UNITED ~~STATESSECURITIES~~STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

–––––––––––––––––––––––

FORM 8-K

CURRENT ~~REPORTPURSUANT~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF ~~THESECURITIES~~THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~May~~June 412, 2006

~~Deb Shops, Inc.~~––––––––––

Deb Shops, Inc. ––––––––––––––––––––––– (Exact Name of Registrant as Specified in Charter)

Pennsylvania	0-12188	023-~~12188~~1913593	~~23-1913593~~
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
9401 Blue Grass Road,
Philadelphia, Pennsylvania			19114
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (215) 676-6000

9401 Blue Grass Road, Philadelphia, Pennsylvania	19114

(Address of Principal Executive Offices)	(Zip Code)

~~Not~~Registrant's ~~Applicable~~telephone number, including area code: (215) 676-6000

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 (see General Instruction A.2. below):

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

~~Item~~[ ~~2.02.Results~~] ofSoliciting ~~Operations~~material ~~and~~pursuant ~~Financial~~to ~~Condition~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

On[ ~~May~~] 4,Pre-commencement ~~2006,~~communications ~~Deb~~pursuant ~~Shops,~~to ~~Inc.~~Rule 14d-2(~~the “Company”~~b) ~~issued~~under ~~a press release announcing its sales results for~~ the ~~month~~Exchange ofAct ~~April~~(17 ~~and~~CFR ~~its first quarter ended April 30, 2006~~240. ~~A copy of the press release is attached hereto as Exhibit 99.1.~~14d-2(b))

~~The~~[ ~~information~~] ~~hereunder~~Pre-commencement ~~shall~~communications ~~not~~pursuant ~~be deemed~~ to beRule ~~“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934~~ 13e-4(~~the “Exchange Act”~~c) ~~or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing~~ under the ~~Securities Act of 1933 or the~~ Exchange Act, ~~except~~(17 asCFR ~~shall be expressly set forth by specific reference in such a filing~~240.13e-4(c))

~~Item 9.01.Financial Statements and Exhibits.~~––––––––––

	(c) Exhibits
	The following exhibit is furnished with this Current Report on Form 8-K:
	Exhibit No.	Description
	99.1	Press release, dated May 4, 2006, captioned “DEB SHOPS, INC. REPORTS APRIL AND FIRST QUARTER SALES.”

Item 1.01. Entry into a Material Definitive Agreement.

On June 12, 2006, Deb Shops, Inc. (the "Company") entered into a Fourth Amendment to Lease Agreement (the "Amendment") with Blue Grass Partnership (the "Partnership") to amend the terms of the parties' existing lease agreement under which the Company leases from the Partnership its warehouse and office facility totaling approximately 280,000 square feet. The partners of the Partnership are Marvin Rounick, Director, President and Chief Executive Officer of the Company, Warren Weiner, Director, Executive Vice President, Secretary and Treasurer of the Company, Jack A. Rounick, Director and Assistant Secretary of the Company, and their respective spouses.

The Amendment extended the term of the existing lease for an additional five-year period commencing on June 15, 2007 and terminating on June 14, 2012. The minimum rent for the extended term is $2.50 per square foot. The foregoing description is qualified in its entirety by reference to the provisions of the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit
No.

Description

10.1 Fourth Amendment of Lease Agreement by and between the Company and the Partnership dated June 12, 2006.

-2-

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.

	DEB SHOPS, INC.
Dated: May 4, 2006	By:	Barry J. Susson
		Barry J. Susson Chief Financial Officer

	DEB SHOPS, INC.

Dated: June 14, 2006	By: /s/ Stanley A. Uhr Stanley A. Uhr Vice President and Corporate Counsel

-3-

Back to Contents

EXHIBIT INDEX

The following exhibit is ~~furnished~~filed as part of this Current Report on Form 8-K:

Exhibit No.	Description
99.1*	Press release, dated May 4, 2006, captioned “DEB SHOPS, INC. REPORTS APRIL AND FIRST QUARTER SALES.”
	* Filed electronically herewith.

Exhibit
No.

Description

10.1* Fourth Amendment of Lease Agreement by and between the Company and the Partnership dated June 12, 2006.

* Filed electronically herewith.

-4-

Filing Compare · DEB SHOPS INC