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)
August 3, 2006
 
 
THE CHILDREN'S PLACE RETAIL STORES, INC.
(Exact name of registrant as specified in its charter)
 
 
DELAWARE
  
0-23071
  
31-1241495
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(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
 
 
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 August 3, 2006, The Children’s Place Retail Stores, Inc. (the “Company”) issued a press release announcing certain financial information for the month and fiscal quarter ended July 29, 2006, as well as the Company’s updated outlook for fiscal 2006. A copy of the Company’s 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 August 3, 2006.

 
 
 

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.
 
 		  
 		  
 
Date: August 3, 2006 By:   /s/ Susan Riley
 
 
Name:   Susan Riley
Title:     Senior Vice President, Chief Financial Officer