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

                          SCHEDULE 13-G

            Under the Securities Exchange Act of 1934

                       (Amendment No. 3  )
                                    
                             Charming Shoppes, Inc.
                         (Name of Issuer)

             Common Stock and Convertible Bond 7.5% Bond due 2006             
                  (Title of Class of Securities)

                           161133-10-3 and 161133-AA-1 
                                (CUSIP Number)
                                   
                                         
                                                 
Check the following box if a fee is being paid with this statement  (A fee
is not required only if the filing person: (1) has a previous statement on
reporting the beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2)  has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).


*The remainder of this cover page shall be filled out for a reporting person's
 initial filing on this form with respect to the subject class of securities,
 and for any subsequent amendment containing information which would alter the
 disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities and
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).

                                                 
                                  




SEC 1745 (2/92)


    

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          Name of reporting person:  Ryback Management Corporation
          I.R.S.  Identification  No. of  Above Entity 43-1615580


          Check Appropriate Box  if  a member of a group*


3.       SEC use only


4.       Citizenship or Place of Organization

            Michigan                  

Number of     5.            Sole Voting Power

Shares                       3,172,700 common shares and 3,756,703 shares
                                      resulting from bond conversion

Beneficially  6.            Shared Voting Power            

Owned by                    

Each          7.            Sole Dispositive Power

Reporting                    3,172,700 common shares and 3,756,703 shares
                                      resulting from bond conversion
 
Person With   8.            Shared Dispositive Power
                                                      
                                                              
9.   Aggregate Amount Beneficially owned by each reporting person:

     3,172,700 common shares held by Lindner Growth Fund
     3,756,703 converted shares held by Lindner Dividend Fund
       
10.  Check Box if the Aggregate amount in Row (9) excludes certain shares

11.  Percent of  Class Represented by Amount in Row  (9)
 
           6.32% fully diluted

12.  Type of Reporting Person

 IA - Ryback Management Corporation   IV - Lindner Investment Series Trust



sec 1745 (6-80) 
                         SEE INSTRUCTION BEFORE FILLING OUT!


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                              SEC 13G
                             SECURITIES AND EXCHANGE COMMISSION
                             SCHEDULE 13g Amendment No. 3
Item 1(a)   Name of Issuer:
              
            Charming Shoppes, Inc.
            
Item 1(b)   Address of Issuer's Principal Executive Offices:
            
            450 Winks Lane
            Bensalem, PA 19020   
          
Item 2(a)   Name of Person Filing:

            Ryback Management Corporation

Item 2(b)   Address of Principal Business Office:

            7711 Carondelet Ave., Box 16900, St. Louis, MO 63105
  
Item 2(c)   Citizenship:

            Michigan

Items 2(d)  Title and Class of Securities:

            Common Stock

Item 2(e)   CUSIP:

            161133-10-3 and 161133-AA-1

Item 3)     If this statement is filed pursuant to Rule 13d-1(b) or, 13d-2(b),
            check whether the person filing is a:
 
  [X] Investment Company registered under Section 8 of the Investment Company
 Act  ( LINDNER INVESTMENT SERIES TRUST)

  [X] Investment Company Adviser registered under Section 203 of the
   Investment Advisers Act of 1940     (RYBACK MANAGEMENT CORPORATION)

Item 4   Ownership:
         The Shares listed below were held in a fiduciary capacity by   
         Ryback Management Corp. and/or Lindner Investment Series Trust
         as of March 13, 1998:
     
 (A) Amount beneficially owned: 3,172,700 common shares held by Lindner Growth
Fund; 3,756,703 converted shares held by Lindner Dividend Fund;
 (B) Percent of class: 6.32%
 (C) Number of shares as to which such subject COMPANY has:
         (1)sole power to vote or direct to vote: 6,929,403
         (2)shared power to vote or direct to vote:   
         (3)sole power to dispose of or direct disposition of: 6,929,403
         (4)shared power to dispose or direct disposition of:

 Instruction:  For computation regarding securities which represent the right 
               to acquire an underlying security see Rule 13d-3(d)(1).
 




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Item 5.  Ownership of Five Percent or Less of a Class
         
        Lindner Growth Fund, a registered investment company is no longer
         the holder of more than five percent of fully diluted shares
         outstanding. Lindner Growth Fund is a separate series of the
         Lindner Investment Series Trust.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
         
        
Item 7.  Identification and Classification of the Subsidiary which Acquired
         the Security Being Reported On By the Parent Holding Company.
          See Item 3

Item 8.  Identification and Classification of Members of the Group.
         Not Applicable

Item 9.  Notice of Dissolution of Group
         Not Applicable

Item 10.  Certification

          By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were acquired in the
          ordinary course of business and were not acquired for the purpose
          of and do not have the effect of changing or influencing the control
          of the issuer of such securities and were not acquired in connection
          with or as a participant in any transaction having such purposes or
          effect.


After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.


DATED: March 19, 1998


                         /S/  Eric E. Ryback, President
                              Ryback Management Corporation
                              Lindner Investment Series Trust
                              (314) 727-5305