**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549


**FORM
      10-K/A-1**





ANNUAL
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934




For
                  the fiscal year ended **July
                  29, 2006**
              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.
                Employerincorporation
                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(b) of the Act:


Title
                of Each Class
            
            Name
                of each exchange on which
                registeredCommon
                  Stock, $0.05 par value
            
            The
                NASDAQ Stock Market LLC





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





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes
x
      No o





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15 (d) of the Act.


Yes
o
      No x.





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 o.





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. x.





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
      accelerated filer x  Accelerated
      filer o  Non-accelerated
      filer o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
oNo
x





The
      aggregate market value of the voting stock held by non-affiliates of the
      registrant as of January 28, 2006 was approximately $1 billion, based on the
      last reported sales price on the NASDAQ Global Select Market (formerly the
      NASDAQ National Market) on that date. As of October 10, 2006, 61,782,888 shares
      of voting common shares were outstanding. The registrant does not have any
      authorized or issued or outstanding non-voting common stock.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





Portions
      of the registrant's Proxy Statement for the Annual Meeting of Shareholders
      to be
      held on November 29, 2006 are incorporated into Parts I and III of the Form
      10-K.





**EXPLANATORY
      NOTE**





We
      are
      filing this Annual Report on Form 10-K/A to amend in its entirety Item 9A,
      “Controls and Procedures,” of our Annual Report on Form 10-K for the fiscal year
      ended July 29, 2006, filed with the Securities and Exchange Commission on
      October 12, 2006 and to file a new exhibit pursuant to Item 15(b), “List of
      Exhibits” thereof. Pursuant to Rule 12b-15 under the Securities Exchange Act of
      1934, this Annual Report on Form 10-K/A contains all of the disclosure required
      by Item 9A, including information previously disclosed in our Annual Report
      on
      Form 10-K for the fiscal year ended July 29, 2006, filed with the Securities
      and
      Exchange Commission on October 12, 2006. This Annual Report on Form 10-K/A
      does
      not amend any other Item of our Annual Report on Form 10-K for the fiscal year
      ended July 29, 2006, filed with the Securities and Exchange Commission on
      October 12, 2006.




**ITEM
      9A.** **CONTROLS
      AND PROCEDURES**




**(a)
      Evaluation of Disclosure Controls and Procedures**





We
      conducted an evaluation, under the supervision and with the participation of
      management, including the Chief Executive Officer and Chief Financial Officer,
      of the effectiveness of the design and operation of our disclosure controls
      and
      procedures (as such term is defined in Rules 13a−15(e) and 15d−15(e) under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of July 29,
      2006. There are inherent limitations to the effectiveness of any system of
      disclosure controls and procedures, including the possibility of human error
      and
      the circumvention or overriding of the controls and procedures. Accordingly,
      even effective disclosure controls and procedures can only provide reasonable
      assurance of achieving their control objectives. Our disclosure controls and
      procedures are designed to provide reasonable assurance of achieving their
      control objectives. Based on such evaluation, the Chief Executive Officer and
      Chief Financial Officer concluded that our disclosure controls and procedures
      were effective at the reasonable assurance level as of the end of the period
      covered by this report in alerting them on a timely basis to material
      information relating to us (including our consolidated subsidiaries) required
      to
      be included in our reports filed or submitted under the Exchange Act , and
      in
      ensuring that information required to be disclosed in the reports that we file
      or submit under the Exchange Act is accumulated and communicated to our
      management, including the Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.




**(b)
      Management’s Report of Internal Control over Financial
      Reporting**





M anagement
      is responsible for establishing and maintaining adequate internal control over
      financial reporting as defined in Rules 13a−15(f) and 15d−15(f) under the
      Exchange Act. Our internal control system over financial reporting is designed
      to provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles. Because of inherent limitations,
      internal control over financial reporting may not prevent or detect
      misstatements. Also, projections of any evaluation of effectiveness to future
      periods are subject to the risk that controls may become inadequate because
      of
      changes in conditions, or that the degree of compliance with the policies or
      procedures may deteriorate.





Management
      has assessed the effectiveness of our internal control over financial reporting
      as of July 29, 2006. In making this assessment, management used the criteria
      established in *Internal
      Control - Integrated Framework* issued
      by
      the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
      Based on the assessment and those criteria, management believes that we
      maintained effective internal control over financial reporting as of July 29,
      2006. Our independent registered public accounting firm has issued an
      attestation report on management’s assessment of our internal control over
      financial reporting. That report appears herein below.





**(c)
      Changes in Internal Controls Over Financial Reporting**





During
      the fourth quarter of Fiscal 2006, we completed the remediation of a material
      weakness identified as of July 30, 2005 in our internal control over financial
      reporting that related to the design and operation of certain of our controls
      with respect to the preparation and review of financial statements. The
      deficiencies identified resulted from inadequate resources in the financial
      reporting and income tax departments and lack of appropriate technical training
      of such resources in matters relating to the preparation of the financial
      statements and footnotes and the accounting for income taxes.  The
      steps we took in connection with the remediation included hiring additional
      personnel, engaging third-party tax, financial and financial systems
      consultants, improving quality control standards, and providing additional
      training and education to our financial reporting and accounting personnel.





As
      a
      result of the steps we have taken as of July 29, 2006, we have
      made changes to controls with respect to the process of preparing and
      reviewing our financial statements.





1





**(d)
      Report of Independent Registered Public Accounting Firm on Internal Control
      Over
      Financial Reporting**





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To
      the
      Board of Directors and Stockholders of


The
      Dress
      Barn, Inc.


Suffern,
      New York





We
      have
      audited management's assessment, included in the accompanying Management’s
      Report of Internal Control Over Financial Reporting, which is included in Item
      9A(b), that The Dress Barn, Inc. and subsidiaries (the “Company”) maintained
      effective internal control over financial reporting as of July 29, 2006 based
      on
      criteria established in Internal Control—Integrated Framework issued by the
      Committee of Sponsoring Organizations of the Treadway Commission. The Company's
      management is responsible for maintaining effective internal control over
      financial reporting and for its assessment of the effectiveness of internal
      control over financial reporting. Our responsibility is to express an opinion
      on
      management's assessment and an opinion on the effectiveness of the Company's
      internal control over financial reporting based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether effective
      internal control over financial reporting was maintained in all material
      respects. Our audit included obtaining an understanding of internal control
      over
      financial reporting, evaluating management's assessment, testing and evaluating
      the design and operating effectiveness of internal control, and performing
      such
      other procedures as we considered necessary in the circumstances. We believe
      that our audit provides a reasonable basis for our opinions.





A
      company's internal control over financial reporting is a process designed by,
      or
      under the supervision of, the company's principal executive and principal
      financial officers, or persons performing similar functions, and effected by
      the
      company's board of directors, management, and other personnel to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles. A company's internal control over
      financial reporting includes those policies and procedures that (1) pertain
      to
      the maintenance of records that, in reasonable detail, accurately and fairly
      reflect the transactions and dispositions of the assets of the company; (2)
      provide reasonable assurance that transactions are recorded as necessary to
      permit preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the company are
      being made only in accordance with authorizations of management and directors
      of
      the company; and (3) provide reasonable assurance regarding prevention or timely
      detection of unauthorized acquisition, use, or disposition of the company's
      assets that could have a material effect on the financial
      statements.





Because
      of the inherent limitations of internal control over financial reporting,
      including the possibility of collusion or improper management override of
      controls, material misstatements due to error or fraud may not be prevented
      or
      detected on a timely basis. Also, projections of any evaluation of the
      effectiveness of the internal control over financial reporting to future periods
      are subject to the risk that the controls may become inadequate because of
      changes in conditions, or that the degree of compliance with the policies or
      procedures may deteriorate.





In
      our
      opinion, management's assessment that the Company maintained effective internal
      control over financial reporting as of July 29, 2006, is fairly stated, in
      all
      material respects, based on the criteria established in Internal
      Control—Integrated Framework issued by the Committee of Sponsoring Organizations
      of the Treadway Commission. Also in our opinion, the Company maintained, in
      all
      material respects, effective internal control over financial reporting as of
      July 29, 2006, based on the criteria established in Internal Control—Integrated
      Framework issued by the Committee of Sponsoring Organizations of the Treadway
      Commission.





We
      have
      also audited, in accordance with the standards of the Public Company Accounting
      Oversight Board (United States), the consolidated financial statements of the
      Company as of and for the fiscal year ended July 29, 2006, and our report dated
      October 11, 2006 expressed an unqualified opinion on those consolidated
      financial statements and included an explanatory paragraph relating to the
      Company’s adoption of Statement
      of Financial Accounting Standards No. 123(R), Share-Based Payment, as of July
      31, 2005 .





/S/
      Deloitte & Touche LLP





New
      York,
      New York


October
      11, 2006




2








**ITEM
      15. (b) LIST OF EXHIBITS**





The
      following exhibits are filed as part of this Report or are all incorporated
      by
      reference (utilizing the same exhibit numbers) from the sources
      shown.


Exhibit
              
              
              
              Incorporated
                  ByNumber
              
              Description
              
              Reference
                  From3.1
              
              1983
                  Amended and Restated Certificate of Incorporation
              
              (1)3.2
              
              Amendments
                  to Amended and Restated Certificate of Incorporation
              
              (2)3.3
              
              Amendment
                  to Certificate of Incorporation, filed with the
                  Connecticut
              
              (3)Secretary
                  of State on December 19, 20053.4
              
              Amended
                  and Restated By-Laws (as amended through October 12, 2000)
              
              (4)4
              
              Specimen
                  Common Stock Certificate
              
              (1)10.1
              
              Purchase
                  and Sale Agreement, dated January 28, 2003,
              
              (5)Between
                  Rockland Warehouse Center Corporation, as seller,and
                  Dunnigan Realty, LLC, as buyer with respect to30
                  Dunnigan Drive, Suffern, NY10.2
              
              $34,000,000
                  mortgage loan from John Hancock Life Insurance
              
              (6)Company
                  to Dunnigan Realty, secured by mortgage on 30Dunnigan
                  Drive, Suffern, NY10.3
              
              Leases
                  of Company premises of which the lessor is Elliot S. Jaffeor
                  members of his family or related trusts:10.6.1
                  Danbury, CT store
              
              (1)10.6.2
                  Norwalk, CT**dressbarn**/**dressbarn**Woman store
              
              (7)10.4
              
              Amended
                  and Restated Lease between Dunnigan Realty, LLC, as
                  landlord,and
                  The Dress Barn, Inc., as tenant, dated June 24, 2003 for officeand
                  distribution space in Suffern, New York
              
              (6)10.5
              
              The
                  Dress Barn, Inc. 1993 Incentive Stock Option Plan
              
              (8)
                  *10.6
              
              The
                  Dress Barn, Inc. 1995 Stock Option Plan
              
              (9)
                  *10.7
              
              The
                  Dress Barn, Inc. 2001 Stock Incentive Plan (amended and
                  restated
              
              (10)
                  *effective
                  September 29, 200510.8
              
              Employment
                  Agreement with Elliot S. Jaffedated
                  May 2, 2002
              
              (11)
                  *10.9
              
              Amendment
                  dated July 10, 2006 to Employment Agreement dated
              
              (12)
                  *May
                  2, 2002 with Elliot S. Jaffe10.10
              
              Employment
                  Agreement dated May 2, 2002 with David R. Jaffe
              
              (11)
                  *10.11
              
              Employment
                  Agreement dated August 28, 2002 with Vivian Behrens
              
              (13)
                  *10.12
              
              Employment
                  Agreement dated July 26, 2005 with Gene Wexler
              
              (14)
                  *




3


Exhibit
              
              
              
              Incorporated
                  ByNumber
              
              Description
              
              Reference
                From10.13
              
              Supplemental
                  Retirement Benefit Agreement with Mrs. Roslyn Jaffedated
                  August 29, 2006
              
              (15)
                  *10.14
              
              Consulting
                  Agreement dated July 18, 2006 with Burt Steinberg RetailConsulting
                  Ltd.
              
              (16)
                  *10.15
              
              The
                  Dress Barn Inc. 2.5% Convertible Senior Notes due 2024
              
              (17)10.16
              
              Credit
                  Agreement dated as of December 21, 2005
              
              (18)10.17
              
              Purchase
                  Agreement dated November 16, 2004Among
                  The Dress Barn, Inc., Maurices Incorporated andAmerican
                  Retail Group, Inc.
              
              (19)14
              
              Code
                  of Ethics for the Chief Executive Officer and Senior Financial
                  Officers
              
              (6)21
              
              Subsidiaries
                  of the Registrant
              
              (20)23
              
              Consent
                  of Independent Registered Public Accounting Firm
              
              (20)23.1
              
              Consent
                  of Independent Registered Public Accounting Firm31.1
              
              Section
                  302 Certification of President and Chief Executive Officer
              
              (20)31.2
              
              Section
                  302 Certification of Chief Financial Officer
              
              (20)32.1
              
              Section
                  906 Certification of President and Chief Executive Officer
              
              (20)32.2
              
              Section
                  906 Certification of Chief Financial Officer
              
              (20)


4





References
      as follows:








(1)
            The
                Company's Registration Statement on Form S-1 under the Securities
                Actof
                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
                30,
                1988.


(3)
            The
                Company’s Registration Statement on Form S-8 under the Securities Act
                of
                1933 (Registration No.
                333-136061).


(4)
            The
                Company’s Annual Report on Form 10-K for the fiscal year ended July 29,
                2000.


(5)
            The
                Company’s Quarterly Report on Form 10-Q for the quarter ended January 25,
                2003.


(6)
            The
                Company’s Annual Report on Form 10-K for the fiscal year ended July 26,
                2003.


(7)
            The
                Company’s Annual Report on Form 10-K for the fiscal year ended July 25,
                1992.


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


(9)
            The
                Company's Annual Report on Form 10-K for the fiscal year ended July
                27,
                1996.


(10)
            The
                Company's Proxy Statement dated October 31, 2005, filed October 31,
                2005.


(11)
            The
                Company's Annual Report on Form 10-K for the fiscal year ended July
                27,
                2002.


(12)
            The
                Company’s Report on Form 8-K filed July 13,
                2006.


(13)
            The
                Company's Quarterly Report on Form 10-Q for the quarter ended October
                26,
                2002.


(14)
            The
                Company’s Annual Report on Form 10-K for the fiscal year ended July 30,
                2005.


(15)
            The
                Company’s Report on Form 8-K filed August 30,
                2006.


(16)
            The
                Company’s Report on Form 8-K filed July 19,
                2006.


(17)
            The
                Company's Registration Statement on Form S-1 under the Securities
                Act of
                1933 (Registration No. 333-124512) filed on May 02, 2005.


(18)
            The
                Company’s Report on Form 8-K filed December 23,
                2005.


(19)
            The
                Company’s Report on Form 8-K filed November 17,
                2004.


(20)
            The
                Company’s Annual Report on Form 10-K for the fiscal year ended July 29,
                2006




*
      Each of
      these exhibits constitute a management contract, compensatory plan or
      arrangement required to be filed as an exhibit pursuant to Item 15 (b) of this
      report.




**ITEM
      15. (c) EXHIBITS**





All
      exhibits filed or incorporated by reference as shown in Item
      15(b).


5




**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 on November 27, 2006.


The
              Dress Barn,
              Inc.By:
            /s/
              DAVID R. JAFFEDavid
                R. Jaffe
              President
                and Chief Executive Officer




6