Exhibit
      4.2

    


    CERTIFICATE
      OF AMENDMENT

    STOCK
      CORPORATION

    Office
      of
      the secretary of the State

    30
      trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470/Rev.
      07/01/2003

    
 

     

    
      	
              Space
                for Office Use
                Only                                                                                                                        
                Filing
                Fee $50.00

               

               

               

               

            
	
              1.
                NAME OF CORPORATION

               

              The
                Dress Barn, Inc.

            
	
               

              2.
                THE CERTIFICATE OF INCORPORATION IS (check A, B, or C)

               

              ___X____
                A. AMENDED

               

              ________
                B. RESTATED

               

              ________
                C. AMENDED AND RESTATED

               

              The
                restated certificate consolidates all amendments into a single
                document.

            
	
               

              3.
                TEXT OF EACH AMENDMENT / RESTATEMENT

               

               

               

              Section
                3 of the Certificate of Incorporation is amended to read 

              in
                its entirety as follows:

               

              “Section
                3. The designation of each class of shares,

              the
                authorized number of shares of each such class,

              and
                the par value (if any) of each such share thereof

              are
                as follows:

               

              The
                total authorized capital stock of the Corporation 

              shall
                consist of the following classes of stock: (a)

              One
                Hundred Thousand (100,000) shares of Preferred 

              Stock
                with a par value of five cents ($.05) per share; 

              and
                (b) Seventy-Five Million (75,000,000) shares of

              Common
                Stock with a par value of five cents ($.05) per

              share.”

               

               

               

              (Please
                reference an 8/12 X 11 attachment if additional space is
                needed)

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
              Space
                For Office Use Only

               

               

               

            
	
               

              4.
                VOTE INFORMATION (check A, B or C)

               

              ___X___ A.
                The amendment was approved by shareholders in the manner required
                by
                sections 33-600 to

              33-998
                of the Connecticut General Statutes, and by the Certificate of
                Incorporation.

               

            
	
               

              _______
                B. The amendment was approved by the incorporators.

              No
                shareholder approval was required.

            
	
               

              _______
                C The amendment was approved by the board of directors.

              No
                shareholder approval was required.

            
	
              5.
                EXECUTION

               

               

              Dated
                this 1st
                day
                of December, 2005.

               

            
	
               

               

              David
                R. Jaffe

            	
               

              President
                and Chief

              Executive
                Officer

            	 
	
              Print
                or type name of signatory

            	
              Capacity
                of signatory

            	
              Signature