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) October 25, 2006

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 October 25, 2006 we issued a press release reporting that we are scheduled to participate in the Susquehanna International Group’s Second Annual Consumer Focus Forum on Thursday, October 26, 2006, at 10:20 a.m., Eastern time.

The press release and a copy of our slide presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report on Form 8-K.

Our presentation will contain 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: failure to implement our business plan for entry into the outlet store distribution channel; failure to implement our business plan for increased profitability and growth in our retail stores and direct-to-consumer segments; failure to successfully implement expansion of our Cacique brand through new store formats; failure to successfully implement our integration of the operations of, and our business plan for, Crosstown Traders, Inc.; adverse changes in costs vital to catalog operations, such as postage, paper, and acquisition of prospects; declining response rates to catalog offerings; 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; failure to find suitable store locations; our ability to hire and train associates; trade and security restrictions and political or financial instability in countries where our goods are manufactured; the interruption of merchandise flow from our centralized distribution facilities; competitive pressures; and the adverse effects of natural disasters, as well as war, acts of terrorism or other armed conflict, or the threat of either, 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 January 28, 2006 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	Charming Shoppes, Inc. press release dated October 25, 2006.
99.2	Charming Shoppes, Inc. slide presentation for the Susquehanna International Group’s Second Annual Consumer Focus Forum.

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: October 25, 2006	/S/ ERIC M. SPECTER
	Eric M. Specter
	Executive Vice President
	Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Charming Shoppes, Inc. press release dated October 25, 2006.
99.2	Charming Shoppes, Inc. slide presentation for the Susquehanna International Group’s Second Annual Consumer Focus Forum.

3

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

CHARMING SHOPPES, INC. TO PARTICIPATE IN

SUSQUEHANNA INTERNATIONAL GROUP’S

SECOND ANNUAL CONSUMER FOCUS FORUM

Bensalem, PA., October 25, 2006 - Charming Shoppes, Inc., (NASDAQ: CHRS) a leading multi-brand, multi-channel specialty apparel retailer specializing in women's plus-size apparel, is scheduled to participate in Susquehanna International Group’s Second Annual Consumer Focus Forum on Thursday, October 26, 2006, at 10:20 a.m., Eastern time.

Eric M. Specter, Executive Vice President and Chief Financial Officer, Steven R. Wishner, Sr. Vice President, Finance, Strategy and Business Development, and Gayle M. Coolick, Director of Investor Relations, will represent Charming Shoppes at the conference.

The Company’s slide presentation and the audio portion of the presentation will be available live at http://www.charming.com/investors/manage/index.asp, beginning at 10:20 a.m., Eastern time, on Thursday, October 26, 2006. A replay of the presentation will be available for approximately 90 days.

Charming Shoppes, Inc. operates 2,374 retail stores in 48 states under the names LANE BRYANT^®, FASHION BUG^®, FASHION BUG PLUS^®, CATHERINES PLUS SIZES^®, LANE BRYANT OUTLET™ and PETITE SOPHISTICATE OUTLET™. Additionally, apparel, accessories, footwear and gift catalogs, including the following titles, are operated by Charming Shoppes’ Crosstown Traders: Old Pueblo Traders, Bedford Fair, Willow Ridge, Lew Magram, Brownstone Studio, Regalia, Intimate Appeal, Monterey Bay Clothing Company, Coward Shoe and Figi's. Please visit www.charmingshoppes.com for additional information about Charming Shoppes, Inc.

The Company’s presentation will contain 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: failure to implement the Company’s business plan for entry into the outlet store distribution channel, 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 successfully implement the Company’s integration of operations of, and the business plan for, Crosstown Traders, Inc., adverse changes in costs vital to catalog operations, such as postage, paper and acquisition of prospects, declining response rates to catalog offerings, 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, failure to find suitable store locations, 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 its 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 January 28, 2006 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
	Director of Investor Relations
	215-638-6955

EX-99.2

EXHIBIT 99.2

SIG 2^nd Annual

Consumer Focus
Forum

October 26, 2006

Eric M. Specter

Executive Vice President

Chief Financial Officer

Steven R. Wishner

Sr. Vice President

Finance, Strategy and Business

Development

Gayle M. Coolick

Director of Investor Relations

Forward-Looking Statements

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: failure to implement the Company’s business plan for entry into the
outlet store distribution channel, 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 successfully implement
the Company’s integration of operations of, and the business plan for, Crosstown
Traders, Inc., adverse changes in costs vital to catalog operations, such as postage,
paper and acquisition of prospects, declining response rates to catalog offerings,
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, failure to find suitable store locations, 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 its 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 January 28, 2006 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.

*Management Estimate, Fiscal Year 2007

A Multi-Brand,

Multi-Channel Retailer
Focused On Special
Sizes With $3 Billion* In
Annual Sales

*Management Estimate

We Are Continuing To Execute On

An Exciting Growth Strategy,
Leveraging Our Brands Through
Multiple Channels

We Are Shifting The Mix To Higher

Operating Margin Businesses,
While Projecting Revenue Growth
To $4 Billion* Within The Next
Three To Four Years

Our Retail Store Brands

•

Grow Lane Bryant To 1,000

Stores*

•

Over 300 New Cacique Intimate

Apparel Stores*

•

Increase Direct Sourcing Volumes

•

Entry Into The Outlet Channel

•

Launch Of Lane Bryant Catalog In

4^th Quarter of 2007

–

Currently, A $300 Million* Business

*Management Estimate

Key Growth Initiatives

•

Lane Bryant Holds The #1 Market

Position In Women’s Specialty Plus
Apparel, With Approximately 10%
Share Of The Total Women’s Plus
Apparel Market*

•

Lane Bryant Is Our Most Profitable

Business, With The Highest Sales
Per Square Foot Productivity

*Derived From NPD Group Data

Expanding The Leading

Brand In Plus-Sizes

•

Expand Lane

Bryant From
765 To 1,000
Stores*

•

Contributes To

Both Our Top
Line And
Operating
Margin
Expansion

Organic Store Growth

*Management Estimate

•

Location, Location, Location

–

Our Bricks And Mortar Growth Is

Focused On Strip And Lifestyle Centers

–

Real Estate Development Of

Strip-Based Centers Are Outpacing
Growth In Traditional Malls

–

With Lower Occupancy Costs And

Comparable Sales Volume, Our
Migration To Strip Centers Contributes
To Operating Margin Expansion

Organic Store Growth

•

Migrating Our

Store Locations
To Strip And
Lifestyle
Centers

•

Ultimately,

50%* Of Lane
Bryant Stores
Will Be Located
In Strip And
Lifestyle
Centers

Organic Store Growth

*Management Estimate

•

Grow Lane Bryant To 1,000

Stores*

•

Over 300 New Cacique Intimate

Apparel Stores*

•

Increase Direct Sourcing Volumes

•

Entry Into The Outlet Channel

•

Launch Of Lane Bryant Catalog In

4^th Quarter of 2007

Currently, A $300 Million* Business

–

*Management Estimate

Key Growth Initiatives

•

Our New Lane Bryant Store Concept Is

The Cacique Intimate Apparel Store

–

2,000 Square Feet Dedicated To

Intimates, With Its Own Front Entrance

–

Projected Sales Per Square Foot*

Increases Of 20% - 25% At Remodeled
Stores

–

Growth To More Than 300 Stores* Over

The Next 3 – 4 Years

–

Contributes To Both Top Line And

Operating Margin Expansion

*Management Estimate

Cacique^® Intimate Apparel Store

Current

With 1,000*

      Lane Bryant Stores

*Management Estimate

Increasing Penetration Of   Cacique

Intimate Apparel Stores, Primarily
In Strip Centers

•

Grow Lane Bryant To 1,000

Stores*

•

Over 300 New Cacique Intimate

Apparel Stores*

•

Increase Direct Sourcing Volumes

•

Entry Into The Outlet Channel

•

Launch Of Lane Bryant Catalog In

4^th Quarter of 2007

–

Currently, A $300 Million* Business

*Management Estimate

Key Growth Initiatives

•

Increase Direct Sourcing

Volumes

–

Contributes To Gross Margin Expansion

•

Direct Sourcing Increases

Achieved Though:

–

Increasing Volumes At Each Brand

•

Target Goals Established By Brand

–

Growing Penetration Of Direct Sourcing

In Our Newest Businesses

Direct Sourcing

•

Grow Lane Bryant To 1,000

Stores*

•

Over 300 New Cacique Intimate

Apparel Stores*

•

Increase Direct Sourcing Volumes

•

Entry Into The Outlet Channel

•

Launch Of Lane Bryant Catalog In

4^th Quarter of 2007

–

Currently, A $300 Million* Business

*Management Estimate

Key Growth Initiatives

•

The Outlet Market

–

Approximately $3.5 Billion⁽¹⁾ Annually

In Women’s Apparel

–

Shoppers Will Travel Up To 75 Miles

To Outlet Centers, As Opposed To
An Average Of 10 Miles For Malls⁽²⁾

–

Outlets Are Destination Locations,

With 96% Of Outlet Shoppers Making
At Least One Purchase⁽³⁾

The Outlet Shopping Channel

(1) Management Estimate; (2) ICSC; (3) Tanger Outlets market researchoverview

•

Charming Shoppes Assumed 75

Outlet Store Leases In April 2006

•

During July 2006, We Executed 76

Store Openings

–

80 Lane Bryant Outlet Stores Now In

Operation

–

Goal Is To Grow To 150 Stores*

•

Lane Bryant Outlet Is The Only

Freestanding Women’s Plus
Specialist In The Outlet Channel

Lane Bryant Outlet™

*Management Estimate

•

Outlet Product Strategy

–

Anchored With Product Developed

Exclusively For Outlet

–

Primarily Updated, Key Items,

Utilizing Our Direct Sourcing Group

–

Top Picks Of Current Fashion

–

Best Sellers From Previous Season

–

Selected National Brands

–

Adding Footwear, Social Occasion

Lane Bryant Outlet™

•

Lane Bryant Outlet Stores Are

Expected To Operate At
Revenue And Operating
Margin Levels That Meet Or
Exceed* Those Of Lane
Bryant's Average Retail Stores

•

Contributes To Both Top Line

And Operating Margin
Expansion

Lane Bryant Outlet™

*Management Estimate

•

We Have Formed An

Organization To Lead The
Company’s Outlet Sales
Distribution Channel, Charming
Outlets

•

We Plan To Leverage Our

Operational Infrastructure

Charming Outlets

•

Grow Lane Bryant To 1,000

Stores*

•

Over 300 New Cacique Intimate

Apparel Stores*

•

Increase Direct Sourcing Volumes

•

Entry Into The Outlet Channel

•

Launch Of Lane Bryant Catalog In

4^th Quarter of 2007

–

Currently, A $300 Million* Business

*Management Estimate

Key Growth Initiatives

The Lane Bryant

Catalog, Operated By
Redcats USA, Today
Produces Annual
Revenues Of More
Than $300 Million*
And Is America’s
Largest Plus-Size-Only
Apparel Catalog

The Lane Bryant Catalog

* Charming Shoppes’ Management Estimate

Lane Bryant Catalog Owned And

Operated by Redcats USA

The Reversion Of

The Trademark
For The

Lane Bryant

Catalog Occurs In  October 2007

The Lane Bryant Catalog

Lane Bryant Catalog Owned And

Operated by Redcats USA

•

We Plan To Launch Our Lane Bryant

Catalog In The 4^th Quarter Of 2007

•

Contributes To Both Top Line And

Operating Margin Expansion

•

Will Further Leverage The Operations

And Infrastructure Of Crosstown
Traders, Which Already Performs With
An Operating Margin In Line With
Successful Operators

Growth Strategy:

Lane Bryant Catalog

Growth Strategy:

Summary

*Management Estimate

Charming Shoppes:  A

Multi-Brand,
     Multi-Channel Growth
Retailer

Our Goal Is To Grow To

$4 Billion* In Annual
Sales Over The Next
Three To Four Years

OUTLET

CATALOG

$4 Billion

$150 Million+

$800 Million

MULTI-BRAND

MULTI-CHANNEL RETAILER

BRICKS &

MORTAR

$2.9 Billion

E-COMMERCE

$200 Million

Our Three To Four Year Financial Plans* Include:

*Management Estimate

$3 Billion*

$4 Billion*

*Management Estimate

Lane Bryant Brand Contributing More Than

40% Of Total Revenues

Shifting The Mix To Higher

Operating Margin Businesses

Financial Review

•

Highlights:

•

Includes Pre-opening Operating Expenses Of Approximately $7.8 Million Pre-tax,

($5.0 Million After Tax Or $0.04 Per Diluted Share) Related To The Company's
Launch Of Charming Outlets

•

16% Revenue Growth, With 1% Same Store Sales Increase

•

Compares To Record Performance In The Period Ended July 30, 2005

1^st Half Financial Performance

(Fiscal Periods Ended July 29, 2006 and July 30, 2005)

•

Highlights:

•

18% Revenue Growth

•

Improvement In Gross Profit Margin And Pre-Tax Margin

•

54% Net Income Growth, Following 70% Net Income Growth In The Prior

Year

Year Over Year Financial

Performance

(Fiscal Years Ended January 28, 2006 and January 29, 2005)

* Management Estimates

FY 2007 Projected Financial Plan^*

(Fiscal Year Ending February 3, 2007)

•

Leveraging The Lane Bryant Brand Through:

•

Launch Of Lane Bryant Outlet

•

1^st Half Includes Pre-opening Operating Expenses Of

  Approximately $7.8 Million Pretax ($5.0 Million After Tax
  Or $0.04 Per Diluted Share)

•

Accelerated Growth Of Lane Bryant Store Openings

•

Developing The Lane Bryant Catalog For Late 2007

•

Year Over Year Initiatives

•

Continuing Operating Improvement At Lane Bryant

•

Accelerated Store Growth At Lane Bryant, With New

Cacique Intimate Apparel Store Format

•

Outlet Channel Attains Profitability In 3^rd Quarter

•

Highlights:

•

$100 Million In Cash Utilized For The Purchase Of Crosstown

Traders During Fiscal Year 2006

•

Additional Debt Of $110 Million Associated With Purchase Of

Crosstown Traders During FY 2006; $20 Million Balance As Of
July 29, 2006 Anticipated To Be Paid Down By End Of Fiscal
Year 2007

Selected Balance Sheet Data

($ in Millions)                 7/29/06            1/28/06            7/30/05

Cash and                $234                $150               $231

Investments

Long Term Debt      $199                $207               $246 

Total Assets           1,646                1,567             1,634

*Management Estimates

Summary*

•

Based On Our Growth Opportunities And

Building On Our Multi-Channel Strategy, Our
Three To Four Year Financial Plans Include:

–

CAGRs In The High Single Digits For Net Sales

–

CAGRs In The Mid-Teens For Net Income

–

EBIT Margins In The 7% - 8% Range, On The

Higher Revenue Base

•

Operating Margin Expansion On A Growing

Top Line

•

Maintain Strong Liquidity From Internally

Generated Free Cash Flow and Available
  Bank Credit Line

SIG 2^nd Annual

Consumer Focus
Forum

October 26, 2006