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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 		 
OMB APPROVAL
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*
GOLDBERG NEAL
(Last) (First) (Middle)
915 SECAUCUS ROAD
(Street)
SECAUCUS NJ 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President
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)
Code V Amount (A) or (D) Price
Common Stock, Par Value $.10 04/10/2006 M 53,000 A $27.65 53,000(1) D
Common Stock, Par Value $.10 04/10/2006 S 15,000 D $59.55 38,000(1) D
Common Stock, Par Value $.10 04/10/2006 S 5,000 D $59.5 33,000(1) D
Common Stock, Par Value $.10 04/10/2006 S 10,000 D $59.4 23,000(1) D
Common Stock, Par Value $.10 04/10/2006 S 13,000 D $59.33 10,000(1) D
Common Stock, Par Value $.10 04/10/2006 S 10,000 D $59.31 0(1) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) $27.65 04/10/2006 M 53,000 01/27/2006(2) 01/22/2014 Common Stock 53,000 $0 177,000(3) D
Explanation of Responses:
1. Does not include any shares underlying options, whether vested or unvested.
2. 30,000 options became exercisable on January 30, 2005 and the reaminaing 23,000 options became exercisable on January 27, 2006.
3. Only includes those options with the same exercise price and the same date of grant.
Remarks:
Neal Goldberg (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 Neal Goldberg 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 12 day of April, 2006.



Signed and delivered:



_/s/ Neal Goldberg__________________

Neal Goldberg