UNITED STATES
                    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 November 3, 2001

                                    or

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

          For the transition period from             to

                        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
       incorporation or organization)             Identification No.)

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

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

                              NOT APPLICABLE
--------------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed since last
                                  report)

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 ( )

The number of shares outstanding of the issuer's Common Stock, as of Novem-
ber 3, 2001, was 110,933,717 shares.

                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
                             TABLE OF CONTENTS



                                                                    Page
                                                                    ----
                                                                
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets
   November 3, 2001 and February 3, 2001..........................   2 - 3

Condensed Consolidated Statements of Operations and
   Comprehensive Income
   Thirteen weeks ended November 3, 2001 and October 28, 2000.....       4
   Thirty-nine weeks ended November 3, 2001 and October 28, 2000..       5

Condensed Consolidated Statements of Cash Flows
   Thirty-nine weeks ended November 3, 2001 and October 28, 2000..       6

Notes to Condensed Consolidated Financial Statements..............  7 - 17

Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations

Forward-looking Statements........................................      18

Recent Developments............................................... 18 - 21

Results of Operations............................................. 22 - 27

Liquidity and Capital Resources................................... 27 - 30

Market Risk.......................................................      31

Item 3.  Quantitative and Qualitative Disclosures About Market
Risk..............................................................      31

PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K......................... 32 - 33












                      PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements


                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS




                                                               November 3,   February 3,
(In thousands)                                                     2001          2001
                                                                   ----          ----
                                                               (Unaudited)
                                                                       
ASSETS
Current assets
Cash and cash equivalents....................................  $   56,578     $ 56,544
Available-for-sale securities, (including fair value
  adjustments of $34 and $3, respectively....................      40,964       48,817
Merchandise inventories......................................     433,738      259,127
Deferred taxes...............................................      31,848       10,678
Prepayments and other........................................      77,213       56,748
                                                               ----------     --------
  Total current assets.......................................     640,341      431,914
                                                               ----------     --------

Property, equipment, and leasehold improvements..............     648,259      504,071
Less: accumulated depreciation and amortization..............     322,043      286,208
                                                               ----------     --------
  Net property, equipment, and leasehold improvements........     326,216      217,863
                                                               ----------     --------

Trademarks and other intangible assets.......................     171,967            0
Goodwill.....................................................     113,045       92,520
Available-for-sale securities (including fair value
  adjustments of $8 and $77, respectively)...................      10,199       76,461
Other assets.................................................      36,450       34,009
                                                               ----------     --------
Total assets.................................................  $1,298,218     $852,767
                                                               ==========     ========



See Notes to Condensed Consolidated Financial Statements





















                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)




                                                              November 3,   February 3,
(In thousands except share amounts)                               2001          2001
                                                                  ----          ----
                                                              (Unaudited)
                                                                      
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Short-term borrowings........................................ $  152,503    $      0
Accounts payable.............................................    149,433      94,881
Accrued expenses.............................................    167,553     123,690
Income taxes payable.........................................      7,965           0
Current portion -- long-term debt............................      7,597       4,954
                                                              ----------    --------
  Total current liabilities..................................    485,051     223,525
                                                              ----------    --------

Deferred taxes...............................................     34,475      21,433
Long-term debt...............................................    205,198     113,540
Minority interest............................................      1,000       1,000

Stockholders' equity
Common Stock $.10 par value
  Authorized -- 300,000,000 shares
  Issued -- 111,349,933 shares and
    110,731,483 shares, respectively.........................     11,135      11,073
Additional paid-in capital...................................    100,619      80,977
Treasury stock at cost -- 416,216 shares and
  9,105,000 shares, respectively.............................     (1,899)    (41,537)
Deferred employee compensation...............................     (4,191)     (1,629)
Accumulated other comprehensive (loss) income................       (869)         74
Retained earnings............................................    467,699     444,311
                                                              ----------    --------
  Total stockholders' equity.................................    572,494     493,269
                                                              ----------    --------
Total liabilities and stockholders' equity................... $1,298,218    $852,767
                                                              ==========    ========



See Notes to Condensed Consolidated Financial Statements






















                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                         AND COMPREHENSIVE INCOME
                                (Unaudited)




                                                                 Thirteen Weeks Ended
                                                                ----------------------
                                                               November 3,   October 28,
(In thousands except per-share amounts)                           2001          2000
                                                                  ----          ----
                                                                             (Restated)
                                                                      
Net sales....................................................  $549,295      $363,812
                                                               --------      --------

Cost of goods sold, buying, and occupancy expenses...........   396,026       255,576
Selling, general, and administrative expenses................   146,248        94,846
Amortization of goodwill.....................................     1,221         1,199
                                                               --------      --------
Total operating expenses.....................................   543,495       351,621
                                                               --------      --------

Income from operations.......................................     5,800        12,191

Other income, principally interest...........................     1,098         2,139
Interest expense.............................................    (6,636)       (2,393)
                                                               --------      --------

Income before income taxes...................................       262        11,937
Income tax provision.........................................       102         4,560
                                                               --------      --------
Net income...................................................       160         7,377
                                                               --------      --------
Unrealized (losses) gains on available-for-sale securities,
  net of income taxes of $0 and ($243),respectively..........        (1)          456
Reclassification of realized losses on available-for-sale
  securities, net of income tax benefit of $0 and $57,
  respectively...............................................         0           104
Reclassification of amortization of deferred loss on termina-
  tion of derivative, net of income tax benefit of $46.......        85             0
                                                               --------      --------
Total other comprehensive income, net of taxes...............        84           560
                                                               --------      --------

Comprehensive income.........................................  $    244      $  7,937
                                                               ========      ========

Basic net income per share...................................      $.00          $.07
                                                                   ====          ====
Diluted net income per share.................................      $.00          $.07
                                                                   ====          ====



Certain prior-period amounts have been reclassified to conform to the
current presentation.

See Notes to Condensed Consolidated Financial Statements














                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                         AND COMPREHENSIVE INCOME
                                (Unaudited)



                                                                Thirty-nine Weeks Ended
                                                                -----------------------
                                                               November 3,   October 28,
(In thousands except per-share amounts)                            2001          2000
                                                                   ----          ----
                                                                              (Restated)
                                                                       
Net sales..................................................... $1,346,756    $1,172,395
                                                               ----------    ----------

Cost of goods sold, buying, and occupancy expenses............    973,483       823,622
Selling, general, and administrative expenses.................    324,489       276,079
Amortization of goodwill......................................      3,664         3,595
                                                               ----------    ----------
Total operating expenses......................................  1,301,636     1,103,296
                                                               ----------    ----------

Income from operations........................................     45,120        69,099

Other income, principally interest............................      4,503         6,252
Interest expense..............................................    (11,407)       (6,595)
                                                               ----------    ----------
Income before income taxes and cumulative effect of
  accounting change...........................................     38,216        68,756
Income tax provision..........................................     14,828        26,265
                                                               ----------    ----------
Income before cumulative effect of accounting change..........     23,388        42,491

Cumulative effect of accounting change, net of income
  tax benefit of $334.........................................          0          (540)
                                                               ----------    ----------
Net income....................................................     23,388        41,951
                                                               ----------    ----------
Unrealized (losses) gains on available-for-sale securities,
  net of income taxes of $5 and ($393),respectively...........        (53)          734
Reclassification of realized losses on available-for-sale
  securities, net of income tax benefit of $4 and $90,
  respectively................................................          6           166
Unamortized deferred loss on termination of derivative, net
  of income tax benefit of $621...............................     (1,152)            0
Reclassification of amortization of deferred loss on termina-
  tion of derivative, net of income tax benefit of $138.......        256             0
                                                               ----------    ----------
Total other comprehensive (loss) income, net of taxes.........       (943)          900
                                                               ----------    ----------

Comprehensive income.......................................... $   22,445    $   42,851
                                                               ==========    ==========
Basic net income per share:
Income before cumulative effect of accounting change..........      $ .22         $ .42
Cumulative effect of accounting change, net of taxes..........        .00          (.01)
                                                                    -----         -----
Net income....................................................      $ .22         $ .41
                                                                    =====         =====
Diluted net income per share:
Income before cumulative effect of accounting change..........      $ .22         $ .40
Cumulative effect of accounting change, net of taxes..........        .00          (.01)
                                                                    -----         -----
Net income....................................................      $ .22         $ .39
                                                                    =====         =====



Certain prior-period amounts have been reclassified to conform to the
current presentation.

See Notes to Condensed Consolidated Financial Statements



                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)




                                                               Thirty-nine Weeks Ended
                                                               -----------------------
                                                              November 3,   October 28,
(In thousands)                                                    2001          2000
                                                                  ----          ----
                                                                             (Restated)
                                                                      
Operating activities
Net income...................................................   $23,388       $41,951
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization..............................    43,982        35,964
  Other, net.................................................       302           329
  Changes in operating assets and liabilities, excluding
    acquisition of Lane Bryant, Inc.:
    Merchandise inventories..................................   (66,660)      (47,911)
    Accounts payable.........................................    29,001        47,364
    Prepayments and other....................................   (10,245)       10,670
    Accrued expenses.........................................     2,101       (21,556)
    Income taxes payable.....................................     7,965         7,291
                                                               --------      --------
Net cash provided by operating activities....................    29,834        74,102
                                                               --------      --------
Investing activities
Investment in capital assets.................................   (48,369)      (45,250)
Proceeds from sales of capital assets........................         0           833
Acquisition of Lane Bryant, Inc., net of cash acquired.......  (280,841)            0
Proceeds from sales of available-for-sale securities.........   105,931        54,285
Gross purchases of available-for-sale securities.............   (31,866)      (55,281)
Increase in other assets.....................................    (3,481)       (4,169)
                                                               --------      --------
Net cash used in investing activities........................  (258,626)      (49,582)
                                                               --------      --------
Financing activities
Proceeds from short-term borrowings..........................   370,994             0
Repayments of short-term borrowings..........................  (218,491)            0
Proceeds from long-term borrowings...........................    85,950             0
Repayments of long-term borrowings...........................    (4,299)       (2,503)
Payments of deferred financing costs.........................    (7,541)            0
Purchases of treasury stock..................................         0          (713)
Proceeds from exercise of stock options......................     2,213         2,656
                                                               --------      --------
Net cash provided by (used in) financing activities..........   228,826          (560)
                                                               --------      --------

Increase in cash and cash equivalents........................        34        23,960
Cash and cash equivalents, beginning of period...............    56,544        34,299
                                                               --------      --------
Cash and cash equivalents, end of period.....................  $ 56,578      $ 58,259
                                                               ========      ========
Non-cash financing and investing activities
Common stock issued for acquisition of Lane Bryant, Inc......  $ 55,000      $      0
                                                               ========      ========
Equipment acquired through capital leases....................  $ 12,650      $ 14,331
                                                               ========      ========



See Notes to Condensed Consolidated Financial Statements









                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)


1.  Condensed Consolidated Financial Statements

The  condensed  consolidated  balance  sheet as of November 3, 2001 and the
condensed consolidated statements of  operations  and  comprehensive income
and of cash flows  for the thirteen and thirty-nine weeks ended November 3,
2001 and October 28,  2000 have been prepared by the Company without audit.
In the opinion of  management,  all  adjustments (which include only normal
recurring adjustments) necessary to present  fairly  the financial position
at November 3, 2001 and the results of operations and  cash  flows  for the
thirteen and thirty-nine weeks ended November 3, 2001 and October  28, 2000
have been made.   Certain prior-year amounts in the consolidated statements
of operations have  been  reclassified  to conform to the current presenta-
tion.

Certain information and footnote disclosures normally included in financial
statements  prepared  in  accordance  with  accounting principles generally
accepted in the United States have been  condensed  or omitted.  These con-
densed consolidated financial statements should be read in conjunction with
the financial  statements  and  notes  thereto  included  in  the Company's
February 3, 2001 Annual Report on Form 10-K.  The results of operations for
the thirteen and  thirty-nine  weeks ended November 3, 2001 and October 28,
2000 are not necessarily  indicative  of  operating  results  for  the full
fiscal year.

In  the  fourth  quarter of the fiscal year ended February 3, 2001 ("Fiscal
2001"), the Company  changed its method of accounting for sales returns and
layaway sales, as  required  by  Securities  and  Exchange Commission Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue  Recognition in Financial
Statements."  The Company  adopted SAB 101 effective as of the beginning of
Fiscal  2001  and  restated  its  results of operations for the first three
quarters of Fiscal 2001.  The  cumulative effect of the adoption of SAB 101
as of January 30, 2000 was a decrease in income, net of taxes, of $540,000.
Results of operations  for the thirteen and thirty-nine weeks ended October
28, 2000 as  previously  reported, prior to restatement for the adoption of
SAB 101, are as follows:



                                                      Thirteen   Thirty-nine
                                                    Weeks Ended  Weeks Ended
                                                    October 28,  October 28,
(In thousands, except per-share amounts)                2000        2000
                                                        ----        ----
                                                           
Net sales.......................................... $365,690     $1,175,253
Cost of goods sold, buying, and occupancy expenses.  256,609        825,194
Net income.........................................    7,899         43,286
Basic net income per share.........................     $.08           $.43
Diluted net income per share.......................      .08            .41



                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                (Unaudited)


1.  Condensed Consolidated Financial Statements (continued)

Certain  components of cash flow from operating activities for the  thirty-
nine  weeks ended October 28, 2000 have been restated to reflect  the adop-
tion of SAB 101.


2.  Acquisition

On  August 16, 2001, the Company acquired 100% of the outstanding stock  of
Lane  Bryant,  Inc. ("Lane Bryant") from a subsidiary of The Limited,  Inc.
for  cash  of $286,223,000, including direct costs of the acquisition,  and
8,688,784  shares  of  the Company's Common Stock, valued  at  $55,000,000.
Lane  Bryant  operates 653 retail apparel stores in 46 states, specializing
in  fashion apparel and related accessories for women wearing plus-sizes 14
and  greater.  Lane Bryant had net sales of $930 million in the fiscal year
ended February 3, 2001.  The cash paid for the acquisition was funded  with
the  use  of approximately $83,000,000 of the Company's existing  cash  and
cash  equivalents,  a $75,000,000 term loan, and revolving  loans  obtained
under  a  new  credit facility obtained in connection with the  acquisition
(see "Note 4. Debt" below). The Common Stock issued had been previously re-
acquired  by  the  Company  and was being held  as  treasury  shares.   The
Limited, Inc. is restricted from selling the Charming Shoppes, Inc.  Common
Stock  for  a  one-year  period after the close of  the  transaction.   The
acquisition has been accounted for under the purchase method of accounting,
and  the results of operations of Lane Bryant are included in the Company's
results  of operations from the date of acquisition.  Prior-period  results
have not been restated.

Assets acquired and liabilities assumed have been recorded at their estima-
ted  fair  values.  The recorded values of assets acquired and  liabilities
assumed  are  preliminary,  and are subject to  adjustment,  pending  final
determination  of  their acquisition values.  The final allocation  of  the
purchase  price  is not expected to differ materially from the  allocations
used  to  prepare  these  financial statements.   The  Company  expects  to
complete  the  final allocation of the purchase price within twelve  months
from the date of acquisition.  Based on a preliminary determination of  the
value  of  the  net assets acquired, the Company recognized a liability  of
approximately $4.3 million for the estimated value of additional shares  of
the Company's Common Stock to be issued upon final settlement of the acqui-
sition.   The Company expects to determine the actual number of  additional
shares  to be issued by the end of the fiscal year ended February  2,  2002
("Fiscal 2002").  The number of shares of the Company's common stock issued
or  to  be issued in connection with the acquisition is based on a five-day
average market value as defined in the purchase agreement.



                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                (Unaudited)


2.  Acquisition (continued)

In accordance with the requirements of Financial Accounting Standards Board
("FASB")  Statement  of Financial Accounting Standards  ("SFAS")  No.  141,
"Business  Combinations," the Company recognized certain intangible  assets
acquired, primarily trademarks, tradenames, and internet domain names, sep-
arately from goodwill.  The excess of the cost of the acquisition over  the
estimated  fair value of the identifiable net assets acquired ($24,189,000)
has  been allocated to goodwill.  In accordance with the provisions of SFAS
No.  142, "Goodwill and Other Intangible Assets," the goodwill, trademarks,
tradenames,  and internet domain names will not be amortized.  Other intan-
gible  assets  acquired, consisting of customer lists  ($2,700,000)  and  a
covenant  not to compete ($600,000), will be amortized over their estimated
useful life of five years.

The  acquisition of Lane Bryant complements the Company's long-term  growth
strategy  of becoming a leader in the sale of plus-size specialty  apparel.
Lane  Bryant is a premier brand in the plus-size market with an established
customer  base  and  proprietary brand names, and  operates  profitably  in
multiple retail venues, primarily in leading malls.

The  following unaudited pro forma information is based on historical data,
and  gives  effect to the Company's acquisition of Lane Bryant  as  if  the
acquisition  had  occurred on January 30, 2000.  The pro forma  information
includes adjustments having a continuing impact on the consolidated company
as a result of using the purchase method of accounting for the acquisition.
Pro  forma adjustments consist of additional depreciation from the  step-up
in  value  of  property,  equipment, and leasehold  improvements  acquired,
additional  amortization  expense related to  intangible  assets  acquired,
additional  interest expense and amortization of deferred  financing  costs
related  to  debt incurred to finance the acquisition (see "Note  4.  Debt"
below),  and  a  reduction in interest income from the use of approximately
$83,000,000 of the Company's cash and cash equivalents to fund a portion of
the acquisition.

The  unaudited pro forma information is not necessarily indicative  of  the
actual  results  of operations that would have occurred if the  acquisition
had  occurred as of January 30, 2000, and is not necessarily indicative  of
the  results that may be achieved in the future.  The unaudited  pro  forma
information does not reflect adjustments for operating synergies  that  the
Company may realize as a result of the acquisition.  No assurances  can  be
given  as to the amount and timing of any financial benefits that  the Com-
pany may realize as a result of the acquisition.





                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                (Unaudited)


2.  Acquisition (continued)

Unaudited pro forma results of operations:



                                Thirteen Weeks Ended       Thirty-nine Weeks Ended
                                --------------------       -----------------------
                              November 3,  October 28,   November 3,      October 28,
(In thousands)                    2001        2000          2001             2000
                                  ----        ----          ----             ----
                                                              
Net sales.....................  $574,037    $579,688     $1,839,091       $1,840,146
Income before cumulative
  effect of accounting change.      (800)      2,059         29,485           38,678
Net income (loss).............      (800)      2,059         29,485           38,138

Income (loss) per share before
  cumulative effect of
  accounting change:
  Basic.......................    $(0.01)     $0.02           $0.26            $0.35
  Diluted.....................     (0.01)      0.02            0.26             0.34

Net income (loss) per share:
  Basic.......................    $(0.01)     $0.02           $0.26            $0.35
  Diluted.....................     (0.01)      0.02            0.26             0.34


3.  Accrued Restructuring Expenses and Restructuring Credit

On  March  5,  1998, the Company's Board of Directors approved  a  restruc-
turing  plan (the "Plan") that resulted in a pre-tax charge of $34,000,000.
The  Plan was approved in conjunction with the decision to eliminate  men's
merchandise from the Company's Fashion Bug stores.  As of February 3, 2001,
this restructuring plan was completed, and there were no remaining restruc-
ture  accruals  relating  to  this plan.  The  following  table  summarizes
accrued  restructuring charges related to this Plan as of January 29,  2000
and payments charged against the accrual during the thirty-nine weeks ended
October 28, 2000:



                                         Accrued At              Accrued At
                                          January                 October
                                            29,                     28,
(In thousands)                             2000      Payments      2000
                                           ----      --------      ----
                                                       
Lease terminations/amendments and
  renovations of vacated store space....  $4,890     $(4,474)    $  416
Other costs.............................   1,807        (815)       992
                                          ------     -------     ------
                                          $6,697     $(5,289)    $1,408
                                          ======     =======     ======






                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                (Unaudited)


3.  Accrued Restructuring Expenses and Restructuring Credit (continued)

During  the fourth quarter of the fiscal year ended January 29, 2000 ("Fis-
cal  2000"),  the Company recorded a restructuring charge of $1,459,000  in
connection  with the Company's plan to consolidate its Modern Woman  stores
into  its  Catherine's stores.  The restructuring charge was primarily  for
lease  termination costs related to the closing of 11 Modern  Woman  stores
that geographically overlapped Catherine's stores.  During Fiscal 2001, the
Company  closed 10 of the 11 stores, and accrued restructuring  charges  of
$1,086,000 related to these stores were paid.  During the thirty-nine weeks
ended November 3, 2001, the Company closed the remaining store and $373,000
was charged against this accrual.  As of November 3, 2001, this restructur-
ing  plan  was completed, and there were no remaining restructure  accruals
relating to this plan.


4. Debt

Long-term debt:



                                                    November 3, February 3,
(In thousands)                                         2001        2001
                                                       ----        ----
                                                         
7.5% Convertible subordinated notes due 2006......  $ 96,047    $ 96,047
Term loan due August 16, 2004.....................    75,000           0
Capital lease obligations.........................    24,473      15,890
7.77% mortgage note...............................    10,950           0
7.5% mortgage note................................     6,310       6,449
Other.............................................        15         108
                                                    --------    --------
 Total long-term debt.............................   212,795     118,494
Less current portion..............................     7,597       4,954
                                                    --------    --------
                                                    $205,198    $113,540
                                                    ========    ========


In  connection with the acquisition of Lane Bryant, on August 16, 2001  the
Company replaced its existing $150,000,000 revolving credit facility with a
$375,000,000  credit facility pursuant to a loan and security agreement  of
the  same date (the "Facility" or the "Agreement").  This Facility includes
a  revolving  credit facility with a maximum availability of  $300,000,000,
subject to borrowing limitations based on eligible inventory and the  value
of  certain real property, and a three-year term loan of $75,000,000.   The
Facility  provides for cash borrowings and enables the Company to issue  up
to $150,000,000 of letters of credit for overseas purchases of merchandise.
The  Facility is secured by the general assets of the Company,  except  for
certain assets of the Company's credit card securitization program, certain




                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                (Unaudited)


4. Debt (continued)

real  properties subject to other mortgages, assets of the Company's  joint
venture  with Monsoon plc, and assets of the Company's non-U.S. operations.
The  Facility  expires  on August 16, 2004, with an  option  to  renew  the
revolving  credit facility for an additional year.  The Company also termi-
nated its existing $20,000,000 and $10,000,000 revolving credit facilities,
which  were obtained in connection with the Company's previous acquisitions
of the Catherine's and Modern Woman stores.

The interest rate on borrowings under the revolving credit line ranges from
Prime to Prime plus .75% per annum for Prime Rate Loans, and LIBOR plus  2%
to  LIBOR plus 2.75% per annum for Eurodollar Rate Loans, and is determined
quarterly, based on the Company's Leverage Ratio or excess availability, as
defined  in the Agreement.  The interest rate on borrowings under the  term
loan  equals  Prime plus 4% per annum, with minimum and  maximum  rates  of
11.5% and 13%, respectively, per annum.  As of November 3, 2001, the inter-
est  rates on borrowings under the revolving credit line and term loan were
4.8%  and  11.5%,  respectively.  There is a fee of  1-1/2%  per  annum  on
outstanding  documentary letters of credit, a fee of 2% per  annum  on out-
standing stand-by letters of credit, a fee of .375% to .5% per annum on the
unused portion of the revolving credit facility, and annual servicing  fees
totaling $156,000.  Costs incurred by the Company in obtaining the Facility
were  approximately $7,541,000.  These debt acquisition costs have been de-
ferred and are being amortized over the life of the Agreement.

The  Agreement includes limitations on sales and leasebacks, the incurrence
of  additional  liens and debt, capital lease financing, and  other limita-
tions.   The Agreement also requires, among other things, that the  Company
not pay dividends on its Common Stock and maintain an Adjusted Tangible Net
Worth (as defined in the Agreement) of $228,000,000 (subject to increase or
decrease  in certain circumstances).  Until the term loan is paid in  full,
the  Company  is  required to maintain a minimum 12-month  earnings  before
interest,  income  taxes,  depreciation,  and  amortization  ("EBITDA")  of
$140,000,000  and maintain a ratio of Total Secured Debt to EBITDA  of  not
greater  than  3 to 1, as more fully described in the Agreement.   The  12-
month  EBITDA  that includes periods prior to the date of the Agreement  is
specifically defined in the agreement.  As of November 3, 2001,  the avail-
ability under the revolving credit facility was $111,170,000.

The  7.77% mortgage note, dated November 1, 2001, has a ten-year term  with
119  monthly installments of principal and interest of $103,000  commencing
in  January 2002 and a final payment of any remaining unpaid principal  and
interest  in  December  2011.   The  mortgage  note  is  secured  by  land,
buildings,  fixtures, and equipment owned by the Company at its offices  in
Bensalem,  Pennsylvania  and  by  leases and rents owned or received by the


                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                (Unaudited)


4. Debt (continued)


Company  from  tenants  of  the  Bensalem  facility.  The  net  proceeds of
$10,851,000  from  the mortgage note were used to repay a  portion  of  the
borrowings  outstanding under the $300,000,000 revolving  credit  facility,
discussed above.


5.  Stockholders' Equity



                                                              Thirty-nine
                                                              Weeks Ended
(In thousands)                                              November 3, 2001
                                                            ----------------
                                                            
Total stockholders' equity, beginning of period.............    $493,269
Net income..................................................      23,388
Market value of treasury shares issued for acquisition
  of Lane Bryant, Inc.......................................      55,000
Exercises of stock options..................................         927
Amortization of deferred compensation expense...............         853
Net unamortized deferred loss on termination of
  derivative, net of income tax benefit of $483.............        (896)
Net unrealized losses on available-for-sale securities......         (47)
                                                                --------
Total stockholders' equity, end of period...................    $572,494
                                                                ========


6.  Derivative Financial Instruments

The  Company adopted the provisions of Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") No. 133, "Ac-
counting for Derivative Instruments and Hedging Activities," as amended  by
SFAS  No.  138, "Accounting for Certain Derivative Instruments and  Certain
Hedging  Activities," as of the beginning of Fiscal  2002.   During  Fiscal
2001, the Company terminated an interest rate swap agreement with a notion-
al  principal amount of $50 million.  In accordance with SFAS No. 133,  the
deferred loss on termination of the swap as of February 4, 2001 ($1,152,000
net of a tax benefit of $621,000) has been recognized in "Accumulated other
comprehensive  (loss) income" on the Company's consolidated balance  sheet,
and  is  being  amortized to selling, general, and administrative  expenses
over the 44-month remaining life of the original swap period.







                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                (Unaudited)


7.  Customer Loyalty Card Program

During  the first quarter of the current fiscal year, the Company  began  a
customer  loyalty  card program for its Fashion Bug store  customers.   The
program  grants discounts on customer purchases over a twelve-month  period
upon payment of a $20 annual fee.  Revenues from the program are recognized
as  sales  over the life of the membership as discounts are  earned.   Upon
cancellation of a loyalty card, refunds of membership fees are  reduced  by
the amount of any discounts granted to the member under the program.  Costs
incurred  by  the Company in connection with the program are recognized  in
cost  of goods sold as incurred.  During the thirteen and thirty-nine weeks
ended  November 3, 2001, the Company recognized $4,433,000 and  $8,060,000,
respectively, of revenues in connection with this program.


8.  Net Income Per Share



                                            Thirteen Weeks Ended         Thirty-nine Weeks Ended
                                            --------------------         -----------------------
(In thousands except per-share            November 3,    October 28,    November 3,    October 28,
amounts)                                     2001           2000           2001           2000
                                             ----           ----           ----           ----
                                                         (Restated)                    (Restated)
                                                                             
Basic weighted average common
  shares outstanding...................... 109,579        101,155         104,067        101,042
Dilutive effect of assumed
  conversion of convertible notes.........       0              0               0         12,875
Dilutive effect of stock options..........     964            827             989          1,019
                                           -------        -------         -------        -------
Diluted weighted average common
  shares and equivalents outstanding...... 110,543        101,982         105,056        114,936
                                           =======        =======         =======        =======

Income before cumulative effect
  of accounting change....................    $160         $7,377         $23,388        $42,491
Decrease in interest expense
  from assumed conversion of notes,
  net of income taxes.....................       0              0               0          3,376
                                              ----         ------         -------        -------
Income before cumulative effect
  of accounting change used to
  determine diluted earnings
  per share...............................     160          7,377          23,388         45,867
Cumulative effect of accounting
  change, net of income taxes.............       0              0               0           (540)
                                              ----         ------         -------        -------
Net income used to determine
  diluted earnings per share..............    $160         $7,377         $23,388        $45,327
                                              ====         ======         =======        =======

Options with weighted average
  exercise price greater than market
  price, excluded from computation of
  diluted earnings per share:
Number of shares..........................   6,417          4,559           5,593         4,014
Weighted average exercise price
  per share...............................   $7.32          $7.69           $7.48         $7.95




                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                (Unaudited)


The  effect  of assumed conversion of the Company's 7.5% Convertible Subor-
dinated  Notes  due 2006 was excluded from the computation of  diluted  net
income  per share for the thirteen weeks ended November 3, 2001 and October
28,  2000 and the thirty-nine weeks ended October 28, 2000 because  the ef-
fect would have been anti-dilutive.

Grants  of stock awards under the Company's restricted stock award programs
generally require continuing employment for a specified period of time as a
condition  for vesting of the award.  Grants that have not vested  and  are
subject  to a risk of forfeiture are included in the calculation of diluted
earnings  per  share using the treasury stock method if the impact  of  the
award  is dilutive.  Upon vesting, shares issued under these award programs
are included in the calculation of basic earnings per share.


9.  Impact of Recent Accounting Pronouncements

In  September 2000, The FASB issued SFAS No. 140, "Accounting for Transfers
and  Servicing  of Financial Assets and Extinguishments of Liabilities,"  a
replacement  of SFAS No. 125.  SFAS No. 140 retains most of the  provisions
of  SFAS  No.  125, but revises the standards for accounting  for securiti-
zations and other transfers of financial assets and collateral and requires
certain  disclosures.  SFAS No. 140 is based on application of a financial-
components approach that focuses on control.  Under this approach, after  a
transfer  of financial assets, an entity recognizes the financial and serv-
icing assets it controls and the liabilities it has incurred, de-recognizes
financial  assets when control has been surrendered, and de-recognizes lia-
bilities when extinguished.

SFAS  No. 140 is effective for transfers and servicing of financial  assets
and  extinguishments of liabilities occurring after March 31, 2001, and  is
effective  for recognition and reclassification of collateral and  for dis-
closures relating to securitization transactions and collateral for  fiscal
years  ending after December 15, 2000.  The Company adopted the  disclosure
provisions of SFAS No. 140 as of Fiscal 2001, and will adopt the accounting
requirements  of SFAS No. 140 to the extent that it issues  new  beneficial
interests  after March 31, 2001.  Adoption of SFAS No. 140 did not  have  a
material impact on the results of operations or financial position for  the
thirteen  or thirty-nine weeks ended November 3, 2001, and is not  expected
to have a material impact on future operating results.








                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                (Unaudited)


9.  Impact of Recent Accounting Pronouncements (continued)

In  July  2001, the FASB issued SFAS No. 141, "Business Combinations,"  and
SFAS  No.  142,  "Goodwill  and Other Intangible  Assets."   SFAS  No.  141
requires  the  use  of the purchase method of accounting for  business com-
binations  initiated  after June 30, 2001, and expands  the  definition  of
intangible  assets that are to be recorded separately from  goodwill.   For
business  combinations accounted for under the purchase method  which  were
completed  prior to July 1, 2001, previously recorded goodwill and intangi-
bles  are  to be evaluated against the criteria in SFAS No. 141, which  may
result in the reclassification of certain intangible assets into or out  of
recorded  goodwill.  SFAS No. 142 requires that goodwill and certain intan-
gible  assets  with an indefinite useful life are not to be amortized,  but
are  to  be reviewed for impairment at least annually and written  down  in
periods  in  which  the recorded value of the goodwill or intangible  asset
exceeds its fair value.

For  goodwill and other intangible assets acquired prior to June 30,  2001,
the  Company is required to adopt the provisions of SFAS No. 141  and  SFAS
No.  142  as  of February 3, 2002 (the beginning of the fiscal  year  ended
February  1, 2003).  The Company's condensed consolidated balance sheet  as
of  November  3,  2001 includes $88.9 million of goodwill recognized  as  a
result  of  the  acquisition of Catherines Stores, Inc. ("Catherine's")  in
January  2000.  In accordance with the provisions of these statements,  the
Company will continue to amortize the Catherine's goodwill through the  end
of  Fiscal 2002, recognizing approximately $4.9 million of amortization for
Fiscal  2002.   Commencing February 3, 2002, the  Company  will  no  longer
amortize  the Catherine's goodwill; however, subsequent impairment  reviews
may  result in periodic write-downs of the Catherine's goodwill.  In  addi-
tion,  intangible  assets meeting the requirement for  separate  disclosure
under  SFAS  Nos.  141 and 142 may be reclassified out of  the  Catherine's
goodwill  as  of the date of adoption of the statements, and  may be  sepa-
rately amortized based on their useful lives.  Except for discontinuing the
amortization  of  goodwill, the Company has not determined  the  impact  of
adoption  of SFAS Nos. 141 and 142 with respect to the Catherine's goodwill
on the Company's financial condition or results of operations.












                  CHARMING SHOPPES, INC. AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                (Unaudited)


9.  Impact of Recent Accounting Pronouncements (continued)


The  Company  is  required to adopt the provisions  of  SFAS  No.  141  for
business  combinations  accounted for under the purchase  method  that  are
completed  subsequent to June 30, 2001.  In accordance with the  transition
provisions of SFAS No. 142, the Company is required to adopt the provisions
relating  to  non-amortization of goodwill and  recognition  of  intangible
assets  for goodwill and intangibles acquired subsequent to June 30,  2001.
The Company is required to adopt the provisions of SFAS No. 142 in full  as
of  February 3, 2002.  The Company adopted the provisions of SFAS  No.  141
and  the transition provisions of SFAS No. 142 in accounting for its acqui-
sition of Lane Bryant, Inc. (see "Note 2. Acquisition" above).

In  June  2001, the FASB issued SFAS No. 143, "Accounting for Asset Retire-
ment  Obligations."  SFAS No. 143 is effective for fiscal  years  beginning
after  June 15, 2002, and addresses financial accounting and reporting  for
obligations  associated with the retirement of tangible  long-lived  assets
and the associated asset retirement costs.  Adoption of SFAS No. 143 is not
expected  to have a material impact on the Company's financial position  or
results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for Impairment of
Long-lived Assets and Long-lived Assets to be Disposed Of."  SFAS  No.  144
is  effective for fiscal years beginning after December 15, 2001.  SFAS No.
144  supersedes SFAS No. 121, "Accounting for the Impairment of  Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" and the accounting  and
reporting provisions of Accounting Principles Board ("APB") Opinion No. 30,
"Reporting  the Results of Operations -- Reporting the Effects of  Disposal
of  a  Segment  of a Business, and Extraordinary, Unusual and  Infrequently
Occurring Events and Transactions" related to the disposal of a segment  of
a  business.    SFAS  No.  144 also resolves certain implementation  issues
related  to  SFAS No. 121.  The Company is currently evaluating the  effect
that adoption of SFAS No. 144 will have on the Company's financial position
or results of operations.













 Item 2.  Management's Discussion and Analysis of Financial Condition and
                           Results of Operations


FORWARD-LOOKING STATEMENTS

This  Management's Discussion and Analysis of Financial  Condition  and Re-
sults  of Operations contains certain forward-looking statements concerning
the Company's operations, performance and financial condition.  In particu-
lar, it includes forward-looking statements regarding the Company's growth,
earnings,  sales  performance, store openings and closings,  cost  savings,
capital  requirements, the Company's exposure to fluctuations  in  interest
rates,  and other matters.  Such forward-looking statements are subject  to
various  risks and uncertainties that could cause actual results to  differ
materially  from  those indicated in the forward-looking statements.   Such
risks and uncertainties may include, but are not limited to, (i) failure to
achieve successful integrations, (ii) rapid changes in or miscalculation of
fashion  trends,  (iii)  extreme or unseasonable weather  conditions,  (iv)
economic  downturns, a weakness in overall consumer demand, inflation,  and
cyclical  variations in the retail market for women's fashion apparel,  (v)
the  risks  attendant  to the sourcing of the Company's  merchandise  needs
abroad, including exchange rate fluctuations, political instability,  trade
sanctions or restrictions, changes in quota and duty regulations, delays in
shipping,  or  increased costs of transportation, (vi) the interruption  of
merchandise  flow to the Company's retail stores from its  centralized dis-
tribution  facilities, (vii) competitive pressures, (viii) the  ability  to
hire  and  train  associates,  (ix)  the  availability  of  suitable  store
locations  on appropriate terms, (x) failure to realize merger-related syn-
ergies,  and (xi) the adverse effects of acts or threats of war, terrorism,
or  other  armed conflict on the United States and international economies.
These, and other risks and uncertainties, are detailed further in this Item
2, in "Part I, Item 1 -- Business: Cautionary Statement for Purposes of the
Safe  Harbor Provisions of the Private Securities Litigation Reform Act  of
1995" of the Company's Annual Report on Form 10-K for the fiscal year ended
February  3,  2001, and in the Company's reports filed with the  Securities
and Exchange Commission from time to time.


RECENT DEVELOPMENTS

On  August 16, 2001, the Company acquired 100% of the outstanding stock  of
Lane  Bryant,  Inc. ("Lane Bryant") from a subsidiary of The Limited,  Inc.
("The  Limited") for cash of $286,223,000 and 8,688,784 shares of  the Com-
pany's  Common  Stock,  valued at $55,000,000.  Lane  Bryant  operates  653
retail  apparel  stores in 46 states, specializing in fashion  apparel  and
related  accessories  for women wearing plus-sizes 14  and  greater.   Lane
Bryant had net sales of $930  million  in the fiscal year ended February 3,






2001.   The  cash  paid  for the acquisition was funded  with  the  use  of
approximately  $83,000,000 of the Company's existing cash and  cash equiva-
lents,  a $75,000,000 term loan, and revolving loans obtained under  a  new
credit  facility  obtained  in connection with the  acquisition  (discussed
below).   The  Common Stock issued had been previously re-acquired  by  the
Company  and  was  being held as treasury shares.   The  Limited,  Inc.  is
restricted from selling the Charming Shoppes, Inc. Common Stock for a  one-
year  period after the close of the transaction.  The acquisition has  been
accounted  for under the purchase method of accounting, and the results  of
operations  of Lane Bryant are included in the Company's results  of opera-
tions  from  the date of acquisition.  Prior-period results have  not  been
restated.

Assets acquired and liabilities assumed have been recorded at their estima-
ted  fair  values.  The recorded values of assets acquired and  liabilities
assumed  are  preliminary,  and are subject to  adjustment,  pending  final
determination  of  their acquisition values.  The final allocation  of  the
purchase  price  is not expected to differ materially from the  allocations
used  to  prepare  these  financial statements.   The  Company  expects  to
complete  the  final allocation of the purchase price within twelve  months
from the date of acquisition.  Based on a preliminary determination of  the
value  of  the  net assets acquired, the Company recognized a liability  of
approximately $4.3 million for the estimated value of additional shares  of
the Company's Common Stock to be issued upon final settlement of the acqui-
sition.   The Company expects to determine the actual number of  additional
shares  to be issued by the end of the fiscal year ended February  2,  2002
("Fiscal 2002").  The number of shares of the Company's common stock issued
or  to  be issued in connection with the acquisition is based on a five-day
average market value as defined in the purchase agreement.

In accordance with the requirements of Financial Accounting Standards Board
("FASB")  Statement  of Financial Accounting Standards  ("SFAS")  No.  141,
"Business  Combinations," the Company recognized certain intangible  assets
acquired, primarily trademarks, tradenames, and internet domain names, sep-
arately from goodwill.  The excess of the cost of the acquisition over  the
estimated  fair value of the identifiable net assets acquired ($24,189,000)
has  been allocated to goodwill.  In accordance with the provisions of SFAS
No.  142, "Goodwill and Other Intangible Assets," the goodwill, trademarks,
tradenames,  and internet domain names will not be amortized.  Other intan-
gible  assets  acquired, consisting of customer lists  ($2,700,000)  and  a
covenant  not to compete ($600,000), will be amortized over their estimated
useful life of five years.











In  connection with the acquisition of Lane Bryant, on August 16, 2001  the
Company replaced its existing $150,000,000 revolving credit facility with a
$375,000,000  credit facility pursuant to a loan and security agreement  of
the  same date (the "Facility" or the "Agreement").  This Facility includes
a  revolving  credit facility with a maximum availability of  $300,000,000,
subject to borrowing limitations based on eligible inventory and the  value
of certain real property, and a three-year term loan of  $75,000,000.   The
Facility  provides for cash borrowings and enables the Company to issue  up
to $150,000,000 of letters of credit for overseas purchases of merchandise.
The  Facility is secured by the general assets of the Company,  except  for
certain assets of the Company's credit card securitization program, certain
real  properties subject to other mortgages, assets of the Company's  joint
venture  with Monsoon plc, and assets of the Company's non-U.S. operations.
The  Facility  expires  on August 16, 2004, with an  option  to  renew  the
revolving  credit  facility  for  an additional  year.   The  Company  also
terminated  its  existing  $20,000,000  and  $10,000,000  revolving  credit
facilities,  which were obtained in connection with the Company's  previous
acquisitions of the Catherine's and Modern Woman stores.

The interest rate on borrowings under the revolving credit line ranges from
Prime to Prime plus .75% per annum for Prime Rate Loans, and LIBOR plus  2%
to  LIBOR plus 2.75% per annum for Eurodollar Rate Loans, and is determined
quarterly, based on the Company's Leverage Ratio or excess availability, as
defined  in the Agreement.  The interest rate on borrowings under the term-
loan  equals  Prime plus 4% per annum, with minimum and  maximum  rates  of
11.5% and 13%, respectively, per annum.  As of November 3, 2001, the inter-
est  rates on borrowings under the revolving credit line and term loan were
4.8%  and  11.5%,  respectively.  There is a fee of  1-1/2%  per  annum  on
outstanding  documentary letters of credit, a fee of 2% per  annum  on out-
standing stand-by letters of credit, a fee of .375% to .5% per annum on the
unused portion of the revolving credit facility, and annual servicing  fees
totaling $156,000.  Costs incurred by the Company in obtaining the Facility
were  approximately $7,541,000.  These debt acquisition costs have been de=
ferred and are being amortized over the life of the Agreement.

The  Agreement includes limitations on sales and leasebacks, the incurrence
of  additional  liens and debt, capital lease financing, and  other limita-
tions.   The Agreement also requires, among other things, that the  Company
not pay dividends on its Common Stock and maintain an Adjusted Tangible Net
Worth (as defined in the Agreement) of $228,000,000 (subject to increase or
decrease  in certain circumstances).  Until the term loan is paid in  full,
the  Company is required to maintain a minimum twelve-month earnings before
interest,  income  taxes,  depreciation,  and  amortization  ("EBITDA")  of
$140,000,000  and maintain a ratio of Total Secured Debt to EBITDA  of  not
greater  than  3 to 1, as more fully described in the Agreement.   The  12-
month  EBITDA  that includes periods prior to the date of the Agreement  is
specifically defined in the agreement.






The  acquisition of Lane Bryant complements the Company's long-term  growth
strategy  of  becoming one of the leading specialty retailers of  plus-size
apparel.   Lane Bryant is a premier brand in the plus-size market  with  an
established customer base and proprietary brand names, and operates profit-
ably in multiple retail venues, primarily in leading malls.

On  September 11, 2001, major terrorist attacks occurred against the  World
Trade Center in New York City and the Pentagon Building in Washington, D.C.
These  attacks  adversely  affected the United States  economy,  which  was
already  slowing  and showing signs of a recession prior to  September  11,
2001.   The  Company did not experience any direct instances of destruction
or  impairment  of  its  assets.  However, the Company  believes  that  the
effects  of  the  terrorist incidents on the United States economy  had  an
adverse  impact on the Company's results of operations during  the  quarter
ended November 3, 2002.






































RESULTS OF OPERATIONS


The  following table sets forth certain financial data expressed as  a per-
centage of net sales:



                                    Thirteen Weeks Ended       Thirty-nine Weeks Ended
                                    --------------------       -----------------------
                                  November 3,   October 28,   November 3,    October 28,
                                     2001          2000          2001           2000
                                     ----          ----          ----           ----
                                                                   
Net sales.........................  100.0%        100.0%        100.0%         100.0%
Cost of goods sold, buying, and
  occupancy expenses..............   72.1          70.2          72.3           70.3
Selling, general, and
  administrative expenses.........   26.7          26.1          24.1           23.5
Amortization of goodwill..........    0.2           0.3           0.3            0.3
Income from operations............    1.0           3.4           3.3            5.9
Other income, principally interest    0.2           0.6           0.3            0.5
Interest expense..................    1.2           0.7           0.8            0.6
Income tax provision..............    0.0           1.3           1.1            2.2
Income before cumulative effect
  of accounting change............    0.0           2.0           1.7            3.6
Net income........................    0.0           2.0           1.7            3.6



The following table sets forth certain comparative sales data:



                                     Thirteen Weeks Ended       Thirty-nine Weeks Ended
                                     --------------------       -----------------------
                                   November 3,   October 28,   November 3,    October 28,
                                      2001          2000          2001           2000
                                      ----          ----          ----           ----
                                                                   
(Decrease) increase in
comparable store sales(1)(2):
  Fashion Bug......................  (7.2)%         1.2%         (6.3)%          1.0%
  Catherine's......................  (3.8)           --          (1.5)            --

Sales from new stores as a
  percentage of total
  prior-period sales(2):
  Fashion Bug......................   5.2           8.0           5.7            7.8
  Catherine's......................   1.9          26.1(3)        3.2           33.0(3)
  Lane Bryant......................  52.6                        16.3
  Monsoon/Accessorize..............   0.2            --           0.1             --

Prior-period sales from closed
  stores as a percentage of total
  prior-period sales(2):
  Fashion Bug......................  (3.0)         (3.3)         (3.0)          (3.2)
  Catherine's stores...............  (1.4)           --          (4.0)            --

(Decrease) increase in total sales   51.0          31.6          14.9           38.6

--------------------

(1)   Sales from stores in operation during both periods.  Stores are added
      to the comparable store base after 13 full months of operation.

(2)   Based  on  equivalent periods.  Results for thirteen and  thirty-nine
      weeks ended November 3, 2001 may not be equivalent to change in total
      sales.

(3)   Includes sales from Modern Woman stores acquired in August 1999.



Thirteen Weeks Ended November 3, 2001 and October 28, 2000

Net  sales for the quarter ended November 3, 2001 ("Fiscal 2002 Third Quar-
ter") totaled $549.3 million as compared to net sales of $363.8 million for
the  quarter  ended  October 28, 2000 ("Fiscal 2001 Third  Quarter").   Net
sales  for  the Fiscal 2002 Third Quarter include $265.3 million  in  sales
from  Fashion Bug stores, $191.2 million in sales from Lane Bryant  stores,
$92.2  million in sales from Catherine's Stores, and $0.6 million in  sales
from Monsoon/Accessorize stores.  Sales from Lane Bryant stores are for the
period  from August 16, 2001 (the date of acquisition) through November  3,
2001.   Net sales for the Fiscal 2001 Third Quarter include $271.5  million
in  sales  from  Fashion Bug stores and $92.3 million in  sales  from Cath-
erine's  Stores.   In  line with overall consumer  shopping  trends  and  a
generally weak retail sales environment, the Company experienced year-over-
year  decreases in store traffic levels across all of the Company's chains.
For  Fashion Bug stores, improvements in junior sportswear were  more  than
offset by declines in other merchandise categories.  Fashion Bug comparable
store  sales were also negatively affected by a decrease in sales of  girls
merchandise.   In  January  2001, the Company announced  plans  to  support
growth  in large-size apparel and eliminate girls apparel from Fashion  Bug
stores,  effective at the end of the 2000-2001 winter season.   For Cather-
ine's  Stores, increases in sales of casual sportswear and coats were  more
than  offset  by  decreases in sales of other merchandise categories.   For
Lane  Bryant stores, sales of sweaters, knit tops, and jeans benefited from
a  strong back-to-school season in the first half of the quarter.  Although
Lane  Bryant's  results prior to August 16, 2001 are not  included  in  the
Company's  results  of operations and comparable store sales  calculations,
Lane  Bryant's  same-store sales for the Fiscal  2002  Third  Quarter  were
comparable to the Fiscal 2001 Third Quarter.

As  of November 3, 2001, the Company operated 1,268 Fashion Bug and Fashion
Bug  Plus  stores, 659 Lane Bryant stores, 559 Catherine's  stores,  and  9
Monsoon/Accessorize stores, as compared to 1,237 Fashion  Bug  and  Fashion
Bug Plus stores and 535 Catherine's stores as of October 28, 2000.

Cost  of goods sold, buying, and occupancy expenses expressed as a percent-
age of sales increased 1.9% in the Fiscal 2002 Third Quarter as compared to
the Fiscal 2001 Third Quarter.  Cost of goods sold as a percentage of sales
decreased  0.8% in the Fiscal 2002 Third Quarter as compared to the  Fiscal
2001  Third Quarter.  Higher merchandise margins in the Lane Bryant  stores
were  partially offset by decreased margins in the Fashion Bug  and Cather-
ine's  stores  as  a  result of higher levels of  promotional  activity  in
response to slower sales activity.  Cost of goods sold includes merchandise
costs,  net  of discounts and allowances, freight, and inventory shrinkage.
Net merchandise costs and freight are capitalized as inventory costs.







Buying  and occupancy expenses expressed as a percentage of sales increased
2.7%  in the Fiscal 2002 Third Quarter as compared to the Fiscal 2001 Third
Quarter.  The increase in buying and occupancy expenses as a percentage  of
sales  was  primarily  attributable to the lack of leverage  on  relatively
fixed  occupancy costs as a result of a decline in comparable  store  sales
and  relatively  higher  occupancy expenses for  the  Lane  Bryant  stores.
Buying expenses increased slightly as a percentage of sales, primarily as a
result  of buying costs for Lane Bryant stores, which are relatively higher
due  to  the  product development and design process that supports  a  100%
private-label  business.  Buying expenses include payroll,  payroll-related
costs,  and  operating  expenses for the Company's buying  departments  and
warehouses.  Occupancy expenses include rent, real estate taxes, insurance,
common  area maintenance, utilities, maintenance, and depreciation for  the
Company's  stores  and  warehouse facilities  and  equipment.   Buying  and
occupancy costs are treated as period costs and are not capitalized as part
of inventory.

Selling,  general, and administrative expenses increased 0.6% as a percent-
age  of sales.  Selling expenses in the Fiscal 2002 Third Quarter increased
1.9% as a percentage of sales as compared to the Fiscal 2001 Third Quarter.
The  increase was attributable to the lack of leverage on relatively  fixed
store  payroll  expenses  as a result of the decline  in  comparable  store
sales.   An increase in credit income (a component of selling expenses)  in
the  Fiscal 2002 Third Quarter was offset by increased delinquencies in the
Company's   proprietary  credit  card  program.   Administrative   expenses
decreased  1.3%  as a percentage of sales, primarily as  a  result  of  the
synergistic  effect  of  a  larger sales base on  corporate  administrative
expenses.   Selling, general, and administrative expenses exclude  goodwill
amortization related to the acquisition of the Catherine's stores.

Other  income  expressed as a percentage of sales  decreased  0.4%  in  the
Fiscal  2002  Third Quarter as compared to the Fiscal 2001  Third  Quarter,
primarily  as  a result of a decrease in interest income.  Interest  income
decreased  as a result of lower levels of invested funds during the  Fiscal
2002  Third  Quarter as compared to the Fiscal 2001 Third Quarter.   During
the  Fiscal  2002 Third Quarter, the Company used $83,000,000 of  cash  and
investments in connection with the acquisition of Lane Bryant (see  "RECENT
DEVELOPMENTS" above).

Interest expense expressed as a percentage of sales increased 0.5%  in  the
Fiscal  2002  Third Quarter as compared to the Fiscal 2001  Third  Quarter.
The  increase was primarily a result of increased borrowings in  connection
with  the  acquisition  of Lane Bryant (see "RECENT  DEVELOPMENTS"  above).
Interest expense also increased as a result of an increase in capital lease
financing obligations in the Fiscal 2002 Third Quarter as compared  to  the
Fiscal 2001 Third Quarter.







The income tax provision for the Fiscal 2002 Third Quarter was 38.8% of the
Company's  pre-tax income, as compared to 38.2% for the Fiscal  2001  Third
Quarter.   The increase in the effective tax rate is primarily attributable
to  an  increase  in  the tax provision related to  one  of  the  Company's
employee insurance programs.

Net  income per share, assuming dilution, for the Fiscal 2002 Third Quarter
was  $.00  as compared to $.07 for the Fiscal 2001 Third Quarter.   Diluted
net  income  per share excluding goodwill amortization (cash  earnings  per
share)  was $.01 for the Fiscal 2002 Third Quarter as compared to $.08  for
the Fiscal 2001 Third Quarter.


Thirty-nine Weeks Ended November 3, 2001 and October 28, 2000

Net  sales  for the thirty-nine weeks ended November 3, 2001 ("first  three
quarters of Fiscal 2002") totaled $1,346.8 million as compared to net sales
of  $1,172.4  million  for the thirty-nine weeks  ended  October  28,  2000
("first  three  quarters of Fiscal 2001").  Net sales for the  first  three
quarters  of Fiscal 2002 include $860.7 million in sales from the Company's
Fashion Bug stores, $191.2 million in sales from Lane Bryant stores, $293.7
million  in  sales from Catherine's Stores, and $1.2 million in sales  from
Monsoon/Accessorize  stores.  Sales from Lane Bryant  stores  are  for  the
period  from August 16, 2001 (the date of acquisition) through November  3,
2001.  Net sales for the first three quarters of Fiscal 2001 include $872.3
million  in sales from the Company's Fashion Bug stores and $300.1  million
in  sales  from  Catherine's Stores.  Fashion Bug  comparable  store  sales
decreased  primarily as a result of a progressively weaker  general  retail
sales  environment during the first three quarters of Fiscal 2002. Improve-
ments  in  junior and plus sportswear were more than offset by declines  in
other merchandise categories.  Fashion Bug comparable store sales were also
negatively affected by a decrease in sales of girls merchandise as a result
of  the  Company's plans to support growth in large-size apparel and elimi-
nate  girls apparel from Fashion Bug stores.  For Catherine's Stores, which
have  also  been negatively affected by the generally weaker  retail  sales
environment, an increase in sales of casual sportswear was more than offset
by  declines  in  other  merchandise categories.   Although  Lane  Bryant's
results  prior to August 16, 2001 are not included in the Company's results
of  operations and comparable store sales calculations, Lane Bryant's year-
to-date comparable store sales increased 2%.












Cost  of goods sold, buying, and occupancy expenses expressed as a percent-
age  of sales increased 2.0% in the first three quarters of Fiscal 2002  as
compared to the first three quarters of Fiscal 2001.  Cost of goods sold as
a  percentage of sales was unchanged in the first three quarters of  Fiscal
2002  as compared to the first three quarters of Fiscal 2001.  Reduced mer-
chandise margins in the Company's Fashion Bug and Catherine's stores  as  a
result of an increased level of promotional activity during the first three
quarters of Fiscal 2002 and costs related to exiting the girls business  in
the  Company's  Fashion Bug stores were primarily offset by higher merchan-
dise  margins  in the Lane Bryant stores and to a lesser extent  by  strong
management  of  in-season inventory levels.  Cost of  goods  sold  includes
merchandise costs, net of discounts and allowances, freight, and  inventory
shrinkage.  Net merchandise costs and freight are capitalized as  inventory
costs.

Buying  and occupancy expenses expressed as a percentage of sales increased
2.0%  in  the first three quarters of Fiscal 2002 as compared to the  first
three  quarters  of  Fiscal 2001.  The increase  in  buying  and  occupancy
expenses as a percentage of sales was primarily attributable to the lack of
leverage  on relatively fixed occupancy costs as a result of a  decline  in
comparable store sales.  Increased utilities expenses and relatively higher
occupancy  expenses  for  new  and relocated  stores  as  compared  to  the
Company's  existing stores also contributed to the increase in  buying  and
occupancy  expenses  as a percentage of sales.  Buying  expenses  increased
slightly  as  a percentage of sales, primarily as a result of buying  costs
for  Lane  Bryant stores, which are relatively higher due  to  the  product
development and design process that supports a 100% private-label business.
Buying  expenses  include  payroll, payroll related  costs,  and  operating
expenses  for  the Company's buying departments and warehouses.   Occupancy
expenses  include rent, real estate taxes, insurance, common  area mainten-
ance, utilities, maintenance, and depreciation for the Company's stores and
warehouse facilities and equipment.  Buying and occupancy costs are treated
as period costs and are not capitalized as part of inventory.

Selling, general, and administrative expenses expressed as a percentage  of
sales increased 0.6% in the first three quarters of Fiscal 2002 as compared
to  the  first  three quarters of Fiscal 2001.  Selling expenses  increased
1.1%  as a percentage of sales.  The increase was attributable to the  lack
of  leverage on relatively fixed store payroll expenses as a result of  the
decline in comparable store sales.  An improvement in the Company's  credit
operations (which are included in selling expenses) as a result of  reduced
interest  rates related to the Company's asset securitization  program  was
partially  offset  by increased delinquencies in the Company's  proprietary
credit  card  program  during the latter part of the  current-year  period.
Administrative expenses decreased 0.5% as a percentage of sales,  primarily
as  a  result of the synergistic effect of a larger sales base on corporate
administrative  expenses.   Selling, general, and  administrative  expenses
exclude goodwill amortization related to the acquisition of the Catherine's
stores.




Other income expressed as a percentage of sales decreased 0.2% in the first
three  quarters of Fiscal 2002 as compared to the first three  quarters  of
Fiscal  2001,  primarily  as  a result of a decrease  in  interest  income.
Interest  income  decreased as a result of lower levels of  invested  funds
during  the  first three quarters of Fiscal 2002 as compared to  the  first
three  quarters of Fiscal 2001.  During the first three quarters of  Fiscal
2002,  the Company converted investments in marketable securities  to  cash
and  cash equivalents and used $83,000,000 of cash and cash equivalents  in
connection  with the acquisition of Lane Bryant (see "RECENT  DEVELOPMENTS"
above).

Interest expense expressed as a percentage of sales increased 0.2%  in  the
first three quarters of Fiscal 2002 as compared to the first three quarters
of  Fiscal  2001.   The  increase was a result of increased  borrowings  in
connection  with the acquisition of Lane Bryant (see "RECENT  DEVELOPMENTS"
above) and an increase in capital lease financing obligations.

The  income tax provision for the first three quarters of Fiscal  2002  was
38.8%  of the Company's pre-tax income, as compared to 38.2% for the  first
three  quarters of Fiscal 2001.  The increase in the effective tax rate  is
primarily attributable to an increase in the tax provision related  to  one
of the Company's employee insurance programs.

Net  income  per share, assuming dilution, for the first three quarters  of
Fiscal  2002  was $.22 as compared to $.39 for the first three quarters  of
Fiscal  2001.  Diluted net income per share excluding goodwill amortization
(cash  earnings per share) was $.26 for the first three quarters of  Fiscal
2002 as compared to $.43 for the first three quarters of Fiscal 2001.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's primary sources of working capital are cash flow from  opera
tions,  its  proprietary credit card receivables securitization agreements,
its  investment portfolio, and its credit facilities.  The following  table
highlights  certain  information related to  the  Company's  liquidity  and
capital resources:



                                                    November 3,   February 3,
(Dollars in thousands)                                  2001        2001
                                                        ----        ----
                                                            
Working capital...................................    $155,290     $208,389
Cash and cash equivalents.........................      56,578       56,544
Available-for-sale securities.....................      51,163      125,278
Current ratio.....................................         1.3          1.9
Long-term debt to equity (%)......................        35.8         23.0









Net  cash provided by operating activities was $29.8 million for the  first
three  quarters of Fiscal 2002, as compared to $74.1 million for the  first
three  quarters  of Fiscal 2001. Cash provided by operating activities  for
the  first three quarters of Fiscal 2002 was negatively impacted by reduced
operating  income, an increase in merchandise inventories, and an  increase
in  prepaid  expenses, which were partially offset by  a  net  decrease  in
payments  of  accrued  expenses.  As a result  of  the  recent  decline  in
interest  rates, a portion of the Company's investments in U. S. government
agency  bonds  with early redemption provisions were called for  redemption
during the first three quarters of Fiscal 2002.  The $74.1 million decrease
in  available-for-sale securities during the first three quarters of Fiscal
2002 was primarily a result of these redemptions.  The Company invested the
proceeds from these early redemptions in cash equivalents pending their use
in  connection  with  the acquisition of Lane Bryant in  August  2002  (see
"RECENT DEVELOPMENTS" above).

In  connection with the acquisition of Lane Bryant, on August 16, 2001  the
Company replaced its existing $150,000,000 revolving credit facility with a
$375,000,000  credit facility pursuant to a loan and security agreement  of
the  same  date. See "RECENT DEVELOPMENTS" above for a description  of  the
$375,000,000 credit facility.  The Company also entered into various agree-
ments  with  The  Limited  under  which The Limited  will  provide  certain
transitional services.  The agreements range from 1 month to 36 months, and
the  Company  expects  to  pay approximately $6,900,000,  $10,600,000,  and
$1,400,000  during  the fiscal years ended February 2,  2002,  February  1,
2003, and January 31, 2004, respectively, to The Limited under these agree-
ments.   The  Company may terminate these agreements prior to their expira-
tion dates with notice

In  addition,  Lane Bryant has subleased approximately 205 properties  from
The  Limited  pursuant  to a Master Sublease.  The stores  subject  to  the
Master Sublease were operated as Lane Bryant stores prior to the closing of
the acquisition.  The Company has guaranteed the obligations of Lane Bryant
under  the  Master  Sublease, and, in connection with  such  guaranty,  has
entered  into an agreement with The Limited, which requires the Company  to
comply  with  certain financial covenants, as more fully described  in  the
covenant  agreement with The Limited.  Lane Bryant has also  leased  office
space  and  warehouse distribution space from an affiliate of  The  Limited
pursuant to a lease agreement.

During  the  first three quarters of Fiscal 2002, pursuant to a program  to
replace  its existing POS equipment, the Company acquired $12.7 million  of
POS  equipment  for  its Fashion Bug and Catherine's Stores  under  capital
leases.  These leases generally have an initial lease term of 60 months and
contain  a  bargain  purchase  option.  The Company  anticipates  acquiring
additional POS equipment at a total cost of approximately $3.0 million over
the  next  9-12 months, which will be financed through the use  of  capital
leases.





As  of November 3, 2001, the Company has current debt maturity payments  of
$7.6  million,  which  are primarily for amounts due  under  the  Company's
capital lease obligations and mortgage notes.

Capital  expenditures (excluding equipment acquired through capital leases)
were  $48.4 million during the first three quarters of Fiscal 2002.  During
the  remainder of Fiscal 2002, the Company anticipates incurring additional
capital  expenditures of approximately $10 million.   These  capital expen-
ditures  will primarily be for the construction, remodeling, and  fixturing
of  new  and  existing retail stores, investments in management information
systems technology, and improvements to the Company's corporate offices and
distribution  centers.  The Company expects to finance these capital expen-
ditures principally through internally-generated funds.  As a result of the
uncertain  current economic environment, the Company is reevaluating  store
expansion plans and presently intends to limit capital expenditures for the
fiscal  year  ending February 1, 2003 ("Fiscal 2003") to approximately  $50
million.  The number of new store openings could change as the Company con-
tinues to assess its outlook.  The Company continues to evaluate individual
store performance, which could lead to increased store closings in the near
term.

The  Company  plans  to  open approximately 126 new stores,  remodel  35-40
stores, and relocate 50-55 stores during the fiscal year ended February  2,
2002  ("Fiscal  2002").   The following table sets forth  information  with
respect to store activity for the first three quarters of Fiscal 2002:



                              Fashion   Lane                 Monsoon/
                                Bug    Bryant  Catherine's  Accessorize
                               Stores  Stores    Stores       Stores      Total
                               ------  ------    ------       ------      -----
                                                          
Stores at February 3, 2001....  1,230              524           0        1,754
                                -----              ---           -        -----
Stores acquired...............           651                                651
Stores opened.................     60      9        48           9          126
Stores closed.................    (22)    (1)      (13)          0          (36)
                                -----    ---       ---           -        -----
Net change in stores..........     38    659        35           9          741
                                -----    ---       ---           -        -----
Stores at November 3, 2001....  1,268    659       559           9        2,495
                                =====    ===       ===           =        =====

Stores relocated during period     26               20                       46
Stores remodeled during period     24               11                       35


The  Company  has  a trust to which the Company sells, at face  value,  its
interest in receivables created under the Company's Fashion Bug proprietary
credit  card  program.  The Company, together with the trust,  has  entered
into  various  agreements  whereby  it can  sell,  on  a  revolving  basis,
interests  in  these receivables for a specified term.  When the  revolving
period  terminates,  an amortization period begins during  which  principal
payments  are  made to the party with whom the trust has entered  into  the
securitization agreement.






Charming  Shoppes  Receivables Corp. and Charming  Shoppes,  Street,  Inc.,
wholly  owned  indirect subsidiaries of the Company, are separate  special-
purpose  corporations.  At November 3, 2001, Charming  Shoppes  Receivables
Corp. had $33.6 million of Charming Shoppes Master Trust Certificates,  and
Charming Shoppes Street, Inc. had $1.1 million of cash.  These assets  will
be  available  first and foremost to satisfy the claims of  the  respective
creditors of these separate corporate entities, including certain claims of
investors in the Charming Shoppes Master Trust.  The providers of the cred-
it  enhancements and trust investors have no other recourse to the Company.
The  Company  does not receive collateral from any party to the securitiza-
tion,  and  the  Company  does  not have any  risk  of  counter-party  non-
performance.

The  Company  has non-recourse agreements pursuant to which  third  parties
provide  accounts receivable proprietary credit card sales funding programs
for  both  its Catherine's and Lane Bryant stores.  These funding  programs
expire in January 2005 for Catherine's and in January 2006 for Lane Bryant.
Under these agreements, the third parties reimburse the Company daily  with
respect  to  the proprietary credit card sales generated by the  respective
store's credit card accounts.

The securitization and funding agreements improve the overall liquidity  of
the  Company  by  providing  short-term  sources  of  funding.   Additional
information  regarding these programs is included  in  "Part  II,  Item  7.
Management's Discussion and Analysis of Financial Condition and Results  of
Operations:  Financial Condition; Liquidity and Capital Resources"  of  the
Company's Annual Report on Form 10-K for the fiscal year ended February  3,
2001.

The  Company adopted the provisions of Financial Accounting Standards Board
Statement  of Financial Accounting Standards ("SFAS") No. 133,  "Accounting
for  Derivative Instruments and Hedging Activities," as amended by SFAS No.
138,  "Accounting  for Certain Derivative Instruments and  Certain  Hedging
Activities,"  as of the beginning of Fiscal 2002.  During the  fiscal  year
ended  February 3, 2001 ("Fiscal 2001"), the Company terminated an interest
rate  swap  agreement with a notional principal amount of $50 million.   In
accordance with SFAS No. 133, the deferred loss on termination of the  swap
as  of  February 4, 2001 ($1,152,000 net of a tax benefit of $621,000)  has
been  recognized  in "Other comprehensive income" on the Company's consoli-
dated balance sheet, and is being amortized to selling, general, and admin-
istrative  expenses over the 44-month remaining life of the  original  swap
period.

The Company believes that cash flow from operations, its proprietary credit
card  receivables  securitization and funding  agreements,  its  investment
portfolio,  and  its  credit facilities are sufficient to  support  current
operations.






MARKET RISK

The Company manages its Fashion Bug proprietary credit card program through
various  operating  entities that are wholly owned  by  the  Company.   The
primary  activity  of these entities is to service the  proprietary  credit
card  portfolio, the balances of which are sold to a trust under  a  credit
card securitization program.  Under the securitization program, the Company
can  be  exposed  to  fluctuations in interest rates  to  the  extent  that
interest  rates  charged  to its customers vary  from  the  rates  paid  on
certificates  issued  by the trust.  Finance charges on  all  accounts  are
billed using a floating rate index (the Prime lending rate), subject  to  a
floor and limited by legal maximums.  The floating rate index on all of the
certificates  is  either  one-month LIBOR or  the  commercial  paper  rate,
depending on the issue.  The Company has exposure in the movement of  basis
risk  between  the floating-rate index on the certificates  and  the  Prime
rate.   As  of November 3, 2001, the floating rate finance charge rate  was
below the contractual floor rate, thus exposing the Company to a portion of
interest-rate risk.  To the extent that short-term interest rates  were  to
increase by one percentage point by the end of Fiscal 2002, an increase  of
approximately  $500,000  in selling, general, and  administrative  expenses
would result.

The  Company is not subject to material foreign exchange risk, as  the Com-
pany's foreign transactions are primarily U. S. Dollar-denominated and  the
Company's foreign operations do not constitute a material part of its busi-
ness.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

See  "Item  2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations; Market Risk," above.





















                        PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

The  following is a list of Exhibits filed as part of this Quarterly Report
on  Form 10-Q.  Where so indicated, Exhibits that were previously filed are
incorporated  by  reference.  For Exhibits incorporated by  reference,  the
location of the Exhibit in the previous filing is indicated in parenthesis.

2.1  Stock  Purchase  Agreement dated as of July  9,  2001  among  Charming
     Shoppes,  Inc.,  Venice Acquisition Corporation, LFAS,  Inc.  and  The
     Limited, Inc., incorporated by reference to Form 8-K of the Registrant
     dated August 16, 2001, filed on August 31, 2001.  (Exhibit 2.1)

2.2  Services  Agreement dated as of August 16, 2001 between LBH, Inc.  and
     The Limited, Inc., incorporated by reference to Form 8-K of the Regis-
     trant dated August 16, 2001, filed on August 31, 2001. (Exhibit 2.2)

2.3  Covenant  Agreement  dated  as of August  16,  2001  between  Charming
     Shoppes, Inc. and The Limited, Inc., incorporated by reference to Form
     8-K of the Registrant dated August 16, 2001, filed on August 31, 2001.
     (Exhibit 2.3)

2.4  Master Sublease dated as of August 16, 2001 between The Limited,  Inc.
     and  Lane Bryant, Inc. , incorporated by reference to Form 8-K of  the
     Registrant  dated August 16, 2001, filed on August 31, 2001.  (Exhibit
     2.4)

2.5  Lease  Agreement  dated as of August 16, 2001 by and between Distribu-
     tion  Land  Corp. and Lane Bryant, Inc., incorporated by reference  to
     Form 8-K of the Registrant dated August 16, 2001, filed on August  31,
     2001. (Exhibit 2.5)

2.6  Loan  and Security Agreement dated as of August 16, 2001 by and  among
     Charming Shoppes, Inc., Charming Shoppes of Delaware, Inc., CSI Indus-
     tries,  Inc., Catherine Stores Corporation, Lane Bryant, Inc.  and  FB
     Apparel,  Inc., as Borrowers, Charming Shoppes of Delaware,  Inc.,  as
     Borrowers'  Agent,  Congress Financial Corporation, as  Administrative
     Agent,  Collateral  Agent, Joint Lead Arranger and  Joint  Bookrunner,
     J.P.  Morgan  Business Credit Corp., as Co-Agent, Joint Lead  Arranger
     and Joint Bookrunner and The Financial Institutions named therein,  as
     Lenders, incorporated by reference to Form 8-K of the Registrant dated
     August 16, 2001, filed on August 31, 2001. (Exhibit 2.6)

3.1  Restated Articles of Incorporation, incorporated by reference to  Form
     10-K  of  the Registrant for the fiscal year ended January  29,  1994.
     (Exhibit 3.1)


3.2  Bylaws,  as  Amended and Restated, incorporated by reference  to  Form
     10-Q  of the Registrant for the quarter ended July 31, 1999.  (Exhibit
     3.2)

4.1  Registration  Agreement dated as of August 16, 2001  between  Charming
     Shoppes, Inc. and The Limited, Inc., incorporated by reference to Form
     8-K of the Registrant dated August 16, 2001, filed on August 31, 2001.
     (Exhibit 4.1)

(b)  Reports on Form 8-K

On  October  30, 2001, the Company filed an amendment on Form  8-K/A  to  a
report  on  Form  8-K dated August 16, 2001.  The Form  8-K  was  filed  to
report,  under  "Item  2.   Acquisition  or  Disposition  of  Assets,"  the
acquisition by Venice Acquisition Corporation, a subsidiary of the Company,
of  all of the outstanding capital stock of LBH, Inc. from a subsidiary  of
The  Limited, Inc.  LBH, Inc. owns all of the outstanding capital stock  of
Lane  Bryant, Inc. and certain other entities that hold assets used in Lane
Bryant's business.  In accordance with Items 7(a)(4) and 7(b)(2) of Form 8-
K,  the  amendment  on  Form  8-K/A  was filed  to  provide  the  financial
statements  and  pro  forma  financial information  required  by  "Item  7.
Financial  Statements, Pro Forma Financial Information,  and  Exhibits"  of
Form 8-K.






























                                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: December 17, 2001                       /S/DORRIT J. BERN
                                              -----------------
                                                Dorrit J. Bern
                                            Chairman of the Board
                                    President and Chief Executive Officer


Date: December 17, 2001                       /S/ERIC M. SPECTER
                                              ------------------
                                               Eric M. Specter
                                           Executive Vice President
                                           Chief Financial Officer