers the costs associated with these activities to be distinct
from the Company's normal, historical operations and appropriate exclusions from its non-GAAP metrics.

 · Severance and related costs

 o The Company incurred severance and related costs in connection with the departure of key executives resulting
from the CEO transition and subsequent implementation of CEO-led organizational changes as described in the "Background on Organizational
Changes" section of this letter. The Company considers these costs to be distinc

CORRESP
 1
 filename1.htm

 June 18, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street N.E.

 Washington, DC 20549

 Attn: Suying Li and Rufus Decker

 Re: Citi Trends, Inc.

 Form 10-K for Fiscal Year Ended February 1,
2025

 Item 2.02 Form 8-K dated March 18, 2025

 Item 2.02 Form 8-K dated June 3, 2025

 Dear Ms. Li and Mr. Decker:

 We are in receipt of the comments of the staff
of the Securities and Exchange Commission (the "Staff") contained in its comment letter to Citi Trends, Inc., dated June 5,
2025 (the "Comment Letter"). As discussed with the Staff, we are writing to confirm that we will respond to the Comment Letter
by July 2, 2025.

 If you have any questions,
please do not hesitate to contact me.

 Sincerely,

 /s/ Heather Plutino

 Heather Plutino

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 2025

Heather Plutino
Chief Financial Officer
Citi Trends, Inc.
104 Coleman Boulevard
Savannah, Georgia 31408

 Re: Citi Trends, Inc.
 Form 10-K for Fiscal Year Ended February 1, 2025
 Item 2.02 Form 8-K dated March 18, 2025
 Item 2.02 Form 8-K dated June 3, 2025
Dear Heather Plutino:

 We have reviewed your filings and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Item 2.02 Form 8-K dated March 18, 2025
Exhibit 99.1
Reconciliation of Non-GAAP Financial Measures

1. Please breakout the other non-recurring expenses line item into smaller
components in
 your non-GAAP reconciliations. Tell us and disclose the nature of the
underlying
 amounts recorded in each period presented in the broken out other
non-recurring
 expenses, one-time strategic costs, payroll and bonus accrual
adjustments, and CEO
 transition expenses line items. Also, tell us your consideration of
Question 100.01 of
 the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations in
 determining the appropriateness of these non-GAAP adjustments.
Item 2.02 Form 8-K dated June 3, 2025
Exhibit 99.1

2. You present several non-GAAP financial measures in your earnings
release. Please
 address the following:
 Present and discuss net income with equal or greater prominence when
you
 June 5, 2025
Page 2

 present and discuss adjusted EBITDA in the headline. Refer to
 Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the
Non-GAAP
 Financial Measures Compliance and Disclosure Interpretations.
 Present and discuss net income flowthrough with equal or greater
prominence
 when you present and discuss adjusted EBITDA flowthrough in the
Financial
 Highlights First Quarter 2025. Also, provide all of the
disclosures required by
 Item 10(e) of Regulation S-K.
 Breakout the other non-recurring expenses line item into smaller
components in
 your non-GAAP reconciliations. Tell us and disclose the nature of
the underlying
 amounts recorded in each period presented in the broken out other
non-recurring
 expenses and cyber incident expenses line items. Also, tell us your
consideration
 of Question 100.01 of the Non-GAAP Financial Measures Compliance and
 Disclosure Interpretations in determining the appropriateness of
these non-GAAP
 adjustments.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
December 20, 2022
David N. Makuen
Chief Executive Officer
Citi Trends, Inc.
104 Coleman Boulevard
Savannah, Georgia 31408
Re:Citi Trends, Inc.
Form 10-K for the Fiscal Year Ended January 29, 2022
Filed April 14, 2022
File No. 000-51315
Dear David N. Makuen:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

December 19, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

Attn: Linda Cvrkel and Rufus Decker

Re:           Citi
Trends, Inc.

Form 10-K for the year ended December 31, 2021

Filed April 14, 2022

Form 8-K filed November 29, 2022

File No. 000-51315

Dear Ms. Cvrkel and Mr. Decker:

We hereby respond to the comment
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), as set forth in
the Staff’s letter dated December 9, 2022 (the “Comment Letter”), to the above referenced filing of Citi Trends, Inc.
(the “Company”). The Company has filed, via EDGAR, this letter (tagged Correspondence).

The Company has the following
response to the Staff’s comment in the Comment Letter. For your convenience, we have reproduced in italics below the comment from
the Comment Letter with the response following.

Form 8-K filed November 29, 2022

Exhibit 99.1

Reconciliation of GAAP Basis Operating Results
to Adjusted Non-GAAP Operating Results

 1. Please reconcile your non-GAAP measures to the most directly comparable GAAP measures without presenting
a non-GAAP income statement. Refer to Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations..

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and confirms that in future filings, it will reconcile its non-GAAP measures to the most directly comparable
GAAP measures without presenting a non-GAAP income statement.

If you have any questions,
please do not hesitate to contact me at 912-414-6767.

  Very truly yours,

  /s/ Heather Plutino

  Heather Plutino

  Chief Financial Officer

United States securities and exchange commission logo
December 9, 2022
David N. Makuen
Chief Executive Officer
Citi Trends Inc
104 Coleman Boulevard
Savannah, Georgia 31408
Re:Citi Trends Inc
Form 10-K for the year ended December 31, 2021
Filed April 14, 2022
Form 8-K filed November 29, 2022
File No. 000-51315
Dear David N. Makuen:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 8-K filed November 29, 2022
Exhibit 99.1
Reconciliation of GAAP Basis Operating Results to Adjusted Non-GAAP Operating Results
1.Please reconcile your non-GAAP measures to the most directly comparable GAAP
measures without presenting a non-GAAP income statement.  Refer to Question 102.10 of
the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameDavid N. Makuen
 Comapany NameCiti Trends Inc
 December 9, 2022 Page 2
 FirstName LastName
David N. Makuen
Citi Trends Inc
December 9, 2022
Page 2
            You may contact Linda Cvrkel at (202) 551-3813 or Rufus Decker at (202) 551-
3769 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

The Atlantic Building

950 F Street, NW

Washington, DC  20004-1404

202-239-3300 | Fax: 202-654-4952

Dennis O. Garris

Direct Dial:   202-239-3452

Email:   dennis.garris@alston.com

May 4, 2017

David L. Orlic, Special Counsel

Office of Mergers and Acquisitions

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:                 Citi Trends, Inc.

Definitive Additional Soliciting Materials on Schedule 14A

Filed April 11, 2017

File No. 000-51315

Dear Mr. Orlic,

On behalf of our client, Citi Trends, Inc., a Delaware corporation (“Citi Trends” or the “Company”), we are writing to respond to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated April 24, 2017 in connection with your review of the Definitive Additional Soliciting Materials on Schedule 14A filed by the Company with the Commission on April 11, 2017 (the “Company’s Additional Soliciting Materials”).  For ease of reference, the text of the Staff’s comment is set forth in this letter in bold with our response immediately following the bolded comment.

1.              Please provide support for the following statements and consider providing more detailed disclosure to shareholders regarding the composition of the referenced, apparently varied peer groups:

·                  “The Company has generated a total stockholder return of 50.3% over the past five years, a period during which many of our small-cap, specialty retail peers experienced significant declines or financial restructurings.”

·                  “The Board’s Shift in Strategy has allowed the Company to Outperform its Peers.”

·                  “Benchmarked against other small-cap retail apparel companies, Citi Trends’ total stockholder returns have consistently outperformed its peers on a 1-, 3- and 5-year basis.”

·                  “The Company’s gross margin, operating margin and adjusted EBITDA have all showed significant growth compared to its small-cap retail apparel peers.”

·                  “Over the last five years, Citi Trends has delivered a total stockholder return of 50.3%, compared to 25.1% from the S&P 600 Retailing Index and a negative 34.3% from Citi Trends’ peers.”

·                  “After successfully pivoting out of a downturn that claimed some of its specialty retail peers, Citi Trends has a proven, well-defined strategy to position the Company for higher growth and higher value.”

Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C.

In response to the Staff’s comment, the Company’s peer group referenced in each of the above statements is the peer group set forth in the Company’s proxy statement on Schedule 14A for the 2017 annual meeting of stockholders filed by the Company with the Commission on April 3, 2017.  This peer group was approved by the Board of Directors of the Company in August 2016 and is comprised of Boot Barn Holdings, Inc. (BOOT), The Buckle Inc. (BKE), The Cato Corporation (CATO), Christopher & Banks Corporation (CBK), Destination Maternity Corporation (DEST), Destination XL Group, Inc. (DXLG), Five Below, Inc. (FIVE), Francesca’s Holdings Corporation (FRAN), Gordmans Store’s Inc. (GMAN), Hibbett Sports, Inc. (HIBB), New York & Company, Inc. (NWY), Shoe Carnival, Inc. (SCVL), Stage Stores, Inc. (SSI), Stein Mart, Inc. (SMRT), Tilly’s, Inc. (TLYS), and Zumiez Inc. (ZUMZ) (collectively, the “Peer Group”); provided, however, solely with respect to the statement in bullet four above, GMAN is not included within the Peer Group because it filed for bankruptcy on March 13, 2017.  All of this information is publicly available.  We note that additional information regarding the Peer Group and the statements above, all based on public information has been made publicly available by the Company in the investor presentation filed by the Company with the Commission on April 27, 2017 as Definitive Additional Soliciting Materials on Schedule 14A (the “Investor Presentation”).

·                  “The Company has generated a total stockholder return of 50.3% over the past five years, a period during which many of our small-cap, specialty retail peers experienced significant declines or financial restructurings.”

·                  “Benchmarked against other small-cap retail apparel companies, Citi Trends’ total stockholder returns have consistently outperformed its peers on a 1-, 3- and 5-year basis.”

·                  “Over the last five years, Citi Trends has delivered a total stockholder return of 50.3%, compared to 25.1% from the S&P 600 Retailing Index and a negative 34.3% from Citi Trends’ peers.”

The references to Citi Trends’ total stockholder return in the three statements above are supported by publicly available information set forth in the table attached hereto as Exhibit A, which provides the total stockholder return for the Company, the Peer Group and the S&P 600 Retailing Index for the 1-, 3- and 5-year periods ended March 8, 2017.  Specifically, Exhibit A illustrates that, for the 5-year period from March 8, 2012 to March 8, 2017, the Company delivered a total stockholder return of 50.3%.

·                  “The Company has generated a total stockholder return of 50.3% over the past five years, a period during which many of our small-cap, specialty retail peers experienced significant declines or financial restructurings.”

The statement above is supported by Exhibit A, which illustrates the decline in total stockholder return of many members of the Peer Group.  Specifically, for the 5-year period ended March 8, 2017, Citi Trends’ outperformed all but one of its Peer Group constituents, Shoe Carnival, Inc.  In addition, over the same 5-year period, for 11 of the 13 members of the Peer Group for which data is available, the total stockholder returns are negative.  The statement is also supported by the fact that over the past five years, three of the companies that had previously been included in the Company’s proxy peer group have been removed because such companies have declared bankruptcy — Body Central Corp. in 2015, The Wet Seal, Inc. in 2015 and Pacific Sunwear of California, Inc. in 2016.

·                  “The Board’s Shift in Strategy has allowed the Company to Outperform its Peers.”

2

·                  “Benchmarked against other small-cap retail apparel companies, Citi Trends’ total stockholder returns have consistently outperformed its peers on a 1-, 3- and 5-year basis.”

·                  “Over the last five years, Citi Trends has delivered a total stockholder return of 50.3%, compared to 25.1% from the S&P 600 Retailing Index and a negative 34.3% from Citi Trends’ peers.”

The statements above are supported by Exhibit A, which illustrates that the Company’s total stockholder returns have outperformed the median total stockholder returns for the Peer Group on a 1-, 3- and 5-year basis and outperformed the S&P 600 Retailing Index on a 3- and 5-year basis.

·                  “The Company’s gross margin, operating margin and adjusted EBITDA have all showed significant growth compared to its small-cap retail apparel peers.”

The statement above is supported by publicly available information set forth in the table attached hereto as Exhibit B, which provides the gross margin, operating margin and adjusted EBITDA for the Company and its Peer Group constituents (not including GMAN, which filed for bankruptcy on March 13, 2017) for fiscal years 2012 through 2016.  Specifically, Exhibit B illustrates that:

o                 The Company’s gross margin improved from 34.8% for fiscal year 2012 to 38.4% for fiscal year 2016.  Over that same period, the mean gross margin for its Peer Group dropped from 37.6% to 35.5% and the median gross margin for its Peer Group dropped from 36.1% to 34.8%.

o                 The Company’s operating margin improved from -0.7% for fiscal year 2012 to 2.7% for fiscal year 2016.  Over that same period, the mean operating margin for its Peer Group fell from 8.5% to 4.1% and the median operating margin for its Peer Group fell from 6.6% to 3.8%.

o                 The Company’s adjusted EBITDA increased from 3.1% for fiscal year 2012 to 5.2% for fiscal year 2016.  Over that same period, the mean adjusted EBITDA for its Peer Group decreased from 11.4% to 8.2% and the median adjusted EBITDA for its Peer Group decreased from 9.8% to 7.9%.

·                  “After successfully pivoting out of a downturn that claimed some of its specialty retail peers, Citi Trends has a proven, well-defined strategy to position the Company for higher growth and higher value.”

The statement above is supported by publicly available information set forth in Exhibit C, which highlights the abovementioned bankruptcies of three of the Company’s former proxy peers — Body Central Corp., The Wet Seal, Inc. and Pacific Sunwear of California, Inc.  Exhibit C also illustrates that since 2012 (the year the Company initiated a change in strategy in response to a sector downturn and changes in its market), total stockholder returns were negative for most of the Company’s 2012 proxy peers for the 5-year period ended March 8, 2017 — namely, bebe stores, Inc., Stage Stores, Inc., Destination Maternity Corporation, The Buckle, Inc., Christopher & Banks Corporation, Zumiez Inc., New York & Company, Inc., Destination XL Group, Inc., and Finish Line Inc. — while the Company’s total stockholder return for the same period was 50.3%.

3

Thank you for your consideration of the Company’s response to the Staff’s comment and we appreciate your review and assistance.  If you have any questions regarding this response, please do not hesitate to contact me at (202) 239-3452.

Sincerely,

/s/ Dennis O.   Garris

Dennis O. Garris

cc:                                R. Edward Anderson

Citi Trends, Inc.

4

Exhibit A

Start   Date

3/8/2016

3/8/2014

3/8/2012

End   Date

3/8/2017

3/8/2017

3/8/2017

2017 Proxy Peers

Ticker

1Y TSR
   (3/8/2016 -
   3/8/2017)

3Y TSR
   (3/8/2014 -
   3/8/2017)

5Y TSR
   (3/8/2012 -
   3/8/2017)

Boot Barn   Holdings, Inc.

BOOT

(5.2)%

The Buckle Inc.

BKE

(37.4)%

(53.3)%

(46.1)%

The Cato   Corporation

CATO

(35.2)%

(13.8)%

7.7%

Christopher   & Banks Corporation

CBK

(23.2)%

(78.5)%

(35.2)%

Destination   Maternity Corporation

DEST

(43.4)%

(80.9)%

(68.4)%

Destination XL   Group, Inc.

DXLG

(47.9)%

(56.8)%

(24.6)%

Five Below, Inc.

FIVE

1.8%

0.9%

Francesca’s   Holdings Corporation

FRAN

(11.0)%

(19.0)%

(33.5)%

Gordmans Stores,   Inc.

GMAN

(94.0)%

(97.7)%

(98.7)%

Hibbett Sports,   Inc.

HIBB

(24.5)%

(52.4)%

(45.4)%

New York &   Company, Inc.

NWY

(11.2)%

(47.9)%

(31.5)%

Shoe Carnival,   Inc.

SCVL

7.3%

(2.3)%

61.5%

Stage Stores,   Inc.

SSI

(71.9)%

(89.2)%

(82.0)%

Stein Mart, Inc.

SMRT

(61.9)%

(66.9)%

(18.4)%

Tilly’s, Inc.

TLYS

42.0%

(1.8)%

Zumiez Inc.

ZUMZ

0.0%

(13.4)%

(34.3)%

2017   Peer Group Median

(23.8)%

(52.4)%

(34.3)%

Citi   Trends, Inc.

CTRN

(9.5)%

7.4%

50.3%

S&P   600 Retailing Index

SP424(1)

0.4%

(14.7)%

25.1%

Source: FactSet

(1) FactSet Ticker for S&P 600 Retailing Index

Exhibit B

Gross Margin %

Fiscal

Company

2012

2013

2014

2015

2016

Hibbett Sports,   Inc.

36.5%

36.3%

35.8%

35.3%

34.8%

Francesca’s   Holdings Corporation

53.5%

51.7%

47.0%

47.%7

46.9%

Five Below, Inc.

35.8%

35.1%

35.0%

35.1%

35.7%

Destination XL   Group, Inc.

46.2%

45.6%

45.9%

46.1%

45.5%

Boot Barn   Holdings, Inc.

n/a

33.4%

33.1%

31.5%

29.7%

The Buckle, Inc.

44.4%

44.3%

44.0%

43.0%

40.7%

The Cato   Corporation

38.4%

37.9%

39.1%

39.0%

37.1%

Christopher   & Banks Corporation

29.4%

34.7%

35.3%

33.7%

33.6%

Destination   Maternity Corporation

54.1%

53.9%

48.5%

49.3%

52.4%

New York &   Company, Inc.

27.4%

28.1%

27.1%

27.9%

28.4%

Shoe Carnival,   Inc.

30.1%

29.3%

29.1%

29.5%

28.9%

Stage Stores,   Inc.

28.2%

27.1%

27.5%

24.7%

20.7%

Stein Mart, Inc.

27.8%

29.1%

29.3%

28.3%

26.4%

Tilly’s, Inc.

31.6%

30.4%

30.0%

30.4%

29.6%

Zumiez Inc.

43.5%

43.5%

43.3%

42.2%

42.0%

Mean

37.6%

37.4%

36.7%

36.3%

35.5%

Median

36.1%

35.1%

35.3%

35.1%

34.8%

Citi   Trends, Inc.

34.8%

36.6%

37.6%

39.0%

38.4%

Operating Margin %

Fiscal

Company

2012

2013

2014

2015

2016

Hibbett Sports,   Inc.

14.2%

13.4%

12.9%

11.9%

9.9%

Francesca’s   Holdings Corporation

26.3%

21.8%

14.0%

14.2%

13.9%

Five Below, Inc.

9.0%

10.0%

11.3%

11.2%

11.4%

Destination XL   Group, Inc.

3.5%

(3.5)%

(2.1)%

(1.2)%

0.2%

Boot Barn   Holdings, Inc.

n/a

n/a

8.4%

6.2%

5.7%

The Buckle, Inc.

23.0%

22.8%

22.3%

20.5%

15.7%

The Cato   Corporation

10.1%

8.8%

8.9%

9.5%

4.4%

Christopher   & Banks Corporation

(3.7)%

2.0%

2.2%

(2.9)%

(4.9)%

Destination   Maternity Corporation

6.6%

7.0%

(3.6)%

(1.2)%

(1.0)%

New York &   Company, Inc.

0.2%

0.3%

(1.7)%

(0.9)%

(1.7)%

Shoe Carnival,   Inc.

5.7%

4.9%

4.5%

4.7%

3.8%

Stage Stores,   Inc.

4.3%

2.7%

3.9%

0.5%

(4.0)%

Stein Mart, Inc.

2.9%

3.2%

3.4%

3.1%

0.3%

Tilly’s, Inc.

6.7%

6.0%

4.5%

3.3%

3.4%

Zumiez Inc.

10.2%

10.1%

8.8%

5.7%

4.8%

Mean

8.5%

7.8%

6.5%

5.6%

4.1%

Median

6.6%

6.5%

4.5%

4.7%

3.8%

Citi   Trends, Inc.

(0.7)%

(0.1)%

1.7%

3.5%

2.7%

Adjusted EBITDA Margin %

Fiscal

Company

2012

2013

2014

2015

2016

Hibbett Sports,   Inc.

15.8%

15.0%

14.7%

13.7%

11.9%

Francesca’s   Holdings Corporation

28.7%

24.8%

18.1%

18.2%

17.9%

Five Below, Inc.

11.3%

12.6%

13.9%

13.8%

14.1%

Destination XL   Group, Inc.

7.4%

1.9%

3.7%

5.3%

7.0%

Boot Barn   Holdings, Inc.

n/a

n/a

11.7%

10.7%

8.8%

The Buckle, Inc.

26.0%

25.7%

25.0%

23.4%

19.0%

The Cato   Corporation

12.7%

11.5%

11.4%

11.9%

8.2%

Christopher   & Banks Corporation

(0.6)%

5.1%

5.1%

0.5%

(0.9)%

Destination   Maternity Corporation

9.2%

9.6%

2.0%

4.0%

5.0%

New York &   Company, Inc.

3.4%

3.8%

2.3%

2.5%

1.4%

Shoe Carnival,   Inc.

7.6%

7.0%

6.7%

7.2%

6.5%

Stage Stores,   Inc.

8.3%

8.0%

7.8%

6.6%

4.0%

Stein Mart, Inc.

4.9%

6.4%

6.3%

5.4%

3.0%

Tilly’s, Inc.

10.3%

10.3%

8.8%

8.1%

7.9%

Zumiez Inc.

14.6%

13.6%

13.1%

9.9%

8.5%

Mean

11.4%

11.1%

10.0%

9.4%

8.2%

Median

9.8%

9.9%

8.8%

8.1%

7.9%

Citi   Trends, Inc.

3.1%

3.5%

4.7%

6.3%

5.2%

Exhibit C

Since Shifting Our Strategy, Most of Our 2012 Proxy Peers Have Substantially Declined, Gone Bankrupt or Been Sold

Total Stockholder Return

Relevant
   Bankruptcies /
    Liquidations in
    Our Sector

2017

Bebe   Stores(2)
   Payless
   Rue21(3)

2016

Aéropostale
   Joyce Leslie
   PacSun

2015

Body   Central
   Deb Shops
   Simply Fashion
   Wet Seal

2014

Ashley   Stewart
   Conway / CW Price
   dELiA*s
   Dots
   Love Culture

CTRN 2012 Proxy Peers

(3/8/2012-3/8/2017)

Body Central

Declared Bankruptcy in 2015

The Wet Seal

Declared Bankruptcy in 2015

PacSun

Declared Bankruptcy in 2016

bebe stores

(92.0)%

Stage Stores

(82.0)%

Destination Maternity

(68.4)%

The Buckle

(46.1)%

Christopher & Banks

(35.2)%

Zumiez

(34.3)%

New York & Company

(31.5)%

Destination XL Group(1)

(24.6)%

The Finish Line

(24.0)%

The Cato Corporation

7.7%

Hot Topic

Acquired by Sycamore Partners in   2013

Jos. A. Bank Clothiers

Acquired by Men’s Wearhouse in   2014

rue 21

Acquired by Apax Partners in 2013

 Citi Trends

50.3%

(1) Formerly Casual Male Retail Group

(2) Recently announced plan to liquidate all merchandise and inventory and close all stores by the end of May 2017.

(3) Recently announced plan to close 400 stores. Per media reports the company has reached forbearance agreements with lenders and is facing default on some of its debt (Source: Reuters, http://www.reuters.com/article/

April 24 , 2017

Mr. R. Edward Anderson
Executive Chairman of the Board of Directors
Citi Trends, Inc.
104 Coleman Boulevard
Savannah, Georgia   31408

Re: Citi Trends, Inc.
Definitive Additional Soliciting Materials on Schedule 14A
Filed April 11 , 2017
File No.  000-51315

Dear Mr. Anderson :

We have reviewed your filing  and hav e the following comment . Please respond to this
letter 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 comment applies  to your fac ts
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 this comment , we may have additional comments.

1. Please p rovide suppo rt for the following statements  and consider providing more detailed
disclosure to shareholders regard ing the composition  of the referenced, apparently varied
peer groups :

 “The Company has generated a total stockholder return of 50.3% over the past five
years, a period during which many of our small -cap, specialty retail peers experienced
significant decline s or financial restructurings.”
 “The Board’s Shift in Strategy has allowed the Co mpany to Outperform its Peers.”
 “Benchmarked against other small -cap retail apparel companies, Citi Trends’ total
stockholder r eturns have consistently outperformed its peers  on a 1 -, 3- and 5 -year
basis.”
 “The Company’s gross margin, operating margin and adjusted EBITDA have all
showed significant growth compared to its s mall-cap retail apparel peers.”
 “Over the last five yea rs, Citi Trends has delivered a total stockholder return of 50.3%,
compared to 25.1% from the S&P 600 Retailing Index and a negative 34.3% from Citi
Trends’ peers.”

Mr. R. Edward Anderson
Citi Trends, Inc.
April 24 , 2017
Page 2
  “After successfully pivoting out of a downturn that claimed some of its specialty retail
peers, Citi Trends has a proven, well -defined strategy to position the Company for
higher growth and higher value.”

We remind you that the filing person (s) are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, com ments, action or absence of action by the staff.

You may contact me at (202) 551 -3503 if you have any questions .

Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

cc: Dennis O. Garris, Esq.
Alston & Bird  LLP

March 23 , 2017

Mr. Jonathan Duskin
CEO and PM
Macellum Capital Management, LLC
99 Hudson St., 5th Floor
New York, New York  10013

Re: Citi Trends, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed March 21 , 2017  by Macellum SPV III, LP  et al.
File No.  000-51315

Dear Mr. Duskin :

We have reviewed your filing and 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 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 to 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 comments.

General

1. Please revise to specify which three indivi duals are the Macellum nominees  and the class
to which each nominee will be designated. On the latter point, please revise your
disclosure on page 22 to reflect, if true, that the Class II nominee receiving the high est
number of affirmative votes will be elected as the Class II director  and the two Class III
nominees receiving the highest number of affirmative votes will be elected as the
Class  III directors.

2. Please provide support for the following statements:

 “We have substantial experience … assisting [consumer and retail companies] in
improving their long -term financial and stock price performance.”

Mr. Jonathan Duskin
Macellum Capital Management, LLC
Page 2
  Macellum has engaged in proxy contests that have “ effectuate [d] meaningful
change”

Background to the Solicitation , page 5

3. With respect to disclosure regarding the meeting on March 8, 2017, p lease provide
support for the assertion that the Compan y indicated that it would not commit to
appointing any new directors to the Board.   Please also clarify whether Mr.  Duskin
insisted that he be on the Board.

We Are Concerned with the Company’s Poor Corporate Governance, page 12

4. We note the statement that “ independent directors  … are only expected to attain stock
ownership with a fair market value equal to 2x the annual base cash retainer paid to
directors .”  The Company’s most recent Form 10 -K appears to indicate that the current
standard is 3x that amount.  Please revise , or adv ise otherwise .

We Are Concerned with the Lack of Relevant Skill -Set on the Board, page 12

5. Disclosure states that Mr. Anderson ’s “professional experience is only informed by his
15 years at the Company.”   The biography of Mr. Anderson appears to contradic t this.
Please revise , or advise otherwise .

Incorporation by Reference, page 25

6. Please specify the “other things ,” information about which will be provided in
accordance with Rule 14a -5(c) of Regulation 14A.

Form of Proxy

7. Please specify the other part icipants on whose behalf the solicitation is made.

We remind you that the filing person (s) are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

You may contact me at (202) 551 -3503 if you have any questions .

Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

Mr. Jonathan Duskin
Macellum Capital Management, LLC
Page 3
 cc: Elizabeth R. Gonzalez -Sussman , Esq.
Olshan Frome Wolosky LLP

February 7, 2014

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

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

Dear Mr. Smith :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who ar e 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 rules require.

Sincerely,

/s/Tia L. Jenkins

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

CORRESP
1
filename1.htm

(912) 443-2075

bsmith@cititrends.com

January 29, 2014

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Tia Jenkins, Senior Assistant Chief Accountant

Re:

Citi Trends, Inc. (the “Company”)

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

Filed April 17, 2013

File No. 000-51315

Dear Ms. Jenkins:

We hereby submit the Company’s response to the Staff’s comments conveyed in a letter to the Company dated January 22, 2014 in connection with the Staff’s review of the Company’s Form 10-K for fiscal year ended February 2, 2013.  For your convenience, we have reproduced the Staff’s comments in bold preceding our response.

In connection herewith, the Company hereby acknowledges the following:

·                  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 foreclose 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.

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.

Response:

We confirm that we have now inserted our fiscal year end in the Company Data section of EDGAR.

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

Response:

This will confirm that in future filings we will revise our footnote disclosure by adding the following statement at the end of the “Cost of Sales” section of footnote 2, “Summary of Significant Accounting Policies”:

“Depreciation and amortization are also not considered components of cost of sales and are included as a separate line item in the consolidated statements of operations.”

In addition, we will remove the gross profit subtotal and relabel the cost of sales line item to:  “Cost of Sales (exclusive of depreciation and amortization shown separately below)”.

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 from 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.

Response:

As requested, the costs associated with our distribution centers (excluding depreciation) were as follows for the years presented ($ in thousands):

Fiscal 2012

$

13,387

(2.0% of sales)

Fiscal 2011

$

12,276

(1.9% of sales)

Fiscal 2010

$

11,262

(1.8% of sales)

We have not included distribution costs within cost of sales, as we do not produce merchandise, perform any processing on the merchandise, or otherwise enhance the merchandise at the distribution centers.  The merchandise flows through the distribution centers either in the cartons in which it was received from our suppliers, or we break the quantities received into smaller quantities for stores.  This will confirm that in future filings we will revise the “Cost of Sales” section of footnote 2, “Summary of

2

Significant Accounting Policies”, to disclose the amount of distribution costs excluded from cost of sales in each period presented.  Combined with the response in 2. above, the new footnote will read as follows:

“Cost of sales includes the cost of inventory sold during the period and transportation costs, including inbound freight related to inventory sold and freight from the distribution centers to the stores, net of discounts and allowances.  Distribution center costs, store occupancy expenses and advertising expenses are not considered components of cost of sales and are included as part of selling, general and administrative expenses.  Depreciation and amortization are also not considered components of cost of sales and are included as a separate line item in the consolidated statements of operations.  Distribution center costs (exclusive of depreciation and amortization) for fiscal 2013, 2012 and 2011 were $xx million, $13.4 million and $12.3 million, respectively.”

(q) Business Reporting 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.

Response:

This will confirm that in future filings we will revise our footnote disclosure by adding the following statement at the end of the “Business Reporting Segments” section of footnote 2, “Summary of Significant Accounting Policies”:

“The Company’s merchandise assortment by classification as a percentage of net sales for fiscal 2013, 2012 and 2011 is as follows:”  This statement will then be followed by the same table as is shown on page 4 of Form 10-K.

If you have any questions regarding the Company’s responses to the Staff’s comments, please do not hesitate to contact me at (912) 443-2075.

Sincerely,

/s/ Bruce D. Smith

Bruce D. Smith

Chief Financial Officer

3

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

September 27, 2011

Via Email
R. David Alexander, Jr. Chief Executive Officer Citi Trends, Inc. 104 Coleman Blvd. Savannah, GA  31408
Re: Citi Trends, Inc.
 Form 10-K for Fiscal Year Ended January 29, 2011
Filed April 13, 2011 File No. 000-51315

Dear Mr. Alexander:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Brian K. Bhandari for

Tia Jenkins Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

(912) 443-2075

bsmith@cititrends.com

September 20, 2011

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Tia Jenkins, Senior Assistant Chief Accountant

Re:          Citi Trends, Inc. (the “Company”)

Form 10-K for Fiscal Year Ended January 29, 2011

Filed April 13, 2011

File No. 000-51315

Dear Ms. Jenkins:

We hereby submit the Company’s response to the Staff’s comment conveyed in a letter to the Company dated September 12, 2011 in connection with the Staff’s review of the Company’s Form 10-K for fiscal year ended January 29, 2011.  For your convenience, we have reproduced the Staff’s comment in bold preceding our response.

In connection herewith, the Company hereby acknowledges the following:

·                  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 foreclose 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.

Form 10-K filed April 13, 2011

We note you prominently display EBITDA in your management overview and consider such measure to be “[y]our most important operating statistic.”  Considering such measure is not mentioned anywhere else in your Exchange Act filings, in your press releases or during your investor conference calls, please (i) confirm in future filings you will revise your disclosure to explicitly clarify the reasons why you believe that presentation of EBITDA (and Adjusted EBITDA in your July 30, 2011 Form 10Q) provides useful information to investors regarding your financial condition and results of operations and (ii) provide us with draft disclosure of your planned revisions.  Refer to Item 10(e)(i)(C) of Regulation S-K.

This will confirm that in future filings we will revise our disclosure to explain why we believe EBITDA and Adjusted EBITDA provide useful information to investors regarding our financial condition and results of operations.

In that regard, we propose in future filings to include the following disclosure (modified as may be appropriate in light of developments from time to time):

“All of the statistics discussed above are critical components of earnings before interest, taxes, depreciation and amortization (“EBITDA”), which is our most important operating statistic and is, therefore, the key financial metric used to determine annual cash incentives for our named executive officers and certain other levels of management.  EBITDA is considered to be an important statistic because it provides greater transparency into our operating results and is a supplemental measure that is useful to investors, institutional lenders and management.  Adjusted EBITDA is considered important for the same reasons mentioned above for EBITDA, as it is comprised of EBITDA plus impairment charges, a non-cash expense similar in certain respects to depreciation and amortization.”

“Although EBITDA and Adjusted EBITDA provide useful information regarding operating results and operating cash flow, they are limited measures in that they exclude the impact of cash requirements for interest expense, income taxes and capital expenditures.  Therefore, EBITDA and Adjusted EBITDA should be used as supplements to results of operations and cash flows as reported under GAAP and should not be used as a singular measure of operating performance or as a substitute for GAAP results.  Provided below is a reconciliation of net income to EBITDA and to Adjusted EBITDA for fiscal years ended xxx, xxx and xxx:”

If you have any questions regarding the Company’s responses to the Staff’s comments, please do not hesitate to contact me at (912) 443-2075.

Sincerely,

/s/ Bruce D. Smith

Bruce D. Smith

Chief Financial Officer

2

September 12, 2011

Via Email
R. David Alexander, Jr. Chief Executive Officer Citi Trends, Inc. 104 Coleman Blvd. Savannah, GA  31408
Re: Citi Trends, Inc.
 Form 10-K for Fiscal Year Ended January 29, 2011
Filed April 13, 2011 File No. 000-51315

Dear Mr. Alexander:
 We have reviewed your filing and 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended January 29, 2011

 Management’s Discussion and Analysis

 Overview, page 20

1. We note you prominently display EBITDA in your management overview and consider
such measure to “[y]our most important operatin g statistic.”  Considering such measure is
not mentioned anywhere else in your Excha nge Act filings, in your press releases or
during your investor conference calls, please (i) confirm in future filings you will revise
your disclosure to explicitly clarify the r easons why you believe that presentation of
EBITDA (and Adjusted EBITDA in your July  30, 2011 Form 10-Q) provides useful
information to investors regarding your fina ncial condition and resu lts of operations and
(ii) provide us with draft di sclosure of your planned revisi ons.  Refer to Item 10(e)(i)(C)
of Regulation S-K.  We may have additiona l comments upon review of such disclosure.

R. David Alexander Jr.
Citi Trends, Inc. September 12, 2011 Page 2

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
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 federa l securities laws of  the United States.

You may contact Blaise R hodes at 202 551-3774 or Brian Bhandari at 202 551-3390 if
you have questions regarding comments on the fi nancial statements and related matters.

Sincerely,
   /s/ Brian K. Bhandari for
Tia Jenkins
Senior Assistant Chief Accountant

Mail Stop 3561
December 30, 2008
 R. Edward Anderson, Chief Executive Officer Citi Trends, Inc. 104 Coleman Boulevard Savannah, Georgia 31408

Re: Citi Trends, Inc.
Form 10-K for fiscal year ended February 2, 2008 Filed April 16, 2008  File No. 000-51315

Dear Mr. Anderson:
We have completed our review of your filings and have no further comments at this time.

Sincerely,
           John Reynolds
Assistant Director
cc:  Bruce D. Smith, CFO
Fax: (912) 443-3094

CORRESP
1
filename1.htm

[Citi Trends Inc. Letterhead]

(912) 443-2075

bsmith@cititrends.com

December 18, 2008

VIA EDGAR AND U.S. MAIL

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attn: John Reynolds, Assistant Director

  Re:

  Citi Trends, Inc. (the “Company”)

  Form 10-K for fiscal year ended February 2, 2008

  Filed April 16, 2008

  File No. 000-51315

Dear Mr. Reynolds:

We hereby submit the Company’s responses to the Staff’s comments
conveyed in a letter to the Company dated December 11, 2008 in connection
with the Staff’s review of the Company’s Form 10-K for fiscal year ended February 2,
2008.  For your convenience, we have
reproduced the Staff’s comment in bold preceding our response.

In connection herewith, the Company hereby acknowledges the following:

·                  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 foreclose 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.

104 Coleman Blvd., Savannah, Ga
31408 · (912) 236-1561 · Fax (912) 443-3674

Page 2

December 18, 2008

Proxy Statement Filed on April 23, 2008

Executive Compensation, page 16

1.              You disclose that
the CEO and compensation committee have established specific performance goals
to calculate annual incentive awards for fiscal year 2007 (as defined in your Form 10-K
for the year ended February 2, 2008), such as operating cash flows, gross
margin, etc.  The company, however, has
not provided quantitative disclosure of the performance targets to be achieved
for your named executive officers to earn their awards.  In future filings, please disclose the
specific performance targets used to determine incentive amounts or provide us
a supplemental analysis as to why it is appropriate to omit these targets pursuant
to Instruction 4 to Item 402(b) of Regulation S-K.  In addition, please tell us, within the
timeframe below, whether the company’s targets for the fiscal year 2008 are
expected to be materially different from those of fiscal year 2007.  To the extent that it is appropriate to omit
specific targets, please advise us of the disclosure that the company will
provide pursuant to Instruction 4 to Item 402(b) of Regulation S-K.

Response:

The Company
will update its future filings to expand the discussion in the Compensation
Discussion and Analysis to include quantitative disclosure of the terms of the
Operating Cash Flow goal to be achieved for the Named Executive Officers (“NEOs”)
to earn their annual bonus for the most recently completed fiscal year.
Operating Cash Flow is defined as earnings before interest, taxes, depreciation
and amortization.  In the next proxy
statement, the Company will disclose the specific Operating Cash Flow goal used
to establish a bonus matrix at the “threshold”, “target”, or “maximum” payout
levels for performance during the fiscal year ending January 31, 2009 (“Fiscal
2008”). The Operating Cash Flow goal is the sole measure used to determine
whether a bonus will be paid for Fiscal 2008 and which, to the extent achieved,
determines the range of the bonus opportunity for the NEOs.

The performance
targets for Fiscal 2008 differ from those for the year ended February 2,
2008 as a result of a decision by the Compensation Committee of the Board of
Directors of the Company to measure performance of the NEOs for purposes of their
annual bonus potential solely based on the Operating Cash Flow metric.  The “threshold,” “target” and “maximum”
Operating Cash Flow performance goals have also been adjusted based on
performance expectations of the Company for Fiscal 2008.

Page 3

December 18, 2008

If you have any questions regarding the Company’s responses to the
Staff’s comments, please do not hesitate to contact me at (912) 443-2075.  Please acknowledge receipt of this response
letter by stamping the enclosed additional copy of this letter and returning it
to my attention.

  Sincerely,

  /s/ Bruce D. Smith

  Bruce D. Smith

  Chief Financial Officer

  cc:

  Edwin Kim, Division of Corporation Finance

Mail Stop 3561
December 11, 2008
 R. Edward Anderson, Chief Executive Officer Citi Trends, Inc. 104 Coleman Boulevard Savannah, Georgia 31408

Re: Citi Trends, Inc.
Form 10-K for fiscal year ended February 2, 2008 Filed April 16, 2008  File No. 000-51315

Dear Mr. Anderson:
We have reviewed your filing and have the following comment.  In our comment we
have asked you to provide us with additional information so we may better understand your disclosure.  Please do so within the time frame set forth below.  You should comply with the comment in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply, within the time frame set forth below.  If you disagree, we will consider your explanation as to why our comment is inapplicable.  Please be as detailed as necessary in your explanation.  Please understand that after our review your response, we may raise additional comments.                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 comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Proxy Statement, Filed on April 23, 2008

Executive Compensation, page 16
1. You disclose that the CEO and compensation committee have established specific
performance goals to calculate annual incentive awards for fiscal year 2007 (as defined in your Form 10-K as the year ended February 2, 2008), such as operating cash flows, gross margin, etc.  The company, however, has not provided quantitative disclosure of the performance targets to be achieved for your named executive officers to earn their

R. Edward Anderson, Chief Executive Officer
Citi Trends, Inc. December 11, 2008
Page 2
awards.  In future filings, please disclose the specific performance targets used to determine incentive amounts or provide us a supplemental analysis as to why it is appropriate to omit these targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K.  In addition, please tell us, within the timeframe below, whether the company’s targets for the fiscal year 2008 are expected to be mate rially different from those of fiscal year
2007.  To the extent that it is appropriate to omit specific targets, please advise us of the disclosure that the company will provide pursuant to Instruction 4 to Item 402(b) of Regulation S-K.
* * * * *

Closing Comments

As appropriate, please respond to this comment within 10 business days or tell us when
you will provide us with a response.  Please understand that we may have additional comments
after reviewing your response to our comment.    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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comment, please provide, in writing, a 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 foreclose 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to any our comments on your filing.

 If you have questions, please contact Edwin S. Kim at (202) 551-3297, the primarily

R. Edward Anderson, Chief Executive Officer
Citi Trends, Inc. December 11, 2008 Page 3   legal examiner on this filing, or me at (202) 551-3790.

Sincerely,
           John Reynolds
Assistant Director
cc:  Bruce D. Smith, CFO
Fax: (912) 443-3094

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

        August 17, 2007

By U.S. Mail

Mr. Bruce Smith
Chief Financial Officer
102 Fahm Street
Savannah, Georgia 31401

  Re: Citi Trends, Inc.
   Form 10-K for the year ended February 3, 2007
   Filed April 11, 2007
   File No. 0-51315

Dear Mr. Smith:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

       S i n c e r e l y ,

  Michael Moran
  Branch Chief Accountant

CORRESP
1
filename1.htm

(912) 443-2075

bsmith@cititrends.com

August 7, 2007

VIA EDGAR AND U.S. MAIL

Securities and Exchange
Commission

Division of Corporate Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attn: Michael Moran, Branch Chief Accountant

  Re:

  Citi Trends, Inc. (the “Company”)

  Form 10-K for the year ended February 3, 2007

  Filed April 11, 2007

  File No. 0-51315

Dear Mr. Moran:

We hereby submit three
copies of the Company’s responses to the Staff’s comments conveyed in a letter
to the Company dated July 26, 2007 in connection with the Staff’s review of the
Company’s Form 10-K for the year ended February 3, 2007.

In connection herewith,
the Company hereby acknowledges the following:

·                  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
foreclose 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.

Results of Operations, page 23

1.              You discuss the
business reasons for changes in the various line items of your statements of
income.  However, in circumstances where
there is more than one business reason for the change, you should quantify the
incremental impact of each individual business reason discussed on the overall
change in

August 7, 2007

Page 2

the line item.
For example, you indicate, “the increase in comparable store sales was
from a higher average item price and an increase in customer transactions which
was due in part to increasing consumer preference for branded goods.”  You should further enhance the discussion to
provide some quantitative analysis with respect to your product mix.  In this regard, we note you sell to men,
women, boys and girls, and you offer branded and private label products.  Whenever possible, please quantify all line
item changes with more than one business reason.  Please refer to Item 303(a)(3) of Regulation
S-K, Financial Reporting Codification 501.04, and SEC Release No. 33-8350.

Response:

We will revise future filings to provide a more in-depth quantification
of the reasons for changes in the various line items of the Statements of
Income.  As an example, the Net Sales
discussion in the “Fiscal 2006 Compared to Fiscal 2005” section of Management’s
Discussion and Analysis of Financial Condition and Results of Operations
(MD&A) will include the following disclosures in the next Form 10-K:  “Approximately one-half of the increase in
comparable store sales was from a higher average item price, with the remainder
due to an increase in customer transactions.
A greater consumer preference for branded goods played a large role in
both the higher average item price and the increase in transactions.”  Additionally, the disclosure will be enhanced
in future filings to quantify the performance of individual merchandising
departments, as follows:  “Comparable
store sales increases by major merchandise class were as follows in 2006:  Children’s 15%; Accessories 15%; Home décor
12%; Men’s 8%; and Women’s 2%.”

2.              Please explain to us
and revise future disclosure to indicate where depreciation expense is being
recorded on the statements of income.
Furthermore, please ensure that you provide appropriate explanations for
all material changes in your financial statements.  In this regard, we note that depreciation
expense has become material to your financial statements.

Response:

The Company records all depreciation expense in “Selling, general and
administrative expenses” on the Statements of Income.  We will revise future filings to disclose the
following within the “Property and Equipment, net” section of footnote 2, “Summary
of Significant Accounting Policies” (page F-10):  “Depreciation and amortization expense is
included in selling, general and administrative expenses on the Statements of
Income.”

Additionally, explanations of all material changes in depreciation
expense will be included in the “Results of Operations” section of MD&A in
future filings.

August 7, 2007

Page 3

Discussion of Cash Flows, page 27

3.              Please reconcile for
us the amount of cash used in investing activities for the purchase of property
and equipment to the amounts listed on your statements of cash flows for the
fiscal years ended 2006 and 2005.

Response:

Provided below is a reconciliation of the amount disclosed as property
and equipment purchases in the “Cash Flows (Used) in Investing Activities”
section on page 27 to the capital expenditures reflected in the Statement of
Cash Flows on page F-7:

  Fiscal 2006

  2006 cash purchases of
  property and equipment per the Statement of Cash Flows

  (page F-7)

  $   15,652,305

  2006 noncash purchases
  of property and equipment financed through capital leases per Statement of
  Cash Flows supplemental disclosures (page F-8)

  4,808,505

  Total 2006 purchases of
  property and equipment per Statement of Cash Flows

  $   20,460,810

  Total 2006 purchases of
  property and equipment disclosed on page 27

  $  20.5 million

  Fiscal 2005

  2005 cash purchases of
  property and equipment per the Statement of Cash Flows

  (page F-7)

  $   11,553,817

  2005 noncash purchases
  of property and equipment financed through capital leases per Statement of
  Cash Flows supplemental disclosures (page F-8)

  514,191

  Total 2005 purchases of
  property and equipment per Statement of Cash Flows

  $   12,068,008

  Total 2005 purchases of property and equipment disclosed on page 27

  $  12.1 million

August 7, 2007

Page 4

Additionally, please see on page 27 the third sentence of the “Cash
Flows (Used) in Investing Activities” section, which reads, “Excluding
equipment financed by capital leases, the net amount of cash spent on purchases
of property and equipment was $15.7 million and $11.6 million in fiscal 2006
and fiscal 2005, respectively.”

4.              We note your
discussion of excess tax benefits resulting from stock option exercises in the
amount of approximately $12 million.  We
further note the cash inflow from excess tax benefits related to option
exercises included as financing activities in your statement of cash flows.  You did not present an operating cash outflow
for such option exercises on a gross basis as it appears that this amount is
netted against another line item in the statement of cash flows.  In future filings, please revise the
statement of cash flows to present the amount on a gross basis in the cash
flows from operating activities.  See
paragraph A96 of SFAS no. 123(R).

Response:

We will revise future filings to disclose the excess tax benefits
related to option exercises as an operating cash outflow in the Statement of
Cash Flows.  In fiscal 2006, the gross
amount of the excess tax benefits from stock option exercises was netted
against the change in income taxes payable in the operating section of the
Statement of Cash Flows.

Critical
Accounting Policies, page 29

5.              None of the critical
accounting estimates that you include in your current disclosures include a
meaningful sensitivity analysis.  Revise
your disclosures to include sensitivity analysis and other quantitative information
when it is reasonably available.  You
should address the questions that arise once the critical accounting estimate
or assumption has been identified, by analyzing, to the extent material, such
factors as how you arrived at the estimate, how accurate the
estimate/assumption has been in the past, how much the estimate/assumption has
changed in the past, and whether the estimate/assumption is reasonably likely
to change in the future.

For
additional guidance, refer to Item 303 of Regulation S-K as well as section
five of the Commission’s Interpretive Release on Management’s Discussion and
Analysis of Financial Condition and Results of Operation which is located on
our website at: http://www.sec.gov/rules/interp/33-8350.htm.

August 7, 2007

Page 5

Response:

We will revise future filings to include enhanced disclosures of
sensitivity and other quantitative information as it relates to critical
accounting estimates, when it is reasonably available.  For informational purposes, of the estimates
referred to in this section, the allowance for returns has historically been
immaterial (less than $200,000); inventory shrinkage has not been volatile
during the three years included in the Form 10-K (cost of inventory shrinkage
as a percent of sales has ranged from 1.3% to 1.7% during the three years); no
impairment of long-lived assets has been recorded during fiscal 2006, 2005 or
2004 based on the analysis of the projected cash flows for such assets; fair
value assumptions used to value stock-based compensation were new in 2006;
contingent rent expense is predictable based on historical sales trends for
each store; and income tax expense has not been affected significantly during
the three-year period due to changes in estimates.

(2)
Summary of Significant Accounting Policies, page F-10

(1) Earnings per Share, page F-12

6.              We are uncertain why
the implementation of SFAS no. 123(r) would have any impact on the calculation
of diluted earnings per share.  In this
regard, the provisions applicable to the treasury stock method with respect to
calculating option dilution under Statement no. 128 were in effect prior to the
adoption of Statement no. 123(r). Please advise, or revise the financial
statements.

Response:

The difference in the computation of common stock
equivalents outstanding after adoption of SFAS No. 123 (r) versus prior thereto
arises as a result of footnote 13 to paragraph 21(b) of SFAS No. 128.  Footnote 13 states that computing assumed
proceeds under the treasury stock method includes any amount of compensation
cost attributed to future services and not yet recognized and applies only to
those stock-based awards for which compensation cost will be recognized in the
financial statements in accordance with APB No. 25 or SFAS No. 123.  Since SFAS No. 123 (r) was not adopted until
fiscal 2006, and since most options issued prior to 2006 did not result in
compensation cost under APB No. 25, the computation of assumed proceeds in
years prior to 2006 under SFAS No. 128 did not include amounts related to
compensation cost attributed to future services.

August 7, 2007

Page 6

(n)
Operating Leases, page F-13

7.              Please tell us how
you determine the amounts of future minimum contingent lease payments and
clarify your disclosure.  Please disclose
the amounts of rent expense related to the contingent rentals for each period
presented as required by paragraph 16(c) of SFAS no. 13.

Response:

Contingent lease payments are determined each year on
a store-by-store basis, dependent on whether a store triggered a contingent
lease payment by exceeding its sales threshold, as specified within the
individual store lease contract.  Future
minimum lease payments are disclosed in Note 9 (page F-22) and do not include
future contingent lease payments, because they are dependent on achieving
certain store sales levels.  The amount
of rent expense related to contingent rentals for each of the last three years
is disclosed in Note 9:  “(including $2.5
million, $1.7 million and approximately $723,000 of percentage rent)”.

(o) Store
Openings and Closing Costs, page F-13

8.              Please tell us and
disclose in future filings the line item in which you include the cost of
closing a store.  See paragraph 20c of
SFAS 146.

Response:

The Company records all expenses related to the
closing of a store in “Selling, general and administrative expenses” on the
Statements of Income.  We will revise
future filings to disclose the following within the “Store Opening and Closing
Costs” section of footnote 2 (page F-13):
“All such costs are included in selling, general and administrative
expenses on the Statements of Income.”
Note that only two stores were closed during the three years ended
February 3, 2007.

(5)
Long-term Debt and Capital Lease Obligations, page F-15

9.              Prospectively,
please disclose the interest rate with respect to your non-negotiable three
year junior subordinated note payable.
See Rule 5-02 of Regulation S-X.
Furthermore, please confirm for us that such liability is not associated
with a related party.  If so, then please
see Rule 4-08(k) of Regulation S-X.

Response:

We will revise future filings to disclose that the interest rate on the
subordinated note payable was 6%.  Note
that this debt has been paid off in fiscal 2007; however, we will include the
interest rate disclosure as it relates to the fiscal 2006 year-end balance when
we prepare the Form 10-K for fiscal 2007.

August 7, 2007

Page 7

The debt was to an individual who was not a related
party during the three years ended February 3, 2007.

(8)
Stockholders’ Equity, page F-17

(k) Stock
Options, page F-18

10.  If
applicable, please disclose any compensation cost capitalized.  See paragraph A240.g(1)(b) of SFAS no. 123R.

Response:

The Company did not capitalize any compensation costs in fiscal years
2006, 2005 or 2004.

If you have any questions
regarding the Company’s responses to the Staff’s comments, please do not
hesitate to contact me at (912) 443-2075.
Please acknowledge receipt of this response letter by stamping the
enclosed additional copy of this letter and returning it to my attention.

Sincerely,

/s/ Bruce D. Smith

Bruce D. Smith

Chief Financial Officer

cc:           Robert Babula, Staff Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

    July 26, 2007

By Facsimile and U.S. Mail

Mr. Bruce Smith
Chief Financial Officer
102 Fahm Street
Savannah, Georgia 31401

  Re: Citi Trends, Inc.
   Form 10-K for the year ended February 3, 2007
   Filed April 11, 2007
   File No. 0-51315

Dear Mr. Smith:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with supplemental information so we may
better understand your disclosure.  Please be as detailed as necessary in your explanation.   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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Results of Operations, page 23
1. You discuss the business reasons for changes in the various line items of your statements of income.  However, in circumstances where there is more than one business reason for the change, you should quantify the incremental impact of each individual business reason discussed on the overall change in the line item.  For example, you indicate, “the increase in comparable store sales was from a higher average item price and an increase in customer transactions which was due in part to increasing consumer preference for branded goods.”  You should further enhance the discussion to provide some quantitative analysis with respect to your

Mr. Bruce Smith
Citi Trends, Inc.
Page 2
product mix.  In this regard, we note you sell to men, women, boys and girls, and you offer branded and private label products. Whenever possible, please quantify all line item changes with more than one business reason.  Please refer to Item 303(a)(3) of Regulation S-K, Financ ial Reporting Codification 501.04, and SEC
Release No. 33-8350.
2. Please explain to us and revise future disclosure to indicate where depreciation expense is being recorded on the statements of income.  Furthermore, please ensure that you provide appropriate explanations for all material changes in your financial statements.  In this regard, we note that depreciation expense has become material to your financial statements.

Discussion of Cash Flows, page 27
3. Please reconcile for us the amount of cash used in investing activities for the purchase of property and equipment to the amounts listed on your statements of cash flows for the fiscal years ended 2006 and 2005.
4. We note your discussion of excess tax benefits resulting from stock option exercises in the amount of approximately $12 million.  We further note the cash inflow from excess tax benefits related to option exercises included as financing activities in your statement of cash flows.  You did not present an operating cash outflow for such option exercises on a gross basis as it appears that this amount is netted against another line item in the statement of cash flows. In future filings, please revise the statement of cash flows to present the amount on a gross basis in the cash flows from operating activities.  See paragraph A96 of SFAS no. 123(R).

Critical Accounting Policies, page 29
5. None of the critical accounting estimates that you include in your current disclosures include a meaningful sensitivity analysis.  Revise your disclosures to include sensitivity analysis and other quantitative information when it is reasonably available.  You should address the questions that arise once the critical accounting estimate or assumption has been identified, by analyzing, to the extent material, such factors as how you arrived at the estimate, how accurate the estimate/assumption has been in the past, how much the estimate/assumption has changed in the past, and whether the estimate/assumption is reasonably likely to change in the future.

For additional guidance, refer to Item 303 of Regulation S-K as well as section
five of the Commission’s Interpretive Release on Management’s Discussion and Analysis of Financial Condition and Results of Operation which is located on our website at:
http://www.sec.gov/rules/interp/33-8350.htm .

Mr. Bruce Smith
Citi Trends, Inc.
Page 3

(2) Summary of Significant Accounting Policies, page F-10

(l) Earnings per Share, page F-12
6. We are uncertain why the implementation of SFAS no. 123(r) would have any impact on the calculation of diluted earnings per share.  In this regard, the provisions applicable to the treasury stock method with respect to calculating option dilution under Statement no. 128 were in effect prior to the adoption of Statement no. 123(r).  Please advise, or revise the financial statements.

(n) Operating Leases, page F-13
7. Please tell us how you determine the amounts of future minimum contingent lease payments and clarify your disclosure.  Please disclose the amounts of rent expense related to contingent rentals for each period presented as required by paragraph 16(c) of SFAS no. 13.

(o)  Store Opening and Closing Costs, page F-13
8. Please tell us and disclose in future filings the line item in which you include the cost of closing a store. See paragraph 20c of SFAS 146.

(5) Long-term Debt and Capital Lease Obligations, page F-15
9. Prospectively, please disclose the interest rate with respect to your non-negotiable three year junior subordinated note payabl e.  See Rule 5-02 of Regulation S-X.
Furthermore, please confirm for us that such liability is not associated with a related party.  If so, then please see Rule 4-08(k) of Regulation S-X.

(8) Stockholders’ Equity, page F-17

(k) Stock Options, page F-18
10. If applicable, please disclose any compensation cost capitalized.  See paragraph A240.g(1)(b) of SFAS no. 123R.

  Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Please furnish a letter with your responses to our comments and provide any requested supplemental information.  Please understand that

Mr. Bruce Smith
Citi Trends, Inc.
Page 4
we may have additional comments after reviewing your responses to our comments.  Please file your response letter on EDGAR as a correspondence file.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  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 connection with responding to our comments, please provide, in writing, a 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 foreclose 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.

  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

  If you have any questions regarding these comments, please direct them to Robert Babula, Staff Accountant, at (202) 551-3339 or , in his absence, to the undersigned at
(202) 551-3841.

  Sincerely,

  Michael Moran
  Branch Chief Accountant

CORRESP
1
filename1.htm

ACELERATION REQUEST

CIBC WORLD MARKETS CORP.

PIPER JAFFRAY & CO.

SG COWEN & CO., LLC

WACHOVIA CAPITAL MARKETS, LLC

c/o CIBC World Markets Corp.

111 South Calvert Street, 26th Floor

Baltimore, MD 21202

May 16, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention: Mr. John Fieldsend

    Re:

    Citi Trends, Inc.

Registration Statement on Form S-1 (File No. 333-123028)

Dear Ladies and Gentlemen:

     As representatives of the several underwriters (“Representatives”), we hereby join in
the request of Citi Trends, Inc. (the “Company”) that the effective date of the
above-referenced registration statement be accelerated so that it will become effective at 3:00
p.m. Washington, D.C. time, on Tuesday, May 17, 2005, or as soon thereafter as possible.

     Pursuant to Rule 460 of the Securities Act of 1933, as amended, we, as Representatives, wish
to advise the Securities and Exchange Commission (the “Commission”) that the undersigned
have effected, during the period from May 2, 2005 through the date hereof, the distribution of
approximately 10,470 copies of the Preliminary Prospectus dated April 29, 2005 to prospective
underwriters, institutional investors, dealers and others.

     Please provide a facsimile copy of the Commission’s order declaring the Registration Statement
effective to Brian D. Sims, Esq. of DLA Piper Rudnick Gray Cary US LLP, facsimile number (410)
580-3244.

     The Commission is advised that the amount of compensation to be allowed or paid to the
undersigned, to be disclosed in the final prospectus, will not exceed an amount that has been
cleared with the National Association of Securities Dealers, Inc.

Securities and Exchange Commission

May 16, 2005

Page 2

     The undersigned confirm that they have complied and will continue to comply with Rule 15c2-8
of the Securities and Exchange Act of 1934, as amended, in connection with the above-described
offering.

    Very truly yours,

    CIBC WORLD MARKETS CORP.

PIPER JAFFRAY & CO.

SG COWEN & CO., LLC

WACHOVIA CAPITAL MARKETS, LLC,

     as Representative of the Several Underwriters

    By:

    CIBC GLOBAL MARKETS

    By:

    /s/ Mark Goodman

    Name: Mark Goodman

    Title: Managing Director

    cc:

    R. Edward Anderson

William F. Schwitter, Esq.

CORRESP
1
filename1.htm

ACELERATION REQUEST

CIIT TRENDS, INC.

102 Fahm Street

Savannah, GA 31401

May 13, 2005

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Citi Trends, Inc. – Registration Statement on Form S-1 (File No.
333-123028)

Ladies and Gentlemen:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), Citi Trends, Inc. (the “Company”) hereby requests that the effective date of the
above-referenced Registration Statement (the “Registration Statement”) be accelerated so that the
same may become effective on May 17, 2005 at 3:00 p.m. or as soon thereafter as may be practicable.

The amount of compensation to be allowed or paid to the underwriters and any other arrangements
among the Company, the underwriters and other broker-dealers participating in the distribution, as
described in the Registration Statement, have been reviewed to the extent required by the National
Association of Securities Dealers, Inc. (the “NASD”) and the NASD has expressed no objections to
such compensation and other arrangements.

The Company acknowledges that:

•     should the Commission or
the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the

       Commission from taking any action
with respect to the filing;

•     the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
       Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•     the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
       Commission or any person under the federal securities laws of the United States.

The Company understands that the Staff will consider this request as confirmation by the Company of
its awareness of its obligations under the Securities Act as they relate to the offering
contemplated by the Registration Statement.

It would be appreciated if, as soon as the Registration Statement has become effective, you would
so inform our attorney, William Schwitter, by telephone at (212) 318-6400.

Very truly yours,

CITI TRENDS, INC.

By: /s/ R. Edward Anderson

      Name: R. Edward Anderson

      Title: Chief Executive Officer

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
                                Citi Trends, Inc.
                                 102 Fahm Street
                               Savannah, GA 31401

May 17, 2005

Ladies and Gentlemen:

     In fiscal 2004 Citi Trends, Inc. (the "Company") granted stock options at
an exercise price below the deemed fair market value for such options. The
excess value of these grants amounts to $188,095. The Company has deemed this
compensation charge to be immaterial and therefore has passed on any adjustment
to the financial statements. KPMG, our independent auditor, has conferred with
our conclusion by consenting to the inclusion of their audit opinion in the
filing of Amendment No. 4 to our Form S-1.

Very truly yours,

Citi Trends, Inc.

/s/ R. Edward Anderson                                /s/ Tom Stoltz
----------------------                                --------------
R. Edward Anderson                                    Tom Stoltz
Chief Executive Officer                               Chief Financial Officer

cc:  Tracy Noll, Chairman, Audit Committee

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0308

      May 5, 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.
      Amendment No. 2 to Registration Statement on Form S-1
      Filed April 29, 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.

General
1. Please provide a signed audit report and consent in a pre-
effective amendment.

Liquidity Sources, Requirements and Contractual Cash
Requirements...,
page 28
2. We note your response to previous comment 18.  Please support
your
assertion in the Management`s Discussion and Analysis section that
"the liquidity discount of a private company relative to a public
company average is 30%."  Further, please disclose the facts and
circumstances occurring during the span of time between the later
grant dates and the estimated time of the initial public offering
that impacted the change in fair value.

Item 15, Recent Sales of Unregistered Securities, page II-2
3. Please advise us of the difference between the 124,774 options
granted in fiscal 2004 with the options shown as being issued
under
Item 15.  We note the shares and options reflected in Item 15 have
not been changed to give effect to the stock split.

*	*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact David Irving, Staff Accountant, at (202)
551-
3321 or Donna DiSilvio, Senior Accountant, at (202) 551-3202, if
you
have questions regarding comments on the financial statements and
related matters.  Please contact John Fieldsend, Staff Attorney,
at
(202) 551-3343, Ellie Quarles, Special Counsel, at (202) 551-3238,
or
me at (202) 551-3720 with any other questions.

Sincerely,

H. Christopher Owings
      Assistant Director

cc:	Brian Brennan, Esq.
	Paul, Hastings, Janofsky & Walker LLP
	Via Fax: (212) 230-7736

??

??

??

??

Citi Trends, Inc.
May 5, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0308

      April 15, 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.
      Amendment No. 1 to Registration Statement on Form S-1
      Filed April 7, 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.

General
1. We note your response to our prior comment 3.  In the
supplemental
information you provided, you state that you offer 20% to 60%
discounts on the same merchandise as department and specialty
stores
because department and specialty stores offer their merchandise at
the manufacturer`s suggested retail price.  Therefore, please
provide
a basis for your belief that specialty and department stores offer
their products for the manufacturer`s suggested retail price, or
consider revising your document to state that you offer nationally
recognized branded merchandise at 20% to 60% discounts off the
manufacturer`s suggested retail price.

Risk Factors, page 6
2. We note your response to our prior comment 7.  In your third
risk
factor on page 7 and your first full risk factor on page 9, please
consider either removing the bullet point elements of these
subsections or discussing how each of these elements is a risk to
your business.

We depend on the experience and expertise of our senior management
team..., page 11
3. We note your response to our prior comment 10.  Please consider
separating this risk factor into two risk factors.  One risk
factor
should discuss your dependence on your two key employees, R.
Edward
Anderson and George Bellino, and the other factor should discuss
the
risks relating to your high employee turnover rates.

Use of Proceeds, page 17
4. We note your response to our prior comment 13.  Please estimate
your outstanding indebtedness under your revolving lines of credit
that you will have to pay the Bank of America and Congress
Financial.
If you are unable to estimate the amounts you owe on your
revolving
lines of credit, please disclose this in your document.  Further,
please tell us if your $1.6 million debt to the National Bank of
Commerce was incurred within the last year.  If so, please
describe
the use of the proceeds of this indebtedness for anything other
than
short-term borrowings used for working capital.  See Instruction 4
to
Item 504 of Regulation S-K.

Selected Financial and Operating Data, page 20

5. We note your response to our prior comment 16.  Please include
your "net income per common share" and "weighted average share" in
this section.

6. We note your response to our prior comment 17.  However, it
does
not appear that you show mandatorily redeemable preferred stock as
a
liability in the years prior to the reclassification.  Please
revise
or advise.

7. Please expand your disclosures relating to store operating
profit
to indicate the nature of the expenses included in store operating
expenses.

Overview, page 22
8. We note your response to our prior comment 23.  Please disclose
the injunctive order imposed by the U.S. Court of International
Trade
stopping the U.S. government from instituting safeguard measures
on
twelve categories of textiles and apparel.

Quarterly Results of Operations, page 26

9. We note your response to our prior comment 25.  Please add per
share data to your quarterly results of operations as required by
Item 302(a)(1) of Regulation S-K.

Liquidity and Capital Resources, page 27

10. In your description of the change in net cash provided by
operating activities for fiscal 2004 as compared to fiscal 2003,
please discuss all material factors contributing to the increase.
For example, we note that you discuss the increase in net income
as a
primary factor, but also discuss other significant factors such as
the change in inventory, change in accounts payable, and change in
accrued expenses and accrued compensation.

Growth Strategy, page 35
11. We note your response to our prior comment 32.  Please include
the definitions in your response to us in your registration
statement.

Legal Proceedings, page 41
12. We note your response to prior comment 40.  Please identify
the
parties to the litigation.  See Item 103 of Regulation S-K.

Executive Officers and Directors, page 42
13. We note your response to our prior comment 42.  Please
disclose
the positions held by  Mr. Goff as an employee of Hampshire.  See
Item 401(e) of Regulation S-K.

Board of Directors Composition After the Offering, page 43
14. We note your response to our prior comment 44.  Please
disclose
in your registration statement that your three independent
directors
will be John Lupo, Tracy Noll, and the director nominee.

Director Compensation, page 46
15. We note your response to our prior comment 45.  Please
disclose
the amount of options and the exercise price you anticipate giving
your independent directors in the future.  See Item 402(g) of
Regulation S-K.

Lock-Up Agreements, page 62
16. We note your response to our prior comment 49.  Please include
your response to us in your registration statement.

Financial Statements

Note 2, Summary of Significant Accounting Policies, page F-7

17. We note your response to our prior comment 54.  It does not
appear that you revised your Management`s Discussion and Analysis
section concerning handling and distribution costs as indicated in
your response.  Also, in your Management`s Discussion and Analysis
section, please disclose that your gross margins may not be
comparable to others since some entities include the costs related
to
their distribution network in cost of goods sold, and others, like
you, exclude all or a portion of them from gross margin, including
them instead in a line item such as selling, general, and
administrative expenses.  Further, as previously requested, please
disclose the amounts excluded from cost of sales for each period
presented.

Note 8, Stockholders` Equity, page F-15

18. Please expand your disclosure to include, for each grant date,
the number of options or shares granted, the exercise price, the
fair
value of the common stock, and the intrinsic value, if any, per
option.  Please indicate whether the valuation you used to
determine
the fair value was contemporaneous or respective.  In addition,
please expand your Management`s Discussion and Analysis section to
disclose the intrinsic value of outstanding options, vested and
unvested, based on the estimated initial public offering price.
Further, please discuss the factors, assumptions, and
methodologies
you used in determining fair value and the factors contributing to
the difference between the fair value as of the date of each grant
and the estimated initial public offering price.  Please, indicate
the reason management chose not to obtain a contemporaneous
valuation
by an unrelated valuation specialist.

*	*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact David Irving, Staff Accountant, at (202)
942-
1920 or Donna DiSilvio, Senior Accountant, at (202) 942-1852, if
you
have questions regarding comments on the financial statements and
related matters.  Please contact John Fieldsend, Staff Attorney,
at
(202) 824-5505, Ellie Quarles, Special Counsel, at (202) 942-1859,
or
me at (202) 942-1900 with any other questions.

Sincerely,

H. Christopher Owings
      Assistant Director

cc:	Brian Brennan, Esq.
	Paul, Hastings, Janofsky & Walker LLP
	Via Fax: (212) 230-7736

??

??

??

??

Citi Trends, Inc.
April 15, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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