<SUBMISSION>
<ACCESSION-NUMBER>0000899681-04-000786
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20041111
<ITEMS>2.02
<ITEMS>9.01
<FILING-DATE>20041116
<DATE-OF-FILING-DATE-CHANGE>20041115
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CHILDRENS PLACE RETAIL STORES INC
<CIK>0001041859
<ASSIGNED-SIC>5651
<IRS-NUMBER>311241495
<FISCAL-YEAR-END>0131
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-23071
<FILM-NUMBER>041147798
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>915 SECAUCUS RD
<CITY>SECAUCUS
<STATE>NJ
<ZIP>07094
<PHONE>2015582400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>915 SECAUCUS RD
<CITY>SECAUCUS
<STATE>NJ
<ZIP>07094
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>childrens-8k_111204.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>8-K</TITLE>
</HEAD>
<BODY>

<P ALIGN=CENTER><FONT SIZE=3><B>UNITED STATES<BR>
<BR>
SECURITIES AND EXCHANGE COMMISSION</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>Washington, D.C. 20549</B></FONT></P>

<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<P ALIGN=CENTER><FONT SIZE=3><B>FORM 8-K</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>CURRENT REPORT</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>PURSUANT TO SECTION 13 OR 15 (d)</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>OF THE SECURITIES EXCHANGE ACT OF 1934</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=70%>Date of Report (date of earliest event reported)</TD>
<TD WIDTH=30% ALIGN=RIGHT>November 11, 2004</TD>
</TR>
</TABLE>
<HR SIZE=1 NOSHADE>
<BR>
<BR>
<CENTER><B>THE CHILDREN'S PLACE RETAIL STORES, INC.</B>
<HR SIZE=1 NOSHADE>
(Exact name of registrant as specified in its charter)</CENTER>
<BR>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=33%>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Delaware&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
(State or other jurisdiction<BR>
of incorporation)</TD>
<TD WIDTH=34% ALIGN=CENTER>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;0-23071&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
(Commission<BR>
File Number)</TD>
<TD WIDTH=33% ALIGN=CENTER>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;31-1241495&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
(IRS Employer ID<BR>
Number)</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=70%>915 Secaucus Road, Secaucus, New Jersey</TD>
<TD WIDTH=30% ALIGN=CENTER>07094</TD>
</TR>
</TABLE>
<HR SIZE=1 NOSHADE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=70%>(Address of principal executive offices)</TD>
<TD WIDTH=30% ALIGN=CENTER>(Zip Code)</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=70%>Registrant's Telephone Number, including area code:</TD>
<TD WIDTH=30%>(201) 558-2400</TD>
</TR>
</TABLE>
<HR SIZE=1 NOSHADE>
<BR>

<CENTER>Not Applicable</CENTER>
<HR SIZE=1 NOSHADE>
<CENTER>(Former name or former address, if changed since last report)</CENTER>

<P><FONT SIZE=3>Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>[ ]</TD>
<TD WIDTH=95%>Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>[ ]</TD>
<TD WIDTH=95%>Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>[ ]</TD>
<TD WIDTH=95%>Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>[ ]</TD>
<TD WIDTH=95%>Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))</TD>
</TR>
</TABLE>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 2.02
Results of Operations and Financial Condition</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
November 11, 2004, The Children&#146;s Place Retail Stores, Inc. (the
&quot;Company&quot;) issued a press release announcing certain financial
information for the three and nine months ended October 30, 2004. A copy of the
press release is included as Exhibit 99.1 hereto.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
On November 11, 2004, the Company held a conference call with investors to
discuss such financial information. A transcript of this conference call
is included as Exhibit 99.2 hereto.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 9.01
Financial Statements and Exhibits</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=90%>Financial Statements of Business Acquired:  Not applicable</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=90%>Pro Forma Financial Information:  Not applicable</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=90%>Exhibits:</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=5%>99.1</TD>
<TD WIDTH=85%>Press Release dated November 11, 2004.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=5%>99.2</TD>
<TD WIDTH=85%>Transcript of conference call held November 11, 2004.</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER>[Remainder of page intentionally left blank;<BR>
signature on following page.]</P>

<P ALIGN=CENTER>SIGNATURES</P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%></TD>
<TD WIDTH=50%>THE CHILDREN'S PLACE RETAIL STORES, INC.<BR>
<BR>
<BR>
By: <U>&nbsp;/s/ Seth L. Udasin&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Seth L. Udasin<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Vice President and Chief Financial Officer</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=LEFT><FONT SIZE=3>Dated:  November 15, 2004</FONT></P>

<P ALIGN=CENTER>INDEX TO EXHIBITS<BR>
<BR>
Current Report on Form 8-K<BR>
dated November 15, 2004<BR>
<BR>
The Children's Place Retail Stores, Inc.</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>99.1<BR>
<BR>
99.2</TD>
<TD WIDTH=90%>Press Release dated November 11, 2004.<BR>
<BR>
Transcript of conference call held November 11, 2004.</TD>
</TR>
</TABLE>
<BR>

</BODY>
</HTML>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>childrens-ex991_111204.htm
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 99.1</TITLE>
</HEAD>
<BODY>

<P ALIGN=CENTER><FONT SIZE=5>THE CHILDREN'S<BR>
PLACE</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B><U>FOR IMMEDIATE RELEASE</U></B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>THE CHILDREN&#146;S PLACE REPORTS 2004 THIRD QUARTER<BR>
FINANCIAL RESULTS</B><BR>
~ Net Sales Increase 26%; Comparable Store Sales Increase 18% ~<BR>
~ Earnings Per Share Increase 51% to $0.65 Compared to $0.43 Last Year ~<BR>
~ Company Expands Credit Facility ~</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Secaucus, New Jersey - November 11, 2004 - The
Children's Place Retail Stores, Inc. (Nasdaq: PLCE)</B> today reported financial
results for the third quarter and nine months ended October 30, 2004.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><U>Third Quarter</U></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Net sales for the third quarter increased 26% to $280.5 million, compared with
$223.3 million a year earlier.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Comparable store sales increased 18% in the quarter, on top of a 14% increase
for the same period last year.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Net income was $17.7
million, compared to net income of $11.6 million last year.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Earnings per share were
$0.65 compared to earnings per share of $0.43 in the fiscal 2003 period.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>The Company opened 19 new
stores during the third quarter.</TD>
</TR>
</TABLE>

<P ALIGN=LEFT><FONT SIZE=3><U>Nine-Month Period</U></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Net sales for the nine-month period increased 23% to $695.4 million, from $563.4
million for the same period in 2003.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Comparable store sales increased 15% for the period, compared to a 1% increase
for the same period last year.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Net income was $19.3
million, compared to net income of $7.8 million in the year-ago period.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Diluted earnings per share
were $0.70 compared to earnings per share of $0.29 in the 2003 period.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>The Company opened 45 new
stores during the nine-month period, and closed two.</TD>
</TR>
</TABLE>

<P><FONT SIZE=3>&#147;The third quarter was an exhilarating one for our
Company,&#148; said Ezra Dabah, Chairman and Chief Executive Officer of The
Children&#146;s Place. &#147;Not only did we report significantly increased
earnings over the prior year, we also announced our definitive agreement to
acquire the Disney Store North America retail chain, a major milestone for our
Company.&#148; </FONT></P>

<P><FONT SIZE=3>&#147;Customer response to our Back-to-School and Holiday dressy
merchandise was incredibly positive. Most important, our inventory investment in
key drivers enabled us to meet demand and ensured a strong in-stock position
throughout the season. This, combined with our strategic investments in
merchandise quality, paid off for us and further strengthened our competitive
position. We are encouraged by our positive momentum and look forward to a
successful Holiday season.&#148; </FONT></P>

<P><FONT SIZE=3>Separately, the Company announced that it has entered into an
amended and restated loan agreement with Wells Fargo Retail Finance, LLC
(&#147;Wells Fargo&#148;). The Company negotiated this loan agreement partly in
connection with the pending acquisition of the Disney Store North America retail
chain, which is scheduled to close in November. This loan agreement, with Wells
Fargo as its administrative agent, expands and amends the Company&#146;s senior
secured credit facility and provides for borrowings up to $130 million
(including a sub-limit for letters of credit of $100 million), subject to the
amount of the Company&#146;s eligible inventory and accounts receivable. The
term of the facility extends until November 1, 2007 and may be subsequently
renewed for successive one-year periods. </FONT></P>

<P><FONT SIZE=3>The Children&#146;s Place will host a webcast of its third
quarter conference call today at 10:00 a.m., Eastern Time. Interested parties
are invited to listen to the call at the Company&#146;s web site,
<U>www.childrensplace.com</U>. An archive of the webcast will be available on
the site through Thursday, November 18, 2004. </FONT></P>

<P><FONT SIZE=3>The Children&#146;s Place Retail Stores, Inc. is a leading
specialty retailer of high quality, value-priced apparel and accessories for
children, newborn to age ten. The Company designs, contracts to manufacture and
sells its products under the &#147;The Children&#146;s Place&#148; brand name.
As of October 30, 2004, the Company operated 734 stores, including 678 stores in
the United States, 54 stores in Canada and two stores in Puerto Rico. The
Company also sells its merchandise through its virtual store located at
<U>www.childrensplace.com</U>. </FONT></P>

<P><FONT SIZE=3><I>This press release and above referenced call may contain
certain forward-looking statements regarding future circumstances. These
forward-looking statements are based upon the Company&#146;s current
expectations and assumptions and are subject to various risks and uncertainties
that could cause actual results to differ materially from those contemplated in
such forward-looking statements including, in particular, the risks and
uncertainties described in the Company&#146;s filings with the Securities and
Exchange Commission. Actual results, events, and performance may differ. Readers
or listeners (on the call) are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. We undertake
no obligation to release publicly any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. The inclusion of
any statement in this release does not constitute an admission by The Children's
Place or any other person that the events or circumstances described in such
statement are material.</I> </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>Contact:</TD>
<TD WIDTH=90%>The Children's Place<BR>
Seth Udasin, Chief Financial Officer, 201/558-2409<BR>
Heather Anthony, Director, Investor Relations, 201/558-2865</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER>(Tables Follow)</P>

<P ALIGN=CENTER><FONT SIZE=3><B>THE CHILDREN&#146;S PLACE RETAIL STORES, INC.<BR>
CONDENSED STATEMENTS OF INCOME<BR>
(In thousands, except per share amounts)<BR>
(Unaudited)</B></FONT></P>

<PRE>
<FONT SIZE=1>
                                                  13 Weeks Ended:                         39 Weeks Ended:
                                                  --------------                          --------------
                                               October 30,       November 1,            October 30,     November 1,
                                                 2004               2003                   2004              2003
                                               ----------        ----------             ----------      ----------
Net sales                                     $  280,496         $  223,277            $  695,440       $  563,369
Cost of sales                                    166,513            131,987               431,300          351,719
                                              ----------         ----------            ----------       ----------
Gross profit                                     113,983             91,290               264,140          211,650
Selling, general and
  administrative expenses                         74,010             62,083               200,914          169,462
Depreciation and amortization                     10,493             10,154                31,195           29,557
                                              ----------         ----------            ----------       ----------
Operating income                                  29,480             19,053                32,031           12,631
Interest (income) expense, net                       (48)                17                  (154)            (128)
                                              ----------         ----------            ----------       ----------
Income before income taxes                        29,528             19,036                32,185           12,759
Provision for income taxes                        11,845              7,424                12,881            4,977
                                              ----------         ----------            ----------       ----------
Net income                                    $   17,683         $   11,612            $   19,304       $    7,782
                                              ==========         ==========            ==========       ==========
Basic income per share                        $     0.66         $     0.44            $     0.72       $     0.29

Basic weighted average number
    of shares outstanding                         26,928             26,640                26,867           26,620

Diluted income per share                      $     0.65         $     0.43            $     0.70       $     0.29

Diluted weighted average number
  of shares outstanding                           27,393             27,153                27,475           26,961

</FONT>
</PRE>

<P ALIGN=CENTER><FONT SIZE=3><B>THE CHILDREN&#146;S PLACE RETAIL STORES, INC.<BR>
CONDENSED BALANCE SHEETS<BR>
(In thousands)</B></FONT></P>

<PRE>
<FONT SIZE=1>
                                                    October 30, 2004       January 31, 2004          November 1, 2003
                                                    ----------------       ----------------          ----------------
                                                     (Unaudited)                                       (Unaudited)

    Current assets:

    Cash and cash equivalents                         $   45,344           $      74,772             $    44,182
    Accounts receivable                                   14,249                   8,462                  12,747
    Inventories                                          143,367                  96,128                  95,893
    Other current assets                                  23,588                  20,070                  21,065
                                                      ----------           -------------             -----------
    Total current assets                                 226,548                 199,432                 173,887

    Property and equipment, net                          153,866                 146,707                 149,354
    Other assets, net                                     14,054                  13,527                   9,200
                                                      ----------           -------------             -----------

    Total assets                                      $  394,468           $     359,666             $   332,441
                                                      ==========           =============             ===========

    Current liabilities:

    Revolving credit facility                         $        0           $           0             $         0
    Accounts payable                                      40,721                  35,173                  34,152
    Accrued expenses and
       other current liabilities                          56,183                  49,984                  44,008
                                                      ----------           -------------             -----------
    Total current liabilities                             96,904                  85,157                  78,160

    Other liabilities                                     15,608                  17,504                  15,815
                                                      ----------           -------------             -----------
    Total liabilities                                    112,512                 102,661                  93,975

    Stockholders' equity                                 281,956                 257,005                 238,466
                                                      ----------           -------------             -----------
    Total liabilities and stockholders' equity        $  394,468           $     359,666             $   332,441
                                                      ==========           =============             ===========

</FONT>
</PRE>

<P ALIGN=CENTER># # #</P>

</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>childrens-ex992_111204.htm
<DESCRIPTION>EX-99.2
<TEXT>
<HTML>
<HEAD>
<TITLE>Ex-99.2</TITLE>
</HEAD>
<BODY>

<P ALIGN=RIGHT><FONT SIZE=3>FINAL TRANSCRIPT</FONT></P>

<HR SIZE=1>
<P><FONT SIZE=3>&copy; 2004 2002 Thomson Financial. Republished with permission.
No part of this publication may be reproduced or transmitted in any form or by
any means without the prior written consent of Thomson Financial. </FONT></P>
<HR SIZE=1>
                                                                                                                                                        Final Transcript
<P ALIGN=CENTER><FONT SIZE=5><B>THOMPSON STREETEVENTS</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>Conference Call Transcript<BR>
<BR>
PLCE - Q3 2004 The Children's Place Retail Stores, Inc. Earnings Conference Call<BR>
<BR>
Event Date/Time: Nov. 11. 2004 / 10:00AM ET<BR>
Event Duration: 50 min</FONT></P>





<P ALIGN=LEFT><FONT SIZE=3><B>CORPORATE PARTICIPANTS</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3> <B>Heather Anthony</B><BR>
<I> The Children's Place Retail Stores, Inc. - IR</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3> <B>Ezra Dabah</B><BR>
<I> The Children's Place Retail Stores, Inc. - Chairman, CEO</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B> Seth Udasin</B><BR>
<I> The Children's Place Retail Stores, Inc. - CFO, VP Finance, Treasurer</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B> Neal Goldberg</B><BR>
<I> The Children's Place Retail Stores, Inc. - President</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B> Richard Flaks</B><BR>
<I> The Children's Place Retail Stores, Inc. - SVP Planning Allocation and Information Technology</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B> Amy Hauk</B><BR>
<I> The Children's Place Retail Stores, Inc. - SVP, General Merchandise Manager</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3> <B>Mario Ciampi</B><BR>
<I> The Disney Store - President<BR>
(Mr. Ciampi will become President of The Disney Store upon consummation of the
acquisition.)</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>CONFERENCE CALL PARTICIPANTS</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3> <B>Janet Kloppenburg</B><BR>
<I> JJK Research - Analyst</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B> Kimberly Greenberger</B><BR>
<I> Smith Barney - Analyst</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B> Tom Filandro</B><BR>
<I> SIG-Susquehanna Financial Group - Analyst</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B> Marni Shapiro</B><BR>
<I> Merrill Lynch Global Securities - Analyst</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B> Margaret Whitfield</B><BR>
<I> Ryan Beck - Analyst</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B> Richard Baum</B><BR>
<I> Credit Suisse First Boston - Analyst</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B> Paula Kalandiak</B><BR>
<I> Roth Capital Partners - Analyst</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B> John Zolidis</B><BR>
<I> Buckingham Research - Analyst</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B> Jeff Faneberg</B><BR>
<I> JLF Asset Management - Analyst</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><I><B> Jeff Black</B><BR>
 Lehman Brothers - Analyst</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B> Robert Samuels</B><BR>
<I> JP Morgan - Analyst</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B> Roxanne Meyer</B><BR>
<I> CIBC - Analyst</I></FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>PRESENTATION</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Operator</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>Good morning, everyone. All sites are on the conference line in a listen-only
mode, and I am pleased to turn the floor over to Ms. Heather Anthony. Go ahead,
please.</FONT></P>

<HR SIZE=1>
<B> Heather Anthony  - <I>The Children's Place Retail Stores, Inc. - IR</I></B>


<P><FONT SIZE=3>Thank
you, good morning, everyone. Thanks for joining us today for the review of our
fiscal 2004 third quarter financial results. Management will begin with prepared
remarks followed by question-and-answer session. The operator will instruct you
on the procedure at that time. </FONT></P>

<P><FONT SIZE=3>Before we begin today, I
would also like to remind participants that remarks made may contain certain
forward-looking statements. These statement are based upon the Company's current
expectations or assumptions and are subject to various risks and uncertainties
that may cause actual results to differ materially from those contemplated in
such forward-looking statements, including, in particular, the risks and
uncertainties described in the Company's filings with the Securities and
Exchange Commission. With that out of the way, I will now turn the call over to
Ezra Dabah, Chairman and Chief Executive Officer. Ezra? </FONT></P>
<HR SIZE=1>

<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>Thank
you, Heather. Good morning, everyone and thanks for joining this morning's
conference call. The third quarter was an exhilarating one for the Company. Not
only did we report significant increased earnings over the prior year, we also
announced our definitive agreement to acquire the Disney Store North America
retail chain, a major milestone for our company. </FONT></P>

<P><FONT SIZE=3>I will provide an overview
of the strength we are experiencing at The Children's Place as well as our
enthusiasm for the Disney Store opportunity. Seth Udasin, our CFO, will review
our third quarter financial results in more detail, and Neal Goldberg, our
President will discuss companywide priorities. Also, on hand to answer your
questions at the ends of our remarks are, Mario Ciampi, soon to be President of
the Disney Store chain, Amy Hauk, our Senior Vice President General Merchandise
Manager, and Richard Flaks, our newly promoted Senior Vice President of
Planning, Allocation and Information Technology. </FONT></P>

<P><FONT SIZE=3>I want to take a moment to
acknowledge and congratulate Steven Balasiano, Richard Flaks and Mark Rose who
have all been named Senior Vice Presidents, each with increasing roles and
responsibilities. These promotions will appropriately align our experienced
management team as we prepare for the next phase of growth and reflect a
reallocation of responsibilities as Mario transitions into his new role as
President of the subsidiary, which will own and operate the Disney Store chain
in North America. We are delighted to recognize a significant contribution that
Steve, Richard and Mark have made throughout the years, and we are confident in
their ability to lead and consistently execute at the highest level. </FONT></P>

<P><FONT SIZE=3>Third quarter key
performance indicators highlight our continued momentum and consistent execution
as reflected by solid increases. Total sales increased 26%, comp store sales
increased 18%, comp store transactions were up 13%, on top of last year's 16%
increase, operating margin increased 200 basis point to 10.5% and earnings per
share increased 51% to 65 cents. In addition, (indiscernible) confirms that we
continue to increase our market share through consistent delivery of great
quality, strong value and fashion right merchandise. We are selling
significantly more units and introducing many customers to our brand. In-store
productivity our number 1 priority, has produced increased sales growth per
square foot of 14% year-to-date. </FONT></P>

<P><FONT SIZE=3>I am also pleased to report
that stores opened last year and this year are producing strong analyzed sales
of approximately $1.3 million, excluding outlets which are tracking
significantly higher. These results give us further comfort in our ability to
grow The Children's Place business to 1.5 billion in revenue over the next four
years. Customer response to our back to school and holiday dressing merchandise
was incredibly positive. Most important, inventory investment and key drivers
enabled us to meet demand and insure a strong in-stock position throughout the
season. This, combined with our strategic investment in merchandise quality,
paid off for us and further strengthened our competitive position. </FONT></P>

<P><FONT SIZE=3>We remain on track to close
the Disney Store North America acquisition this month. The Disney Store chain
has experienced improvement over the past fiscal year, and we believe that
earnings potential over the near and long term is compelling. We also believe
that the combining, I am sorry, we also believe that combining the power and
creativity of the Disney brand with our merchandising, sourcing, and operating
expertise will result in increased sales, significant margin expansion and
expense leverage. Strategically, the Disney Store fits perfectly within our goal
of becoming the leading player in the newborn to age 10 category. </FONT></P>

<P><FONT SIZE=3>Briefly reviewing some of
the highlights, Disney brand is amongst the most powerful in the world and is
the key reason behind our enthusiasm for this unique opportunity. Strategically,
the Disney Store is a perfect fit for our business, and the profile is
strikingly similar. Like us, the Disney Store is a proprietary, mall based,
vertically integrated speciality retailer with similar customer demographics. We
will develop, manufacture, source and sell merchandise featuring Disney branded
characters, past, present and future, as well as certain other Disney on
characters such as Lizzy McGuire and Power Rangers. We are confident that the
ability to showcase such a broad array of Disney characters, combined with our
exclusive Disney Store merchandise and our strong value equation, will
distinguish us from the competition. </FONT></P>

<P><FONT SIZE=3>We have structured the
organization so that Neal Goldberg and other members of the executive team can
focus on continuing the momentum of the The Children's Place while a separate
management team led by Mario Ciampi will focus on fueling the current positive
momentum at the Disney Store. Importantly, once the majority of the store
remodels are completed, we believe the Disney Store chain can be expended beyond
its current base. So expansion in A and B modes, lifestyle centers, and the roll
out of an outlet store strategy, we believe we can successfully grow over time
to approximately 600 Disney stores across the U.S. and Canada. Given that the
concepts are so different, we expect little, if any, (indiscernible) to appear,
despite the fact that approximately 80% of Disney stores overlap with Childrens
Place locations. </FONT></P>

<P><FONT SIZE=3>In closing the third
quarter performance reflect our strong execution at all levels. We are focusing
our vision and commitment to deliver strong results for our shareholders. The
tremendous effort and excellent team work across the Company by our talented
associates is reflected in our successful results. I extend my heart felt thanks
to all our associates, customers and shareholders for their continued support.
Thanks for your attention. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>Now let me turn the call over to Seth, who will
review our financial results in more detail. Seth?</FONT></P>
<HR SIZE=1>


<P ALIGN=LEFT><FONT SIZE=3><B> Seth Udasin - <I>The Children's Place Retail Stores, Inc. - CFO, VP Finance,
Treasurer</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thank you, Ezra. Good morning everyone. This morning
I will review our financial results and our financial outlook. During the third
quarter we opened 19 new stores. 11 in the U.S., 7 in Canada, and 1 in Puerto
Rico, we also remodeled two stores. As of October 30, 2004, we operated 734
stores in approximately 3.3 million square feet. An average of approximately
4500 square feet per store.</FONT></P>

<P><FONT SIZE=3>In the quarter, net sales
increased 26% to a record $280.5 million from $223.3 million last year.
Comparable store sales for the third quarter increased 18 percent on top of last
year's 14 percent increase. For the quarter we achieved double-digit comps
across all regions, all departments and all store types, demonstrating the broad
appeal of our brand. The West, Canada, Southwest, and Rocky Mountain regions
were the strongest regions in the quarter. By department, accessories, and
newborn achieved the highest comps. </FONT></P>

<P><FONT SIZE=3>Accelerated traffic trends
in higher conversion drove out 13% increase in the number of comparable store
sales transactions, which is on top of last year's 16% increase. Average
transaction size grew 4%. Driven primarily by higher average unit retail. Our
gross profit dollars increased 25% to approximately $114 million. Gross profit
margin was 40.6%. Within 30 basis points of last year. This decrease was
primarily the result of lower mark-up. Partially off set by the leveraging of
occupancy costs. As expected, mark up during the quarter improved sequentially
from the second quarter, however, mark-up was lower than last year due to
continued quality enhancements and changes in the weighting of our merchandise
mix. </FONT></P>

<P><FONT SIZE=3>SG&amp;A expenses, as a
percent of sales, decreased 140 basis points, to 26.4%. This decrease was
primarily due to lower marketing expense and our ability to leverage store
payroll. Partially off setting the decrease in our SG&amp;A percent was
increased medical expenses. Depreciation amortization decreased 80 basis points
as our comp increase enabled us to leverage increased depreciation expense
related to new store openings. Operating income increased by $10.4 million to
$29.5 million compared to $19.1 million last year. Our operating margin
increased 200 basis points to 10.5% compared to last year's 8.5%. We recorded a
provision for income taxes of 40.1% this quarter versus 39% last year. This
increase is based upon further analysis of the components of our tax rate. Net
income for the quarter increased 52% to $17.7 million versus $11.6 million last
year. On a per share basis, we earned 65-cents versus 43-cent last year, a 51%
increase. </FONT></P>

<P><FONT SIZE=3>Moving on to our balance
sheet, we ended the quarter with $45 million in cash. In addition we had no
long-term debt or any borrowings on our revolver. Partly in connection with our
pending acquisition of the Disney Store North America retail chain, this morning
we also announced that we have entered into a amended and restated loan
agreement with Wells Fargo retail finance, which expands and amends our current
credit facility. The amended facility provides for borrowings up to $130 million
subject to the amount of our eligible inventory and accounts receivable. The
term of the facility extends until November 1, 2007, and may be subsequently
renewed for success of one year periods. </FONT></P>

<P><FONT SIZE=3>Regarding inventory, we are
pleased with the results of our inventory strategy, which allows for strong
in-stock positions throughout the quarter enabled us to meet customer demand and
drove a 26% increase in sales. Inventory per square foot was up 39% at the ends
of the third quarter. Lower than our previous expectations. We now anticipate
that inventory at the end the fourth quarter will be up in the low to mid teens
on a per square foot basis. We are very comfortable with our inventory heading
into the fourth quarter, and believe we are well positioned to drive a
successful holiday season. </FONT></P>

<P><FONT SIZE=3>Turning to store growth.
For the year we will open approximately 62 new stores, 44 in the U.S., 13 in
Canada and 5 in Puerto Rico. 17 stores are planned to open during the fourth
quarter. In addition, late in the fourth quarter, we planned to close 1 store
bringing our total closings for the year to 3. This will result in our ending
the year with 750 Children's Place stores. For fiscal 2005 we expect to open
approximately 60 Children's Place stores. </FONT></P>

<P><FONT SIZE=3>Turning to our outlook, we
continue to anticipate full year EPS growth of approximately 60% over fiscal
2003. Excluded from this guidance is the slight accretion anticipated to come
from the Disney Store North America acquisition which is on track to close this
month. Finally, for fiscal 2005 we continue to anticipate earnings per share of
approximately $1.90, 30 cents of which is anticipated to come from the Disney
Store. </FONT></P>

<P><FONT SIZE=3>Thank you and I will now
turn the call over to Neal. </FONT></P>
<HR SIZE=1>

<P ALIGN=LEFT><FONT SIZE=3><B> Neal Goldberg  - <I>The Children's Place Retail Stores, Inc. - President</I></B></FONT></P>


<P><FONT SIZE=3>Thanks, Seth. I will provide an update on company wide
initiatives we have been speaking to you about, and then I'll wrap up with some
comments on holiday and our Canadian business. As Ezra mentioned, and as we have
discussed throughout the year, increasing store productivity is our number 1
priority. We believe that one the best ways to drive productivity is through
customer conversion. I am pleased to report that our focus on this key metric
continues to drive improvement to the third quarter in year-to-date periods.
Comp conversion increased 80 basis points and 110 basis points, respectively.
</FONT></P>

<P><FONT SIZE=3>In addition to positive
conversion trends, comp customer traffic increased 8.5% in the third quarter. A
strong sequential build from last year's quarter 3.5% increase, and above the
flattish mall traffic trends as measured by NRTI. Our ability to increase
conversion is a company wide effort touching all facets of the organizations not
only stores. While we still have more work to be done we are heading in the
right direction. Our girls business is also on the rise, having consistently
comps in the double digits throughout the quarter. We attribute these results to
having a strong key item business, with anchors such as denim and our quart(ph)
skirt and fashion right items like out leopard print group. In addition, deep
inventory ownership in key categories enabled our customer to find their size
and color in stock on a consistent basis. Our customer inside work has also
helped to identify opportunities for continued improvement. </FONT></P>

<P><FONT SIZE=3>Looking at the holiday
season, as Ezra mentioned, our holiday dressy line was met with strong customer
response. In support of our holiday one line, we delivered a holiday magalog(ph)
to approximately 3.4 million homes, and distributed our back stage, bounce back
coupons similar to last year. We will deliver our second holiday floor set next
week, which will feature key gift giving drivers, such as our famous glacier
fleece and our rugby sweater programs. In addition, we anticipate another strong
holiday season for our E-commerce business, which is up 84% year-to-date. </FONT></P>

<P><FONT SIZE=3>Looking ahead, with our
merchandise and customer experience strategies in place, now is the time to
communicate our brand message loud and clear. Our market research tells us that
we have a distinct opportunity to increase our brand awareness. As a result we
are excited about the launch of our multi-media advertising test, Celebrate the
Worlds of Kid. This campaign will enable us to cast a wider net and introduce
our brand to many new customers. The campaign will run during the holiday
season; Metro New York, Chicago, Los Angeles, and Toronto, and will include
television, national print advertising and out of home marketing such as
billboards and bus shelters. The TV advertising will run for six weeks and
begins Monday, November 15, the 30 second spot will run on ABC, CBS, and NBC,
and cable networks like TNT, USA, Home and Garden TV, and Lifetime. </FONT></P>

<P><FONT SIZE=3>Before we wrap up, I wanted
to briefly touch on Canada. As you know, last year, in its first full year of
operation, Canada was a profitable business for us and produced a high single
digit operating margin. These strong trends have continued into fiscal 2004, and
most recently, Canada's third quarter comparable store sales performance was
above the chains 18% comp. Our brand continues to be extremely well received by
the Canadian customer, and as a result our expansion continues. Having opened 12
new stores this year for a total store count of 54. I am extremely pleased to
report that in just two short years, Canada is on track to generate sales in
excess of 100 million Canadian dollars, and will once again be profitable on an
annualized basis. </FONT></P>

<P><FONT SIZE=3>To wrap up, we are pleased
with our continued progress and know that more work is still to be done. We see
plenty of opportunity ahead, and remain focused on continuing to deliver long
term profitable growth. </FONT></P>

<P><FONT SIZE=3>Thank you. I will turn the call back to Ezra now. </FONT></P>
<HR SIZE=1>

<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thank you, everyone. And operator, we are ready for questions.</FONT></P>


<P ALIGN=LEFT><FONT SIZE=3><B>QUESTION AND ANSWER</B></FONT></P>

<HR SIZE=1>

<P ALIGN=LEFT><FONT SIZE=3><B>Operator</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>Thank you, Mr. Dabah. (Operator instructions) Our
first question comes from the site of Janet Kloppenburg with JJK Research.
Please, go ahead.</FONT></P>

<HR SIZE=1>

<P ALIGN=LEFT><FONT SIZE=3><B> Janet Kloppenburg  - <I>JJK Research - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Hi, everybody. Congratulations.</FONT></P>
<HR SIZE=1>

<P ALIGN=LEFT><FONT SIZE=3><B> Neal Goldberg  - <I>The Children's Place Retail Stores, Inc. - President</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thank you.</FONT></P>

<HR SIZE=1>

<P ALIGN=LEFT><FONT SIZE=3><B> Janet Kloppenburg  - <I>JJK Research - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>Nice job. Couple of questions about the gross margins going
forward, I know that you have been building more quality into the product, and
that's been hurting the IMU's. What is the outlook as we move into '05? Second
question, is, on the marketing expenditure for the fourth quarter, what will it
look like versus last year in the fourth quarter, and gain, what are you
thinking about marketing expenditures in 05? Lastly, Neal, if you could just
spend a few more minutes talking about how you are getting the conversion rates
to move higher? </FONT></P>
<HR SIZE=1>

<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah  - <I>The Children's Place Retail Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>Janet, I will take the gross margin piece. As we round off on
this major effort of quality improvement that we have been strategizing, we see
next year that stabilizing. I must say, at the same time, that, of course,
quality is always, and always will be, foremost in our decision making. But, we
have substantially improved this year, and we see gross margins stabilizing and
increasing beginning next year. </FONT></P>
<HR SIZE=1>

<P ALIGN=LEFT><FONT SIZE=3><B> Janet Kloppenburg  - <I>JJK Research - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>You do think you can get some improvement next year then?
</FONT></P>

<HR SIZE=1>

<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Yes. Especially in view of the fact that WTO is opening up.</FONT></P>

<HR SIZE=1>

<P ALIGN=LEFT><FONT SIZE=3><B> Janet Kloppenburg  - <I>JJK Research - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Okay.</FONT></P>
<HR SIZE=1>


<P ALIGN=LEFT><FONT SIZE=3><B> Seth Udasin - <I>The Children's Place Retail
Stores, Inc. - CFO, VP Finance, Treasurer</I></B></FONT></P>


<P><FONT SIZE=3>I guess regarding marketing, Janet? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3> <B>Janet Kloppenburg -
<I> JJK Research - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Yes.</FONT></P>


<HR SIZE=1>

<P ALIGN=LEFT><FONT SIZE=3><B> Seth Udasin - <I>The Children's Place Retail
Stores, Inc. - CFO, VP Finance, Treasurer</I></B></FONT></P>


<P><FONT SIZE=3>For
the fourth -- well, first off I should say, we run our marketing runs
approximately 3% of sales, and in the fourth quarter, we will be about 3% of
sales, a little bit higher than last year, for the quarter, but still the year
will be about 3. And at this point in time, tentatively targeting approximately
3% for next year subject to the results of this holiday test. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3> <B>Janet Kloppenburg -
<I> JJK Research - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Okay. Great. So you will see how this works, this program?</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Seth Udasin - <I>The Children's Place Retail
Stores, Inc. - CFO, VP Finance, Treasurer</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Correct.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3> <B>Janet Kloppenburg -
<I> JJK Research - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>While I have you on the phone, Seth. Can you just talk about the inventory, did
you say they are up, how much? 39%?</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Seth Udasin - <I>The Children's Place Retail
Stores, Inc. - CFO, VP Finance, Treasurer</I></B></FONT></P>


<P><FONT SIZE=3>On a per square foot basis, inventory is up 39%. If you recall,
on our last, second quarter call, we were up 48%, and had anticipated similar
increase at this time, and due to the stronger sell through during the quarter,
we are only up 39% right now. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3> <B>Janet Kloppenburg -
<I> JJK Research - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Where do you see them at the end of fourth?</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Seth Udasin - <I>The Children's Place Retail
Stores, Inc. - CFO, VP Finance, Treasurer</I></B></FONT></P>


<P><FONT SIZE=3>End of the fourth, we see them up in the low to mid teens on a
per square foot basis. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3> <B>Janet Kloppenburg -
<I> JJK Research - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>And just, Neal, on the conversion rates? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Neal Goldberg -
<I> The Children's Place Retail Stores, Inc. - President</I></B></FONT></P>


<P><FONT SIZE=3>Well, as we spoke about in the last couple of calls, we are
looking at the conversion in many different facets of the business. The first
and foremost is our tracking tools that we now have in all the stores. It really
gives us a comparison. So, we know what kind of foot fall is going into the
store, and how the stores are handling that. So, there's been a lot of focus on
the stores from executing, as we say false execution, which is a lot to do with
presentation, making sure they're servicing the customers properly. But it's a
lot of other parts of the organization, from allocation, making sure we are
getting the right goods at the right time, and making sure that the stores can
handle it. From a marketing standpoint, the clarity of offering. Because,though
we know we would like to think we offer one on one service, that's
(indiscernible) our service proposition, so it really is making sure that the
marketing helps us sell our products well. Lastly, great product makes a big
difference on the conversion. All these things together, many people view
conversions only as store focus, and we're viewing it as a multi-faceted plan.
And, we're very proud and pleased of the attraction we're getting already, but
we do know we have more work to do. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3> <B>Janet Kloppenburg -
<I> JJK Research - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>I was wondering if there is any compensation incentive in place,
or higher level of compensation incentive in place based on conversion?
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Neal Goldberg -
<I> The Children's Place Retail Stores, Inc. - President</I></B></FONT></P>


<P><FONT SIZE=3>We have a robust incentive program in the stores, but we have
not made any changes really to that to drive this. It is more on focusing and
saying this is a very, very key objective for us. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3> <B>Janet Kloppenburg -
<I> JJK Research - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thanks so much.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Neal Goldberg -
<I> The Children's Place Retail Stores, Inc. - President</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thank you.</FONT></P>


<HR SIZE=1>

<P ALIGN=LEFT><FONT SIZE=3><B>Operator</B></FONT></P>

<P><FONT SIZE=3>Our next question come from the site of Kimberly Greenberger
with Smith Barney. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Kimberly Greenberger -
<I> Smith Barney - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>Great. Thank you. And congratulations on a great quarter. Also, congratulations
to all of those getting promotions. Well deserved.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Neal Goldberg -
<I> The Children's Place Retail Stores, Inc. - President</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thank you.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Kimberly Greenberger -
<I> Smith Barney - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>From an inventory perspective, either actually if Seth, if you
could address both 3Q and 4Q, you talked about the inventory dollars per square
foot. But, if you have information regarding the unit increase versus the cost
component, that would be helpful. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>Richard Flaks - <I>The Children's Place Retail Stores,
Inc. - SVP Planning Allocation and Information Technology</I></B></FONT></P>


<P><FONT SIZE=3>Kimberly, hi, it's Richard, I will handle that. As Ezra said,
the inventory was up 39% now, and we are expecting to end up in the low to mid
teens at the end of the year. Consistent with what we said three months ago,
still 75% of the increase that we were experiencing now, is coming from our
strategy to advance receipts. You know, if you take a low single digit teen as a
percent of the roughly 40%, 39% we are now at approximately 25% comes from
having bought more, and 75% is from the up front strategy. Of the 25% of where
we bought more. For the mid to low teen increase we will see, about two-thirds
of that is coming from increase AUR, and about one-third of that from increased
units per average store. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Kimberly Greenberger -
<I> Smith Barney - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>That helps a lot. And if you can just give me some idea of
inventory freshness, as it stands today versus last year? That would be great.
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>Richard Flaks - <I>The Children's Place Retail Stores,
Inc. - SVP Planning Allocation and Information Technology</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Yes. Our inventory today, for all intent and
purposes, we don't own any inventory or little bit that is left over that is
older than fall, back to school inventory. So, we are extremely clean. It is
almost not worth talking about couple of hundred thousand dollars or so of
summer or prior inventory on the books right now. It's almost nothing. So, all
our inventory is current. Our projection at the end of the year is to end with
about the same amount of fall and holiday inventory carrying over into spring as
a percentage as we had last year. We are on track, we target ourselves to a
particular percentage of inventory that is prior season, even though it is the
most recent prior season, versus go forward, and we're on track to be consistent
with last year.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Kimberly Greenberger -
<I> Smith Barney - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>Okay. Great. On the marketing initiatives you are
doing in the fourth quarter, are there any ways to measure the effectiveness of
that marketing, and how you expect to monitor that. And then just lastly, Seth,
we saw a slight increase in the tax rate. You indicated you are reevaluating tax
obligations, what should we plan for Q4 and going forward into '05?</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Seth Udasin - <I>The Children's Place Retail
Stores, Inc. - CFO, VP Finance, Treasurer</I></B></FONT></P>


<P><FONT SIZE=3>I will first answer the tax question. At this point, I think 40%
would be the conservative approach to take for the fourth quarter in '05 until
we, you know, advise otherwise. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Kimberly Greenberger -
<I> Smith Barney - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Okay.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>Richard Flaks - <I>The Children's Place Retail Stores,
Inc. - SVP Planning Allocation and Information Technology</I></B></FONT></P>


<P><FONT SIZE=3>Kimberly, what was the first part of the question, please.
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Kimberly Greenberger -
<I> Smith Barney - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>If you, as you think about your fourth quarter marking campaign
and, in particular television, are there any tools in place to monitor the
effectiveness of those advertising dollars? Or, how are you expecting to
evaluate whether or not this campaign is effective and -- </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>This is, this campaign is running, as you know, in a number of
markets, happen to be a couple of big markets, but just a number of markets. We
are, of course measuring their results from a precampaign point of view, and a
past campaign, and as we end the campaign, pre-impose so we understand how they
trended before, and how they trended during the campaign is one piece of it. We
are also looking at consumer brand awareness pre-imposed, so we are going to use
quite a few different vehicles to measure the success of this campaign.
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Kimberly Greenberger -
<I> Smith Barney - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>Assuming it meets your expectation you would potentially look to
extend it into '05? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>We would hike to very much do so. And, we believe, as it relates
to spreading the word, and spreading our brand, has probably one of the most
potential increases for us. You know, while we have many, many loyal customer,
there is still almost half the customers that don't know we exist, or may know
we exist for something else before. So, to the extent that we can spread the
word of what we stand for, the quality, the value equation, the fashion, and
everything else that we have under a great environment, we really believe that
this is the time to do it, and we look very forward to roll something more chain
wide beginning next year. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Kimberly Greenberger -
<I> Smith Barney - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>Good luck here in the fourth quarter. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thank you.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>Operator</B></FONT></P>

<P><FONT SIZE=3>Our next question comes from Tom Filandro with SIG. Please, go
ahead. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Tom Filandro -
<I> SIG-Susquehanna Financial Group - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>Richard, question for you, if I believe the numbers that you
gave it suggests that the pricing entering holiday is probably up on the AUR
front in the high single digit range. I guess, first, just verify that is
correct? And secondly, how should we view pricing as we head into '05? And then,
a question on merchandising, I'm not sure who to ask on this, I've noticed toys
have been tested in several stores. I don't really know how many. Can we get an
update on toys, and any other categories that may be, are currently being
tested? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>Richard Flaks - <I>The Children's Place Retail Stores,
Inc. - SVP Planning Allocation and Information Technology</I></B></FONT></P>


<P><FONT SIZE=3>I will answer the AUR question and Amy will answer the
merchandising question. You are right, the AUR is up in the high single digits
and we expect that to continue into the spring and summer season. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Amy Hauk -
<I> The Children's Place Retail Stores, Inc. - SVP, General Merchandise Manager</I></B></FONT></P>


<P><FONT SIZE=3>So, Tom, it's Amy. We do have toys in about 35 stores, and we
have seen actually very positive response. We are using, obviously, we are
always trying to test and look at additional opportunities to see where we could
potentially grow market share and grow business, and the customers responded
very well to those. We actually have them, primarily in our large square footage
stores where we can carve out opportunity. But, the customers responded very
well, and it's a 100% regular price business for us. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Tom Filandro -
<I> SIG-Susquehanna Financial Group - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>Can it be expanded, Amy, in '05. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Amy Hauk -
<I> The Children's Place Retail Stores, Inc. - SVP, General Merchandise Manager</I></B></FONT></P>


<P><FONT SIZE=3>In '05, as we open more large square footage stores. We will be
looking to expand our presence in those categories. But we don't see it as a big
volume driver at this point. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Tom Filandro -
<I> SIG-Susquehanna Financial Group - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Terrific. Thank you very much.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Amy Hauk -
<I> The Children's Place Retail Stores, Inc. - SVP, General Merchandise Manager</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Your very welcome.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>Operator</B></FONT></P>

<P><FONT SIZE=3>Our next question comes from Marni Shapiro with Merrill Lynch.
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Marni Shapiro -
<I> Merrill Lynch Global Securities - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Hey guys. Congratulations.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Neal Goldberg -
<I> The Children's Place Retail Stores, Inc. - President</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thanks Marni.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Marni Shapiro -
<I> Merrill Lynch Global Securities - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>Could you talk a little bit, firstly, about the incremental cost
of advertising in the fourth quarter with this new campaign? Could you also
break down in the stores today, given the strength of newborn and accessories,
what the break down is between girls, boys, newborns and accessories in the
stores? And one last thing. On IMU, when we came into the third quarter you guys
had talked a lot about the higher cotton prices. Could you talk about that
impact coming out of third quarter, into holiday and where you see that for next
year? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Seth Udasin - <I>The Children's Place Retail
Stores, Inc. - CFO, VP Finance, Treasurer</I></B></FONT></P>


<P><FONT SIZE=3>First on marketing, marketing we did save a lot of money or as a
percent of sales in the third quarter and a lot of that does get shifted into
the fourth quarter. As I said earlier, fourth quarter will be about 3% of sales
which is up over last year between 50 and 100 basis point. For the quarter.
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Marni Shapiro -
<I> Merrill Lynch Global Securities - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Okay.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Amy Hauk -
<I> The Children's Place Retail Stores, Inc. - SVP, General Merchandise Manager</I></B></FONT></P>


<P><FONT SIZE=3>Then, as far as contribution, Marni, accessories actually picked
up 2 points in contributions at 14% for Q3, and that was pulled equally from the
boys and girls business. New born remains flat at 9% of the contributions. So,
boys was at 32 and girls were at 46. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>Marni, regarding cotton prices they have come back down quite
substantially, and have since then been pretty stable. At this particular
moment, we look at that as being stable going into next year. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Marni Shapiro -
<I> Merrill Lynch Global Securities - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>Not this year. Then, one more follow up on the marketing side.
The money that you saved, did that come out of lower circulation? Where exactly
did that come from? And, what's your circulation plan for distribution out for
fourth quarter versus last year. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Seth Udasin - <I>The Children's Place Retail
Stores, Inc. - CFO, VP Finance, Treasurer</I></B></FONT></P>


<P><FONT SIZE=3>The
third quarter, it was a combination of, we actually ran the same male pieces but
they had lower cost per piece and distribution was slightly lower. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Marni Shapiro -
<I> Merrill Lynch Global Securities - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>What is the plan for fourth quarter? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Seth Udasin - <I>The Children's Place Retail
Stores, Inc. - CFO, VP Finance, Treasurer</I></B></FONT></P>


<P><FONT SIZE=3>The direct male piece. Similar, as last year, in terms of volume
and programs. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Marni Shapiro -
<I> Merrill Lynch Global Securities - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Excellent.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Neal Goldberg -
<I> The Children's Place Retail Stores, Inc. - President</I></B></FONT></P>


<P><FONT SIZE=3>We are being very aggressive looking for efficiencies throughout
the business in marketing where we have been able to enjoy some of those
efficiencies and that's what Seth is talking to. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Marni Shapiro -
<I> Merrill Lynch Global Securities - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Great guys. Good luck with the holiday season.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>Operator</B></FONT></P>

<P><FONT SIZE=3>Our next question comes from Margaret Whitfield with Ryan Beck.
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Margaret Whitfield -
<I> Ryan Beck - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>Good morning, everyone. Congratulations. Wondering on Disney if
you could pinpoint the week that this transaction might close during this month?
And are you going to report comps right away, or when will you start reporting
Disney comps, or will you put them into the total number for the chain itself?
And, some interesting articles on Disney with the success of &quot;The
Incredible&quot;, and the story in today's paper on the relaunch of a fairies
business. If you could comment on your thoughts there? Also, NPD, you said your
market share had increased, I was wondering if you you could share that number
and where you see opportunities going forward? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3> <B>Mario Ciampi  - <I>The Disney Store - President</I></B></FONT></P>


<P><FONT SIZE=3>Hi Margaret this is Mario. We are very hopeful that the closing
will be real soon on the Disney transaction, as we would very much, obviously,
want to get the holiday business, you know, into our business. As far as
Disney's comp store sales, we are still evaluating the way they calculated comp
versus the way we calculate comp. In the near future we will have a decision as
to how we are going to report that. But we are going to report information
separately as it relates to sales and as it relates to operating numbers, you
will be able to get a, hopefully, a clear picture of how each business is
performing. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Margaret Whitfield -
<I> Ryan Beck - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>How did they report their comp and how did it different from
yours? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Mario Ciampi  - <I>The Disney Store - President</I></B></FONT></P>


<P><FONT SIZE=3>It's just what they include in sales, and basically the fact
that they don't take stores out of comp when they do remodels as we do. So,
there are some inconsistencies when you compare the two. As it relates to the
content, this is very much the reason why we were very excited about the
business. &quot;The Incredible&quot; is pretty incredible, and you know the news
today about the fairies program trying to build that business the way they built
the Princess business. We are aware of, and we're going to obviously follow
those trends very closely and see how they can translate into product in the
stores. I have been here all week, this week, looking at the product that is
going to be in the store for the third and fourth quarter. So much content to
choose from. We're just real, real excited about having an impact on their
business. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Margaret Whitfield -
<I> Ryan Beck - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Okay.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>When it comes to market share. You know, over the past year,
productivity per square foot has increased almost 15%, and you know, clearly we
had no concrete data, but the feeling was that we were getting market share just
by that fact looking at the rest of the market. Recently, some NPD data came out
that actually showed us gaining share to other specialty stores within the
market. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Margaret Whitfield -
<I> Ryan Beck - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>You can't be specific as to where you stand? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>No, we would rather not. But it is clear that we were getting
market share in lieu of some other specialty stores. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Margaret Whitfield -
<I> Ryan Beck - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>And, finally, for Neal, on the international, it sound like you
are doing great in Canada. Have you up'd the number of stores that you
ultimately could have? Could you give us a quick update on Puerto Rico, and what
does it suggest for other international opportunities? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Neal Goldberg -
<I> The Children's Place Retail Stores, Inc. - President</I></B></FONT></P>


<P><FONT SIZE=3>Of course. On Canada, we've said before, we look for around 100
stores in the Canadian marketplace and the success is so exciting there. Puerto
Rico, 20 to 25 stores. A lot of it depends on what locations, and what kind of
mall developments, and between Canada and Puerto Rico, Continental United States
and Disney, we've got a lot on our plate right now, but we are always looking
and probing and find different ways to grow the business. Clearly, we do believe
we have a lot of opportunities in the markets we are playing right now.
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>Just, fyi, Puerto Rico is still substantially exceeding their
plans, we only have a couple of stores up there but we are very happy with the
results today. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Margaret Whitfield -
<I> Ryan Beck - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thank you.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>Operator</B></FONT></P>

<P><FONT SIZE=3>Our next question is from Richard Baum with Credit Suisse First
Boston. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Richard Baum -
<I> Credit Suisse First Boston - Analyst</I></B></FONT></P>

<P><FONT SIZE=3>Good morning and I will add my congratulations as well.
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thank you, Richard.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Richard Baum -
<I> Credit Suisse First Boston - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>One for Seth, on the tax rate, I think you indicated it had gone
up. Can you provide us with guidance for what to use for the fourth quarter and
also '05? And secondly, I know you had indicated at the luncheon that you held,
that there still were some open positions at Disney that you were looking to
fill. Not a lot, but, could you update us on where you are with regard to those,
sir? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Seth Udasin - <I>The Children's Place Retail
Stores, Inc. - CFO, VP Finance, Treasurer</I></B></FONT></P>


<P><FONT SIZE=3>Yes, in regarding the tax rate, this point I would suggest we
take a conservative stance and plan the fourth quarter and next year at 40%.
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Mario Ciampi  - <I>The Disney Store - President</I></B></FONT></P>


<P><FONT SIZE=3>As far as, Richard, as far as the Disney positions, it's really,
we are actively filling a lot of the sort of the mid level positions and there
is really only one high level position open at this time on the merchandising
side and again, we are being very active but very selective on the choice there.
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Richard Baum -
<I> Credit Suisse First Boston - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>Seth, I am sorry. I missed your number on the tax rate.
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Seth Udasin - <I>The Children's Place Retail
Stores, Inc. - CFO, VP Finance, Treasurer</I></B></FONT></P>


<P><FONT SIZE=3>Yes, Richard, the tax rate we are being conservative, but we
think 40% for the fourth quarter, and 40% for next year would be the appropriate
number to use. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Richard Baum -
<I> Credit Suisse First Boston - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>All right. Thank you so much and good luck going forward.
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Amy Hauk -
<I> The Children's Place Retail Stores, Inc. - SVP, General Merchandise Manager</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thanks, Richard.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>Operator</B></FONT></P>

<P><FONT SIZE=3>Our next question comes from Paula Kalandiak with Roth Capital
Partners. Go ahead your line is open. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Paula Kalandiak  - <I>Roth Capital Partners - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>Good morning. Great quarter. I wanted to go back to the AUR
issue. Can you let us know if any of the increase in AUR is realted to your
good, better, best strategy? And give us an update on that strategy? And, also
what percentage of your merchandise are you allocating to good, what percentage
to better and what percentage to best. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Amy Hauk -
<I> The Children's Place Retail Stores, Inc. - SVP, General Merchandise Manager</I></B></FONT></P>


<P><FONT SIZE=3>Hi, Paula, it's Amy. I will take that. At this point, the best
strategy is a very small percent of our business. It is under 2%, really, so it
is not necessarily driving the AUR up. What is happening is the shift from the
good into the better business. Right now about 50% of our business sits in the
good, and about 48% sits in better. That's at 10-point improvement from where it
was last year shift from good into better. That has had an impact in our AUR. I
will qualify that a little bit where we realized our actual AUR. Outerwear was a
little bit of a softer catagory for us in Q3, so we didn't necessarily maximize
all the AUR upside that we had originally planned. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Paula Kalandiak  - <I>Roth Capital Partners - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Okay. Going to the productivity per square foot. It
looks like, if you are able to maintain that 14% increase you will get to just
about $300 a square foot for FY 04. Can you tell us where you think you can
ultimately go with that? I think in the past you were up a little over $400, but
that was before your value pricing strategy.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>I would like to take it a step at a time. We have said before,
that we strongly believe that we can get to 350 a squire foot in the not too
distant future, and, as we reach there, it is possible to go beyond that, and,
as you have just mentioned, the one time we enjoyed something in excess of 400
and probably in a long term basis that is somewhat doable down the line, but at
this time we are focused on reaching 350. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Paula Kalandiak  - <I>Roth Capital Partners - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>Okay. And then, finally, can you comment on the percent of in-season full price
merchandise in your outlet stores this year versus this time last year?</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>Our in-season merchandise in the outlets, (indiscernible) is up
over last year. And we are still doing about half our business in the outlets at
full price selling. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Paula Kalandiak  - <I>Roth Capital Partners - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Okay, great. Thank you.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>Operator</B></FONT></P>

<P><FONT SIZE=3>Our next question comes from John Zolidis, I hope I am saying
that correctly, sir, with Buckingham Research. </FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> John Zolidis - <I>Buckingham Research -
Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>Thanks. Good job on the pronunciation. Couple of questions, first, wondering if
you guys could comment on how November started off?</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>Yes, that is something we don't usually do, John, so. We are
coming into the season with wind in our sail. We can't comment specifically on
the month to date. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> John Zolidis - <I>Buckingham Research -
Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>Okay. I guess, I know you talked a lot about the AURs and the merchandise
margins. I am a little bit confused. If I remember correctly. Last year, you
actually lowered your prices. I guess beginning back to school and through
spring, and then you, if I remember correctly, you have now raised the prices
for the back half of this year, and now your looking to raise AURs again for the
spring. Is this reflective of a strategy to bring the customers back in with the
lower prices and inch, inch AUR's back up?</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>No, absolutely not, John. The AUR increase has to do with the
good better strategy. Has to do with the merchandise wing, the merchandise mix,
weighing of the basics and fashion that we have in any one time. But, absolutely
not. We are looking for that value equation to remain as strong as it is today.
And not to change that formula. It is really working for us. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> John Zolidis - <I>Buckingham Research -
Analyst</I></B></FONT></P>


<P><FONT SIZE=3>For merchandise margins for next year, are they going to be up
or down? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>Merchandise margin as in gross margin? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> John Zolidis - <I>Buckingham Research -
Analyst</I></B></FONT></P>


<P><FONT SIZE=3>The component of margin that is not occupancy. I mean, this
year, I estimate that in the third quarter, merchandise margins were down 250
basis point. What I am wondering is if in looking into next year, have we
reached a point where that has really stabilized in your mind, or are you going
to continue to reduce the margin and try to drive more sales? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>We have definitely stabilized that and we look for that to be
slightly up as we head into 2005. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> John Zolidis - <I>Buckingham Research -
Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Okay. Great. And good luck for the holiday.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thank you, thank you, John.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>Operator</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3> Jeff Faneberg with JLF Asset Management. Your line is open.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Jeff Faneberg  - <I>JLF Asset Management - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>Thanks very much. Congratulations, guys. Nice job. Couple of
questions to follow up. I think you said before, in the past that you would like
to target an 8 to 10% operating margin at the The Children's Place concept.
Would that be consistent with the $350 per foot level? If you could give us some
parameters around that. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>Yes, that would be consistent with that. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Jeff Faneberg  - <I>JLF Asset Management - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Okay. Because, if I am --</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>Could be even a little higher, (indiscernible) 350, but in the
range. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Jeff Faneberg  - <I>JLF Asset Management - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>Okay. I am looking back in 2001, just a couple of years ago, you did 11.5%
operating margin on 330 per foot, and running the numbers, it looks like you
will be at that level next year. If anything, it sound like these are
conservative goals.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Some what conservative.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Jeff Faneberg  - <I>JLF Asset Management - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>Terrific. As a follow up to that, would you expect, over time, to be able to
operate the Disney business at similar 8 to 10% type margins as you improve
operations there over time?</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> The answer is, yes.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Jeff Faneberg  - <I>JLF Asset Management - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Wow! terrific. Thank you very much.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>Operator</B></FONT></P>

<P><FONT SIZE=3>Our next question comes from Jeff Black with Lehman Brothers.
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Jeff Black  - <I>Lehman Brothers - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>Congratulations. Just a couple of follow ups on Disney. You talked about the
executive team, but what about on the store level, how many of the managers have
committed to stay with the organization? And are these guys and women going to
be paid or incented any differently than they are currently under the new
ownership?</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Mario Ciampi  - <I>The Disney Store - President</I></B></FONT></P>


<P><FONT SIZE=3>Jeff, this is Mario. We have been very, very pleasantly
surprised, or not surprised, but, as expected, almost all of the field
operations team has stayed intact. We have had very, very few people leave the
business. They're a real strong, committed group with a lot of tenure. The
average store manager has over seven years experience. So, they are really
connected with the brand. And, on the positive side, we really studied the
compensation between your comparing the Disney Store team to the The Children's
Place store team, we found it, on the whole, to be pretty consistent. The big
advantage that we are going to bring to the Disney business is that our
incentive program is a lot more robust than theirs, and and they will have a
similar incentive program, well the same incentive program that we have at
Children's Place. So, that should, hopefully, fuel the top line as well.
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Jeff Black  - <I>Lehman Brothers - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>What about on the system side. Any surprises there or updates
from the last time that we spoke to you guys during your presentation?
</FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Mario Ciampi  - <I>The Disney Store - President</I></B></FONT></P>


<P><FONT SIZE=3>No, we have been all over the system side since literally June
of this year. Disney has not invested in the business over the last five or six
years. So, their systems weren't the best and weren't necessarily the state of
the art. So, we are going to migrate to most of our systems that are relatively
new and scalable and that is happening as we speak. And, during the first half
of '05 we are really going to focus on completing that transition and using the
many systems that we have at Children's Place for the benefit of the Disney
business, and it is well underway. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Jeff Black  - <I>Lehman Brothers - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thanks very much. Good luck.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Mario Ciampi  - <I>The Disney Store - President</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thanks.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>Operator</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3> Our next question come from Robert Samuels with J.P. Morgan.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Robert Samuels  - <I>JP Morgan - Analyst</I></B></FONT></P>


<P><FONT SIZE=3>Hi, good morning. Any update on the dollar amount of the working
capital adjusted payment to Disney? </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Mario Ciampi  - <I>The Disney Store - President</I></B></FONT></P>


<P><FONT SIZE=3>Not as of yet. It is something that we are working on this week
and next week. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Robert Samuels  - <I>JP Morgan - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thanks.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P><FONT SIZE=3>As we have said before, it is primarily related to the inventory
level. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Robert Samuels  - <I>JP Morgan - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Okay.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Did we lose anybody?</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B>Operator</B></FONT></P>

<P><FONT SIZE=3>Lastly, our final question comes from Roxanne Meyer with CIBC.
Go ahead, please. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Roxanne Meyer  - <I>CIBC - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Great. Thanks. It's Roxanne for Dorothy Lakner. Just
wondering, what is your current comp required to leverage store occupancy costs?
And, do you think that there is opportunity to lower that hurdle, post the
Disney acquisition? And secondly, obviously, your comps are very strong across
all categories, particularly in girls. What opportunities do you think still
exists from improvement from holiday into spring?</FONT></P>


<HR SIZE=1>
 <P ALIGN=LEFT><FONT SIZE=3><B> Seth Udasin - <I>The Children's Place Retail
Stores, Inc. - CFO, VP Finance, Treasurer</I></B></FONT></P>


<P><FONT SIZE=3>Roxanne, in terms of occupancy we talk about leveraging in the
mid single digit comp, so, you know, that's our threshold right now. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Amy Hauk -
<I> The Children's Place Retail Stores, Inc. - SVP, General Merchandise Manager</I></B></FONT></P>


<P><FONT SIZE=3>Then, as far as the girls question, Roxanne, this is Amy, I
think, you know, we continue, and I said it before, we continue to focus on the
girls business, and we're obviously seeing the past four months have been
double-digit comp growth, but I think we have a continued opportunity to focus.
And, what I'm probably most excited with going into spring, building off the
current success that we're seeing in holiday is the product definitely has a
sweeter feel, lighter fabrication, (indiscernible) prints, and I think that that
placed a real sweetness that our girl customer will respond to. I am hoping to
continue the positive momentum going into Q1 of next year. </FONT></P>

<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3> <B>Roxanne Meyer  - <I>CIBC - Analyst</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Great. Thanks, good luck.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Amy Hauk -
<I> The Children's Place Retail Stores, Inc. - SVP, General Merchandise Manager</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3> Thanks.</FONT></P>


<HR SIZE=1>
<P ALIGN=LEFT><FONT SIZE=3><B> Ezra Dabah - <I>The Children's Place Retail
Stores, Inc. - Chairman, CEO</I></B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>Okay. There is no other questions. We thank everyone for your continued interest
in our company. Seth, and Heather are available throughout the day. If you have
additional follow up questions for the team. Have a good day, a great holiday
season. We look to see you shopping at The Children's Place Disney Store for all
your holiday needs.</FONT></P>

<HR SIZE=1>
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