Prospectus Supplement No. 3                     Filed Pursuant to Rule 424(b)(3)
Dated November 26, 2002                               Registration No. 333-98741
(to Prospectus dated October 2, 2002)                        Cusip No. 161133AC7

                                  $150,000,000

                             CHARMING SHOPPES, INC.

                   4.75% Senior Convertible Notes due 2012 and
             the Common Stock issuable upon conversion of the Notes


     The following table supplements the information set forth on pages 33 to 36
in the prospectus under Selling Securityholders with respect to the selling
securityholders and the principal amount of notes beneficially owned by such
selling securityholders that may be offered and sold pursuant to the prospectus
dated October 2, 2002, as previously supplemented. This prospectus supplement is
not complete without, and may not be delivered or utilized except in connection
with, the prospectus and any previous prospectus supplements.





                                 Principal Amount                       Number of            Number of         Percentage
                                  At Maturity of                        Shares of             Shares of         of Common
                                Notes Beneficially   Percentage       Common Stock          Common Stock          Stock
                                  Owned that May      of Notes         Owned Prior            that May         Outstanding
             Name                    Be Sold         Outstanding     to the Offering         Be Sold (1)           (2)

                                                                                                    
American Samoa Government             $32,000             *               3,239                3,239                *

Cooperneff Convertible
  Strategies (Cayman) Master
  Fund                              1,440,000             *             145,749              145,749                *

Sturgeon Limited                      405,000             *              40,992               40,992                *
--------------------------

* Less than 1%

(1)  Assumes conversion of all of the holder's notes at a conversion price of
     $9.88. However, this conversion price is subject to adjustment as described
     under "Description of Notes-Conversion of Notes." As a result, the amount
     of common stock issuable upon conversion of the notes may increase or
     decrease in the future.

(2)  Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 112,763,060
     shares of common stock outstanding as of September 18, 2002. In calculating
     this amount, we treated as outstanding the number of shares of common stock
     issuable upon conversion of that particular holder's notes. However, we did
     not assume the conversion of any other holder's notes.



     Because the selling securityholders listed above and in the prospectus
under the caption Selling Securityholders may, pursuant to the prospectus, as
supplemented, offer all or some portion of the notes, no estimate can be given
as to the amount of notes that will be held by the selling securityholders upon
termination of any such sales.

     Furthermore, the selling securityholders identified in the table set forth
in the prospectus under the caption Selling Securityholders may have sold,
transferred or otherwise disposed of all or a portion of their notes or common
stock since the date on which they provided us with information regarding their
notes or common stock, and we have not made any independent inquiries as to the
foregoing.

     Unless otherwise noted, all information provided in this prospectus
supplement is as of November 26, 2002.