<HTML>
<HEAD>
<TITLE>S-8</TITLE>
</HEAD>
<BODY>

<P ALIGN=CENTER><FONT SIZE=3><B>As filed with the Securities and Exchange
Commission on April 8, 2002</B></FONT></P>
<P ALIGN=Right><FONT SIZE=3><B>Registration No. 333-_________</B></FONT></P>

<hr size=1>

<P ALIGN=CENTER><B><FONT SIZE=4>SECURITIES AND EXCHANGE COMMISSION</FONT><BR>
<FONT SIZE=3>WASHINGTON, D.C. 20549</FONT><BR>
<BR>
<FONT SIZE=4>FORM S-8</FONT><BR>
<BR>
<FONT SIZE=3>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</FONT></B></P>



<P ALIGN=CENTER><FONT SIZE=4><B>THE CHILDREN'S PLACE RETAIL STORES, INC.</B></FONT><BR>
<FONT SIZE=3>(Exact name of registrant as specified in its Charter)</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20% ALIGN=LEFT></TD>
<TD WIDTH=30% ALIGN=CENTER>
<B>Delaware </B><BR>
(State or Other Jurisdiction<BR>
of Incorporation or Organization)</TD>
<TD WIDTH=30% ALIGN=CENTER>
<B>31-1241495</B><BR>
(I.R.S. Employer<BR>
Identification No.)</TD>
<TD WIDTH=20% ALIGN=LEFT></TD>
</TR>
</TABLE>

<P ALIGN=CENTER><FONT SIZE=3><B>The Children's Place Retail Stores, Inc.<BR>
915 Secaucus Road<BR>
Secaucus, New Jersey 07094<BR>
(201) 558-2400</B><BR>
(Name, address, including zip code, and telephone number,<BR>
including area code, of Registrant's principal executive offices)</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3><B>The Children's Place 401(k) Savings and Investment Plan</B><BR>
(Full title of the Plan)</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>Steven Balasiano, Esq.<BR>
Vice President and General Counsel<BR>
The Children's Place Retail Stores, Inc.<BR>
915 Secaucus Road<BR>
Secaucus, New Jersey 07094<BR>
(201) 558-2400<BR></B>
(Name, Address and Telephone Number,<BR>
Including Area Code, of Registrant's Agent For Service)</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B><I>Copy To:</I><BR>
Jeffrey S. Lowenthal, Esq.<BR>
Stroock &amp; Stroock &amp; Lavan LLP<BR>
180 Maiden Lane<BR>
New York, New York 10038<BR>
(212) 806-5400</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>CALCULATION OF REGISTRATION FEE</B></FONT></P>


<TABLE WIDTH=100% CELLPADDING=1 CELLSPACING=1 BORDER=1>
<TR VALIGN=TOP>
<TD WIDTH=20% ALIGN=CENTER><BR>
<B>Title of Securities<BR>
to be Registered</B></TD>
<TD WIDTH=20% ALIGN=CENTER><BR>
<B>Amount to be<BR>
Registered</B></TD>
<TD WIDTH=20% ALIGN=CENTER>
<B>Proposed Maximum<BR>
Offering Price<BR>
Per Share</B> </TD>
<TD WIDTH=20% ALIGN=CENTER>
<B>Proposed Maximum<BR>
Aggregate Offering<BR>
Price</B>
</TD>
<TD WIDTH=20% ALIGN=CENTER>
<B>Amount of<BR>
Registration Fee</B></TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=2 CELLSPACING=2 BORDER=1>
<TR VALIGN=TOP>
<TD WIDTH=20% ALIGN=CENTER>
Common Stock,<BR>
$.10 par value</TD>
<TD WIDTH=20% ALIGN=CENTER><BR>
 500,000 shares(1)</TD>
<TD WIDTH=20% ALIGN=CENTER><BR>
$33.69 (2)</TD>
<TD WIDTH=20% ALIGN=CENTER><BR>
$16,845,000(2)</TD>
<TD WIDTH=20% ALIGN=CENTER><BR>
$1,550</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3>(1)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Consists of up to 500,000 shares of Common Stock of the Registrant purchased on
the open market from time to time at market prices for participants in The
Children's Place 401(k) Savings and Investment Plan. In addition, pursuant
to Rule 416(c) under the Securities Act of 1933, as amended, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to The Children's Place 401(k) Savings and Investment Plan.
Pursuant to Rule 457(h)(2) under the Securities Act, no separate registration
fee is required with respect to the plan interests being registered hereby.
Pursuant to Rule 416, there are also registered hereby an indeterminate number
of shares of Common Stock as may become issuable by reason of the adjustment
provisions of such plan.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3>(2)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457(c) on the basis of the average high and low closing sale price for a
share of Common Stock of the Registrant as reported on the Nasdaq National
Market on April 4, 2002.</FONT></TD>
</TR>
</TABLE>
<BR>


<PAGE>




<P ALIGN=CENTER><FONT SIZE=3><B>PART I</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Children's Place Retail Stores, Inc., a Delaware corporation (the
&#147;Registrant&#148; or the &#147;Company&#148;), will deliver the document
containing the information in Part I of this registration statement on Form S-8
to each participant in The Children's Place 401(k) Savings and Investment
Plan (the &#147;Plan&#148;) as specified by Rule 428(b) (1) under the Securities
Act. Such document is not being filed with or included in this registration
statement (by incorporation by reference or otherwise) in accordance with the
rules and regulations of the Securities and Exchange Commission (the
&#147;Commission&#148;). Such document and the documents incorporated by
reference into this registration statement pursuant to Item 3 of Part II of this
registration statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 1. Plan Information.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
filed as part of this registration statement pursuant to Note to Part 1 of Form
S-8. </FONT></P>

<P><FONT SIZE=3><B>Item 2. Registrant Information and Employee Plan Annual
Information.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
filed as part of this registration statement pursuant to Note to Part 1of Form
S-8. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>PART II</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 3. Incorporation of Documents by Reference.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following documents heretofore filed by the Company with the Commission are
incorporated herein by reference: </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company's Annual Report on Form 10-K for
the fiscal year ended February 2, 2002.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item 1 of the Registrant's Registration Statement on Form 8-A, filed
September 18, 1997 to register the Company's Common Stock, par value $.10
per share (the &#147;Common Stock&#148;), pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 4. Description of Securities.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.</FONT></P>

<P><FONT SIZE=3><B>Item 5.  Interests of Named Experts and Counsel.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 6. Indemnification of Directors and Officers.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company's Certificate of Incorporation limits the liability of directors
(in their capacity as directors but not in their capacity as officers) to the
Company or its stockholders to the fullest extent permitted by the Delaware
General Corporation Law (&#147;DGCL&#148;). Specifically, no director of the
Company will be personally liable for monetary damages for breach of the
director's fiduciary duty as a director, except for liability: (i) for any
breach of the director's duty of loyalty to the Company or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174 of
the DGCL, which relates to unlawful payments of dividends or unlawful stock
repurchases or redemptions, or any successor provision thereto; or (iv) for any
transaction from which the director derived an improper personal benefit. The
inclusion of this provision in the Certificate of Incorporation may have the
effect of reducing the likelihood of derivative litigation against directors,
and may discourage or deter stockholders or management from bringing a lawsuit
against directors for breach of their duty of care, even though such an action,
if successful, might otherwise have benefited the Company and its stockholders. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
the Certificate of Incorporation, the Company will indemnify those persons whom
it shall have the power to indemnify to the fullest extent permitted by Section
145 of the DGCL, which may include liabilities under the Securities Act of 1933.
Accordingly, in accordance with Section 145 of the DGCL, the Company will
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than a
&#147;derivative&#148; action by or in the right of the Company) by reason of
the fact that such person is or was a director, officer, employee or agent of
the Company, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with
the defense or settlement of such an action and then, where the person is
adjudged to be liable to the Company, only if and to the extent that the Court
of Chancery of the State of Delaware or the court in which such action was
brought determines that such person is fairly and reasonably entitled to such
indemnity and then only for such expenses as the court deems proper. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Certificate of Incorporation provides that the Company will advance expenses to
the fullest extent permitted by Section 145 of the DGCL. Accordingly, the
Company, in accordance therewith, will pay for the expenses incurred by an
indemnified person in defending the proceedings specified in the preceding
paragraph in advance of their final disposition, provided that, if the DGCL so
requires, such person agrees to reimburse the Company if it is ultimately
determined that such person is not entitled to indemnification. In addition,
pursuant to the DGCL the Company may purchase and maintain insurance on behalf
of any person who is or was a director, employee or agent of the Company against
any liability asserted against and incurred by such person in such capacity, or
arising out of the person's status as such whether or not the Company would
have the power or obligation to indemnify such person against such liability
under the provisions of DGCL. The Company has obtained insurance for the benefit
of the Company's officers and directors insuring such persons against
certain liabilities, including liabilities under the securities laws. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company has entered into agreements to indemnify its directors which are
intended to provide the maximum indemnification permitted by Delaware law. These
agreements, among other things, indemnify each of the Company's outside
directors for certain expenses (including attorneys' fees), judgments,
fines and settlement amounts incurred by such director in any action or
proceeding, including any action by or in the right of the Company, on account
of such director's service as a director of the Company. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 7. Exemption From Registration Claimed.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 8. Exhibits.</B></FONT></P>

<P><FONT SIZE=3>Exhibit<BR>
<U>Number</U> </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>4.1*</TD>
<TD WIDTH=3% ALIGN=LEFT>- </TD>
<TD WIDTH=92% ALIGN=LEFT>The Children's Place 401(k) Savings and Investment
Plan.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>5.1*</TD>
<TD WIDTH=3% ALIGN=LEFT>- </TD>
<TD WIDTH=92% ALIGN=LEFT>Opinion of Stroock &amp; Stroock &amp; Lavan LLP, as to
the legality of the securities being registered.
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>23.1*</TD>
<TD WIDTH=3% ALIGN=LEFT>- </TD>
<TD WIDTH=92% ALIGN=LEFT>Consent of Stroock &amp; Stroock &amp; Lavan LLP. (Included in
Exhibit 5.1).</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>23.2* </TD>
<TD WIDTH=3% ALIGN=LEFT>- </TD>
<TD WIDTH=92% ALIGN=LEFT>Consent of Independent Public Accountants.</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>24.1* </TD>
<TD WIDTH=3% ALIGN=LEFT>- </TD>
<TD WIDTH=92% ALIGN=LEFT>Powers of Attorney (included on signature pages).</TD>
</TR>
</TABLE>
<BR>

<P>_____________<BR>
*   Filed herewith</P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 9. Undertakings.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned Registrant hereby undertakes:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT></TD>
<TD WIDTH=85% ALIGN=LEFT>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT></TD>
<TD WIDTH=85% ALIGN=LEFT>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post- effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement.
</TD>
</TR>
</TABLE>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Provided, however, that paragraphs (1) (i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (2)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; That, for the
purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (3)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial <I>bona fide</I> offering thereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned Registrant hereby undertakes that The Children's Place 401(k)
Savings and Investment Plan has been submitted to the Internal Revenue Service
(the &#147;IRS&#148;) and that the Registrant has made all changes required by
the IRS in order to qualify The Children's Place 401(k) Savings and
Investment Plan. </FONT></P>


<PAGE>


<P ALIGN=CENTER><FONT SIZE=3><B>SIGNATURES</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing this Form&#160;S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Secaucus, State of New Jersey on the 8th day of April 2002. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50% ALIGN=LEFT>
THE CHILDREN'S PLACE RETAIL STORES, INC.<BR>
<BR>
<BR>
By:<U>&nbsp;/s/ Ezra Dabah
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Name:  Ezra Dabah</I><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Title:  Chief Executive Officer</I>
</TD>
</TR>
</TABLE>
<BR>



<P ALIGN=CENTER><FONT SIZE=3><B>POWER OF ATTORNEY</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW
ALL MEN BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Ezra Dabah, Steven Balasiano and Seth L. Udasin and
each of them his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capabilities, to sign any and all amendments (including
post-effective amendments) of and supplements to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorneys-in-fact and agents and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully as to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that all such
attorneys-in-fact and agents or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
date indicated. </FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT><B><U>Signatures</U></B></TD>
<TD WIDTH=40% ALIGN=LEFT><B><U>Title</U></B></TD>
<TD WIDTH=25% ALIGN=LEFT><B><U>Date</U></B></TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT>
<U>&nbsp;/s/ Ezra Dabah
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Ezra Dabah </TD>
<TD WIDTH=40% ALIGN=LEFT>
Chief Executive Officer and Chairman of the Board of Directors (Principal
Executive Officer)</TD>
<TD WIDTH=25% ALIGN=LEFT>April 8, 2002</TD>
</TR>
</TABLE>
<BR>






<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT>
<U>&nbsp;/s/ Seth L. Udasin
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Seth L. Udasin
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Vice President and Chief Financial Officer (Principal Financial and Accounting
Officer)</TD>
<TD WIDTH=25% ALIGN=LEFT>April 8, 2002</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT>
<U>&nbsp;/s/ Stanley Silverstein
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Stanley Silverstein
</TD>
<TD WIDTH=40% ALIGN=LEFT>Director </TD>
<TD WIDTH=25% ALIGN=LEFT>April 8, 2002</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Sally Frame Kasaks
</TD>
<TD WIDTH=40% ALIGN=LEFT>Director </TD>
<TD WIDTH=25% ALIGN=LEFT>April 8, 2002</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT>
<U>&nbsp;/s/ John Megrue
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
John Megrue
</TD>
<TD WIDTH=40% ALIGN=LEFT> Director </TD>
<TD WIDTH=25% ALIGN=LEFT>April 8, 2002</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT>
<U>&nbsp;/s/ David J. Oddi
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
David J. Oddi
</TD>
<TD WIDTH=40% ALIGN=LEFT>Director </TD>
<TD WIDTH=25% ALIGN=LEFT>April 8, 2002</TD>
</TR>
</TABLE>
<BR>


<PAGE>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, as amended, the trustee (or
other person who administers The Children's Place 401(k) Savings and
Investment Plan) has duly caused this Registration Statement to be signed in its
behalf by the undersigned, thereunto duly authorized, in the City of Secaucus,
State of New Jersey on the 8th day of April 2002. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50% ALIGN=LEFT>
THE CHILDREN'S PLACE RETAIL STORES, INC.<BR>
<BR>
<BR>
By:<U>&nbsp;/s/ Ezra Dabah
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Ezra Dabah<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Chief Executive Officer
</TD>
</TR>
</TABLE>
<BR>




<PAGE>


<P ALIGN=CENTER><FONT SIZE=3><B>EXHIBIT INDEX</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT><B><U>Exhibit<BR>
Number</U></B></TD>
<TD WIDTH=50% ALIGN=LEFT>
<B><U>Description</U></B></TD>
<TD WIDTH=35% ALIGN=LEFT>
<B><U>Page<BR>
Number</U></B> </TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>4.1*</TD>
<TD WIDTH=50% ALIGN=LEFT>
The Children's Place 401(k) Savings and Investment Plan.</TD>
<TD WIDTH=35% ALIGN=LEFT>
</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>5.1*</TD>
<TD WIDTH=50% ALIGN=LEFT>
Opinion of Stroock &amp; Stroock &amp; Lavan LLP as to the legality of the
securities being offered.</TD>
<TD WIDTH=35% ALIGN=LEFT>
</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>23.1*</TD>
<TD WIDTH=50% ALIGN=LEFT>
Consent of Stroock &amp; Stroock &amp; Lavan LLP. (Included in Exhibit 5.1).</TD>
<TD WIDTH=35% ALIGN=LEFT>
</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>23.2* </TD>
<TD WIDTH=50% ALIGN=LEFT>
Consent of Arthur Andersen LLP.</TD>
<TD WIDTH=35% ALIGN=LEFT>
</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>24.1*</TD>
<TD WIDTH=50% ALIGN=LEFT>
Powers of Attorney (included on signature pages).</TD>
<TD WIDTH=35% ALIGN=LEFT>
</TD>
</TR>
</TABLE>

<P>____________<BR>
*   Filed herewith</P>


</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "children-s8_040502.htm", "secsgml_size_bytes": 28878}]
{"company-data": {"conformed-name": "CHILDRENS PLACE RETAIL STORES INC", "cik": "0001041859", "assigned-sic": "5651", "irs-number": "311241495", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85834", "film-number": "02604609"}, "business-address": {"street1": "ONE DODGE DR", "city": "CALDWELL", "state": "NJ", "zip": "07006", "phone": "9732278900"}, "mail-address": {"street1": "ONE DODGE DR", "city": "CALDWELL", "state": "NJ", "zip": "07006"}}
S-8
As filed with the Securities and Exchange
Commission on April 8, 2002
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE CHILDREN'S PLACE RETAIL STORES, INC.
(Exact name of registrant as specified in its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
31-1241495
(I.R.S. Employer
Identification No.)
The Children's Place Retail Stores, Inc.
915 Secaucus Road
Secaucus, New Jersey 07094
(201) 558-2400
(Name, address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
The Children's Place 401(k) Savings and Investment Plan
(Full title of the Plan)
Steven Balasiano, Esq.
Vice President and General Counsel
The Children's Place Retail Stores, Inc.
915 Secaucus Road
Secaucus, New Jersey 07094
(201) 558-2400
(Name, Address and Telephone Number,
Including Area Code, of Registrant's Agent For Service)
Copy To:
Jeffrey S. Lowenthal, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
(212) 806-5400
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be
Registered
Proposed Maximum
Offering Price
Per Share
Proposed Maximum
Aggregate Offering
Price
Amount of
Registration Fee
Common Stock,
$.10 par value
500,000 shares(1)
$33.69 (2)
$16,845,000(2)
$1,550
(1)
Consists of up to 500,000 shares of Common Stock of the Registrant purchased on
the open market from time to time at market prices for participants in The
Children's Place 401(k) Savings and Investment Plan. In addition, pursuant
to Rule 416(c) under the Securities Act of 1933, as amended, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to The Children's Place 401(k) Savings and Investment Plan.
Pursuant to Rule 457(h)(2) under the Securities Act, no separate registration
fee is required with respect to the plan interests being registered hereby.
Pursuant to Rule 416, there are also registered hereby an indeterminate number
of shares of Common Stock as may become issuable by reason of the adjustment
provisions of such plan.
(2)
Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457(c) on the basis of the average high and low closing sale price for a
share of Common Stock of the Registrant as reported on the Nasdaq National
Market on April 4, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
Children's Place Retail Stores, Inc., a Delaware corporation (the
"Registrant" or the "Company"), will deliver the document
containing the information in Part I of this registration statement on Form S-8
to each participant in The Children's Place 401(k) Savings and Investment
Plan (the "Plan") as specified by Rule 428(b) (1) under the Securities
Act. Such document is not being filed with or included in this registration
statement (by incorporation by reference or otherwise) in accordance with the
rules and regulations of the Securities and Exchange Commission (the
"Commission"). Such document and the documents incorporated by
reference into this registration statement pursuant to Item 3 of Part II of this
registration statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item 1. Plan Information.
Not
filed as part of this registration statement pursuant to Note to Part 1 of Form
S-8.
Item 2. Registrant Information and Employee Plan Annual
Information.
Not
filed as part of this registration statement pursuant to Note to Part 1of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The
following documents heretofore filed by the Company with the Commission are
incorporated herein by reference:
(a)      The Company's Annual Report on Form 10-K for
the fiscal year ended February 2, 2002.
(b)

     Item 1 of the Registrant's Registration Statement on Form 8-A, filed
September 18, 1997 to register the Company's Common Stock, par value $.10
per share (the "Common Stock"), pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5.  Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The
Company's Certificate of Incorporation limits the liability of directors
(in their capacity as directors but not in their capacity as officers) to the
Company or its stockholders to the fullest extent permitted by the Delaware
General Corporation Law ("DGCL"). Specifically, no director of the
Company will be personally liable for monetary damages for breach of the
director's fiduciary duty as a director, except for liability: (i) for any
breach of the director's duty of loyalty to the Company or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174 of
the DGCL, which relates to unlawful payments of dividends or unlawful stock
repurchases or redemptions, or any successor provision thereto; or (iv) for any
transaction from which the director derived an improper personal benefit. The
inclusion of this provision in the Certificate of Incorporation may have the
effect of reducing the likelihood of derivative litigation against directors,
and may discourage or deter stockholders or management from bringing a lawsuit
against directors for breach of their duty of care, even though such an action,
if successful, might otherwise have benefited the Company and its stockholders.
Under
the Certificate of Incorporation, the Company will indemnify those persons whom
it shall have the power to indemnify to the fullest extent permitted by Section
145 of the DGCL, which may include liabilities under the Securities Act of 1933.
Accordingly, in accordance with Section 145 of the DGCL, the Company will
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than a
"derivative" action by or in the right of the Company) by reason of
the fact that such person is or was a director, officer, employee or agent of
the Company, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with
the defense or settlement of such an action and then, where the person is
adjudged to be liable to the Company, only if and to the extent that the Court
of Chancery of the State of Delaware or the court in which such action was
brought determines that such person is fairly and reasonably entitled to such
indemnity and then only for such expenses as the court deems proper.
The
Certificate of Incorporation provides that the Company will advance expenses to
the fullest extent permitted by Section 145 of the DGCL. Accordingly, the
Company, in accordance therewith, will pay for the expenses incurred by an
indemnified person in defending the proceedings specified in the preceding
paragraph in advance of their final disposition, provided that, if the DGCL so
requires, such person agrees to reimburse the Company if it is ultimately
determined that such person is not entitled to indemnification. In addition,
pursuant to the DGCL the Company may purchase and maintain insurance on behalf
of any person who is or was a director, employee or agent of the Company against
any liability asserted against and incurred by such person in such capacity, or
arising out of the person's status as such whether or not the Company would
have the power or obligation to indemnify such person against such liability
under the provisions of DGCL. The Company has obtained insurance for the benefit
of the Company's officers and directors insuring such persons against
certain liabilities, including liabilities under the securities laws.
The
Company has entered into agreements to indemnify its directors which are
intended to provide the maximum indemnification permitted by Delaware law. These
agreements, among other things, indemnify each of the Company's outside
directors for certain expenses (including attorneys' fees), judgments,
fines and settlement amounts incurred by such director in any action or
proceeding, including any action by or in the right of the Company, on account
of such director's service as a director of the Company.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
4.1*
-
The Children's Place 401(k) Savings and Investment
Plan.
5.1*
-
Opinion of Stroock & Stroock & Lavan LLP, as to
the legality of the securities being registered.
23.1*
-
Consent of Stroock & Stroock & Lavan LLP. (Included in
Exhibit 5.1).
23.2*
-
Consent of Independent Public Accountants.
24.1*
-
Powers of Attorney (included on signature pages).
_____________
*   Filed herewith
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1)      
To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)     
To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii)     
To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post- effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii)
      To include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement.
Provided, however, that paragraphs (1) (i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2)
      That, for the
purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3)
     To remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial
bona fide
offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
The
undersigned Registrant hereby undertakes that The Children's Place 401(k)
Savings and Investment Plan has been submitted to the Internal Revenue Service
(the "IRS") and that the Registrant has made all changes required by
the IRS in order to qualify The Children's Place 401(k) Savings and
Investment Plan.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing this Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Secaucus, State of New Jersey on the 8th day of April 2002.
THE CHILDREN'S PLACE RETAIL STORES, INC.
By:
/s/ Ezra Dabah
Name:  Ezra Dabah
Title:  Chief Executive Officer
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Ezra Dabah, Steven Balasiano and Seth L. Udasin and
each of them his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capabilities, to sign any and all amendments (including
post-effective amendments) of and supplements to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorneys-in-fact and agents and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully as to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that all such
attorneys-in-fact and agents or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Signatures
Title
Date
/s/ Ezra Dabah
Ezra Dabah
Chief Executive Officer and Chairman of the Board of Directors (Principal
Executive Officer)
April 8, 2002
/s/ Seth L. Udasin
Seth L. Udasin
Vice President and Chief Financial Officer (Principal Financial and Accounting
Officer)
April 8, 2002
/s/ Stanley Silverstein
Stanley Silverstein
Director
April 8, 2002
Sally Frame Kasaks
Director
April 8, 2002
/s/ John Megrue
John Megrue
Director
April 8, 2002
/s/ David J. Oddi
David J. Oddi
Director
April 8, 2002
Pursuant
to the requirements of the Securities Act of 1933, as amended, the trustee (or
other person who administers The Children's Place 401(k) Savings and
Investment Plan) has duly caused this Registration Statement to be signed in its
behalf by the undersigned, thereunto duly authorized, in the City of Secaucus,
State of New Jersey on the 8th day of April 2002.
THE CHILDREN'S PLACE RETAIL STORES, INC.
By:
/s/ Ezra Dabah
Name: Ezra Dabah
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number
Description
Page
Number
4.1*
The Children's Place 401(k) Savings and Investment Plan.
5.1*
Opinion of Stroock & Stroock & Lavan LLP as to the legality of the
securities being offered.
23.1*
Consent of Stroock & Stroock & Lavan LLP. (Included in Exhibit 5.1).
23.2*
Consent of Arthur Andersen LLP.
24.1*
Powers of Attorney (included on signature pages).
____________
*   Filed herewith