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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1. Name and Address of Reporting Person * HUDSON KATHERINE M   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 450 WINKS LANE 3. Date of Earliest Transaction (Month/Day/Year) 06/14/2012 (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 Common Stock 06/14/2012   U   163,189 (1) D $ 7.35 71,578 D   Common Stock 06/14/2012   D   71,578 (2) D $ 7.35 0 D

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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

Option (right to buy)

$ 4.78

06/14/2012

D

6,500 (3)

06/01/2004

06/26/2013

Common Stock

6,500

$ 7.35

0

D

Restricted Stock Units

$ 0 (4)

06/14/2012

D

3,000 (4)

(4)

(4)

Common Stock

3,000

$ 7.35

0

D

Deferred Shares

$ 0 (4)

06/14/2012

D

18,296 (4)

(4)

(4)

Common Stock

18,296

$ 7.35

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HUDSON KATHERINE M 450 WINKS LANE BENSALEM, PA 19020	X

Signatures

Katherine M. Hudson		06/14/2012
**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)	Disposition of shares in tender offer which constitutes a change in control for cash consideration equal to $7.35 per share.
(2)	Disposition of shares resulting from restricted stock units and other deferrals pursuant to a merger for cash consideration equal to $7.35 per share in a transaction exempt under Rule 16b-3(e).
(3)	Option canceled pursuant to a merger in exchange for cash consideration equal to the difference between $7.35 and the exercise price of the option multiplied by the number of options canceled. This transaction is exempt under Rule 16b-3(e).
(4)	Restricted stock units ("RSUs") and deferred shares canceled pursuant to a merger in exchange for cash consideration equal to $7.35 per RSU or deferred share. RSUs and deferred shares were settleable upon termination of service as a director or earlier upon a change in control. RSUs and deferred shares generally were settleable by issuance of one share, or the cash value of one share, for each RSU or deferred share being settled. This transaction is exempt under Rule 16b-3(e). A change in control became effective on the transaction date.

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