FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   MacDowell MaryEllen 2. Date of Event Requiring Statement (Month/Day/Year) 06/16/2010 3. Issuer Name and Ticker or Trading Symbol CHARMING SHOPPES INC [CHRS] (Last) (First) (Middle) 450 WINKS LANE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President - Fashion Bug 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) BENSALEM, PA 19020 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 21,159 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights (right to buy) (1)	04/01/2011(2)	03/31/2015	Common Stock	11,919	$ 5	D	Â
Stock Appreciation Rights (right to buy) (1)	01/21/2011(3)	01/20/2016	Common Stock	35,000	$ 1.19	D	Â
Stock Appreciation Rights (right to buy) (1)	03/23/2011(4)	03/22/2016	Common Stock	65,000	$ 1.57	D	Â
Stock Appreciation Rights (right to buy) (1)	04/05/2011(5)	04/04/2017	Common Stock	24,173	$ 5.18	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MacDowell MaryEllen 450 WINKS LANE BENSALEM, PA 19020	Â	Â	  President - Fashion Bug	Â

Signatures

MaryEllen MacDowell		06/16/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 one-third of the underlying shares on the date indicated and each of the following two anniversaries of the dated indicated, subject to acceleration and early expiration in the event of certain terminations of employment.
(3)	The SAR will become exercisable as to one-third of the underlying shares on the date indicated and each of the following two anniversaries of the date indicated, subject to acceleration and early expiration in the event of certain terminations of employment.
(4)	The SAR will become exercisable as to 40% of the underlying shares on the date indicated and 30% on each of the following two anniversaries of the date indicated, subject to acceleration and early expiration in the event of certain terminations of employment or if the awards are not assumed in a change of control.
(5)	The SAR will become exercisable as to 25% of the underlying shares on the date indicated and each of the following three anniversaries of the date indicated, subject to acceleration and early expiration in the event of certain terminations of employment or if the awards are not assumed in a change of control.

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