UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
Charming Shoppes, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
161133103
(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 file reporting 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
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).
PAGE 1 OF 4 PAGES
CUSIP No. 161133103
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Pacific Advisors, Inc.
04-3118452
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
N/A (B) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
(5) SOLE VOTING POWER
-0-
NUMBER OF
SHARES (6) SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
(8) SHARED DISPOSITIVE POWER
-0-
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0
12) TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 2 OF 4 PAGES
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.
First Pacific Advisors, Inc.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE,
RESIDENCE.
11400 West Olympic Boulevard, Suite 1200, Los Angeles, CA
90064
ITEM 2(c) CITIZENSHIP OR PLACE OF ORGANIZATION.
Massachusetts
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock
ITEM 2(e) CUSIP NUMBER.
161133103
ITEM 3 REPORTING PERSON.
See Item 12 on cover page
ITEM 4 OWNERSHIP.
See Items 5 - 11 on cover page
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
First Pacific Advisors, Inc. had no beneficial ownership
of Charming Shoppes, Inc. common stock and has ceased
operations as a registered investment adviser as of
October 1, 2006. A new company, First Pacific Advisors,
LLC, is now the beneficial owner of the common stock as
of October 1, 2006.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
N/A
PAGE 3 OF 4 PAGES
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
N/A
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 purpose 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.
November 8, 2006
Date
/s/ Thomas M. Turpin
Signature
Thomas M. Turpin, President
Name/Title
PAGE 4 OF 4 PAGES