Exhibit 99.2


                                CITI TRENDS, INC.
                         Second Quarter Conference Call
                    August 25, 2005, 10:00 a.m. Eastern Time

Operator                   Good morning ladies and gentlemen, and welcome to the
                           Citi Trends,  Inc. second quarter conference call. At
                           this time all participants are in a listen-only mode.
                           Following today's  presentation  instructions will be
                           given for the  question  and answer  session.  If you
                           should require  assistance during today's  conference
                           call,  please press the star followed by the zero for
                           an operator. As a reminder,  this conference is being
                           recorded this Thursday, August 25, 2005.

                           I would now like to turn the  conference  over to Mr.
                           Tom Stoltz,  Chief Financial  Officer of Citi Trends.
                           Please go ahead sir.

T. Stoltz                  Good morning everyone. Also on the call today with me
                           is  Ed  Anderson,   the  company's   Chief  Executive
                           Officer.  By now everyone should have seen our second
                           quarter  earnings  release  that was sent out shortly
                           after 4:00 p.m.  Eastern time yesterday.  If you have
                           not  received  the  release,  it is  available on our
                           company   website  under  the  "Investor   Relations"
                           section   and   the   sub   folder   "Investors"   at
                           www.cititrends.com.

                           You should be aware that the  prepared  remarks  made
                           during this call contain  forward-looking  statements
                           within  the   meaning  of  the   Private   Securities
                           Litigation  Reform Act of 1995,  and  management  may
                           make   additional   forward-looking   statements   in
                           response to your questions.  These  statements do not
                           guarantee  future  performance  and  therefore  undue
                           reliance   should   not  be  placed  on  them.   Such
                           statements   involve   known   and   unknown   risks,
                           uncertainties and other factors that may cause actual
                           results to differ materially.  We refer all of you to
                           the company's most recent report on Form S-1 as filed
                           with the Securities and Exchange  Commission for more
                           detailed  discussions of the factors that could cause
                           actual  results  to  differ   materially  from  those
                           described in any forward-looking statements.

                           Also note that all of the  company's  per share  data
                           have been  adjusted to reflect the company's 26 for 1
                           stock split effectuated on May 11, 2005.

                           Ed  Anderson  and I will  give a  brief  presentation
                           after  which we will  address any  questions  you may
                           have.  With that  said,  I would like to now turn the
                           call over to Ed.


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CITI TRENDS, INC.                                                         Page 1



E. Anderson                Thank you Tom. Good morning and thank you for joining
                           us this morning.  This second quarter of 2005 was our
                           first full  quarter as a public  company  and this is
                           our first earnings release conference call.

                           We were very pleased with our initial public offering
                           which  we  completed  May  18th,  and  are  extremely
                           pleased to report very strong  results for the second
                           quarter and first half of 2005.

                           I will present an overview of the quarter results and
                           make a few comments  about the  company's  growth and
                           future  plans and then Tom will review the  financial
                           results in more  detail and  conclude  with  earnings
                           guidance for 2005.  Then,  we will be happy to answer
                           your questions.

                           In the second quarter net sales  increased 38.2% over
                           last year.  Comparable store sales increased 11.5% in
                           the   quarter   with  each   month  of  the   quarter
                           contributing   stronger  comparable  sales  than  the
                           relevant  month  last  year.  Please  note  that last
                           year's   second   quarter   comparable   store  sales
                           increased  0.3%,  the weakest  quarter of 2004.  I'll
                           speak more about  sales and the  drivers of our sales
                           in a few minutes.

                           Net earnings for the quarter were $381,000,  or $0.03
                           per share.  These results include a one-time  pre-tax
                           charge of $1.2 million related to the cancellation of
                           our  management   contract  with   Hampshire   Equity
                           Partners,   our  majority   stockholder,   which  was
                           discussed in our IPO  Prospectus.  Without the effect
                           of this one-time  charge,  our earnings per share for
                           the quarter would have been $0.08 per share, compared
                           to $0.00 per share last year.

                           The  second  quarter  of  2005  was a  very  positive
                           quarter for the company. Our merchandise gross margin
                           rate increased,  our ratio of SG&A to sales decreased
                           (in  fact,  we had  expense  leverage  in  all  three
                           principal  expense areas:  stores,  distribution  and
                           corporate),   and  new  store  sales   exceeded   our
                           expectations.   Most  of  these  positives   occurred
                           because  of, or were helped by, our  excellent  sales
                           results. Sales were generally strong across all major
                           merchandise categories.

                           Comparable   sales   increases  for  the  quarter  by
                           category  were:  men's  up  18.8%;  women's  up 9.1%;
                           children's  up  9.8%;  accessories  up 7.3%  and home
                           furnishings  up  33.8%.   The  common  thread  across
                           merchandise categories was that nationally recognized
                           brands'  sales  increased at a higher rate than other
                           non-branded merchandise.

                           As most of you know,  we sell  nationally  recognized
                           urban  brands such as PhatFarm,  BabyPhat,  RocaWear,
                           AppleBottoms and Dickies.


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CITI TRENDS, INC.                                                         Page 2




                           Our value  conscious  customer has a strong  appetite
                           for  current  urban  brands at strong  value  prices.
                           Additionally,  our  comparable  sales  increases were
                           driven  by  increased   customer  traffic  while  our
                           average  price per item,  as well as our  transaction
                           sizes, remained relatively constant with last year.

                           Momentum is a big driver of sales,  both up and down.
                           The  positive  results of fiscal  2005 were set up by
                           the very successful fourth quarter of fiscal 2004. We
                           had strong sales at the end of the fourth quarter and
                           ended the fiscal year with very healthy  inventories.
                           We had appropriate levels of inventory as well as low
                           levels of clearance  inventory as a percentage of the
                           total. That healthy inventory set up the strong sales
                           performance of the first quarter of fiscal 2005.

                           Strong  sales in the  first  quarter  and the  second
                           quarter  of 2005  have  allowed  us to  keep  healthy
                           inventories and have kept the positive momentum going
                           into August.

                           Total  inventories  at the end of the second  quarter
                           were 35% over last year's second  quarter ending July
                           31, 2004 and comparable store  inventories were up 6%
                           over the same time last year.

                           We opened  seven  new  stores in the last week of the
                           second  quarter,  bringing  our total to 21 stores so
                           far in 2005.  We expect to open 40 new stores for the
                           entire   year.    The   2005   new   stores   average
                           approximately  10,000  selling  square  feet  and are
                           consistent  in size to the new stores we have  opened
                           since 2003.  The 21 stores opened to date are located
                           in the same 12  states  in which we  operated  at the
                           beginning  of the year.  This  year's new store sales
                           have  exceeded our forecast and are running  ahead of
                           last year's new stores on a per store basis. This new
                           store  performance  is the result of our strong sales
                           in general as well as some very good store locations.

                           We disclosed in our Prospectus that we planned to add
                           an additional  distribution  center by December 2006.
                           We have  continued to work on that  project.  We have
                           considered  acquiring an existing building as well as
                           building  a new  facility.  As you  may  recall,  our
                           existing facilities will support up to 300 stores.

                           We intend to bring our  additional  facility  on-line
                           very  methodically.  We are not  changing  methods or
                           adding a new warehouse management system.  Initially,
                           we will only add additional floor space utilizing our
                           current processes. I'm telling you this as a reminder
                           that some additional  costs to bring the new facility
                           on-line  will be  incurred,  possibly as early as the
                           second  half of  fiscal  2005  and on into  2006.  We
                           intend  for  the  addition  of  this  space  to be as


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CITI TRENDS, INC.                                                         Page 3




                           seamless  to our  business as  possible.  Now back to
                           Tom.

T. Stoltz                  Thank you Ed. Again, we are very pleased to report to
                           you our second quarter financial  results,  our first
                           full quarter as a public company.  Our second quarter
                           results  demonstrated strong top line and bottom line
                           results  with both  comparable  stores and new stores
                           performing well. Both sales and profits have exceeded
                           our expectations.

                           As Ed mentioned, our total sales for the quarter were
                           $59.4 million,  versus $43.0 million last year.  This
                           represents a 38.2% increase in year-over-year sales.

                           Comparable store sales rose 11.5%, versus 0.3% in the
                           2004 period.  The monthly  comparable  numbers during
                           the second quarter were as follows: May: 11.1% versus
                           7.7% last year; June: 14.5% versus a decrease of 1.5%
                           last year;  and July:  8.5% versus a decrease of 3.6%
                           last year.

                           For  the   year-to-date,   total  sales  were  $123.1
                           million, or an increase of 35.1% over the prior year.
                           Comparable  sales were up 9.0% for the  year-to-date.
                           As Ed  said,  our  2004  and  2005  new  stores  have
                           performed better than expected to date.

                           Moving  on to  gross  margins,  for  the  quarter  we
                           reported at 36.6%  compared to our prior year rate at
                           34.7%.  As Ed  mentioned,  nearly all of the increase
                           was  a  result  of   well-positioned   and   balanced
                           inventories,  along with  strong  sales  trends  that
                           resulted  in  fewer  goods  to  clear  and  therefore
                           reduced markdown levels.

                           Freight costs were up slightly as a percent of sales,
                           and shrinkage  remained constant as a percent of last
                           year.  Shrinkage  during the past  several  years has
                           been in the  range  of 2.5% to 3.0% at  retail.  As a
                           reminder,   our   gross   profits   do  not   include
                           distribution and/or occupancy costs as some retailers
                           report.

                           For the year-to-date  gross margin was 38.1% compared
                           to 37.3% last year with all of the improvement coming
                           in the second quarter.

                           SG&A  expenses  were  35.8% of sales for the  quarter
                           compared to 34.4% last year. As Ed explained, we paid
                           a fee  in  connection  with  the  termination  of our
                           management  agreement with Hampshire  Equity Partners
                           in the  second  quarter  totaling  $1.2  million on a
                           pre-tax basis. Excluding the termination fee from our
                           results,  the SG&A  was  33.8%,  or a 60 basis  point
                           improvement  over last year,  despite  "being  public
                           costs"  this year of  approximately  $300,000  in the


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CITI TRENDS, INC.                                                         Page 4




                           quarter.  Most  of the  leveraging  was a  result  of
                           higher sales than  planned  against some of the fixed
                           costs in distribution and corporate.

                           For the year-to-date,  SG&A as a percent of sales was
                           33.3%  compared  to 33.0%  last year.  Excluding  the
                           termination  fee,  SG&A was 32.4%  compared  to 33.0%
                           last year,  again  despite  about  $400,000 in "being
                           public costs" in the year-to-date.

                           Each of the  items  previously  discussed  led to net
                           income for the  quarter  of  $381,000  compared  to a
                           $41,000 net loss last year.

                           Earnings  per diluted  share were $0.03  versus $0.00
                           last year,  with 13.575 million  shares  outstanding.
                           Excluding  the one-time  termination  fee, net income
                           was $1.1 million or $0.08 per diluted share.

                           For the year-to-date, net income was $3.6 million, or
                           an  increase  of 64%  over  the  prior  year  at $2.2
                           million.  Excluding the  termination  fee, net income
                           was $4.4  million  or an  increase  of 100%  over the
                           prior year.

                           Earnings  per  diluted  share were $0.30  compared to
                           $0.20 last year,  up 50%.  The  earnings  per diluted
                           share increase for the  year-to-date  is smaller than
                           the net  income  increase  because  of the IPO shares
                           issued  during  the  second  quarter  of  this  year.
                           Excluding the termination  fee,  earnings per diluted
                           share was $0.36 or an increase of 80%.

                           Our tax  rate  for the  first  half of the  year  was
                           37.3%.

                           Now,  moving on to the  guidance for the last half of
                           2005.   Our  position  going  forward  on  sales  and
                           earnings  guidance  will be to  address  the  current
                           trends  each  quarter  and give you an  update on our
                           full year expectations. Presently we will not comment
                           on  expectations  for 2006, as we need to see how our
                           momentum carries us through the next quarter.

                           From a strategic growth perspective, our future goals
                           are to  continue  to deliver  annual  square  footage
                           growth of  approximately  20% through new stores,  3%
                           comparable  store sales  increases and a range of low
                           to mid-20% long term profit growth.

                           For the  second  half of  2005 we  expect  comparable
                           sales to increase by approximately 3% and total sales
                           increases  ranging from 24% to 26% as the comparisons
                           become  more  difficult  as we move  into the  fourth
                           quarter of 2005.


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CITI TRENDS, INC.                                                         Page 5




                           We plan to open 19 stores in the second half bringing
                           our year total to 40 new store openings.

                           Gross margins should remain approximately constant to
                           the second half of 2004 as margins improved last year
                           as our sales  improved,  particularly  in the  fourth
                           quarter, creating a tougher margin comparison.

                           We do not  expect  leveraging  in SG&A,  particularly
                           with the  additional  "being  public  costs"  that we
                           expect to incur  during the second  half of 2005.  We
                           expect 30 to 40 basis  points  of profit  improvement
                           related to interest  income from IPO proceeds  during
                           the second half.

                           With all of this  said,  the full year  earnings  per
                           diluted  share  should  fall in a range  of  $0.80 to
                           $0.83   based   on  13.4   million   diluted   shares
                           outstanding. I will bring to your attention here that
                           this  $0.80  to $0.83  EPS  range  excludes  the $1.2
                           million  termination  fee.  The EPS range is $0.75 to
                           $0.78 cents including this charge.

                           We expect  the full year tax rate to be  between  37%
                           and 37.5%.

                           With  that,  operator,  I will now turn the call back
                           over to you to take any questions.

Operator                   Thank you sir. Ladies and gentlemen,  at this time if
                           you have a question please press the star followed by
                           the one on your  touchtone  telephone.  If you  would
                           like to withdraw  yourself from the queue, you may do
                           so by pressing the star followed by the two. You will
                           hear  a   three-toned   prompt   acknowledging   your
                           selection  and  your  questions  will be taken in the
                           order that they are  received.  We suggest if you are
                           using  speaker  equipment  to please lift the handset
                           before pressing the buttons.  One moment please,  for
                           our first question.

                           Our first  question  comes from  Dorothy  Lakner with
                           CIBC  World  Markets.   Please  go  ahead  with  your
                           question ma'am.

D. Lakner                  Good morning everyone, and congratulations on a great
                           first quarter out of the box.

E. Anderson                Thank you.

D. Lakner                  A couple of questions. One, if you could give us more
                           color on your new store  performance  compared to the
                           older ones in terms of what


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CITI TRENDS, INC.                                                         Page 6




                           volumes you are now  expecting.  Secondly  you are, I
                           assume,  trying to be conservative in the second half
                           of the  year  with  the  comp  guidance  still at 3%.
                           Obviously  you did much better than that in the first
                           half but you do have more  difficult  comparisons  in
                           the  second.  My  question  would be what comp  would
                           allow you to leverage  costs  beyond the 3% comp that
                           you're currently projecting?

                           Then  lastly,  there's  a been a lot  of  talk  about
                           impact from higher energy prices.  Obviously you have
                           not seen any of that so far and I wonder if you could
                           share  with  us why  you  think  that  is.  One  more
                           question and that is you seem to be doing very,  very
                           well  obviously  with  urban  brands  and some  other
                           mall-based  competitors are not,  particularly in the
                           men's business and I wonder if you could just give us
                           color on why you're doing well? Thanks.

T. Stoltz                  Thank  you,  Dorothy.  I  will  take  the  first  two
                           questions and then I will let Ed answer the last two.

                           In regards to new store  volumes what we have seen on
                           an annual run rate, the best we can estimate for 2004
                           and 2005 is  pretty  substantial  increases.  We told
                           everyone  during the IPO  process  about $1.2 to $1.3
                           million  was going to be our new store  sales  volume
                           that we would expect.  We are running  roughly 10% or
                           so better  than that right now for those two  classes
                           of stores, 2004 and 2005.

                           In terms of  guidance  for the last half of the year,
                           yes,  you are  correct  in what you said.  The second
                           part of that  question  was at what  point  do we get
                           leverage.  Anywhere  north of 3% we should  expect to
                           get some  leverage  in  distribution  and home office
                           costs.

                           With that,  I will let Ed address  the energy and the
                           urban brands questions.

E. Anderson                I think I understand the question,  Dorothy,  as with
                           energy costs being up, are we expecting any impact on
                           our business. Was that your question?

D. Lakner                  Yes,  that  was the  question.  Everyone  seems to be
                           talking about it and you do not seem to be seeing it.

E. Anderson                I think it's  absolutely  true that our  customer  is
                           feeling  the  impact of  additional  energy  costs on
                           their pocketbooks as everyone else is. I think what's
                           a little  different  with us are a couple of  things.
                           One, we have talked about our  customers'  propensity
                           to spend a significant  percentage of their budget on
                           apparel in general and fashion apparel  specifically.
                           There  is some  rebalancing  of  budget  issues  that


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CITI TRENDS, INC.                                                         Page 7




                           obviously has been going on among our customer base.

                           Secondly,   our   stores   are   operated   in  urban
                           neighborhoods  and a lot of our stores are accessible
                           by walk-in  traffic  or bus  lines.  Those two things
                           probably are helping us to some extent.

                           On urban  brands,  the fact  that our  urban  branded
                           business  has  continued  to  be  good,  in  fact  we
                           mentioned earlier that it actually has increased at a
                           higher rate than our average  business  for the first
                           half of this  year.  I  really  cannot  speak  to why
                           others have  struggled in certain urban brands and we
                           want  to  be  very   careful  that  we  do  not  talk
                           specifically    about   which   urban   brands   work
                           particularly  well  for  us  versus  other  ones  for
                           competitive reasons.

D. Lakner                  What I would be interested  in,  particularly  in the
                           men's  businesses  is if you could  share  with us (I
                           guess  George is not  there)  but just  share with us
                           what kinds of looks you are doing well with in men's.

E. Anderson                There has clearly  been a trend.  You are right,  our
                           chief  merchant's  not here on this phone  call,  but
                           there's clearly been a trend over the last year, year
                           and a half toward a more  cleaned up, less  cluttered
                           look,  more solid colors of shirts and pants  working
                           in men's.  That has been going on and that  continues
                           to go on in our business.

D. Lakner                  Great.

Operator                   Sir, our next  question  comes from Jeff  Klinefelter
                           with  Piper  Jaffray.   Please  go  ahead  with  your
                           question, sir.

J. Klinefelter             Congratulations  on a  great  quarter.  A  couple  of
                           questions  Ed.  If you  could  talk  more on your new
                           store  productivity.  I understand  running about 10%
                           above your model. Any insights into these new markets
                           for 2005,  how they are  tracking  that might help us
                           appreciate  your potential as you go in over the next
                           two years into these new markets?

                           Also on the  categories,  very strong  performance in
                           men's.  If I recall,  your men's was very strong last
                           year in the second half. As we enter the second half,
                           do you see  momentum  coming or faster  growth  rates
                           coming out of the women's, junior's and home area?

E. Anderson                Just to  reiterate  what Tom said.  Our new stores in
                           2004  performed  at a higher  rate  than our  average
                           stores  by at  least  10% or so.  The note I made was
                           that our 2005 stores are actually performing somewhat
                           higher than that.


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                           So our new store productivity on a per store basis is
                           running  somewhat  higher than our chain  average and
                           that has been  true  since  2004 and the good news is
                           that has continued  with our 2005 group of stores.  I
                           would  also  add  that on a per  foot  basis  our new
                           stores  are  tracking  pretty   comparable  with  our
                           existing store group. So as we add new stores, we are
                           getting a commensurate increase in sales.

J. Klinefelter             Ed has  anything  changed  with those new markets you
                           have  entered  this  year in  terms  of the  types of
                           locations you are going into, the types of peers that
                           are in those malls?  Anything that's changed in terms
                           of   your   expansion   that   would   explain   this
                           acceleration   other   than   perhaps   a   different
                           population density?

E. Anderson                The 21 stores we have opened so far in 2005, again as
                           we said before, we opened these stores in the same 12
                           states that we operated  in at the  beginning  of the
                           year  so we are  operating  essentially  in the  same
                           general  geographic  territory we have opened before.
                           We  obviously  have  opened  in new towns and we have
                           back filled this into some existing markets.

                           We  have  not  changed  anything  about  the  type of
                           shopping  center  we are  looking  for.  We have  not
                           changed  anything about our  demographics  profile or
                           our co-tenant structure.  So these stores, again as I
                           pointed  out  earlier,  the  size  of the  stores  is
                           essentially  the same and the kinds of markets we are
                           going into are essentially the same.

                           I will pre-answer a question as far as new markets in
                           2005. Again all of the stores are in existing states,
                           most of them are in existing  general markets we have
                           operated  in before.  The two new  markets in 2005 so
                           far have been Dallas, Texas and San Antonio, Texas.

                           Jeff, just to reiterate,  the answer to your question
                           is  nothing  has  really  changed.  The  size  of the
                           stores, the profiles,  the co-tenants are the same as
                           they were before.

J. Klinefelter             Great. How about in terms of the product  categories?
                           Maybe  a run  rate,  a  percent  of  total  that  the
                           categories   represent  here  in  2005  year-to-date.
                           Should we expect to see the  growth  rates in some of
                           the categories  outside of men's accelerate faster as
                           men's is up against some tougher  comps in the second
                           half?

E. Anderson                That was your second question,  you were asking about
                           the men's  comps and the fact  that  men's  comps had
                           increased  into the second  half of last year and are
                           we expecting any changes in that.


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CITI TRENDS, INC.                                                         Page 9




                           We pointed  out  earlier  that the comp sales for the
                           second  quarter,  and we showed you men's at over 18%
                           in the quarter,  men's  clearly had tougher  comps in
                           the  first  half  of 2004  than  most  of  the  other
                           divisions  did.  Men's was going  against some easier
                           comps and those comps do get more  difficult as we go
                           into the second quarter.

                           Without  promising  sales different than what Tom has
                           told you, we do not see any consequential  changes in
                           our mix going  forward  into the second  half than we
                           have had so far in the first half of 2005.

J. Klinefelter             Great. Thank you very much.

Management                 Thanks.

Operator                   Thank you sir.  Our next  question  comes from Joseph
                           Teklits  with  Wachovia  Securities.  Please go ahead
                           with your question.

J. Teklits                 Thanks. Gentlemen, good morning.

Management                 Good morning.

J. Teklits                 Nice  presentation  as well this morning,  your first
                           try at it.

Management                 Thank you.

J. Teklits                 Back to the nationally  recognized brands driving the
                           business,  are you finding  yourself able to get more
                           merchandise  that would be  categorized as nationally
                           recognized?  Is  being  public  helping  you,  is the
                           exposure of being public  helping you at all? Is that
                           driving things a bit?

E. Anderson                I do not  believe  the fact  that we are  public  has
                           really changed our relationships  with any suppliers.
                           I think  what  has  changed  our  relationships  with
                           suppliers  are a couple of things.  Our  company  has
                           grown in size and as we have  grown,  we have  become
                           able  to  write  larger  orders  and to  make  larger
                           closeout buys, for example,  and to be more important
                           to a lot of suppliers. Our size has helped us and our
                           general relationships over time, relationships with a
                           lot of branded  manufacturers take some time to build
                           and I think those  relationships have been built over
                           time and that is resulting in our  capability  to buy
                           correctly and to sell pretty consequential amounts of
                           these brands.

J. Teklits                 I am trying to figure out if also the  percentage  of
                           your  merchandise  in your stores  today  versus last
                           year or the  year  before  is more  heavily  weighted
                           toward nationally recognized brands.


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E. Anderson                It is. Maybe this is the time to make the point here.
                           Our company does not have any targets  toward branded
                           merchandise   versus  non-branded   merchandise.   We
                           basically   let  the  branded   sales  take  care  of
                           themselves  and if the  brands  are hot we  sell  the
                           brands,  if they  are not as hot we will  back off of
                           them. That is what has happened this year.

                           We believe our customer  reacts to fashion  first and
                           brands  second  and what is really  been going on, we
                           believe,  is the  brands we sell have  actually  been
                           correct fashion-wise with the right styles and colors
                           and looks.  We think that is as important as anything
                           else. We are not forcing the issue with brands, it is
                           basically finding its own level.

J. Teklits                 Makes sense.  Two more  questions  for you Ed. First,
                           you said  something  about  August,  how the momentum
                           continues. Can you speak at all to the fall season as
                           how  it is  beginning  to  play  out  so  far?  Is it
                           different  than  you  have  seen in the  past?  Is it
                           later, earlier, any quirks to it that you are seeing?

                           Secondly, to follow up on Jeff's question, you opened
                           Baltimore,  Washington last year and the furthest you
                           have   pushed   north   into   a   very   significant
                           metropolitan  area.  Can you comment on what you have
                           learned up here and how those stores are performing?

E. Anderson                Regarding  the  first  question  and how we see  fall
                           playing itself out versus  previous falls, we have to
                           be careful here because  August really kicks off fall
                           and we have not talked much about  August.  I did say
                           that the momentum from the first half of the year has
                           continued  into  August.  I guess  that is a positive
                           comment about the beginning of the second half of the
                           year.

                           We do not see at this  point the  second  half of the
                           year  necessarily  offering any different  challenges
                           than the first half of the year did.  We have  softer
                           comps at the beginning of the second half of the year
                           but  remember,  we ended the second half of 2004 on a
                           very  strong  note back in  December so we do not see
                           the second half  necessarily  playing  out. You heard
                           Tom's  guidance so I am not backing away from what he
                           told you but we do not see it as far as anything else
                           setting up differently.

                           As far as  locations  go and as far as specific  real
                           estate locations,  you asked about Baltimore. We have
                           three stores in the general area of Baltimore, two in
                           Baltimore and one very near the District of Columbia.
                           Those stores to this point have  under-performed  our


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CITI TRENDS, INC.                                                        Page 11




                           expectations  and the  average of typical new stores.
                           The short  answer to your  question is that they have
                           under-performed slightly.

                           What I would  point out to you is more often than not
                           when  Citi  Trends  opens a new  market,  our  stores
                           accelerate   pretty  quickly.   Sometimes  in  larger
                           markets our sales do not take off as quickly.  As you
                           all may know, we advertise very little, even at grand
                           openings.  While  we do a grand  opening  advertising
                           event, we do not spend a significant  amount of money
                           on grand openings.

                           I will give an  analogy  here to try to  answer  your
                           question  Joe. A couple of markets we have  opened in
                           the last  couple of years  that we view to be similar
                           to Baltimore. One is Richmond,  Virginia, and another
                           one is Orlando, Florida. These were markets opened in
                           2003 and 2004 that got off to decent  starts  but not
                           really up to what we  thought  they  might do. I will
                           tell you that now with a year plus behind us in those
                           markets,  Richmond  and Orlando are running  near the
                           lead  in the  entire  company  in  comp  store  sales
                           increases  this year as customers have gotten to know
                           Citi Trends and those stores have gained traction.

                           We expect that  eventually  will happen in Baltimore.
                           In fact,  our recent  results in  Baltimore,  we have
                           seen  positive  results in the very recent  couple of
                           months. We are very confident of our ultimate success
                           in  that  market.  In  fact,  we  have  approved  two
                           additional  locations in the Baltimore area that will
                           be coming on-line  perhaps one this fall and one next
                           spring.

J. Teklits                 I appreciate that and good luck.

T. Stoltz                  Thanks.

Operator                   Thank you sir. Our next question comes from Elizabeth
                           Montgomery with SG Cowen. Please go ahead ma'am.

E. Montgomery              Hi. Congratulations on a really good quarter.

Management                 Thank you.

E. Montgomery              I  was   wondering  if  you  could   comment  on  the
                           performance  of the  store  in  Houston,  some of the
                           newer  stores  that  may be  targeting  the  Hispanic
                           consumers.

E. Anderson                As you all know,  the  demographic  that the  company
                           works  toward  and  where we locate  stores  has been
                           predominantly  African  American   demographics.   In
                           Houston,  the Hispanic  population is


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CITI TRENDS, INC.                                                        Page 12




                           significant and we have located  several stores,  two
                           or  three  stores  in  Houston   where  the  Hispanic
                           population  is  actually  greater  than  the  African
                           American  population.  I will tell you that virtually
                           all of the  stores in  Houston,  irrespective  of the
                           demographic profile, have been successful so far.

E. Montgomery              They are  tracking  in line  with the  average  store
                           across the base?

E. Anderson                Absolutely. Yes.

E. Montgomery              I had a  question  about  merchandising  on the men's
                           side or maybe not merchandising but the comp trend. I
                           was trying to  remember  in the second  quarter  last
                           year,  that was the time that the men's  business was
                           having  a lower  average  transaction  price,  right,
                           because of a fashion shift?

E. Anderson                I do not  remember us ever  telling you that.  I will
                           tell you though  that men's  business  was  difficult
                           last year in the second  quarter.  Actually the first
                           half of last year,  the men's  business  was  running
                           below the chain average.

E. Montgomery              I am a little surprised that the average  transaction
                           was flat given that you were comping  against  weaker
                           or lower  average  transaction  levels  in the  men's
                           business last year, if I am remembering correctly.

E. Anderson                We do not have those  statistics in front of us and I
                           am not sure we would even disclose  transaction  size
                           by  category  if we  did  have  them,  but  I do  not
                           remember   that.  I  just  remember  that  the  men's
                           business had been difficult among our businesses last
                           year  through  the first and second  quarter and then
                           started gaining traction into the second half and has
                           obviously  continued  through  the first half of this
                           year.

E. Montgomery              Thanks a lot, good luck.

E. Anderson                Thank you, Beth.

Operator                   Thank you  ma'am.  Our next  question  is a follow up
                           question from Jeff Klinefelter. Please go ahead sir.

J. Klinefelter             I wonder  if you  could  share  with us the  interest
                           expense and tax rate  information for the quarter.  I
                           noticed  it was  not in the  press  release  and I am
                           wondering  if there is some color that you could shed
                           on that.

T. Stoltz                  For the first  half of the year,  I said that the tax
                           rate was 37.3%. Each


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CITI TRENDS, INC.                                                        Page 13




                           quarter  we look at where we are on the  taxes and we
                           adjust accordingly. As far as interest expense, if my
                           memory serves me, that was a $55,000  expense for the
                           quarter.

J. Klinefelter             Great, thank you.

T. Stoltz                  Thanks.

Operator                   Thank you sir.  Our next  question  comes from Peyton
                           Roberts  with  Morgan  Keegan.  Go  ahead  with  your
                           question, sir.

P. Roberts                 I am a broker  in  Lexington.  Is there an  outlet in
                           this area that I can visit?  Secondly, do you have an
                           ideal sales per unit per store? It seems to me when I
                           did this on the offering it seemed small to me.

E. Anderson                You are in  Lexington,  Kentucky?  We do not have any
                           stores in Lexington,  Kentucky today. We intend to go
                           to Lexington, Kentucky next year but we are not there
                           today.   The  closest   store  to  you  today  is  in
                           Nashville, Tennessee.

                           As far as our new store size expectations go, Tom, go
                           ahead and tell him the answer to that.

T. Stoltz                  The new  store  size  selling  square  feet is around
                           10,000 feet in selling  space.  In terms of unit,  is
                           that what you were looking  for,  the square  footage
                           size?  I want to make  sure we answer  your  question
                           correctly.

P. Roberts                 I'm  not  sure I can  ask  it  correctly  but  just a
                           general  idea  of  revenues  per  store  annually  or
                           monthly?

T. Stoltz                  Roughly  $1.1  to $1.2  million  is  what  the  chain
                           averages on a 12 month basis right now.

P. Roberts                 Thank you very much.

T. Stoltz                  Thanks.

Operator                   Thank you sir.  Gentlemen,  at this time there are no
                           further questions. Please continue.

E. Anderson                If there are no further  questions  and we understand
                           that  to be  the  case,  we  thank  all  of  you  for
                           listening  to us on this  phone  call.  Thank you for
                           your  questions  and we will look forward to our next
                           phone call. Thank you very much.

Operator                   Thank  you  sir.  Ladies  and  gentlemen,  this  does
                           conclude the Citi


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CITI TRENDS, INC.                                                        Page 14




                           Trends' second quarter  conference call. If you would
                           like to listen to a replay of today's  teleconference
                           you   may  do  so  by   dialing   1-800-405-2236   or
                           303-590-3000  and enter access code  11037385.  Thank
                           you  all  for   your   participation.   You  may  now
                           disconnect.


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