SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 February 18, 2026

John Szczepanski
Chief Financial Officer and Principal Accounting Officer
The Children's Place, Inc.
500 Plaza Drive
Secaucus, NJ 07094

 Re: The Children's Place, Inc.
 Form 10-K for the Fifty-Two Weeks Ended February 1, 2025
 File No. 000-23071
Dear John Szczepanski:

 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

 500 PLAZA DRIVE

 SECAUCUS, NJ 07094

 February 3, 2026

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington D.C. 20549

 Attention: Blaise Rhodes and Adam Phippen

 Re: The Children's Place, Inc.

 Form 10-K for the Fifty-Two Weeks Ended February 1, 2025

 Form 8-K filed April 11, 2025

 Form 10-Q for the Quarterly Period Ended November 1,
2025

 File No. 000-23071

 Dear Messrs. Rhodes and Phippen:

 Set forth below are the responses of The Children's Place, Inc.
(the "Company") to the comments of the Staff of the Securities and Exchange Commission contained in the letter to John Szczepanski
dated January 21, 2026 (the "Letter"). For your convenience, we have included the text of your comments set forth in
italics.

 Form 10-K for the Fifty-Two Weeks Ended February 1, 2025

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations

 Results of Operations, page 37

 1. You discuss adjusted selling, general and administrative
expenses and adjusted operating income leveraged basis points and percentages of net sales without presenting or discussing the most
directly comparable GAAP measure with equal or greater prominence. Please revise future disclosures to comply with Item 10(e)(1)(i)(A) of
Regulation S-K or explain why a revision is not necessary. Refer to Question 102.10(a) of the Staff's Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures.

 Response: We acknowledge the Staff's comment
and will revise future disclosures to comply with Item 10(e)(1)(i)(A) of Regulation S-K by presenting or discussing the most directly
comparable GAAP measure with equal or greater prominence.

 Non-GAAP Reconciliation, page 37

 2. We note numerous adjustments to your non-GAAP measures
in Fiscal 2024. Please tell us your consideration of providing reconciliations in tabular form for clarity. Refer to Item 10(e)(1)(i)(B) of
Regulation S-K.

 Response: We acknowledge the Staff's comment
and have reviewed Item 10(e)(1)(i)(B) of Regulation S-K, which requires a reconciliation (by schedule or other clearly understandable
method) of the differences between the non-GAAP financial measure disclosed or released with the most directly comparable financial measure
calculated and presented in accordance with GAAP.

 The Company provides its reconciliation of GAAP to non-GAAP
financial measures in narrative form as it believes it is an understandable method and is helpful to the reader to review these adjustments
in conjunction with the description of the variances for period-over-period changes in GAAP metrics. The Company will revise the presentation
of its reconciliation by including a tabular format in future disclosures, as set forth in Appendix A.

 Form 8-K filed April 11, 2025

 Exhibit 99.1, page 1

 3. The second line item on page 1 reports the third
consecutive quarter of adjusted profit and discussions on pages 3 and 4 discuss adjusted selling, general and administrative expenses
and adjusted operating income leveraged basis points and percentages of net sales without presenting or discussing the most directly
comparable GAAP measure with equal or greater prominence. Please revise future disclosures to comply with Item 10(e)(1)(i)(A) of
Regulation S-K or explain why a revision is not necessary. Refer to Question 102.10(a) of the Staff's Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures.

 Response: We acknowledge the Staff's comment
and will revise future disclosures to comply with Item 10(e)(1)(i)(A) of Regulation S-K by presenting or discussing the most directly
comparable GAAP measure with equal or greater prominence.

 Exhibit 99.1, page 7

 4. Reference is made to page 7. Please tell us the
Adjusted net income (loss) effective tax rate for each period presented and explain why it's reasonable. In this regard, tell us
your consideration of including current and deferred income tax expense commensurate with this non-GAAP measure of profitability. Refer
to Question 102.11 of the Staff's Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

 Response: We acknowledge the Staff's comment
and have reviewed Question 102.11 of the Staff's Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. The
Company includes current and deferred income tax expense commensurate with the non-GAAP measure of profitability. The Company calculates
a separate income tax provision using adjusted income (loss) before provision for income taxes. The adjustments to arrive at Adjusted
net income (loss) are not presented "net of tax". Income taxes are shown as a separate adjustment in the Company's
reconciliation from GAAP to Adjusted net income (loss).

 The Company's Adjusted net income (loss) effective
tax rate is set forth below, accompanied by the rationale for its reasonability.

 Quarter Ended
 Fiscal Year Ended

 February 1, 2025
 February 3, 2024
 February 1, 2025
 February 3, 2024

 ($ in thousands)

 Adjusted provision for income taxes
 $ 9,191
 $ 53,333
 $ 11,484
 $ 40,823

 Adjusted net income (loss) before provision for income taxes
 $ (411 )
 $ (39,377 )
 $ 16,973
 $ (62,490 )

 Adjusted net income (loss) effective tax rate
 (2,238 )%
 (135 )%
 68 %
 (65 )%

 A
 B
 C
 D

 A - The adjusted effective tax rate was (2,238)%
for the quarter ended February 1, 2025, primarily due to the following reasons 1) an increase in full year adjusted pre-tax income
for Fiscal 2024 compared to the forecasted adjusted pre-tax income as of the end of the Third Quarter 2024, which primarily impacted
the U.S., the Company's primary jurisdiction, resulting in an increase in current tax expense for Fiscal 2024 that was recorded
in the Fourth Quarter 2024; 2) the Company incurring current tax expense on an adjusted basis in select jurisdictions the Company operates
in; 3) the near break-even adjusted pre-tax loss; and 4) the establishment of a valuation allowance against the Company's net deferred
tax assets during Fiscal 2023, further described in Note B below, that was maintained in Fiscal 2024.

 B - The adjusted effective tax rate was (135)% for
the quarter ended February 3, 2024, primarily due to the establishment of a valuation allowance against the Company's net
deferred tax assets in the Fourth Quarter 2023. As of the end of the Fourth Quarter 2023, it was determined that it was not more likely
than not that the Company's deferred tax assets would be realized. This assessment was performed on both a GAAP and non-GAAP or
as adjusted basis, resulting in the same conclusion that a valuation allowance was required. Thus, in the Fourth Quarter 2023, the Company
increased its valuation allowance, primarily related to U.S. deferred tax assets which impacted the adjusted effective tax rate.

 C - The adjusted effective tax rate was 68% for the
fiscal year ended February 1, 2025, primarily due to the valuation allowance against the Company's net deferred tax assets
and the impact of incurring current tax expense in select jurisdictions the Company operates in. Refer to Note A for further detail.

 D - The adjusted effective tax rate was (65)% for
the fiscal year ended February 3, 2024 primarily due to the establishment of a valuation allowance against the Company's net
deferred tax assets in the Fourth Quarter 2023. Refer to Note B for further detail.

 Form 10-Q for the Quarterly Period Ended November 1,
2025

 Financial Statements

 Consolidated Statements of Cash Flows, page 6

 5. Reference is made to your "Proceeds from rights
offering" and "Repayment of related party term loan" line items. We note your disclosure on page 17 that $60.2
million worth of shares was paid with the delivery of indebtedness of borrowed money owed by you to Mithaq and you received $29.8 million
in gross proceeds from the Rights Offering. Please tell us your consideration of reflecting only $29.8 million of proceeds from the Rights
Offering and a $60.2 million non-cash financing activity in your Consolidated Statements of Cash flows. Refer to ASC 230-10-50-3 through
50-6.

 Response: We acknowledge the Staff's comment
and have reviewed ASC 230-10-50-3 through 50-6.

 On February 6, 2025, the Company completed a rights
offering, pursuant to which Mithaq Capital SPC ("Mithaq") purchased 6.7 million shares of common stock, which included a
payment of $5.1 million of the subscription price for such shares in cash and $60.2 million of the subscription price for such shares
by delivery of indebtedness for borrowed money owed by the Company to Mithaq pursuant to one of its term loans. Total proceeds received
from the rights offering were $90.0 million.

 The Company believes that the $60.2 million proceeds used
to repay the Mithaq term loan was constructively received in cash, resulting in total cash proceeds of $90.0 million. As a result, the
Company presented the transaction on a gross basis in the Statement of Cash Flows within financing activities by separately reflecting
cash inflows of $90.0 million as "Proceeds from rights offering" and cash outflows of $60.2 million as a "Repayment
of related party term loan". For administrative purposes, the Company only received $29.8 million in cash proceeds in its bank
account, but the substance of the transaction is that the Company received gross proceeds of $90.0 million and immediately used those
funds to repay a portion of the Mithaq term loan. While there was no exchange of currency or an entry into the Company's bank account,
the substance and economic result was as if an exchange of currency or an entry into its bank account had occurred. The transfer agent
merely facilitated the transaction.

 The Company believes it is appropriate to reflect the cash
received of $29.8 million, in addition to the constructive cash flows of $60.2 million on a gross basis in the statement of cash flows,
resulting in no non-cash financing activity disclosure.

 We believe the responses above fully address the comments contained
in the Letter. Please email me at jszczepanski@childrensplace.com if you have any questions regarding the above or require any
additional information.

 Very truly yours,

 /s/ John Szczepanski

 John Szczepanski

 Chief Financial Officer

 cc:
 Muhammad Umair

 Jared Shure

 Appendix A

 Fiscal Year Ended

 February 1, 2025

 (In thousands, except per share amounts)

 Operating
income (loss)
 Gross profit
 Selling, general and
 administrative
 expenses
 Net income (loss)
 Diluted income
 (loss) per
 common share

 As reported (GAAP)
 $ (13,701 )
 $ 459,461
 $ 405,550
 $ (57,819 )
 $ (4.53 )

 Fleet optimization
 1,428
 -
 (1,428 )
 1,428

 Restructuring costs
 11,678
 -
 (11,678 )
 11,678

 Accelerated depreciation
 2,246
 -
 -
 2,246

 Asset impairment charges
 28,000
 -
 -
 28,000

 Change of control
 14,589
 905
 (13,684 )
 14,589

 Contract termination costs
 7,008
 -
 (7,008 )
 7,008

 Credit agreement / lender-required consulting fees
 2,390
 -
 (2,390 )
 2,390

 Canada distribution center closure
 781
 -
 (781 )
 781

 Professional and consulting fees
 580
 -
 (580 )
 580

 Provision for legal settlement
 (2,279 )
 -
 2,279
 (2,279 )

 Aggregate impact of non-GAAP adjustments
 66,421
 905
 (35,270 )
 66,421

 Income tax effect (1)
 -
 -
 -
 (3,113 )

 Net impact of non-GAAP adjustments
 66,421
 905
 (35,270 )
 63,308

 As adjusted
 $ 52,720
 $ 460,366
 $ 370,280
 $ 5,489
 $ 0.43

 % of Net Sales (GAAP)
 (1.0 )%
 33.1 %
 29.3 %
 (4.2 )%

 % of Net Sales (As adjusted)
 3.8 %
 33.2 %
 26.7 %
 0.4 %

 Fiscal Year Ended

 February 3, 2024

 (In thousands, except per share amounts)

 Operating loss
 Gross profit
 Selling, general and
 administrative
 expenses
 Net loss
 Diluted loss
 per common
 share

 As reported (GAAP)
 $ (83,798 )
 $ 445,274
 $ 447,343
 $ (154,541 )
 $ (12.34 )

 Fleet optimization
 3,086
 -
 (3,086 )
 3,086

 Restructuring costs
 10,458
 -
 (10,458 )
 10,458

 Accelerated depreciation
 1,959
 -
 -
 1,959

 Asset impairment charges
 34,543
 -
 -
 34,543

 Contract termination costs
 2,961
 -
 (2,961 )
 2,961

 Credit agreement / lender-required consulting fees
 1,762
 -
 (1,762 )
 1,762

 Provision for legal settlement
 3,000
 -
 (3,000 )
 3,000

 Settlement payment received
 (6,461 )
 -
 6,461
 (6,461 )

 Aggregate impact of non-GAAP adjustments
 51,308
 -
 (14,806 )
 51,308

 Income tax effect (1)
 -
 -
 -
 (80 )

 Net impact of non-GAAP adjustments
 51,308
 -
 (14,806 )
 51,228

 As adjusted
 $ (32,490 )
 $ 445,274
 $ 432,537
 $ (103,313 )
 $ (8.25 )

 % of Net Sales (GAAP)
 (5.2 )%
 27.8 %
 27.9 %
 (9.6 )%

 % of Net Sales (As adjusted)
 (2.0 )%
 27.8 %
 27.0 %
 (6.4 )%

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 21, 2026

John Szczepanski
Chief Financial Officer and Principal Accounting Officer
The Children's Place, Inc.
500 Plaza Drive
Secaucus, NJ 07094

 Re: The Children's Place, Inc.
 Form 10-K for the Fifty-Two Weeks Ended February 1, 2025
 Form 8-K filed April 11, 2025
 Form 10-Q for the Quarterly Period Ended November 1, 2025
 File No. 000-23071
Dear John Szczepanski:

 We have reviewed your filing 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.

Form 10-K for the Fifty-Two Weeks Ended February, 1 2025
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 37

1. You discuss adjusted selling, general and administrative expenses and
adjusted operating
 income leveraged basis points and percentages of net sales without
presenting or
 discussing the most directly comparable GAAP measure with equal or
greater
 prominence. Please revise future disclosures to comply with Item
10(e)(1)(i)(A) of
 Regulation S-K or explain why a revision is not necessary. Refer to
Question 102.10(a)
 of the Staff s Compliance and Disclosure Interpretations on Non-GAAP
Financial
 Measures.
Non-GAAP Reconciliation, page 37

2. We note numerous adjustments to your non-GAAP measures in Fiscal 2024.
Please tell
 us your consideration of providing reconciliations in tabular form for
clarity. Refer to
 Item 10(e)(1)(i)(B) of Regulation S-K.
 January 21, 2026
Page 2

Form 8-K filed April 11, 2025
Exhibit 99.1, page 1

3. The second line item on page 1 reports the third consecutive quarter of
adjusted
 profit and discussions on pages 3 and 4 discuss adjusted selling,
general and
 administrative expenses and adjusted operating income leveraged basis
points and
 percentages of net sales without presenting or discussing the most
directly comparable
 GAAP measure with equal or greater prominence. Please revise future
disclosures to
 comply with Item 10(e)(1)(i)(A) of Regulation S-K or explain why a
revision is not
 necessary. Refer to Question 102.10(a) of the Staff s Compliance and
Disclosure
 Interpretations on Non-GAAP Financial Measures.
4. Reference is made to page 7. Please tell us the Adjusted net income
(loss) effective tax
 rate for each period presented and explain why it's reasonable. In this
regard, tell us your
 consideration of including current and deferred income tax expense
commensurate with
 this non-GAAP measure of profitability. Refer to Question 102.11 of the
Staff s
 Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
Form 10-Q for the Quarterly Period Ended November 1, 2025
Financial Statements
Consolidated Statements of Cash Flows, page 6

5. Reference is made to your "Proceeds from rights offering" and "Repayment
of related
 party term loan" line items. We note your disclosure on page 17 that
$60.2 million worth
 of shares was paid with the delivery of indebtedness of borrowed money
owed by you to
 Mithaq and you received $29.8 million in gross proceeds from the Rights
Offering.
 Please tell us your consideration of reflecting only $29.8 million of
proceeds from the
 Rights Offering and a $60.2 million non-cash financing activity in your
Consolidated
 Statements of Cash flows. Refer to ASC 230-10-50-3 through 50-6.
 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 Blaise Rhodes at 202-551-3774 or Adam Phippen at
202-551-3336 if you
have any questions.

 Sincerely,

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

CORRESP
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The Children’s Place, Inc.

500 Plaza Drive

Secaucus, New Jersey 07094

(201) 558-2400

December 30, 2024

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alyssa Wall

Office of Trade & Services

Re: The Children’s Place,
Inc.

Registration Statement on Form
S-1 (File No. 333-282664)

Request for Acceleration of Effectiveness

Dear Ms. Wall:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, The Children’s Place, Inc. hereby requests that the effectiveness
of the above-referenced Registration Statement on Form S-1 (File No. 333-282664), as amended, be accelerated to 9:00 A.M., Eastern Time,
on Tuesday, December 31, 2024, or as soon thereafter as practicable.

Please call
Cadwalader, Wickersham & Taft LLP at (212) 504-6404 with any questions you may have. In addition, please notify Cadwalader, Wickersham
& Taft LLP when this request for acceleration has been granted.

    Very truly yours,

    The Children’s Place, Inc.

    By:
    /s/ Jared E. Shure

    Name: Jared E. Shure

    Title: Chief Administrative Officer, General
 Counsel and Corporate Secretary

cc: Cadwalader, Wickersham & Taft LLP

CORRESP
1
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December 26, 2024

VIA EDGAR

Ms. Alyssa Wall, Esq.

Office of Trade & Services

United States Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:
The Children’s Place, Inc.

Registration Statement on Form S-1

Filed on October 15, 2024

Amended on December 19, 2024 and December 26, 2024

File
No. 333-282664

Dear Ms. Wall:

This
letter is being submitted on behalf of our client, The Children’s Place, Inc. (the “Company”), in
response to the oral comment of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities
and Exchange Commission that was conveyed during our telephone conversation on December 20, 2024 with respect to the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”). The Company has also today filed an Amendment
No. 2 to the Registration Statement (“Amendment No. 2”), which contains revisions intended to, among other
matters, address the Staff’s comment.

For convenience of reference,
we have included the text of the Staff’s oral comment below in bold face type immediately before the Company’s response thereto.
Terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 2.

    1.
    Oral Comment: Item 601(b)(8) of Regulation S-K states that a tax opinion must be filed whenever the tax consequences of a transaction “are material to an investor and a representation as to tax consequences is set forth in the filing”.  We note your disclosure that you “believe and intend to take the position that a holder’s receipt or exercise of rights should generally be non-taxable for U.S. federal income tax purposes”.  Please file a tax opinion as an exhibit to the filing.  We refer you to Section III.A.1 of Staff Legal Bulletin 19.

    Response: In response to the Staff’s oral comment, the Company has filed a tax opinion of Cadwalader, Wickersham & Taft LLP as Exhibit 8.1 to Amendment No. 2 to the Registration Statement.

We hope that the foregoing
has been responsive to the Staff’s comment. Please do not hesitate to contact me at 212-504-6404 with any questions or further comments
you may have regarding this filing or if you wish to discuss the above.

Sincerely,

    /s/ Kiran S. Kadekar

    Kiran S. Kadekar, Esq.

Via-E-mail:

cc:
   Jared E. Shure, The Children’s Place, Inc.

Richard M. Brand, Esq. and Erica Hogan, Esq.,
Cadwalader, Wickersham & Taft LLP

October 25, 2024
Muhammad Umair
Chief Executive Officer
Childrens Place, Inc.
500 Plaza Drive
Secaucus, New Jersey 07094
Re:Childrens Place, Inc.
Registration Statement on Form S-1
Filed October 15, 2024
File No. 333-282664
Dear Muhammad Umair:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jared Shure

United States securities and exchange commission logo
January 13, 2021
Michael Scarpa
Chief Financial Officer
The Children's Place, Inc.
500 Plaza Drive
Secaucus, New Jersey 07094
Re:The Children's Place, Inc.
Form 10-K for Fiscal Year Ended February 1, 2020
Filed March 19, 2020
File No. 000-23071
Dear Mr. Scarpa:
            We have completed our review of your filing.  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

Mail Stop 3561
 July 27 , 2017

Via E -mail
Mr. Anurup Pruthi
Chief Financial  Officer
The Children’s Place , Inc.
500 Plaza Drive
Secaucus, New Jersey 07094

Re: The Children’s Place, Inc.
 Form 10-K for the Fiscal Year Ended  January 28, 2017
Filed March 23 , 2017
File No. 000 -23071

Dear Mr. Pruthi :

We have comp leted our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

 Sincerely,

 /s/Craig Arakawa

Craig Arakawa
Accounting Branch Chief
Office of Beverages, Apparel and
Mining

CORRESP
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July 25, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attention: Craig Arakawa

 Re: The Children’s Place, Inc.

Form 10-K
for the Fiscal Year Ended January 28, 2017

Filed March 23, 2017

File No.
000-23071

Dear Mr. Arakawa:

Set forth below are the responses of The Children’s Place,
Inc. (the “Company”) to the comments of the Staff of the Securities and Exchange Commission contained in the letter
to Anurup Pruthi, dated June 29, 2017 (the “Letter”). For your convenience, we have included the text of your comments
set forth in italics.

Form 10-K for the Fiscal Year Ended January 28, 2017

Item 7 – Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Results of Operations, page 34

 1. We note that you include e-commerce sales in your determination of comparable retail sales and
that you attribute increases to your revenues for both the year ended January 28, 2017 and the thirteen weeks ended April 29, 2017
to the growth in this metric. To the extent that e-commerce sales have a measurable effect on your comparable retail sales, please
quantify your e-commerce sales or provide transparent disclosure regarding the impacts that e-commerce sales had on your comparable
retail sales metric.

Response: In response to the Staff’s
comment, the Company notes that our e-commerce and brick-and-mortar retail store operations are highly interdependent, with both
sharing common customers purchasing from one common pool of product inventory. Accordingly, we do not believe that separate sales
reporting is meaningful information for our investors.

Our customer expects a seamless brand experience,
where they browse, shop and return product seamlessly across our e-commerce site and our brick-and-mortar retail stores. To address
this expectation, the Company has developed capabilities such as reserve online pick up in store (“ROPIS”) and buy
online pick in store (“BOPIS”) and is developing Ship from Store (“SFS”), along with consolidated inventory
sourcing and management. We have also integrated our marketing programs such as our loyalty program, private label credit card
and personalized marketing efforts, which are all designed to provide the ease and convenience of an omni-channel experience.

Given our omni-channel capabilities and corresponding
customer preferences, we believe that a single comparative sales metric is a more meaningful representation of our business.

    1

As a result of these preferences and capabilities,
our brick-and-mortar stores and e-commerce operations share one common customer base. Some specific examples include:

 · Our customers often visit the brick-and-mortar stores to view and
try on the clothing before ordering online;

 · Our customers also often pre-shop online before shopping in our brick-and-mortar
stores;

 · Our customers often buy both online and in brick-and-mortar stores;

 · We have deployed BOPIS and ROPIS. The customer can reserve or buy
product online to be then picked up at a store. We have experienced that a portion of our customers will select more items than
their original online transaction once they visit the store;

 · The Company is developing the capability to SFS. That is, fulfill
a customer’s online order with inventory available from stores within a certain proximity;

 · E-commerce sales can be returned to our stores, creating mismatches
between sales and returns between the two channels; and

 · We have fully integrated our product functions, including merchandising,
sourcing and planning and allocation for e-commerce operations and brick-and-mortar stores.

In conclusion, as a result of our customer preferences
and our omni-channel capabilities, we view our business as a single omni-channel business rather than as a business with two separate
channels. We believe that consolidated omni-channel reporting presents the most meaningful and appropriate measure of our performance,
including comparative retail sales and revenues.

In future periodic filings, we will enhance our disclosure
by discussing the interdependency of our e-commerce and brick-and-mortar retail store operations as noted above.

We believe the response above fully address the comments contained
in the Letter. Please call me at (201) 453-7464 if you have any questions regarding the above or require any additional information.

    Very truly yours,

    /s/
    Anurup Pruthi

    Anurup
Pruthi

    Chief Financial Officer

 cc: Raj Rajan

Jane T. Elfers

Michael Scarpa

Bradley P. Cost, Esq.

    2

April  28, 201 5
Via E -mail
Jonathan Duskin
Chief Executive Officer and Portfolio Manager
Macellum Capital Management LLC
1270 Avenue of the Americas
New York , New York 10020

Re: The Children’s Place , Inc.
Preliminary Proxy S tatement  filed on Schedule 14A
PREC 14A dated April 23rd, 201 5 by Macellum Capital Management LLC  et al.
File N umber:   000-23071

Dear Mr. Duskin ,

  We have reviewed the above -captioned filing, and have the following comments.  Some
of our comments may ask for additional  information  to be provided  so that we may better
understand the disclosure.

  Please respond to this letter by amending the Schedule 14A or  by providing the requested
information .  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 amend ed filing and any information you provide in response to these
comments, we may have additional comments.

PREC 14A fi ling made on April  23, 2015

Letter to Stockholders

1. Rule 14a -6(d) requires that the preliminary p roxy statement contain a statement indicating
the estimated release date of the definitive proxy statement to security holders.  At present,
this statement appears at the bottom of the cover letter to stockho lders as distinguished from
the preliminary proxy statement itself  as defined at Rule 14a -101.  Please revise or advise.

2. Please provide us with suppor t for the assertion s that the participants attempted “to work
constructively with the Company ” and that “the Com pany advanced the date of the Annual
Meeting. ”  Alternatively, please delete the assertions.

Important Notice Regarding the Availability of Proxy Materials  for the  Annual Meeting , page 2

3. We noticed that the proxy statement and other soliciting material will be available at a
dedicated website.  Please advis e us whether or not the participants are relying upon Rule
14a-16 to distribute the proxy statement electronically as the primary means of fulfilling their

Macellum
c/o Mr. Jonathan Duskin
April  28, 2015
P a g e  | 2

 obligations under Rule 14a -3(a) and Rule 14a -4(f).  If so, please summarize for us how
compliance wi th Rule 14a -16 has been effectuated.

Reasons for the Solicitation, page 6

4. Disclose the analysis in support of the belief that the registrant can more than double its
earnings per share within the next three years compared to the consensus estimate for fiscal
2014 of $3.04 per share .  Refer to SEC Release 34 -16833 (May 23, 1980) .

5. Disclose the factual bases in support of the followi ng two assertions  regarding the registrant:
“is carrying 44% more inventory on a comparable sales level  in the fourth quarter of 2014
than it di d in the fourth quarter of 2010 ;” and “the Company’s poor inventory management is
costing the Company an estimated additional $65 to  $75 million of working capital .”

6. Given the number of retail store closures completed by the registrant since 2010, and plan to
close additional stores through 20 17, please advise us how the registrant was “accelerating
store growth. ”  In addition, please provide us with support  for the statement that many
retailers  were migrating  sales operations to the internet of stores and shrin king “footprints. ”

7. Refer to the following statement:  “We find it remarkabl e that Ms. Elfers’ total compensation
over the last three years was $42.6 million, which, for comparison, was $12.7 million, or
43%, greater than that of the CEO of Carter’s, Inc …”  Revise to disclose, if true, that the
$42.6 million cited covers a four year period, not a three year p eriod.  In addition, please
include qualifying disclosure that explains, if true, that the participants ’ quoted return
assumes a calendar year and not a fiscal year as the relevant benchmark  for time h orizon .

Election of Directors , page 1 1

8. Notwithstanding the disclosure that the successful election of the participants ’ nominees to
the Board  will not result in a change to the majority of the Board of Directors, please revise
to state t he limitations upon the nominees, if elected, to effectuate future Board action.

9. We noticed that one of the participants ’ nominees, Mr. Johnson, serves as a director of
Tilly’s, Inc.   Given that Tilly ’s is one of the registrant ’s comp etitors , advise us whether a
potential conflict of interest exists and  should be disclosed  pursuant to Item 5(b )(1) of
Schedule 14A.  In addition, advise us, with a view toward revised disclosure, whether Mr.
Johnson ’s service to Tilly ’s, in combination  with a successful election to the r egistrant ’s
Board of Directors , could result in a  potential violation of Section 8 of the C layton Act .

10. We noticed the disclosure that indicates the shares of common stock represented by the proxy
card will be voted for substitute n ominees contingent upon a named nominee being unable to
serve and other conditions being satisfied.  To the extent that any substitute nominees wo uld
need to  be identified in a notice given to the issuer in order to satisfy its advanced notice
requirement, and such deadline has passed, please revise the disclosure  to remove  the
implication the voting for substitute nominees is a viable option.

Macellum
c/o Mr. Jonathan Duskin
April  28, 2015
P a g e  | 3

 11. Participation in a group, as regulated under Section 13(d)(3), alone and without more, does
not result  in a group member being deemed to beneficially own another group member ’s
shares.  To the contrary, Rule 13d -5(b) of Regulation 13D -G operates to deem a group to
have acquired the beneficial ownership of each of its member s.  Please revise to dis close the
basis for one group member potentially being deemed to own another group member ’s
shares, as stated on page 12, or delete the reference, including  the disclaimer.

Solicitation of Proxies, page 17

12. Item 4(b) of Schedule 14A requires disclosure of costs “in connection with the solicitation.”
Instruction 1 to this requirement indicates that such costs include “fees for attorneys…and
other costs incidental to the  solicitation.”  Advise us, with a view towards disclosure, whether
the legal and attorney fees being paid have been included within the estimated costs
associated with this solicitation and the extent to which such all other costs specified in the
item and instruction have been or will be disclo sed.  At present, the disclosure implies that
only a narrow description  of solicitation costs have been disclosed.

Additional Participant Information, page 17

13. The disclosure indicates that the members of Shareho lders for Change at the registrant are
participants in the solicita tion.  Please revise to specify the identities of such member s.
Refer to Item 4(b)(1) of Schedule 14A.

Incorporation by Reference, page 20

14. We n oticed the participants’ statement that they have omitted certain disclosures requir ed by
law otherwise included in the registrant ’s proxy statement.  Please revise to provide a clearer
and unambiguous reference to the fact t hat the participants will by relying upon the issuer’s
proxy statement to communicate certain information the participants are otherwise required
to disclose , and specify the exact information to be referenced .  Refer to  Rule 14a -5(c).

Form of Proxy

15. We noticed the disclosures relating to the fact that an executed proxy  specifically empower s
the proxy holders  to vote in their discretion on “any other matter s that may properly come
before the Annual M eeting .”  Please qualify the scope of such discretionary authority granted
by citing to Rule 14a -4(c)(3) as done on page 20 .

Closing Comments

  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 participants in the solicitation are
in possession of all facts relating to the disclosure  presented in the  above -captioned  filing , they
are responsible for the accuracy and adequacy of the disclosures they have made.

Macellum
c/o Mr. Jonathan Duskin
April  28, 2015
P a g e  | 4

  In respondi ng to our comments, please provide a written statement from each of the
participants  acknowledging that:

• the participant  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 participant  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.

  You may contact me at (202) 551 -3266 should  you have any questions.

Sincerely,

       /s/ Nicholas P. Panos

       Nicholas P. Panos
       Senior Special Counsel
Office of Mergers & Acquisitions

cc:  Andrew  M. Freedman , Esq.
Megan  M  Re da, Esq.
Olshan  Frome  Wolosky  LLP

August 6 , 2014

Via E -mail
Mr. Michael Scarpa
Chief Financial  Officer
The Children’s Place, Inc.
500 Plaza Drive
Secaucus, NJ 07094

 Re:  The Children’s Place, Inc.
  Form 10 -K for the Fiscal Year Ended February 1, 2014
  Filed March 20, 2014
  File No. 000 -23071

Dear Mr. Scarpa :

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 u rge 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 rules require.

Sincerely,

/s/Tia L. Jenkins

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

October 18 , 2013

Via E -mail
Jane T. Elfers
Chief Executive Officer
The Children’s Place Retail Stores, Inc.
500 Plaza Drive
Secaucus, NJ 07094

 Re:  The Children’s Place Retail Stores, Inc.
  Form 10 -K for the  Fiscal Year Ended February 2, 2013
  Filed March 28, 2013
  File No.  000 -23071

Dear Ms. Elfers :

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 la ws of the United States.  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 rules require.

Sincerely,

/s/Craig Arakawa (for)

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

August 19 , 2013

Via E -mail
Jane T. Elfers
Chief Executive Officer
The Children’s Place Retail Stores, Inc.
500 Plaza Drive
Secaucus, NJ 07094

 Re:  The Children’s Place Retail Stores, Inc.
  Form s 8-K
  Filed May 23, 2013 and March 26 , 2013
  Definitive Proxy Statement on Schedule 14A
  Filed April 8, 2013
  Response dated July 24, 2013
  File No.  000 -23071

Dear Ms. Elfers :

We have reviewed your filing s 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 providing the requested
information, or by ad vising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

 After reviewing any  information you provide in response to these comments, we may
have  additional comments.
Items 2.02 and 9.01 Forms 8 -K filed on May 23, 2013  and March 26, 2013
Exhibit 99.1
Reconciliation  of Non-GAAP  Financial Information to GAAP Information
1. Since you present non -GAAP net income and income per share, please confirm you w ill
disclose how the tax effects of the non-GAAP items were calculated. Please provide us
with the draft disclosure you propose to include in future filings.

Jane T. Elfers
The Children’s Place Retail Stores, Inc.
August 19 , 2013
Page 2

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

Compensation Discussion and  Analysis, page 17

CEO Compensation, page 25

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

You may conta ct Myra Moosariparambil  at (202) 551 -3796 or me at (202) 551 -3871 if
you have questions re garding comments on the financial statements and related matters and
Adam Turk at (202) 551 -3657 or James Lopez at (202) 551 -3536 with any other questions.

Sincerely,

/s/Tia L. Jenkins

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

CORRESP
1
filename1.htm

July 24, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attention: Tia L. Jenkins

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

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

Filed March 28, 2013

  Definitive Proxy Statement on Schedule 14A

Filed April 8, 2013

  File No. 000-23071

Dear Ms. Jenkins:

Set forth below are the responses of The Children’s Place
Retail Stores, Inc. (the “Company”) to the comments of the Staff of the Securities and Exchange Commission (the “Commission”)
contained in the letter to Jane T. Elfers, dated June 27, 2013 (the “Letter”). For your convenience, we have included
the text of your comments set forth in italics.

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

Item 7. Management’s Discussion and Analysis of Financial
Condition, page 26

Results of Operations, Page 30

Fiscal 2012 Compared to Fiscal 2011, Page 31

 1. We note your disclosure within your
Selected Data for Continuing Operations on page 25 that your average net sales per store have been declining over the past five
years. With a view to revised disclosure in future filings, please advise us of the extent to which this metric is used by management
to manage the business and tell us whether the average net sales per store numbers represent a known, material trend in your average
store productivity.
If so, please provide draft disclosure to include in future filings, as applicable. See Securities Act Release No. 33-8350.

Response:
In response to the Staff’s Comment, the Company respectfully submits
that it does not regard the average net sales per store metric as a key variable used by management to manage the business.  The
net sales per store variable metric fails to accurately reflect store productivity because it is impacted by the size of the store.
For example, the Company has been opening smaller stores with less volume, but lower overhead costs and satisfactory operating
margins. The Company uses average net sales per square foot as a productivity measure. In the past three years, the Company’s
average square footage per store has been decreasing; however the Company’s average net sales per square foot have been relatively
stable.  Accordingly, the Company does not regard its average net sales per store numbers as a material trend in the Company’s
store productivity.

    1

Provision for Income Taxes, Page 32

 2. You disclose the decrease in the provision
for income taxes is due to a $15.1 million decrease in income from continuing operations before income taxes. The effects of material
variances in components of the tax provision that offset each other should be separately disclosed and quantified. Refer to Item
303(a)(3) of Regulation S-K and SEC Interpretive Release 33-8350 (http://www.sec.gov/rules/interp/33-8350.htm). In this regard,
we note your foreign operations comprised 59% of your continuing operations before taxes and the foreign tax rate differential
in your effective tax rate reconciliation is a reduction of $9,044 million. Please provide draft disclosure to be included in future
filings addressing material effects to your tax provision. Please include the effect of foreign effective income tax rates on your
results of operations, including the effect of having proportionally higher earnings in countries where you have lower statutory
tax rates. Alternatively, describe to us why you believe such disclosure is not necessary.

Response: In response
to the Staff’s comments, we will enhance our future disclosures by including the following:

“Provision for income
taxes was $26.5 million during Fiscal 2012, compared to $30.4 million during Fiscal 2011.  The decrease of $3.9 million
was due to a $15.1 million decrease in income from continuing operations before income taxes as well as a shift in income to jurisdictions
imposing lower statutory tax rates offset by an increase in unrecognized tax benefits recognized in Fiscal 2012 and an increase
in valuation allowance related to certain foreign tax attributes. See Note 12 to the accompanying consolidated financial statements
for additional information.”

Item 8. Financial Statements and Supplementary
Data, Page 38

Consolidated Statements of Operations,
Page 45

 3. We note you exclude depreciation and amortization from cost of sales. Since you do not allocate
the amount of depreciation and amortization expense to cost of sales, please revise the description of the line item in accordance
with SAB Topic 11.B to clearly identify that cost of sales excludes depreciation and amortization expense.

Response: In response
to the Staff’s comment, we will enhance our future disclosures by revising the description to “Cost of sales (exclusive
of depreciation and amortization)”.

Note 12. Income Taxes, page 69

 4. We note you changed your permanent reinvestment assertions related to Hong Kong and other Asian
subsidiaries in the fourth quarter of fiscal 2011, whereby you no longer provide deferred taxes on the undistributed earnings of
these subsidiaries. In this regard, please tell us and in future filings clarify why you believe it is not practicable to determine
the amount of unrecognized deferred tax liability related to the $169.8 million in undistributed earnings. Provide us with a draft
of your proposed revisions.

    2

Response: In response
to the Staff’s comments, we will enhance our future disclosures to clearly state why it is not practicable to determine the
amount of unrecognized deferred tax liability related to the undistributed earnings. These earnings have been reinvested in foreign
operations and the Company does not currently plan to initiate any action that would result in these earnings being repatriated
to the U.S. Upon distribution of these earnings in the form of dividends or otherwise, the Company would be subject to both U.S.
income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries,
as applicable. If the Company plans to repatriate any of these earnings in the future, we will revise the disclosure to include
the estimated tax liability based on such calculation.

In response to the Staff’s comment, we will
enhance our future disclosures by including the following bolded sentences within the Income Tax footnote:

“As of February 2, 2013, the Company has not
provided Federal taxes on approximately $169.8 million of unremitted earnings of its foreign subsidiaries. The Company intends
to reinvest these earnings to fund expansion in these and other markets outside the U.S. Accordingly, the Company has not provided
any provision for income tax expense in excess of foreign jurisdiction income tax requirements relative to such unremitted earnings
in the accompanying financial statements. Due to the complexities associated with the hypothetical calculation, including the
availability of foreign tax credits, the Company has concluded it is not practicable to determine the unrecognized deferred tax
liability related to the undistributed earnings.”

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

Exhibit 99.1

Reconciliation of Non-GAAP Financial
Information to GAAP Information

 5. We note that you present two different types of full non-GAAP consolidated income statements
for purposes of presenting your results of operations. We believe that the presentation of a full non-GAAP income statement attaches
undue prominence to the non-GAAP information, results in the creation of many additional non-GAAP measures (e.g. non-GAAP cost
of goods sold, interest income and selling, general and administrative expense, etc) and may give the impression that the non-GAAP
income statement represents a comprehensive basis of accounting. Please confirm to us that you will not present full non-GAAP consolidated
income statements in future filings. Refer to Question 102.10 of the Division of Corporation Finance’s Compliance and Disclosure
Interpretations of the rules and regulations on the use of Non-GAAP Financial Measures for additional guidance. As an alternative,
you may present a non-GAAP performance measure reconciled to the most comparable measure calculated in accordance with GAAP.

Response: In response
to the Staff’s comment, the Company confirms that it will not present full non-GAAP consolidated income statements in future
filings. We will present a non-GAAP performance measure reconciled to the most comparable measure calculated in accordance with
GAAP in the format as shown below:

    3

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

Compensation Discussion and
Analysis, Page 17

CEO Compensation, Page 25

 6. We note your alternate presentation of your CEO’s realized compensation for 2012 on pages
25 and 26. Please confirm that in future filings you will not present these alternative tables before or more prominently than
the Summary Compensation Table required by Item 402(c) of Regulation S-K. In addition, please confirm that in future filings you
will disclose that these alternative tables are not a substitute for the Summary Compensation Table. Lastly, please confirm that
in future filings you will clearly explain the differences between the compensation reflected in Total Direct Compensation, Realizable
Compensation and the Summary Compensation Table. Please provide draft disclosure in your response. For guidance see the Staff Observations
in the Review of Executive Compensation Disclosure at http://www.sec.gov/divisions/corpfin/guidance.htm.

Response: In response
to the Staff’s comment, the Company confirms that it will not present its alternative presentation of its CEO’s realized
compensation before or more prominently than the Summary Compensation Table required by Item 402(c) of Regulation S-K.  In
addition, the Company confirms that in future filings we will disclose that these alternative tables are not a substitute for the
Summary Compensation Table.  Lastly, the Company confirms that in future filings we will clearly explain the differences between
the compensation reflected in Total Direct Compensation, Realizable Compensation and the Summary Compensation Table.

    4

In response to the Staff’s
comment, we will enhance our future disclosures by revising footnote 1 to the CEO Compensation (Realized Compensation on a Yearly
Basis) table appearing on page 25 of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 8, 2013 (the
“2013 Proxy Statement”) to add the following sentences:

“Table varies from the
Summary Compensation Table disclosed under the heading “Executive Compensation – Summary Compensation Table”
in that it reports only Realizable Compensation, which consists of compensation reported in the Summary Compensation Table less
(i) performance-based equity awards granted but not earned due to the Company not achieving the performance target threshold set
by the Company’s Compensation Committee for that fiscal year and (ii) compensation reported in the “All Other Compensation”
column of the Summary Compensation Table.  This table should not be viewed as a substitute for the Summary Compensation Table.”

In response to the Staff’s
comment, we will also enhance our future disclosure by inserting the following footnotes to future versions of the table appearing
on page 26 of the Company’s 2013 Proxy Statement as follows (emphasis added to show insertions):

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

    Peer Group
    The Children’s Place

    25th
    Median
    75th

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

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

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

1
Realizable Compensation consists of compensation reported in the Summary Compensation Table excluding (i) performance-based
equity awards granted but not earned due to the Company not achieving the performance target threshold set by the Company’s
Compensation Committee for that fiscal year and (ii) compensation reported in the “All Other Compensation” column of
the Summary Compensation Table.  This table should not be viewed as a substitute for the Summary Compensation Table.

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

    5

Long-Term Incentives –
Equity Awards, Page 30

 7. Please revise future filings to more clearly quantify and explain the amounts of compensation
awarded pursuant to employment agreements and plan awards. For example, it is unclear why certain amounts of performance-based
awards were chosen as referenced in the last paragraph on page 31. See Items 402(b)(1)(v) and 402(b)(2)(vi) of Regulation S-K.
Please provide draft disclosure.

Response: In response to the Staff’s
comment, we will enhance our future disclosures by revising future filings to more clearly quantify and explain the amounts of
compensation awarded pursuant to employment agreements and plan awards.  For an example of our enhanced disclosure, please
see the last paragraph appearing on page 31 of our 2013 Proxy Statement revised as follows:

“Accordingly, for fiscal
2012, each of the NEOs (other than Ms. Elfers, Mr. Poole and Mr. Scarpa) were granted PRSU awards as part of our annual long-term
incentive award grants to eligible employees having a one-year performance period ended on February 2, 2013 and, if performance
targets were met, a cliff vesting in April 2015, provided that the applicable NEO is employed at that time.  Mr. Poole was
granted a PRSU award in connection with his initial employment by the Company having the same terms.  Ms. Elfers was granted
a PRSU award pursuant to her amended employment agreement and as part of our annual long-term incentive award grants having similar
terms but with a cliff vesting in February 2014 (see “CEO Compensation” below).  Mr. Scarpa was not granted a
PRSU award due to his joining the Company late in the fiscal year.  Depending on the Company’s ability to meet the performance
target, up to 200% of the target amount of shares were available to be earned.  For the target and maximum values of each
PRSU granted to the NEOs, see the Summary Compensation Table.”

As requested, we acknowledge 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.

    6

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

    Very truly yours,

    /S/Michael
    Scarpa

    Michael Scarpa

    Chief Operating Officer

 and Chief Financial

 Officer

 cc: Myra Moosariparambil

Adam Turk

James Lopez

Jane T. Elfers

Bradley P. Cost, Esq.

    7

June 27, 2013

Via E -mail
Jane T. Elfers
Chief Executive Officer
The Children’s Place Retail Stores, Inc.
500 Plaza Drive
Secaucus, NJ 07094

 Re:  The Children’s Place Retail Stores, Inc.
  Form 10 -K for the  Fiscal Year Ended February 2, 2013
  Filed March 28 , 2013
  Definitive Proxy Statement on Schedule 14A
  Filed April 8, 2013
  File No.  000 -23071

Dear Ms. Elfers :

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 providing the req uested
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, please tell us why in your response.

 After reviewing any  information you provide in response to  these comments, we may
have additional comments.

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

Item 7. Management’s Discussion and Analysis of Financial Condition, page 26

Results of Operations, page 30

Fiscal 2012 Compared to Fiscal 2011, page  31

1. We note your disclosure within your Selected Data for Continuing Operations on page 25
that your average net sales per store ha ve been declining over the past five years.  With a
view to revised disclosure in future filings, please advise us of the ex tent to which this
metric is used by management to manage the business and tell us whether the average net
sales per store numbers represent a known, material trend in your average store

Jane T. Elfers
The Children’s Place Retail Stores, Inc.
June 27, 2013
Page 2

 productivity.  If so, please provide draft disclosure to include in f uture filings, as
applicable.  See Securities Act Release No. 33 -8350.

Provision for income taxes, page 32
2. You disclose the decrease in the provision for income taxes is due to a $15.1 million
decrease in income from continuing operations before income taxes. The effects of
material variances in components of the tax provision that offset each other should be
separately disclosed and quantified. Refer to Item 303(a)(3) of Regulation S -K and SEC
Interpretive Release 33 -8350 ( http://www.sec.gov/rules/interp/33 -8350.htm ).  In this
regard, we note your foreign operations comprised 59% of your continuing operations
before taxes and the foreign tax rate differential in your effective tax rate reconcili ation
is a reduction of $9,044 million. Please provide draft disclosure to be included in future
filings addressing  material effects to your tax provision. Please include the effect of
foreign  effective inco me tax rates on your results of operations, including the effect of
having proportionally higher earnings in countries where you have lower statutory tax
rates. Alternatively, describe to us why you believe such disclosure is not necessary.

Item 8. Financial Statements and Supplementary Data, page 38

Consolidated Statements of Operations, page 45
3. We note you exclude depreciation and amortization from cost of sales. Since you do not
allocate the amount of depreciation and amortization expense to cost of sales, please
revise the description of the li ne item in accordance with SAB Topic 11 .B to clearly
identify that cost of sales excludes depreciation and amortization expense.

Note 12. Income Taxes, page 69
4. We note you changed your permanent reinvestment assertions related to Hong Kong and
other Asia n subsidiaries in the fourth quarter of fiscal 2011, whereby you no longer
provide deferred taxes on the undistributed earnings of these subsidiaries. In this regard,
please tell us and in future filings clarify why you believe it is not practicable to
determine the amount of unrecognized deferred ta x liability related to the $169.8 million
in undistributed  earnings.   Provide us with a d raft of your proposed revisions.
Items 2.02 and 9.01 Forms 8 -K filed on May 23, 2013  and March 26, 2013
Exhibit 99.1
Reco nciliation  of Non-GAAP  Financial Information to GAAP Information
5. We note that you present two different types of full non -GAAP consolidated income
statements for purposes of presenting your results of operations.  We believe that the

Jane T. Elfers
The Children’s Place Retail Stores, Inc.
June 27, 2013
Page 3

 presentation of a full  non-GAAP income statement attaches undue prominence to the
non-GAAP information, results in the creation of many additional non -GAAP measures
(e.g. non -GAAP cost of goods sold, interest income and selling, general and
administrative expense, etc) and may give the impression that the non -GAAP income
statement represents a comprehensive basis of accounting.  Please confirm to us that you
will not present full non -GAAP consolidated income statements in future filings.  Refer
to Question 102.10 of the Division  of Corporation Finance’s Compliance and Disclosure
Interpretations of the rules and regulations on the use of Non -GAAP Financial Measures
for additional guidance.  As an alternative, you may present a non -GAAP performance
measure reconciled to the most co mparable measure calculated in accordance with
GAAP.

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

Compensation Discussion and Analysis, page 17

CEO Compensation, page 25

6. We note your alternate presentation of your CEO’s realized compensation for 2012 on
pages 25 and 26.  Please confirm that in future filings you will not present these
alternative tables before or more prominently than the Summary Compensation Table
require d by Item 402(c) of Regulation S -K.  In addition, please confirm that in future
filings you will disclose that these alternative tables are not a substitute for the Summary
Compensation Table.  Lastly, please confirm that in future filings you will clearly  explain
the differences between the compensation reflected in  Total Direct Compensation,
Realizable Compensation and the Summary Compensation Table. Please provide draft
disclosure  in your response . For guidance see the Staff Observations in the Review of
Executive Compensation Disclosure at
http://www.sec.gov/divisions/corpfin/guidance/execcompdisclosure.htm .

Long -Term Incentives – Equity Awards , page 30

7. Please revise future filings to more clearly quantify and explain the amounts of
compensation awarded pursuant to employment agreements and plan awards.  For
example, it is unclear why certain amounts of performance -based awards were chosen as
referenced in the last par agraph on page 31.  See Items 402(b)(1)(v) and 402(b)(2)(vi) of
Regulation S -K.  Please provide draft disclosure.

Jane T. Elfers
The Children’s Place Retail Stores, Inc.
June 27, 2013
Page 4

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inc ludes 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 adequ acy of the disclos ures 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 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 Commiss ion or any person under the federal securities laws of the United States.

You may conta ct Myra Moosariparambil  at (202) 551 -3796 or Tia L. Jenkins at (202)
551-3871 if you have questions regarding comments on the financial statements and related
matters and Adam Turk at (202) 551 -3657 or James Lopez at (202) 551 -3536 with any other
questions.

Sincerely,

/s/Tia L. Jenkins

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

CORRESP
1
filename1.htm

500 PLAZA DRIVE

SECAUCUS, NJ 07094

PHONE 201-453-6400

August 24, 2012

VIA EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

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

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

	Form 10-K for the Year Ended January 28, 2012

	Filed March 23, 2012

	File No. 000-23071

Dear Ms. Jenkins:

We acknowledge receipt of your letter dated
August 15, 2012 related to the above referenced filing.

In order to complete our thorough review
through the appropriate diligence channels, we respectfully request an extension of time to respond to the inquiries contained
in the referenced letter. We currently anticipate submitting a response on or before September 14, 2012.

Please telephone me at (201) 453-7444 if
there are any concerns regarding our proposed timetable.

    Sincerely,

    By:
    /s/ Steven E. Baginski

    Steven E. Baginski

Chief Financial Officer

SEB/jem

 cc: Bradley P. Cost, Esq., Senior Vice President and General
Counsel

Bernard L. McCracken, Vice President, Controller

John Taylor, Vice President, Finance

Gerard Amato, Director, Financial Reporting

James E. Myers, Esq., Assistant General Counsel (Corporate & Securities)

August 15 , 2012

Via E-mail
Mr. Bernard L. McCracken
Interim Principal Accounting  Officer
The Children’s Place Retail Stores, Inc.
500 Plaza Drive
Secaucus, NJ 07094

Re: The Children’s Place Retail Stores, Inc.
 Form 10-K for the Year Ended January 28, 2012
Filed March 23, 2012
File No. 00 0-23071

Dear Mr. McCracken :

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 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.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 25

1. We note the discussion in your first quarter earnings conference call regarding how high
birth rates are projected to reach their 2008 levels in 2015 or later.  With a view to
revised disclosure in future filings, please tell us whether the projected decrease
represents a known material trend.

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

Bernard L. McCracken
The Children’s Place Retail Stores, Inc.
August 15 , 2012
Page 2

  Explain how the increases in sales from new store openings over the last two years
have translated into or contributed to the comp arable  store decreases year over year
during the past two years once  the new stores have been opened for a year and start
contributing to comparable store figures. In this regard, please explain further  how
comparable store sales continue to decrease when you are building a portfolio of
stores that appear to be performing well in their first year of operation. Your response
should discuss whether new stores experience the same decline in the number of
transactions and increase in markdowns after their first year of operation and if so
how management considers this in their policy for determining which stores to open;
and

 Explain how the increase in the number of store closings has contributed to the
decrease in comp store sales. Discuss how management determines which stores to
close and how these determinations were considered in your impairment analysis. To
the extent yo u close only underperforming stores, tell us how you considered the 34
store closings in 2011 in your impairment analysis.

3. We note you have recorded impairment charges in each of the periods presented;
specifically you disclose that you impaired seven and  eight underperforming stores
during fiscal 2011 and 2010 and one store in the first quarter 2012. With regard to your
impairment policy and recently recorded impairments, please provide draft disclosure to
be included in future filings, that addresses the  following:

 The number of s tores you tested for impairment at each balance sheet date and the
reasons for any significant increases or decreases in the number of stores tested. We
note your policy on page 28 that states you test “all stores that have been  open for at
least two years or sooner if circumstances should dictate.” Considering the declining
trend in comparable stores sales as well as margins, it would appear that some stores
may be tested sooner;

 Discuss the facts and circumstances surrounding the impairments, including the
nature of the stores that have been impaired, whether these are stores you have
decided to close, the carrying amount of the assets recorded that remain after the
impairment and how you determined that the remaining assets we re recoverable. This
information could be provided in a tabular format; and

 For the stores that you have continually assessed each quarter or each year for
impairment, disclose the total amount of remaining assets at these stores and how you
determined th ose assets are recoverable.

12. Income Taxes, page 62

4. Please tell us what is included in income from continuing operations from foreign
operations. In this regard, your footnote 12 discloses $58.1 million in income from

Bernard L. McCracken
The Children’s Place Retail Stores, Inc.
August 15 , 2012
Page 3

 continuing operations from foreig n operations when your segment footnote presents
operating income from Canada of $29.2 million. Absent the difference of interest expense
between segment operating income and income from continuing operations before taxes,
please explain  how you are genera ting this foreign income. Further discuss your
subsidiary operations in Hong Kong and Asia as it appears you do not have any stores in
those locations.

5. Please tell us the evidence used to support the permanent investment assertion that
foreign unremitte d earnings are indefinitely reinvested in Hong Kong and Asian
subsidiaries in order to qualify for the indefinite reversal exception. See ASC 740 - 30-25-
17. Consideration should be given to all available information including past historical
actions, opera ting and capital plans of Hong Kong and Asian subsidiaries and your ability
to continue to reinvest if there is a change in market conditions.  Please also tell us, and
clarify in future filings, if you elected to make a full or partial reinvestment assert ion for
a portion or all unremitted earnings for these subsidiaries.

6. We note that you received $32.2 million in distributions from your Canadian subsidiary
in 2009, which was used to assist in share repurchases in the U.S. You also disclose that
the distr ibution was one time in nature and therefore it did not affect your assertion that
undistributed earnings were permanently reinvested. Considering your current volume of
share repurchases and new 2012 repurchase program, please tell us the basis for your
determination and how you have the intent and ability to indefinitely postpone the
remittance of Canadian earnings to the U.S. and continue to qualify for the indefinite
reversal exception. In doing so include any specific plans as evidence the indefinite
reversal criteria were present to overcome the presumption that all undistributed earnings
will be transferred to the parent company.

14. Segment Information, page 67

7. On page nine you disclose that e -commerce sales now account for approximately 10% of
total net sales in fiscal 2011 and assert this business is a top strategic growth priority for
you. We also note the discussion on page 30 indicates comparable stores sales are
experiencing deteriorating operations which is in sharp contrast to the growth tr end
reported by comparable e -commerce sales. Please tell us how you determined that
including the e -commerce business within the U.S and Canadian reporting segments is
appropriate and how you identified your operating and reporting segments in accordance
with ASC 280 -10-50. Please also provide us with a courtesy copy of the financial
package used by the chief operating decision maker to assess performance and allocate
resources to support the assertions in your response.

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

Bernard L. McCracken
The Children’s Place Retail Stores, Inc.
August 15 , 2012
Page 4

 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 foreclose
the Commission from taking any action with respect to the filing; and

 the comp any 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.

You may contact Brian McAllister at (202) 551 -3341 or Melissa Rocha  at (202) 551 -
3854  if you  have questions regarding comments on the financial statements and related matters.
Please contact Adam Turk at (202) 551 -3657 or James Lopez at (202) 551 -3536
with any other questions.

Sincerely,

/s//Tia L. Jenkins

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

September 13, 2011
 Via E-mail

Jane T. Elfers Chief Executive Officer and President 500 Plaza Drive Secaucus, New Jersey 07094
Re: The Children’s Place Retail Stores, Inc.
 Form 10-K for the Fifty-Two Weeks Ended January 29, 2011
Filed March 28, 2011 Form 10-Q for the Quarterly Period Ended July 30, 2011 Filed September 7, 2011 File No. 0-23071

Dear Ms. Elfers:
 We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and re lated disclosures and do not intend to expand our
review to other portions of your documents.  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 te n business days by amending your filings, 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 f ilings and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fifty-Tw o Weeks Ended January 29, 2011

 Item 7. – Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 30
 Results of Operations, page 37

 Fiscal 2010 Compared to Fiscal 2009, page 39

1. Reference is made to your disclosure on pa ges 40 and 42 of the $1.4 million decrease and
$27.7 million decrease in SG&A expenses ex cluding the effects of certain SG&A
expenses.  Please tell us your consider ation of whether these amounts are non-GAAP
measures.  Refer to Item 10(e)(2) of Regulation S-K.

Jane T. Elfers The Children’s Place Retail Stores, Inc. September 13, 2011 Page 2

 Liquidity and Capital Resources, page 44

2. When discussing liquidity please disclose: a) the amount of cash and cash equivalents
held by foreign subsidiaries; b) a statement,  if true, that you woul d need to accrue and
pay taxes if repatriated; and c) a statement, if  true, that you do not intend to repatriate the
funds.  Please show us your proposed disclosure.
 Consolidated Financial Statements, page 56

 Notes to Consolidated Financial Statements, page 60

3. Reference is made to your disclosure in the third paragraph on page 26 that your credit
facility prohibits the payment of dividends .  Please disclose in the notes to the
consolidated financial statements the most  significant restrictions on the payment of
dividends, indicating their sour ces, their pertinent provisions and the amount of retained
earnings or net income restricted or free of re strictions as required  by Rule 4-08(e)(1) of
Regulation S-X.  Please show us  your proposed disclosure.
 Note 11. Legal and Regulatory Matters, page 81

4. Reference is made to the second paragraph in which you disclose that the ultimate
liability arising out of various legal proceedi ngs in the normal course of business will not
have a material effect on your financial condition .  This disclosure is silent about
financial statements other than your balan ce sheet; please tell us whether this was
purposeful.  In any event, please disclose whether these legal proceedings will have a
material effect on your results of operations and cash flows.  If there is at least a
reasonable possibility that a material lo ss exceeding amounts al ready recognized may
have been incurred, please disclose the nature of the contingencies and either an estimate
of the additional loss or range of loss, or st ate that such an estimate cannot be made.
Please refer to ASC 450-20-50.  Please show us your proposed disclosure.
 Form 10-Q for the Quarterly Period Ended July 30, 2011

 Part I - Financial Information

 Item 4. Controls and Procedures, page 27

 Evaluation of Disclosure Cont rols and Procedures, page 27

5. We note your statement that, “Disclosure cont rols and procedures are designed only to
provide ‘reasonable assurance’ that the controls and procedures will meet their objectives.”  Please revise to state clearly, if true, that your Chie f Executive Officer and
President, Interim Principal Accounting Offi cer and Interim Principal Financial Officer
concluded that your disclosure controls and procedures are effective at the reasonable

Jane T. Elfers The Children’s Place Retail Stores, Inc. September 13, 2011 Page 3

 assurance level.  In the alternative, remove th e reference to the level of assurance of your
disclosure controls and procedures.  Pleas e refer to Section II.F.4 of Management’s
Reports on Internal Control Over Financial Re porting and Certification of Disclosure in
Exchange Act Periodic Reports, SEC Releas e No. 33-8238, available on our website at
http://www.sec.gov/rules/final/33-8238.htm
.
 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 Adam Phippe n, Staff Accountant, at ( 202) 551-3336 or me at (202)
551-3849 if you have questions regarding our comments or any other questions.

Sincerely,
    /s/ James Allegretto
 James Allegretto Senior Assistant Chief Accountant
  cc:  Bernard L. McCracken  Principal Accounting Officer  Via E-mail

CORRESP
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July 22, 2009

Attn:
Ms. Melissa Duru

U.S.
Securities and Exchange Commission

Division of Corporation
Finance

Mail Stop 7010

100 F Street N.E.

Washington, D.C. 20549

  Re:

  The Children’s Place Retail
  Stores, Inc.

  Definitive Additional
  Soliciting Materials on Schedule 14A Filed July 13, 2009

  File No 1-23071

Dear Ms. Duru:

On behalf of our client,
The Children’s Place Retail Stores, Inc. (the “Company”), please
find responses to the comments from the Staff’s letter to the Company (File No. 1-23071)
of July 15, 2009 regarding definitive additional soliciting materials on
Schedule 14A (the “additional soliciting materials”).  Set forth below in bold are comments from the
Staff’s letter.  Immediately below each
of the Staff’s comments is the Company’s response to that comment.  For your convenience, each of the numbered
paragraphs below corresponds to the numbered comment in the Staff’s comment
letter and includes the caption used in the comment letter.

1.                                      We direct you to statements made
in soliciting materials filed by the dissident group in which they disclose Mr. Silverstein’s
intent to resign if the Dabah nominees are elected.  In light of such statements, please provide
support for your allegations throughout the filing that Mr. Dabah will
have majority control of the Board and de facto control of the company.  Alternatively, in future filings, please
refrain from making unsupported allegations or assertions regarding Mr. Dabah’s
“control” of the Board and company if his nominees are elected.

The Company respectfully
submits that other than the public statements of the dissident group, Mr. Silverstein
has not given any indication to the Company (oral or written) of his intent to
resign his position as a director of the Company.  In Mr. Dabah’s definitive proxy statement,
dated June 17, 2009, Mr. Dabah states: “If all the Nominees are
elected to the Board, the Nominees, together with Mr. Dabah and Mr. Silverstein,
will constitute a majority of the Board.”
An investor presentation, filed by Mr. Dabah with the SEC on July 7,
2009, contained a statement that Mr. Silverstein would not stand for
re-election when his term expires in 2010 if Mr. Dabah’s nominees are
elected.  This was the first, and has
been the only indication the Company has had of Mr. Silverstein’s intent
not to stand for re-election.  Then, on July 13,
2009, Mr. Dabah filed a revised investor presentation that stated that Mr. Silverstein
would resign from the Company’s board immediately if Mr. Dabah’s nominees
are elected.

The Company respectfully
submits that Mr. Silverstein’s intent with respect to his directorship is
not clear to the Company, and until such time as Mr. Silverstein notifies
the Company otherwise, he remains a member of the Company’s board of
directors.  The fact remains that Mr. Dabah
currently has two designees (himself and Mr. Silverstein) on the Company’s
board of directors, and if his three nominees are elected, Mr. Dabah’s
designees will constitute a majority of the Company’s board, giving Mr. Dabah
de facto control of the Company.

2.                                      We note the continued assertion
that the election of the Dabah nominees will result in the control of the Board
by Mr. Dabah.  We remind you of
prior comment 4 of our letter dated June 9, 2009 and the revisions you
made in response to such comment in the definitive proxy.  Please ensure that your soliciting materials
consistently acknowledge that all nominees are bound by fiduciary duties to the
shareholders in the exercise of their duties, irrespective of which party
designated such nominees.

The Company confirms that
any future soliciting materials asserting that the election of the Dabah
nominees will result in the control of the Board by Mr. Dabah will consistently
acknowledge that all nominees are bound by fiduciary duties to the Company’s stockholders
in the exercise of their duties, irrespective of which party designated such
nominees.

3.                                      Please ensure that all soliciting
materials acknowledge that there can be no assurance that the nominees, if
elected, will be capable of producing improvements in shareholder value.

The Company confirms that
all future soliciting materials that address the impact of the election on
shareholder value will acknowledge that there can be no assurance that the
nominees, if elected, will be capable of producing improvements in shareholder
value.

2

4.                                      Avoid statements that directly or
indirectly impugn character, integrity or personal reputation or make charges
of illegal or immoral conduct without factual foundation.  Refer to Rule 14a-9.  In future filings, please refrain from
assertions that Mr. Dabah is “misleading” shareholders or “not telling the
full story.”  We similarly note reference
to your assertion that Mr. Dabah is relentless in his attempts to “destabilize
the company...”

The Company confirms that
it will avoid statements that directly or
indirectly impugn character, integrity or personal reputation or make
charges of illegal or immoral conduct without factual foundation in future soliciting
materials.

5.                                      In light of the conflicting
significance attributed by both parties to a 2002 photograph of Mr. Dabah
and Mr. Benaroya, with a view towards revised disclosure, please provide
further support for your implied assertion that Mr. Dabah and Mr. Benaroya
had a relationship prior to the current proxy contest.  Alternatively, please file corrective
disclosure that discloses, if true, that you have no basis for assertions
regarding the prior relationship of Mr. Dabah and Mr. Benaroya.

Mr. Dabah first suggested Mr. Benaroya as a potential candidate for the Company’s board of directors in 2008.  At that time the board declined to propose Mr. Benaroya as a candidate for the board or as CEO.  In 2009, Mr. Dabah determined to initiate a proxy contest and nominate Mr. Benaroya for election as a director, with the further statement that Mr. Dabah and his other nominees would put forth Mr. Benaroya as their choice for the permanent CEO position, if they were elected.  Given the photograph showing that Mr. Dabah and Mr. Benaroya were at least passing acquaintances as of 2002 and the fact that Mr. Dabah has proposed Mr. Benaroya as a director in each of the last two years (and as CEO in 2009), the Company has a reasonable belief that there is an existing relationship between Mr. Dabah and Mr. Benaroya, be it social, business or professional, that has led to Mr. Dabah’s insistence on repeatedly putting forth Mr. Benaroya as a candidate for both the Company’s board of directors and CEO position over the course of the last two years, a period of time during which Mr. Dabah has acknowledged he has not interviewed a single alternative candidate for the position of permanent CEO of the Company.

6.                                      In connection with responding to
our comments, please provide, in writing, a statement from the participants
acknowledging that:

·                  the participants are responsible
for the adequacy and accuracy of the disclosure in the filings;

·                  staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filings; and

3

·                  the participants 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.

On behalf of the
participants, the Company acknowledges that:

·                  the participants are responsible for the adequacy and
accuracy of the disclosure in the filings;

·                  staff comments or changes to disclosure in response to
staff comments do not foreclose the Commission from taking any action with
respect to the filings; and

·                  the participants 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.

4

If you have any questions
or would like to discuss any of the Company’s responses, please do not hesitate
to call me (212-310-8552) or Jackie Cohen (212-310-8891) or, if more
convenient, contact us via e-mail (michael.aiello@weil.com or
jackie.cohen@weil.com).

  Very truly yours,

  Michael J. Aiello

cc:  Chuck Crovitz

(The Children’s Place
Retail Stores, Inc.)

Jackie Cohen

5

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

       DIVISION OF
CORPORATION FINANCE

 July 14, 2009

Via Facsimile (212) 504-6666 and U.S. Mail
Dennis J. Block, Esq.
Cadwalader Wickersham & Taft, LLP. One World Financial Center New York, NY 10281
 Re: The Children’s Place Retail Stores, Inc.
  Definitive Additional Solicit ing Materials on Schedule 14A
Filed July 7 and 8, 2009 by Ezra Dabah, et al.
       File No. 0-23071

Dear Mr. Block:
We have conducted a limited review of the filings listed above and have the following
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.
Soliciting Materials filed July 7 and 8, 2009

1. Please ensure that future filings provide balanced disclosure.  For example, you highlight the recent stock price declines of the company’s stock without providing acknowledgement of external factors related to overall recent market volatility and declines that could have equally contributed to the decline in the share price.  In future filings, please include an acknowledgement of the other non-management-related factors that could have contributed to the decline.
2. You disclose on page 7 of the presentation filed on July 7, 2009 that the Committee’s nominees will work with the Board and management to increase shareholder value.  Please ensure that all future soliciting materials consistently acknowledge that there can be no assurance that the nominees, if elected, will be capable of producing improvements in shareholder value.

Dennis Block, Esq.
Cadwalder, Wickersham & Taft, LLP. July 14, 2009 Page 2  Closing Comments

Please respond to the above comments promptly and comply with our comments when
disseminating information in the future.  If you believe that compliance with our comments is not appropriate, please provide the basis for your  view in your response letter filed via EDGAR
and tagged as “CORRESP”.  You should be aware, however, that we may have additional comments based on your supplemental response.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings 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 participants are in possession of all facts relating to their 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 participants acknowledging that:
• the participants are 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 participants 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 our comments on your filing.     Please direct any questions to me at (202) 551-3757 or, in my absence, to Nicholas Panos, Senior Special Counsel, at (202) 551-3266.  You may also contact me via facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code: 20549-3628.        S i n c e r e l y ,               M e l l i s s a  C a m p b e l l  D u r u        Special Counsel       Office of Mergers and Acquisitions

CORRESP
1
filename1.htm

  767
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  NEW
  YORK, NY 10153

  BOSTON

  BRUSSELS

  (212)
  310-8000

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  SINGAPORE

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  D.C.

June 30, 2009

Attn:
Ms. Melissa Duru

U.S.
Securities and Exchange Commission

Division of Corporation
Finance

Mail Stop 7010

100 F Street N.E.

Washington, D.C. 20549

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

Definitive Additional Soliciting Materials on Schedule 14A Filed June 16,
2009

File No 1-23071

Dear
Ms. Duru:

On
behalf of our client, The Children’s Place Retail Stores, Inc. (the “Company”),
please find responses to the comments from the Staff’s letter to the Company
(File No. 1-23071) of June 22, 2009 regarding definitive additional
soliciting materials on Schedule 14A (the “additional soliciting materials”).  Set forth below in bold are comments from the
Staff’s letter.  Immediately below each
of the Staff’s comments is the Company’s response to that comment.  For your convenience, each of the numbered
paragraphs below corresponds to the numbered comment in the Staff’s comment
letter and includes the caption used in the comment letter.

Soliciting
Materials filed June 16, 2009

1.                                      Support
for each statement or assertion of opinion or belief must be self-evident,
disclosed in the proxy materials, or provided to the staff on a supplemental
basis. Provide us with support for the following non-exhaustive list of
statements:

·                                          []our
highly qualified independent directors have...created significant value...”
(emphasis added);

·                                          “[t]hanks
to the leadership of management and the current Board..., the Children’s Place
has been restored to a position of strength as a market leader...” and,

·                                          “Mr. Dabah’s
past conduct and management performance have cost The Children’s Place and its
stockholders dearly, eroding its value and causing great uncertainty among
employees and in the marketplace...”

Please
see Annex A hereto for supplemental material supporting the above-referenced
statements.

The
Children’s Place Urges…

2.                                      The
Company has implied that security holders are entitled to receive a payment in a
contested election of directors. This implication must be addressed through
corrective disclosure in future filings that indicates security holders are not
entitled to any such payment. In addition, the disclosure implies that simply
proposing another choice for security holders during a contested election of
directors is tantamount to an effort to “steal” control of an issuer. This
implication must be addressed through corrective disclosure in future filings
that indicates directors other than those nominated by the issuer may be
lawfully introduced for consideration without triggering a change of control.

The Company respectfully
submits that it has not implied that security holders are entitled to receive a
payment in a contested election of directors or that simply proposing another
choice for security holders during a contested election of directors is
tantamount to an effort to “steal” control of an issuer.  The Company has explained in its letter to
stockholders that after a public announcement that Mr. Dabah intended to
make an offer to acquire the Company and a prolonged sale process, Mr. Dabah
ultimately decided not to make a bona fide offer for the Company.  The Company also pointed out to stockholders
that now, when neither of Mr. Dabah’s current designees are up for
election, he has proposed to nominate three directors (in addition to the two
directors he has already nominated) to the Board (to compete with the slate
proposed by the Board).  As a result, if Mr. Dabah’s
nominees are elected, he will have designated a majority of the Company’s
Board, 5 of 9 directors.  The Company
respectfully submits that the opportunity to designate a majority of a
company’s board of directors is generally considered a key factor in
determining control.  Running a proxy
contest is a means by which stockholders attempt to influence the composition
of their company’s board of directors.
In this case, however, Mr. Dabah is seeking to put

2

himself in the position of
having designated a majority of the members of the Company’s Board.  The Company merely has explained this to
stockholders.

Although Mr. Dabah
holds well less than a majority of the Company’s outstanding shares
(approximately 16.6%), he is seeking to designate a majority of the Board — the
three director positions currently up for election plus the two seats currently
designated by Mr. Dabah.  The
Company believes that Mr. Dabah is seeking this disproportionate
representation in order to influence the direction of the Company without
actually acquiring a greater stake in the Company’s equity.  The Company believes that it is appropriate
to make stockholders aware of these facts so they can make an informed decision
with respect to the Company’s Board.  The
Company will not provide in future filings that security holders are entitled
to receive a payment in a contested election or that simply proposing another
choice for security holders during a contested election is tantamount to an
effort to steal control of the issuer.

Your
Highly Qualified Independent Directors....

3.                                      Ms. Kasaks
is being credited with contributing to improvements in financial and
operational performance. She is later described as being a member of a “proven
slate.” We note that Pacific Sunwear has removed her as its Chairman and CEO.
Advise us of the date upon which the Company learned of this information. In
addition, please advise of any plans the Company has to revise its proxy
statement. To the extent the Company plans to mail any additional soliciting
material to security holders, please confirm that information regarding the
circumstances under which Ms. Kasaks was removed will be distributed to
security holders.

The
Company became aware that Ms. Kasaks resigned as Chairman and CEO of
Pacific Sunwear of California, Inc. (“Pacific Sunwear”) when such news
became publicly available on June 17, 2009.   The Company respectfully submits that Ms. Kasaks
was not “removed” as Chairman and CEO of Pacific Sunwear.  Ms. Kasaks was named Interim CEO of
Pacific Sunwear in October 2006 and was appointed Chairman and Chief
Executive Officer of Pacific Sunwear in May 2007.  The Company notes that the term of Ms. Kasaks’
contract with Pacific Sunwear was scheduled to expire on January 31, 2010
and that Ms. Kasaks voluntarily resigned as Chairman and CEO upon
completion of a successful search for her successor and in connection with
Pacific Sunwear’s decision to appoint an independent director as Chairman of
its Board of Directors.  The Company also
notes that Ms. Kasaks will remain as a member of Pacific Sunwear’s board
of directors and will continue to be an employee of Pacific Sunwear and provide
transition services until her retirement on January 31, 2010.

3

The
Company will note the changes in Ms. Kasaks’ employment with Pacific
Sunwear and indicate the circumstances under which Ms. Kasaks resigned as
Chairman and CEO of Pacific Sunwear in additional soliciting materials
distributed to security holders.

4.                                      In
future filings, please ensure that any descriptions regarding Mr. Dabah’s
resignation are accompanied by qualifying disclosures, if true, that he
resigned without cause as a result of mutual agreement. If Mr. Dabah
resigned without cause and as a result of mutual agreement, please confirm that
the Company will not characterize his resignation as an “ouster” as a result of
alleged “misconduct” or “serious corporate governance abuses” in future filing.

As
publicly announced by a press release on September 26, 2007 (filed as an
attachment to a Current Report on Form 8-K on October 1, 2007), Mr. Dabah
resigned from his position as the Company’s CEO at the request of the Board
following an investigation in which it was determined that in multiple instances
Mr. Dabah did not comply with the Company’s Code of Business Conduct and
internal policies related to securities trades.
Prior to the request for Mr. Dabah’s resignation, the Company had
been notified by its auditor, Deloitte & Touche LLP, that it was no
longer willing to rely on Mr. Dabah’s representations in connection with
its audits, which was publicly disclosed in the Company’s Annual Report on Form 10-K
for the fifty-three weeks ended February 3, 2007.  The Company respectfully submits that, under
these circumstances, it is appropriate to characterize Mr. Dabah’s
resignation as an “ouster” as a result of “alleged misconduct” and/or “serious
corporate governance abuses,” because his actions (described above and in the
soliciting materials) were the proximate cause of the Board’s request for Mr. Dabah’s
resignation.

Do Not
Let History Repeat Itself....

5.                                      The
letter states that the Company has “restructured many of the ill-advised real
estate commitments” entered into by Mr. Dabah when he was CEO. The letter
also references “onerous remodeling requirements under the Disney Store
contract.” In a future filing, please make a corrective disclosure that
indicates, if true, that the Company’s director nominees participated in the
Company’s decision to enter into the real estate commitments and the Disney
store contract.

The
Company acknowledges and understands the Staff’s comment.  In its filing of June 26, 2009, the
Company points out that the Board (including Mr. Elvey and Ms. Kasaks)
participated in the Company’s decision to enter into the Disney store contract
on the basis of Mr. Dabah’s recommendation and his projections for that
business.  Norman Matthews was a not a
member of the Board at that time and, therefore, did not participate in the decisions.

4

6.                                      Your
disclosure implies that Mr. Dabah caused the various problems listed in
the bullet points. Although these various challenges faced the company while Mr. Dabah
was its CEO, you have not provided support for your implied assertion. Please
provide such support and if true, include disclosure in future filings that
acknowledges other factors or persons who may have shared responsibility for
the problems cited.

The Company’s disclosure
provides that “The Children’s Place was in disarray due largely to management
missteps during Mr. Dabah’s tenure” and “[U]nder Mr. Dabah’s
stewardship, the Children’s Place was facing many serious problems ….”  The Company respectfully submits that it
believes such problems were in fact primarily the responsibility of Mr. Dabah.  Below please find the support for the
Company’s belief for each of the bullets excerpted from the Company’s
disclosure.

·                  An
investigation by a special committee of the Board involving back-dating of
stock options by Mr. Dabah and others, which resulted in an investigation
by the SEC.

In a Company press release
dated January 31, 2007 (included as an exhibit to the Company’s Current
Report on Form 8-K filed on February 1, 2007), Mr. Dabah took
responsibility for the Company’s problems related to the back-dating of stock
options stating: “The thorough investigation by the special committee brought
to the Company’s attention various errors in our option granting process, which
we are committed to correcting. I regret that this happened on my watch and, as
CEO, I take responsibility.”

·                  An
investigation by the Company’s Audit Committee which found that Mr. Dabah
had violated the Company’s code of conduct with respect to securities
transactions on three different occasions.

As disclosed in the
Company’s Current Report on Form 8-K filed on September 28, 2007
after an investigation by the Audit Committee, it was determined that in
multiple instances Mr. Dabah did not comply with the Company’s Code of
Business Conduct and internal policies related to securities trades.  The Board imposed significant sanctions on Mr. Dabah
for such violations.

·                  The
notification by the Company’s auditors, Deloitte & Touche LLP, that it
was no longer willing to rely on Mr. Dabah’s representations in connection
with its audits.

As disclosed in the
Company’s Annual Report on Form 10-K for the fifty-three weeks ended February 3,
2007,  Deloitte & Touche LLP
informed the

5

Company that it would not
rely on the representations of Mr. Dabah specifically.

·                  Excessive
inventories coupled with major fashion misses in the 2007 merchandise lines
resulting in a 36% higher rate of markdowns that significantly eroded gross
margin.

During his tenure as CEO, Mr. Dabah
took an active role in determining appropriate inventory levels and it was part
of his strategic plan to increase inventory levels.

·                  Onerous
remodeling requirements under the Disney Store contract which forced the
Company to make significant capital expenditures on this ancillary business,
draining resources and liquidity from the core The Children’s Place business.
Furthermore, on Ezra Dabah’s watch as CEO, the Company was found to have been
in breach of the contract it signed with Disney.

Mr. Dabah, as CEO and a
member of the Board, was the main proponent in favor of the Disney Stores
agreement.  The Company has disclosed in
additional soliciting materials distributed to security holders that the Board
approved the Disney contract; however, such approval was based on Mr. Dabah’s
recommendation and his projections that the Company was unable to achieve under
his leadership.  Mr. Dabah managed
the implementation of the Disney Stores agreement, and the Company believes he
should be held responsible for the breaches thereof.

·                  A
lavish new corporate headquarters planned in Secaucus, NJ, which would have
resulted in incremental lease costs and increased capital expenditures at a
challenging time for the Company.

Mr. Dabah informally
proposed and advocated for the move to new corporate headquarters.  Mr. Dabah signed a lease for a new
corporate headquarters and construction was commenced; the lease arrangements
were later terminated by the Company at significant expense.

Ezra
Dabah Wants Control without Paying For It...

7.                                      We note
the comparison you make of the price per share that Mr. Dabah indicated he
would be interested in offering to the company in February 2008 to
recently traded prices of the company’s stock. To provide appropriate context
your disclosure should have referenced the trading price of the company’s stock
in February 2008. If you make comparisons such as these in future filings,
please include reference to all relevant facts necessary to shareholders’
understanding.

6

The
Company will include references to all relevant facts necessary to
shareholders’ understanding if similar comparisons are made in future filings.

8.                                      In
connection with responding to our comments, please provide, in writing, a
statement from the participants acknowledging that:

·                                          the
participants are responsible for the adequacy and accuracy of the disclosure in
the filings;

·                                          staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings;
and

·                                          the
participants may not assert staff comme

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

       DIVISION OF
CORPORATION FINANCE

 June 22, 2009

Via Facsimile (212) 504-6666 and U.S. Mail
Dennis J. Block, Esq.
Cadwalader Wickersham & Taft, LLP. One World Financial Center New York, NY 10281
 Re: The Children’s Place Retail Stores, Inc.
  Definitive Additional Solicit ing Materials on Schedule 14A
Filed June 18, 2009 by Ezra Dabah, et al.
       File No. 0-23071

Dear Mr. Block:
We have conducted a limited review of the filing 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 a 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Soliciting Materials filed 6-18-09

1. Support for each statement or assertion of opinion or belief must be self-evident,
disclosed in the proxy materials, or provided to the staff on a supplemental basis.  Provide us with support for your belief that the election of your nominees would stem the loss of creative talent and energy “that continues to drain the company…”  Further, if you make such statements in future filings, please clarify that there is no assurance that the election of the Dabah nominees would result in the company being able to stem such losses.  In addition, please provide us with brief supplemental support for the statement that long term shareholder is in “jeopardy” and is a “reality.”

Dennis Block, Esq.
Cadwalder, Wickersham & Taft, LLP.
June 22, 2009 Page 2  2. Avoid statements that directly or indirectly impugn character, integrity or personal reputation or make charges of illegal or immoral conduct without factual foundation.  Refer to Rule 14a-9(b).  For example, in future filings, refrain from referring to Ms. Kasak’s “checkered” track record as a manager without also clarifying how you define the term “checkered”.  For example, clarify, if true, that the record to which you refer is a belief based solely on conclusions you have drawn based on objective performance criteria such as stock performance or otherwise, of the companies she has managed.
 3. See our previous comment.  We remind you of prior comment 10 of our letter dated May 29, 2009 in which we requested you acknowledge other factors that may have resulted in the decline of the stock price of Pacific Sunwear during Ms. Kasak’s tenure.  Your statements in these materials, however, omit such balanced disclosure.  In future filings, please revise your statements such that it is consistent with our prior comment and consistent with the manner in which you revised your disclosure in response to our comment.
 Closing Comments

Please respond to the above comments promptly and comply with our comments when
disseminating information in the future.  If you believe that compliance with our comments is not appropriate, please provide the basis for your  view in your response letter filed via EDGAR
and tagged as “CORRESP”.  You should be aware, however, that we may have additional comments based on your supplemental response.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings 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 participants are in possession of all facts relating to their 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 participants acknowledging that:
• the participants are 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 participants 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.

Dennis Block, Esq.
Cadwalder, Wickersham & Taft, LLP. June 22, 2009 Page 3

 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 our comments on your filing.     Please direct any questions to me at (202) 551-3757 or, in my absence, to Nicholas Panos, Senior Special Counsel, at (202) 551-3266.  You may also contact me via facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code: 20549-3628.        S i n c e r e l y ,               M e l l i s s a  C a m p b e l l  D u r u        Special Counsel       Office of Mergers and Acquisitions

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

       DIVISION OF
CORPORATION FINANCE

June 9, 2009

Via Facsimile (212) 504-6666 and U.S. Mail

Dennis J. Block, Esq.
Cadwalader Wickersham & Taft, LLP. One World Financial Center New York, NY 10281
 Re: The Children’s Place Retail Stores, Inc.
  Revised Preliminary Proxy Statement on Schedule 14A
  Filed June 5, 2009
   Ezra Dabah, et al.     File No. 0-23071

Dear Mr. Block:

We have conducted a limited review of the filing 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 a 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Preliminary Proxy Statement

Background and Reasons for the Solicitation, page 4

1. We partially reissue prior comment 1.  It has come to our attention that Mr. Dabah allegedly was removed from the position of Chairman of the Board and was asked to resign from his position as Chief Executive Officer.  Please revise your disclosure to the extent necessary in order to clarify the circumstances surrounding his alleged removal from the position of Chairman and resignati on from the position of CEO or advise.

Dennis Block, Esq.
Cadwalder, Wickersham & Taft, LLP. June 9, 2009 Page 2  2. We refer you to your response to prior comment 11 and statements made in the disclosure regarding Mr. Fingerman’s contribution to Campbell’s soup.  Please be advised that the support you provide should evidence not only the financial growth of Campbell’s soup business, but how Mr. Fingerman “revitalized Campbell’s U.S. soup franchise…” or contributed to its growth during the period referenced.  Also, please rephrase your statements to reflect that it is your belief that Mr. Fingerman contributed to Campbell’s in this manner, and balance the disclosure by indicating that factors other than Mr. Fingerman may have been responsible for the 3 years of consecutive growth.  To the extent the participants continue to characterize Mr. Fingerman’s contribution as “revitalization,” please revise the proxy statement to include a qualified summary of the response previously provided to our comment.
 Closing Comments

  As appropriate, please amend your filing and respond promptly 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 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.   Please direct any questions to me at (202) 551-3757 or, in my absence, to Nicholas Panos, Senior Special Counsel, at (202) 551-3266.  You may also contact me via facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code: 20549-3628.          S i n c e r e l y ,           M e l l i s s a  C a m p b e l l  D u r u        Special Counsel       Office of Mergers and Acquisitions

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

       DIVISION OF
CORPORATION FINANCE

           May 28, 2009

Via Facsimile (212) 310-8007 and US Mail

Michael J. Aiello, Esq.
Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153
 Re: The Children’s Place Retail Stores, Inc.   Preliminary Proxy Statement on Schedule 14A
 Filed May 13, 2009
   File No. 1-23071

Dear Mr. Aiello:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree with any of these comments, 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.  Please understand that after our review of all of  your responses, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  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.
 General

1. The filing was incorrectly tagged as PRE14A.  Preliminary proxy statements related to a contested solic itation should be tagged PR EC14A.  Please file your
next preliminary proxy statement submi ssion using the EDGAR header tag PRER
14A. When you submit your definitive proxy statement, please ensure that you
use the EDGAR header tag DEFC14A to reflect the contested nature of the
election.

Mr. Michael J. Aiello
Weil, Gotshal & Manges LLP May 28, 2009
Page 2  “Who will pay the expenses incurred in conne ction with the solicita tion of my vote…”,
page 8
 2. Please supplement your disclosu re to describe the material  features of the contract
or arrangement entered into with Mackenzi e Partners, Inc.   See Item 4(b)(3) of
Schedule 14A.
3. Refer to Item 4(b)(3) of Schedule 14A.  Please clarify all
 the means you intend to
use in the solicitation of proxies.  Current ly, your disclosure suggests that you will
only solicit proxies personally  or telephonically and omits reference to the use of
mail, facsimile or Internet.  Please revise or advise.  Additionally, please note that all written soliciting materials, including any e-mails or scripts to be used in
soliciting proxies must be filed under th e cover of Schedule 14A on the date of
first use.  Refer to Rule 14a-6(b) and (c).  Please confirm your understanding.
 4. We refer you to Item 4(b)(4).  Please sp ecify the total amount estimated to be
spent and total expenditu res to date in connect ion with the solicitation.
 Matters Requiring Stockholder Action, page 9

 Proposal No.1-Election of  Directors, page 9

Nominees for Election at the Annual Meeting, page 9

5. Please revise the biographical informati on of the nominees so that it complies
with Item 401 of Regulation S-K.  Refer to Item 7(b) of Schedule 14A.  For
example, revise the biogra phies to ensure that you completely describe each
individual’s business experience for the past  five years and disclose the dates of
experience by month and year .  Also, ensure that there are no gaps or ambiguities
regarding time in the five-year business sketches you provide.  For example, we
note gaps in the biographical informati on provided for Mr. Elvey from the period
2006 to the present.
 Selection of Nominees, page 11

 6. Please revise to disclose whether each of  the nominees consented to be named in
the proxy and to serve, if el ected.  See Rule 14a-4(d).
 7. You disclose that if any of the nominees is “unable to serve or declines to serve at
the time of the annual meeting, the proxy holders will vote for any nominee who shall be designated” by your Board.  Your disclosure suggests that you are
reserving the right to vote for a substitute nominee in the event the other nominees are unable to serve.  Please note that we consider the existence of substitute

Mr. Michael J. Aiello
Weil, Gotshal & Manges LLP May 28, 2009
Page 3
nominees to be material to a security hol der’s voting decision.  Please advise as to
why you believe you are permitted to use these proxies for the election of other unnamed nominees to be designated by you at  a later date.  Refer to Rule 14a-
4(d)(1).
 Proposal No. 3-Stockholder Proposal, page 16

 Bylaw Restoration Proposal, page 16

 8. Support for each statement or assertion of opinion or belief must be self-evident,
disclosed in the proxy materials, or provide d to the staff on a supplemental basis.
Provide us with support with respect to the following non-ex haustive list of
statements you make:
• “[t]he Board believes the stockholde r proposal…is designed to help Mr.
Dabah assert control over the Board…,” and
• “the stockholder proposal has no othe r purpose other than to limit Board
actions….that Mr. Dabah may fi nd disadvantageous in his efforts to assert control
over the Board…”

Where the basis of support is other docume nts, provide either complete copies of
the documents or sufficient pages of inform ation so that we can assess the context
of the information upon which you rely.  Mark any supporting documents
provided to identify the specific information relied upon, such as quoted statements, financial statement line item s, press releases, and mathematical
computations, and identify the s ources of all data utilized.
 9. You identify by way of example, Mr. Daba h as a third party that might attempt
“to gain control of the company wit hout paying a control premium”.  Your
disclosure implies a link between passa ge of the proposal and a third party
gaining control of the company.  Revise to provide the basis for this assertion as it
is not apparent how passage of the st ockholder proposal without any other action,
would result in a third party gaining contro l of the company.  In this regard, we
also note that even assuming Mr. Daba h’s nominees were elected, they would
constitute only a minority of the Board.
 Appendix I

 10. Please revise to include all participant in formation required by Items 4(b) and 5(b)
of Schedule 14A.  In this regard, we note that you have omitted information pertaining to Messrs. Dabah and Silver stein.  Revise to include all such
information as such persons currently se rve as directors of the company.  See
Instruction 3(a)(ii) to Item 4 of Schedule 14A.

Mr. Michael J. Aiello
Weil, Gotshal & Manges LLP May 28, 2009
Page 4

* * *

 Please respond to the above comments promptly and comply with our comments
when disseminating information in the future .  If you believe that compliance with our
comments is not appropriate, pl ease provide the basis for yo ur view in your response
letter filed via EDGAR and tagged as “CORRE SP”.  You should be aware, however, that
we may have additional comments base d on your supplemental response.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filings to be certain th at 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 invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 participants acknowledging that:
• the participants are responsible for the ade quacy and accuracy of the disclosure in
the filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
 • the participants may not assert staff co mments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Division of Corporation Finance in our
review of your filings or in respons e to our comments on your filings.

Mr. Michael J. Aiello
Weil, Gotshal & Manges LLP May 28, 2009 Page 5   Please direct any questions to me at  (202) 551-3757 or, in my absence, to
Nicholas Panos, Senior Speci al Counsel, at (202) 551-3266.  You may also contact me
via facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code: 20549-3628.          S i n c e r e l y ,           M e l l i s s a  C a m p b e l l  D u r u        S p e c i a l  C o u n s e l        Office of Mergers and Acquisitions

CORRESP
1
filename1.htm

April 1,
2009

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington
D.C.  20549

Attention:
H. Christopher Owings

  Re:

  The
  Childrens’s Place Retail Stores, Inc.

  Form 10-K
  for Fiscal Year Ended February 2, 2008 Filed April 2, 2008

  Definitive
  Proxy Statement on Schedule 14A Filed May 20, 2008

  Form 10-Q
  for the Fiscal Quarter Ended November 1, 2008 Filed December 9,
  2008

  File
  No. 000-23071

Dear
Mr. Owings:

Set forth below are the
responses of The Children’s Place Retail Stores, Inc. (the “Company”) to
the comments of the Staff of the Securities and Exchange Commission (the “Commission”)
contained in the letter to Susan Riley, dated March 25, 2009 (the “Letter”).  For your convenience, we have included the
text of your comments set forth in italics.
Please note that the enhanced disclosures of our existing filings, as
set forth below, are intended to exemplify how such disclosures in our future
filings will be enhanced.

Form 10-K
for Fiscal Year Ended February 2, 2008

Item
1.  Business, page 1

Sourcing
and Procurement, page 5

1.     We note your response to comment
one of our January 27, 2009 letter and reissue our comment, in part.
Please revise your disclosure to discuss how your social compliance program
affects the company’s sourcing and procurement of products.

Response:  In response to the Staff’s comments, the
Company will enhance its future disclosure as set forth below:

“In addition to our quality control procedures, we
administer a social compliance program designed to promote compliance with
local legal regulations, as well as ethical and socially responsible business
practices.  This program is comprised of
four components as follows:

·      Vendor Code of Conduct - By formally acknowledging and agreeing to our code of
conduct, our vendors affirm their commitment to integrate our corporate
compliance standards into their manufacturing and sourcing practices.  These standards cover the areas of: child
labor, forced labor, coercion/harassment, non-discrimination, health and
safety, compensation, environment, subcontracting, monitoring &
compliance and publication.

·      Ongoing Monitoring Program- We administer a corporate monitoring program as
performed by our internal social compliance team and/or professional third
party auditors who visit factory locations to assess the working conditions in
all factories that manufacture The Children’s Place products.  The Ongoing Monitoring Program involves (1) visual
inspection of work facilities and

dormitories; (2) interview of factory management
regarding policies and practices; (3) interview of factory workers to
verify workplace policies and practices; and (4) review of wage, hour, age
and other records.  At the conclusion of
the factory audit/visit, the auditor will review the Corrective Action Plan
Acknowledgement Report together with factory management.

·      Corrective Action Plan Acknowledgement Report (“CAPAR”) - The CAPAR contains findings from the factory visit
for each of the areas covered by our standards, a remediation plan for any
violations found (if applicable), as well as a re-audit timeframe.  If violations are not remediated in
accordance with the remediation plan, we cease using that factory or vendor.

·      Ongoing Training and Seminars - We continually conduct training programs and seminars
to communicate with our internal and external partners regarding the
requirements of our program. Additionally, our social compliance team attends
third party seminars, industry courses and training in the Corporate Social
Responsibility area.

We
require all entities that produce or manufacture The Children’s Place
merchandise to undergo a Social Compliance audit and, at a minimum, demonstrate
compliance with the requirements of our Vendor Code of Conduct.  By requiring our manufacturers and suppliers
to participate in our social compliance program, we are able to monitor closely
whether we are sourcing from factories that operate using safe and humane
working conditions, and whether we are working with factory managers that
appreciate and support socially responsible practices. Additionally, because
our social compliance program requires us to be diligent about changes in local
laws and other conditions (e.g., political instability) in the countries where
we source, we are able to make informed decisions about where we are sourcing
our products and, prior to placing orders, analyze potential risks to our
sourcing capabilities arising as a result of factors external to a factory’s
production capabilities. In the event that external risks to our sourcing
capabilities arise with respect to one or more factories, our social compliance
program helps to identify such risk early and enables us to source to another
factory thereby mitigating the risk and reducing the potential disruption to
our business.

Store
Expansion Program, page 8

2.     We reviewed your response to comment
three in our letter dated January 27, 2009. However, it does not appear
the Non-GAAP financial measures you disclosed are based on GAAP numbers and as
a result would not be excluded from the definition of Non-GAAP financial
measures. As such, we reissue our previous comment. Whenever one or more
non-GAAP financial measures are included in a filing, you are required to
include a presentation with equal or greater prominence of the most directly
comparable financial measure or measures calculated in accordance with GAAP and
a reconciliation of the differences between non-GAAP financial measures
disclosed with the most directly comparable financial measure or measures
calculated and presented in accordance with GAAP. Refer to Item 10(e) of
Regulation S-K. Please show us what these additional disclosures will look
like.

Response:  While we believe that our return on
investment for new stores is good disclosure for our investors as it shows the
success of our store expansion program, our store level operating cash flow
cannot be effectively reconciled to our operating income.  The costs that comprise the average
investment include initial fixed asset costs less landlord incentives, initial
inventory contributions, and pre-opening expenses.  On an aggregate basis, these costs have
occurred over many fiscal years and our ability to reconcile the average
investment to its most directly comparable financial measure would not be
practical, nor do we believe that if possible, such disclosure would be
meaningful.  We propose that in all
future filings, we discontinue the disclosure of store level operating cash
flow, average store investment and new store return on investment.

2

Liquidity
and Capital Resources, page 44

Cash
Flows/Capital Expenditures, page 48

3.     We note your response to comment
nine of our January 27, 2009 letter and the proposed disclosure you have
provided with respect to fiscal 2008. Please provide us with your proposed
disclosure for fiscal 2009, with a view to discussing the current challenging
economic conditions that may impact your cash flows from operations and any
borrowings you may have made or intend to make under your credit facilities.

Response:  Below
please find our proposed 2009 disclosure:

“Historically, we have funded our capital
expenditures primarily from operations, with occasional seasonal advances on
our debt facilities.  In Fiscal 2008, our
cash generated from operations along with $85 million received on the Note
Purchase Agreement provided sufficient funds for our capital requirements.  In Fiscal 2007, we completed building a new
distribution center and incurred significant construction costs on new
corporate offices.  This increase in
capital expenditures coupled with a decrease in operating profit, required us
to fund our capital expenditures, in part, through advances on our credit
facility and the sale of investments.
Our ability to meet our capital requirements in fiscal 2009 will depend
on our ability to achieve our financial plans and generate sufficient cash
flows from operations.  We enter Fiscal
2009 with cash balances of approximately $226 million at January 31, 2009,
along with approximately $108 million of availability in our credit facility.”

The Company generated over $200 million in positive cash flow from
operating activities in continuing operations in Fiscal 2008.  We are forecasting capital expenditures in
the range of $75 million - $85 million in Fiscal 2009.  With $108 million in availability in our credit
facility and our significant cash balances, the Company does not expect the
current economy to impact its ability to fund capital expenditures.

Item
9A.  Controls and Procedures, page 55

Changes
in Internal Control Over Financial Reporting, page 56

4.     We note your response to comment
13 of our January 27, 2009 letter. Please confirm that in future filings,
as applicable, you will omit the last paragraph you propose that discusses that
there were no other changes to your internal control over financial reporting.

Response:   As requested the Company will omit the last
paragraph in future filings, as applicable.

Definitive
Proxy Statement on Schedule 14A

Management
Compensation, page 42

Compensation
Discussion and Analysis, page 42

Our
Principal Executive Compensation Policies, page 42

5.     We note your response to comment
20 of our January 27, 2009 letter, but it does not appear that your
revised disclosure clearly indicates whether the “other benefits” are material.
Please revise to clearly state whether the other benefits, individually or in
the aggregate, are material, and if so, provide a discussion and analysis as
applicable.

3

Response: We
propose to enhance our future disclosures as follows:

“We applied these principles to determine the main
elements we used in our compensation programs in fiscal 2006 and fiscal 2007:
salary, annual cash bonuses and equity awards.
We also provided other commonly offered benefits on terms and conditions
that we consider consistent with providing competitive compensation; however,
individually and in the aggregate, none of these other benefits were either of
the same magnitude as the main elements or material.  These other common benefits include
relocation assistance and temporary housing allowances, car allowances, 401(k) plan
and matching contributions, life insurance, medical insurance, reimbursement of
COBRA payments in the event of separation from the Company, gross up payments
and perquisite plans.”

6.     We note your response to comment
21 of our January 27, 2009 letter, and the discussion you provide
regarding the three factors that Frederick W. Cook and Co., Inc. analyzed
in providing the benchmark information upon which you relied. Please confirm
that your future disclosure will include these factors, as well as the
percentage difference you discuss.

Response:  Our future disclosure will include the
three factors, as well as the percentage difference we discussed in our
response to Comment 21 of the SEC’s January 27, 2009 letter.

Note
2.  Stock-Based Compensation, page 77

7.     We reviewed your response to
comment 15 in our letter dated January 27, 2009. It is still unclear to us
why options tolled after September 14, 2006 were initially classified as
equity since it appears your ability to settle the awards in equity was still
in question as a result of the suspension of stock option exercises. Please
tell us whether you considered your ability to deliver shares of common stock
during the suspension period in determining the classification of the tolled
options. Also, tell us why the suspension of stock option exercises would not
affect the classification of outstanding options during the suspension period.
Refer to paragraph 34 of SFAS 123(R).

Response: In
accounting for tolling, the first issue the Company faced was whether tolling
was required by the plan or a modification of the plan, the analysis of which
is set forth below:

Impact of Closed Trading Window on Terminated
Employees

On September 14, 2006, the Company was required to close its
trading window to all employees, including terminated employees, due to its
delays in filing its periodic reports with the SEC and the Company’s
announcement that it would be restating its financial statements and that its
previously filed Form 10-K for the year ended January 28, 2006 could
no longer be relied upon. As a result, the Company could no longer use its Form S-8
registration statements to issue the shares underlying outstanding
options.  Due to the anticipated restatement
of its financial statements, the Company determined that it had to suspend
trading activity. The Company also concluded that it was advisable to extend
the terms of the options to terminated employees until the Form S-8
registration statements were effective.
The Company’s stock option plans provide three months after termination
to exercise vested options. Accordingly, the Board approved the tolling of
options for terminated employees on September 15, 2006.

The Company tolled the calculation of the number of days a terminated
employee had to exercise his or her stock options under the Company’s equity
compensation plans.  So for example, if
50 days had expired since the employee’s termination, then the Company tolled
40 days that would

4

begin when the trading window was reopened.  For employees that terminated after the
window closed, the Company tolled the full 90 days.

In connection with such tolling, counsel reviewed each of the Company’s
stock option plans to determine whether such tolling was required.    After such review, counsel could not render
an opinion that the tolling was required by the Company’s stock option plans;
and therefore the Company concluded that the tolling for terminated employees
constituted a modification in accordance with FAS 123R.

Once the Company determined that this was a modification, the Company determined
the accounting literature to use for a non-employee stock option modification
as follows:

Options Modified After Termination

The Company utilized the guidance in paragraph 51 of FAS 123R to
determine how to account for the modification of the awards that were modified
after termination, “a modification of the
terms of conditions of an equity award shall be treated as an exchange of the
original award for a new award.” Following the modification, the
Company utilized other GAAP guidance needed to be considered to determine the
recognition and measurement of this instrument.

Accordingly, the Company reviewed the accounting guidance in SFAS No. 150,
Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity (“FAS 150”), the applicability of SFAS No. 133,
“Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”) and
EITF 00-19, Accounting for Derivative Financial Instruments,
Indexed to, and Potentially Settled in, a Company’s Own Stock,(“EITF
00-19”) to determine the classification of the outstanding options granted to
other than employees. Based upon review of the above guidance, EITF 00-19 was
deemed to be on point with the Company’s circumstances.

Paragraph 3 of EITF 00-19 indicates that its guidance applies to
freestanding derivative instruments and “to contracts issued to
acquire goods or services from nonemployees when performance has occurred.”  The Company also contemplated the
requirements under EITF 00-19 to determine equity or liability classification
as discussed below.

Under EITF 00-19, contracts that include any provision that could
require net-cash settlement cannot be accounted for as equity, except in
limited circumstances (paragraphs 12 through 32). Since, based upon advice of
counsel, the Company could not issue registered shares because its S-8
registration statements were not effective, options that were modified to
non-employees required liability classi

Mail Stop 3561                  January 27, 2009  Charles Crovitz Interim Chief Executive Officer The Children’s Place Retail Stores, Inc. 915 Secaucus Road Secaucus, NJ 07094
 Re:  The Children’s Place Retail Stores, Inc.
  Form 10-K for Fiscal Year Ended February 2, 2008
  Filed April 2, 2008   Definitive Proxy Statement on Schedule 14A   Filed May 20, 2008   Form 10-Q for the Fiscal Quarter Ended November 1, 2008
  Filed December 9, 2008   File No. 000-23071
Dear Mr. Crovitz:
  We have reviewed your filings and have the following comments.  You should comply
with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so, and also explain to us in detail sufficient  for an understanding of your disclosure how you
intend to comply by providing us with your prop osed revisions.  If you disagree, we will
consider your explanation as to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  After re viewing this information, we may
raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  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 lis ted at the end of  this letter.

Form 10-K for Fiscal Year Ended February 2, 2008

Item 1.  Business, page 1
Sourcing and Procurement, page 5
1. We note the disclosure in th e second full paragraph on page six regarding the company’s
social compliance program.  Please provide  additional detail about this program,
including what the standards of the progr am are and how it affects the company’s
sourcing and procurement of products.

Charles Crovitz
The Children’s Place Retail Stores, Inc. January 27, 2009
Page 2   Company Stores, page 6

The Children’s Place, page 8
2. Please provide a brief description of the “Apple-Maple” prototype and the “Technocolor”
prototype.

Store Expansion Program, page 8
3. Whenever one or more non-GAAP financial measures are included in a filing, you are
required to include a presentation with equal or greater prominence of the most directly
comparable financial measure or measures calculated in accordance with GAAP and a
reconciliation of the differ ences between non-GAAP financia l measures disclosed with
the most directly comparable financial measur e or measures calculated and presented in
accordance with GAAP.  Refer to Item 10(e) of Regulation S-K.  Please provide the
required disclosures in regard to the stor e level operating cash flow, average store
investment and new store return on investme nt measures presented.  In your response,
please show us what these additi onal disclosures will look like.

Seasonality, page 9
4. Please quantify the extent to which the company’s business is seasonal.
 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 30
5. Please discuss off-balance sheet arrangements that  have or are reasonably likely to have a
current or future effect on your financia l condition, changes in financial condition,
revenues or expenses, results of operations , liquidity, capital expe nditures or capital
resources that are material to investors in  a separately-captioned section, or otherwise
advise.  Refer to Item 303(a )(4) of Regulation S-K.
 Overview, page 30

6. In the description of the items comprisi ng the fiscal 2007 net loss, please provide
additional detail regarding the $2.2 million in costs related to the company’s “strategic
alternative initiatives.”  Pleas e briefly describe the initiatives and the costs incurred.
 Critical Accounting Policies, page 34

7. Please revise to describe the material implications of uncertainties  associated with the
methods, assumptions and estimates underlying your critical accounting measurements
that have had or that you reasonably expect will have a material impact on financial
condition and operating performance and on th e comparability of reported information
among periods.  Such disclosure should supplement, not duplicate, the accounting

Charles Crovitz
The Children’s Place Retail Stores, Inc. January 27, 2009
Page 3
policies disclosed in the notes to the financ ial statements.  In doing so, please identify
those accounting estimates or assumptions where there is a significant amount of
subjectivity involved, the estimates or assump tions are susceptible to change, and the
impact of the estimates and assumptions  on your financial condition or operating
performance is material.  Discuss, to the ex tent material, such f actors as how you arrived
at each estimate, how accurate the estimate/ assumption has been in the past, how much
the estimate/assumption has changed in the pa st and whether the estimate/assumption is
reasonably likely to change in the future.  We would expect you to provide quantitative as
well as qualitative disclosure when quantita tive information is r easonably available and
to provide greater insight into the quality and variability of information regarding financial condition and operating performance.  Also, since critical accounting estimates
and assumptions are based on matters that are uncertain or difficult to measure, you should analyze and disclose their specific se nsitivity to change, ba sed on other outcomes
that are reasonably likely to occur and would ha ve a material effect.  Please refer to Item
303(a)(3)(ii) of Regulation S-K as well as the Commission’s Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
 Results of Operations, page 37

8. Please describe the causes for changes in ea ch of the factors underlying the changes in
selling, general and administrative described in your analysis on pages 39 and 42.  Refer
to Item 303(a) of Regulation S-K.
 Liquidity and Capital Resources, page 44

Cash Flows/Capital Expenditures, page 48
9. We note the disclosure in the first full pa ragraph on page 50 regarding the company’s
anticipated capital expenditures for fiscal 2008.  Please disclose the expected sources of
funding these capital expenditures, including whether the sources represent a change
from prior fiscal years.
 Contractual Obligations and Comm ercial Commitments, page 50

10. Please quantify the amount of insurance, ta xes, maintenance and other costs excluded
from operating lease obligations  to provide a context for r eaders to understand the impact
of such costs on the obligations.  Please al so include deferred r oyalty obligations and
other long-term liabilities reflected in your bala nce sheet or disclose pertinent data for an
understanding of the timing and amount of such  obligations.  Refer to Item 303(a)(5) of
Regulation S-K and Section IV.A and f ootnote 46 to the Commission’s Guidance
Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Charles Crovitz
The Children’s Place Retail Stores, Inc. January 27, 2009
Page 4   Item 7A. – Quantitative and Qualitative Di sclosures About Market Risks, page 53

11. Please provide quantitative information about ma rket risks as of the end of the latest
fiscal year in accordance with one of the disclosure alternatives set forth in Rule 305 of Regulation S-K.
 Item 9A. Controls and Procedures, page 55

Evaluation of Disclosure Cont rols and Procedures, page 55
12. We note that you state that your disclosure c ontrols and procedures were effective to
provide reasonable assurance that informati on required to be disclosed is recorded,
processed, summarized and reported within the time periods specified.  In future filings,
please revise to add, if true, that your officer s concluded that your disclosure controls and
procedures are also effective to ensure that  information required to be disclosed in the
reports that you file or submit under the Exch ange Act is accumulated and communicated
to your management, including your principal ex ecutive and principal financial officer, to
allow timely decisions regarding required disclosure.  See  Exchange Act Rule 13a-15(e).
 Changes in Internal Control Over Financial Reporting, page 56

13. Please revise your disclosure to state clearly that there were changes to internal control
over financial reporting duri ng the last fiscal quarter.

Item 15. – Exhibits and Financia l Statement Schedules, page 60
Accounting for Impairment of Long-Lived Assets, page 73
14. Please disclose the method or methods for dete rmining fair value.  Refer to paragraph
25.c. of SFAS 144.

Note 2.  Stock-Based Compensation, page 77
15. Please tell us your basis in GAAP for initially classifying options tolled for employees
terminated after September 14, 2006 as equi ty awards.  Refer to the guidance in
paragraph 32 of SFAS 123(R).

Note 10.  Legal and Regulatory Matters, page 99
16. Please provide an estimate of the possible loss or range of loss or state that such an
estimate cannot be made with respect to each of the matters disclosed.  Please also clarify whether you believe the resolution of each ma tter would have an adverse affect on your
financial position, results of  operations and cash flows.  Refer to the disclosure
requirements of SFAS 5.

Charles Crovitz
The Children’s Place Retail Stores, Inc. January 27, 2009
Page 5  Note 13.  Segment and Geographic Information, page 109

17. We note that you have store operations thr oughout the United Stat es and Canada and
have internet operations.  We also note that Children’s Place stores are organized into ten
regions and that your Children’s Place a nd Disney store base includes different
prototypes and formats.  Please tell us (i) the operating segments you have identified in
accordance with paragraphs 10 - 15 of SFAS 13 1, (ii) the factors used to identify
reportable segments, and (iii) the basis for a ggregating identified operating segments into
two reportable segments given the aggregati on criteria in paragraph 17 and quantitative
thresholds in paragraph 18 of SFAS 131.  We ar e particularly intere sted in understanding
your basis for aggregating differe nt store formats, internet operations and operations in
different geographic regions in to two reportable segments, the economic characteristics
of identified operating segments, the operations  for which discrete financial information
is available and the financial informati on reviewed by your chief operating decision
maker to make decisions about resources to be allocated to various business components
and assess performance.  Please address these matters in detail.
18. It appears that you group sim ilar products by department.  Please disclose revenues for
each group of similar products used to produce your general purpose financial statements
for each year presented or tell us why you believe disclosure of information about products is not required.  If providing the information is impracticable, please disclose
that fact.  Refer to paragraph 37 of SFAS 131.

Definitive Proxy Statement on Schedule 14A

Compensation of Directors, page 31
19. We note the disclosure on page 33 that employ ee directors are not eligible for the annual
retainer or attendance fees.  Please clarify, if  true, that employee di rectors do not receive
any additional compensation for se rving on the board of directors.

Management Compensation, page 42
Compensation Discussion and Analysis, page 42
Our Principal Executive Comp ensation Policies, page 42
20. In the first full paragraph on page 43, please explain what you mean by “other commonly
offered benefits.”  In addition, we note th at the compensation committee does not believe
these benefits are “of the same magnitude” as the main elements.  To the extent any of
the other benefits, individually or in the aggregate, are material, please provide a
discussion and analysis of these benefits.
21. In the last bullet point on page 43, we note the disclosure that the potential value of
equity awards were targeted “somewhat” above the median of the company’s peer group.  Please provide a more specific description of the benchmark used for the value of equity
awards.

Charles Crovitz
The Children’s Place Retail Stores, Inc. January 27, 2009
Page 6  Elements of Compensation, page 51

22. In the discussion of the retention awards pa id to named executive officers in 2008, please
expand the disclosure to provi de additional detail about the company’s “strategic position
and prospects” that, in part, led to the retention payments.
Mr. Dabah, page 61
23. Please disclose why the board determined  to treat Mr. Dabah’s resignation as a
termination by the company without cause.
 Form 10-Q for the Fiscal Quarter Ended November 1, 2008

24. Please provide the information required by Part II , Item 1A of Form 10-Q or advise us as
to whether the company believes there have b een no material changes to the risk factors
that appeared in the company’ s annual report on Form 10-K.
 Item 4.  Controls and Procedures, page 36

25. We note your statement that a “control system, no matter how well conceived and
operated, can provide only reasonable, not abso lute, assurance that the objectives of the
internal control system are met.”  Please re vise to state clearly,  if true, that your
disclosure controls and procedures are designed to  provide reasonable assurance of
achieving their objectives and that your princi pal executive officer and principal financial
officer concluded that your disclosure cont rols and procedures are effective at that
reasonable assurance level.  In the alternat ive, remove the reference to the level of
assurance of your disclosure controls and pro cedures.  Please refer to Section II.F.4 of
Management’s Reports on Internal Control Ov er Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on
our website at < http://www.sec.gov/rules/final/33-8238.htm >.

*****

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your respon ses to our comments and
provides any requested information.  Detailed letters greatly facilitate  our review.  Please
understand that we may have additional comments after reviewing your responses to our comments.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings include all information required under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the adequacy and accuracy of
the disclosures they have made.

Charles Crovitz
The Children’s Place Retail Stores, Inc. January 27, 2009 Page 7
  In connection with responding to our comment s, 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.

You may contact Tony Wats on, Staff Accountant, at  (202) 551-3318 or William
Thompson, Accounting Branc

Mail Stop 3561

       October 17, 2007

Susan J. Riley
Executive Vice President, Finance and Administration
The Children’s Place Retail Stores, Inc.
915 Secaucus Road
Secaucus, NJ  07094

 RE: The Children’s Place Retail Stores, Inc.
  Item 4.01 Form 8-K filed October 15, 2007
  File No. 0-23071

Dear Ms. Riley:

          We have reviewed your filing a nd have the following comment.  Where indicated, we
think you should revise your document in response to this comment.  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.

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

1. We note your disclosure that Deloitte & Touche will continue to provide audit
services to you relating to periods prior to fiscal 2007.  Please note that you are
required to file an amended Form 8-K wh en Deloitte & Touche has completed all
audit related work with respect to thei r engagement.  We would expect you to
disclose the date they completed all audit wor k, and to be able to state, if true, that
there were still no disagreements through this date.  Also, any new reportable events, or changes in the previously  reported reportable events  should be described. The
amendment should include, as Exhibit 16, another letter from Deloitte & Touche
confirming that they agree w ith the updated disclosures, if  true.  Please acknowledge
this obligation to file the Form 8-K amendment.

Susan J. Riley
The Children’s Place Retail Stores, Inc.
October 17, 2007
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include 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 comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosures 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 this action as a defense in any pro ceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 As appropriate, and respond to this comment w ithin five business days or tell us when
you will provide us with a response.  Please pr ovide the representations  requested above and
submit your response to this comment as an  EDGAR correspondence file.

 You may contact Robert Burnett, Sta ff Accountant, at ( 202) 551-3330, or in his
absence, me at (202) 551-3841 if you ha ve questions regarding this letter.

       S i n c e r e l y ,

       M i c h a e l  M o r a n
                  Branch Chief