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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DABAH EZRA

(Last)

(First)

(Middle)

915 SECAUCUS ROAD

(Street)

SECAUCUS

07094

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHILDRENS PLACE RETAIL STORES INC [ PLCE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par Value $.10	04/10/2006		M		64,660	A	$15.4	2,036,510	D
Common Stock, Par Value $.10	04/10/2006		S		35,000	D	$59.5	2,001,510	D
Common Stock, Par Value $.10	04/10/2006		S		5,000	D	$59.52	1,996,510	D
Common Stock, Par Value $.10	04/10/2006		S		14,660	D	$59.54	1,981,850	D
Common Stock, Par Value $.10	04/10/2006		S		5,000	D	$59.59	1,976,850	D
Common Stock, Par Value $.10	04/10/2006		S		5,000	D	$59.7	1,971,850	D
Common Stock, Par Value $.10	04/10/2006		S		65,000	D	$59.6	1,906,850	D
Common Stock, Par Value $.10								3,107,960⁽¹⁾	I	By Trusts/Custodial Accounts
Common Stock, Par Value $.10								37,600	I	Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (right to buy)	$15.4	04/10/2006		M			64,660	12/31/1997⁽²⁾	09/18/2007	Common Stock	64,660	$0	35,000⁽³⁾	D

Explanation of Responses:

1. Includes (i) 2,943,880 shares held by trusts for the benefit of Mr. Dabah's children of which Mr. Dabah's wife, Renee Dabah, shares voting control along with her mother, Raine Silverstein; (ii) 8,880 shares held by custodial accounts for the benefit of two of Mr. Dabah's children of which Mr. Dabah shares voting control along with his wife, Renee Dabah; (iii) 152,000 shares held by trusts for the benefit of Mr. Dabah's relatives of which Mr. Dabah shares voting control along with his mother in-law, Raine Silverstein; (iv) 2,400 shares held by trusts for the benefit of three of Mr. Dabah's children of which Mr. Dabah's wife, Renee Dabah, shares voting control along with her daughter, Eva Yagoda; and (v) 800 shares held by a trust for the benefit of Mr. Dabah's grandchild of which Mr. Dabah's wife, Renee Dabah, shares voting control along with her daugher, Joia Dabah.

2. 19,932 options became exercisable on each of December 31, 1997, September 18, 1998, September 18, 1999, and the remaining 4,864 options became exercisable on September 18, 2000.

3. Includes only those options with the same exercise price and the same grant date.

Remarks:

	Ezra Dabah (By Steven Balasiano as Attorney-in-fact)	04/12/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.






      LIMITED POWER OF ATTORNEY



 BE IT KNOWN, that Ezra Dabah has made and appointed, and by these presents does make and appoint, Steven Balasiano, and Lenwood Ross, each of them acting individually, in their capacity as a compliance officers for The Children's Place Retail Stores, Inc., true and lawful attorney for him/her and in his/her name, place and stead, for the following specific and limited purposes only:



 To sign any and all documents required by the Securities and Exchange Commission to ensure compliance with the rules and regulations thereof by me and by The Children's Place Retail Stores, Inc. in connection with any transactions I may complete involving the stock of The Children's Place Retail Stores, Inc.



giving and granting said attorney full power and authority to do and perform all and every act and thing whatsoever necessary to be done in and about the specific and limited premises set out herein as fully, to all intents and purposes, as might or could be done if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney shall lawfully do or cause to be done by virtue hereof.



 IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of April, 2006.



Signed and delivered:



_/s/ Ezra Dabah__________________

Ezra Dabah