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) March 29, 2011

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)

(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 March 29, 2011 we issued a press release announcing that we are scheduled to participate in the Telsey Advisory Group’s 3rd Annual Spring Consumer Conference on Wednesday, March 30, 2011 at 10:00 a.m., Eastern time.  A copy of the press release is attached as Exhibit 99.1 to this Report.

Anthony M. Romano, President and Chief Executive Officer and Eric M. Specter, Executive Vice President and Chief Financial Officer, will represent us at the conference.

Our slide and audio presentation will be available at http://www.charmingshoppes.com/investors/manage/index.asp beginning at 10:00 a.m. and will be available for replay for 90 days.  A copy of the slide presentation is attached as Exhibit 99.2 to this Report.

Our presentation will contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 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 successfully execute our in-stock inventory strategy could result in higher than planned levels of promotional activity in order to sell through excess inventory; the failure to successfully execute our business plans could result in lower than planned sales and profitability; the failure to realize the benefits from the sale of our credit card program to, and the operation of our credit card program by, our third-party provider; the impact of changes in laws and regulations governing credit cards could limit the availability of, or increase the cost of, credit to our customers;  the failure to enhance our merchandise and marketing and accurately predict fashion trends, customer preferences and other fashion-related factors; the failure of growth in the women's plus apparel market; the failure to continue receiving financing at an affordable cost through the availability of credit we receive from our bankers, suppliers and their agents; the failure to effectively implement our planned store closing plans; the failure to continue receiving accurate and compliant e-commerce and third-party processing services; the failure to achieve improvement in our competitive position; the failure to maintain efficient and uninterrupted order-taking and fulfillment in our e-commerce and direct-to-consumer businesses; extreme or unseasonable weather conditions; economic downturns; escalation of energy and transportation costs; adverse changes in the costs or availability of fabrics and raw materials; 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 failure of our vendors to deliver quality and timely shipments in compliance with applicable laws and regulations; the interruption of merchandise flow from our centralized distribution facilities and third-party distribution providers; inadequate systems capacity; inability to protect trademarks or other intellectual property; 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, Quarterly Reports on Form 10-Q 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 exhibits 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	Press release dated March 29, 2011.
99.2	Charming Shoppes, Inc. slide presentation dated March 30, 2011.

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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 our behalf by the undersigned hereunto duly authorized.

	CHARMING SHOPPES, INC.
	(Registrant)
Date:  March 30, 2011	/S/ ERIC M. SPECTER
	Eric M. Specter
	Executive Vice President
	Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated March 29, 2011.
99.2	Charming Shoppes, Inc. slide presentation dated March 30, 2011.

3

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

CHARMING SHOPPES, INC. TO PARTICIPATE IN THE

TELSEY ADVISORY GROUP’S 3RD ANNUAL SPRING CONSUMER CONFERENCE

Bensalem, PA., March 29, 2011 - Charming Shoppes, Inc. (NASDAQ: CHRS) a leading multi-brand apparel retailer specializing in women's plus-size apparel, is scheduled to participate in the Telsey Advisory Group’s 3rd Annual Spring Consumer Conference to be held at The Westin New York at Times Square in New York City on Wednesday, March 30, 2011, at 10:00 a.m. eastern time.

Anthony M. Romano, President and Chief Executive Officer of Charming Shoppes, Inc., and Eric M. Specter, Executive Vice President and Chief Financial Officer, will represent the Company at the conference.

The Company’s slide and audio presentation will be available at http://www.charmingshoppes.com/investors/manage/index.asp  beginning at 10:00a.m.  The presentation will be available for replay for 90 days.

At January 29, 2011, Charming Shoppes, Inc. operated 2,064 retail stores in 48 states under the names LANE BRYANT®, CACIQUE®, LANE BRYANT OUTLET®, FASHION BUG®, FASHION BUG PLUS® and CATHERINES PLUS SIZES®.  The Company also operates the Figi's family of brands, including the holiday food and gifts catalog Figi's® Gifts in Good Taste®, the home and gifts catalog Figi's® Gallery and its wholesale unit Figi's Business Services. For more information about Charming Shoppes and its brands, please visit www.charmingshoppes.com, www.lanebryant.com, www.cacique.com, www.fashionbug.com, www.catherines.com, www.loop18.com, www.figis.com, and www.figisgallery.com.

The Company’s presentation may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 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 successfully execute our in-stock inventory strategy could result in higher than planned levels of promotional activity in order to sell through excess inventory, the failure to successfully execute our business plans could result in lower than planned sales and profitability, the failure to realize the benefits from the sale of our credit card program to, and the operation of our credit card program by, our third-party provider, the impact of changes in laws and regulations governing credit cards could limit the availability of, or increase the cost of, credit to our customers,  the failure to enhance the Company's merchandise and marketing and accurately predict fashion trends, customer preferences and other fashion-related factors, the failure of growth in the women's plus apparel market, the failure to continue receiving financing at an affordable cost through the availability of credit we receive from our bankers, suppliers and their agents, the failure to effectively implement our planned store closing plans, the failure to continue receiving accurate and compliant e-commerce and third-party processing services,  the failure to achieve improvement in the Company's competitive position, the failure to maintain efficient and uninterrupted order-taking and fulfillment in our e-commerce and direct-to-consumer businesses, extreme or unseasonable weather conditions, economic downturns, escalation of energy and transportation costs, adverse changes in the costs or availability of fabrics and raw materials, 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 failure of our vendors to deliver quality and timely shipments in compliance with applicable laws and regulations, the interruption of merchandise flow from the Company's centralized distribution facilities and third-party distribution providers, inadequate systems capacity, inability to protect trademarks or other intellectual property, 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, Quarterly Reports on Form 10-Q 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.

CONTACT:	Gayle M. Coolick
	Vice President, Investor Relations
	215-638-6955

EX-99.2

3rd Annual
CONSUMER CONFERENCE

March 30, 2011

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Anthony M. Romano
President and

Anthony M. Romano
President and

Chief Executive Officer

Chief Executive Officer

Eric M. Specter
Executive Vice President and

Eric M. Specter
Executive Vice President and

Chief Financial Officer

Chief Financial Officer

> 3

Forward Looking Statements

The Company’s presentation may contain certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 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 successfully execute our in-
stock inventory strategy could result in higher than planned levels of promotional activity in order to sell through excess
inventory, the failure to successfully execute our business plans could result in lower than planned sales and profitability,
the failure to realize the benefits from the sale of our credit card program to, and the operation of our credit card program
by, our third-party provider, the impact of changes in laws and regulations governing credit cards could limit the availability
of, or increase the cost of, credit to our customers,the failure to enhance the Company's merchandise and marketing and
accurately predict fashion trends, customer preferences and other fashion-related factors, the failure of growth in the
women's plus apparel market, the failure to continue receiving financing at an affordable cost through the availability of
credit we receive from our bankers, suppliers and their agents, the failure to effectively implement our planned store closing
plans, the failure to continue receiving accurate and compliant e-commerce and third-party processing services,the failure
to achieve improvement in the Company's competitive position, the failure to maintain efficient and uninterrupted order-
taking and fulfillment in our e-commerce and direct-to-consumer businesses, extreme or unseasonable weather conditions,
economic downturns, escalation of energy and transportation costs, adverse changes in the costs or availability of fabrics
and raw materials, 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 failure of our vendors to deliver quality and timely shipments in compliance with
applicable laws and regulations, the interruption of merchandise flow from the Company's centralized distribution facilities
and third-party distribution providers, inadequate systems capacity, inability to protect trademarks or other intellectual
property, 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, Quarterly Reports on Form 10-Q 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.

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PRESENTATION

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We Have A Strong And Unique Platform Of
Leading Plus Apparel Brands

The Plus-Size Authority

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>More than half of American women wear size 14 or larger

>#1 in market share in women’s specialty plus-size
apparel*

>#2 in market share in women’s plus-size apparel, a
$17.6B market, second only to Wal-Mart*

>Lane Bryant’s Cacique® brand ranks #3 in women's total
intimate plus-size apparel, a $3.2B market*

>Charming Shoppes ranks #1 in market share in women's
specialty plus-size denim apparel, a $655M market*

*According to The NPD Group, Inc./Consumer Tracking Service 12 months ended January 2011

Our Market And Leadership Positions

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Classic / Traditional

Fashion

Brand Positioning

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www.lanebryant.com

She is 35-55 years old

She is a woman of many
lifestyles - work, casual, active

Likes to experiment with fashion

She shops frequently and likes
to buy clothes with good quality
at a reasonable price

She is brand-conscious and
prefers retailers that offer
fashionable choices

Lane Bryant - ‘One Brand - One Vision’

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www.cacique.com

Known for solutions, fit,
quality, fashion and style

Represents 31% of sales
from the full-line
Lane Bryant chain

Offers key intimates
categories and
complementary products

Introducing caciquebody

Cacique

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She is 30-50 years old

She is value-minded

Loves the challenge of
finding a great deal with
coupons and store
promotions that are easy
to understand

Likes to shop for
complete outfits

www.fashionbug.com

Fashion Bug

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www.catherines.com

She’s our baby-boomer,
45+ years old

Classic styling with an
emphasis onfit and
comfort

Offering styling for the
woman wearing extended
sizes

She prefers clothing that is
more appropriate for her
age - she does not want to
dress “younger” than she is

Likes to look “put together”

Catherines

>12

Historical Profitability

>Significant progress made in 4th Quarter 2010

–7% increase in total sales

¡+9% comparable store sales; 41% increase in e-commerce

–+$24M improvement in adjusted EBITDA*

*Refer to GAAP to non-GAAP reconciliation at
http://www.charmingshoppes.com/investors/manage/index.asp

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>Then

–Fit

–In-stock

–Core basics

Then and Now - What is Different

>Now

–Fashion

–Relevance

–Outfitting

–Fit

–In-stock

–Value

>Size is no longer our sole differentiator

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>For each of our brands,
returning to profitability
requires:

–Eliminating negative EBITDA
stores

Returning To Profitability

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>For each of our brands,
returning to profitability
requires:

–Eliminating negative EBITDA
stores

–Improving our product
assortments

Returning To Profitability

> 16

>For each of our brands,
returning to profitability
requires:

–Eliminating negative EBITDA
stores

–Improving our product
assortments

–Increasing inventory
productivity

Returning To Profitability

> 17

>For each of our brands,
returning to profitability
requires:

–Eliminating negative EBITDA
stores

–Improving our product
assortments

–Increasing inventory
productivity

–Continued growth in digital
sales

Returning To Profitability

> 18

>For each of our brands,
returning to profitability
requires:

–Eliminating negative EBITDA
stores

–Improving our product
assortments

–Increasing inventory
productivity

–Continued growth in digital
sales

–Distorting resources to our
higher margining Lane Bryant
brand

Returning To Profitability

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>One Brand - One Vision

–Align Lane Bryant and Lane Bryant
Outlet

–Consistency of product, design,
sourcing, marketing, and pricing
strategies

>Cacique company-wide
opportunity

>Distort resources to Lane Bryant

>Brand image and marketing
activities

>Expanding our Lane Bryant
and Cacique opportunities

Leveraging Our Lane Bryant and Cacique Opportunities

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FINANCIAL REVIEW

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Financial Review - 4th Quarter 2010

*Refer to GAAP to non-GAAP reconciliation at

http://phx.corporate-ir.net/phoenix.zhtml?c=106124&p=irol-audioarchives

($ in millions, except EPS)	4th Quarter 2010	4th Quarter 2009	Change
Net Sales	$575.8	$539.0	+680 bps
Same Store Sales	+9%	-12%
Gross Profit	$247.6	$235.4	+$12.0
Gross Margin	43.0%	43.7%	-70 bps
Total Operating Expenses	$255.1	$267.0	-$11.9
Expense to Sales	44.3%	49.5%	-520 bps
Adjusted EBITDA	$10.7	$(12.9)	+$23.6
EBITDA to Sales	1.9%	(2.4)%	+430 bps
Non-GAAP loss per diluted share	$(0.08)	$(0.36)	+$0.28

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Financial Review - Fiscal Year 2010

*Refer to GAAP to non-GAAP reconciliation at

http://phx.corporate-ir.net/phoenix.zhtml?c=106124&p=irol-audioarchives

($ in millions, except EPS)	2010	2009	Change
Net Sales	$2,061.8	$2,064.6	-10 bps
Same Store Sales	+3%	-13%
Gross Profit	$1,015.0	$1,023.6	-$8.6
Gross Margin	49.2%	49.6%	-40 bps
Total Operating Expenses	$1,033.2	$1,049.5	-$16.3
Expense to Sales	50.1%	50.8%	-70 bps
Adjusted EBITDA	$50.2	$50.5	-$0.3
EBITDA to Sales	2.4%	2.4%	- - -
Non-GAAP loss per diluted share	$(0.26)	$(0.52)	+$0.26

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>Cash of $117 million

>$154 million available on our fully committed and
undrawn revolving line of credit

–Liquidity of $271 million

>Convertible debt

–$140 million of 1.125% convertible notes due 2014

–No financial covenants

–Repurchased $49.2 million (face value) for $38.3 million
during 2010

Balance Sheet and Liquidity at January 29, 2011

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>2,064 stores at year end

>Capital for store growth being distorted to Lane Bryant

–5-7 new, and 10-13 relocations for Lane Bryant and Lane
Bryant Outlet locations

–Continue to migrate from unprofitable malls to lifestyle
strip centers

>Eliminating negative EBITDA stores

–Generated $6 million in negative EBITDA in 2010

–240 stores closing in 2011

–30 Catherines outlet locations closing over next two years

Stores

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SUMMARY

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>Intensifying brand focus on each primary target
customer

>Improve profitability at both the corporate and
brand level

>Increase inventory productivity

>Build a winning corporate culture by attracting
and retaining key talent

Summary

> 27

>In support of a cleaner environment, we have not
brought investor materials for distribution

>Should you wish to have materials sent to you,
please request materials by visiting our website at
https://www.charmingshoppes.com/investors/cont
act/contactus.asp or by emailing us at
IR@charming.com

Investor Materials

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Q & A

3rd Annual
CONSUMER CONFERENCE

March 30, 2011