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 16, 2008

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)

(215) 245-9100

(Registrant’s telephone number, including area code)

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 7.01.  Regulation FD Disclosure.

On June 16, 2008 we are scheduled to participate in a series of individual investor meetings in New York beginning at 9:00 a.m., Eastern time.  A copy of the slide presentation we are using during the meetings is attached as Exhibit 99.1 to this Report on Form 8-K.

Our presentation contains certain forward-looking statements concerning our operations, performance, and financial condition.  Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those indicated.  Such risks and uncertainties may include, but are not limited to: the failure to consummate our identified strategic solution for our non-core misses apparel catalog titles and the refinancing of certain real estate assets; the failure to effectively implement our planned cost and capital budget reduction plans; the failure to effectively implement our plans for consolidation of the Catherines Plus Sizes brand; a new organizational structure and enhancements in our merchandise and marketing; the failure to generate a positive response to our new Lane Bryant catalog and the Lane Bryant credit card program; the failure to implement our business plan for increased profitability and growth in our retail stores and direct-to-consumer segments; the failure to successfully implement our expansion of Cacique through new store formats; the failure to achieve improvement in our competitive position; adverse changes in costs vital to catalog operations, such as postage, paper and acquisition of prospects; declining response rates to catalog offerings; the failure to maintain efficient and uninterrupted order-taking and fulfillment in our direct-to-consumer business; changes in or miscalculation of fashion trends; extreme or unseasonable weather conditions; economic downturns; escalation of energy costs; a weakness in overall consumer demand; the failure to find suitable store locations; increases in wage rates; the ability to hire and train associates; trade and security restrictions and political or financial instability in countries where goods are manufactured; the interruption of merchandise flow from our centralized distribution facilities; competitive pressures; and the adverse effects of natural disasters, war, acts of terrorism or threats of either, or other armed conflict, on the United States and international economies.  These, and other risks and uncertainties, are detailed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended February 2, 2008 and our other filings with the Securities and Exchange Commission.  We assume no duty to update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

In accordance with general instruction B.2 to Form 8-K, the information included in this Item 7.01, and the exhibit attached hereto, shall be deemed to be “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Charming Shoppes, Inc. slide presentation.

1

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 16, 2008	/S/ ERIC M. SPECTER
	Eric M. Specter
	Executive Vice President
	Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Charming Shoppes, Inc. slide presentation.

3

EX-99.1

Investor Presentation

Charming Shoppes, Inc.

New York
June 16, 2008

2

This presentation contains certain forward-looking statements concerning the Company's operations, performance, and
financial condition. Such forward-looking statements are subject to various risks and uncertainties that could cause
actual results to differ materially from those indicated. Such risks and uncertainties may include, but are not limited to:
the failure to consummate our identified strategic solution for our non-core misses apparel catalog titles and the
refinancing of certain real estate assets, the failure to effectively implement our planned cost and capital budget
reduction plans, the failure to effectively implement the Company's plans for consolidation of the Catherines Plus Sizes
brand, a new organizational structure and enhancements in the Company's merchandise and marketing, the failure to
generate a positive response to the Company's new Lane Bryant catalog and the Lane Bryant credit card program, the
failure to implement the Company's business plan for increased profitability and growth in the Company's retail stores
and direct-to-consumer segments, the failure to successfully implement the Company's expansion of Cacique through
new store formats, the failure to achieve improvement in the Company's competitive position, adverse changes in costs
vital to catalog operations, such as postage, paper and acquisition of prospects, declining response rates to catalog
offerings, the failure to maintain efficient and uninterrupted order-taking and fulfillment in our direct-to-consumer
business, changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions, economic
downturns, escalation of energy costs, a weakness in overall consumer demand, the failure to find suitable store
locations, increases in wage rates, the ability to hire and train associates, trade and security restrictions and political or
financial instability in countries where goods are manufactured, the interruption of merchandise flow from the
Company's centralized distribution facilities, competitive pressures, and the adverse effects of natural disasters, war,
acts of terrorism or threats of either, or other armed conflict, on the United States and international economies. These,
and other risks and uncertainties, are detailed in the Company's filings with the Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2008 and other Company
filings with the Securities and Exchange Commission. Charming Shoppes assumes no duty to update or revise its
forward-looking statements even if experience or future changes make it clear that any projected results expressed or
implied therein will not be realized.

Forward-Looking Statements

3

Dorrit J. Bern
Chairman, CEO and PresidentEric M. SpecterExecutive Vice President and CFOSteven R. Wishner
Sr. Vice President, FinanceGayle M. Coolick
Vice President, Investor Relations

Dorrit J. Bern
Chairman, CEO and PresidentEric M. SpecterExecutive Vice President and CFOSteven R. Wishner
Sr. Vice President, FinanceGayle M. Coolick
Vice President, Investor Relations

4

•Charming Shoppes’ Overview

•Our Leading Market Positions

•Strategy

•Core Brand Overview

•Focus on Merchandise and Marketing

•Current Economic Environment

•Q & A

Today’s Agenda

5

(1) Continuing operations only, excludes apparel group catalogs

Charming Shoppes’ Overview

•We Are A Multi-brand, Multi-channel Women’s Apparel Retailer,
Leaders In Specialty Plus-sizes, With $2.7 Billion(1) In Annual Sales

>78%, Or $2.1 Billion In Plus-related Sales

•We Serve The Women’s Plus Apparel Market Through Our Core
Brands:

>Lane Bryant

>Catherines Plus Sizes

>Fashion Bug

•We Are The Fit Authority In Women’s Plus Apparel

•Lane Bryant Is The Leading Brand In Women’s Plus Apparel

•Lane Bryant Is Our Most Profitable Brand, And Our Primary Growth
Vehicle

6

(1)Derived From NPD Group Data and Company information.

Our Leading Position In The Women’s Plus
Apparel Market

•The Average Size Of American Women Is 14

•Growth Of Plus Apparel Continues To Outpace The Overall Women’s
Apparel Market(1)

•No Other Retailer Or Firm Possesses As Much Expertise And
Knowledge As We Do In Women’s Plus Apparel

>We Hold The #1 Market Position In Women’s Specialty Plus Apparel, With
Approximately 40% Share(1)

>We Hold The #2 Market Position Across All Venues Selling Women’s Plus
Apparel, With Approximately 10% Share(1)

>We Achieved These Market Leading Positions Through Both Organic And
Acquisition Growth

7

Catherines
Shoe Catalog

2000

2005

2001

2006

2007

1999

Fashion
Bug
1996

G R O WP L U S

Channel Expansion

Outlets
Open

Lane Bryant
Catalog

Acquisition of
Crosstown
Traders

Acquisition of
Catherines
Plus Sizes

Acquisition of
Lane Bryant
Retail Stores (1)

Acquisition of
Modern
Woman Plus

Acquisition of
alight.com

Plus

(1)In 2001, Acquisition of Lane Bryant excluded catalog naming rights, which reverted to Lane Bryant in 2007.

Strategy: Become The Leader In
Women’s Plus Apparel

•In 1996, We Began To Reposition Charming Shoppes To Be The Women’s
Specialty Plus Apparel Leader

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•Leverage Plus-apparel Expertise Through Multi-
brand, Multi-channel Strategy

•Improve Operating Margins Through Mix

•Focus On Lane Bryant As Long-term Growth
Catalyst

•Disciplined Capital Allocation Process

•Improve ROIC

•Maintain Strong Balance Sheet

•Generate Positive Free Cash Flow

Strategy

9

Core Retail Brands and Channels

Bricks &
Mortar

eCommerce

Catalog

eCommerce

Catalog

Bricks &
Mortar

eCommerce

Catalog

Bricks &
Mortar

Leveraging Our Core Brands Through A
Multi-channel Infrastructure And
Extensive Customer Database

10

11

Lane Bryant Brand Overview

•America’s Leading Plus Women’s Apparel Brand Serving Sizes 14-28

•Acquired By Charming Shoppes In August 2001

•802 Full Line Stores And 103 Outlet Stores In 46 States, Average Store 5,900 s.f.

•$1.2 Billion In Annual Sales Volume

•Growth Demographics: Size And Ethnicity

•www.lanebryant.com Launched March 2003

•Lane Bryant Outlet Launched July 2006

•Lane Bryant Catalog Launched November 2007

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•Migrating Our Store Locations To Strip And Lifestyle Centers

>Comparable Sales Volumes Versus Malls

>Lower Occupancy Rates And Higher Profitability Than At Malls

>More Convenient To Customer; More Readily Available

>48% Of Lane Bryant Stores Currently In Strip And Lifestyle Centers

>Ultimately, More Than 50%* Of Lane Bryant Stores Will Be Located In
Strip And Lifestyle Centers

•Increasing Penetration Of Lane Bryant Intimate Apparel Stores

>119, Or 15% Of Lane Bryant Stores Are Side By Side Stores

>Higher SSF And Profitability Than Single Store Format

•Lane Bryant Outlet

>103 Lane Bryant Outlet Stores Currently In Operation

>Operates At Revenue And Operating Margin Levels That Exceed
Those Of Lane Bryant's Average Retail Stores

Bricks and Mortar - Improving Profitability

*Management Estimate

13

Note:Store growth includes Lane Bryant Outlets beginning in 2005

Lane Bryant New Store Performance

Lane Bryant Store Growth

	Single Front Strip Center
Sales per Store	$1,100,000
EBITDA	$192,000
% Margin	17.5%
Investment	$261,000
Cash-on-Cash ROI	73.6%
ROIC	18.5%

Capital Expenditures Focused on
Core High-Return Businesses

•Capital Allocation Decisions
Are Dictated By Our Highest-
return Opportunities

>Focus On Relocations To Strip
And Lifestyle Centers, Which
Offer Greater ROI

•Increased Sales, Lower
Cost Structure And Lower
Initial Investment

•75% Of Capital Expenditures
Devoted To Lane Bryant, Our
Most Profitable Brand

14

•REFOCUSING ON OUR CORE CUSTOMER

•Fashion Focus - Emphasize Our Competency As Plus Fashion
Leader Through Fashion “Wows”

•A More Balanced And Coordinated Presentation That Is “Trend Right”
For Our Core Customer

•Core Categories Will Include Core Denim (Right Fit), Layered Tops,
Wear-to-Work And Fashion Brands

>Re-launching Seven-7 In Fashion Denim And Signature T’s To Nearly
300 Stores

>Expansion Of Right Fit Into Wear-to-Work Pants

>More Emphasis On Wear-To-Work And Dresses

Merchandise and Marketing - Apparel

15

•Tiered Denim Presentation:

>Right Fit - Secret Slimmer - Seven-7

•Perfect Price Product:Higher Level Of
Quality And Details Has Resulted In
Better Turns And AURs

•Marketing Program: “Fit Starts Here”

>Right Fit (In Denim And WTW)

>Outfits (WTW, Casual, And Crossover)

>Cacique

•Expanding On The New Proprietary
Credit With Rewards Program

•Utilize Customer Relationship
Management (CRM) For Targeted
Direct Mail

Merchandise and Marketing - Apparel

16

•Bras Are Brand Loyal, But We Have
The Opportunity To Take Advantage
Of Other Classifications

•Maximizing National Brands (e.g.,
Spanx, Bali, Flexees)

•Major Emphasis On Growth Within
Sleepwear Classification

>Coordinating Bras, Panties And
Sleepwear With Matching Prints

•To Support Our Intimate Apparel
Product Strategy, We Are Exposing
Cacique More In Our Direct Mail
Pieces

•The cacique.com Site Will Undergo A
Major Redesign In August

Our Goal Is To Create A
TOTAL Intimate Apparel
Store

Merchandise and Marketing - Cacique

17

18

•Right Fit by Lane Bryant™ Is
The Result Of One Of The
Most Extensive Sizing
Studies Ever Conducted By
A Major Retailer

•A Breakthrough
Collaboration Of
Technology, Fashion And Fit

•Right Fit Program Has
Driven Positive Results In
Denim, Even During A Weak
Economy

19

•We Launched Our Lane
Bryant Catalog In Late
October 2007

•Our Customer File Is
Nearing 400,000

•E-commerce Penetration
More Than 1/3rd

•Focus On Online
Marketing

•4 Books Mailed During
The 1st Quarter, With
Circulation Of 7.2 Million

Direct-To-Consumer - Expanding Channels

20

www.lanebryantcatalog.com

21

22

Fashion Bug Brand Overview

•Plus, Misses, Juniors, Girls, With More Than
50% Of Sales From Plus

>Plus Department Posting The Most Consistent
Growth Over An Extended Period Of Time,
And Continuing During A Weak Economy

•Growth Demographics: Size And Income

•974 Full Line Stores In 44 States

•Average Store 8,700 s.f.

•$1 Billion In Annual Sales Volume

•www.fashionbug.com Launched August 2004

23

•Expand The Presence And Space Allocated To Plus Apparel

>Benefit From Strong Performance Of Department

•Roll Out “The Scene”, Our New Junior Plus Shop

>Currently In 250 Stores, Expanding To 500 By This Fall

•Launch Right Fit Denim Program This Fall In Both Plus And Misses

•Increase The Intimate Apparel Plus Offerings To Serve Our Plus
Customer With Additional Sizes

•Highlight More Fashion Merchandise Categories In Our Direct Mail

•Utilize Customer Relationship Management (CRM) For Targeted
Direct Mail

Merchandise and Marketing Initiatives

24

•Fashion Bug’s
Premium Collection
of Casual Lifestyle
Apparel

•Universal Appeal
For Up-to-date
Women

•Exclusively at
Fashion Bug and
fashionbug.com

25

26

Catherines Brand Overview

•America’s Leading Plus Extended Sizes
Women’s Apparel Brand

•Growth Demographics: Age, Size,
Ethnicity

•Acquired by Charming Shoppes in 2000

•470 Full Line Stores in 44 States,
Average Store is 4,200 s.f.

•$353 Million Annual Sales Volume

•www.catherines.com launched March
2002

27

•Launch The “Liz & Me Platinum” Line Of Casual/Career Bridge
Sportswear

•Intimate Apparel Expansion: Adding Sizes

•Increased Penetration In Social Separates

•Expanding Right Fit By Catherines™ Into Career Bottoms
Assortments

•Intensify Our Career And Dress Businesses To Reflect Emerging
Fashion Trends

•Utilize Customer Relationship Management (CRM) For Targeted
Direct Mail

Merchandise and Marketing Initiatives

28

(1)Excludes the impairment of goodwill and intangible assets and restructuring charges recorded in the fourth quarter
of 2007. Please refer to http://phx.corporate-ir.net/phoenix.zhtml?c=106124&p=irol-audioarchives for a GAAP to
non-GAAP reconciliation.

Data reflects continuing operations only; results do not add related to full year diluted share calculation.

	1st Half 2007	2nd Half 2007(1)	2007(1)
Sales	$1.4 billion	$1.3 billion	$2.7 billion
Income from Operations	$76.3 million	$(27.4) million	$48.9 million
EPS	$0.34	$(0.13)	$0.18

Macro-Economic and
Business Performance Shifts

•Following A Year Of Record Sales And Earnings In 2006, We Entered
2007 With Much Optimism About Our Proven Growth Strategy And
Planned The Business Accordingly

•During The 1st Half Of 2007, We Continued To Meet Our Objectives

•Mid-2007, With A Significant Economic Downturn, Our Performance
Changed Sharply

29

(1)Source:The Conference Board

Current Economic Downturn

•The Consumer Confidence Index(1) Now Stands At A 16-year
Low (57.2)

>42% Of Americans Believe We Are In A Recession; 46% Believe We
Are On The Way

>Gasoline National Average Now Above $4.00

>Escalating Food Costs, Record Food Stamp Recipients, Credit Crisis,
Energy Costs, Weakening Housing Market - All Leading To Less
Disposable Income

•Our Customer - The Plus Apparel Consumer - Falls In The
Heart Of Where America Is Being Economically Impacted

30

•We Have Taken A Number Of
Actions…

>Streamlined Operations

>Eliminated 13% Of Corporate
Positions

>Closing 150 Underperforming Stores

>Reduced Inventory By 19% On A
Same-store Basis At FY ’08 Year End

>$28 Million In Planned Annualized
Cost Savings

>Reduced Capital Spending By $63
Million, Nearly 50%, Compared To FY
2008

2008: Managing Through The Downturn

•…Leading To Increased Financial
Flexibility And Liquidity

>We Have Made “Conserving Cash” A
Priority During The Downturn

>We Have Announced Planned Refinancing
Of Certain Real Estate Assets To Capitalize
On The Ability To Generate Additional
Meaningful Cash Resources

>We Are Exploring Strategic Alternatives For
Our Non-core Misses Apparel Catalogs,
Including The Possible Sale Of Our Non-
core Misses Apparel Catalogs

>Temporarily Suspended Share Repurchase
Program

31

Near-Term Strategies

•Focused Strategy To Improve On Our
Merchandise For Our Core Plus-apparel Brands

•Leverage Our Multi-channel Strategy To Expand
The Customer Base Of Our Core Brands
Through Catalog, e-commerce And Retail
Stores

•Retain Financial Flexibility By Conserving Cash
To Manage Through A Difficult Environment

32

In Summary

•Charming Shoppes Is The Leader In Women’s Plus-size Apparel

•Leveraging Our Plus-apparel Expertise Through A Focused Multi-brand,
Multi-channel Strategy

•Proven Record Of Navigating Challenging Retail And Economic
Environments And Repositioning The Company To Gain Market Share
And Grow Profitability

•Our Priorities:

>Renewed Focus On Merchandising And Marketing

>Improve Operating Margins Through Mix And Focus, With Lane Bryant As
Growth Catalyst

>Disciplined Capital Allocation Process

>Maintain Strong Balance Sheet

Investor Presentation

Charming Shoppes, Inc.

New York
June 16, 2008