UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OROr 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May 15~~June 1, 2012

CHARMING SHOPPES, INC.

(Exact name of registrant as specified in its charter)



PENNSYLVANIA	000-07258	23-1721355
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3750 STATE ROAD, BENSALEM, PA 19020 (Address of principal executive offices) (Zip Code)



3750 STATE ROAD, BENSALEM, PA	19,020
(Address of principal executive offices)	(Zip Code)

~~(215) 245-9100 (~~Registrant's telephone number, including area code (215) 245-9100

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 82.0102. ~~Other~~ Results ~~Events~~of Operations and Financial Condition.

On ~~May 15~~June 1, 2012, ~~Charming~~we ~~Shoppes, Inc., a Pennsylvania corporation (the “Company”),~~ issued a press release ~~announcing that~~reporting, ~~pursuant~~among toother ~~the~~things, ~~terms~~our ofsales ~~the~~and ~~indenture~~operating ~~(the~~results ~~“Indenture”)~~for ~~governing~~the ~~its~~three ~~1.125%~~month ~~Senior~~period ~~Convertible~~ended ~~Notes due 2014 (the “Notes”)~~April 28, ~~holders of the Notes have a right to convert their Notes according to the terms of the Indenture~~2012. A The ~~copy of the~~ press release is attached ~~to this Report~~ as Exhibit 99.1 ~~and~~to ~~is incorporated into~~ this ~~Item 8~~report.~~01 by reference.~~

OnIn ~~May~~accordance 15with general instruction B.2 to Form 8-K, ~~2012~~the information included in this Item 2.02, and the ~~Company~~exhibits ~~sent~~attached ahereto, ~~Notice~~shall ofbe ~~Right~~deemed to ~~Convert~~be to“furnished” ~~the~~and ~~holders~~shall ofnot ~~the~~be ~~Notes. A~~deemed ~~copy~~to ofbe “filed” with the ~~Notice~~Securities isand ~~attached~~Exchange toCommission ~~this~~for ~~Report~~purposes asof ~~Exhibit~~Section ~~99.2~~18 ~~and~~of isthe ~~incorporated~~Securities ~~into~~Exchange ~~this~~Act ~~Item~~of ~~8.01~~1934, byas ~~reference~~amended.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated ~~May~~June 151, 2012.
99.2	Notice of Right to Convert, delivered on May 15, 2012, to Holders of 1.25% Senior Convertible Notes due 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~CHARMING SHOPPES, INC.~~	CHARMING SHOPPES, INC.
	~~(Registrant)~~	(Registrant)
Date: May 15, 2012	/S/ ERIC M. SPECTER
Date:	June 1, 2012	/S/ ERIC M. SPECTER
	~~Eric M. Specter~~	Eric M. Specter
	~~Executive Vice President~~	Executive Vice President
	~~Chief Financial Officer~~	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated ~~May~~June 151, 2012.
99.2	Notice of Right to Convert, delivered on May 15, 2012, to Holders of 1.25% Senior Convertible Notes due 2014.

Filing Compare · CHARMING SHOPPES INC