FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Anderson R Edward   2. Issuer Name and Ticker or Trading Symbol Citi Trends Inc [CTRN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O CITI TRENDS, INC., 104 COLEMAN BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 12/04/2009 (Street) SAVANNAH, GA 31408 4. If Amendment, Date 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 (City) (State) (Zip) 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 12/04/2009   M   14,000 A $ 14 206,409 D   Common Stock 12/04/2009   M   390 A $ 3.6154 206,799 D   Common Stock 12/04/2009   M   312 A $ 6.8462 207,111 D   Common Stock 12/04/2009   S   14,702 D $ 27 192,409 D

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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 Underlying Securities (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 of Derivative Security: 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 Option (right to buy) (1)

$ 14

12/04/2009

M

14,000

(2)

05/17/2015

Common Stock

14,000

$ 0

0

D

Employee Stock Option (right to buy) (3)

$ 3.6154

12/04/2009

M

390

08/02/2003

08/02/2013

Common Stock

390

$ 0

0

D

Employee Stock option (right to buy) (3)

$ 6.8462

12/04/2009

M

312

10/30/2004

10/30/2014

Common Stock

312

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Anderson R Edward C/O CITI TRENDS, INC. 104 COLEMAN BLVD. SAVANNAH, GA 31408	X		Executive Chairman

Signatures

R. Edward Anderson		12/07/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Granted pursuant to the 2005 Long-Term Incentive Plan.
(2)	The option vested in four equal installments on May 17, 2006, 2007, 2008 and 2009.
(3)	Granted pursuant to the Amended and Restated 1999 Stock Option Plan.

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