UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. 0)
CHARMING SHOPPES INC
(Name of Issuer)
Common
(Title of Class of Securities)
161133103
(CUSIP Number)
1) Name of Reporting Person National Rural Electric
S.S. or I.R.S. Identification Cooperative Association
No. of Above Person 53-0116145
2) Check the Appropriate Box N/A
if a Member of a Group
3) SEC Use Only
4) Citizenship or Place of Arlington, VA
Organization
Number of 5) Sole Voting Power 6,497,500
Shares
Beneficially Owned 6) Shared Voting Power 0
by Each Reporting
Person With 7) Sole Dispositive Power 6,497,500
8) Shared Dispositive Power 0
9) Aggregate Amount Bene- 6,497,500
ficially Owned by Each
Reporting Person
10) Check Box if the Aggregate N/A
Amount in Row (9) Excludes
Certain Shares
11) Percent of Class Represented 6.6%
by Amount in Row 9
12) Type of Person Reporting EP
Item 1 (a) Name of Issuer
CHARMING SHOPPES INC.
(b) Address of Issuer's Principal Executive Offices
450 Winks Lane
Bensalem, PA 19020
Item 2 (a) Name of Person Filing
National Rural Electric Cooperative Association
(b) Address of Principal Business Office
4301 Wilson Blvd.
Arlington, VA 22203
(c) Citizenship
Commonwealth of Virginia - National Rural Electric Cooperative
Association
(d) Title of Class of Securities
Common
(e) CUSIP Number
161133103
Item 3 The person filing this statement pursuant to Rule 13d-1(b)
or 13d-2(b) is:
(f) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see 240.13d-1(b)(1)(ii)(F)
Item 4 Ownership (a) Amount Beneficially Owned 6,497,500
(b) Percent of Class 6.6%
(c) Number of Shares as to which
Such Person Has:
(i) sole power to vote or to direct the vote 6,497,500
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 6,497,500
(iv) shared power to dispose or to direct the
disposition of 0
Item 5 Ownership of Five Percent or Less of a Class
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8 Identification and Classification of Members of the Group
Not Applicable
Item 9 Notice of Dissolution of Group
Not Applicable
Item 10 Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 23, 2000
Date
Peter R. Morris
Signature
Peter R. Morris, Executive Director/Investments
Name and Title
