**EXHIBIT
      3.4**





As
      of
      September 18, 2008





AMENDED
      AND RESTATED BY – LAWS





OF





THE
      DRESS BARN, INC.





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.








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.


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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.





ARTICLE
      III





DIRECTORS





SECTION
      1. NUMBER AND TERM. The number of directors shall be seven until
      such number is reduced or increased as hereinafter provided. The number of
      directorships shall be not more than fifteen nor fewer 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. The directors of the
      Corporation shall be divided into three classes, each class as nearly equal
      in
      the number of directors as possible. At each 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.


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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 two days' 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.





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.


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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.


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SECTION
      2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all
      meetings of the shareholders and of 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, subject to the provisions of these by-laws
      and to the direction of the Board of Directors, 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 President or which from time to time are delegated to him by
      the
      Board of Directors.





SECTION
      4. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have such powers
      and shall perform such duties as shall from time to time be designated by the
      Board of Directors.





SECTION
      5. CHIEF OPERATING OFFICER. The Chief Operating Officer shall have such powers
      and shall perform such duties as shall from time to time be designated by the
      Board of Directors.





SECTION
      6. 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
      7. 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
      8. 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
      9. 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.


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SECTION
      10. 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.





SECTION
      11. 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; BOOK-ENTRY; DIRECT REGISTRATION PROGRAM. (a) Stock
      Certificates .
      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 or all of 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.





(b) Book-entry
      system for share ownership .
      Notwithstanding the foregoing, the Corporation may issue shares of stock in
      the
      form of uncertificated shares. Such uncertificated shares of stock shall be
      credited to a book entry account maintained by the Corporation (or its designee)
      on behalf of the shareholder.





(c) Direct
      Registration Program .
      Notwithstanding the foregoing, the shares of stock of the Corporation shall
      be
      eligible for a Direct Registration Program operated by a clearing agency
      registered under Section 17A of the Securities Exchange Act of 1934, as
      amended.





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.


7





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.





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.


8





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
      bylaws, 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.





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.


9