Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

On December 1, 2008 the Board of Directors of Charming Shoppes, Inc. (the "Company") approved amendments to the Company's Amended and Restated By-laws (the "By-laws"). The amendments require a shareholder proposing a matter to be voted upon at an annual meeting or seeking to nominate a director to disclose:

1. the number of shares held by the proposing shareholder, any beneficial owner and certain associated persons, or in the case of director nominations, the number of shares held by potential nominees, and changes in this information within 10 days following the record date;

2. any interest such persons have in the proposal;

3. any agreements, arrangements and understandings between such persons and certain other persons relating to the proposal; and

4. the extent to which the proposing shareholder, any beneficial owner and certain associated persons have hedged their positions in the Company.

The By-laws became effective upon approval by the Board of Directors.

A copy of the text of the amendments to the Amended and Restated By-laws, reflecting these amendments are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

3.1 Amended Sections 3.16(b) and (c), 3.17 and 4.02(b) to the By-laws, as Amended and Restated, of Charming Shoppes, Inc.

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