SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WEINER WARREN

(Last)

(First)

(Middle)

9401 BLUE GRASS ROAD

(Street)

PHILADELPHIA

19114

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DEB SHOPS INC [ DEBS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Exec. V.P., Sec. & Treas.

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/27/2005		M		164,385	A	$23.75	1,680,773	I	Trust for W. & P. Weiner
Common Stock	05/27/2005		M		9,724	A	$26.15	1,690,497	I	Trust for W. & P. Weiner
Common Stock	05/27/2005		F		174,109	D	$30.85	1,516,238	I	Trust for W. & P. Weiner
Common Stock	05/27/2005		M		49,143	A	$23.75	49,143	D
Common Stock	05/27/2005		M		1,748	A	$26.15	50,891	D
Common Stock								200	I	Trust for J. Carp
Common Stock								157,164.9⁽¹⁾	I	Trust for K. Weiner-Block
Common Stock								157,164.9⁽¹⁾	I	Trust for R. Weiner-Carp
Common Stock								833,436.2	I	Through family partnership
Common Stock								1,023,478⁽¹⁾⁽²⁾	I	Trust for P. Weiner
Common Stock								605,504⁽²⁾	I	Trust for W. Weiner
Common Stock								11,260⁽³⁾	I	Through 401(k)
Common Stock								25,000⁽⁴⁾	I	Trust for nieces and nephew
Common Stock								150	I	Trust for R. Block
Common Stock								150	I	Trust for G. Carp

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$23.75	05/27/2005		M			213,528	⁽⁵⁾	02/28/2007	Common Stock	213,528	$0	0	D
Employee Stock Option (right to buy)	$26.15	05/27/2005		M			11,472	⁽⁵⁾	02/28/2007	Common Stock	11,472	$0	0	D

Explanation of Responses:

1. The reporting person denies beneficial ownerhip of these shares.

2. The reporting person denies that these shares are required to be reported on Form 4 because the trusts are irrevocable and the reporting person is neither a trustee nor has or shares investment power. These shares are included herein only for the purpose of reconciling the total shares included herein to those shown in previously filed Forms 4.

3. Shares of Common Stock allocated to the reporting person prior to May 1, 1991 and held by a trust for an employee benefit plan of Deb Shops, Inc. exempt by Rule 16b-3.

4. The reporting person acquired these shares prior to 1989.

5. These options vested in three equal annual installments beginning on February 28, 2003.

Remarks:

	Warren Weiner	06/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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