8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 4, 2007

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.)

450 WINKS LANE, BENSALEM, PA	19020
(Address of principal executive offices)	(Zip Code)

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:

[  ]	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 1.02.  Termination of a Material Definitive Agreement.

On April 30, 2007, Charming Shoppes, Inc. (the “Company”) called for redemption all of its 4.75% Senior Convertible Notes due 2012 (the “2012 Notes”).  On June 4, 2007, the Company completed the redemption of all of its 2012 Notes.  Holders of $149.956 million of the 2012 Notes exercised their right, pursuant to the terms of the 2012 Notes, to convert their 2012 Notes into approximately 15.1 million shares of Charming Shoppes, Inc. common stock at a conversion price of $9.88 per share.  Holders of $43,000 aggregate principal amount of the 2012 Notes who did not convert redeemed their 2012 Notes for an aggregate of $44,040.19, or 102.38% per $1,000 principal amount of the 2012 Notes, plus accrued and unpaid interest up to, but excluding, June 4, 2007.

As a result of the redemption of the 2012 Notes, the Indenture dated as of May 4, 2002 between the Company and Wachovia Bank, National Association, as trustee is, in all material respects, no longer binding on the Company. The Company did not incur any early termination penalties in connection with the redemption of the 2012 Notes beyond the premium reflected in the redemption price described above.

To the extent required by Item 1.02 of Form 8−K, the information contained in or incorporated by reference in Item 8.01 of this report is incorporated by reference in this Item 1.02.

Item 8.01.  Other Events.

On June 6, 2007, Charming Shoppes, Inc. issued a press release announcing the completion of its previously announced redemption of all of its 4.75% Senior Convertible Notes due 2012.  A copy of the press release is included as Exhibit 99.1 hereto and is incorporated herein by reference.

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Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated June 6, 2007 announcing the completion of Charming Shoppes, Inc.’s redemption of its 4.75% Senior Convertible Notes due 2012

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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.
	(Registrant)
Date:   June 8, 2007	/S/ ERIC M. SPECTER
	Eric M. Specter
	Executive Vice President
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated June 6, 2007 announcing the completion of Charming Shoppes, Inc.’s redemption of its 4.75% Senior Convertible Notes due 2012

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EX-99.1

EXHIBIT 99.1

For Immediate Release

CHARMING SHOPPES, INC. ANNOUNCES COMPLETION OF REDEMPTION, CONVERSION OF 4.75% SENIOR CONVERTIBLE NOTES DUE 2012

Bensalem, Pa., June 6, 2007 – Charming Shoppes, Inc. (NASDAQ:  CHRS), announced today the completion of its previously announced redemption of all of its $150 million aggregate principal amount 4.75% Senior Convertible Notes due 2012 (the “2012 Notes”).

Following the April 30, 2007 announcement of the redemption, holders of $149.956 million of the 2012 Notes exercised their right, pursuant to the terms of the 2012 Notes, to convert their notes into 15,145,556 shares of Charming Shoppes, Inc. common stock.  The 2012 Notes were convertible into common stock of Charming Shoppes, Inc. at a conversion price of $9.88 per share.  As provided in the indenture, each $1,000 principal amount of the 2012 Notes was exchangeable for 101.21 shares of Charming Shoppes, Inc. common stock, with fractional shares settled in cash.

Holders of $43,000 aggregate principal amount of the 2012 Notes who did not convert redeemed their 2012 Notes for an aggregate of $44,040.19, or 102.38% per $1,000 principal amount of the 2012 Notes, plus accrued and unpaid interest up to, but excluding, June 4, 2007.

As of June 1, 2007, Charming Shoppes had approximately 113.5 million basic shares of its common stock outstanding.  The shares issued in connection with the conversion of the 2012 Notes have increased Charming Shoppes’ total outstanding basic shares of common stock to approximately 128.6 million shares.  Prior to the conversion and the redemption of the 2012 Notes, Charming Shoppes’ weighted average diluted share count of 139.9 million shares for the quarterly period ended May 5, 2007 included 15.2 million shares related to the 2012 Notes, as required pursuant to SFAS 128, Earnings Per Share. Because the shares issued in connection with the conversion of the 2012 Notes were previously included in Charming Shoppes' diluted share count, the conversion of the 2012 Notes will not result in an increase in Charming Shoppes’ diluted share count.

As previously announced, Charming Shoppes, Inc. issued $250 million aggregate principal amount of 1.125% senior convertible notes due 2014 (the “2014 Notes”) on April 30, 2007, and an additional $25 million aggregate principal amount of 2014 Notes following initial purchasers’ exercise of their over-allotment option on May 11, 2007.  Concurrent with the initial issuance of the 2014 Notes on April 30, 2007, Charming Shoppes had repurchased 10.3 million of its common shares, at a value of approximately $131 million.  The Company has previously stated that it intends to repurchase additional shares valued at approximately $80 - $100 million throughout the remainder of the current fiscal year.  In aggregate, these share repurchases are intended to offset any share dilution related to the conversion of the 2012 Notes.

Charming Shoppes, Inc. operates 2,396 retail stores in 48 states under the names LANE BRYANT®, FASHION BUG®, FASHION BUG PLUS®, CATHERINES PLUS SIZES®, LANE BRYANT OUTLET™, and PETITE SOPHISTICATE OUTLET™.  Apparel, accessories, footwear and gift catalogs, including the following titles, are operated by Charming Shoppes’ Crosstown Traders:  Old Pueblo Traders, Bedford Fair, Willow Ridge, Lew Magram, Brownstone Studio, Regalia, Intimate Appeal, Monterey Bay Clothing Company, Coward Shoe and Figi's.  Please visit www.charmingshoppes.com for additional information about Charming Shoppes, Inc.

CONTACT:	Gayle M. Coolick
	Director of Investor Relations
	215-638-6955