Item 2.                  MANAGEMENT’S MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of federal securities laws, which are intended to be covered by the safe harbors created thereby. Those statements include, but may not be limited to, the discussions of the Company’sCompany's operating and growth strategy. Investors are cautioned that all forward-looking statements involve risks and uncertainties including, without limitation, those set forth under the caption “Risk Factors”"Risk Factors" in the Business section of the Company’sCompany's Annual Report on Form 10-K for the year ended January 31, 2004. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could prove to be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. The Company undertakes no obligation to publicly release any revisions to any forward-looking statements contained herein to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

The following discussion should be read in conjunction with the Company’sCompany's unaudited financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the annual audited financial statements and notes thereto included in the Company’sCompany's Annual Report on Form 10-K for the year ended January 31, 2004, filed with the Securities and Exchange Commission.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reported period. Actual results could differ from our estimates. The accounting policies that we believe are the most critical to aid in fully understanding and evaluating reported financial results include the following:

Revenue Recognition— – Sales are recognized upon purchase by customers at our retail stores or when shipped to our customers from our distribution center if the product was purchased via the Internet, net of coupon redemptions and anticipated sales returns. Actual merchandisesales return rates have historically been within our expectations and the allowance established. However, in the event that the actual rate of sales returns by customers increased significantly, our operational results could be adversely affected.

Our policy with respect to gift cards is to record revenue as the gift cards are redeemed for merchandise. Prior to their redemption, unredeemed gift cards are recorded as a liability.liability, included within accrued expenses and other current liabilities on the accompanying consolidated balance sheets. We have not reduced our gift card liabilities for gift cards that are not expected to be redeemed.

Once an annual minimum customer purchase threshold is satisfied on our           We offer private label credit card we offercustomers a discount on future purchases, foronce they have made purchases that exceed an annual minimum. We estimate the future discounts to be provided based on prior year history, the number of customers who have earned or are likely to earn the discount and current year sales trends on the private label credit card. We defer a proportionate amount of revenue from customers based on an estimated value of future discounts. We recognize such deferred revenue as future discounts are taken on sales above the annual minimum. This is done by utilizing estimates based upon sales trends and the number of customers who have earned the discount privilege. All deferred revenue is recognized by the end of the fiscal year, as our private label customers must earn the discount privilege on an annual basis, and such privilege expires prior to our fiscal year end. As of October 30, 2004, approximately $705,000 in revenue has been deferred and will be recognized over the remainder of the fiscal year. Revenue is deferred for the future discount earned by our private label credit card customers that have satisfied or are expected to satisfy minimum purchase thresholds.2004.

Inventory Valuation— – Merchandise inventories are stated at the lower of average cost or market, using the retail inventory method. Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the retail value of inventories. At any one time, inventories include items that have been marked down to our best estimate of their fair market value. We base our decision to mark down merchandise upon its current rate of sale, the season, age and sell-through of the item. To the extent that our estimates differ from actual results, additional markdowns may have to be recorded, which could reduce our gross marginsprofit and operating results. Our success is largely dependent upon our ability to gauge the fashion taste of our customers and

provide a well-balanced merchandise assortment that satisfies customer demand. Any inability to provide the proper quantity of appropriate merchandise in a timely manner could increase future markdown rates.

Impairment of Assets— – We continually evaluate each store’sstore's performance and measure the carrying value of each location’slocation's fixed assets, principally leasehold improvements and fixtures, versus its projected cash flows. An impairment loss is recorded if the projected future cash flows are insufficient to recapture the net book value of their assets. To the extent our estimates of future cash flows are incorrect, additional impairment charges may be recorded in future periods.

Litigation— – We are involved in various legal proceedings arising in the normal course of our business. In our opinion, any ultimate liability arising out of such proceedings will not have a material adverse effect on our business.

Stock Options— – We record no compensation expense on our financial statements for stock-based compensation, since we grant stock options at prices that equal or exceed the fair market value of the related shares at the date of the grant. If, in the future, we elect or are required to adopt fair value accounting for our stock-based compensation, the related compensation charge will adversely impact net income. In addition, increases to our stock price would result in more diluted shares outstanding and reduce our diluted net income per common share.

Results of Operations

The following table sets forth, for the periods indicated, selected income statement data expressed as a percentage of net sales:

Thirteen Weeks Ended                 July 31,Thirty-Nine Weeks Ended
                                                           --------------------                 -----------------------
                                                 October 30, 2004   November 1, 2003     October 30, 2004   November 1, 2003
                                                 ----------------   ----------------     ----------------   ----------------

Net sales.......................................            100.0%             100.0%               100.0%             100.0%
Cost of sales...................................             59.4               59.1                 62.0               62.4
                                                             ----               ----                 ----               ----

Gross profit....................................             40.6               40.9                 38.0               37.6
Selling, general and administrative expenses....             26.4               27.8                 28.9               30.1
Depreciation and amortization...................              3.7                4.6                  4.5                5.2
                                                             ----               ----                 ----               ----

Income before income taxes......................             10.5                8.5                  4.6                2.3
Provision for income taxes......................              4.2                3.3                  1.8                0.9
                                                             ----               ----                 ----               ----
Net income......................................              6.3%               5.2%                 2.8%               1.4%
                                                             ====               ====                 ====               ====

Number of stores, end of period.................              734                689                  734                689

           Effective November 21, 2004, we acquired the business of the Disney Stores in the United States and Canada. Accordingly, our future reported results will include the Disney Stores.

Thirteen Weeks Ended October 30, 2004 (the “Second"Third Quarter 2004”2004") Compared to Thirteen Weeks Ended August 2, 2003 (the “SecondNovember 1,2003
(the "Third Quarter 2003”2003")

Net sales increased by $30.1$57.2 million, or 19%26%, to $189.2$280.5 million during the SecondThird Quarter 2004 from $159.1$223.3 million during the SecondThird Quarter 2003. During the SecondThird Quarter 2004, we opened 1619 new stores: 11 stores including our firstin the United States, seven stores in Canada and one store in Puerto Rico, and closed one store.Rico. Our comparable store sales increased 10%18% and contributed $15.4$37.3 million of our net sales increase in the SecondThird Quarter 2004. Comparable store sales increased 3% during the Second Quarter 2003. During the Second Quarter 2004, ourOur comparable store sales increase was primarily the result of increasesa 13% increase in the number of comparable store sales transactions partially offset byand a decrease4% increase in our average dollar transaction size. Comparable store sales increased 14% during the Third Quarter 2003. Net sales for the 1619 new

stores, as well as other stores that did not qualify as comparable stores, increased our net sales by $14.7$19.9 million.

           During the Third Quarter 2004, we achieved double-digit comparable store sales increases across all our geographical regions, departments and store types. Our West, Canada, Southwest and Rocky Mountain regions reported the strongest comparable store sales increases. By department, our accessories and newborn departments achieved the highest comparable store sales increases. Our annual profitability is highly dependent on our sales and gross margin performance during the third and fourth quarters, which represents the back-to-school and holiday selling seasons. During the four weeks ended November 27, 2004, our comparable store sales increased 9% as compared to a 14% comparable store sales increase for the four weeks ended November 29, 2003. We are unable to predict if our current sales trends will continue throughout the remainder of the holiday season.

Gross profit increased by $7.8$22.7 million to $58.3$114.0 million during the SecondThird Quarter 2004 from $50.5$91.3 million during the SecondThird Quarter 2003. As a percentage of net sales, gross profit decreased to 30.8%40.6% during the SecondThird Quarter 2004 from 31.7%40.9% during the SecondThird Quarter 2003. The decrease in gross profit, as a percentage of net sales, was principally due to a lower initial markup and higher markdowns, production and design costs, partially offset by the leveraging of occupancy costs over a larger sales base and lower markdowns. Ourbase. During the Third Quarter 2004, our initial markup was lower by 2.2%, as a percentage of net sales, due to our continuing investment in the quality of our garments and the receipt of a larger proportion of basic merchandise, which carries a lower initial markup. In addition, during the Third Quarter 2004, markdowns and production and design costs were higher by 0.4%, as a percentage of net sales. Due to our favorable sales, occupancy costs decreased 2.3% as a percentage of net sales. During the SecondThird Quarter 2004, we continued our strategic acceleration of merchandise receipts, which we believe provides us with greater flexibility, enhances product flows to our stores and improves floorset execution of new season merchandise.

Selling, general and administrative expenses increased $8.2$11.9 million to $64.2$74.0 million during the SecondThird Quarter 2004 from $56.0$62.1 million during the SecondThird Quarter 2003. Selling, general and administrative expenses decreased to 34.0%26.4% of net sales during the SecondThird Quarter 2004 from 35.2%27.8% of net sales during the SecondThird Quarter 2003. Selling, general and administrative expenses decreased,This decrease, as a percentage of net sales, was due primarily to lower marketing expenses and the leveraging of store payroll, and store operating expenses, as well as lower pre-opening and store remodeling costs. We recorded lower pre-opening and remodeling costs as a result of opening 16 new stores and remodeling one store duringpartially offset by higher medical expenses. During the SecondThird Quarter 2004, as compared to 19 new stores opened and 8 stores remodeled during the Second Quarter 2003. These decreases,marketing costs were 1.0% lower as a percentage of net sales than during the Third Quarter 2003, due primarily to lower direct marketing costs. Our direct marketing costs were partially offset by increased corporatelower in the Third Quarter 2004 as a result of smaller distributions and lower production costs for our customer mailings. During the Fourth Quarter 2004, we have launched a marketing campaign that includes television advertising in four test markets (including the New York metropolitan area). Due to our strong comparable store sales performance during the Third Quarter 2004, our store payroll and medical expenses. Marketing expenses were 0.6% lower, as a percentage of net sales, than the Third Quarter 2003. Medical expenses were comparable to0.2% higher, as a percentage of net sales, than the SecondThird Quarter 2003.

Depreciation and amortization amounted to $10.4$10.5 million, or 5.5%3.7% of net sales, during the SecondThird Quarter 2004, as compared to $9.9$10.2 million, or 6.2%4.6% of net sales, during the SecondThird Quarter 2003. The increase in depreciation and amortization primarily was a result of increases to our store base. Depreciation and amortization decreased, as a percentage of net sales, as a result of the leveraging over a larger sales base.

Our benefits fromprovision for income taxes were $6.3$11.8 million and $6.0$7.4 million during the SecondThird Quarter 2004 and the SecondThird Quarter 2003, respectively. Our effective tax rate was 40.1% during the Third Quarter 2004 and 39.0% during both periods.the Third Quarter 2003. Our tax rate increased during the Third Quarter 2004 based on our updated analysis of the domestic and foreign components of our effective tax rate.

Our net lossincome in the SecondThird Quarter 2004 was $9.9increased to $17.7 million as compared to a net loss of $9.4from $11.6 million during the SecondThird Quarter 2003, due to the factors discussed above.

Twenty-SixThirty-Nine Weeks Ended July 31,October 30, 2004 Compared to Twenty-SixThirty-Nine Weeks Ended August 2,November 1, 2003

Net sales increased $74.8$132.0 million, or 22%23%, to $414.9$695.4 million during the twenty-sixthirty-nine weeks ended July 31,October 30, 2004 from $340.1$563.4 million during the twenty-sixthirty-nine weeks ended August 2,November 1, 2003. During the twenty-sixthirty-nine weeks ended July 31,October 30, 2004, we opened 2645 stores, including our first two stores in Puerto Rico, and closed two stores. Comparable store sales increased 13%15% during the twenty-sixthirty-nine weeks ended July 31,October 30, 2004, which increased our net sales by $42.0$79.3 million. Comparable store sales declined 6% duringDuring the twenty-sixthirty-nine weeks ended August 2, 2003. During the twenty-six weeks ended July 31,October 30, 2004, our comparable store sales increase primarily was the result of ana 13% increase in the number of comparable store transactions.transactions and a 2% increase in our average dollar transaction size. Comparable store sales increased 1% during the thirty-nine weeks ended November 1, 2003. Net sales for the 2645 stores opened during the twenty-sixthirty-nine weeks ended July 31,October 30, 2004, as well as other stores that did not qualify as comparable stores, contributed $32.8$52.7 million of the net sales increase.

           During the thirty-nine weeks ended October 30, 2004, we achieved comparable store sales increases across all of our geographical regions, departments and store types. By geography, the West, Canada, Southwest and Rocky Mountain regions were the strongest, while the Northeast region was weakest. Accessories and boys were the best performing departments. Our mall stores were the best performing store type, whereas street locations underperformed compared to results for the overall chain. We are unable to predict if these geographical, department and store type trends will continue in the future.

Gross profit increased by $29.8$52.4 million during the twenty-sixthirty-nine weeks ended July 31,November 1, 2004 to $150.2$264.1 million from $120.4$211.7 million during the twenty-sixthirty-nine weeks ended August 2,November 1, 2003. As a percentage of net sales, gross profit increased to 36.2%38.0% during the twenty-sixthirty-nine weeks ended July 31,October 30, 2004 from 35.4%37.6% during the twenty-sixthirty-nine weeks ended August 2,November 1, 2003. The increase in gross profit, as a percentage of net sales, was principally due to lower markdowns and the leveraging of occupancy costs over a larger sales base and lower markdowns, partially

offset by a lower initial markup. Our markdownsDuring the thirty-nine weeks ended October 30, 2004, occupancy costs, as a percentage of net sales, decreased 2.3% as a result of our comparable store sales increase and larger sales base. Markdowns were lower by 1.7%, as a percentage of net sales, during the thirty-nine weeks ended October 30, 2004 as compared to the thirty-nine weeks ended November 1, 2003 due to continued positive customer response to our merchandise, combined with improved techniques to allocate merchandise to our stores. Our initial markup was 3.3% lower, as a percentage of net sales, during the thirty-nine weeks ended October 30, 2004 as compared to the thirty-nine weeks ended November 1, 2003. Our initial markup was lower due to our continuing investment in garment quality and a larger portion of our inventory invested in basic merchandise, which carries a lower initial markup.

Selling, general and administrative expenses increased $19.5$31.4 million to $126.9$200.9 million during the twenty-sixthirty-nine weeks ended July 31,October 30, 2004 from $107.4$169.5 million during the twenty-sixthirty-nine weeks ended August 2,November 1, 2003. Selling, general and administrative expenses were 30.6%28.9% of net sales during the twenty-sixthirty-nine weeks ended July 31,October 30, 2004 as compared with 31.6%30.1% of net sales during the twenty-sixthirty-nine weeks ended August 2,November 1, 2003. As a percentage of net sales, selling, general and administrative expenses decreased primarily due to lower store payroll andpayroll. Due to our strong comparable store operating expenses, as well as lower pre-opening and store remodeling costs. Duringsales performance during the twenty-sixthirty-nine weeks ended July 31,October 30, 2004, we opened 26 new stores, as compared to 38 new stores during the twenty-six weeks ended August 2, 2003. During the twenty-six weeks ended July 31, 2004, we remodeled four stores as compared to 11 stores during the twenty-six weeks ended August 2, 2003. These decreases,our store payroll expenses were 0.9% lower, as a percentage of net sales, werethan the thirty-nine weeks ended November 1, 2003. The remainder of our favorable selling, general and administrative expenses, as a percentage of net sales, resulted from the leveraging of marketing and store expenses, partially offset by increased marketing costs to promote brand awareness, as well as increased corporate payroll andhigher medical expenses. In addition, during the twenty-six weeks ended August 2, 2003, we received approximately $1.5 million, or 0.4% of net sales, in insurance proceeds from a partial settlement of our business interruption claim from our World Trade Center store.

Depreciation and amortization amounted to $20.7$31.2 million, or 5.0%4.5% of net sales, during the twenty-sixthirty-nine weeks ended July 31,October 30, 2004, as compared to $19.4$29.6 million, or 5.7%5.2% of net sales, during the twenty-sixthirty-nine weeks ended August 2,November 1, 2003. The increase in depreciation and amortization primarily was a result of a larger store base. As a percentage of net sales, depreciation and amortization decreased as a result of leveraging over a larger sales base.

Our provision for income taxes were $12.9 million and $5.0 million for the twenty-sixthirty-nine weeks ended July 31,October 30, 2004 was $1.0 million. Duringand the twenty-sixthirty-nine weeks ended August 2,November 1, 2003, we recorded a tax benefit of $2.4 million, due to our net loss.respectively. Our effective tax rate was 40.0% during the thirty-nine weeks ended October 30, 2004 as compared with 39.0% during both twenty-six week periods.the thirty-nine weeks ended November 1, 2003. Our tax rate increased based on our updated analysis of the domestic and foreign components of our effective tax rate.

Due to the factors discussed above, we recordedour net income of $1.6increased to $19.3 million during the twenty-sixthirty-nine weeks ended July 31,October 30, 2004 as compared to a net loss of $3.8from $7.8 million during the twenty-sixthirty-nine weeks ended August 2,November 1, 2003.

Liquidity and Capital Resources

Acquisition of The Disney Store

           On November 22, 2004 (effective as of November 21, 2004), we consummated the acquisition of the "Disney Store" chain of retail stores in North America (the "Acquisition"), pursuant to the terms of the Acquisition Agreement entered into on October 19, 2004 (the "Acquisition Agreement"), between two of our subsidiaries, as purchasers, and two subsidiaries of The Walt Disney Company, as sellers. Pursuant to the terms of the Acquisition Agreement, our subsidiaries acquired 100% of the outstanding equity interests in The Disney Store, LLC ("TDS USA") and 100% of the outstanding shares of capital stock of The Disney Store (Canada) Ltd. ("TDS Canada") from the sellers. As a result of the Acquisition, a total of 313 Disney Stores, consisting of all existing Disney Stores in the United States and Canada, other than "flagship" stores and stores located at Disney theme parks and other Disney properties, along with certain other assets used in the Disney Store business, became owned and operated by our subsidiaries, and all store lease and other legal obligations of TDS USA and TDS Canada became obligations of our subsidiaries.

           In consideration for the transfer by the sellers to our subsidiaries of the equity interests in TDS USA and TDS Canada, an estimated working capital payment in the amount of $101.4 million became payable to the sellers in connection with the consummation of the Acquisition. The amount of this working capital payment, which is subject to adjustment, primarily reflected the level of inventory at the Disney Stores for the 2004 holiday season as of November 21, 2004 as well as a reduction in accounts payable prior to consummation of the Acquisition. Of this amount, $45.4 million was paid by The Children's Place Retail Stores and $40.0 million was paid by TDS USA, as permitted by the Acquisition Agreement, on November 22, 2004. Payment of the remaining $16.0 million is due from The Children's Place Retail Stores, but has been deferred (with interest) for up to one month in accordance with the Acquisition Agreement.

           Pursuant to a Guaranty and Commitment entered into in connection with the Acquisition (the "Guaranty and Commitment"), we invested $50 million into our new subsidiary Hoop Retail Stores, LLC ("Hoop USA"), which merged with TDS USA following the Acquisition, with Hoop USA surviving the merger. Hoop USA now operates the business of the Disney Store in the United States and indirectly owns the entire equity interest in the entity that operates the business of the Disney Store in Canada. Under the terms of the Guaranty and Commitment, we are obligated to invest up to an additional $50 million in Hoop USA, as necessary, from time to time in the future to enable Hoop USA and its Canadian operating subsidiary to comply with their obligations and operate the Disney Store business. Pursuant to the Guaranty and Commitment, we also agreed to guarantee the payment and performance by Hoop USA and its Canadian operating subsidiary and certain of their affiliates of their royalty payment and other obligations to TDS Franchising LLC, a subsidiary of The Walt Disney Company, under a License and Conduct of Business Agreement that was entered into in connection with the Acquisition (the "License Agreement"), subject to a maximum guaranty liability of The Children's Place Retail Stores of $25 million. In addition, under the License Agreement, until achievement of certain operating results, Hoop USA is restricted from paying dividends to The Children's Place Retail Stores.

           We funded our capital commitment for the Acquisition and our portion of the working capital payment partially through cash on hand and partially through short-term borrowings under our recently expanded credit facility under which Wells Fargo Retail Finance, LLC ("Wells Fargo") serves as agent (described below). TDS USA funded its $40 million portion of the working capital payment, and the issuance of $23.0 million of standby letters of credit to the sellers as required by the Acquisition Agreement (primarily for the purpose of backing up the sellers' obligations for merchandise on order and freight services), by drawing upon a newly established credit facility for The Disney Store (also described below).

Debt Service/Liquidity

Our           Prior to the Disney Store acquisition, our primary uses of cash arewere financing new store openings and providing for working capital, which principally representsrepresented the purchase of inventory. Our working capital needs follow a seasonal pattern, peaking during the second and third quarters when inventory is purchased for the back-to-school and holiday selling seasons. We have been able to meet our cash needs principally by using cash on hand, cash flows from operations and seasonal borrowings under our credit facilities. As of July 31,October 30, 2004, we had no long-term debt obligations or short-term borrowings. After the Disney Store acquisition, however, we had borrowings under our credit facilities for both The Children's Place and The Disney Stores.

We have a           As of October 30, 2004, we amended and restated the credit facility we had with Wells Fargo Retail Finance, LLC.prior to October 30, 2004 (the "Original Wells Fargo Credit Facility"). The Original Wells Fargo Credit Facility currently providesprovided for borrowings up to $85 million (including a sublimit for letters of credit of $80 million). The Original Wells Fargo Credit Facility also containscontained provisions to allow us to increase borrowings up to $120 million (including a sublimit for letters of credit of $100 million), subject to sufficient collateralization and the syndication of the incremental line of borrowing. The amount that maycould be borrowed under the Wells Fargo Credit Facility dependsdepended on our levels of inventory and accounts receivable. Amounts outstanding under the facility bearbore interest at a floating rate equal to the prime rate or, at our option, a LIBOR rate plus a pre-determined spread. The LIBOR spread iswas 1.50% to 3.00%, depending on our level of availability from time to time. The Wells Fargo Credit Facility containscontained covenants, which include,

included limitations on our annual capital expenditures, maintenance of certain levels of excess collateral and a prohibition on the payment of dividends. Credit extended under the Wells Fargo Credit Facility iswas secured by a first priority security interest in all our assets, except for our assets in Canada.

           As of October 30, 2004, we amended and restated our credit facility with Wells Fargo (the "Amended Loan Agreement"), partly in connection with our acquisition of the Disney Store retail chain. The terms of the Amended Loan Agreement are substantially the same as the Original Wells Fargo Credit Facility except the Amended Loan Agreement provides for borrowings up to $130 million (including a sublimit for letters of credit of $100 million) and extends the term of the facility until November 1, 2007 with successive one-year renewal options. In addition, the Amended Loan Agreement provides for a temporary over-advance facility under which we will have the right to borrow up to $30 million through December 31, 2004, regardless of the amount of collateral. The Amended Loan Agreement is secured by a first priority security interest in substantially all of our assets, other than assets in Canada and assets owned by our subsidiaries that were formed in connection with the acquisition of the Disney Stores business in North America. Amounts outstanding under the Amended Loan Agreement bear interest at a floating rate equal to the prime rate or, at our option, a LIBOR rate plus a pre-determined spread. The LIBOR spread will be 1.50% to 3.00%, depending on our level of availability from time to time, except that the LIBOR spread for over-advances will be 4%. We expect to use borrowings under the Amended Loan Agreement for working capital purposes and to support the acquisition of the Disney Stores.

           As of October 30, 2004, we had no borrowings under our Amended Loan Agreement and had outstanding letters of credit of $55.1 million. Availability as of October 30, 2004 under the Amended Loan Agreement was $74.9 million. The maximum outstanding letters of credit during the thirty-nine weeks ended October 30, 2004 were $60.1 million. We were in compliance with all of the covenants under the Wells Fargo Credit FacilityAmended Loan Agreement as of July 31,October 30, 2004. Noncompliance with these covenants could result in additional fees, could affect our ability to borrow or could require us to repay the outstanding balance.

As of July 31 On November 22, 2004 we had no borrowingsborrowed approximately $53.8 million under the Amended Loan Agreement to satisfy a portion of our payment obligations in connection with the acquisition of the Disney Stores.

           In connection with our Acquisition of the Disney Stores, TDS USA and its successor Hoop USA and the subsidiaries of Hoop USA, as guarantors, entered into a Loan and Security Agreement (the "Hoop Loan Agreement") dated as of November 21, 2004 with certain financial institutions and Wells Fargo, Credit Facilityas administrative agent, establishing a senior secured credit facility for the Disney Store business. The Hoop Loan Agreement provides for borrowings and had outstanding letters of credit up to $100 million, subject to the amount of $55.8 million. Availabilityeligible inventory and accounts receivable of Hoop USA from time to time. The term of the facility extends until November 1, 2007. Amounts outstanding under the Wells FargoHoop Loan Agreement will bear interest at a floating rate equal to the prime rate plus a pre-determined margin or, at Hoop USA's option, the LIBOR rate plus a pre-determined margin. The prime rate margin will be 0.25% and the LIBOR margin will be 2.0% or 2.25%, depending on Hoop USA's level of excess availability from time to time. The Hoop Loan Agreement contains various covenants, including limitations on indebtedness, maintenance of certain levels of excess collateral and restrictions on the payment of dividends and payment of any indebtedness of Hoop USA and Hoop Canada held by us. Credit Facility was $29.2 million. The maximum outstandingextended under the Hoop Loan Agreement is secured by a first priority security interest in substantially all the assets of Hoop USA and Hoop Canada as well as a pledge of a portion of the equity interests in Hoop Canada. Borrowings and letters of credit under ourthe Hoop Loan Agreement will be used by Hoop USA and its subsidiary Hoop Canada for working capital facility duringpurposes for the twenty-six weeks ended July 31,Disney Stores. In addition, a portion of the borrowings under the Hoop Loan Agreement at the time of consummation of our Acquisition of the Disney Stores were used to satisfy a portion of our payment obligations owed to the Sellers. On November 22, 2004, Hoop USA borrowed $40.3 million under the Hoop Loan Agreement, and $23.0 million of standby letters of credit were $60.0 million.issued under the Hoop Loan Agreement.

To support our Canadian operations, we have a $7.5an $8.2 million credit facility with Toronto Dominion Bank, which, as of July 31,October 30, 2004, was collateralized by a standby letter of credit obtained under the Wells Fargo Credit Facility to permit up to $1.8 million in borrowings. As of July 31,October 30, 2004, we had no borrowings under our Canadian credit facility and had no outstanding letters of credit. During the twenty-sixthirty-nine weeks ended July 31,October 30, 2004, we did not utilize our Canadian credit facility.

Cash Flows/Capital Expenditures

During the twenty-sixthirty-nine weeks ended July 31,October 30, 2004, operating activities used $24.8provided $4.0 million in cash flow as compared to $6.2$32.3 million provided by operating activities during the twenty-sixthirty-nine weeks ended August 2,November 1, 2003. DuringDespite higher earnings during the twenty-sixthirty-nine weeks ended July 31,October 30, 2004, operating activities used moregenerated less cash primarily as a result of increased inventory levels and higher tax payments partially offset by higher earnings and increases in accounts payable.due to our increased profitability. During the twenty-sixthirty-nine weeks ended July 31,October 30, 2004, we strategically accelerated the receipt of our merchandise and correspondingly increased our inventory levels. We believe this strategy provideshas provided us with greater flexibility in reacting to sales trends, enablesenabled us to better manage product flows to our stores and improvesimproved our floorset execution of new season merchandise.merchandise as evidenced by our comparable store sales increase of 15% during the thirty-nine weeks ended October 30, 2004.

Cash flows used in investing activities were $20.4$37.2 million and $18.4$25.6 million in the twenty-sixthirty-nine weeks ended July 31,October 30, 2004 and the twenty-sixthirty-nine weeks ended August 2,November 1, 2003, respectively. During the twenty-sixthirty-nine weeks ended July 31,October 30, 2004 and the twenty-sixthirty-nine weeks ended August 2,November 1, 2003, we opened 2645 stores and 3849 stores and remodeled foursix stores and 11 stores, respectively. In anticipation of the Disney Store acquisition, we have made certain capital investments to support our growing businesses. The increase in cash flows used in investing activities reflects increased expenditures for distribution center and information systems initiatives, and our new Canadian distribution center, partially offset by lower new store expenditures reflecting fewer store openings and remodels during the twenty-sixthirty-nine weeks ended July 31,October 30, 2004. Capital expenditures also include ongoing store, office and distribution center equipment needs. We anticipate that total capital expenditures for our businessChildren's Place and Disney Store businesses during fiscal 2004 will be approximately $45$50 million.

           As noted previously, we acquired the business of the Disney Stores in the United States and Canada as of November 21, 2004. Accordingly, our future reported results will include the Disney Stores.

In July 2004, we entered into an 11 year lease, with two five-year renewal option periods, for an approximately 525,000 square foot distribution center in South Brunswick Township, New Jersey to support our continued growth. Annual rent under this lease is approximately $2.3 million. We plan to utilize this facility beginning in the second quarter of fiscal 2005. We expect to make a total cash outlay ofanticipate it will cost approximately $15 million to install an automated warehouse management system and to renovate this distribution center to meet our needs. In fiscal 2004, we expect to make a cash outlay of approximately $3 million (which is included in our fiscal 2004 capital plans), withfor this facility. During fiscal 2005, we may enter into lease agreements, to defray a portion of the remainder during fiscal 2005.cash outlay needed for this facility.

Cash flows provided by financing activities were $2.1$2.7 million and $0.7$0.8 million during the twenty-sixthirty-nine weeks ended July 31,October 30, 2004 and twenty-sixthirty-nine weeks ended August 2,November 1, 2003, respectively. During the twenty-sixthirty-nine weeks ended July 31,October 30, 2004 and the thirty-nine weeks ended November 1, 2003, cash flows provided by financing activities primarily reflected funds received from the exercise of employee stock options and employee stock purchases.

           We plan to end fiscal 2004 with 750 Children's Place stores and 308 Disney stores. As of December 8, 2004, we operate 750 Children's Place stores and 313 Disney Stores. During the twenty-sixremainder of fiscal 2004, for The Children's Place business, we plan to open one additional store and close one store. During the thirty-nine weeks ended August 2, 2003, cash flow provided by financing activities reflected funds received from borrowings under

the Toronto Dominion Credit Facility and the exercise of employee stock options and employee stock purchases, partially offset by cash used for deferred financing fees.

During the twenty-six weeks ended July 31,October 30, 2004, we opened 2645 stores and closed two stores. During fiscal 2004,For the Disney Store business, we plan to open approximately 60close 7 stores and plan to remodel approximately 8 stores.by the end of fiscal 2004. We believe that cash on hand, cash generated from operations and funds available under our credit facilities will be sufficient to fund our capital and other cash flow requirements for at least the next 12 months for our existing business.months. Our ability to meet our capital requirements will depend on our ability to generate cash from operations. In addition, we will consider additional sources of financing to fund our long-term growth.

On August 4, 2004, we entered into a non-binding letter of intent with The Walt Disney Company to negotiate the possible acquisition and operation of The Disney Store retail chain in the United States and Canada under a long-term license arrangement. There is no certainty at this stage that our discussions will lead to any definitive agreement or transaction. The above discussion of liquidity and capital resources does not take into account any potential acquisition.

Item 3. Quantitative and Qualitative Disclosures about Market Risks.

In the normal course of business, ourthe Company's financial position and results of operations are routinely subject to market risk associated with interest rate movements on borrowings and investments and currency rate movements on non-U.S. dollar denominated assets, liabilities and income. We utilizeThe Company utilizes cash from operations and short-term borrowings to fund ourits working capital and investment needs.

Cash balances are normally invested in short-term financial instruments. Because of the short-term nature of these investments, changes in interest rates would not materially affect the fair value of these financial instruments.

Our $85 million           The Company's credit facilities with Wells Fargo Credit Facility providesprovide a source of financing for ourits working capital requirements. Borrowings under this facilitythe facilities bear interest at a floating rate equal to the prime rate or, at the Company’sCompany's option, a LIBOR rate plus a pre-determined spread. As of July 31,October 30, 2004, wethe Company had no borrowings outstanding under thisits credit facility.facilities. In November 2004, the Company used its credit facilities with Wells Fargo to fund its acquisition of the Disney Stores. The Company borrowed $53.8 million under its Amended Loan Agreement and $40.3 million under its Hoop Loan Agreement. In addition, $23.0 million of standby letters of credit were drawn on the Hoop Loan Agreement, primarily for the purpose of backing up obligations for Disney Store merchandise on order and freight services. The Company expects to utilize its credit facilities to support its working capital needs for its expanded business in the future.

Assets and liabilities outside the United States are primarily located in Canada. OurThe Company's investment in foreign subsidiaries with a functional currency other than the U.S. dollar, are generally considered long-term. We haveThe Company has purchased forward contracts to reduce the exposure to variability in currency fluctuations in ourits Canadian operations, which are not designated as hedges for accounting purposes.

Item 4. Controls and Procedures.

(a)Disclosure controls and procedures.   procedures. As of the end of the Company’sCompany's most recently completed fiscal quarter covered by this report, the Company carried out an evaluation, with the participation of the Company’sCompany's management, including the Company’sCompany's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’sCompany's disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act Rule 13a-15.of 1934, as amended (the "Securities Exchange Act"). Based upon that evaluation, the Company’sCompany's Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this report, that the Company’sCompany's disclosure controls and procedures are effective in ensuring that information required by the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’sSecurities and Exchange Commission's rules and forms.

(b)Changes in internal controls over financial reporting.   reporting. There have been no changes in the Company’sCompany's internal controls over financial reporting that occurred during the Company’sCompany's most recently completed fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’sCompany's internal control over financial reporting.

13           A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met.