8-K

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) August 12, 2004



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, Secaucus, New Jersey 07094

(Address of principal executive offices) (Zip Code)


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





(Former name or former address, if changed since last report)

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)   Exhibits

Exhibit
Number

Description

99 Press release dated August 12, 2004.

Item 12. Results of Operations and Financial Condition.

           On August 12, 2004, The Children’s Place Retail Stores, Inc. issued a press release announcing financial information for the fiscal quarter ended July 31, 2004. A copy of this press release is included as Exhibit 99 hereto.

[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: August 12, 2004

INDEX TO EXHIBITS

Current Report on Form 8-K
Dated August 12, 2004

The Children's Place Retail Stores, Inc.

Exhibit
Number

Description

99 Press Release issued by the Company on August 12, 2004