| Re: | Your letter dated March 20, 2009 |
| Charming Shoppes, Inc., File No. 000-07258 | |
| Schedule 14A filed April 2, 2008 | |
| Form 10-Q for the fiscal quarter ended November 1, 2008 |
| Dear Mr. Reynolds: |
| 1. | We note your response to prior comment nine from our letter dated January 30, 2009. In your response you indicate that you will disclose your free cash flow targets with respect to your 2007-09 performance shares. Please provide us with your draft disclosure. To the extent that these targets, or your performance against these targets, are currently unknown, or have yet to be disclosed, you may omit such figures in your draft disclosure provided your response appropriately identifies where the actual figures will be presented. |
| 2. | We note from your response to comment 10 of our letter dated January 30, 2009, that you intend to restate your quarterly financial information to reflect the correct amounts for the loss from discontinued operations and net income/(loss). Please provide us with the disclosure that you intend to include in your Fiscal 2009 Form 10-K. In your response, tell us how you satisfied the disclosure requirements set forth in paragraph 26 of SFAS 154 related to the correction of errors. |
| · | Disclosed that the previously issued financial statements for the first three fiscal quarters have been restated, along with a description of the nature of the error |
| · | Disclosed the effect of the correction for each of the first three fiscal quarters by financial statement line item and the per-share amounts affected |
| · | Paragraph 26 of SFAS 154 requires disclosure of the cumulative effect of the change on retained earnings or other appropriate components of equity or net assets in the statement of financial position, as of the beginning of the earliest period presented. As the above error occurred and was corrected within the same fiscal year, such disclosures were not applicable. |
| First | Second | Third | Fourth | |||||||||||||
| (In thousands, except per share amounts) | Quarter | Quarter | Quarter | Quarter | ||||||||||||
| Fiscal 2009 | ||||||||||||||||
| Net sales | $ | 641,346 | $ | 648,616 | $ | 553,066 | $ | 631,870 | ||||||||
| Gross profit | 194,163 | 174,748 | 124,728 | 134,305 | ||||||||||||
| Income/(loss) from continuing operations | 657 | (1) | (3,710 | )(2) | (57,785 | )(3) | (108,451 | )(4) | ||||||||
Loss from discontinued operations(5) | (45,894 | ) | (5,153 | ) | (23,875 | ) | 0 | |||||||||
Net loss(5) | (45,237 | )(1) | (8,863 | )(2) | (81,660 | )(3) | (108,451 | )(4) | ||||||||
| Basic net income/(loss) per share: | ||||||||||||||||
Continuing operations | $ | .01 | (1) | $ | (.03 | )(2) | $ | (.50 | )(3) | $ | (.94 | )(4) | ||||
Discontinued operations(5) | (.40 | ) | (.05 | ) | (.21 | ) | .00 | |||||||||
Net loss(5)(6) | (.39 | )(1) | (.08 | )(2) | (.71 | )(3) | (.94 | )(4) | ||||||||
| Diluted net income/(loss) per share: | ||||||||||||||||
Continuing operations | .01 | (1) | (.03 | )(2) | (.50 | )(3) | (.94 | )(4) | ||||||||
Discontinued operations(5) | (.40 | ) | (.05 | ) | (.21 | ) | .00 | |||||||||
Net loss(5)(6) | (.39 | )(1) | (.08 | )(2) | (.71 | )(3) | (.94 | )(4) | ||||||||
| ____________________ | ||||||||||||||||
(1) Includes restructuring charges of $3,611 ($2,257 after tax or $(.02) per diluted share). See “NOTE 14. RESTRUCTURING AND OTHER CHARGES” above. | ||||||||||||||||
(2) Includes restructuring and other charges of $14,945 ($9,341 after tax or $(.08) per diluted share). See “NOTE 14. RESTRUCTURING AND OTHER CHARGES” above. | ||||||||||||||||
(3) Includes store impairment charges of $20,216 ($(.18) per diluted share) and restructuring and other charges of $6,391 ($(.06) per diluted share). See “NOTE 13. IMPAIRMENT OF STORE ASSETS, GOODWILL, AND TRADEMARKS” and “NOTE 14. RESTRUCTURING AND OTHER CHARGES” above. | ||||||||||||||||
(4) Includes store impairment charges of $16,576 ($(.14) per diluted share), goodwill and trademark impairment charges of $44,706 ($(.39) per diluted share), and restructuring charges of $8,198 ($(.07) per diluted share). See “NOTE 13. IMPAIRMENT OF STORE ASSETS, GOODWILL, AND TRADEMAR,S” and “NOTE 14. RESTRUCTURING AND OTHER CHARGES” above. | ||||||||||||||||
| (5) Loss from discontinued operations and net loss and the related per-share amounts as previously reported for the first three quarters have been restated for excess tax benefits related to discontinued operations of $10,780 ($(.09) per diluted share) recognized in the first quarter and $526 ($(.01) per diluted share) recognized in the second quarter that were reversed in the third quarter of $11,306 ($.10 per diluted share) as a result of the correction of an error. The loss from discontinued operations for the first quarter included an estimated loss on disposition of $39,170 ($(.34) per diluted share), net of a tax benefit of $6,081. | ||||||||||||||||
| (6) Results may not add due to rounding. | ||||||||||||||||
| · | The Company is responsible for the adequacy and accuracy of the disclosures in the filing; |
| · | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| · | The Company may not assert staff comments as a defense in any preceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| cc: | Patrick T. Pruitt, Partner |
| Ernst & Young LLP | |
| Suite 4000 | |
| 2001 Market Street | |
| Philadelphia, PA 19103-7096 |
