EXHIBIT 10.2.37

                             CHARMING SHOPPES, INC.
                       2004 STOCK AWARD AND INCENTIVE PLAN
                           RESTRICTED STOCK AGREEMENT


     Agreement dated as of January 3, 2005, between CHARMING SHOPPES, INC. (the
"Company") and Dorrit J. Bern (the "Employee").

     It is agreed as follows:

1.   Grant of Restricted Stock; Consideration; Employee Acknowledgments.

     The Company hereby confirms the grant, under the Company's 2004 Stock Award
and Incentive Plan (the "Plan"), to Employee on the date of this Restricted
Stock Agreement (the "Date of Grant") of 215,000 shares of the Company's common
stock, par value $0.10 per share ("Shares"), pursuant to Section 6(d) of the
Plan, and subject to restrictions as set forth herein and in the Plan
("Restricted Stock"). Employee shall be required to pay no cash consideration
for the grant of the Restricted Stock, but Employee's prior services to the
Company, performance of services to the Company from the date of grant to the
date of issuance of the Shares and performance of further services prior to the
expiration of applicable restrictions relating to the Restricted Stock and
otherwise during the term of her employment, and her agreement to abide by the
terms set forth in the Plan, this Restricted Stock Agreement (the "Agreement"),
and any Rules and Regulations under the Plan, shall be deemed to be
consideration for this grant of Restricted Stock. Employee acknowledges and
agrees that (i) the Restricted Stock is nontransferable as provided in Section
3(a) hereof and Sections 6(d) and 10(b) of the Plan, (ii) the Restricted Stock
is subject to forfeiture in the event of Employee's termination of employment in
certain circumstances, as specified in Section 3(b) hereof, and (iii) sales of
Shares following the lapse of restrictions will be subject to the Company's
policies regulating trading by employees, including any applicable "blackout" or
other designated periods in which sales of Shares are not permitted.

2.   Incorporation of Plan by Reference.

     The Restricted Stock has been granted to Employee under the Plan, a copy of
which is attached hereto. All of the terms, conditions and other provisions of
the Plan are hereby incorporated by reference into this Agreement. Employee
hereby accepts the grant of Restricted Stock, acknowledges receipt of the
attached copy of the Plan, and agrees to be bound by all the terms and
provisions hereof and thereof (as presently in effect or hereafter amended), and
by all decisions and determinations of the Board or Committee under the Plan.

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         THE DATE OF GRANT OF THIS RESTRICTED STOCK IS: JANUARY 3, 2005
                             GRANT NUMBER: A040006

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3.   Restrictions on Restricted Stock.

     (a) Restrictions Generally. Until they lapse in accordance with Section
3(b), 3(c), or 3(d), the following restrictions (the "Restrictions") shall apply
to the Restricted Stock: (1) Employee shall have no right to sell, transfer,
assign, pledge, or otherwise encumber or dispose of the Restricted Stock (except
for transfers and forfeitures to the Company); and (2) the Restricted Stock
shall be subject to the risk of forfeiture as set forth in Section 3(b).
Employee shall be entitled to receive dividends and distributions on the
Restricted Stock in accordance with Section 4. If certificates are issued to
Employee, Employee shall be entitled to vote Restricted Stock on any matter
submitted to a vote of holders of Common Stock, to the extent permitted by law;
and Employee shall have all other rights of a shareholder of the Company except
as otherwise expressly limited or provided under this Agreement.

     (b) Termination of Employment.

          (i) Forfeiture. Unless otherwise determined by the Committee or as
     provided by the Employment Agreement, if Employee's employment terminates
     and he or she thereafter is not an employee of the Company or any of its
     subsidiaries (a "Termination"), and such Termination is for any reason
     other than due to death, Disability, termination by Employee for Good
     Reason, or involuntary termination by the Company for reasons other than
     Cause, the Restricted Stock as to which Restrictions have not lapsed at or
     before such Termination shall be forfeited at the time of such Termination.
     For purposes of this Agreement, "Cause," "Good Reason" and "Disability"
     shall have the meanings ascribed to such terms in the Employment Agreement
     by and between the Company and Employee dated as of January 1, 2005 (the
     "Employment Agreement"). Accordingly, unless otherwise determined by the
     Committee or as provided by the Employment Agreement, Employee's voluntary
     Termination (other than due to Disability or for Good Reason) or
     Termination by the Company for Cause will result in all shares of
     Restricted Stock which remain subject to Restrictions being immediately
     forfeited.

          (ii) Vesting. In the event of a Termination due to death, Disability,
     termination by Employee for Good Reason, or termination by the Company for
     reasons other than Cause, the Restrictions on all Restricted Stock shall
     lapse at the time of such Termination. Notwithstanding anything in this
     Agreement to the contrary, the Restrictions on the Restricted Stock shall
     lapse under all events as may be specified for full vesting of stock awards
     under the Employment Agreement.

     (c) Expiration of Restrictions. Unless the Restrictions on Restricted Stock
lapse earlier under Section 3(b) or 3(d), the Restrictions shall lapse according
to the following schedule, in each instance subject to Employee's continued
employment with the Company through the relevant vesting date:



              Vesting Date                            Shares
              ------------                            ------
            January 1, 2006                           71,667
            January 1, 2007                           71,667
            January 1, 2008                           71,666



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Upon expiration of the Restrictions on any Restricted Stock, the Company shall
promptly deliver to Employee one or more certificates representing such Shares
(which shall no longer be deemed to be Restricted Stock), with any legend
referring to the Restrictions removed from such certificate(s), or shall cause
such Shares to be delivered to a broker or bank which maintains an account for
Employee or Employee's designee, for deposit to such account, or shall make
delivery of such Shares by other reasonable means determined by the Committee.

     (d) Acceleration of Expiration of Restrictions. In the event of a Change in
Control at a time that Employee is employed by the Company or any of its
subsidiaries (or simultaneously with Employee's Termination), the Restrictions
on the Restricted Stock shall lapse immediately prior to the Change in Control.
For purposes of this Agreement, "Change in Control" shall have the meaning
ascribed to such term in the Employment Agreement.

     (e) Certificates Representing Restricted Stock. Restricted Stock shall be
evidenced by issuance of one or more certificates in the name of Employee,
bearing an appropriate legend referring to the terms, conditions, and
Restrictions applicable hereunder. Unless otherwise determined by the Committee,
such certificates shall remain in the physical custody of the General Counsel of
the Company or his designee until such time as the Restrictions on such shares
have lapsed. In addition, Restricted Stock shall be subject to such
stop-transfer orders and other restrictive measures as the General Counsel of
the Company shall deem advisable under federal or state securities laws, rules
and regulations thereunder, and the rules of the Nasdaq National Market System
or any national securities exchange on which Common Stock is then quoted or
listed, or to implement the Restrictions, and the General Counsel may cause a
legend or legends to be placed on any such certificates to make appropriate
reference to the Restrictions.

     (f) Stock Powers. Employee agrees to execute and deliver to the Company one
or more stock powers, in such form as may be specified by the General Counsel,
authorizing the transfer of the Restricted Stock to the Company, at the Date of
Grant of the Restricted Stock or upon request at any time thereafter.

4.   Dividends and Distributions.

     Unless otherwise determined by the Committee, payment of all dividends and
distributions on the Restricted Stock which would otherwise be payable to the
Employee when, as, and if declared and paid on Shares, shall be deferred until
and payable to the Employee when, as and if the Restrictions on the Restricted
Stock lapse under Section 3 in the same proportion that the number of shares of
Restricted Stock as to which the Restrictions have lapsed bears to the total
number of shares of Restricted Stock. Payment shall be made on the applicable
date described in this Agreement. Unless otherwise determined by the Committee,
all dividends and distributions referred to in the immediately preceding
sentence, other than regular quarterly cash dividends (if any), shall be deemed
reinvested in additional Restricted Stock at the Fair Market Value of Shares on
the date when such dividends and distributions would be paid on Shares and such
additional Restricted Stock shall be subject to the same Restrictions as apply
to the original Restricted Stock. No interest will be credited on any cash
amount (if any) of such dividends


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payable at the time of lapse of the Restrictions. Such Restrictions shall lapse
as to the shares of additional Restricted Stock in the same proportion that the
number of shares of original Restricted Stock as to which the Restrictions have
lapsed bears to the total number of shares of original Restricted Stock.

5.   Tax Withholding.

     Employee agrees to remit to the Company and any subsidiary, and authorizes
the Company and any subsidiary to deduct from any payment to be made to Employee
hereunder if such remittance has not been made, any amount that federal, state,
local, or foreign tax law requires to be withheld with respect to the Restricted
Stock or lapse of restrictions thereon. Unless otherwise determined by the Board
or Committee, unless the Employee has made other arrangements satisfactory to
the Company to provide for payment of mandatory withholding taxes in advance of
the applicable date on which the risk of forfeiture is to lapse (by such
deadline as the Company may specify), the Company will withhold from the number
of Shares as to which the risk of forfeiture is then to lapse a number of whole
shares up to but not exceeding that number which has a Fair Market Value nearest
to but not exceeding the amount of federal, state and local taxes required to be
withheld as a result of the lapse of such risks of forfeiture. The Employee may
elect such other methods of satisfying such withholding obligation as may be
permitted under rules and regulations adopted by the Committee and in effect at
the time of the lapse of such risks of forfeiture, which may include the
surrender of shares of the Company's common stock owned separately by Employee.
In the case of the withholding or surrender of Shares to pay withholding taxes,
the Shares withheld or the shares surrendered will be valued at the Fair Market
Value determined in accordance with procedures for valuing shares as set forth
in rules and regulations adopted by the Committee and otherwise in effect at the
time of lapse of such risks of forfeiture.

6.   Deferred Compensation Plan.

     Notwithstanding the foregoing, if Employee elects to defer any of the
Restricted Stock pursuant to the Charming Shoppes Variable Deferred Compensation
Plan for Executives, or a successor plan (the "Deferred Compensation Plan"), the
terms of the Deferred Compensation Plan shall govern the timing of payment of
vested Restricted Stock and dividend equivalents. The Company and Employee
acknowledge and agree that if any provisions of this Agreement are subject to
section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), the
Company and Employee may take such actions as they mutually deem appropriate to
modify the terms of this Agreement so as to comply with section 409A of the
Code.

7.   Miscellaneous.

     This Agreement shall be binding upon the heirs, executors, administrators,
and successors of the parties. This Agreement constitutes the entire agreement
between the parties with respect to the Restricted Stock granted hereby, and
supersedes any prior agreements or documents with respect to such Restricted
Stock. No amendment, alteration, suspension, discontinuation, or


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termination of this Agreement which may impose any additional obligation upon
the Company or materially and adversely affect the rights of Employee with
respect to the Restricted Stock shall be valid unless in each instance such
amendment, alteration, suspension, discontinuation, or termination is expressed
in a written instrument duly executed in the name and on behalf of the Company
(if subject to such an additional obligation) and by Employee (if Employee's
rights are materially and adversely affected).




CHARMING SHOPPES, INC.


BY:___________________________________
(Authorized Officer)

EMPLOYEE:


______________________________________
Dorrit J. Bern


Attachments:      2004 Stock Award and Incentive Plan Form of Stock Power



















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                                   STOCK POWER

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto Charming Shoppes, Inc. _____shares of Common Stock, $0.10 par value per
share, of Charming Shoppes, Inc., a Pennsylvania corporation (the
"Corporation"), registered in the name of the undersigned on the books and
records of the Corporation, and does hereby irrevocably constitute and appoint
Colin D. Stern and Anthony A. DeSabato, and each of them, attorneys, to transfer
the Common Stock on the books of the Corporation, with full power of
substitution in the premises.


                                       _______________________
                                          Dorrit J. Bern



                                       Date:__________________


















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