8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) February 3, 2005

THE CHILDREN’S PLACE RETAIL STORES, INC.
(Exact name of registrant as specified in its charter)


     Delaware     
(State or other jurisdiction
of incorporation) 		  0-23071  
(Commission
File Number)		   31-1241495  
(IRS Employer ID
Number)

915 Secaucus Road, New Jersey 07094
(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, including area code: (201) 558-2400

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

          On February 3, 2005, The Children’s Place Retail Stores, Inc. issued a press release announcing certain financial information for the month, quarter and fiscal year ended January 29, 2005. A copy of this press release is included as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

           (a)      Financial Statements of Business Acquired: Not applicable

           (b)      Pro Forma Financial Information: Not applicable

           (c)      Exhibits:

                      99.1      Press Release dated February 3, 2005.

[Remainder of page intentionally left blank;
signature on following page.]

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE CHILDREN'S PLACE RETAIL STORES, INC.


By: /s/ Seth L. Udasin                               
      Name: Seth L. Udasin
      Title: Vice President and Chief Financial Officer


Dated: February 3, 2005

INDEX TO EXHIBITS

Current Report on Form 8-K
dated February 3, 2005

The Children's Place Retail Stores, Inc.

99.1      Press Release dated February 3, 2005.