SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Hampshire Equity Partners II, L.P. (Last) (First) (Middle) 520 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/17/2005	3. Issuer Name and Ticker or Trading Symbol Citi Trends Inc [ CTRN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) See Exhibit 99.1	5. If Amendment, Date of Original Filed (Month/Day/Year) 05/17/2005
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share	7,546,404(1)	D(2)
Common Stock, par value $.01 per share	1,255,486	D(3)
Common Stock, par value $.01 per share	25,109	D(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (1999 Stock Option Plan)	08/02/2003	08/02/2013	Common Stock, par value $.01 per share	37,050(1)	3.6154	D(2)
Stock Options (1999 Stock Option Plan)	10/30/2004	10/30/2014	Common Stock, par value $.01 per share	29,562(1)	6.8462	D(2)

1. Name and Address of Reporting Person* Hampshire Equity Partners II, L.P. (Last) (First) (Middle) 520 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Hampshire Equity Partners Cayman D.B. II, LP (Last) (First) (Middle) 520 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Hampshire Equity Partners Cayman II LP (Last) (First) (Middle) 520 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Lexington Equity Partners Cayman II, LP (Last) (First) (Middle) 520 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Lexington Equity Partners II, L.P. (Last) (First) (Middle) 520 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Lexington Equity Partners II, Inc. (Last) (First) (Middle) 520 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. The Form 3 filed on May 17, 2005, as amended by a Form 3/A filed on May 23, 2005 (as amended, the "Original Form 3") erroneously included the 66,612 stock options reported under Table II of this amendment in the aggregate number of shares reported in column 2 of Table I.

2. These shares and options are held in the name of Hampshire Equity Partners II, L.P. ("HEP II"). Lexington Equity Partners II, Inc. is the general partner of Lexington Equity Partners II, L.P., which is the general partner of HEP II. Lexington Equity Partners II, Inc. is the ultimate beneficial owner of all shares and options reported hereunder.

3. These shares are held in the name of Hampshire Equity Partners Cayman D.B. II, L.P. ("HEP D.B. II"). Lexington Equity Partners II, Inc. is the general partner of Lexington Equity Partners Cayman II, L.P., which is the general partner of HEP D.B. II. Lexington Equity Partners II, Inc. is the ultimate beneficial owner of all shares and options reported hereunder.

4. These shares are held in the name of Hampshire Equity Partners Cayman II, L.P. ("HEP Cayman II"). Lexington Equity Partners II, Inc. is the general partner of Lexington Equity Partners Cayman II, L.P., which is the general partner of HEP Cayman II. Lexington Equity Partners II, Inc. is the ultimate beneficial owner of all shares and options reported hereunder.

Remarks:

The aggregate number of beneficially owned shares reported hereby was previously reported on the Original Form 3. The aggregate beneficial ownership of the Reporting Persons has not changed since such filings.

	HAMPSHIRE EQUITY PARTNERS II, L.P. By: Lexington Equity Partners II, L.P., its General Partner By: Lexington Equity Partners II, Inc., its General Partner By:/s/ Gregory P. Flynn Name: Gregory P. Flynn Title: Vice President	04/03/2007
	HAMPSHIRE EQUITY PARTNERS CAYMAN D.B. II, L.P. By: Lexington Equity Partners Cayman II, L.P., its General Partner By: Lexington Equity Partners II, Inc., its General Partner By:/s/ Gregory P. Flynn Name: Gregory P. Flynn Title: Vice President	04/03/2007
	HAMPSHIRE EQUITY PARTNERS CAYMAN II, L.P. By: Lexington Equity Partners Cayman II, L.P., its General Partner By: Lexington Equity Partners II, Inc., its General Partner By:/s/ Gregory P. Flynn Name: Gregory P. Flynn Title: Vice President	04/03/2007
	LEXINGTON EQUITY PARTNERS II, L.P. By: Lexington Equity Partners II, Inc., its General Partner By:/s/ Gregory P. Flynn Name: Gregory P. Flynn Title: Vice President	04/03/2007
	LEXINGTON EQUITY PARTNERS CAYMAN II, L.P. By: Lexington Equity Partners II, Inc., its General Partner By:/s/ Gregory P. Flynn Name: Gregory P. Flynn Title: Vice President	04/03/2007
	LEXINGTON EQUITY PARTNERS II, INC. By:/s/ Gregory P. Flynn Name: Gregory P. Flynn Title: Vice President	04/03/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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                                                                    Exhibit 99.1

     Hampshire  Equity Partners II, L.P. ("HEP II") is a 10% holder of record of
common stock of Citi Trends,  Inc. ("Citi  Trends").  Hampshire  Equity Partners
Cayman D.B. II, L.P. ("HEP D.B. II") and Hampshire  Equity  Partners  Cayman II,
L.P.  ("HEP Cayman II" and together with HEP II and HEP D.B. II, the  "Hampshire
Funds") are also record  holders of common  stock of Citi  Trends,  Inc. and are
controlled  by the entity that also  controls  HEP II. See  footnotes 2, 3 and 4
regarding beneficial ownership of shares held by the Hampshire Funds.