SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K
              ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 29, 2000           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)

                                 (845) 369-4500
              (Registrant's telephone number, including area code)
                    Securities registered pursuant to Section
                               12(g) of the Act:

                               Title of each class
                           Common Stock $.05 par value

Indicate  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 [X] No [ ].

Indicate 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. [ ].

As of October 24, 2000, 18,153,888 shares of common shares were outstanding. The
aggregate  market  value of the common  shares  (based upon the October 24, 2000
closing price of $24.00 on the NASDAQ Stock Market) of The Dress Barn, Inc. held
by  non-affiliates  was approximately  $336.9 million.  For the purposes of such
calculation, all outstanding shares of Common Stock have been considered held by
non-affiliates,  other than the 4,117,555 shares beneficially owned by Directors
and  Executive  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 11, 2000 are  incorporated  into Parts I and
III of this Form 10-K.

                                   Cover Page


<PAGE>
<TABLE>
                              THE DRESS BARN, INC.
                                    FORM 10-K
                         FISCAL YEAR ENDED JULY 29, 2000
                                TABLE OF CONTENTS
<CAPTION>
PART I                                                                                                  PAGE
<S>                                                                                             <C>
         Item 1            Business
                                    General                                                                3
                                    Company Strengths and Strategies                                       3
                                    Merchandising                                                          6
                                    Buying and Distribution                                                7
                                    Store Locations and Properties                                         8
                                    Operations and Management                                             10
                                    Management Information Systems                                        11
                                    Trademarks                                                            11
                                    Employees                                                             12
                                    Seasonality                                                           12
                                    Forward-Looking Statement and Factors Affecting Future                12
                                        Performance
         Item 2            Properties                                                                     14
         Item 3            Legal Proceedings                                                              15
         Item 4            Submission of Matters to a Vote of Security Holders                            15
         Item 4A           Executive Officers of the Registrant                                           16

PART II
         Item 5            Market for Registrant's Common Stock and                                       17
                                    Related Security Holders Matters
         Item 6            Selected Financial Data                                                        18
         Item 7            Management's Discussion and Analysis of                                        19
                                    Financial Condition and Results of Operations
         Item 8            Financial Statement and Supplementary Data                                     23
         Item 9            Changes in and Disagreements with Accountants                                  23
                                    on Accounting and Financial Disclosure

PART III
         Item 10           Directors and Executive Officers of the Registrant                             23
         Item 11           Executive Compensation                                                         23
         Item 12           Security Ownership of Certain Beneficial Owners                                23
                                    and Management
         Item 13           Certain Relationships and Related Transactions                                 23

PART IV
         Item 14           Exhibits, Financial Statement Schedules and Reports
                                    on Form 8-K                                                           24

</TABLE>
<PAGE>

                                     PART I

ITEM 1.  BUSINESS


General


         Dress Barn  operates  a national  chain of  specialty  stores  offering
in-season,  moderate to better  quality career and casual fashion to the working
woman at value  prices.  The Company  differentiates  itself from (i)  off-price
retailers  by  its  carefully  edited  selection  of  in-season,   first-quality
merchandise,   service-oriented   salespeople  and  its   comfortable   shopping
environment,  (ii)  department  stores  by  its  value  pricing  and  convenient
locations and (iii) other specialty apparel retailers by its continuous focus on
Dress  Barn's  target  customer.   As  part  of  this  focus,  the  Company  has
successfully  developed  its  own  line of  private  brands,  which  constituted
approximately  75% of net sales for the fiscal year ended July 29, 2000 ("fiscal
2000").


         The Company operates primarily  combination Dress Barn/Dress Barn Woman
stores ("Combo Stores"), which carry both Dress Barn and larger-sized Dress Barn
Woman  merchandise,  as well as  freestanding  Dress  Barn and Dress  Barn Woman
stores.  As of July 31, 2000,  the Company  operated 689 stores in 43 states and
the District of Columbia,  consisting of 388 Combo Stores, 245 Dress Barn stores
and 56 Dress Barn  Woman  stores.  The Dress  Barn and Dress  Barn Woman  stores
average  approximately 4,500 and approximately 4,000 square feet,  respectively,
and the Combo Stores  average  approximately  9,000 square feet.  During  fiscal
2000, the Company  launched both its mail-order  catalog and its internet site's
e-commerce  capability,  giving the Company  multiple  channels of distribution,
with the opportunity to target new groups of potential customers while providing
its current  customers the  convenience of seeing and buying its  merchandise in
new ways.


Company Strengths and Strategies


         Dress  Barn  is one of the  largest  national  specialty  store  chains
offering  in-season  women's career and casual  fashions at value prices.  Dress
Barn  attributes  its  success to its:  (i) strong  name  recognition  and loyal
customer  base;  (ii)  long-standing   relationships  with  vendors  of  quality
merchandise;  (iii) experienced  management team; (iv) commitment to technology;
(v) strong,  consistent customer focus; (vi) low cost operating  structure;  and
(vii) strong balance sheet.


         Since the Company's  formation in 1962,  Dress Barn has established and
reinforced its image as a source of fashion and value for the working woman. The
Company's  nearly 700 store  locations  provide it with a nationally  recognized
name. In addition,  the Company  believes it has developed high awareness  among
its  target  customers  through  on-going  advertising  and  targeted  marketing
activities.


         The   Company  has   developed   and   maintains   strong  and  lasting
relationships  with its  domestic  and offshore  vendors,  including  its buying
agents, often being one of their largest accounts.  These  relationships,  along
with the Company's buying power and strong credit profile, enable the Company to
receive favorable purchase terms,  exclusive  merchandise and expedited delivery
times.

<PAGE>

         The four senior members of the Company's merchandising team have worked
together  at Dress  Barn for many  years,  with  each  also  having  substantial
previous fashion retailing experience.  Each of the Company's executive officers
has been with Dress Barn at least 8 years.  The stability of its  management has
enabled the Company to develop a shared  culture and vision and to maintain  its
focus on growing and refining its business.

         Starting in year ending July 31, 1999 ("fiscal  1999") the Company took
steps to  reposition  itself  to  appeal  to a  younger-feeling  customer  while
maintaining  the  Company's  focus on its target  customer.  This  repositioning
includes  evolving  the existing  Dress Barn image,  building  brand  awareness,
adopting a new logo and creating a  "personality"  for Dress Barn that is unique
and proprietary to the marketplace.  This included  developing Dress Barn into a
national brand, enhancing its merchandise and its stores. During fiscal 2000 the
Company  undertook  a  national  "lifestyle"   marketing  campaign,  to  further
strengthen and develop the Dress Barn brand. Also during fiscal 2000 the Company
expanded  the  use of its  Dress  Barn(R)  label  to  approximately  half of its
merchandise offerings. During the year ending July 28, 2001 ("fiscal 2001"), the
Company  intends  to expand  its Dress  Barn(R)  label to  virtually  all of its
private brand merchandise offerings, emphasizing quality, value and fashion.


         The  Company's  merchandise  offerings  reflect a focused and  balanced
assortment of career and casual fashions tailored to its customers' demands. The
merchandise mix is evolving to more  younger-feeling  and contemporary in style.
Assortments are narrower to provide better edited, but broader,  assortments for
added depth in stock and more appealing merchandise  presentation.  In addition,
the Company has developed a new store design  prototype  that features an easier
to shop layout,  warmer colors and redesigned fixtures for enhanced  merchandise
presentation. The Company plans to convert 100 of its store locations to the new
store design during fiscal 2001.


         Dress Barn has used  technology to improve  merchandising  and customer
service, reduce costs and enhance productivity. The Company continues to enhance
its management information systems.  During fiscal 2000, the Company implemented
a field information  system for all its Regional and District Sales Managers via
laptop computers,  providing immediate sales,  inventories and other operational
data.  The Company  upgraded  all of its store  personal  computers  and related
software  during fiscal 2000, and is in the process of upgrading its back-office
store system software.  The Company's distribution center systems continue to be
refined, further reducing per-unit distribution costs.


         All aspects of Dress Barn's stores are designed to be responsive to the
Dress Barn customer.  Since 1962,  the Company has been  consistent in targeting
price-conscious  and fashion-minded  working women. The convenient  locations of
the Company's  stores  primarily in strip and outlet centers,  carefully  edited
merchandise  arranged for ease of shopping,  comfortable  store  environment and
friendly  customer  service  embody Dress Barn's strong focus on its  customers.
Dress  Barn's  training  program  encourages  its  sales  associates  to  assist
customers in a low-key and friendly manner. The Company believes it enhances its
customers'  shopping  experience by avoiding aggressive sales tactics that would
result from a commission-based compensation structure.


         The  Company  continually  seeks to reduce  costs in all aspects of its
operations and to create  cost-consciousness at all levels. The Company believes
that its highly liquid  balance sheet and internally  generated  funds provide a
competitive   advantage  that  enables  the  Company  to  pursue  its  long-term
strategies  regarding new stores,  capital  expenditures and  acquisitions.  The
Company  has an ongoing  strategy  of  supplementing  the  Company's  growth and
enhancing shareholder value through expansion into related businesses.

<PAGE>

          In September 1999, the Company  launched its mail order catalog,  with
five  additional  mailings  during fiscal 2000.  Over six million  catalogs were
mailed  during  fiscal 2000,  with a larger  number  planned to be mailed during
fiscal  2001.  In Spring  2000,  the Company  launched  e-commerce  sales on its
internet site  (www.dressbarn.com).  The Company has recruited a separate  staff
for its catalog and e-commerce operations,  including product managers,  control
buyers, marketing and e-commerce executives.  The Company believes these two new
sales channels will help to increase  overall revenue  growth,  as well as drive
store  traffic.  The  Company  is  currently  outsourcing  the call  center  and
fulfillment operations for the catalog and e-commerce businesses.


         The  Company's  believes  it has become the leading  national  chain of
value-priced  specialty stores offering  in-season career and casual fashions to
the moderate-income  working woman. Dress Barn seeks to be the destination value
specialty  retailer  brand  in the  immediate  trading  area  of its  units  for
consumers at moderate  price  points.  The Company has  developed  the following
strategies:  (i) utilize  Dress  Barn(R) as a brand,  have it  recognized  as an
authority in its core categories with merchandise that provides shoppers desired
and  value-added  features at value prices;  (ii) gradually  evolve Dress Barn's
merchandise focus to include more fashion with a "soft separates"  focus;  (iii)
continue to open Combo  Stores with added  concentration  on downtown  and urban
locations;  (iv) further develop customer  targeted  marketing,  utilizing cross
marketing between its retail, catalog and e-commerce customers,  and (v) further
improve customer service. In connection with its strategy, the Company recruited
a senior marketing executive, who started with the Company in August 2000.


         The Company has  gradually  increased  the  percentage  of  merchandise
manufactured for sale under the Dress Barn(R) label as well as its other private
brands,  to  approximately  75% of the  Company's  net sales for fiscal 2000. In
fiscal 2001 the Company intends to further increase the percentage of sales from
its private brand  merchandise,  of which the vast majority will carry the Dress
Barn(R)  label.  In addition,  approximately  10% of the Company's net sales are
from merchandise produced by national brand manufacturers  exclusively for Dress
Barn.


         The Company's stores carry a broad assortment of career wear, including
dresses, sweaters and other knitwear,  separates,  suits, as well as casual wear
items,  that are  carefully  edited to suit the  lifestyle  needs of its  target
customer.  Dress Barn does not seek to dictate fashion trends;  rather it offers
current styles but avoids fashion-forward merchandise that is subject to rapidly
changing trends.


         Based on the  success of its  larger  size Combo  Stores,  the  Company
expects  most fiscal 2001 store  openings to be Combo Stores  between  8,000 and
10,000 square feet. Future store openings will likely include expanded areas for
shoes,  petites and other new merchandise  categories.  Combo Stores provide the
Company  with  greater  presence in  shopping  centers,  give the  Company  more
leverage  in  negotiating  lease  terms,  enable the  Company  to achieve  lower
operating   cost  ratios  and  offer   increased   flexibility   in  merchandise
presentation.  Of the  approximately 75 additional Combo stores that the Company
plans to open by the end of fiscal 2001, approximately 60 are expected to be new
stores and  approximately  15 are expected to be conversions from existing Dress
Barn or Dress Barn Woman stores.  The Company expects to continue to open stores
primarily in strip centers, as well as in downtown and urban locations.


         In  conjunction  with its strategy of adding Combo Stores,  the Company
continues  to close or relocate  its  underperforming  locations  and expects to
close  approximately 40 such locations during fiscal 2001, compared to 48 closed
in fiscal  2000.  The Company has the option under a  substantial  number of its
store  leases to  terminate  the lease at little or no cost if  specified  sales
volumes are not achieved,  affording the Company  greater  flexibility  to close
certain  underperforming  stores.  The Company's  continued opening of new Combo
Stores,  net of store  closings,  resulted in an aggregate  store square footage
increase of  approximately 9% in fiscal 2000, and is expected to result in an 8%
increase in fiscal 2001.

<PAGE>

         The  Company  uses  several  marketing  tools,  such  as  transactional
analyses  through  point-of-sale  systems  and  customer  surveys,  in  order to
determine the preferences of its target customers, working women ages 25-55. The
Company  uses  data from its  credit  card  program  for its  catalog  and other
targeted marketing programs.  During fiscal 2000, the Company instituted a store
customer tracking system to enhance its targeted marketing and advertising.


         Dress  Barn  continually  seeks  to  improve  the  customer's  shopping
experience.  The Company's enhanced management  information systems enable store
managers  and sales  associates  to spend  more time  servicing  customers.  The
Company utilizes an ongoing  video-training  program to improve customer service
and sales associates' product knowledge and selling skills.


         To further  enhance  shareholder  value, in October 1998, the Company's
Board of Directors authorized the Company to repurchase up to $75 million of the
Company's common stock. The Company completed this  authorization  during fiscal
2000, purchasing a total of 4.8 million shares at an average price of $15.62 per
share. In March 2000, the Company's Board of Directors approved an authorization
to repurchase an additional $50 million of the Company's  common stock.  Through
the  end of  fiscal  2000,  the  Company  had  repurchased  472,700  shares  (or
approximately  17% of the  additional  authorization)  at an  aggregate  cost of
approximately $8.5 million.



Merchandising


         In  addition to the  Company's  broad  assortment  of career and casual
wear, the Company offers other wardrobe items  including  accessories,  jewelry,
hosiery and shoes. There are separate  merchandising teams for Dress Barn, Dress
Barn Woman and catalog and e-commerce  merchandise.  The Company's  catalogs and
web  site  offer  some  unique  merchandise  as well as some of the  merchandise
available in the stores.  The Company is developing  cross-marketing  strategies
covering store, catalog and e-commerce  merchandise,  utilizing  channel-neutral
merchandise, pricing and return policies.


         A key component of the Company's  merchandising strategy is to increase
the  percentage of its sales derived from its Dress Barn(R)  label.  The Company
strategy is to develop Dress Barn as a national brand;  have it recognized as an
authority in its core categories with merchandise that provides shoppers desired
and  value-added  features at better prices than branded  larger box  retailers.
This  allows the  Company  to  differentiate  itself  from  other  retailers  by
providing an assortment of  merchandise  that is not  available  elsewhere,  and
value to the  customer by  providing  department  store taste and quality but at
everyday  prices that equal or are below their sale  prices.  The use of its own
label and private brands in general improves the Company's control over the flow
of  merchandise  into its  stores and  enables  the  Company  to better  specify
quantities,  styles,  colors,  size breaks and delivery dates. In addition,  the
Company  believes its private  brands  provide it with more  flexibility  in the
marketing process by allowing for higher initial mark-ons.  The Company believes
it has the  expertise  to  execute  its Dress  Barn  brand  strategy  due to its
extensive  experience  sourcing goods  (primarily  overseas),  its position as a
merchandiser  of  established  fashions  and its prior  experience  with private
brands.  The percentage of the Company's  sales generated from all private brand
labels has  increased to  approximately  75% in fiscal 2000,  from 70% in fiscal
1999 and 65% in fiscal 1998.

<PAGE>

         The Company  continues to expand its shoe and petite-size  departments.
As of July 29, 2000,  276 stores had shoe  departments  and 107 stores  featured
petites.  The  Company  expects to add  approximately  25 shoe  departments  and
approximately 15 petite departments in fiscal 2001.


         Virtually all  merchandising  decisions  affecting the Company's stores
are made centrally. Day to day store merchandising is under the direction of the
President and five merchandise managers. Catalog and e-commerce merchandising is
under the direction of the vice  president of catalog  operations.  Store prices
and markdowns are determined  centrally but may be adjusted  locally in response
to competitive  situations.  Generally,  the majority of the merchandise sold by
the Company is  uniformly  carried by all stores,  with a  percentage  varied by
management  according to regional or consumer  tastes or the size of  particular
stores.  To keep  merchandise  seasonal  and in current  fashion,  inventory  is
reviewed weekly and markdowns are taken as appropriate to expedite selling.  The
Company offers first-quality in season merchandise, with slightly more than half
of the  Company's  sales  volume  derived  from  sportswear,  and the  remainder
consisting  of  dresses,  suits,  blazers  and  accessories.  Dress  Barn  Woman
merchandise features larger sizes of styles similar to Dress Barn merchandise.


Buying and Distribution


         Buying is  conducted on a  departmental  basis for Dress Barn and Dress
Barn  Woman  by the  Company's  staff of over 45  buyers  and  assistant  buyers
supervised  by the  President  and five  merchandise  managers.  Buying  for the
catalogs  and  e-commerce  is  currently  conducted  by  four  product  managers
supervised by the vice  president of catalog  operations.  The Company also uses
independent buying representatives in New York and overseas. The Company obtains
its  nationally  branded  merchandise  from  approximately  200  vendors and its
private brand merchandise from approximately 65 vendors.  Typical lead times for
the Company in making  purchases from its vendors range from  approximately  one
month for items such as dresses,  t-shirts,  socks and hosiery to  approximately
six months for items such as suits and  sweaters.  Generally,  lead times do not
vary  significantly  between the Company's private brands and nationally branded
merchandise.


         The Company  has in the past  always  been able to purchase  sufficient
quantities  of  first-quality  imported and domestic  merchandise  at attractive
prices from vendors who typically sell to department and specialty  stores,  and
management  believes that there will  continue to be an adequate  supply of such
merchandise  available.  The Company has also established  strong  relationships
with its private label  manufacturers,  and does not anticipate any difficulties
in obtaining sufficient  quantities of its private label merchandise.  In fiscal
2000,  imports  accounted  for over 50% of  merchandise  purchases and no vendor
accounted over 5% of the Company's purchases.


        All merchandise for its stores is received from vendors at the Company's
central  warehouse and distribution  facility in Suffern,  New York, where it is
inspected,  allocated  and  shipped to its stores.  The Company  uses its strong
relationships  with vendors to lower its operating costs by shifting freight and
insurance costs to the vendors and typically  requires them to provide ancillary
services.  For example, over 90% of the Company's merchandise is pre-ticketed by
vendors and over 50% is pre-packaged  for  distribution to stores,  which allows
cross-docking in the distribution  center to the stores. In addition,  over half
of the hanging  garments  purchased by the Company are delivered on  floor-ready
hangers.  Merchandise  for the catalog and e-commerce  operations is received at
its third-party  fulfillment center, where the merchandise is stored,  processed
and shipped directly to the customer.

<PAGE>

        The  Company  generally  does  not  warehouse  store  merchandise,   but
distributes  it  promptly  to stores.  Turnaround  time  between  the receipt of
merchandise  from the vendor and shipment to the stores is usually three days or
less, and shipments are made daily to most stores,  maintaining the freshness of
merchandise.  Because of such  frequent  shipments,  the  stores do not  require
significant  storage  space.  The  Company may on  occasion  buy  certain  basic
clothing  that does not change in style from year to year at  attractive  prices
and warehouse such items at its distribution center until needed.



Store Locations and Properties

<TABLE>
         As of July 29, 2000,  the Company  operated 689 stores in 43 states and
the District of Columbia.  366 of the stores were conveniently  located in strip
centers and 257 stores were located in outlet  centers.  During  fiscal 2000, no
store  accounted for as much as 1% of the Company's  total sales.  The following
table indicates the type of shopping facility in which the stores were located:

<CAPTION>
                                                                     Dress Barn
                                                Dress Barn             Woman              Combo
      Type of Facility                            Stores               Stores             Stores            Total
<S>                                                <C>            <C>               <C>              <C>
Strip Shopping Centers                             136                   24                206              366
Outlet Malls and Outlet Strip Centers               76                   28                153              257
Free Standing, Downtown and Enclosed Malls          33                    4                 29               66(*)

Total                                              245                   56                388              689
                                                   ---                   --                ---              ---
<FN>
(*) Includes 23 downtown locations
</FN>
</TABLE>

         The  table on the  following  page  indicates  the  states in which the
stores operating on July 29, 2000 were located, and the number of stores in each
state:


<PAGE>

<TABLE>
<CAPTION>
Location                          DB                DBW              Combos
                               -------            -------            ------
<S>                             <C>                <C>                <C>
Alabama                           -                  -                   5
Arizona                           5                  1                   5
Arkansas                          -                  -                   2
California                       18                  3                  17
Colorado                          4                  1                   8
Connecticut                       9                  3                  17
District of Columbia              1                  -                   1
Delaware                          3                  -                   3
Florida                          12                  1                  12
Georgia                           4                  2                  17
Idaho                             -                  -                   2
Illinois                          4                  -                  22
Indiana                           5                  -                   4
Iowa                              -                  -                   3
Kansas                            -                  -                   4
Kentucky                          1                  -                   4
Louisiana                         -                  -                   3
Maine                             2                  1                   -
Maryland                          7                  2                  12
Massachusetts                    13                  3                  22
Michigan                         10                  1                  20
Minnesota                         1                  -                   4
Mississippi                       1                  -                   5
Missouri                          3                  2                  12
Nebraska                          -                  -                   2
Nevada                            2                  -                   3
New Hampshire                     1                  -                   5
New Jersey                       24                 10                  15
New York                         28                  4                  33
North Carolina                   10                  5                  16
Ohio                              6                  1                  12
Oklahoma                          -                  -                   1
Oregon                            2                  2                   3
Pennsylvania                     24                  6                  16
Rhode Island                      2                  -                   2
South Carolina                   12                  1                   5
Tennessee                         7                  2                  11
Texas                             6                  1                  28
Utah                              2                  1                   3
Vermont                           -                  -                   2
Virginia                         14                  2                  17
Washington                        2                  1                   4
West Virginia                     -                  -                   1
Wisconsin                         -                  -                   5
Total                           245                 56                 388
                                ---                 --                 ---
</TABLE>
<PAGE>


Operations and Management


         In considering new store locations, the Company's focus is expanding in
its existing major trading and  high-density  markets,  in certain cases seeking
downtowns  or urban  locations  and/or  adding to a cluster of suburban or other
locations.  Downtown and urban locations are considered  based on pedestrian and
mass transit traffic  patterns,  proximity to major corporate centers and office
towers and occupancy costs at the location,  which are substantially higher than
in suburban locations.  With respect to suburban and other locations the Company
considers the  concentration  of the Company's target customer base, the average
household  income in the surrounding area and the location of the proposed store
relative to competitive  retailers.  Within the specific strip or outlet center,
the Company evaluates the proposed co-tenants, the traffic count of the existing
center and the  location of the store  within the  center.  The  Company's  real
estate committee, which includes members of senior management,  must approve all
new leases. The committee also receives input from field management.

         The Company's  stores are designed to create a comfortable and pleasant
shopping  environment for its customers.  Merchandise and displays at all of the
stores are set up according to uniform  guidelines and plans  distributed by the
Company.  The Company's  merchandise is carefully arranged by lifestyle category
(e.g.,  career,  casual and weekend wear) for ease of shopping.  The stores also
have  private  fitting  rooms,  drive  aisles,  appealing  lighting,  carpeting,
background music and centralized cashier desks. Strategically located throughout
the stores  are  "lifestyle"  posters  showing  the  customer  complete  outfits
coordinated  from among the stores' fashion  offerings.  The Company has updated
its  interior  signage  and  fixturing  for a  more  open  and  easier  to  shop
environment and has launched a program to convert its stores to a new prototype.

         All stores are directly managed and operated by the Company. Each store
is staffed by a supervisor, who may be the store manager, and at least one sales
associate  during non-peak  hours,  with additional  sales  associates  added as
needed at peak hours.  The  supervisors and sales  associates  perform all store
operations,  from  receiving  and  processing  merchandise  and arranging it for
display, to assisting customers.  Each store manager reports to a District Sales
Manager who, in turn, reports to a Regional Sales Manager. Dress Barn employs 10
Regional Sales Managers and approximately 100 District Sales Managers.  District
sales  managers  typically  visit  each  store  at least  once a week to  review
merchandise levels and presentation,  staff training and personnel  performance,
expense  control,  security,  cleanliness  and  adherence  to Company  operating
procedures.

         The Company  motivates  its sales  associates  through  promotion  from
within,  creative incentive programs,  competitive wages and the opportunity for
bonuses.  Sales associates  compete in a broad variety of Company-wide  contests
involving  sales  goals and other  measures of  performance.  The  contests  are
designed to boost store profitability,  create a friendly competitive atmosphere
among associates and offer opportunities for additional compensation. Management
believes that Dress Barn's creative incentive programs provide an important tool
for  building   cohesive  and  motivated  sales  teams.   The  Company  utilizes
comprehensive  training  programs at the store level in order to ensure that the
customer will receive friendly and helpful  service,  which include (i) on-going
video  training,  (ii)  workbooks and manuals and (iii)  one-on-one  training of
sales associates by store managers.

         Approximately  61% of the Company's sales in fiscal 2000, versus 59% in
fiscal 1999,  were paid for by credit card,  with the remainder being by cash or
check.  This  increase was partially  due to the catalog and  e-commerce  sales,
which are  virtually all credit card sales.  The Company  utilizes its own Dress
Barn credit card. Consistent with the other credit cards it accepts, the Company
assumes no credit risk with respect to the Dress Barn card but pays a percentage
of sales as a service charge. As of July 29, 2000, the number of cardholders was
approximately 1.3 million. The average transaction on the Dress Barn credit card
during fiscal 2000 was  approximately  49% greater than the average of all other
transactions and represented approximately 10% of the Company's sales.

<PAGE>

          The Company  mainly  uses print  advertising.  The  Company  also uses
direct  mail  programs,   with  seven  mailings  during  fiscal  2000,  each  to
approximately 750,000 households including its credit card holders. In addition,
there were several smaller, more targeted mailings during fiscal 2000. In fiscal
2000, The Company  conducted a national brand awareness  campaign,  using cable,
local  television  and radio to promote Dress Barn as a national  brand and as a
"lifestyle"  to help drive  customer  traffic.  The  Company's  advertising  and
marketing  is shifting  towards a stronger  brand  message  delivered  on a more
targeted basis; more radio,  magazine and direct mail. The Company also launched
during fiscal 2000 a more  sophisticated  customer  tracking system,  which will
further enhance its targeting ability. At the store level, the store supervisors
host local  marketing  programs,  including  fashion  shows and in-store  events
designed to create greater  awareness of Dress Barn's  merchandise.  The Company
uses  its  credit   card   program,   its   catalog   and  its   internet   site
(www.dressbarn.com) as significant components in the development of its targeted
marketing efforts, enabling it to develop segmented marketing programs.

         Virtually  all of the  Company's  stores  are open  seven  days a week.
Stores located in strip and outlet centers  conform to the hours of other stores
in the center and are open most evenings, while downtown and freestanding stores
are usually open two nights per week.


Management Information Systems


         In  the  past  several  years,  the  Company  has  made  a  significant
investment in technology to improve  customer  service,  gain  efficiencies  and
reduce operating  costs.  Dress Barn has a management  information  system which
integrates  all  major  aspects  of the  Company's  business,  including  sales,
distribution,   purchasing,   inventory   control,   merchandise   planning  and
replenishment,  and financial systems. All stores utilize a point-of-sale system
with price look-up  capabilities for both inventory and sales transactions.  The
Company  continues  to  refine  its  laptop  system  that  delivers   up-to-date
store-related  information  to its  Regional  and  District  Sales  Managers and
automates many of their reporting functions.

         The  Company's   merchandising   system  tracks  merchandise  from  the
inception of the purchase  order,  through receipt at the  distribution  center,
through the distribution  planning process, and ultimately to the point of sale.
To monitor the  performance  of various  styles,  management  reviews  sales and
inventory levels on-line,  organized by department,  class, vendor, style, color
and store. The system enables the Company to mark down  slow-moving  merchandise
or efficiently  transfer it to stores  selling such items more rapidly.  Through
sophisticated  yet  inexpensive  off-the-shelf  systems,  the  Company  analyzes
historical  hourly and  projected  sales trends to  efficiently  schedule  sales
personnel,  minimizing  labor costs while  producing a higher  level of customer
service.  The Company  believes  that such  investments  in  technology  enhance
operating  efficiencies  and position Dress Barn for future growth.  The catalog
and e-commerce operations utilize their third-party  provider's operating system
for the call center and fulfillment  operations,  which tracks  merchandise from
the initial purchase order to the eventual  fulfillment of customer orders.  The
catalog  and  e-commerce  operations  utilize  a  sophisticated   marketing  and
forecasting system, which is separately leased by the Company. The Company is in
the  process of  upgrading  its  back-office  store  system  software  and other
information  systems to enhance its customer tracking  capabilities and targeted
marketing efforts.


Trademarks

         The  Company  has   previously   been  issued  U.S.   Certificates   of
Registration  of Trademark for the  operating  names of its stores and its major
private label merchandise.  The Company believes its Dress Barn (R) trademark is
materially  important to its business.  Approximately 3% of the Company's stores
currently in operation,  primarily located in outlet centers,  operate under the
name  Westport  Ltd.  and  Westport  Woman.  Subject to  landlord  approval  and
underlying lease  restrictions,  if any, the Company seeks to convert as many of
these stores as possible to the Dress Barn or Dress Barn Woman name.

<PAGE>

Employees


         As of July 29, 2000, the Company had  approximately  7,500 employees of
whom approximately  4,200 worked part time. A number of temporary  employees are
usually added during the peak selling periods.  None of the Company's  employees
are covered by any collective  bargaining  agreement.  The Company considers its
employee relations to be good.


Seasonality


         The  Company's  sales are  evenly  split  between  its Fall and  Spring
seasons.  Though the Company does not consider  its  business  seasonal,  it has
historically  experienced  substantially  lower  earnings  in its second  fiscal
quarter  ending  in  January  than  during  its  other  three  fiscal  quarters,
reflecting  the  intense  promotional  atmosphere  that  has  characterized  the
Christmas shopping season in recent years. In addition,  the Company's quarterly
results of operations may fluctuate materially depending on, among other things,
increases or decreases in comparable  store sales,  adverse weather  conditions,
shifts in timing of  certain  holidays,  the timing of new store  openings,  net
sales  contributed  by new stores,  the catalog and e-commerce  operations,  and
changes in the Company's merchandise mix.


Forward-Looking Statements and Factors Affecting Future Performance


         This Annual Report on Form 10-K contains in the "Business"  section, in
the  "Properties"  section,  in the  "Management's  Discussion  and  Analysis of
Financial  Condition and Results of Operations"  and elsewhere,  forward looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934, as amended.  These  statements  reflect the  Company's  current views with
respect to future events and financial performance. The Company's actual results
of operations and future  financial  condition may differ  materially from those
expressed  or  implied in any such  forward  looking  statements  as a result of
certain  factors  set forth in the  "Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations" section below.


         The women's retail  apparel  industry is subject to rapid change and is
highly competitive. The industry is subject to changes in the retail environment
which may be affected by overall economic conditions,  women's apparel fashions,
demographics,  macroeconomic factors such as consumer confidence that may affect
the level of spending for the types of merchandise sold by the Company,  as well
as other  factors.  The Company's  sales and results of  operations  may also be
affected by unusual weather patterns in areas where the Company has its greatest
concentration of stores.  The level of occupancy costs,  merchandise,  labor and
other costs will affect future results of operations.

<PAGE>

         The  Company  competes  primarily  with  department  stores,  specialty
stores,  discount stores,  mass merchandisers and off-price  retailers,  many of
which have substantially  greater financial,  marketing and other resources than
the Company. The Company's catalog and e-commerce  operations compete with other
catalog  and other  multi-channel  retailers.  Many  department  stores  offer a
broader selection of merchandise than the Company. In addition,  many department
stores continue to be promotional  and reduce their selling prices,  and certain
of the Company's  competitors and vendors have opened outlet stores, which offer
off-price merchandise. The Company's sales and results of operations may also be
affected by closeouts and  going-out-of-business  sales by other women's apparel
retailers.  The Company  may face  periods of strong  competition  in the future
which could have an adverse effect on its financial results.


         The growth of the Company's  store  operations  is dependent,  in large
part, upon the Company's ability to successfully  execute its strategy of adding
new stores and  expanding  into  related  businesses,  such as the  catalog  and
e-commerce.  The success of the  Company's  growth  strategy for its stores will
depend  upon a number of  factors,  including  the  identification  of  suitable
markets  and sites for new Combo  Stores,  negotiation  of leases on  acceptable
terms,  construction  or  renovation  of sites in a timely  manner at acceptable
costs,  and  maintenance  of the  productivity  of the existing  store base.  In
addition,  the Company must be able to hire, train and retain competent managers
and personnel and manage the systems and  operational  components of its growth.
The failure of the Company to open new Combo Stores on a timely  basis,  attract
qualified  management and personnel or appropriately  adjust operational systems
and procedures would adversely affect the Company's future operating results. In
addition,  there can be no  assurance  that the  opening of new Combo  Stores in
existing  markets will not have an adverse effect on sales at existing stores in
these  markets.  There  can be no  assurance  that the  Company  will be able to
successfully  implement its growth strategy of continuing to introduce the Combo
Stores or to maintain its current growth levels.


         As part of the Company's  planned growth,  it has invested  significant
resources to create an infrastructure for its catalog and e-commerce operations.
Substantial  sales  increases  for the catalog  and  e-commerce  businesses  are
necessary  for those  sales to be  profitable.  If these new  businesses  do not
generate such increased sales, the Company's  operating  results may continue to
be negatively impacted. E-commerce for specialty apparel retailers is relatively
new, with few success stories. The Company's catalog and e-commerce  initiatives
are expected to continue to require significant resources.


         The  expansion of the Dress  Barn(R)  brand to the vast majority of the
Company's  merchandise  offerings  and the  marketing  campaign  to promote  the
Company's brand and image may not generate  positive reaction from its customers
and may not  increase  sales.  Failure of the Company to maintain  its  existing
customer base may negatively impact sales.


         The Company's success also depends in part on its ability to anticipate
and respond to changing  merchandise trends and consumer preferences in a timely
manner.  Accordingly,  any failure by the Company to  anticipate,  identify  and
respond to changing fashion trends could adversely affect consumer acceptance of
the merchandise in the Company's  stores,  which in turn could adversely  affect
the  Company's  business  and its  image  with  its  customers.  If the  Company
miscalculates either the market for its merchandise or its customers' purchasing
habits,  it may be required to sell a significant  amount of unsold inventory at
below average markups over the Company's  cost, or below cost,  which would have
an  adverse  effect  on  the  Company's   financial  condition  and  results  of
operations.


         The Company's success is largely dependent on the efforts and abilities
of its  executive  officers.  The loss of the  services of any of its  executive
officers  could  have a  material  adverse  effect  on the  Company's  business,
financial condition and results of operations.

<PAGE>

         The Company relies upon its existing management  information systems in
operating and monitoring all major aspects of the Company's business,  including
sales, warehousing,  distribution,  purchasing, inventory control, merchandising
planning and replenishment, as well as various financial systems. Any disruption
in the  operation  of  the  Company's  management  information  systems,  or the
Company's  failure to continue to upgrade,  integrate or expend  capital on such
systems as its business  expands,  would have a material  adverse  effect on the
Company.  In  addition,  any  disruption  in the  operations  of  the  Company's
distribution  center  would  have a  material  adverse  effect on the  Company's
business.


         The  Company is  committed  to being  leaner and more  productive.  The
Company is planning to continue to close or relocate  underperforming stores and
maintain tight cost controls in all areas with a view to increasing  shareholder
value.  There can be no assurance  that the Company's  strategy will result in a
continuation  of revenue and profit growth.  Future economic and industry trends
that could impact revenue and profitability remain difficult to predict.


ITEM  2.  PROPERTIES

<TABLE>
         The  Company  leases all its stores.  Store  leases  generally  have an
initial  term  ranging  from 5 to 15 years  with one or more  5-year  options to
extend the lease.  The table below,  covering all stores operated by the Company
on July 29,  2000,  indicates  the number of leases  expiring  during the period
indicated and the number of expiring leases with and without renewal options:

<CAPTION>
                         Leases        Number with       Number Without
Fiscal Years            Expiring      Renewal Options    Renewal Options
<S>                     <C>              <C>                <C>
2001                      101               58                 43
2002                      143              128                 15
2003                      123              106                 17
2004-2006                 240              201                 39
2007 and thereafter        82               77                  5
                          ---              ---                ---

Total                     689              570                119
                          ---              ---                ---
</TABLE>


         New store leases  generally  provide for a base rent of between $10 and
$20 per square foot per annum.  Most leases have formulas  requiring the payment
of a  percentage  of  sales as  additional  rent,  generally  when  sales  reach
specified levels. The Company's aggregate minimum rentals under operating leases
in effect at July 29, 2000,  and  excluding  locations  acquired  after July 29,
2000, for fiscal 2001 are approximately $69.9 million. In addition,  the Company
is also responsible under its store leases for its pro rata share of maintenance
expenses and common charges in strip and outlet centers.

         Most of the store leases give the Company the option to  terminate  the
lease at little or no cost if certain  specified sales volumes are not achieved.
This affords the Company greater  flexibility to close  underperforming  stores.
Usually these  provisions  are operative  only during the first few years of the
lease.


<PAGE>

         The Company's investment in new stores consists primarily of inventory,
leasehold improvements, fixtures and equipment. Dress Barn often receives tenant
improvement  allowances from the landlords to offset these initial  investments.
The  Company's  stores are  typically  profitable  within the first 12 months of
operation.

         The Company leases its executive offices and distribution facilities in
Suffern, New York. The Suffern facility has a total of 510,000 square feet, with
100,000  square  feet  of  office  space  and  the  remainder  for   merchandise
distribution. This lease expires on April 30, 2007, with three five-year options
to extend the lease.  Management  believes the Suffern facility is sufficient to
meet its current needs and any foreseeable  increase in the Company's store base
resulting from expansion or acquisition.  The catalog and e-commerce call center
and  fulfillment  operations  are  conducted  in  facilities  contracted  from a
third-party  provider.  The contract  expires in June 2001,  with two options to
extend the contract  for  additional  two-year  periods.  The contract  provides
termination  provisions  for both parties under certain  conditions.  Management
believes  the  third-party  provider  has  sufficient  capacity  to service  the
Company's current needs and the planned increase in sales during the lease term.


ITEM  3.  LEGAL PROCEEDINGS

         On May 18, 2000,  Alan M. Glazer,  GLZR  Acquisition  Corp. and Bedford
Fair  Industries,  Ltd.  commenced an action against the Company in the Superior
Court of Connecticut,  Stamford  Judicial  District,  seeking  compensatory  and
punitive damages in an unspecified amount for alleged unfair trade practices and
alleged  breach of contract  arising out of  negotiations  before  Bedford  Fair
Industries' Chapter 11 bankruptcy liquidation for the acquisition of the Bedford
Fair business which the Company never concluded. The Company believes that there
is no merit in any of the plaintiffs' asserted claims.

         There are no material  pending legal  proceedings,  other than ordinary
routine  litigation  incidental to the business,  to which the Company or any of
its subsidiaries is a party or of which any of their property is the subject.


ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of the fiscal year.


<PAGE>


ITEM 4A.  Executive Officers of the Registrant


         The  following  table  sets for the  name,  age and  position  with the
Company of the Executive Officers of the Registrant:


Name                          Age           Positions

Elliot S. Jaffe                74        Chairman of the Board,
                                         Chief Executive Officer and Director

Burt Steinberg                 55        President, Chief Operating Officer and
                                         Director

David R. Jaffe                 41        Executive Vice President

Armand Correia                 54        Senior Vice President and Chief
                                         Financial Officer

Eric Hawn                      50        Senior Vice President
                                         Store Operations

Elise Jaffe                    45        Senior Vice President
                                         Real Estate


     Mr. Elliot S. Jaffe has been Chief  Executive  Officer of the Company since
1966.

     Mr. Steinberg has been President and Chief Operating Officer of the Company
since 1989.

     Mr. David R. Jaffe has been  Executive  Vice President of the Company since
1996. He joined the Company in 1992 as Vice President  Business  Development and
became  Senior Vice  President  in 1995.  Mr.  Jaffe is the son of Elliot S. and
Roslyn S. Jaffe, Secretary, Treasurer and Director of the Company.

     Mr. Correia has been Senior Vice President and Chief  Financial  Officer of
the Company since 1991.

     Mr. Hawn has been Senior Vice President of the Company since 1989.

     Ms. Elise Jaffe has been Senior Vice President of the Company since January
1, 1995. She previously was Vice President.  Ms. Jaffe is the daughter of Elliot
S. and Roslyn S. Jaffe, Secretary, Treasurer and Director of the Company.

     The  Company's  officers  are  elected  by the Board of  Directors  for
one-year terms and serve at the discretion of the Board of Directors.



<PAGE>


                                     PART II

ITEM  5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
              SECURITY HOLDER  MATTERS


Market Prices of Common Stock

        The Common Stock of The Dress Barn, Inc. is traded  over-the-counter  on
the NASDAQ National Market System under the symbol DBRN.

<TABLE>
        The table  below sets forth the high and low bid prices as  reported  by
NASDAQ for the last eight fiscal  quarters.  These  quotations  represent prices
between dealers and do not include retail mark-ups,  mark-downs or other fees or
commissions and may not represent actual transactions.

<CAPTION>
                             Fiscal 2000                         Fiscal 1999
                              Bid Prices                         Bid Prices
                          High           Low                  High          Low
Fiscal Period
<S>                     <C>           <C>                   <C>          <C>
  First Quarter          $19.63        $14.00                $24.50       $11.25
  Second Quarter         $18.25        $15.06                $16.38       $13.00
  Third Quarter          $22.69        $13.56                $16.31       $12.38
  Fourth Quarter         $24.94        $16.25                $16.69       $13.13
</TABLE>


Number of Record Holders

         The  number of  record  holders  of the  Company's  common  stock as of
October 1, 2000 was approximately 2,000.

Dividend Policy

         The Company has never paid cash dividends on its common stock.  Payment
of dividends is within the discretion of the Company's Board of Directors.


<PAGE>

<TABLE>

ITEM 6.  SELECTED FINANCIAL DATA
Dollars in thousands except per share
information

<CAPTION>
                                                                                 Fiscal Year Ended
                                                ------------------------------------------------------------------------------------
                                                        July 29,        July 31,         July 25,         July 26,         July 27,
                                                            2000            1999             1998             1997             1996
                                                ------------------------------------------------------------------------------------

<S>                                                    <C>             <C>              <C>              <C>              <C>
     Net sales                                          $656,174        $615,975         $598,175         $554,843         $515,522
     Cost of sales, including
       occupancy and buying costs                        419,479         398,282          381,354          358,093          337,998
                                                ------------------------------------------------------------------------------------

     Gross profit                                        236,695         217,693          216,821          196,750          177,524

     Selling, general and
       administrative expenses                           165,336         150,897          142,098          135,384          132,176

     Depreciation & amortization                          21,164          23,104           17,758           16,139           15,828

     Write-down of underperforming
       and closed store assets                              ----            ----             ----             ----            2,848
                                                ------------------------------------------------------------------------------------

     Operating income                                     50,195          43,692           56,965           45,227           26,672

     Interest income- net                                  7,667           8,787            6,385            4,800            3,343
                                                ------------------------------------------------------------------------------------

        Earnings before
          income taxes                                    57,862          52,479           63,350           50,027           30,015

     Income taxes                                         21,120          19,155           23,123           18,260           11,106
                                                ------------------------------------------------------------------------------------

        Net earnings                                     $36,742         $33,324          $40,227          $31,767          $18,909
                                                ====================================================================================

     Earnings per share - basic                            $1.94           $1.56            $1.75            $1.40            $0.84
                                                ====================================================================================

     Earnings per share - diluted                          $1.89           $1.53            $1.70            $1.33            $0.84
                                                ====================================================================================

Balance sheet data:
     Working capital                                    $159,105        $159,089         $170,412         $153,579         $122,730
     Total assets                                       $374,236        $363,579         $341,154         $309,502         $265,723
     Long-term debt                                           --              --               --           $3,500           $3,500
     Shareholders' equity                               $259,561        $253,600         $265,608         $232,822         $199,096

Percent of net sales:
     Cost of sales, including
       occupancy and buying costs                          63.9%           64.7%            63.8%            64.5%            65.6%
     Gross profit                                          36.1%           35.3%            36.2%            35.6%            34.4%
     Selling, general and
       administrative expenses                             25.2%           24.5%            23.8%            24.4%            25.6%
     Operating income                                       7.6%            7.1%             9.5%             8.2%             5.2%
     Net earnings                                           5.6%            5.4%             6.7%             5.7%             3.7%

<FN>
Certain  reclassifications  have been made to prior  years' data to conform with
the current year's presentation
</FN>
</TABLE>

<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS


Forward-Looking Statements

         Certain statements  contained in this Annual Report are forward-looking
and involve a number of risks and  uncertainties.  Among the factors  that could
cause  actual  results to differ  materially  are,  but are not  limited to, the
following:  general  economic  conditions and consumer  confidence;  competitive
factors and pricing  pressures,  including the  promotional  activities of major
department stores;  consumer apparel buying patterns,  such as the ongoing shift
to more casual apparel; import risks, including potential disruptions,  economic
and political  problems in countries  from which  merchandise  is imported,  and
duties,  tariffs and quotas on imported  merchandise;  the Company's  ability to
predict fashion trends; the availability, selection and purchasing of attractive
merchandise on favorable terms;  higher than  anticipated  costs of building the
catalog and  e-commerce  capabilities;  inadequate  growth in the sales from the
catalog and e-commerce  operations;  new or increased competition in the catalog
or e-commerce channels of distribution;  adverse weather  conditions;  inventory
risks due to shifts in market  demand and other factors that may be described in
the Company's filings with the Securities and Exchange  Commission.  The Company
does not undertake to publicly update or revise the  forward-looking  statements
even if  experience or future  changes make it clear that the projected  results
expressed or implied therein will not be realized.


Results of Operations

         The table  below  sets  forth  certain  financial  data of the  Company
expressed as a percentage of net sales for the periods indicated:


                                                Fiscal Year Ended
                                   July 29,          July 31,           July 25,
                                     2000              1999               1998
                                    ------            ------             ------

Net sales                           100.0%            100.0%             100.0%
Cost of sales, including
  occupancy and buying costs         63.9%             64.7%              63.8%
Selling, general and
  administrative expenses            25.2%             24.5%              23.8%
Depreciation and amortization         3.2%              3.8%               3.0%
Interest income - net                 1.2%              1.4%               1.1%
Earnings before income taxes          8.8%              8.5%              10.6%
Net earnings                          5.6%              5.4%               6.7%


Fiscal 2000 Compared to Fiscal 1999

         Net sales  increased  by 6.5% to $656.2  million for the 52 weeks ended
July 29, 2000 ("fiscal  2000"),  from $616.0 million for the 53 weeks ended July
31,  1999  ("fiscal  1999").  On a  comparable  52-week  basis  sales would have
increased  8.2%. The sales increase from fiscal 1999 was primarily due to a 1.8%
increase in  comparable  store sales and an  approximately  9% increase in total
selling square footage.  The Company  believes the increase in comparable  store
sales resulted in part from a number of its strategic initiatives, including the
development  of its Dress  Barn(R)  brand  merchandise  and brand  image and the
Company's ability to react to the growing customer  preference for casual career
wear and adapt its  merchandise  offerings  accordingly.  The  increase in store
square footage was due to the opening of new combination  Dress  Barn/Dress Barn
Woman stores ("combo stores"),  which carry both Dress Barn and Dress Barn Woman
merchandise,  and the  conversion  of  single-format  stores into combo  stores,
offset  in  part  by  the  square   footage   reduction   from  the  closing  of
underperforming  stores.  The  number of stores in  operation  increased  to 689
stores as of July 29,  2000,  from 674 stores in  operation as of July 31, 1999.
The Company's  strategy for fiscal 2001 is to continue  opening  primarily combo
stores and converting its existing single-format stores into combo stores, while
closing  its  underperforming  locations.  Store  expansion  will  focus on both
expanding in the  Company's  existing  major trading  markets,  in certain cases
seeking a downtown  location  and/or  adding to a cluster of  suburban  or other
locations, and developing new markets.

<PAGE>

         The Company mailed its first Dress Barn catalog in September 1999, with
a total of 6 million catalogs mailed during fiscal 2000. During Spring 2000, the
Company  also  started  its  e-commerce  business,  selling  merchandise  on the
internet  via  its web  site  (www.dressbarn.com).  The  Company's  fiscal  2000
earnings  per  share-diluted  were  reduced  by  approximately  $0.22 due to the
startup costs of launching the catalog and  e-commerce  operations  and building
the infrastructure to support their continued expansion.  The Company intends to
continue  developing its catalog and  e-commerce  sales  capabilities  in fiscal
2001.

         Gross  profit (net sales less cost of goods sold,  including  occupancy
and buying costs) increased by 8.7% to $236.7 million, or 36.1% of net sales, in
fiscal 2000 from $217.7  million,  or 35.3% of net sales,  in fiscal  1999.  The
increase in gross profit as a percentage  of sales was  primarily  due to higher
initial  margins from the  continued  increase in the  percentage  of sales from
private  brands and lower  markdowns as a percentage of sales.  Increased  store
sales more than offset higher store  occupancy costs resulting from the increase
in square  footage and higher rents for new stores,  store  expansions and lease
renewals.

         Selling, general and administrative ("SG&A") expenses increased by 9.6%
to $165.3 million, or 25.2% of net sales, in fiscal 2000 from $150.9 million, or
24.5% of net sales, in fiscal 1999. Cost controls, productivity improvements and
increases in comparable  store sales were not sufficient to offset  increases in
store  operating costs  (primarily  selling costs resulting from the tight labor
market) and increases in advertising and marketing expenses.  In addition,  SG&A
expenses  included  start-up costs for the Dress Barn catalog and the e-commerce
operations.

         Depreciation expense decreased by 8.5% to $21.2 million for fiscal 2000
from $23.1 million for fiscal 1999. Fiscal 1999's depreciation  expense included
additional provisions for future store closings and an additional charge for the
replacement of its store  personal  computers  during fiscal 2000.  Depreciation
expense for both periods also includes certain write-offs related to the closure
of 47 stores and 56 stores during fiscal 2000 and fiscal 1999, respectively.

         Interest  income - net  decreased  by 12.7% to $7.7  million for fiscal
2000 from $8.8 million for fiscal 1999.  During fiscal 2000, funds available for
investment  were  consistent  with fiscal 1999,  but fiscal 1999  included  $1.2
million of net capital gains from the redemption of equity funds made during the
fiscal year.

         Net earnings for fiscal 2000  increased  10.3% to $36.7 million  versus
$33.3 million in fiscal 1999,  while diluted  earnings per share increased 23.5%
to $1.89 per share versus $1.53 in fiscal 1999.  The earnings per share increase
exceeded the increase in net earnings primarily due to the Company's  repurchase
of 2.4  million and 3.0  million  shares of its common  stock in fiscal 2000 and
1999, respectively.

<PAGE>

Fiscal 1999 Compared to Fiscal 1998

         Net sales  increased  by 3.0% to $616.0  million for the 53 weeks ended
July 31, 1999, from $598.2 million for the 52 weeks ended July 25, 1998 ("fiscal
1998"). The sales increase was due to the extra week in fiscal 1999, which added
$9.4 million to fiscal 1999 revenues,  and an approximately 8% increase in total
selling square footage. These were offset by a 3.7% decrease in comparable store
sales.  The Company  believes the decrease in  comparable  store sales  resulted
primarily from the continued and growing  customer  preference for casual career
wear,  rather than the tailored  career  clothing the Company is generally known
for. The  increase in square  footage was due to the opening of new combo stores
and the conversion of single-format stores into combo stores, offset in part the
square footage reduction from the closing of underperforming  stores. The number
of stores in operation  increased  to 674 stores as of July 31,  1999,  from 669
stores in operation as of July 25, 1998.

         Gross  profit (net sales less cost of goods sold,  including  occupancy
and buying costs) increased by 0.4% to $217.7 million, or 35.3% of net sales, in
fiscal 1999 from $216.8  million,  or 36.2% of net sales,  in fiscal  1998.  The
decline in gross profit as a percentage  of sales was primarily due to increased
store  occupancy  costs as a  percentage  of sales and  slightly  lower  margins
resulting from increased  markdowns.  Store occupancy costs increased due to the
increase in square footage and higher rents for new stores, store expansions and
lease renewals that were not accompanied by a similar increase in store sales.

         Selling, general and administrative ("SG&A") expenses increased by 6.2%
to $150.9 million, or 24.5% of net sales, in fiscal 1999 from $142.1 million, or
23.8% of net sales, in fiscal 1998. Cost controls and productivity  improvements
were not  sufficient  to  offset  the  negative  leverage  from the  decline  in
comparable store sales on relatively fixed costs.

         Depreciation  expense  increased  by 30.1% to $23.1  million for fiscal
1999 from $17.8 million for fiscal 1998. This was primarily due to $22.7 million
of fixed asset  additions  in fiscal 1999 and an increase in the  provision  for
future store closings from $3.3 million in fiscal 1998 to $6.8 million in fiscal
1999. The Company's fiscal 1999 provision for future store closings  includes an
additional  charge for the planned  replacement of its store personal  computers
during fiscal 2000.  Depreciation expense for both periods also includes certain
write-offs  related to the closure of 56 stores and 60 stores during fiscal 1999
and fiscal 1998, respectively.

         Interest  income - net  increased  by 37.6% to $8.8  million for fiscal
1999 from $6.4 million for fiscal 1998, due to $1.2 million of net capital gains
from the  redemption  of equity  funds made during the fiscal  year,  as well as
higher rates and higher available funds for investment.


Liquidity and Capital Resources

         The Company has generally  funded,  through  internally  generated cash
flow,  all of its  operating  and capital  needs.  These  include the opening or
acquisition  of new stores,  the  remodeling of existing  stores,  the continued
expansion  of its  successful  combination  store format and the building of its
catalog and  e-commerce  capabilities.  Total  capital  expenditures  were $22.3
million,  $22.7  million  and  $21.7  million  in  fiscal  2000,  1999 and 1998,
respectively.  The Company also repurchased  2,399,400 outstanding shares of its
stock  for a total  cost of $33.9  million  during  fiscal  2000  and  3,042,300
outstanding shares for $47.3 million during fiscal 1999.

         The  Company  funds  inventory  expenditures  through  cash  flows from
operations and the favorable  payment terms the Company has established with its
vendors.  The Company's net cash provided by operations in fiscal 2000 decreased
to $61.5  million as compared to $84.5  million in fiscal 1999 and $62.1 million
in fiscal  1998.  The large  increase in fiscal 1999 versus both fiscal 2000 and
fiscal 1998 was due primarily to the $21.0 million  increase in accounts payable
(while inventory increased $7.4 million) and to a decrease in taxes paid.

<PAGE>

         At July  29,  2000,  the  Company  had  $154.1  million  in  marketable
securities and other investments.  The portfolio consists primarily of municipal
bonds that can readily be  converted  to cash.  The Company  holds no options or
other derivative instruments.  Working capital was approximately $159 million at
July 29, 2000. In addition,  the Company had available $100 million in unsecured
lines of credit  bearing  interest below the prime rate. The Company had no debt
outstanding  under  any of the  lines  at  July  29,  2000.  However,  potential
borrowings were limited by approximately  $36 million of outstanding  letters of
credit primarily to vendors for import merchandise purchases.

         In fiscal 2001, the Company plans to open  approximately  60 additional
stores,  convert approximately 15 single-format stores to its larger combination
store format and continue its store remodeling  program.  The Company intends to
focus on its  current  markets,  and enter into new markets  where  economically
justified.  The Company  intends to pursue  downtown  locations  as these stores
complement existing suburban locations in its trading markets.  The Company also
intends to  continue  developing  its catalog and  e-commerce  capabilities.  In
addition, the Company continues to pursue acquisition opportunities. The Company
believes that its cash, cash equivalents, marketable securities and investments,
together with cash flow from operations,  will be adequate to fund the Company's
proposed capital expenditures and any other operating requirements.


Seasonality

         The Company has historically  experienced  substantially lower earnings
in its second  fiscal  quarter  ending in January  than  during its other  three
fiscal  quarters,   reflecting  the  intense  promotional  atmosphere  that  has
characterized the Christmas shopping season in recent years. The Company expects
this trend to continue for fiscal 2001.  In addition,  the  Company's  quarterly
results of operations may fluctuate materially depending on, among other things,
increases or decreases in comparable  store sales,  adverse weather  conditions,
shifts in timing of  certain  holidays,  the timing of new store  openings,  net
sales  contributed  by new stores,  the catalog and e-commerce  operations,  and
changes in the Company's merchandise mix.


<PAGE>


ITEM  8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The  consolidated  financial  statements  of The Dress Barn,  Inc.  and
subsidiaries  are filed  together  with  this  report:  See  Index to  Financial
Statements, Item 14.




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE


         None.





                                    PART III


         The  information  called for by Items 10, 11, 12 and 13 is incorporated
herein by  reference  from the  definitive  proxy  statement  to be filed by the
Company in connection with its 2000 Annual Meeting of Shareholders.


<PAGE>

                                     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

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

<TABLE>
         The  following  exhibits  are filed as part of this  Report  and except
Exhibits 3(e), 22 and 24 are all  incorporated by reference  (utilizing the same
exhibit numbers) from the sources shown.

<CAPTION>
                                                                                          Incorporated By
                                                                                           Reference From

<S>                                                                                          <C>
3(c)              Amended and Restated Certificate of Incorporation                             (1)

3(e)              Amended and Restated By-Laws

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

4.                Specimen Common Stock Certificate                                             (1)

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

10(b)             Employment Agreement With Burt Steinberg                                      (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)

</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                                                                          Incorporated By
                                                                                           Reference From
<S>                                                                                          <C>

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

                  10(l)   Danbury, CT store                                                      (1)

                  10(m)   Branford, CT store                                                     (1)

                  10(hh) Norwalk, CT  Dress Barn/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(z)             Extension of Employment Agreement with Burt Steinberg                          (5)

10(aa)            The Dress Barn, Inc. 1987 Non-Qualified Stock Option Plan                      (5)

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

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

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

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

10(nn)            The Dress Barn, Inc. 1995 Stock Option Plan                                    (11)

10(oo)            Split Dollar Agreement between Dress Barn and                                  (12)
                  Steinberg Family Trust f/b/o Michael Steinberg

10(pp)            Split Dollar Agreement between Dress Barn and                                  (12)
                  Steinberg Family Trust f/b/o Jessica Steinberg

10(qq)            Split Dollar Agreement between Dress Barn and                                  (12)
                  Jaffe 1996 Insurance Trust

22.               Subsidiaries of the Registrant

24.               Independent Auditors' Consent
<FN>
--------------------------------------------------------------------------------
         (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.
         (11) The Company's Annual Report on Form 10-K for the fiscal year ended
July 27, 1996.
         (12) The Company's Annual Report on Form 10-K for the fiscal year ended
July 25, 1998.
</FN>
</TABLE>

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 29, 2000.


ITEM 14.  (c)  EXHIBITS

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


<PAGE>

                                   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                                                     10/26/00
--------------------
Elliot S. Jaffe           Chairman of the Board and
                          Chief Executive Officer
                          (Principal Executive Officer)

/s/ ROSLYN S. JAFFE                                                     10/26/00
---------------------
Roslyn S. Jaffe           Director and Secretary and Treasurer


/s/ BURT STEINBERG                                                      10/26/00
---------------------
Burt Steinberg            Director and President
                          and Chief Operating Officer


/s/ KLAUS EPPLER                                                        10/26/00
-----------------------
Klaus Eppler              Director


/s/ DONALD JONAS                                                        10/26/00
----------------
Donald Jonas              Director


/s/ MARK S. HANDLER                                                     10/26/00
----------------
Mark S. Handler           Director


/s/ EDWARD D. SOLOMON                                                   10/26/00
---------------------
Edward D. Solomon         Director


/s/ ARMAND CORREIA                                                      10/26/00
---------------------
Armand Correia            Chief Financial Officer (Principal
                          Financial and Accounting Officer)


<PAGE>


                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Shareholders
The Dress Barn, Inc.
Suffern, New York


We have audited the accompanying  consolidated balance sheets of The Dress Barn,
Inc. and Subsidiaries (the "Company") as of July 29, 2000 and July 31, 1999, and
the related consolidated statements of earnings,  shareholders' equity, and cash
flows for each of the three  years in the  period  ended  July 29,  2000.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects, the financial position of the Company as of July 29, 2000 and
July 31, 1999,  and the results of its operations and its cash flows for each of
the three years in the period ended July 29, 2000, in conformity with accounting
principles generally accepted in the United States of America.






Deloitte & Touche LLP
New York, New York
September 13, 2000


<PAGE>

<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Balance Sheets
Amounts in thousands, except share data
<CAPTION>
                                                                                  July 29,                 July 31,
ASSETS                                                                                2000                     1999
                                                                         ------------------       ------------------
Current Assets:
<S>                                                                       <C>                     <C>
     Cash and cash equivalents                                                      $2,978                  $17,492
     Marketable securities and investments (Note 2)                                154,050                  139,400
     Merchandise inventories                                                       111,901                  110,138
     Prepaid expenses and other                                                      4,851                    2,038
                                                                         ------------------       ------------------
        Total Current Assets                                                       273,780                  269,068
                                                                         ------------------       ------------------
Property and Equipment:
     Leasehold improvements                                                         54,749                   55,542
     Fixtures and equipment                                                        128,300                  119,723
     Computer software                                                              12,294                    7,007
     Automotive equipment                                                              560                      499
                                                                         ------------------       ------------------
                                                                                   195,903                  182,771
     Less accumulated depreciation
       and amortization                                                            109,146                  101,416
                                                                         ------------------       ------------------
                                                                                    86,757                   81,355
                                                                         ------------------       ------------------
Deferred Income Taxes (Note 4)                                                       9,864                    9,866
                                                                         ------------------       ------------------
Other Assets                                                                         3,835                    3,290
                                                                         ------------------       ------------------
                                                                                  $374,236                 $363,579
                                                                         ==================       ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable- trade                                                       $64,780                  $62,215
     Accrued expenses                                                               39,633                   38,504
     Customer credits                                                                5,255                    3,364
     Income taxes payable                                                            5,007                    5,896
                                                                         ------------------       ------------------
        Total Current Liabilities                                                  114,675                  109,979
                                                                         ------------------       ------------------
Commitments (Note 5)
Shareholders' Equity:
     Preferred stock, par value $.05 per share:
       Authorized- 100,000 shares
       Issued and outstanding- none                                                     --                       --
     Common stock, par value $.05 per share:
       Authorized- 30,000,000 shares
       Issued- 25,094,847 and 24,646,278
             shares, and outstanding- 17,985,647 and
             19,936,478 shares, respectively                                         1,255                    1,232
     Additional paid-in capital                                                     37,083                   28,797
     Retained earnings                                                             329,170                  292,428
     Treasury stock, at cost                                                      (107,162)                 (68,274)
     Accumulated other comprehensive loss                                             (785)                    (583)
                                                                         ------------------       ------------------
                                                                                   259,561                  253,600
                                                                         ------------------       ------------------
                                                                                  $374,236                 $363,579
                                                                         ==================       ==================

<FN>
See notes to consolidated financial statements
</FN>
</TABLE>


<PAGE>

<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Earnings
Amounts in thousands except per share amounts
<CAPTION>
                                                                                     Fiscal Year Ended
                                                               ------------------------------------------------------------
                                                                          July 29,            July 31,            July 25,
                                                                              2000                1999                1998
                                                               ------------------------------------------------------------


<S>                                                                    <C>                 <C>                 <C>
     Net sales                                                            $656,174            $615,975            $598,175
     Cost of sales, including
       occupancy and buying costs                                          419,479             398,282             381,354
                                                               ------------------------------------------------------------

     Gross profit                                                          236,695             217,693             216,821

     Selling, general and
       administrative expenses                                             165,336             150,897             142,098

     Depreciation and amortization                                          21,164              23,104              17,758
                                                               ------------------------------------------------------------

     Operating income                                                       50,195              43,692              56,965

     Interest income- net                                                    7,667               8,787               6,385
                                                               ------------------------------------------------------------

     Earnings before
          income taxes                                                      57,862              52,479              63,350

     Income taxes                                                           21,120              19,155              23,123
                                                               ------------------------------------------------------------

     Net earnings                                                          $36,742             $33,324             $40,227
                                                               ============================================================

     Earnings per share:
            Basic                                                            $1.94               $1.56               $1.75
                                                               ============================================================
            Diluted                                                          $1.89               $1.53               $1.70
                                                               ============================================================

     Weighted average shares outstanding:
            Basic                                                           18,958              21,336              23,032
                                                               ------------------------------------------------------------
            Diluted                                                         19,408              21,758              23,654
                                                               ------------------------------------------------------------

<FN>
See notes to consolidated financial statements
</FN>
</TABLE>

<PAGE>


<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Shareholders' Equity
Dollars and shares in thousands
<CAPTION>
                                                                                                         Accumulated
                                                                     Additional                              Other         Total
                                                    Common Stock      Paid-In     Retained    Treasury   Comprehensive Shareholders'
                                                  Shares     Amount   Capital     Earnings      Stock     Income (Loss)   Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>       <C>         <C>          <C>          <C>          <C>
Balance, July 26, 1997                            22,743    $1,194    $19,856     $218,877     ($8,214)      $1,109       $232,822
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                     40,227
                                                                                                                         -----------
    Total comprehensive income                                                                                              40,227
                                                                                                                         -----------
Deferred compensation                                                      18                                                   18
Tax benefit from exercise of stock options                                404                                                  404
Employee Stock Purchase Plan activity                  5       --         131                                                  131
Shares issued pursuant to exercise of stock options  613       31       4,766                                                4,797
Purchase of treasury stock                          (522)                                      (12,791)                    (12,791)
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 25, 1998                            22,839     1,225     25,175     259,104      (21,005)       1,109        265,608
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                    33,324
   Unrealized holding loss on marketable securities                                                                         (1,692)
                                                                                                                         -----------
    Total comprehensive income                                                                                              31,632
                                                                                                                         -----------
Deferred compensation                                 10        --        164                                                  164
Tax benefit from exercise of stock options                              2,431                                                2,431
Employee Stock Purchase Plan activity                 10        --        133                                                  133
Shares issued pursuant to exercise of stock options  119         7        894                                                  901
Purchase of treasury stock                        (3,042)                                     (47,269)                     (47,269)
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 31, 1999                            19,936     1,232     28,797     292,428     (68,274)         (583)       253,600
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                    36,742
   Unrealized holding loss on marketable securities                                                                           (202)
                                                                                                                         -----------
    Total comprehensive income                                                                                              36,540
                                                                                                                         -----------
Tax benefit from exercise of stock options                              4,050                                                4,050
Employee Stock Purchase Plan activity                  7         1        109                                                  110
Shares issued pursuant to exercise of stock options  442        22      4,127                                                4,149
Purchase of treasury stock                        (2,399)                                     (38,888)                     (38,888)
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 29, 2000                            17,986    $1,255    $37,083    $329,170   ($107,162)        $(785)      $259,561
====================================================================================================================================
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>

<PAGE>

<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Dollars in thousands
<CAPTION>
                                                                                                      Fiscal Year Ended
                                                                                 ---------------------------------------------------
                                                                                          July 29,         July 31,        July 25,
                                                                                              2000             1999            1998
                                                                                   -------------------------------------------------
<S>                                                                                  <C>              <C>             <C>
Operating Activities:
Net earnings                                                                               $36,742          $33,324         $40,227
                                                                                 ---------------------------------------------------
Adjustments  to  reconcile  net  earnings  to net  cash  provided  by  operating
    activities:
      Depreciation and amortization of property and
          equipment (net)                                                                   16,481           16,296          14,489
      Write-down of non-trading equity investment                                              ---            3,000           7,000
      Loss on disposal of closed store assets                                                4,683            6,808           3,269
      Increase in deferred income tax assets                                                     2          (6,790)          (3,519)
      Deferred compensation                                                                    ---              164              18
      Changes in assets and liabilities:
         Increase in merchandise inventories                                                (1,763)          (7,432)         (2,871)
         (Increase) decrease in prepaid expenses                                            (2,813)            2,163         (1,732)
         (Increase) decrease in other assets                                                  (545)              120         (1,977)
         Increase in accounts payable- trade                                                 2,565           21,004           1,043
         Increase in accrued expenses                                                        1,129            6,996           7,669
         Increase in customer credits                                                        1,891              537             338
         Increase (decrease) in income taxes payable                                         3,160            8,327          (1,862)
                                                                                 ---------------------------------------------------
       Total adjustments                                                                    24,790           51,193          21,865
                                                                                 ---------------------------------------------------

        Net cash provided by operating activities                                           61,532           84,517          62,092
                                                                                 ---------------------------------------------------

Investing Activities:
    Purchases of property and equipment - net                                              (26,565)         (22,724)        (21,715)
    Sales and maturities of marketable securities and investments                           22,132           84,078         118,686
    Purchases of marketable securities and investments                                     (36,984)         (85,176)       (135,792)
    Purchase of non-trading equity investment                                                  ---              ---         (10,000)
                                                                                 ---------------------------------------------------
       Net cash used in investing activities                                               (41,417)         (23,822)        (48,821)
                                                                                 ---------------------------------------------------

Financing Activities:
    Repayment of long term debt                                                                ---              ---          (3,500)
    Purchase of treasury stock                                                             (38,888)         (47,269)        (12,791)
    Proceeds from Employee Stock Purchase Plan                                                 110              133             131
    Proceeds from stock options exercised                                                    4,149              901           4,797
                                                                                 ---------------------------------------------------
      Net cash used in financing activities                                                (34,629)         (46,235)        (11,363)
                                                                                 ---------------------------------------------------

Net (decrease) increase in cash and cash equivalents                                       (14,514)          14,460           1,908
Cash and cash equivalents- beginning of period                                              17,492            3,032           1,124
                                                                                 ---------------------------------------------------
Cash and cash equivalents- end of period                                                    $2,978          $17,492          $3,032
                                                                                 ===================================================

Supplemental Disclosure of Cash Flow Information:
    Cash paid for income taxes                                                             $18,047          $16,730         $28,190
                                                                                 ===================================================
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>

<PAGE>

                      The Dress Barn, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                         Three Years Ended July 29, 2000


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Business

         The  Dress  Barn,  Inc.  (including  The  Dress  Barn,  Inc.  and  it's
wholly-owned  subsidiaries (the "Company"))  operates a chain of women's apparel
specialty stores. The stores, operating principally under the names "Dress Barn"
and "Dress Barn Woman",  offer  in-season,  moderate to better  quality  fashion
apparel.

         Principles of consolidation

         The  consolidated  financial  statements  include  the  accounts of the
Company  and  its   subsidiaries.   All  material   intercompany   balances  and
transactions  are  eliminated.  The Company  reports on a 52-53 week fiscal year
ending on the last  Saturday  in July.  The  fiscal  year  ended  July 31,  1999
consisted of 53 weeks; the other years presented consisted of 52 weeks.

         Merchandise inventories

         Merchandise  inventories  are  valued at the lower of cost or market as
determined by the retail method.

         Property and equipment

         Property  and   equipment   are  stated  at  cost.   Depreciation   and
amortization  are computed  using the  straight-line  method over the  estimated
useful lives of the related assets,  which range from 3 to 10 years.  For income
tax purposes, accelerated methods are generally used.

         Income taxes

         Deferred  income  taxes are  provided  using  the  asset and  liability
method,  whereby deferred income taxes result from temporary differences between
the tax basis of  assets  and  liabilities  and their  reported  amounts  in the
financial statements.

         Store preopening costs

         Expenses  associated  with the  opening of new  stores  are  charged to
expense as incurred.

         Cash and cash equivalents

         For purposes of the statement of cash flows, the Company  considers its
highly liquid investments with a maturity of three months or less when purchased
to be cash  equivalents.  These amounts are stated at cost,  which  approximates
market value.  The majority of the Company's  money market funds are  maintained
with one financial institution.


<PAGE>


         Marketable securities and investments

         The Company has categorized its marketable  securities as available for
sale,  stated at market  value.  The  unrealized  holding  gains and  losses are
included in shareholders' equity until realized.  The amortized cost is adjusted
for   amortization  of  premiums  and  discounts  to  maturity,   with  the  net
amortization included in interest income.

         Earnings per share (EPS)

         The  Company  calculates  EPS in  accordance  with  the  provisions  of
Statement of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  per
Share".  SFAS No. 128 requires dual presentation of basic EPS and diluted EPS on
the  face  of all  income  statements  for all  entities  with  complex  capital
structures.  Basic EPS is computed as net income divided by the weighted average
number of common  shares  outstanding  for the period.  Diluted EPS reflects the
potential  dilution that could occur from common shares  issuable  through stock
options, warrants and other convertible securities.

         Recent Accounting Pronouncements

         In Fiscal 1999,  the Company  adopted SFAS No. 131,  "Disclosure  About
Segments of an Enterprise and Related Information", which establishes annual and
interim reporting  standards for an enterprise's  operating segments and related
disclosures  about its  products,  services,  major  customers  and the material
countries in which the entity holds assets and reports revenues.  The Company is
a specialty  retailer  of women's  apparel  (in both  regular and large  sizes),
including shoes and accessories.  Given the similar economic  characteristics of
the Company's different store formats,  the similar nature of the products sold,
gross margins,  type of customer and method of  distribution,  the operations of
the Company are aggregated into one reportable segment.

         In Fiscal  1999,  the Company  also  adopted  SFAS No. 130,  "Reporting
Comprehensive  Income." This statement  requires  companies to classify items of
other  comprehensive  income by their  nature in the  financial  statements  and
display the accumulated  balance of other  comprehensive  income separately from
retained  earnings and  additional  paid-in-capital  in the equity  section of a
statement  of financial  position.  The adoption of SFAS No. 130 had no material
impact on total shareholders' equity. At present, the only two components of the
Company's  comprehensive  income are net earnings and  unrealized  holding gains
(losses) on marketable securities.

         Use of estimates

         The  preparation  of  the  financial   statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

         Valuation of long-lived assets

         The Company  periodically  reviews its long-lived  assets for potential
impairment,  where  events or  changes  in  circumstances  indicate  that  their
carrying  amount may not be  recoverable.  In that event,  a loss is  recognized
based on the amount the  carrying  amount  exceeds the fair market  value of the
long-lived asset.


<PAGE>

         Stock based compensation

         In  October   1995,   SFAS  No.  123,   "Accounting   for  Stock  Based
Compensation"  was issued.  SFAS No. 123  required  the Company  elect to either
adopt  a  fair  value  based  expense   recognition  method  of  accounting  for
stock-based  compensation plans or continue to use the intrinsic value method in
accordance with APB Opinion No. 25,  "Accounting for Stock Issued to Employees",
with pro forma  disclosure  of net income and  earnings per share as if the fair
value  based  method of  accounting  defined in SFAS 123 had been  applied.  The
Company  accounts for stock-based  awards to employees using the intrinsic value
method.  Compensation  expense,  if any, is measured as the excess of the market
price of the stock over the exercise price on the measurement date.


         Disclosure about fair value of financial instruments

         The fair value of financial instruments classified as current assets or
liabilities approximates their carrying amount due to the short-term maturity of
the instruments.

         Other assets, as of July 25, 1998,  included a $3 million  non-trading,
equity  investment,  which was net of a $7 million  write-off  in fiscal 1998 to
reflect its estimated net realizable value at that time. During fiscal 1999, the
investment was deemed worthless and the remaining value written off.



2.       MARKETABLE SECURITIES AND INVESTMENTS

<TABLE>
         The amortized  cost and estimated  fair value of marketable  securities
and investments consisted of the following:

<CAPTION>
                                                              July 29, 2000                     July 31, 1999
                                                              -------------                     -------------
(In 000's)                                              Estimated                          Estimated
                                                       Fair Value            Cost         Fair Value           Cost
<S>                                                    <C>               <C>             <C>              <C>
Money Market Funds                                         $5,553            $5,553          $13,869          $13,869
Short Term Investments                                     44,975            44,975           28,384           28,384
Other Investments                                             ---               ---            2,148            2,148
Tax Free Municipal Bonds                                  101,896           102,429           93,346           93,689
US Govt. Securities Fund                                    1,626             1,878            1,653            1,893
                                                        ---------         ---------        ---------        ---------
                                                         $154,050          $154,835         $139,400         $139,983
                                                        =========         =========        =========        =========
</TABLE>



<PAGE>


         The scheduled  maturities of marketable  securities and  investments at
July 29, 2000 are:

                                    Estimated
Due In                              Fair Value                Cost
-------------------                 -----------             --------
(in 000's)
One year or less                     $81,980                 $82,250
One year through five years           66,332                  66,757
Six years through ten years            1,453                   1,505
Over ten years                         4,285                   4,323
                                    --------                --------
                                    $154,050                $154,835
                                    ========                ========

         Unrealized  holding  gains  and  losses at July 29,  2000  netted to an
unrealized loss of approximately $0.8 million. Proceeds and gross realized gains
(losses) from the sale of  securities  in fiscal 2000,  1999 and 1998 were $22.1
million and ($0.1)  million,  $84.1 million and $1.2 million and $118.7  million
and ($0.1) million, respectively. For the purposes of determining gross realized
gains and losses, the cost of securities is based upon specific identification.



3.       EMPLOYEE BENEFIT PLANS

         In  August  1995,  the  Company  established  a  defined   contribution
retirement  savings plan  (401(k))  covering all eligible  employees.  This plan
succeeded  the  previous  discretionary  profit-sharing  plan,  with  all  prior
individual  account balances and vesting terms  transferred to the new plan. The
Company has also  established an Executive  Retirement Plan for certain officers
and key  executives  not  participating  in the 401(k)  plan.  Both plans  allow
participants  to defer a portion  of their  annual  compensation  and  receive a
matching  employer  contribution  on a portion of that  deferral.  During fiscal
2000, 1999 and 1998, the Company incurred expenses of $1,980,000, $1,493,000 and
$982,000,  respectively,  relating to the contributions to and administration of
the above plans.  The Company also has an Employee Stock  Purchase  Plan,  which
allows  employees  to purchase  shares of Company  stock  during each  quarterly
offering period at a 10% discount through weekly payroll deductions. The Company
does not provide any additional postretirement benefits.


4.       INCOME TAXES

         The components of the provision for income taxes were as follows:

                                                  Fiscal Year Ended
(In 000's)                           July 29,          July 31,         July 25,
                                        2000              1999             1998
                                     -------           -------          -------
Federal:
         Current                     $18,420           $21,800          $20,349
         Deferred                     (2,128)           (6,652)          (2,477)
                                     -------           -------          -------
                                      16,292            15,148           17,872
                                     -------           -------          -------
State:
         Current                       5,734             5,502            5,872
         Deferred                       (906)           (1,495)            (621)
                                     -------           -------          -------
                                       4,828             4,007            5,251
                                     -------           -------          -------

Provision for income taxes           $21,120           $19,155          $23,123
                                     =======           =======          =======


<PAGE>

         Significant  components  of the  Company's  deferred tax assets were as
follows:

                                                   July 29,         July 31,
(in 000's)                                            2000             1999
                                                    ------           ------
Deferred tax assets:
   Inventory capitalization for tax purposes        $3,130           $5,695
   Capital loss carryover                            2,775            2,574
   Employee benefits                                 1,973            1,564
   Other items                                       8,808            7,510
                                                    ------           ------
     Total deferred tax assets                      16,686           17,343
                                                    ------           ------
Deferred tax liabilities:
   Depreciation                                      3,961            4,125
   Other items                                       2,861            3,352
                                                    ------           ------
     Total deferred tax liabilities                  6,822            7,477
                                                    ------           ------

Net deferred tax assets                             $9,864           $9,866
                                                    ======           ======


         The net deferred tax assets were comprised of approximately  $1,880,000
in state deferred taxes and $7,984,000 in federal deferred taxes. Following is a
reconciliation of the statutory Federal income tax rate and the effective income
tax rate applicable to earnings before income taxes:

                                                  Fiscal Year Ended
                                    July 29,          July 31,         July 25,
                                       2000              1999             1998
                                     -------           -------          -------
Statutory tax rate                    35.0 %            35.0 %           35.0 %
State taxes - net of federal
  Benefit                              5.4 %             5.0 %            5.8 %
Other - net,
  primarily tax-free interest         (3.9)%            (3.5)%           (4.3)%
                                     -------           -------          -------

Effective tax rate                    36.5%             36.5%            36.5%
                                     =======           =======          =======

5.       COMMITMENTS

Lease commitments

         The  Company  leases  all of its stores  and its  distribution  center.
Certain leases  provide for additional  rents based on percentages of net sales,
charges for real estate taxes, insurance and other occupancy costs. Store leases
generally  have an  initial  term  ranging  from 5 to 15 years  with one or more
5-year  options to extend the lease.  Some of these leases have  provisions  for
rent escalations  during the initial term. The Company leases its 510,000 square
foot  office and  distribution  center in  Suffern,  New York.  The lease has an
initial term expiring in 2007 with three 5-year options to extend the lease.


<PAGE>

         A summary of occupancy costs follows:

                                                  Fiscal Year Ended
(In 000's)                           July 29,          July 31,         July 25,
                                        2000              1999             1998
                                     -------           -------          -------

Base rentals                         $74,450           $69,661          $62,880
Percentage rentals                       842                58              378
Other occupancy costs                 21,168            23,862           22,477
                                     -------           -------          -------

Total                                $96,460           $93,581          $85,735
                                     =======           =======          =======


         The   following  is  a  schedule  of  future   minimum   rentals  under
noncancellable operating leases as of July 29, 2000 (dollars in thousands):

             Fiscal Year                               Amount
            -------------                            --------
                2001                                 $ 69,937
                2002                                   61,582
                2003                                   48,401
                2004                                   37,173
                2005                                   27,870
         Subsequent years                              56,653
                                                     --------

         Total future minimum rentals                $301,616
                                                     ========

         Although  the  Company  has the  ability  to cancel  certain  leases if
specified  sales levels are not  achieved,  future  minimum  rentals  under such
leases have been included in the above table.

Leases with related parties

         The Company  leases four  stores  from its Chief  Executive  Officer or
related  trusts.  Future minimum  rentals under leases with such related parties
which  extend  beyond  July  29,  2000,  included  in the  above  schedule,  are
approximately  $379,000  annually and in the aggregate $1.3 million.  The leases
also contain  provisions for cost  escalations  and additional rent based on net
sales in excess of stipulated amounts.  Rent expense for fiscal years 2000, 1999
and 1998 under these leases  amounted to  approximately  $426,000,  $464,000 and
$438,000, respectively.

Lines of credit

         At July 29, 2000, the Company had unsecured  lines of credit with three
banks totaling $100 million with interest payable at rates below prime.  None of
the Company's  lines of credit contain any  significant  covenants or commitment
fees.  The  Company had no debt  outstanding  under any of the lines at July 29,
2000.  However,  approximately  $36  million  of  outstanding  letters of credit
reduced the credit lines available.

Legal proceedings

         The Company is involved in various routine legal  proceedings  incident
to the ordinary course of business. The Company believes that the outcome of all
pending and threatened legal proceedings will, on the whole, not have a material
adverse effect on its financial condition or results of operations.


6.       STOCK-BASED COMPENSATION PLANS

         At July 29, 2000, the Company had five stock-based  compensation plans.
The Company's  1983  Incentive  Stock Option Plan expired on April 4, 1993,  and
accordingly,  the  Company  can no longer  grant  options  under such plan.  The
Company's 1993 Incentive Stock Option Plan, which contains provisions similar to
the expired plan,  provides for the grant of options to purchase up to 1,250,000
shares of the Company's  common stock. The exercise price of the options granted
under both plans may not be less than the  market  price of the common  stock at
the date of grant.  All options  granted  under both plans vest over a five-year
period and generally  expire after ten years from the date of grant. At July 29,
2000, there were 746,850 shares under the 1993 plan available for future grant.

<PAGE>

         The  Company's  1987  Non-Qualified  Stock Option Plan,  which  expired
December  7, 1997,  provides  for the  granting  of options  to  purchase  up to
1,000,000  shares of common stock to key  employees.  The  Company's  1995 Stock
Option Plan  provides  for the  granting of either  incentive  or  non-qualified
options to purchase up to 2,000,000 shares of common stock. As of July 29, 2000,
there were 389,700  shares under the 1995 plan  available for future grant.  The
Company's  Employee Stock Purchase Plan allows  employees to purchase  shares of
the  Company's  common  stock  during each  quarterly  offering  period at a 10%
discount through weekly payroll deductions.

<TABLE>
         The following table summarizes the activities in all Stock Option Plans
and changes during each of the fiscal years presented:
<CAPTION>

                                                   July 29, 2000                   July 31, 1999                   July 25, 1998
                                                   -------------                   -------------                   -------------
                                                            Weighted                        Weighted                       Weighted
                                                             Average                        Average                        Average
                                                            Exercise                        Exercise                       Exercise
                                                Options       Price            Options        Price           Options        Price
                                      ----------------------------------------------------------------------------------------------
<S>                                         <C>              <C>           <C>                <C>          <C>               <C>
Options outstanding - beginning of
year                                          1,439,167        $10.37        1,275,435          $9.83        1,746,992        $8.09
Granted                                         884,743         14.05          319,250          11.64          167,750        19.99
Cancelled                                      (61,231)         12.63         (36,432)          11.89         (12,769)        10.65
Exercised                                     (442,036)          9.39        (119,086)           7.56        (626,538)         7.65
                                      ----------------------------------------------------------------------------------------------

Outstanding end of year                       1,820,643        $12.31        1,439,167         $10.37        1,275,435        $9.83
                                      ==============================================================================================

Options exercisable
at year-end                                     319,496        $11.37          448,523         $10.36          187,209       $10.51
                                      ----------------------------------------------------------------------------------------------

Weighted-average fair
value of options granted
during the year
                                                                $6.31                           $5.09                         $8.53
                                                        --------------                 ---------------                 -------------
</TABLE>


<TABLE>
         The  following  table  summarizes   information   about  stock  options
outstanding at July 29, 2000:


<CAPTION>
                                                                                                               Weighted
                                    Number                             Weighted Average       Number           Average
                              Outstanding as of    Weighted Average     Exercise Price    Exercisable as    Exercise Price
  Range of Exercise Prices         7/29/00          Remaining Life                          of 7/29/00
----------------------------------------------------------------------------------------------------------------------------

<S>                             <C>                <C>                    <C>              <C>                <C>
$5.00                              160,000            6.03 years             $5.00            40,000             $5.00
 8.25  -   9.15                    326,051            5.91 years             $8.72           122,584             $8.72
10.50  -  11.44                    319,592            7.29 years            $11.31            93,512            $11.15
14.06  -  15.63                    877,200            9.05 years            $14.08              ---               ---
19.50  -  22.63                    137,800            7.12 years            $20.41            63,400            $20.82
                              ----------------------------------------------------------------------------------------------

$5.00  - $22.63                   1,820,643           7.76 years            $12.31            319,496           $11.37
                              ==============================================================================================
</TABLE>

<PAGE>

         The  Company   records   compensation   expense  for  all   stock-based
compensation  plans using the method  prescribed by Accounting  Principles Board
Opinion No. 25, where compensation expense, if any, is measured as the excess of
the market price of the stock over the exercise price on the  measurement  date.
No compensation  expense is recognized for the Company's option grants that have
an  exercise  price  equal to the  market  price on the date of grant or for the
Company's Employee Stock Purchase Plan.

         Had  compensation  cost  for the  Company's  stock  option  plans  been
determined  based on the fair  value at the  option  grant  dates for  awards in
accordance  with the  accounting  provisions  of SFAS No. 123, the Company's net
earnings and  earnings  per share for fiscal  2000,  fiscal 1999 and fiscal 1998
would have been reduced to the pro forma amounts indicated below:

                                                  Fiscal Year Ended
                                     July 29,          July 31,         July 25,
                                        2000              1999             1998
                                     -------           -------          -------

Net earnings (in 000's):
         As reported                 $36,742           $33,324          $40,227
         Pro forma                   $35,082           $32,372          $39,530

Earnings per share - basic:
         As reported                   $1.94             $1.56            $1.75
         Pro forma                     $1.85             $1.52            $1.72

Earnings per share - diluted:
         As reported                   $1.89             $1.53            $1.70
         Pro forma                     $1.81             $1.49            $1.67


         The fair values of the options  granted under the Company's fixed stock
option  plans  were  estimated  on the date of  grant  using  the  Black-Scholes
option-pricing model with the following assumptions:

                                                  Fiscal Year Ended
                                     July 29,          July 31,         July 25,
                                        2000              1999             1998
                                     -------           -------          -------
Weighted average risk-free
      interest rate                    5.9%              5.8%              4.6%
Weighted average expected
      life (years)                     5.0               5.0               5.0
Expected volatility                   41.0%             40.9%             38.6%


These pro forma  adjustments  are not  indicative  of  future  period  pro forma
adjustments,  when the calculation  will apply to all applicable  stock options.
SFAS No.  123 does not apply to  awards  prior to fiscal  1996,  and  additional
awards in future years are anticipated.


<PAGE>



QUARTERLY RESULTS OF OPERATIONS (unaudited)
(in thousands except per share amounts)

                     Fourth             Third           Second             First
                    Quarter           Quarter          Quarter           Quarter

Fiscal Year ended July 29, 2000

Net Sales          $175,696          $162,992         $149,548          $167,938
Gross Profit,
  less occupancy
  and buying costs   67,351            58,114           52,296            58,934
Income Taxes          7,217             4,827            3,561             5,515
Net Earnings         12,555             8,398            6,193             9,596
Earnings Per Share(*)
       Basic          $0.70             $0.45            $0.32             $0.48
       Diluted        $0.68             $0.44            $0.31             $0.47


                     Fourth             Third           Second             First
                    Quarter           Quarter          Quarter           Quarter

Fiscal Year ended July 31, 1999

Net Sales          $166,692          $144,341         $146,170          $158,772
Gross Profit,
  less occupancy
  and buying costs   62,260            51,010           48,998            55,425
Income Taxes          6,585             3,718            3,579             5,273
Net Earnings         11,454             6,469            6,227             9,174
Earnings Per Share(*)
       Basic          $0.58             $0.32            $0.28             $0.40
       Diluted        $0.56             $0.31            $0.27             $0.39


(*) Earnings per share is computed independently for each period presented. As a
result, the total of the per share earnings for the four quarters does not equal
the annual earnings per share.


<PAGE>

                                 EXHIBIT 3(e)

             AMENDED AND RESTATED BY - LAWS OF THE DRESS BARN, INC.
                     (As Amended through October 12, 2000)



                                    ARTICLE I

                                     OFFICES

         SECTION 1. PRINCIPAL  OFFICE.  The principal  office of the Corporation
shall be at the address of the Corporation's registered agent for service.

         SECTION 2.  OTHER  OFFICES.  The  Corporation  may have other  offices,
either  within or without the State of  Connecticut,  at such place or places as
the Board of  Directors  may from time to time  select  or the  business  of the
Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         SECTION 1. ANNUAL  MEETINGS.  An annual meeting of shareholders for the
election of  directors  and for the  transaction  of such other  business as may
properly  come before the meeting  pursuant to this  Section 1, shall be held at
such date, time and place, either within or without the State of Connecticut, as
the Board of Directors shall determine each year.

         SECTION 2. SPECIAL  MEETINGS.  Special meetings of the shareholders for
any  purpose,  unless  otherwise  prescribed  by  statute,  may be called by the
Chairman of the Board or by the directors and may be held at any date,  time and
place,  within or without  the State of  Connecticut,  as shall be stated in the
notice of  meeting.  Upon the  written  request of the  holders of not less than
one-tenth of the voting power of all shares entitled to vote at the meeting, the
Chairman  of the  Board  shall  call a  special  shareholders'  meeting  for the
purposes specified in such request and cause notice thereof to be given.

         SECTION 3. NOTICE OF MEETINGS. Written notice of each annual or special
meeting of the  shareholders,  stating  the place,  date and time of the meeting
shall be given by or at the direction of the Chairman of the Board or Secretary,
not less than ten nor more than sixty days  before the date of the  meeting,  to
each shareholder  entitled to vote at such meeting, at his address as it appears
on the records of the  Corporation.  The general purpose or purposes for which a
special  meeting is called shall be stated in the notice  thereof,  and no other
business shall be transacted at the meeting.

                       As Amended through October 12, 2000

<PAGE>

         SECTION 4. VOTING.  Each shareholder  shall be entitled to one vote, in
person or by proxy, for each share of stock entitled to vote which is registered
in his name on the record  date for the  meeting.  No proxy shall be voted after
eleven  months  from its date unless such proxy  provides  for a longer  period.
Elections for directors  and all other  questions  shall be decided by plurality
vote except as otherwise required by the certificate of incorporation or by law.

         SECTION 5.  QUORUM.  The  holders  of a  majority  of the shares of the
corporation  entitled to vote,  present in person or proxy,  shall  constitute a
quorum at all meetings of the shareholders,  except as otherwise required by law
or by the Certificate of  Incorporation  or any amendment  thereto,  or by these
by-laws.  If a quorum shall not be present at any  meeting,  the Chairman of the
meeting or a majority of the holders of the stock of the Corporation entitled to
vote who are  present  at such  meeting,  in person or by proxy,  shall have the
power to adjourn the meeting to another  place,  date, or time,  without  notice
other  than  announcement  at  the  meeting;  provided,  however,  that  if  the
adjournment  is for more than thirty  days,  or if after the  adjournment  a new
record  date is fixed  for the  adjourned  meeting,  a notice  of the  adjourned
meeting  shall be given to each  shareholder  of record  entitled to vote at the
meeting.  At any adjourned  meeting any business may be  transacted  which might
have been transacted at the original meeting.

         SECTION 6. SHAREHOLDERS LIST. A complete list of shareholders  entitled
to vote at any meeting of shareholders,  arranged in alphabetical order for each
class of stock and showing the address of each such  shareholder  and the number
of shares  registered in his name,  shall be open to the examination of any such
shareholder,  for any proper purpose in the interest of the shareholders as such
or of the Corporation and not for speculative or trading purposes or any purpose
inimical  to the  interest of the  corporation  or of its  shareholders,  during
ordinary  business hours beginning two business days after notice of the meeting
is given and  continuing  through  the  meeting at the  principal  office of the
Corporation.  The  shareholders  list  shall  also be kept at the  place  of the
meeting  during the whole time thereof and shall be open to the  examination  of
any such shareholder who is present. This list shall presumptively determine the
identity of the  shareholders  entitled to vote at the meeting and the number of
shares held by each of them.


<PAGE>


         SECTION 7. BUSINESS  PROPERLY BROUGHT BEFORE A MEETING.  At any meeting
of the  shareholders,  only such business  shall be conducted as shall have been
properly  brought before such meeting.  To be properly brought before a meeting,
business  must be: (A)  specified  in the notice of meeting  (or any  supplement
thereto)  given by or at the direction of the Board of Directors,  (B) otherwise
properly  brought  before  the  meeting by or at the  direction  of the Board of
Directors,   or  (C)  otherwise   properly  brought  before  the  meeting  by  a
shareholder.  For  business  to  be  properly  brought  before  a  meeting  by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a shareholder's  notice must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation (a) in the case of an annual meeting of the  shareholders,  not less
than one hundred  twenty (120) calendar days in advance of the date specified in
the  Corporation's  proxy statement  released to shareholders in connection with
the previous year's annual meeting of shareholders;  provided,  however, that in
the event that no annual  meeting was held in the  previous  year or the date of
the annual  meeting has been changed by more than thirty (30) days from the date
contemplated at the time of the previous year's proxy  statement,  notice by the
shareholder  to be  timely  must be so  received  not  later  than the  close of
business on the later of one hundred  twenty (120)  calendar  days in advance of
such annual meeting or ten (10) calendar days following the date on which public
announcement  of the date of the meeting is first made; and (b) in the case of a
special meeting of the shareholders, not less than one hundred twenty (120) days
prior to the  special  meeting  at which such  business  will be  considered.  A
shareholder's  notice to the  Secretary  shall set forth as to each  matter  the
shareholder proposes to bring before the meeting: (i) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting,  (ii) the name and address,  as they appear on the
Corporation's books, of the shareholder proposing such business, (iii) the class
and  number of shares of the  Corporation  which are  beneficially  owned by the
shareholder, (iv) any material interest of the shareholder in such business, and
(v) any other  information  that is required  to be provided by the  shareholder
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "1934  Act"),  in his capacity as a proponent  to a  shareholder  proposal.
Notwithstanding the foregoing, in order to include information with respect to a
shareholder proposal in the proxy statement and form of proxy for a shareholders
meeting,  shareholders  must  provide  notice  as  required  by the  regulations
promulgated under the 1934 Act. Notwithstanding anything in these by-laws to the
contrary,  no business  shall be conducted at any meeting  except in  accordance
with the  procedures  set forth in this  Section 7. The  Chairman of the meeting
shall, if the facts warrant,  determine and declare at the meeting that business
was  not  properly  brought  before  the  meeting  and in  accordance  with  the
provisions  of this  Section  7, and,  if he should  so  determine,  he shall so
declare at the meeting that any such  business not properly  brought  before the
meeting shall not be transacted.



<PAGE>

                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. NUMBER AND TERM. The number of directors shall be five until
such  number is reduced or  increased  as  hereinafter  provided.  The number of
directorships  shall be not more than fifteen nor less than three, as fixed from
time to time by action of the  shareholders or the Board of Directors or, in the
absence thereof,  shall be the number of incumbent  directors after the election
at the preceding annual meeting of  shareholders.  Commencing at the 1986 annual
meeting of shareholders,  the directors of the Corporation shall be divided into
three  classes,  each  class as  nearly  equal in the  number  of  directors  as
possible.  The term of office of the directors elected to the first class, to be
designated as Class I, will expire at the 1987 annual  meeting of  shareholders.
The  term  of  office  of the  directors  elected  to the  second  class,  to be
designated as Class II, will expire at the 1988 annual meeting of  shareholders.
The term of office of the directors elected to the third class, to be designated
as Class III, will expire at the 1989 annual  meeting of  shareholders.  At each
annual   meeting  of   shareholders   following  the  1986  annual   meeting  of
shareholders,  directors  shall be elected to succeed the directors  whose terms
will then  expire and shall be elected  for a term of office that will expire at
the third succeeding  annual meeting of shareholders  after their election.  The
directors shall be elected to serve until the annual meeting of the shareholders
at which their term  expires and until their  respective  successors  shall have
been elected and qualified.

         SECTION 2. RESIGNATIONS. Any director, member of a committee or officer
may resign at any time.  Such  resignation  shall be made in writing,  and shall
take effect at the time specified therein,  and if no time be specified,  at the
time of its receipt by the Chairman of the Board or Secretary. The acceptance of
a  resignation  shall not be  necessary to make it  effective.  In the case of a
resignation  of a  director  to take  effect at a date  later  than the  receipt
thereof by the  Corporation,  appropriate  action to elect a  successor  to take
office when the  resignation  becomes  effective  may be taken at any time after
such  receipt in the same manner as though such  resignation  were  effective on
receipt.

         SECTION 3. VACANCIES. Any vacancies on the Board of Directors resulting
from death, resignation,  retirement,  disqualification,  removal from office or
other cause or from newly created  directorships arising from an increase in the
number  of  directors  shall  be  filled  by a  majority  vote of the  remaining
directors then in office,  and any directors so chosen shall hold office for the
remainder of the full term of the class of directors in which  vacancy  occurred
or in which the new  directorship  was  created.  No  decrease  in the number of
directors shall shorten the term of any incumbent director.

         SECTION 4.  REMOVAL.  Members of the Board of Directors  may be removed
from  office  only (1) for cause,  by the  remaining  Directors,  or (2) with or
without cause, by shareholder  action,  at a meeting of shareholders  called for
that  purpose,  by vote of at least 80 per cent of the shares of  capital  stock
then entitled to vote at an election of directors.

         SECTION 5.  POWERS.  The Board of Directors  shall  exercise all of the
powers of the  Corporation  except such as are by law, or by the  certificate of
incorporation   or  by  these  by-laws,   conferred  upon  or  reserved  to  the
shareholders.

         SECTION 6. MEETINGS.  Regular meetings of the Board of Directors may be
held without notice at such dates, times and places as shall be established from
time to time by the Board of  Directors  and  publicized  among  all  directors.
Special  meetings of the Board of Directors may be called by the Chairman of the
Board or by the Secretary on the request of any director on at least twenty-four
hours' written or oral notice of the date,  time and place thereof given to each
director. Unless otherwise indicated in the notice thereof, any and all business
may be transacted at a special meeting.

         Members of the Board of Directors,  or any committee  designated by the
Board of Directors,  may participate in a meeting of such Board or committee, by
means of a conference telephone or similar communications equipment that enables
all  persons  participating  in  the  meeting  to  hear  each  other,  and  such
participation in a meeting shall constitute presence in person at the meeting.


<PAGE>


         Action by a majority of the  directors  present at a meeting at which a
quorum is present shall constitute the act of the Board of Directors.

         SECTION 7.  QUORUM.  A majority of the number of  directorships  at the
time shall  constitute a quorum for the  transaction  of  business.  If a quorum
shall not be present at any  meeting of the Board of  Directors,  a majority  of
those present may adjourn the meeting to another  place,  date or time,  without
further notice (other than announcement at the meeting) or waiver thereof.

         SECTION 8.  COMPENSATION.  Directors may receive such  compensation for
their  services as directors  as the Board shall from time to time  determine by
resolution.

         SECTION 9. ACTION WITHOUT MEETING.  Any action required or permitted to
be taken at any meeting of the Board of Directors,  or of any committee thereof,
may be taken without a meeting,  if a written  consent  thereto is signed by all
members of the Board of Directors, or of such committee, as the case may be, and
such written  consent is filed with the minutes of  proceedings  of the Board of
Directors or such committee.

         SECTION  10.  COMMITTEES  OF THE  BOARD  OF  DIRECTORS.  The  Board  of
Directors,  by resolution adopted by the affirmative vote of directors holding a
majority of the  directorships  at a meeting at which a quorum is  present,  may
from  time to  time  designate  committees  of the  Board,  with  such  lawfully
delegable powers and duties as it thereby  confers,  to serve at the pleasure of
the Board and shall  elect two or more or  directors  to serve as the members of
those  committees,  designating,  if it desires,  other directors as alternative
members who may replace any absent or disqualified  member at any meeting of the
committee.

                                   ARTICLE IV

                                    OFFICERS

         SECTION  1.  GENERALLY.  The  officers  of the  Corporation  shall be a
President, one or more Vice-Presidents, a Treasurer, a Secretary and one or more
Assistant  Secretaries,  all of whom shall be elected by the Board of Directors.
In  addition,  the  Board of  Directors  may  elect a  Chairman  of the Board of
Directors.  Each officer  shall hold office  until his  successor is elected and
qualified or until his earlier  resignation  or removal.  The Board of Directors
may elect such other  officers  and agents as it may deem  advisable,  who shall
hold their  offices  for such terms and shall  exercise  such powers and perform
such duties as shall be determined  from time to time by the Board of Directors.
None of the officers of the Corporation  need be directors.  Two or more offices
may be held by the same person,  except the offices of President and  Secretary.
Any officer may be removed at any time,  with or without cause,  by the Board of
Directors.


<PAGE>


         SECTION 2.  CHAIRMAN OF THE BOARD.  The  Chairman of the Board shall be
the Chief Executive Officer of the Corporation. He shall preside at all meetings
of the shareholders and of the Board of Directors.  Subject to the provisions of
these by-laws and to the direction of the Board of Directors,  he shall have the
responsibility  for the  general  management  and  control  of the  affairs  and
business  of the  Corporation  and shall  perform all duties and have all powers
which are commonly  incident to the office of Chief  Executive  Officer or which
from time to time are delegated to him by the Board of  Directors.  The Chairman
of the Board  shall  have  power to sign,  in the name of the  corporation,  all
authorized stock certificates,  contracts,  documents, tax returns, instruments,
checks and bonds or other  obligations of the Corporation and shall have general
supervision  and  direction  of all of the  other  officers  and  agents  of the
Corporation.

         SECTION  3.  PRESIDENT.  The  President  shall be the  Chief  Operating
Officer of the  Corporation.  He shall have such powers and shall  perform  such
duties as shall from time to time be designated by the Board of Directors.

         SECTION 4. VICE-PRESIDENTS.  Each Vice-President shall have such powers
and shall  perform such duties as shall from time to time be  designated  by the
Board of Directors.

         SECTION 5.  TREASURER.  The  Treasurer  shall  have the  custody of the
corporate funds and securities, shall keep full and accurate account of receipts
and  disbursements  in books  belonging to the  Corporation  and shall have such
other  powers  and  perform  such  other  duties  as shall  from time to time be
designated by the Board of Directors.

         SECTION 6.  SECRETARY.  The Secretary shall give, or cause to be given,
notice of all meetings of  shareholders  and  directors,  and all other  notices
required  by law or by these  by-laws,  and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto  directed
by the Chairman of the Board, directors, or shareholders, upon whose requisition
the  meeting  is called as  provided  in the  by-laws.  He shall  record all the
proceedings of the meetings of the Corporation and of the directors in a book to
be kept for that purpose, and shall perform such other duties as may be assigned
to him by the directors or the Chairman of the Board.  He shall have the custody
of the seal of the  Corporation  and  shall  affix  the same to all  instruments
requiring it, when authorized by the directors or the Chairman of the Board, and
attest the same.

         SECTION 7. ASSISTANT  SECRETARIES.  Each Assistant Secretary shall have
such  powers  and  shall  perform  such  duties  as shall  from  time to time be
designated by the Board of Directors.

         SECTION 8.  ADDITIONAL  POWERS OF  OFFICERS.  In addition to the powers
specifically  provided in these by-laws,  each officer (including officers other
than those  referred to in these  by-laws)  shall have such other or  additional
authority  and perform  such duties as the Board of  Directors  may from time to
time determine.


<PAGE>


         SECTION 9. ACTION WITH  RESPECT TO  SECURITIES  OF OTHER  CORPORATIONS.
Unless otherwise  directed by the Board of Directors,  the Chairman of the Board
shall have the power to vote and otherwise act on behalf of the Corporation,  in
person or by proxy,  at any meeting of  shareholders  of or with  respect to any
action of  shareholders of any other  corporation in which this  Corporation may
hold  securities  and  otherwise to exercise any and all rights and powers which
this  Corporation  may possess by reason of its  ownership of securities in such
other corporation.

                                    ARTICLE V

                                      STOCK

         SECTION 1. CERTIFICATES OF STOCK.  Certificates of stock, signed by the
Chairman of the Board, President or a Vice-President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, shall be issued
to each  shareholder,  certifying  the  number  of  shares  owned  by him in the
Corporation.  Any of or all the signatures on the certificates may be facsimiles
if such  certificates  are signed by a transfer agent,  transfer clerk acting on
behalf of the Corporation or registrar.

         SECTION 2. LOST, STOLEN OR DESTROYED CERTIFICATES. A new certificate of
stock may be issued in the place of any  certificate  theretofore  issued by the
Corporation,  alleged to have been lost, stolen or destroyed,  and the directors
may, in their  discretion,  require the owner of the lost,  stolen or  destroyed
certificate,  or his legal  representative,  to give the  Corporation a bond, in
such sum as they may direct, to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss,  theft, or destruction of
any such certificate or the issuance of any such new certificate.

         SECTION 3.  TRANSFER OF SHARES.  Transfers  of stock shall be made only
upon the transfer books of the Corporation  kept at an office of the Corporation
or by  transfer  agents  designated  to  transfer  shares  of the  stock  of the
Corporation.  Upon  surrender  to the  Corporation  or its  transfer  agent of a
certificate  for shares  duly  indorsed  or  accompanied  by proper  evidence of
succession,  assignment or authority to transfer, the Corporation shall issue or
cause its  transfer  agent to issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

         SECTION 4. SHAREHOLDERS  RECORD DATE. In order that the Corporation may
determine  the  shareholders  entitled to notice of or to vote at any meeting of
shareholders  or any  adjournment  thereof,  or to express  consent to corporate
action in  writing  without a meeting,  or  entitled  to receive  payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful  action,  the Board of Directors may fix, in
advance,  a record date,  which shall not be more than seventy nor less than ten
days before the date of such  meeting,  nor more than  seventy days prior to any
other action. A determination of shareholders of record entitled to notice of or
to vote at a meeting  of  shareholders  shall  apply to any  adjournment  of the
meeting.



<PAGE>


                                   ARTICLE VI

                                  MISCELLANEOUS

         SECTION 1.  DIVIDENDS.  Subject to the provisions of the certificate of
incorporation,  the  Board of  Directors  may,  out of funds  legally  available
therefor, at any regular or special meeting,  declare dividends upon the capital
stock of the corporation as and when they deem expedient.

         SECTION 2. SEAL. The corporate seal shall be circular in form and shall
contain  the name of the  Corporation,  the year of its  creation  and the words
"CORPORATE  SEAL" and  "CONNECTICUT".  Said seal may be used by  causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

         SECTION 3. FISCAL  YEAR.  The fiscal year of the  Corporation  shall be
determined by the Board of Directors.

         SECTION 4. CHECKS.  All checks,  drafts or other orders for the payment
of money,  notes or other  evidences of  indebtedness  issued in the name of the
Corporation shall be signed by such officer or officers,  agent or agents of the
Corporation,  and in such manner as shall be determined from time to time by the
Board of Directors.

         SECTION 5. NOTICE AND WAIVER OF NOTICE.  Whenever any written notice is
required to be given, personal notice shall not be necessary unless expressly so
stated,  and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail,  first class mail (air-mail if to
an address  outside of the United  States),  postage  prepaid,  addressed to the
person  entitled  thereto at his  address  as it  appears on the  records of the
Corporation,  in which case such notice shall be deemed given on the day of such
mailing,  unless it is notice of a directors' meeting, in which case such notice
shall be deemed given five (5) days after the date of such  mailing.  Notice may
also be given  personally,  against  receipt,  or by telegram,  telex or similar
communication  and  notice so given  shall be  deemed  given  when so  delivered
personally or when delivered for transmission.

         Shareholders  not  entitled  to vote shall not be  entitled  to receive
notice of any meetings except as otherwise provided by statute.

         Whenever  any notice  whatsoever  is required or  permitted to be given
under the provisions of any law, or under the  provisions of the  certificate of
incorporation  or these  by-laws,  a waiver  thereof in  writing,  signed by the
person or persons entitled to such notice, whether before or after the time such
notice is required to be given, shall be deemed equivalent  thereto. A telegram,
telex or similar communication waiving any such notice sent by a person entitled
to notice  shall be deemed  equivalent  to a waiver  in  writing  signed by such
person. Neither the business nor the purpose of any meeting need be specified in
the waiver.


<PAGE>

                                   ARTICLE VII

                                   AMENDMENTS

         The Board of Directors shall have the power, without the assent or vote
of the shareholders, to adopt, amend or repeal the By-Laws of the Corporation by
the affirmative vote of directors holding a majority of the directorships. Those
shareholders  of the  Corporation  entitled to vote shall also have the power to
adopt, amend or repeal By-Laws of the Corporation  provided,  however,  that any
such action by the  shareholders  may be taken only at a meeting of shareholders
by the affirmative  vote of the holders of at least eighty (80%) per cent of the
shares of capital stock of the Corporation  entitled to vote thereon. Any By-Law
adopted by the shareholders may be amended or repealed by the Board of Directors
unless the By-Law or provision thereof  specifically states that it shall not be
amended or  repealed  by the Board of  Directors  in which  case such  By-Law or
provision shall only be amended or repealed by action by the shareholders  taken
at a meeting of shareholders  by the  affirmative  vote of the holders of eighty
(80%) per cent of the shares of capital  stock of the  Corporation  entitled  to
vote thereon.  Any notice of a meeting of shareholders of the Board of Directors
at which By-Laws are to be adopted,  amended or repealed shall include notice of
such proposed action.

<PAGE>


                                   EXHIBIT 22


                              THE DRESS BARN, INC.

                         SUBSIDIARIES OF THE REGISTRANT
                                (All 100% Owned)



                                               State of
  Subsidiary                                 Incorporation


D.B.R., Inc.                                    Delaware

The Dress Barn, Inc. of
New Hampshire, Inc. (**)                      New Hampshire

Raxton Corp. (**)                             Massachusetts

JRL Consulting Corp. (**)                      New Jersey

D.B.X. Inc.                                     New York





(**) Inactive Subsidiary


<PAGE>




                                   EXHIBIT 24


                          INDEPENDENT AUDITORS' CONSENT



Board of Directors and Shareholders
The Dress Barn, Inc.
Suffern, New York



We consent to the  incorporation  by reference in  Registration  Statement  Nos.
33-17488, 33-47415,  33-60196  and  333-18135 on Form S-8  of our report,  dated
September  13, 2000,  appearing in this Annual  Report on Form 10-K of The Dress
Barn, Inc. and Subsidiaries for the year ended July 29, 2000.








Deloitte & Touche LLP
Stamford, Connecticut
October 25, 2000