SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Horowitz Steven Jay (Last) (First) (Middle) C/O CITI TRENDS, INC. 104 COLEMAN BLVD. (Street) SAVANNAH GA 31408 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Citi Trends Inc [ CTRN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. VP of RE and Constr.
	3. Date of Earliest Transaction (Month/Day/Year) 03/30/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/30/2011		F		304	D	$22.33	11,692	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	Henry S. Thompson, as attorney-in-fact	04/01/2011
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SECTION 16
POWER OF ATTORNEY
     Know all by these present, that the undersigned hereby constitutes and
 appoints Bruce D Smith, Chief Financial Officer of Citi Trends, Inc. (the
"Company"), and Henry Thompson, the Company's Director of Finance, or any of
 them, the undersigned's true and lawful attorney-in-fact to
      (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or 10% shareholder of the Company,
Points 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;
       (2) do and perform any and all acts for and on
behalf of the undersigned which may be necessary or desirable
to complete and execute any such Faun 3, 4, or 5 and
timely file such form with the Securities and
Exchange Commission and any stock exchange or
similar authority, and
       (3) take any other action of any type
whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by such attorney-in-fact
 on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's discretion.
      The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be done
in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.
      This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms3, 4, and 5
with respect to the undersigned's holdings of and transactions
in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact. In affixing his or her signature to this
Power of Attorney, the undersigned hereby revokes any and all
previously executed Powers of Attorney for the same or similar purposes.
      IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 24th  day of March 2011.
        /s/ Steven Jay Horowitz