Sec Form 4 Filing - BALASIANO STEVEN @ CHILDRENS PLACE RETAIL STORES INC - 2006-04-21

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 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 BALASIANO STEVEN 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, General Counsel & CAO (Last) (First) (Middle) 915 SECAUCUS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/21/2006 (Street) SECAUCUS, NJ07094 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, Par Value $.10 04/21/2006 M 7,118 A $ 10.695 32,176 ( 1 ) D Common Stock, Par Value $.10 04/21/2006 S 7,118 D $ 62.24 ( 2 ) 25,058 ( 3 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Options (right to buy) $ 10.695 04/21/2006 M 7,118 09/18/2003( 4 ) 01/31/2013 Common Sotck 7,118 $ 0 6,882 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BALASIANO STEVEN 915 SECAUCUS ROAD SECAUCUS, NJ07094 SVP, General Counsel & CAO Signatures Steven Balasiano 04/25/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes (i) 31,158 in the reporting person's name; and (ii) 1,018 owned under 401(k) Plan. Does not include any shares underlying options, whether vested or unvested. ( 2 )Reflects the average price of multiple transactions on April 21, 2006 at prices ranging from $62.18 to $62.34. ( 3 )Includes (i) 24,040 in the reporting person's name; and (ii) 1,018 owned under 401(k) Plan. Does not include any shares underlying options, whether vested or unvested. ( 4 )4,000 options became exercisable on September 18, 2003 and the remaining 3,118 options became exercisable on September 18, 2004. ( 5 )Includes only those options with the same exercise price and the same date of grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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