FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * FOGARTY JAMES P   2. Issuer Name and Ticker or Trading Symbol CHARMING SHOPPES INC [CHRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 450 WINKS LANE 3. Date of Earliest Transaction (Month/Day/Year) 04/02/2009 (Street) BENSALEM, PA 19020 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Right (1)

$ 1.82

04/02/2009

A

900,000

04/02/2010(2)

04/01/2016

Common Stock

900,000

(1)

900,000

D

Stock Appreciation Right (1)

$ 1.82

04/02/2009

A

1,100,000

(3)(4)

04/01/2016

Common Stock

1,100,000

(1)

1,100,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FOGARTY JAMES P 450 WINKS LANE BENSALEM, PA 19020	X		President and CEO

Signatures

JAMES P FOGARTY		04/02/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Stock appreciation rights ("SAR") exercisable for stock, granted for no consideration other than services. The grant is exempt under Rule 16b-3(d).
(2)	The SAR will become exercisable as to 25% of the underlying shares on each of the first, second, third and fourth anniversaries of the date of grant (Transaction Date), subject to acceleration and early expiration in the event of certain terminations of employment.
(3)	SARs will become exercisable only if the market price of Common Stock has appreciated by 20% above the $1.82 base price. Subject to achieving this price appreciation target, (i) the SARs will become exercisable at a rate of up to 25% per year at the beginning of the Company's FYs 2011 - 2014 (see footnote (4)); and (ii) a given vesting tranche may vest earlier if specified market price targets for the underlying shares are reached or exceeded ($2.40 per share in the current FY 2010; $3.50 per share during FY 2011; $5.00 during FY 2012, and $7.50 during FY 2013). However, SARs that become exercisable in a given FY are limited based on their aggregate in-the-money value at the time of vesting (the "Value Cap"), as follows: SARs vesting in FY 2010, $159,500; vesting in FY 2011, $1,000,000; vesting in FY 2012, $1,750,000; vesting in FY 2013, $10,340,500; vesting in FY 2014, $3,666.667; vesting in FY 2015 or after, $3,500,000 in any FY.
(4)	[Continuation of Footnote (3)] If the Value Cap applies in one FY, vesting will occur immediately in the next FY to the extent of the available Value Cap in that next FY. Vesting will accelerate in certain circumstances upon a change in control or termination of employment, and the SARs may expire early following certain employment terminations. The Company's fiscal years begin as follows: FY 2011 begins January 31, 2010; FY 2012 begins January 30, 2011; FY 2013 begins January 29, 2012; and FY 2014 begins February 3, 2013.

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