DEFA14A

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):  January 15, 2008

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)

Registrant’s telephone number, including area code (215) 245-9100

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:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events.

On January 15, 2008, Charming Shoppes, Inc. (the “Company”) issued a press release in connection with the announcement by Crescendo Partners II, L.P., Series Q, that it intends to nominate three individuals for election to the Company’s Board of Directors.  A copy of the Company’s press release is included as Exhibit 99.1 hereto and is incorporated herein by reference.

Also on January 15, 2008, the Company delivered a letter to its employees in connection with such shareholder’s announcement.  A copy of the Company’s letter to employees is included as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated January 15, 2008
99.2	Letter to Employees dated January 15, 2008

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:   January 15, 2008	/S/ ERIC M. SPECTER
	Eric M. Specter
	Executive Vice President
	Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 15, 2008
99.2	Letter to Employees dated January 15, 2008

3

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CHARMING SHOPPES COMMENTS ON NOTICE BY CRESCENDO GROUP

Bensalem, PA, January 15, 2008 - Charming Shoppes, Inc., (NASDAQ-CHRS), a leading multi-brand, multi-channel specialty apparel retailer specializing in women's plus-size apparel, today confirmed that it has received notice that Crescendo Partners II L.P., Series Q, intends to nominate three individuals, including two hedge fund representatives, for election to Charming Shoppes’ Board of Directors at the Company’s 2008 Annual Meeting of Shareholders.  The Company issued the following statement:

Charming Shoppes’ Board of Directors and management team are committed to acting in the best interests of the Company and its shareholders.

We have had extensive conversations with the group and are prepared to have continuing conversations with them as long as they are constructive.  However, the Board of Directors will not be distracted from its focus on the best interests of all Charming Shoppes shareholders by the threat of a proxy contest from a dissident shareholder group.

Charming Shoppes Board of Directors is independent, diverse and open-minded, and its interests are closely aligned with those of all Charming Shoppes shareholders.  Our Board, which is comprised of eight directors, seven of whom are independent, is actively engaged in the strategy of the Company and is committed to building value for all shareholders.

Additional Information:

Charming Shoppes, Inc. and its directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Company’s 2008 Annual Meeting of Shareholders.  The Company plans to file a proxy statement with the Securities and Exchange Commission (“SEC”) in connection with the solicitation of proxies for the Annual Meeting.  Information concerning persons who may be considered participants in the solicitation of the Company’s shareholders under the rules of the SEC is set forth in public filings filed by the Company with the SEC, including its proxy statement relating to its 2007 Annual Meeting of Shareholders, and will be set forth in its proxy statement relating to its 2008 Annual Meeting of Shareholders.  These documents may be (currently or when filed with the SEC) obtained free of charge at the SEC’s website at http://www.sec.gov and the Company’s website at http://phx.corporate-ir.net/phoenix.zhtml?c=106124&p=irol-sec or MacKenzie Partners at 1-800-322-2885 or via email at proxy@mackenziepartners.com.

Charming Shoppes, Inc. operates 2,455 retail stores in 48 states under the names LANE BRYANT®, FASHION BUG®, FASHION BUG PLUS®, CATHERINES PLUS SIZES®, LANE BRYANT OUTLET™, PETITE SOPHISTICATE® and PETITE SOPHISTICATE OUTLET™.  Apparel, accessories, footwear and gift catalogs, including the following titles, are operated by Charming Shoppes’ Crosstown Traders:  Lane Bryant Woman, Old Pueblo Traders, Bedford Fair, Willow Ridge, Lew Magram, Brownstone Studio, Intimate Appeal, Monterey Bay Clothing Company, Coward Shoe and Figi's.  Please visit www.charmingshoppes.com for additional information about Charming Shoppes, Inc.

CONTACT:	Gayle M. Coolick
	Director of Investor Relations
	(215) 638-6955
	Dan Burch / Jeanne Carr
	MacKenzie Partners, Inc.
	212-929-5500
	Matthew Sherman / Andrea Priest
	Joele Frank, Wilkinson Brimmer Katcher
	212-355-4449

EX-99.2

EXHIBIT 99.2

Charming Shoppes Receives Notification From Investor

Dear Associates:

Many of you may be aware of recent opinions publicly expressed by a new investor group in Charming Shoppes.  I would like to share a few brief thoughts with you on this topic.

First and foremost, Charming Shoppes’ Board of Directors and management team are committed to acting in the best interest of the Company and all of its stakeholders. We welcome the views and opinions of our investors with the shared goal of enhancing value for all Charming Shoppes associates, shareholders and customers.  However, the Board of Directors remains focused on the best interests of all Charming Shoppes shareholders and will not be distracted by the threat of a proxy contest from a dissident shareholder group.

Although the industry as a whole is facing challenging economic and industry factors, we are confident in our direction for Charming Shoppes.  We must continue to build our brands and provide our customers with superior products to create value, both for our shareholders and our customers.

Lastly, I would like to remind you about our procedures for responding to outside inquiries. If you receive any investor, analyst or media inquiries, please forward them to Gayle Coolick, Director of Investor Relations, at (215) 638-6955 or gayle.coolick@charming.com.

On behalf of our Board of Directors and senior management team, I would like to thank all of you for your continued hard work and dedication to Charming Shoppes, and for your continued support as we build our multi-brand, multi-channel business model.

Sincerely,

Dorrit J. Bern

Additional Information: