CHARMING SHOPPES INC
10-Q/A, 1994-12-09
WOMEN'S CLOTHING STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   Form 10-Q

             (X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended July 30, 1994

                                       OR

             ( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



                           Commission File No. 0-7258



                             CHARMING SHOPPES, INC
             (Exact name of registrant as specified in its charter)


    PENNSYLVANIA                                                23-1721355
    (State or other jurisdiction of       (I.R.S.  Employer Identification
    incorporation or organization)          Number)



    450 WINKS LANE BENSALEM, PA                                      19020
     (Address of principal executive offices)                   (Zip Code)



                                 (215) 245-9100
              (Registrant's telephone number, including Area Code)



    Indicate by check mark whether the registrant (1) has filed all reports
    required to be filed by Section 13 or 15 (d) of the Securities Exchange
    Act of 1934 during the preceding 12 months (or for such shorter period
    that the registrant was required to file such reports), and (2) has
    been subject to such filing requirements for the past 90 days.
    YES (X)  NO ( )



    102,797,094 common shares were outstanding as of July 30, 1994.















                          PART II.  OTHER INFORMATION


    Item 4.  Submission of Matters to a Vote of Security Holders   The
    Company's annual meeting of shareholders was held on June 28, 1994.

    Election of Directors

    The following nominees were elected as Directors of the Company:

    NOMINEE                        NUMBER OF VOTES          TERM
                                 FOR        WITHHELD

    Mordechay Kafry           84,000,078    2,247,537       1997

    Marvin L. Slomowitz       84,077,931    2,169,684       1997

    Geoffrey W. Levy          84,399,834    1,847,781       1997

    APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN

    The proposal for the adoption of the Employee Stock Purchase Plan was
    approved and received the votes of the number of shares set forth
    below:

       FOR         AGAINST      ABSTAIN      BROKER NONVOTES


    82,694,410     679,131     2,452,674         421,400























                                      (12)













    Item 6.  Exhibits and Reports on Form 8-K

        (a)  Exhibits

             None





        (b)  Reports on Form 8-K

             No reports on Form 8-K were filed by the Company during the
             quarter ended July 30, 1994






































                                      (13)













                                   SIGNATURES



              Pursuant to the requirements of the Securities Exchange Act
    of 1934, the Registrant has duly caused this report to be signed on its
    behalf by the undersigned thereunto duly authorized.




                                       CHARMING SHOPPES, INC.
                                       -----------------------------------
                                       (Registrant)


    Date:   September 12, 1994         S/David V. Wachs
            ------------------         -----------------------------------
                                       David V. Wachs
                                       (Chairman of the Board)

    Date:   September 12, 1994         S/Ivan Szeftel
            ------------------         ------------------------------------
                                       Ivan Szeftel-Executive Vice
                                       President Finance (Chief Financial
                                       Officer)




































<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-28-1995
<PERIOD-END>                               JUL-30-1994
<CASH>                                          80,400
<SECURITIES>                                    42,476
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                    313,915
<CURRENT-ASSETS>                               524,792
<PP&E>                                         451,505
<DEPRECIATION>                                 181,469
<TOTAL-ASSETS>                                 892,871
<CURRENT-LIABILITIES>                          293,120
<BONDS>                                         21,937
<COMMON>                                        10,280
                                0
                                          0
<OTHER-SE>                                     540,097
<TOTAL-LIABILITY-AND-EQUITY>                   892,871
<SALES>                                        621,028
<TOTAL-REVENUES>                               621,028
<CGS>                                          440,450
<TOTAL-COSTS>                                  440,450
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,151
<INCOME-PRETAX>                                 47,226
<INCOME-TAX>                                    15,207
<INCOME-CONTINUING>                             32,019
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    32,019
<EPS-PRIMARY>                                      .30
<EPS-DILUTED>                                        0
        

</TABLE>


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