EXHIBIT 10.4

                 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED
                         POOLING AND SERVICING AGREEMENT


         THIS FOURTH AMENDMENT dated as of August 5, 2004 to the SECOND AMENDED
AND RESTATED POOLING AND SERVICING AGREEMENT (as defined below), (this
"Amendment"), is among Charming Shoppes Receivables Corp., as Seller ("Seller"),
Spirit of America, Inc., as Servicer ("Servicer"), and Wachovia Bank, National
Association (f/k/a First Union National Bank), as Trustee ("Trustee").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned thereto in the Existing Agreement (defined below).

                               W I T N E S S E T H

         WHEREAS, Seller, Servicer and Trustee are parties to that certain
Second Amended and Restated Pooling and Servicing Agreement, dated as of
November 25, 1997 (as amended on July 22, 1999 and May 8, 2001, the "Existing
Agreement"); and

         WHEREAS, Seller, Servicer and Trustee desire to amend the Existing
Agreement in certain respects as set forth herein.

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

         SECTION 1.  Amendments.  (a) Section 1.1 of the Existing Agreement is
hereby amended as follows:


                           (i) by deleting the definition of "Due Period" in its
                  entirety and substituting the following therefor:

                                    ""Due Period" shall mean, with respect to
                                    any Distribution Date, the immediately
                                    preceding calendar month, unless otherwise
                                    defined with respect to any Certificate
                                    Series in the related Supplement; provided,
                                    however, that the initial Due Period with
                                    respect to any Certificate Series will
                                    commence on the Closing Date with respect to
                                    such Certificate Series and shall end on the
                                    last day of the calendar month preceding the
                                    first Distribution Date with respect to such
                                    Certificate Series."; and

                           (ii) by deleting the definition of "Required Addition
                  Event" and substituting the following therefor:

                                    ""Required Addition Event" means, as of any
                                    Business Day, the Seller Interest is less
                                    than the Aggregate Minimum Seller Interest."



<PAGE>

         (b) Section 2.6(a) of the Existing Agreement is amended by deleting the
first sentence thereof and substituting the following sentence therefor:

         "If, a Required Addition Event occurs, the Seller shall on or prior to
         the close of business on the 10th Business Day following the occurrence
         of such Required Addition Event (the "Required Designation Date"),
         unless the Seller Interest exceeds the Aggregate Minimum Seller
         Interest as of the close of business on any day after the occurrence of
         such Required Addition Event and prior to the Required Designation
         Date, designate additional Eligible Accounts to be included as Accounts
         as of the Required Designation Date ("Additional Accounts") or any
         earlier date in a sufficient amount such that after giving effect to
         such addition, the Seller Interest as of the close of business on the
         Addition Date is at least equal to the Aggregate Minimum Seller
         Interest on such date.".

         (c) Section 4.3(c) of the Existing Agreement is amended by adding the
following proviso immediately following the existing proviso to the first
sentence of such section:

         "; and provided, further, that, if the Seller Interest (determined
         after giving effect to any transfer of Principal Receivables to the
         Trust on such day) is less than the Aggregate Minimum Seller Interest,
         the Servicer shall not allocate to the Holder of the Exchangeable
         Seller Certificate any such amounts that would otherwise be allocated
         to the Holder of the Exchangeable Seller Certificate, but shall instead
         deposit such funds to the Excess Funding Account".

         (d) Section 4.3(d) of the Existing Agreement is amended by deleting the
second and third sentences of such section and substituting the following
therefor:

         "If any such reduction causes the Seller Interest to be less than the
         Aggregate Minimum Seller Interest, the Seller shall be required to make
         a deposit in the Excess Funding Account in immediately available funds
         in an amount equal to such reduction on or prior to the tenth Business
         Day following the last Business Day of the Due Period in which such
         reduction occurred; provided that no such deposit shall be required to
         be made to the extent that such deficiency has been eliminated (through
         the conveyance of Receivables in Additional Accounts pursuant to
         Section 2.6(a), the deposit of Collections to the Excess Funding
         Account pursuant to Section 4.3(c) or 4.3(f) or otherwise), so that the
         Seller Interest is at least equal to the Aggregate Minimum Seller
         Interest on the date such deposit would otherwise be required to be
         made. If the Seller shall fail to make a deposit required pursuant to
         the preceding sentence, the portion of the Dilution Amount equal to the
         amount of the deposit not made (with respect to each Due Period, the
         "Series Dilution Amount") will be allocated to each Series based upon
         the Series Percentage for such Series."

         SECTION 2. Effectiveness. The amendment set forth in Section 1 shall
become effective on the date when the Servicer receives counterparts of this
Amendment executed by each of the parties hereto and each other condition
precedent specified in Section 13.1 of the Existing Agreement to the
effectiveness of any amendment to the Existing Agreement shall have been
satisfied.


<PAGE>

         SECTION 3. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         SECTION 4. Severability. Each provision of this Amendment shall be
severable from every other provision of this Amendment for the purpose of
determining the legal enforceability of any provision hereof, and the
unenforceability of any provision hereof, and the unenforceability of one or
more provisions of this Amendment in one jurisdiction shall not have the effect
of rendering such provision or provisions unenforceable in any other
jurisdiction.

         SECTION 5. Ratification of the Existing Agreement. From and after the
date hereof, each reference in the Existing Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import, and references to the
Existing Agreement in any other document, instrument or agreement executed
and/or delivered in connection therewith, shall, in each case, mean and be a
reference to the Existing Agreement as amended hereby. Except as otherwise
amended by this Amendment, the Existing Agreement shall continue in full force
and effect and is hereby ratified and confirmed.

         SECTION 6. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

                                   [Remainder of page intentionally left blank.]













<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective duly authorized officers as of the date and
year first written.

                             CHARMING SHOPPES RECEIVABLES CORP.,
                             Seller


                             By:
                                -----------------------------------
                             Name:
                             Title:


                             SPIRIT OF AMERICA, INC.
                             Servicer


                             By:
                                -----------------------------------
                             Name:
                             Title:


                             WACHOVIA BANK, NATIONAL
                             ASSOCIATION, not in its individual
                             capacity but solely as the Trustee
                             for CHARMING SHOPPES MASTER TRUST


                             By:
                                ----------------------------------
                             Name:
                             Title: