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)                                                                                                                        May 5, 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 May 5, 2005, The Children’s Place Retail Stores, Inc. issued a press release announcing certain financial information for the month and fiscal quarter ended April 30, 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 May 5, 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/ Hiten Patel                                
      Name: Hiten Patel
      Title: Senior Vice President and Chief Financial Officer

Dated: May 5, 2005

INDEX TO EXHIBITS

Current Report on Form 8-K
dated May 5, 2005

The Children's Place Retail Stores, Inc.

99.1      Press Release dated May 5, 2005.