Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

                                (Amendment No. _)*

                              CHARMING SHOPPES, INC.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                 (CUSIP Number)

                               December 2, 2010
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

        [_]      Rule 13d-1(b)
        [X]      Rule 13d-1(c)
        [_]      Rule 13d-1(d)

*    The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
     deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
     Exchange  Act of 1934 ("Act") or otherwise  subject to the  liabilities  of
     that section of the Act but shall be subject to all other provisions of the
     Act (however, see the Notes).

CUSIP No. 161133103

1.   Names  of  Reporting  Persons/I.R.S.  Identification  Nos. of Above Persons
     (Entities only):

                             LEON G. COOPERMAN

2.  Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)   [_]
         (b)   [X]

3.  SEC  Use  Only


4.  Citizenship or Place of Organization:    UNITED STATES

Number of               5.  Sole Voting Power:           4,519,175
Shares Bene-
ficially                6.  Shared Voting Power:         3,201,372
Owned by
Each Report-            7.  Sole Dispositive Power:      4,519,175
ing Person
With                    8.  Shared Dispositive Power:    3,201,372


9.   Aggregate Amount Beneficially Owned by Each Reporting Person:


10.  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [_]


11.  Percent of Class Represented by Amount in Row (9):         6.69 %

The beneficial  ownership  percentage set forth herein has been calculated based
on 115,470,106  common shares of the Issuer outstanding on November 29, 2010, as
reported on the Issuer's Form 10-Q for the quarter ending October 30, 2010

12.  Type of Reporting Person:             IN


CUSIP No. 161133103

Item 1(a) Name of Issuer:

       CHARMING SHOPPES, INC. (the "Issuer").

Item 1(b) Address of the Issuer's Principal Executive Offices:

                          3750 State Road
                          Bensalem PA 19020

Item 2(a) Name of Person Filing:

     This statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman").

     Mr.  Cooperman  is  the  Managing  Member  of  Omega   Associates,   L.L.C.
("Associates"),  a limited  liability  company  organized  under the laws of the
State of Delaware.  Associates is a private  investment firm formed to invest in
and act as general  partner of  investment  partnerships  or similar  investment
vehicles.  Associates is the general partner of limited  partnerships  organized
under the laws of Delaware known as Omega Capital Partners, L.P. ("Capital LP"),
Omega Capital Investors,  L.P.("Investors LP"), and Omega Equity Investors, L.P.
("Equity  LP").  These  entities  are private  investment  firms  engaged in the
purchase and sale of securities for investment for their own accounts.

     Mr.  Cooperman is the  President,  CEO, and majority  stockholder  of Omega
Advisors,  Inc. ("Advisors"),  a Delaware corporation,  engaged in investing for
its own account and providing investment management services,  and Mr. Cooperman
is deemed to control said entity.

     Advisors serves as the investment manager to Omega Overseas Partners,  Ltd.
("Overseas"),  a Cayman  Island  exempted  company,  with a business  address at
British American Tower, Third Floor, Jennrett Street,  Georgetown,  Grand Cayman
Island,  British West Indies.  Mr.  Cooperman  has  investment  discretion  over
portfolio investments of Overseas and is deemed to control such investments.

     Advisors serves as a discretionary  investment  advisor to a limited number
of institutional clients (the "Managed Accounts"). As to the Shares owned by the
Managed  Accounts,  there  would be shared  power to  dispose  or to direct  the
disposition  of such Shares  because the owners of the Managed  Accounts  may be
deemed  beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as
a result of their right to terminate the  discretionary  account within a period
of 60 days.

     Mr. Cooperman is the ultimate controlling person of Associates, Capital LP,
Investors LP, Equity LP, Overseas, and Advisors.

Item 2(b) Address of Principal Business Office or, if None, Residence:

     The  address of the  principal  business  office of each of Mr.  Cooperman,
Capital LP, Investors LP, Equity LP, and Advisors is 88 Pine Street, Wall Street
Plaza - 31st Floor, New York, NY 10005.


CUSIP No. 161133103

Item 2(c) Citizenship:          Mr. Cooperman is a United States citizen;

Item 2(d) Title of Class of Securities:     Common Stock (the "Shares")

Item 2(e) CUSIP Number:       161133103

Item 3.  If this  statement  is  filed  pursuant  to  Sections  240.13d-1(b)  or
         240.13d-2(b) or (c):

     This Item 3 is not applicable.

Item 4.  Ownership:

Item 4(a)(b) Amount Beneficially Owned and Percent of Class:

     Mr.  Cooperman may be deemed the beneficial owner of 7,720,547 Shares which
constitutes approximately 6.69 % of the total number of Shares outstanding.

     This consists of 1,871,800 Shares owned by Capital LP; 652,600 Shares owned
by Equity LP;  411,224 Shares owned by Investors LP;  1,583,551  Shares owned by
Overseas; and 3,201,372 Shares owned by the Managed Accounts.

Item 4(c) Number of Shares as to which such person has:

(i)     Sole power to vote or to direct the vote:                      4,519,175

(ii)    Shared power to vote or to direct the vote:                    3,201,372

(iii)   Sole power to dispose or to direct the disposition of:         4,519,175

(iv)    Shared power to dispose or to direct the disposition of:       3,201,372

Item 5. Ownership of Five Percent or Less of a Class:

If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following: [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

     This Item 6 is not applicable.


CUSIP No. 161133103

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company:

     This Item 7 is not applicable.

Item 8. Identification and Classification of Members of the Group:

     This Item 8 is not applicable.

Item 9. Notice of Dissolution of Group:

     This Item 9 is not applicable.

Item 10. Certification:

     By  signing  below  the  undersigned  certifies  that,  to the  best of his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing  or  influencing  the
control of the Issuer of the  securities  and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or


After  reasonable  inquiry  and to the  best of my  knowledge  and  belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.

DATED: December 13, 2010

LEON G. COOPERMAN, individually,
as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
and as General Partner of Watchung
Road Associates, L.P.

  Alan M. Stark
Power of Attorney on file