As filed with the Securities and Exchange Commission on October 8, 2004

                                                Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                             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 No.)
incorporation or organization)

                                 450 Winks Lane
                          Bensalem, Pennsylvania 19020
                (Address of principal executive offices) (Zip Code)

                             CHARMING SHOPPES, INC.
                      2004 STOCK AWARD AND INCENTIVE PLAN
                            (Full title of the plan)

                              COLIN D. STERN, ESQ.
                             Charming Shoppes, Inc.
                                 450 Winks Lane
                          Bensalem, Pennsylvania 19020
                     (Name and address of agent for service)

                                 (215) 245-9100
          (Telephone number, including area code, of agent for service)





<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE
 -------------------------------------------------------------------------------------------------
 Title of securities   Amount to be       Proposed maximum    Proposed maximum     Amount of
 to be registered(1)   registered(1)      offering price      aggregate offering   registration
                                          per share (2)       price(2)             fee(3)
 -------------------------------------------------------------------------------------------------


<S>                    <C>                <C>                 <C>                  <C>
 Common Stock          9,500,000 shares   $ 7.20              $ 68,400,000.00      $ 8,666.28
 $.10 par value
</TABLE>

<PAGE>




(1) Includes Stock Purchase Rights attached to Common Stock, as provided under
the Rights Agreement, dated as of April 26, 1999, between Charming Shoppes, Inc.
and American Stock Transfer & Trust Company, as Rights Agent. Pursuant to Rule
416(a), the number of shares being registered (and attached rights) shall be
adjusted to include any additional shares which may become issuable as a result
of stock splits, stock dividends or similar transactions in accordance with the
anti-dilution provisions of the Plan listed above.

(2) Determined solely for the purpose of computing the registration fee pursuant
to Rules 457(c) and (h)(1) based on the average of the high and low prices of
the Registrant's common stock reported in the Nadsaq National Market on October
1, 2004.

(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows: $126.70 per $1 million of proposed maximum aggregate
offering price.




<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Omitted as permitted by Form S-8 and Rule 428.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by Charming Shoppes, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission"), are incorporated
by reference in this Registration Statement:

1. Annual Report on Form 10-K, for the Fiscal Year Ended January 31, 2004;

2. Quarterly Reports on Form 10-Q, for the Quarter Ended May 1, 2004 and the
Quarter Ended July 31, 2004;

3. Each of the Company's Current Reports on Form 8-K filed with the Commission
since January 31, 2004 pursuant to Section 13(a) of the Exchange Act, but
excluding any Form 8-K that was "furnished to" but not "filed" with the
Commission; and

4. The description of the Company's Common Stock contained in the Registration
Statement on Form S-3 filed by the Company with the Commission on July 1, 1996
(File No. 333-04137), the description of the Stock Purchase Rights attached to
Common Stock contained in the Company's Amended Form 8A/12B filed with the
Commission on April 28, 1999 (File No. 000-07258), and any description of the
Common Stock, and rights relating thereto, contained in any other of the
Registrant's registration statements relating to the Common Stock or such rights
filed with the Commission under the Securities Exchange Act of 1934, including
any amendment or report filed for the purpose of updating the description.

        All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement, from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into the Registration Statement. Any Form 8-K "furnished" to, but
not "filed" with, the Commission after the date of this Registration Statement
shall not be deemed to be incorporated by reference into this Registration
Statement.

        Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

        The consolidated financial statements of the Registrant included in the
Registrant's Annual Report on Form 10-K for the fiscal year ended January 31,
2004 have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given upon the authority of such firm as experts in accounting and auditing.

ITEM 4.  DESCRIPTION OF SECURITIES.

        The class of securities to be offered under this Registration Statement
is registered under Section 12(g) of the Exchange Act.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The legality of the shares of Common Stock offered hereby has been
passed upon for the Registrant by Colin D. Stern, Esq., Executive Vice
President, General Counsel and Secretary of the Registrant. As of October 7,
2004, Mr. Stern owned 74,784 shares of the Company's Common Stock and options to
purchase 243,000 additional shares.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL"), provide that a business corporation may indemnify
directors and officers against liabilities and expenses they may incur as such
provided that the particular person acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. In general, the power to
indemnify under these sections does not exist in the case of actions against a
director or officer by or in the right of the corporation if the person
otherwise entitled to indemnification shall have been adjudged to be liable to
the corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnification for specified
expenses. Section 1743 of the PBCL provides that the corporation is required to
indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.

        Section 1713 of the PBCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for
monetary damages except where (i) the director has breached the duties of his or
her office under Chapter 17, Subchapter B of the PBCL ("Subchapter B"), and (ii)
such conduct constitutes self-dealing, willful misconduct or recklessness. The
statute provides that a director may not be relieved of responsibility under a
criminal statute or of liability for the payment of taxes pursuant to any
federal, state or local law.

        Section 1746 of the PBCL grants a corporation broad authority to
indemnify its directors and officers for liabilities and expenses incurred in
such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.

        Section 1747 of the PBCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
representative of another corporation or other enterprise, against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify the person against such liability under Subchapter
B.

        Section 7.01 of the Bylaws provides that the Company will indemnify any
person who is a party to or is threatened to be made a party to any threatened,
pending or completed proceeding (including a proceeding by or in the right of
the Registrant) by reason of the fact that such person is or was a director,
officer or employee of the Registrant or, at the request of the Registrant was
serving as a director, officer, partner, fiduciary or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, to the fullest extent permitted by law, including expenses
(including attorneys' fees), damages, punitive damages, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by such
person unless such act or failure to act is finally determined by a court to
have constituted willful misconduct or recklessness. Section 7.02 of the Bylaws
provides for the advancement of expenses to an indemnified party upon receipt of
an undertaking by the party to repay those amounts if it is ultimately
determined that the indemnified party is not entitled to indemnification.

        Section 7.04 of the Bylaws authorizes the Registrant to use any
mechanism or arrangement, as determined by the Board of Directors, to further
effect, satisfy or secure its indemnification obligations, including purchasing
and maintaining insurance, obtaining a letter of credit, creating a reserve,
trust, escrow or other fund or account, entering into indemnification agreements
or granting security interests.

        Section 7.05 of the Bylaws provides that the rights of indemnification
under the Bylaws will be deemed a contract between the Company and each person
entitled to indemnification. Section 7.06 of the Bylaws states that the
indemnification authorized by the Bylaws will not be exclusive of any other
rights to which persons seeking indemnification or advancement of expenses may
be entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.


ITEM 8.  EXHIBITS.

        The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:


Exhibit No.  Description
-----------  -----------

   4         Amended and Restated Rights Agreement, dated as of February 1,
             2001, between Charming Shoppes, Inc. and American Stock Transfer &
             Trust Company, as Rights Agent, incorporated by reference to Form
             10-K of the Registrant for the fiscal year ended February 3, 2001
             (Exhibit 4.1).

   5         Opinion of Colin D. Stern, Esq. as to the legality of the shares
             being registered.

  23.1       Consent of Ernst & Young LLP, independent auditors.

  23.2       Consent of Colin D. Stern, Esq. (included in Exhibit 5).

  24         Power of Attorney (set forth on the signature page of this
             Registration Statement).


ITEM 9.  UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                (i) To include any prospectus required by section 10(a)(3) of
        the Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or events arising
        after the effective date of the registration statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20% change in the
        maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement.

                (iii) To include any material information with respect to the
        plan of distribution not previously disclosed in the registration
        statement or any material change to such information in the registration
        statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering;

(b) The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




<PAGE>


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Bensalem, Commonwealth of Pennsylvania, this 7th
day of October, 2004.

                                         CHARMING SHOPPES, INC.


                                         By: /S/ DORRIT J. BERN
                                            ----------------------------------
                                            Dorrit J. Bern
                                            Chairman of the Board, President
                                            and Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Charming Shoppes, Inc. hereby constitutes and appoints Dorrit J.
Bern and Colin D. Stern, and each of them, his or her true and lawful
attorney-in-fact and agent, for and in his or her name, place and stead, in any
and all capacities, to sign this Registration Statement on Form S-8 under the
Securities Act of 1933, including post-effective amendments and other related
documents, and to file the same with the Securities and Exchange Commission
under said Act, hereby granting power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.




        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and on the date(s) indicated:

Signature                      Capacity                          Date
---------                      --------                          ----

/S/ DORRIT J. BERN
--------------------------     Chairman of the Board, President  October 7, 2004
Dorrit J. Bern                 and Chief Executive Officer


/S/ WILLIAM O. ALBERTINI
--------------------------     Director                          October 7, 2004
William O. Albertini


/S/ JOSEPH L. CASTLE II
--------------------------     Director                          October 7, 2004
Joseph L. Castle II


/S/ YVONNE M. CURL
--------------------------     Director                          October 7, 2004
Yvonne M. Curl


/S/ CHARLES T. HOPKINS
--------------------------     Director                          October 7, 2004
Charles T. Hopkins


/S/ KATHERINE HUDSON
--------------------------     Director                          October 7, 2004
Katherine Hudson


/S/ PAMELA S. LEWIS
--------------------------     Director                          October 7, 2004
Pamela S. Lewis


/S/ KENNETH S. OLSHAN
--------------------------     Director                          October 7, 2004
Kenneth S. Olshan


/S/ ALAN ROSSKAMM
--------------------------     Director                          October 7, 2004
Alan Rosskamm


/S/ ERIC M. SPECTER
--------------------------     Executive Vice President, Chief   October 7, 2004
Eric M. Specter                Financial Officer


/S/ JOHN J. SULLIVAN
--------------------------     Vice President and Corporate      October 7, 2004
John J. Sullivan               Controller (Chief Accounting
                               Officer)


<PAGE>



                                  EXHIBIT INDEX



 Exhibit
 Number      Description
 -------     -----------

   4         Amended and Restated Rights Agreement, dated as of February 1,
             2001, between Charming Shoppes, Inc. and American Stock Transfer &
             Trust Company, as Rights Agent, incorporated by reference to Form
             10-K of the Registrant for the fiscal year ended February 3, 2001
             (Exhibit 4.1).

   5         Opinion of Colin D. Stern, Esq. as to the legality of the shares
             being registered.

  23.1       Consent of Ernst & Young LLP, independent auditors.

  23.2       Consent of Colin D. Stern, Esq. (included in Exhibit 5).

  24         Power of Attorney (set forth on the signature page of this
             Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8, 2004 STOCK PLAN", "secsgml_size_bytes": 22276}]
{"company-data": {"conformed-name": "CHARMING SHOPPES INC", "cik": "0000019353", "assigned-sic": "5621", "irs-number": "231721355", "state-of-incorporation": "PA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119638", "film-number": "041072140"}, "business-address": {"street1": "450 WINKS LANE", "city": "BENSALEM", "state": "PA", "zip": "19020", "phone": "2152459100"}, "mail-address": {"street1": "450 WINKS LANE", "city": "BENSALEM", "state": "PA", "zip": "19020"}}
As filed with the Securities and Exchange Commission on October 8, 2004

                                                Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             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 No.)
incorporation or organization)

                                 450 Winks Lane
                          Bensalem, Pennsylvania 19020
                (Address of principal executive offices) (Zip Code)

                             CHARMING SHOPPES, INC.
                      2004 STOCK AWARD AND INCENTIVE PLAN
                            (Full title of the plan)

                              COLIN D. STERN, ESQ.
                             Charming Shoppes, Inc.
                                 450 Winks Lane
                          Bensalem, Pennsylvania 19020
                     (Name and address of agent for service)

                                 (215) 245-9100
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
 -------------------------------------------------------------------------------------------------
 Title of securities   Amount to be       Proposed maximum    Proposed maximum     Amount of
 to be registered(1)   registered(1)      offering price      aggregate offering   registration
                                          per share (2)       price(2)             fee(3)
 -------------------------------------------------------------------------------------------------
Common Stock          9,500,000 shares   $ 7.20              $ 68,400,000.00      $ 8,666.28
 $.10 par value
(1) Includes Stock Purchase Rights attached to Common Stock, as provided under
the Rights Agreement, dated as of April 26, 1999, between Charming Shoppes, Inc.
and American Stock Transfer & Trust Company, as Rights Agent. Pursuant to Rule
416(a), the number of shares being registered (and attached rights) shall be
adjusted to include any additional shares which may become issuable as a result
of stock splits, stock dividends or similar transactions in accordance with the
anti-dilution provisions of the Plan listed above.

(2) Determined solely for the purpose of computing the registration fee pursuant
to Rules 457(c) and (h)(1) based on the average of the high and low prices of
the Registrant's common stock reported in the Nadsaq National Market on October
1, 2004.

(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows: $126.70 per $1 million of proposed maximum aggregate
offering price.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Omitted as permitted by Form S-8 and Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by Charming Shoppes, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission"), are incorporated
by reference in this Registration Statement:

1. Annual Report on Form 10-K, for the Fiscal Year Ended January 31, 2004;

2. Quarterly Reports on Form 10-Q, for the Quarter Ended May 1, 2004 and the
Quarter Ended July 31, 2004;

3. Each of the Company's Current Reports on Form 8-K filed with the Commission
since January 31, 2004 pursuant to Section 13(a) of the Exchange Act, but
excluding any Form 8-K that was "furnished to" but not "filed" with the
Commission; and

4. The description of the Company's Common Stock contained in the Registration
Statement on Form S-3 filed by the Company with the Commission on July 1, 1996
(File No. 333-04137), the description of the Stock Purchase Rights attached to
Common Stock contained in the Company's Amended Form 8A/12B filed with the
Commission on April 28, 1999 (File No. 000-07258), and any description of the
Common Stock, and rights relating thereto, contained in any other of the
Registrant's registration statements relating to the Common Stock or such rights
filed with the Commission under the Securities Exchange Act of 1934, including
any amendment or report filed for the purpose of updating the description.

        All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement, from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into the Registration Statement. Any Form 8-K "furnished" to, but
not "filed" with, the Commission after the date of this Registration Statement
shall not be deemed to be incorporated by reference into this Registration
Statement.

        Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

        The consolidated financial statements of the Registrant included in the
Registrant's Annual Report on Form 10-K for the fiscal year ended January 31,
2004 have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given upon the authority of such firm as experts in accounting and auditing.

ITEM 4.  DESCRIPTION OF SECURITIES.

        The class of securities to be offered under this Registration Statement
is registered under Section 12(g) of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The legality of the shares of Common Stock offered hereby has been
passed upon for the Registrant by Colin D. Stern, Esq., Executive Vice
President, General Counsel and Secretary of the Registrant. As of October 7,
2004, Mr. Stern owned 74,784 shares of the Company's Common Stock and options to
purchase 243,000 additional shares.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL"), provide that a business corporation may indemnify
directors and officers against liabilities and expenses they may incur as such
provided that the particular person acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. In general, the power to
indemnify under these sections does not exist in the case of actions against a
director or officer by or in the right of the corporation if the person
otherwise entitled to indemnification shall have been adjudged to be liable to
the corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnification for specified
expenses. Section 1743 of the PBCL provides that the corporation is required to
indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.

        Section 1713 of the PBCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for
monetary damages except where (i) the director has breached the duties of his or
her office under Chapter 17, Subchapter B of the PBCL ("Subchapter B"), and (ii)
such conduct constitutes self-dealing, willful misconduct or recklessness. The
statute provides that a director may not be relieved of responsibility under a
criminal statute or of liability for the payment of taxes pursuant to any
federal, state or local law.

        Section 1746 of the PBCL grants a corporation broad authority to
indemnify its directors and officers for liabilities and expenses incurred in
such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.

        Section 1747 of the PBCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
representative of another corporation or other enterprise, against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify the person against such liability under Subchapter
B.

        Section 7.01 of the Bylaws provides that the Company will indemnify any
person who is a party to or is threatened to be made a party to any threatened,
pending or completed proceeding (including a proceeding by or in the right of
the Registrant) by reason of the fact that such person is or was a director,
officer or employee of the Registrant or, at the request of the Registrant was
serving as a director, officer, partner, fiduciary or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, to the fullest extent permitted by law, including expenses
(including attorneys' fees), damages, punitive damages, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by such
person unless such act or failure to act is finally determined by a court to
have constituted willful misconduct or recklessness. Section 7.02 of the Bylaws
provides for the advancement of expenses to an indemnified party upon receipt of
an undertaking by the party to repay those amounts if it is ultimately
determined that the indemnified party is not entitled to indemnification.

        Section 7.04 of the Bylaws authorizes the Registrant to use any
mechanism or arrangement, as determined by the Board of Directors, to further
effect, satisfy or secure its indemnification obligations, including purchasing
and maintaining insurance, obtaining a letter of credit, creating a reserve,
trust, escrow or other fund or account, entering into indemnification agreements
or granting security interests.

        Section 7.05 of the Bylaws provides that the rights of indemnification
under the Bylaws will be deemed a contract between the Company and each person
entitled to indemnification. Section 7.06 of the Bylaws states that the
indemnification authorized by the Bylaws will not be exclusive of any other
rights to which persons seeking indemnification or advancement of expenses may
be entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

        The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:

Exhibit No.  Description
-----------  -----------

   4         Amended and Restated Rights Agreement, dated as of February 1,
             2001, between Charming Shoppes, Inc. and American Stock Transfer &
             Trust Company, as Rights Agent, incorporated by reference to Form
             10-K of the Registrant for the fiscal year ended February 3, 2001
             (Exhibit 4.1).

   5         Opinion of Colin D. Stern, Esq. as to the legality of the shares
             being registered.

  23.1       Consent of Ernst & Young LLP, independent auditors.

  23.2       Consent of Colin D. Stern, Esq. (included in Exhibit 5).

  24         Power of Attorney (set forth on the signature page of this
             Registration Statement).

ITEM 9.  UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                (i) To include any prospectus required by section 10(a)(3) of
        the Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or events arising
        after the effective date of the registration statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20% change in the
        maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement.

                (iii) To include any material information with respect to the
        plan of distribution not previously disclosed in the registration
        statement or any material change to such information in the registration
        statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering;

(b) The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Bensalem, Commonwealth of Pennsylvania, this 7th
day of October, 2004.

                                         CHARMING SHOPPES, INC.

                                         By: /S/ DORRIT J. BERN
                                            ----------------------------------
                                            Dorrit J. Bern
                                            Chairman of the Board, President
                                            and Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Charming Shoppes, Inc. hereby constitutes and appoints Dorrit J.
Bern and Colin D. Stern, and each of them, his or her true and lawful
attorney-in-fact and agent, for and in his or her name, place and stead, in any
and all capacities, to sign this Registration Statement on Form S-8 under the
Securities Act of 1933, including post-effective amendments and other related
documents, and to file the same with the Securities and Exchange Commission
under said Act, hereby granting power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and on the date(s) indicated:

Signature                      Capacity                          Date
---------                      --------                          ----

/S/ DORRIT J. BERN
--------------------------     Chairman of the Board, President  October 7, 2004
Dorrit J. Bern                 and Chief Executive Officer

/S/ WILLIAM O. ALBERTINI
--------------------------     Director                          October 7, 2004
William O. Albertini

/S/ JOSEPH L. CASTLE II
--------------------------     Director                          October 7, 2004
Joseph L. Castle II

/S/ YVONNE M. CURL
--------------------------     Director                          October 7, 2004
Yvonne M. Curl

/S/ CHARLES T. HOPKINS
--------------------------     Director                          October 7, 2004
Charles T. Hopkins

/S/ KATHERINE HUDSON
--------------------------     Director                          October 7, 2004
Katherine Hudson

/S/ PAMELA S. LEWIS
--------------------------     Director                          October 7, 2004
Pamela S. Lewis

/S/ KENNETH S. OLSHAN
--------------------------     Director                          October 7, 2004
Kenneth S. Olshan

/S/ ALAN ROSSKAMM
--------------------------     Director                          October 7, 2004
Alan Rosskamm

/S/ ERIC M. SPECTER
--------------------------     Executive Vice President, Chief   October 7, 2004
Eric M. Specter                Financial Officer

/S/ JOHN J. SULLIVAN
--------------------------     Vice President and Corporate      October 7, 2004
John J. Sullivan               Controller (Chief Accounting
                               Officer)
EXHIBIT INDEX

 Exhibit
 Number      Description
 -------     -----------

   4         Amended and Restated Rights Agreement, dated as of February 1,
             2001, between Charming Shoppes, Inc. and American Stock Transfer &
             Trust Company, as Rights Agent, incorporated by reference to Form
             10-K of the Registrant for the fiscal year ended February 3, 2001
             (Exhibit 4.1).

   5         Opinion of Colin D. Stern, Esq. as to the legality of the shares
             being registered.

  23.1       Consent of Ernst & Young LLP, independent auditors.

  23.2       Consent of Colin D. Stern, Esq. (included in Exhibit 5).

  24         Power of Attorney (set forth on the signature page of this
             Registration Statement).