Sec Form 4 Filing - Flynn Gregory P @ Citi Trends Inc - 2006-01-31

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 Flynn Gregory P 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O HAMPSHIRE EQUITY PARTNERS II, L.P., 520 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2006 (Street) NEW YORK, NY10022 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 $.01 per share 01/31/2006 S 1,503,138 D $ 40.1375 6,330,785 ( 1 ) I See Note. ( 2 )

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 Stock Options (1999 Stock Option Plan) $ 3.6154 01/31/2006 S 37,050 08/02/2003 08/02/2013 Common Stock, par value $0.01 per share 37,050 ( 3 ) $ 40.1375 0 I See Note. ( 2 ) Stock Options (1999 Stock Option Plan) $ 6.8462 01/31/2006 S 29,562 10/30/2004 10/30/2014 Common Stock, par value $0.01 per share 29,562 ( 3 ) $ 40.1375 0 I See Note. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flynn Gregory P C/O HAMPSHIRE EQUITY PARTNERS II, L.P. 520 MADISON AVENUE NEW YORK, NY10022 X Signatures /s/ Gregory P. Flynn 02/02/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of the Issuer held directly by each of Hampshire Equity Partners II, L.P., Hampshire Equity Partners Cayman D.B. II, LP and Hampshire Equity Partners Cayman II, LP. ( 2 )The reporting person is vice president of Lexington Equity Partners II, Inc. which is the general partner of each of (i) Lexington Equity Partners II, L.P., which is the general partner of Hampshire Equity Partners II, L.P. and (ii) Lexington Equity Partners Cayman II, L.P. which is the general partner of Hampshire Equity Partners Cayman D.B. II, LP and Hampshire Equity Partners Cayman II, LP. The reporting person is the vice president and may be deemed to beneficially own the shares of common stock held by the entities. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. ( 3 )Represents options for shares of common stock of the Issuer held directly by Hampshire Equity Partners II, L.P.

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).

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