SECURITIES AND EXCHANGE COMMISSION
                                      Washington, D.C.  20549

                                            FORM 10-K AMENDMENT NUMBER 1
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934(FEE REQUIRED)
                         For the fiscal year ended  July 30,1994 

                                               OR

[ ]  TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

Commission file number 0-11736

                         THE DRESS BARN, INC.
          (Exact name of registrant as specified in its charter)

Connecticut                                                 06-0812960
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

30 Dunnigan Drive, Suffern, New York                             10901
(Address of principal executive offices)                        Zip Code

Registrant's telephone number, including area code:          (914) 369-4500

Securities registered pursuant to Section 12(b) of the Act:         None
Securities registered pursuant to Section 12(g) of the Act:


                      Common stock - par value $.05 per share
                                   (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.              Yes       No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in the definitive proxy incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K 
                                                        Yes         No   X 


                                Page 1 of Cover Page

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As of October 26, 1994, 22,247,190 common shares were outstanding. The 
aggregate market value of the common shares (based upon the closing price 
on October 25, 1994 on the NASDAQ) of The Dress Barn, Inc. held by
non-affiliates was approximately $150,718,000. For the purposes of such
calculation, all outstanding shares of Common Stock have been considered
held by non-affiliates, other than the 6,984,595 shares beneficially 
owned by Directors and Officers of the registrant.  
In making such calculation, the registrant does not determine the affiliate
or non-affiliate status of any shares for any other purpose. 




                         DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the Annual Meeting of 
Shareholders to be held on December 12, 1994 are incorporated into Parts I and 
III of this Form 10-K.



                                  Page 2 of Cover Page
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                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

ITEM 14. (a)(1)  FINANCIAL STATEMENTS                    PAGE NUMBER

    Independent Auditors' Report                             F-1
    Consolidated Balance Sheets                              F-2
    Consolidated Statements of Earnings                      F-3
    Consolidated Statements of Shareholders' Equity          F-4
    Consolidated Statements of Cash Flows                    F-5
    Notes to Consolidated Financial Statements       F-6 to F-11

ITEM 14. (a)(2)  FINANCIAL STATEMENT SCHEDULES

    Schedule I - Marketable Securities                      F-12
    Schedule II - Amounts Receivable from
      Related Parties and Employees                         F-13
    Schedule V - Property, Plant and Equipment              F-14
    Schedule VI - Accumulated Depreciation,
      Depletion and Amortization of Property,
      Plant and Equipment                                   F-15
    Schedule X - Supplementary Income Statement
      Information                                           F-16

     All other schedules are omitted because they are not applicable, or not 
     required, or because the required information is included in the 
     consolidated financial statements or notes thereto.

ITEM 14.(a)(3) LIST OF EXHIBITS

     The following exhibits are filed as part of this Report and except 
     Exhibits 10(mm),22,24 and 27 are all incorporated by reference (utilizing 
     the same exhibit numbers) from the sources shown.

                                                               Incorporated By
                                                                Reference From

3(c)    Amended and Restated Certificate of Incorporation                  (1)

3(e)    Amended and Restated By-laws                                       (1)

3(f)    Amendments to Amended and Restated Certificate of Incorporation    (5)

3(g)    Amendments to Amended and Restated By-laws                         (5)

3(h)    Amendments to Amended and Restated By-Laws                         (6)


                                                               Incorporated By
                                                                Reference From

4.      Specimen Common Stock Certificate                                  (1)

10(a)   1993 Incentive Stock Option Plan                                  (10)

10(b)   Employment Agreement With Burt Steinberg                           (1)

10(c)   Agreement for Issuance of Stock to Michael Palmer                  (1)

10(e)   Agreement for Issuance of Stock to  Arthur Ziluck                  (1)

10(f)   Agreement terminating Agreement for Purchase of Certain Stock
        from Elliot S. Jaffe upon death                                    (6)

10(g)   Agreement terminating Agreement for Purchase of Certain Stock
        from Roslyn S. Jaffe upon death                                    (6)

Leases of Company premises of which the lessor is Elliot S. Jaffe
or members of his family or related trusts:

        10(k)   Wilton, CT store                                           (1)

        10(l)   Danbury, CT store                                          (1)

        10(m)   Branford, CT store                                         (1)

        10(n)   Greenwich, CT store                                        (1)

        10(o)   Mt. Kisco, NY store                                        (1)

        10(hh) Norwalk, CT  Dress Barn Woman store                         (8)

        10(ii)  Branford, CT  Dress Barn Woman store                       (8)

10(r)   Amendments to Employment Agreement with Burt Steinberg             (2)

10(s)   Amendment to Stock Purchase Agreement with Michael Palmer          (3)

10(v)   Employment Agreement with Eric Hawn                                (4)

10(w)   Agreement for Advances with Eric Hawn                              (4)

10(z)   Extension of Employment Agreement with Burt Steinberg              (5)

10(aa)  The Dress Barn, Inc. 1987 Non-Qualified Stock Option Plan          (5)
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                                                               Incorporated By
                                                                Reference From
10(cc)  Employment Agreement with Armand Correia                           (7)

10(dd)  Nonqualified Stock Option Agreement with Armand Correia            (7)

10(ee)  Nonqualified Stock Option Agreement with Michael Palmer            (7)

10(ff)  Nonqualified Stock Option Agreement with Elliot Jaffe              (7)

10(gg)  Nonqualified Stock Option Agreement with Burt Steinberg            (7)

10(jj)  Employment Agreement with David Montieth                           (8)

10(kk)  Employment Agreement with David Jaffe                              (8)

10(ll)  Employment Agreement with Sarah J. Tyson                           (8)

10(mm)  Lease between Dress Barn and  AT&T for                             (9)
        Office and Distribution Space in Suffern, New York

22.     Subsidiaries of the Registrant 

24.     Independent Auditors' Consent

27.     Financial Data Schedule

(1)     The Company's Registration Statement on Form S-1 under the Securities
        Act of 1933 (Registration No. 2-82916) declared effective May 4, 1983.

(2)     The Company's Annual Report on Form 10-K for the fiscal year ended   
        July 28, 1984.

(3)     The Company's Annual Report on Form 10-K for the fiscal year ended 
        July 27, 1985.

(4)     The Company's Annual Report on Form 10-K for the fiscal year ended  
        July 26, 1986.

(5)     The Company's Annual Report on Form 10-K for the fiscal year ended  
        July 30, 1988.

(6)     The Company's Annual Report on Form 10-K for the fiscal year ended  
        July 28, 1990.  

(7)     The Company's Annual Report on Form 10-K for the fiscal year ended  
        July 27, 1991.  

(8)     The Company's Annual Report on Form 10-K for the fiscal year ended   
        July 25, 1992.  

(9)     The Company's Annual Report on Form 10-K for the fiscal year ended 
        July 31, 1993.

(10)    The Company's Registration Statement on Form S-8 under the Securities
        Act of 1933 (Registration No. 33-60196) filed on March 29, 1993.

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ITEM 14. (b)  REPORT ON FORM 8-K


     The Company has not filed any reports on Form 8-K during the last quarter 
     of the fiscal year ended July 30, 1994.


ITEM 14. (c)  EXHIBITS


     All exhibits are incorporated by reference as shown in Item 14(a)3, 
     except Exhibits 22, 24 and 27 which are filed as part of this Report.



SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Act 
     of 1934, the registrant has duly caused this report to be signed on its 
     behalf by the undersigned, thereunto duly authorized.
                                                       
                                                       The Dress Barn, Inc.


                                                       by /s/ ELLIOT S. JAFFE 
                                                       Elliot S. Jaffe
                                                       Chairman of the Board  

     Pursuant to the requirements of the Securities Exchange Act of 1934, this 
     report has been signed below by the following persons on behalf of the 
     registrant and in the capacities and on the dates indicated.

       Signature                     Title                            Date    

/s/ ELLIOT S. JAFFE  
Elliot S. Jaffe               Chairman of the Board and               10/24/94
                              Chief Executive Officer   
                              (Principal Executive Officer)
/s/ ROSLYN S. JAFFE  
Roslyn S. Jaffe               Director and Secretary and Treasurer    10/24/94

/s/ BURT STEINBERG   
Burt Steinberg                Director and President                  10/24/94
                              and Chief Operating Officer
/s/ MICHAEL PALMER   
Michael Palmer                Director                                10/24/94

/s/ KLAUS EPPLER        
Donald Jonas                  Director                                10/24/94

/s/ DONALD JONAS      
Donald Jonas                  Director                                10/24/94

/s/ EDWARD D. SOLOMON  
Edward D. Solomon             Director                                10/24/94

/s/ ARMAND CORREIA    
Armand Correia                Chief Financial Officer (Principal      10/24/94
                              Financial and Accounting Officer)           



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