Edgar Filing: WILLIAMS CAROL

Ownership Submission

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 ^*

Â WILLIAMS CAROL

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2011

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 - Catherines

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BENSALEM,Â PAÂ 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	13,115	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Rights ⁽¹⁾	10/13/2011⁽²⁾	10/12/2015	Common Stock	154,321	$ 3.11	D	Â
Stock Appreciation Rights ⁽¹⁾	03/23/2011⁽³⁾	03/22/2016	Common Stock	115,000	$ 1.57	D	Â
Stock Appreciation Rights ⁽¹⁾	04/05/2011⁽⁴⁾	04/04/2017	Common Stock	41,966	$ 5.18	D	Â
Stock Appreciation Rights ⁽¹⁾	03/29/2012⁽⁴⁾	03/28/2018	Common Stock	60,000	$ 4	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WILLIAMS CAROL 450 WINKS LANE BENSALEM,Â PAÂ 19020	Â	Â	Â President - Catherines	Â

Signatures

Carol Williams		06/16/2011
^**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 each of the third, fourth and fifth anniversaries of the date of grant (Transaction Date), subject to acceleration and early expiration in the event of certain terminations of employment.
(3)	The SAR will become exercisable as to forty (40%) percent of the underlying shares on the second anniversary and thirty (30%) percent on each of the 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.
(4)	The SAR will become exercisable as to twenty-five (25%) percent of the underlying shares on each of the 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.

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