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* Mazzola Jason T (Last) (First) (Middle) C/O CITI TRENDS, INC. 104 COLEMAN BLVD. (Street) SAVANNAH GA 31408 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/13/2012	3. Issuer Name and Ticker or Trading Symbol Citi Trends Inc [ CTRN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Exec. VP and CMO	5. 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 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)

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

Explanation of Responses:

No securities are beneficially owned.

	/s/ Henry Thompson, as attorney-in-fact	02/14/2012
	** 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).
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.

EXHIBIT 24.1
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, Forms 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 Form 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 Forms 3, 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 9th day of February, 2012.

/s/ Jason T. Mazzola

Jason T. Mazzola




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