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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

NEAL RALPH

(Last)

(First)

(Middle)

2400 XENIUM LANE NORTH

(Street)

PLYMOUTH

55441

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHRISTOPHER & BANKS CORP [ CBK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP - Store Operations

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2004

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	10/13/2004		M		13,346	A	$7.7778	123,259	D

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)⁽¹⁾⁽⁵⁾	$1.4074							03/27/1999	03/27/2008	Common Stock	28,377		28,377	D
Employee Stock Option (right to buy)⁽²⁾⁽⁵⁾	$7.7778	10/13/2004		M		13,346		07/27/2001	07/27/2010	Common Stock	13,346	$7.7778	121,654	D
Employee Stock Option (right to buy)⁽³⁾⁽⁵⁾	$21.4667							01/07/2003	01/07/2012	Common Stock	180,000		180,000	D
Employee Stock Option (right to buy)⁽⁴⁾	$18.33							01/06/2005	01/06/2014	Common Stock	135,000		135,000	D

Explanation of Responses:

1. On March 27, 1998, the reporting person was granted an option to purchase 341,720 shares of common stock. The option vests in five equal annual installments beginning March 27, 1999.

2. On July 27, 2000, the reporting person was granted an option to purchase 168,750 shares of common stock. The option vests in five equal annual installments beginning on July 27, 2001.

3. On January 7, 2002, the reporting person was granted an option to purchase 180,000 shares of common stock. The option vests in four annual installments beginning on January 7, 2003.

4. On January 6, 2004, the reporting person was granted an option to purchase 135,000 shares of common stock. The option vests in three annual installments beginning on January 6, 2005.

5. On December 14, 1999, July 11, 2000, February 12, 2001, December 12, 2001, and August 27, 2003, the Company effected 3-for-2 stock splits. The above amounts and prices reflect the effect of the stock splits.

Remarks:

	Ralph C. Neal	10/14/2004
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.