Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
FLAKS RICHARD
  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)
SVP. Planning, Allocation & IT
(Last)
(First)
(Middle)
915 SECAUCUS ROAD
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2007
(Street)

SECAUCUS, NJ 07094
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 17.48 12/05/2007(1)   D     12,000   (2) 08/14/2013 Common Stock 12,000 (3) 0 D  
Employee Stock Option (right to buy) $ 17.92 12/05/2007(1)   A   12,000     (2)(3) 08/14/2013 Common Stock 12,000 (3) 12,000 D  
Employee Stock Option (right to buy) $ 31.2 12/05/2007(1)   D     20,000   (4) 11/03/2014 Common Stock 20,000 (3) 0 D  
Employee Stock Option (right to buy) $ 31.91 12/05/2007(1)   A   20,000     (3)(4) 11/03/2014 Common Stock 20,000 (3) 20,000 D  
Employee Stock Option (right to buy) $ 37.655 12/05/2007(1)   D     55,000   (5)(6) 04/28/2015 Common Stock 27,500 (7) 0 D  
Employee Stock Option (right to buy) $ 37.655 12/05/2007(1)   A   27,500     (5)(6) 12/31/2007 Common Stock 27,500 (7) 27,500 D  
Employee Stock Option (right to buy) $ 37.655 12/05/2007(1)   A   13,750     (5)(6) 12/31/2008 Common Stock 13,750 (7) 13,750 D  
Employee Stock Option (right to buy) $ 37.655 12/05/2007(1)   A   13,750     (5)(6) 12/31/2009 Common Stock 13,750 (7) 13,750 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FLAKS RICHARD
915 SECAUCUS ROAD
SECAUCUS, NJ 07094
      SVP. Planning, Allocation & IT  

Signatures

 /s/ Richard Flaks   12/05/2007
**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) No new option grants have been made to the reporting person. This Form 4 is only being filed to reflect the increase in the exercise price and/or amend the year of exercise of certain options previously granted to the reporting person. For a detailed description of the reason for the increase please see the issuer's Form 10-K report for the year ended February 3, 2007.
(2) The options were originally to become exercisable in five equal installments of 20% (on a cumulative basis) commencing on October 31, 2004 and each anniversary thereof -- on January 27, 2006 the issuer acclerated the vesting of all options that had not vested, accordingly all options are exercisable on the date hereof.
(3) The reporting person and the issuer have amended the option to buy shares of common stock of the issuer issued to the reporting person on August 15, 2003 and November 3, 2004 to increase the exercise price to the average of the high and low trading price on the date determined by the issuer to be used as the measurement date for such option in restating its financial statements, as discussed by the issuer in its Form 10-K report for the year ended February 3, 2007; the other terms of the option, including when the option shall be exercisable and the expiration date, have not been changed and no consideration was paid to the reporting person in connection with the amendment. For Section 16 reporting purposes only, the increase in the exercise price is deemed to be a cancellation of the pre-amendment option in exchange for the grant of replacement option with the increased exercise price.
(4) The options were originally to become exercisable in five equal installments of 20% (on a cumulative basis) commencing on September 18, 2005 and each anniversary thereof -- on January 27, 2006 the issuer acclerated the vesting of all options that had not vested, accordingly all options are exercisable on the date hereof.
(5) The reporting person and the issuer have amended the option to buy shares of common stock of the issuer issued to the reporting person on November 1, 2001 to amend the year in which the option may be exercised.
(6) A total of 55,000 options were originally to become exercisable in four equal installments of 25% (on a cumulative basis) commencing on April 30, 2006 and each anniversary thereof -- on January 27, 2006 the issuer accelerated the vesting of all options that had not vested.
(7) Not applicable.

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