EXHIBIT 10.33

             AMENDMENT NUMBER SIX DATED AS OF APRIL 1, 2000 BETWEEN
                  THE COMPANY AND FOOTHILL CAPITAL CORPORATION

      THIS AMENDMENT NUMBER SIX TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT ("Amendment") is entered into as of April 1, 2000, by and between
FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), and THE
CHILDREN'S PLACE RETAIL STORES, INC., a Delaware corporation ("Borrower"), in
light of the following:

      A. Borrower and Foothill have previously entered into that certain Amended
and Restated Loan and Security Agreement, dated as of July 31, 1997 (as amended,
the "Agreement").

      B. Borrower and Foothill desire to further the Agreement as provided for
and on the conditions herein.

      NOW, THEREFORE, Borrower and Foothill hereby amend the Agreement as
follows:

      1. DEFINITIONS. All initially capitalized terms used in this Amendment
shall have the meanings given to them in the Agreement unless specifically
defined herein.

      2. AMENDMENT. Section 7.14 of the Agreement is amended to read as follows:

            "Advances, Investments and Loans. Make any Investment except:

                        (a) Investments in cash and cash equivalents;

                        (b) so long as no Event of Default shall have occurred
            and be continuing, or would occur as a consequence thereof, Borrower
            and its Subsidiaries may (i) make loans and advances to employees
            for moving and travel expenses and other similar expenses, in each
            case incurred in the ordinary course of business, and (ii) make
            other loans and advances to directors, officers and employees so
            long as there has been at least $10,000,000 of borrowing
            availability pursuant to Section 2.1 for the 90 day period preceding
            such loan or advance and on such date after taking into account the
            particular loan or advance; and

                        (c) Investments in existence on the date hereof and so
            long as no Event of Default shall have occurred and be continuing,
            or would occur as a consequence thereof, extensions, renewals,
            modifications, restatements or replacements thereof so long as the
            aggregate dollar amount of all such extensions, renewals,
            modifications, restatements, or replacements does not exceed the
            amount of such Investments in existence on the date hereof."

      3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Foothill
that all of Borrower's representations and warranties set forth in the Agreement
are true, complete and accurate in all respects as of the date hereof."

      4. NO DEFAULTS. Borrower hereby affirms to Foothill that no Event of
Default has occurred and is continuing as of the date hereof.

      5. CONDITION PRECEDENT. The effectiveness of this Amendment is expressly
conditioned upon receipt by Foothill of an executed copy of this Amendment.


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      6. COSTS AND EXPENSES. Borrower shall pay to Foothill all of Foothill's
out-of-pocket costs and expenses (including, without limitation, the fees and
expenses of its counsel, which counsel may include any local counsel deemed
necessary, search fees, filing and recording fees, documentation fees, appraisal
fees, travel expenses, and other fees) arising in connection with the
preparation, execution, and delivery of this Amendment and all related
documents.

      7. LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of this Amendment shall govern. In all other respects, the
Agreement, as amended and supplemented hereby, (including Section 3.5) shall
remain in full force and effect.

      8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original. All
such counterparts, taken together, shall constitute but one and the same
Amendment. This Amendment shall become effective upon the execution of a
counterpart of this Amendment by each of the parties hereto.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.


                          FOOTHILL CAPITAL CORPORATION,
                          a California corporation

                          By:         /s/ Todd Colpitts
                             ----------------------------------------------
                          Title:        Vice President
                                -------------------------------------------


                          THE CHILDREN'S PLACE RETAIL STORES, INC.,
                          a Delaware corporation

                          By:         /s/ Seth Udasin
                             ----------------------------------------------
                          Title:    Vice President & CFO
                                -------------------------------------------


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