SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

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

                     For the fiscal year ended July 27,1996

                                       OR

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

Commission file number 0-11736

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

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

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

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

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

Securities registered pursuant to       Common Stock - par value $.05 per share
      Section 12(g) of the Act:                     (Title of Class)

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

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

                              Page 1 of Cover Page

As of October 18, 1996, 22,634,083 shares of common shares were outstanding. The
aggregate  market value of the common  shares  (based upon the closing  price on
October 17, 1996 on the NASDAQ) of The Dress Barn,  Inc. held by  non-affiliates
was  approximately  $80,965,000.  For  the  purposes  of such  calculation,  all
outstanding  shares of Common Stock have been considered held by non-affiliates,
other than the 6,890,610 shares  beneficially owned by Directors and Officers of
the registrant.  In making such  calculation,  the registrant does not determine
the affiliate or non-affiliate status of any shares for any other purpose.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the  registrant's  Proxy  Statement  for the Annual  Meeting of
Shareholders to be held on December 16, 1996 are  incorporated  into Parts I and
III of this Form 10-K.



                             Page 2 of Cover Page


<PAGE>


                                   PART I

ITEM  1.  BUSINESS

General

        As of July  27,  1996,  The  Dress  Barn,  Inc.  (the  "Company",  which
includes, unless otherwise noted, its subsidiaries and predecessor),  operated a
national chain of 726 women's value priced  specialty  apparel  stores  offering
career fashion to the working woman.  The Company  utilizes three  merchandising
formats : Dress Barn  ("DB"),  Dress Barn Woman  ("DBW") and DB/DBW  Combination
stores  ("Combos").  Dress Barn stores operate  primarily under the names "Dress
Barn" and "Westport  Ltd.".  DBW stores mostly  operate as "Dress Barn Woman" or
"Westport  Woman". As of July 27, 1996, there were 492 Dress Barn stores, 97 DBW
stores and 137 Combos.

        The Company's  merchandise  strategy is to offer in-season,  moderate to
better price women's apparel  emphasizing  fashion and quality  merchandise at a
substantial   discount  from  department  store  prices.  The  Company's  target
customers  are price  conscious  and fashion  minded  working women in middle to
upper income brackets and predominantly in the 24-50 year age range.

        The DB format stores carry Junior and Misses sizes, while the DBW stores
feature larger sizes of styles  similar to those found in the DB stores.  The DB
stores  average  4,500 square feet,  with the DBW stores  averaging  about 4,000
square  feet.  The Combo  locations,  with an average size of 9,000 square feet,
carry both DB and DBW merchandise.  The Company's Combo units have many cost and
merchandising  efficiencies.  The Company has  accelerated  the expansion of its
Combo concept by opening new Combo  locations and expanding  existing DB and DBW
locations and converting them to the Combo format.

        The Company  has been in business  since  1962.  The  Company's  current
strategy is to open Combo  stores,  convert  existing  single format stores into
Combos,  while aggressively  closing  underperforming  locations.  During fiscal
1996,  the  Company  opened 45 stores  and closed 72 stores.  The  Company  also
converted 37 DB single format and 13 DBW single format stores to Combos.

        In fiscal 1997, approximately 60 new stores are planned, of which almost
all are planned as Combo  stores.  The Company also expects to convert 30 single
format DB and DBW stores to Combos and close  approximately  60  underperforming
locations.  Through  October 1, 1996, the Company has opened 8 Combos,  closed 9
single format stores and converted 10 single format stores to Combos for a total
of 729 stores in operation.


<PAGE>


Merchandising and Marketing

        The  Company's  stores offer  first-quality  current  merchandise,  with
approximately  half of the Company's sales volume derived from  sportswear,  and
the remainder consisting of dresses, suits, blazers and accessories.  DB and DBW
are organized as separate divisions, each with a separate merchandising staff to
focus on its individual  merchandise styles.  Combos have merchandise  offerings
from both the DB and DBW merchandising divisions.

        In  addition  to  domestically  purchased  brand name  merchandise,  the
Company's stores also offer private label merchandise.  This merchandise,  which
is also first quality,  is typically  manufactured under contract to the Company
either  domestically or abroad.  The Company's strategy is to gradually increase
the ratio of private label merchandise it offers, as quality,  price and fashion
become more  important to its target  customers  than brand names.  Such private
label  merchandise  is typically  both less  expensive for the customer and more
profitable  for the Company,  and  promotes  the unique  "fashion at a fraction"
image that the Company seeks to convey to its target customers.  In Spring 1997,
the Company plans to offer specially styled  merchandise  under the "Dress Barn"
label,  taking  greater  advantage of the 35 year old company logo, now known to
customers in 43 states.

        In fiscal 1996, the Company  introduced two new  departments:  shoes and
petites,  primarily in its larger Combo  locations.  Both tests  exceeded  their
initial plans and are being expanded to additional stores.  Currently, 45 stores
have shoe departments and 12 stores feature petite sizes. The Company expects to
add another 30 shoe departments and 5 petite departments in the Spring of 1997.

        Virtually all merchandising decisions affecting the Company's stores are
made  centrally.  Pricing 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
growing 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 to  expedite
selling.

        The Company's stores provide a high degree of customer service including
personal  sales  assistance by Company  employees and an attended  dressing room
area with  individual  dressing  rooms.  The  Company's  stores are designed and
maintained  to  project  an  attractive,   quality  image.   Exteriors  carry  a
distinctive logo for ease of identification.  Interiors feature department store
type  fixtures  and  carpeting  and premium  quality  lighting.  Merchandise  is
attractively  displayed and arranged by department  such as sportswear,  dresses
and suits.

        The Company  uses  mainly  print  advertising  that  emphasizes  current
fashion  apparel at discount  prices.  The Company  continues to experiment with
television and radio advertising in selected  markets.  The Company's Dress Barn
credit card program, in its third year, continues to add cardholders,  with over
800,000 as of September 1996. The average transaction on the card is 50% greater
than other  transactions.  The Company believes this increase is incremental and
is  developing  programs to further  encourage  card  usage.  In addition to the
convenience the card provides the Company's customers, it serves as a vehicle to
communicate with them on a regular basis.


<PAGE>


Store Locations

        As of July 27, 1996 the Company  was  operating  726 stores in 43 states
and the District of Columbia,  primarily  in suburban  strip  centers and outlet
malls and strip  centers.  The Company's  outlet stores are more  productive and
profitable  than the  average  strip  center  store,  and  cost  less to own and
operate.  Nearly all of the  Company's  stores  occupy  between  3,500 and 5,000
square feet of selling space,  except the Combos which typically  occupy between
7,500 and 10,000 square feet.

        The table on the following page indicates the states in which the stores
operating on July 27, 1996 were located:


<PAGE>



Stores Open At July 27, 1996:

 Location                                        DB        DBW      Combos
 --------                                      -------   -------    ------
Alabama ................................          4          1          4
Arizona ................................         10          1          2
Arkansas ...............................          1         --          2
California .............................         29          6          7
Colorado ...............................          6          1          1
Connecticut ............................         18          2         10
District of Columbia ...................         --         --          1
Delaware ...............................          4          1          1
Florida ................................         17          2          6
Georgia ................................         19          3          5
Idaho ..................................          2          1          1
Illinois ...............................         22          1          7
Indiana ................................         12          1          1
Kansas .................................          3          1          1
Kentucky ...............................          3          2          2
Louisiana ..............................          2         --          1
Maine ..................................          3          1         --
Maryland ...............................         13          2          5
Massachusetts ..........................         30          4          6
Michigan ...............................         22          3          6
Minnesota ..............................          1         --          2
Mississippi ............................          1         --          2
Missouri ...............................          7          2          5
Nebraska ...............................          2         --         --
Nevada .................................          3          1          2
New Hampshire ..........................          5          1          1
New Jersey .............................         38         13          6
New Mexico .............................         --         --          1
New York ...............................         48          9         10
North Carolina .........................         24          8          3
Ohio ...................................         16          2          3
Oklahoma ...............................          2         --         --
Oregon .................................          3          2         --
Pennsylvania ...........................         39         10         10
Rhode Island ...........................          1         --         --
South Carolina .........................         16          1          1
Tennessee ..............................         10          3          4
Texas ..................................         19          3          6
Utah ...................................          3          2          1
Vermont ................................          2         --         --
Virginia ...............................         28          6          3
Washington .............................          3          1          3
West Virginia ..........................         --         --          1
Wisconsin ..............................          1         --          4

                                                ---        ---        ---
Total ..................................        492         97        137
                                                ===        ===        ===

<PAGE>





The following table indicates the type of shopping  facility in which the stores
are located:

                                                        Dress Barn
                                           Dress Barn      Woman      Combo
Type of Facility                               Stores     Stores     Stores
                                               ------     ------     ------

Strip Shopping Centers ...................        294         44         39
Outlet Malls and Outlet Strip Centers ....        129         46         79
Free Standing, Downtown and Enclosed Malls         69          7         19
                                                  ---        ---        ---
Total ....................................        492         97        137
                                                  ===        ===        ===


        During the fiscal year ended July 27, 1996,  no store  accounted  for as
much as 1% of the Company's total sales.

Buying and Distribution

        The Company utilizes a buying  organization that parallels those used by
most large specialty store chains.  Buying is conducted on a departmental  basis
for  each of the DB and DBW  divisions  by the  Company's  staff of  buyers  and
assistant buyers supervised by the President and six Merchandise  Managers.  The
Company also utilizes the services of independent buying  representatives in New
York and overseas.

        The Company obtains its domestic merchandise from approximately  350-450
vendors and its private label  merchandise  from  approximately  30 overseas and
domestic  vendors.  The  Company  has in the past  always  been able to purchase
sufficient quantities of first-quality 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.  No vendor
accounted for as much as 5% of the Company's  purchases in the fiscal year ended
July 27, 1996.

        All  merchandise  is  received  from  vendors at the  Company's  central
warehouse  and  distribution  facilities  in  Suffern,  New  York,  where  it is
inspected,  ticketed and shipped to its stores. 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.

        The Company generally does not warehouse merchandise, but distributes it
promptly  to stores,  shipments  being made at least twice a week to each store.
Turnaround  time  between  receipt from the vendor and shipment to the stores is
usually  three days or less.  Because  of such  frequent  shipments,  the stores
themselves 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 until the following year.

Store Operations and Management

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

        Approximately  42% of the  Company's  sales are for cash and checks with
the remainder credit card sales.  The Company's stores accept Visa,  MasterCard,
American  Express and  Discover  credit  cards.  In February  1994,  the Company
introduced  its own Dress  Barn  private-label  credit  card.  As with the other
credit cards,  the Company assumes no credit risk with respect to its Dress Barn
card but pays a  percentage  of sales as a service  charge.  The  Company  has a
chain-wide  policy of cash refunds within 14 days of purchase upon  presentation
of a register  receipt;  additionally the customer has the option of receiving a
credit redeemable at a later date.

        Each store has a manager who reports to a District Sales Manager, who is
in charge of between 8 and 10 stores.  District Sales Managers  generally  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. District Sales Managers report to
one of 11 Regional Sales Managers,  who are each responsible for approximately 9
District Sales Managers.

        Each store has an attended  dressing  room area and  generally  one cash
register, which is constantly attended. These practices serve a security as well
as a service function.  The Company utilizes article  surveillance  security tag
systems where they are cost justified. The Company's inventory shrinkage rate is
within industry norms.

Management Information Systems

        The Company's management  information systems are currently undergoing a
transformation at both the store and distribution  center levels. The Company is
converting  from  a  processor  using  custom-written  software  to a  processor
utilizing  off-the-shelf  software  on a  client-server  platform.  The  Company
believes  that the new  technologies  should  result in reduced  costs,  greater
capabilities, improved efficiencies, and less training time.

        The Company has developed and continues to improve its fully integrated,
on-line merchandise  information system that can accommodate  substantial growth
in the number of stores. The 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 the various  styles,  management  reviews
online sales and  inventory  levels,  organized by  department,  class,  vendor,
style,  color and store. Thus, the sales performance of every style and color of
merchandise in every store is monitored centrally online.

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  the  following  trademarks  are  materially
important to its business:

        Trademark                                      Registration Date
        ---------                                      -----------------
        Dress Barn                                         March 5, 1985
        Westport, Ltd.                                   August 20, 1985
        Atrium                                            March 16, 1993
        Princeton Club                                    April 30, 1985
        Lise J.                                        February 15, 1984
        Lee David Ltd.                                       May 7, 1985

Employees

         As of July 27, 1996, the Company had  approximately  7,000 employees of
whom approximately  4,000 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.

Competition

         The women's retail apparel business continues to be highly competitive.
The Company's stores compete with discount  stores,  off-price  stores,  women's
apparel  specialty stores and department  stores.  Some of the stores with which
the Company  competes are units of large  national or regional  chains that have
greater financial and other resources than the Company.  Dress Barn accounts for
a small fraction of the total market for women's apparel.

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 than during the other three fiscal  quarters.  This decline reflects the
intense  promotional  atmosphere  that has  accompanied  the Christmas  shopping
season in recent  years.  The  Company  does not expect  this trend to change in
fiscal 1997 and anticipates earnings for its second quarter of fiscal 1997 to be
significantly less than the other three quarters.


<PAGE>



Forward-Looking Statements and Factors Affecting Future Performance

         This Annual Report on Form 10-K  contains  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.

         The woman's  retail apparel  industry in which the Company  operates is
subject to rapid  change and is highly  competitive.  It currently is plagued by
overcapacity. The industry is subject to changes in the retail environment which
may be  affected  by overall  economic  conditions,  woman's  apparel  fashions,
demographics,  macroeconomic  factors  that may affect the level of spending for
the  types  of  merchandise  sold by the  Company  and  other  factors.  Apparel
retailers  have also  experienced  continuing  price  deflation  during the last
several  years.  The  Company's  sales and  results  of  operations  may also be
affected by unusual weather patterns, the prevalence of discounting,  close-outs
and  going-out-of-business  sales  and  other  promotional  activities  by other
women's apparel  retailers,  among other factors.  The level of occupancy costs,
merchandise, labor and other costs will affect future results of operations. The
Company's long term continued  success also will depend upon its ability to open
and operate new stores on a profitable basis.

         The  Company's  strategy in what it  believes to be a difficult  retail
environment is a commitment to being leaner and more productive.  The Company is
planning to continue  to close or  relocate  underperforming  stores and replace
them with larger and more  productive  Combo  locations 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

         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 on the following page,  covering all stores operated
by the Company on July 27, 1996,  indicates the number of leases expiring during
the period  indicated and the number of expiring leases with and without renewal
options:


<PAGE>


                                     Number of    Number with   Number Without
Fiscal Years                   Leases Expiring  Renewal Options Renewal Options
                               ---------------  --------------- ---------------
1997 ........................             127           97              30
1998 ........................             120          104              16
1999 ........................             138          114              24
2000 ........................             146          135              11
2001-2003 ....................            128          102              26
2004 and thereafter ..........             67           42              25
                                          ---          ---             ---
Total ........................            726          594             132
                                          ===          ===             === 

         New store leases  generally  provide for a base rent of between $14 and
$18 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 27, 1996,  and  excluding  locations  acquired  after July 27,
1996, for fiscal 1997 are approximately $47 million. In addition, the Company is
also  responsible  under its store leases for its pro rata share of  maintenance
expenses and common charges in mall and strip locations.

         A  substantial  number of store  leases  give the Company the option to
terminate the lease if certain  specified  sales  volumes are not  achieved.  In
addition,  a number of these  leases also  provide for such  termination  at the
option of the landlord.  Usually these  provisions are operative only during the
first few years of the lease.

         The Company leases its executive offices and distribution facilities at
30 Dunnigan  Drive in Suffern,  New York.  This lease expires on April 30, 2007,
with three 5 year options to extend the lease.  Management  believes the Suffern
facility  is more than  adequate  to meet its  current  needs  and any  moderate
increase in the Company's store base due to acquisition or expansion.

ITEM  3.  LEGAL PROCEEDINGS

         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>



                                     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.

         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.

                                         Fiscal 1996            Fiscal 1995
                                          Bid Prices             Bid Prices
                                      High         Low        High         Low
Fiscal Period                       ------      -------     ------      ------

First Quarter ................      $10.63       $9.50      $11.13       $8.63
Second Quarter ...............       10.13        8.75       11.13        9.25
Third Quarter ................       11.75        9.00       10.50        9.25
Fourth Quarter ...............       12.25        9.25       10.63        8.75

Number of Record Holders

         The  number of  record  holders  of the  Company's  common  stock as of
October 15, 1996 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>





                         ITEM 6- SELECTED FINANCIAL DATA

                                         Fiscal Year Ended
          ---------------------------------------------------------------------
                    July 27,     July 29,     July 30,     July 31,     July 25,
                        1996         1995         1994      1993(*)         1992
          ---------------------------------------------------------------------
Statement of earnings data:

Net sales ..... $515,522,451 $500,836,364 $457,324,621 $419,585,581 $363,089,914

Cost of sales, 
including
occupancy and 
buying costs     337,998,321. 327,165,606  301,153,755  274,433,316  238,061,208
      

Gross profit ..  177,524,130  173,670,758  156,170,866  145,152,265  125,028,706


Selling, general 
and administrative
expenses         132,175,827  133,253,149  120,130,587  108,565,208   95,349,636

Depreciation &
amortization      15,828,346   14,063,455   12,126,781    9,177,014    7,689,825

Write-down of 
underperforming and 
closed store
assets             2,848,000         --           --           --           --


Operating income  26,671,957   26,354,154   23,913,499   27,410,043   21,989,246


Interest income    3,343,202    2,670,331    1,726,717    2,338,217    3,002,872

Earnings before
income taxes ..   30,015,159   29,024,485   25,640,216   29,748,260   24,992,118

Income taxes ..   11,106,000   10,739,000    9,487,000   10,709,000    8,798,000

Net earnings .. $ 18,909,159 $ 18,285,485 $ 16,153,216 $ 19,039,260 $ 16,194,118

Earnings per 
share           $       0.84 $       0.82 $       0.73 $       0.86 $       0.74

Weighted average
shares 
outstanding       22,413,267   22,266,091   22,177,063   22,019,742   21,805,478


Balance sheet data:
Working capital $122,729,756 $103,309,912 $ 89,050,887 $ 83,476,171 $ 73,477,379
Total assets .. $265,722,687 $243,521,055 $217,862,655 $202,385,657 $173,360,191
Long-term debt  $  3,500,000 $  3,500,000         --           --           --
Shareholders'
equity          $199,095,904 $178,937,938 $159,197,953 $142,002,672 $120,339,195

Percent of net sales:

Cost of sales, 
including occupancy and 
buying costs            65.6%       65.3%        65.9%        65.4%        65.6%
Gross profit            34.4%       34.7%        34.1%        34.6%        34.4%
Selling, general and
administrative expenses 25.6%       26.6%        26.3%        25.9%        26.3%
Operating income         5.2%        5.3%         5.2%         6.5%         6.1%
Net earnings             3.7%        3.7%         3.5%         4.5%         4.5%

Certain  reclassifications  have been made to prior  years' data to conform with
the current year's presentation

(*) Consists of 53 weeks. All other fiscal years presented consist of 52 weeks.


<PAGE>



ITEM 7

              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                   CONDITION AND RESULTS OF OPERATIONS

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 27,   July 29,    July 30,
                                              1996       1995        1994
                                            --------   --------   --------

Net sales ............................       100.0%     100.0%     100.0%
Cost of sales, including
  occupancy and buying costs .........        65.6%      65.3%      65.9%
Selling, general and
  administrative expenses ............        25.6%      26.6%      26.3%
Depreciation and amortization ........         3.1%       2.8%       2.6%
Writedown of underperforming and
  closed store assets (see footnote 8)         0.6%        --          --
Interest income ......................         0.6%       0.5%       0.4%
Income before income taxes ...........         5.8%       5.8%       5.6%
Net income ...........................         3.7%       3.7%       3.5%


Fiscal 1996 Compared to Fiscal 1995

     Net sales  increased by 2.9% to $515.5 million in fiscal 1996,  from $500.8
million in fiscal 1995. Same-store sales decreased 3.5% from the prior year. The
Company operated 726 stores at July 27, 1996, compared to 766 stores operated at
July 29, 1995.

     The increase in net sales in the current year  resulted  from the Company's
store  development  activity.  Although  the Company  closed 72 stores in fiscal
1996,  the Company  increased its selling  square  footage  approximately  1% by
opening 45 new stores and converting 50 single-format  stores into combo stores.
The Company's  strategy for fiscal 1997 is to continue  opening  primarily combo
stores and  converting  its existing  single-format  stores into  combos,  while
aggressively closing its underperforming  locations.  The decrease in same-store
sales in fiscal 1996 resulted primarily from competitive pressures, unseasonable
weather and a general price deflation in the women's apparel retail sector.

<PAGE>



     Gross Profit (net sales less cost of sales,  including occupancy and buying
costs) was $177.5 million,  or 34.4% of net sales,  in fiscal 1996,  compared to
$173.7  million,  or 34.7% of net sales,  in fiscal 1995.  The decrease in gross
profit as a percentage of sales resulted  primarily  from  spreading  relatively
fixed occupancy and buying costs over decreased comparable store sales.

     Selling,  general  and  administrative  expenses  (SG&A),  expressed  as  a
percentage of net sales,  decreased  1.0% in fiscal 1996 versus fiscal 1995. The
expense economies of converting stores to the larger  combination  format and an
enhanced company-wide focus on cost controls contributed to this decrease. These
factors  more than  offset the effect of lower  comparable  store sales on these
relatively fixed expenses.

     Depreciation  expense was $15.8  million in fiscal 1996,  compared to $14.0
million in fiscal 1995.  The 12.5%  increase in fiscal 1996  resulted  primarily
from  additions to property and  equipment  for the  expansion of the  Company's
distribution  facility in fiscal  years 1994 and 1995.  Depreciation  expense in
fiscal 1996 also included a $3.0 million loss on disposal of closed store assets
versus $2.3 million in fiscal 1995.

     In  the  fourth  quarter  of  fiscal  1996,  the  Company  implemented  the
provisions of Statement of Financial  Accounting  Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." This statement  addresses the timing of recognition  and the measurement of
impairment of (a)  long-lived  assets,  certain  identifiable  intangibles,  and
goodwill related to those assets to be held and used, and (b) long-lived  assets
and certain  identifiable  intangibles to be disposed of. The statement requires
that such  assets be  reviewed  for  impairment  whenever  events or  changes in
circumstances  indicate that their carrying amount may not be  recoverable,  and
that such assets be reported at the lower of carrying amount or fair value.  The
Company  recorded  a one time  pre-tax  charge of $2.8  million  in fiscal  1996
resulting from adoption of this statement.

     Interest income in fiscal 1996 increased 25% over fiscal 1995. The increase
resulted primarily from an increase in the market value of the Company's managed
municipal bond portfolio.  (See also Notes 1 and 2 to the Consolidated Financial
Statements).

FISCAL 1995 COMPARED TO FISCAL 1994

     Net sales  increased  by 9.5% to $500.8  million in fiscal 1995 from $457.3
million in fiscal 1994. Same-store sales decreased 1.4% from the prior year. The
Company  operated 766 stores at July 29, 1995 compared to 688 stores operated at
July 30, 1994.

     The  increase  in net  sales in fiscal  1995  resulted  primarily  from the
Company's store  development  activities.  In fiscal 1995, the Company increased
selling  square  footage by  approximately  4% by opening  108 new stores  while
closing 30 existing stores.

<PAGE>



     Gross  Profit  increased to 34.7% of sales in fiscal 1995 from 34.1% of net
sales, in fiscal 1994. The decrease in cost of goods sold as a percentage of net
sales  resulted  primarily  from  improved  initial  margins which offset higher
occupancy costs from both new stores and expanded existing stores.

     SG&A expenses  (restated to exclude  depreciation)  were $133.3  million in
fiscal 1995, compared to $120.1 million in fiscal 1994, an increase of 10.9%. As
a percentage of net sales,  SG&A was 26.6% compared to 26.3% of net sales in the
prior year.  The increase in SG&A as a percentage  of sales  primarily  resulted
from  spreading  relatively  fixed  occupancy  and buying  costs over  decreased
comparable store sales and the corporate relocation to Suffern, New York.

     Depreciation  expense was $14.0  million in fiscal 1995,  compared to $12.1
million in fiscal 1994.  The  increase in fiscal 1995  resulted  primarily  from
additions  to  property  and  equipment  from the  Company's  store  development
activities.  The loss on disposal  of closed  store  assets was $2.3  million in
fiscal 1995 versus $1.2 million in fiscal 1994.

     Interest  income in fiscal 1995  increased by 54.6% over fiscal  1994.  The
increase  resulted  primarily  from  the  increase  in the  market  value of the
Company's managed municipal bond portfolio.

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 of new stores,
the  remodeling of existing  stores,  the continued  expansion of its successful
Dress Barn Woman and combo formats and the relocation of its headquarters. Total
capital  expenditures  were $17.1  million,  $22.0  million and $23.4 million in
fiscal 1996, 1995 and 1994,  respectively.  A total of approximately $15 million
of capital  expenditures  during  fiscal  1994 and fiscal  1995 were for the new
Suffern facility.  In conjunction with the new facility,  the Company accepted a
$3.5 million low interest  industrial  revenue loan in fiscal 1995 from New York
State Urban Development Corporation.

     The Company's cash, cash equivalents, marketable securities and investments
increased  approximately  $19 million in fiscal 1996 from fiscal 1995.  This was
primarily due to the increase in earnings and a decrease in SG&A  expenses.  The
Company funds inventory  expenditures through cash flows from operations and the
favorable  payment terms the Company has established with its vendors.  This has
allowed  the  Company's  quick  ratio  (i.e.,  the ratio of current  assets less
inventory to current  liabilities) to improve steadily over the past three years
(1.50,  1.25  and 1.17 at the end of the  1996,  1995  and  1994  fiscal  years,
respectively).  Merchandise inventories at July 27, 1996 increased a modest $1.7
million from July 29, 1995 as the Company has  continued  to keep its  inventory
levels in line with sales.  The  Company's  net cash  provided by  operations in
fiscal 1996  increased to $35.6  million as compared to $27.6  million in fiscal
1995 and $23.7  million in fiscal  1994.  The increase in fiscal 1996 was due to
the increase in earnings and  favorable  income tax cash  planning.  During this
three-year  period,  the Company has increased its cash and investments by $30.2
million and financed its expansion and corporate relocation while only incurring
$3.5 million in long-term debt.

     In fiscal 1997 the Company  plans to spend  approximately  $17.5 million to
open  approximately  60  additional  stores and  continue  its store  remodeling
program.  The Company  expects to finance  this  expansion  and its  foreseeable
operating and capital needs through internally generated funds.

     At July 27, 1996,  the Company had $81.8 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 $122.7 million at July 27, 1996. In
addition,  the Company had  available  $95 million in unsecured  lines of credit
bearing  interest at below the prime rate.  The Company had no debt  outstanding
under any of the lines at July 27,  1996.  However,  borrowings  were limited by
approximately $32 million of outstanding  letters of credit primarily to vendors
for import merchandise purchases.

Inflation

     General  inflation has historically had only a minor effect on the Company'
results of  operations  as the Company has  generally  been able to maintain its
sales prices of merchandise  sold. The Company expects this trend to continue in
fiscal 1997, with no significant increase in its selling prices planned.


Seasonality

     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 the other three  fiscal  quarters.  This
decline  reflects the intense  promotional  atmosphere  that has accompanied the
Christmas  shopping  season in recent  years.  The Company  does not expect this
trend to change in fiscal 1997 and  anticipates  earnings for its second quarter
of fiscal 1997 to be significantly less than the other three quarters.


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.  DISAGREEMENTS 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 1996 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

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

                                                               Incorporated By
                                                                Reference From

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

3(e)   Amended and Restated By-Laws ..................................   (1)

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

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

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

4(a)   Specimen Common Stock Certificate .............................   (1)

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

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

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

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

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

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

       10(k)   Wilton, CT store                                          (1)

       10(l)   Danbury, CT store                                         (1)
 
       10(m)   Branford, CT store                                        (1)

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

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

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

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

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

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

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

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

10(cc) Employment Agreement with Armand Correia ......................   (7)

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

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

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

22     Subsidiaries of the Registrant

24     Independent Auditors' Consent


(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.

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 27, 1996.


<PAGE>



ITEM 14.  (c)  EXHIBITS

     All exhibits are incorporated by reference as shown in Item 14(a)3,  except
Exhibits 10(nn), 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
Elliot S. Jaffe              Chairman of the Board and                  10/23/96
                             Chief Executive Officer
                             (Principal Executive Officer)

/s/ ROSLYN S. JAFFE
Roslyn S. Jaffe              Director and Secretary and Treasurer       10/23/96

/s/ BURT STEINBERG
Burt Steinberg               Director and President                     10/23/96
                             and Chief Operating Officer

/s/ KLAUS EPPLER
Klaus Eppler                 Director                                   10/23/96

/s/ DONALD JONAS
Donald Jonas                 Director                                   10/23/96

/s/ MARK S. HANDLER
Mark S. Handler              Director                                   10/23/96

/s/ EDWARD D. SOLOMON
Edward D. Solomon            Director                                   10/23/96

/s/ ARMAND CORREIA
Armand Correia               Chief Financial Officer (Principal         10/23/96
                             Financial and Accounting Officer)


<PAGE>




                          INDEPENDENT AUDITORS' REPORT

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  as of July 27, 1996 and July 29,  1995,  and the related
consolidated  statements of earnings,  shareholders'  equity, and cash flows for
each of the three  years in the period  ended  July 27,  1996.  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  generally   accepted  auditing
standards.  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, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of The Dress Barn, Inc.
and subsidiaries as of July 27, 1996 and July 29, 1995, and the results of their
operations  and their cash flows for each of the three years in the period ended
July 27, 1996, in conformity with generally accepted accounting principles.

Stamford, Connecticut
September 20, 1996


<PAGE>



The Dress Barn, Inc. and Subsidiaries
Consolidated Balance Sheets

                                                       July 27,      July 29,
ASSETS                                                     1996          1995
  
Current Assets:

     Cash & cash equivalents ...................... $  9,517,302 $  7,378,747
     Marketable securities and investments (Note 2)   81,787,882   64,412,660
     Merchandise inventories ......................   89,790,984   88,044,774
     Prepaid expenses and other ...................    2,769,809    3,439,685
  
        Total Current Assets ......................  183,865,977  163,275,866
  
Property and Equipment:

     Leasehold improvements .......................   51,008,298   48,908,048
     Fixtures and equipment .......................   88,454,311   80,617,805
     Computer software ............................    7,603,314    6,915,150
     Automotive equipment .........................      342,283      255,237
  
                                                     147,408,206  136,696,240
     Less accumulated depreciation
       and amortization ...........................   66,503,707   57,072,264

                                                      80,904,499   79,623,976

Other Assets ......................................      952,211      621,213

                                                    $265,722,687 $243,521,055

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

     Accounts payable- trade ...................... $ 37,198,907 $ 38,424,376
     Accrued expenses ..............................  20,903,368   16,652,543
     Customer credits ..............................   2,062,184    1,487,579
     Income taxes payable ..........................     971,762    3,401,456

        Total Current Liabilities ..................  61,136,221   59,965,954

Deferred Income Taxes ..............................   1,990,562    1,117,163

Long-Term Debt (Note 3) ............................   3,500,000    3,500,000

Commitments (Note 6)
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- 23,573,462 and 23,320,108
               shares, respectively
       Outstanding- 22,568,462 and 22,315,108
               shares, respectively ................   1,178,673    1,166,005
     Additional paid-in capital ....................  16,529,497   15,055,061
     Retained earnings ............................. 187,110,242  168,201,083
     Treasury stock, at cost .......................  (5,705,612)  (5,705,612)
     Unrealized holding (loss) gain on marketable ..     (16,896)     221,401
      securities
                                                     199,095,904  178,937,938

                                                    $265,722,687 $243,521,055
See notes to consolidated financial statements


<PAGE>


The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Earnings

                                                  Year Ended
                         ------------------------------------------------------
                                       July 27,     July 29,     July 30,
                                           1996         1995         1994
                         ------------------------------------------------------

Statement of earnings data:

Net sales ........................ $515,522,451 $500,836,364 $457,324,621
Cost of sales, including
  occupancy and buying costs .....  337,998,321  327,165,606  301,153,755

Gross profit .....................  177,524,130  173,670,758  156,170,866

Selling, general and
  administrative expenses ........  132,175,827  133,253,149  120,130,587
Depreciation and amortization ....   15,828,346   14,063,455   12,126,781
Write-down of underperforming
  and closed store assets (Note 8)    2,848,000         --           --

Operating income .................   26,671,957   26,354,154   23,913,499

Interest income- net .............    3,343,202    2,670,331    1,726,717

   Earnings before
     income taxes ................   30,015,159   29,024,485   25,640,216

Income taxes .....................   11,106,000   10,739,000    9,487,000

   Net earnings .................. $ 18,909,159 $ 18,285,485 $ 16,153,216


Earnings per share ............... $       0.84 $       0.82 $       0.73

Weighted average
  shares outstanding .............   22,413,267   22,266,091   22,177,063


See notes to consolidated financial statements


<PAGE>



The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Shareholders' Equity Unrealized
<TABLE>
<CAPTION>
                                                                        Additional                          Holding(Loss)    Total
                                                    Common Stock         Paid-In      Retained      Treasury   Gain on Shareholders'
                                               Shares        Amount      Capital      Earnings       Stock    Marketable     Equity
                                                                                                             Securities
                               ----------------------------------------------------------------------------------------------
<S>                                        <C>          <C>          <C>         <C>          <C>         <C>     <C> 
Balance, July 31, 1993 ...................  22,129,662  $  1,156,733  $12,789,169 $133,762,382 $(5,705,612)        $-  $142,002,672
Deferred compensation ....................      15,000           750      453,730                                           454,480
Employee Stock Purchase Plan activity ....      35,244         1,762      390,047                                           391,809
Shares issued pursuant to exercise of stock     41,862         2,093      193,683                                           195,776
options
Net earnings .............................                                          16,153,216                           16,153,216
                                                                                                                   
Balance, July 30, 1994 ...................  22,221,768     1,161,338   13,826,629  149,915,598  (5,705,612)      --     159,197,953
Deferred compensation ....................      25,000         1,250      644,053                                           645,303
Employee Stock Purchase Plan activity ....      43,490         2,175      389,586                                           391,761
Shares issued pursuant to exercise of stock     15,461           773       85,786                                            86,559
options
Shares issued in connection with purchase
     of JRL Consulting Corp. .............       9,389           469      109,007                                           109,476
Unrealized holding gain on marketable secur                                                                   221,401       221,401
Net earnings .............................                                          18,285,485                           18,285,485
                                                                                                                     
Balance, July 29, 1995 ...................  22,315,108     1,166,005   15,055,061  168,201,083  (5,705,612)   221,401   178,937,938
Deferred compensation ....................      42,882         2,144      183,405                                           185,549
Employee Stock Purchase Plan activity ....      21,643         1,082      226,150                                           227,232
Shares issued pursuant to exercise of stock    188,829         9,442    1,064,881                                         1,074,323
options
Unrealized holding loss on marketable secur                                                                  (238,297)     (238,297)
Net earnings .............................                                          18,909,159                           18,909,159
                                                                                                                      
Balance, July 27, 1996 ...................  22,568,462  $  1,178,673  $16,529,497 $187,110,242 ($5,705,612) ($ 16,896) $199,095,904
                                                                                                                      
See notes to consolidated financial statements

</TABLE>

<PAGE>


The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                          Year Ended
                                                      ----------------------------------------------
                                                            July 27,       July 29,       July 30,
                                                                1996           1995           1994
                                                      ----------------------------------------------
<S>                                                   <C>             <C>           <C>  
Operating Activities:
Net earnings ......................................... $  18,909,159  $  18,285,485  $  16,153,216
Adjustments to reconcile net earnings to net cash
    provided by operating activities:
      Depreciation and amortization of property and
        equipment (net) ..............................    12,855,213     11,453,788      9,822,273
      Write-down of underperforming and
        closed store assets (Note 8) .................     2,848,000           --             --
      Loss on disposal of closed store assets ........     2,973,133      2,301,332      1,152,254
      Increase (decrease) in deferred income taxes ...       873,399       (770,000)       609,812
      Deferred compensation ..........................       185,549        754,779        251,480
      Changes in assets and liabilities:
         Increase in merchandise inventories .........    (1,746,210)    (8,443,758)    (6,197,778)
         Decrease in prepaid expenses ................       669,876        797,741      3,862,595
         (Increase) decrease in other assets .........      (330,998)        60,498        175,330
         (Decrease) increase - accounts payable- trade    (1,225,469)    (3,276,232)     1,710,136
         Increase (decrease) in accrued expenses .....     1,402,825      3,611,530     (2,657,896)
         Increase (decrease) in customer credits .....       574,605        346,056       (265,464)
         (Decrease) increase in income taxes payable .    (2,429,694)     2,507,061       (911,871)

       Total adjustments .............................    16,650,229      9,342,795      7,550,871


        Net cash provided by operating activities ....    35,559,388     27,628,280     23,704,087


Investing Activities
    Purchases of property and equipment - net ........   (17,108,869)   (22,026,578)   (23,380,234)
    Sales and maturities of marketable securities and    110,613,332     24,548,148      9,516,454
         investments
    Purchases of marketable securities and investments  (128,226,751)   (33,417,429)   (13,814,678)
         
       Net cash used in investing activities .........   (34,722,388)   (30,895,859)   (27,678,458)
         
Financing Activities
    Proceeds from long term debt .....................          --        3,500,000           --
    Proceeds from Employee Stock Purchase Plan .......       227,232        391,761        391,809
    Proceeds from stock options exercised ............     1,074,323         86,559        195,776

      Net cash provided by financing activities ......     1,301,555      3,978,320        587,585


Net increase (decrease) in cash and cash equivalents .     2,138,555        710,741     (3,386,786)
Cash and cash equivalents- beginning of period .......     7,378,747      6,668,006     10,054,792


Cash and cash equivalents- end of period ............. $   9,517,302  $   7,378,747  $   6,668,006

Supplemental Disclosure of Cash Flow Information:
    Cash paid for income taxes ....................... $  13,839,736  $   9,001,939  $   9,285,361
</TABLE>

See notes to consolidated financial statements


<PAGE>


                      The Dress Barn, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements
                         Three Years Ended July 27, 1996

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  discount  women's  apparel
specialty stores. The stores, operating principally under the name "Dress Barn",
offer  in-season,  moderate  to better  quality  fashion  apparel.  The  Company
operates in one business segment.

        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.

        Merchandise inventories

     Merchandise  inventories  are valued at the lower of cost,  on a  first-in,
first-out basis, 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.  Other  investments,  due to their
nature, are carried at cost.

        Earnings per share

     Earnings per share is based on the weighted average number of common shares
and common share equivalents outstanding for the years presented.

        Reclassifications

     Certain amounts in prior years' financial statements have been reclassified
for comparative purposes.

        Use of estimates

     The preparation of the financial  statements in conjunction  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.

        Stock based compensation

     In October  1995,  Statement of  Financial  Accounting  Standards  No. 123,
"Accounting for Stock Based  Compensation",  ("SFAS 123"), was issued.  SFAS 123
requires  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 current valuation methods 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 has elected to retain its current method
of accounting for stock-based  compensation and provide the required disclosures
in its financial statements.  The Company will adopt SFAS 123 in the fiscal year
ending July 26, 1997.

        Disclosure about fair value of financial instruments

     The fair value of financial  instruments  classified  as current  assets or
liabilities  approximate  carrying amount due to the short-term  maturity of the
instruments.  The  fair  value  of long  term  debt,  discounted  using  current
borrowing rates available for financings with similar terms and maturities,  was
approximately  $2.0  million  and $1.9  million  at the end of the 1996 and 1995
fiscal years, respectively.


<PAGE>


2.      MARKETABLE SECURITIES AND INVESTMENTS

     Marketable securities and investments included the following:

                                     July 27, 1996        July 29, 1995
                                     -------------        -------------
                                  Fair    Amortized     Fair    Amortized
                                 Value       Cost       Value       Cost
                                ------     -------      ------     -------

Money Market Funds ......... $ 1.876,000 $ 1.876,000 $18,313,000 $18,313,000
US Govt. Bonds & Notes .....  25,853,000  25,842,000
Short Term Investments .....   9,019,000   9,019,000
Other Investments ..........   5,012,000   5,012,000
Tax Free Municipal Bonds ...  38,373,000  38,178,000  44,409,000  44,000,000
US Govt. Securities Fund ...   1,655,000   1,878,000   1,691,000   1,878,000
                             ----------- ----------- ----------- -----------
                             $81,788,000 $81,805,000 $64,413,000 $64,191,000
                             =========== =========== =========== ===========

        The scheduled  maturities of marketable  securities  and  investments at
July 27, 1996 are:

      Due In                                     Fair Value   Amortized Cost
-------------------------                    ---------------  -------------
One year or less ............................ $   36,047,000 $   36,236,000
One year through five years .................     45,519,000     45,349,000
Six years through ten years .................        222,000        220,000
After ten years .............................           --             --
                                              -------------- --------------
                                              $   81,788,000 $   81,805,000
                                              ============== ==============

     Unrealized  holding  gains  and  losses  at  July  27,  1996  netted  to an
unrealized loss of approximately $17,000. Proceeds and gross realized gains from
the  sale  of  securities  in  Fiscal  1996  were   $110,613,000  and  $607,000,
respectively.  For the purposes of determining  gross realized gains and losses,
the cost of securities is based upon specific identification.

3.      LONG-TERM DEBT

     The Company incurred long term debt for the first time in October 1994 when
it borrowed $3.5 million from New York State Urban Development Corporation.  The
$3.5 million  unsecured  loan, due October 1, 2004,  provides for the payment of
interest  at rates  ranging  from 0% to 3% over the term of the  loan.  Interest
commences  November 1, 1996 and is paid monthly  thereafter.  The loan agreement
has no restrictive covenants,  but requires a $3.5 million irrevocable letter of
credit in favor of the lender to  guarantee  its  repayment.  The Company had no
other  long-term debt  outstanding at any time during the three years ended July
27, 1996.

     At July 27, 1996 the Company had unsecured lines of credit with three banks
totaling $95 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 27,  1996.
However, the credit lines available were reduced by approximately $32 million of
outstanding letters of credit.

<PAGE>


4.      EMPLOYEE BENEFIT PLANS

     In August 1995, the Company established a defined  contribution  retirement
savings plan (401(k))  covering all eligible  employees.  This plan succeeds 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 1996, 1995 and 1994,
the Company incurred expenses of $712,000, $555,000, and $575,000, 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.

5.      INCOME TAXES

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

                                                       Year ended
                                            July 27,    July 29,     July 30,
                                                1996        1995         1994
                                           ---------    --------     --------

Federal:

Current ........................         $ 8,428,000 $ 8,815,000  $ 7,280,000
Deferred .......................             169,000    (608,000)     228,000
                                         ----------- -----------  -----------
                                           8,597,000   8,207,000    7,508,000
State:

Current ........................           2,742,000   2,694,000    1,919,000
Deferred .......................            (233,000)   (162,000)      60,000
                                         -----------  ----------   ----------

                                           2,509,000   2,532,000    1,979,000
                                          ----------  ----------   ----------

                                         $11,106,000 $10,739,000   $9,487,000
                                         =========== ===========  ===========

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

                                                 July 27,   July 29,   July 30,
                                                     1996       1995       1994
                                                ---------   --------   --------
 
Deferred tax liabilities:

     Depreciation ..........................   $5,433,007 $6,482,842 $4,646,641
     Other items ...........................    1,315,251    953,237  3,027,557
                                               ---------- ---------- ----------
        Total deferred tax liabilities .....    6,748,258  7,436,079  7,674,198
                                               ---------- ---------- ----------
Deferred tax assets:
     Inventory capitalization for tax purposes  1,619,554  2,302,648  2,067,669
     Other items ...........................    3,138,135  4,016,268  3,719,366
                                               ---------- ---------- ----------
        Total deferred tax assets ..........    4,757,689  6,318,916  5,787,035
                                               ---------- ---------- ----------
                 Net deferred tax liabilities  $1,990,562 $1,117,163 $1,887,163
                                               ========== ========== ==========



<PAGE>



     The net deferred tax liabilities were comprised of  approximately  $410,000
in state deferred taxes and $1,581,000 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:

                                                     Year ended
                                           July 27,   July 29,   July 30,
                                               1996       1995       1994
                                           ---------   --------   --------

Statutory tax rate .....................       35.0%      35.0%      35.0%
State taxes - net of federal
  benefit ..............................        5.6        6.1        5.5
Other - net ............................       (3.6)      (4.1)      (3.5)
                                            --------   --------   --------

Effective tax rate .....................       37.0%      37.0%      37.0%
                                            ========   ========   ========


6.      COMMITMENTS

        Lease commitments

     The Company  leases all its stores and  warehouses.  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.  In July 1993,  the Company  entered  into a lease for
510,000 square feet of office and distribution  space in Suffern,  New York. The
lease has an initial  term of 14 years  with three 5 year  options to extend the
lease.

     A summary of occupancy costs follows:

                                                         Year ended
                                             July 29,     July 27,     July 30,
                                                 1996         1995         1994
                                         ------------ ------------ ------------

Base rentals ........................... $ 56,113,000 $ 47,942,000 $ 42,641,000
Percentage rentals .....................       94,000      167,000      149,000
Other occupancy costs ..................   19,626,000   18,299,000   13,796,000
                                         ------------ ------------ ------------

Total .................................. $ 75,833,000 $ 66,408,000 $ 56,586,000
                                         ============ ============ ============



<PAGE>




     The following is a schedule of future minimum rentals under  noncancellable
operating leases as of July 27, 1996:

             Fiscal Year                                                Amount
            -------------                                           ------------
                1997                                              $   49,380,000
                1998                                                  43,291,000
                1999                                                  35,332,000
                2000                                                  26,342,000
                2001                                                  17,178,000
        Subsequent years                                              41,458,000

        Total future minimum rentals                                $212,981,000

     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 five stores from the Chief Executive  Officer or related
trusts.  Future  minimum  rentals  under leases with such related  parties which
extend beyond July 27, 1996,  included in the above schedule,  are approximately
$413,631 annually and aggregate  $1,578,694.  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 1996,  1995 and 1994 under
these  leases  amounted  to  approximately  $492,000,   $429,000  and  $430,000,
respectively.

7.      STOCK OPTION 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.  The  Company's  1987  Non-Qualified  Stock Option Plan 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 27, 1996 no options  had been  issued  under the 1995
Stock  Option  Plan.   Compensation  expense  resulting  from  the  issuance  of
non-qualified  options is recognized on a  straight-line  basis over the vesting
term of the option  agreement.  As of July 27, 1996, a total of 675,914  options
issued to date were exercisable.


<PAGE>


     The following summarizes the activities in all Stock Option Plans:

                              Number of     Option Price Range
                                Shares         (Per share)

Outstanding - July 31,1993      823,102       $ 3.00 -12.50


        Granted ..........      528,950        10.53 -11.25
        Exercised ........      (41,862)        5.36 - 8.25
        Canceled .........      (52,848)        5.36 - 8.38
                              ---------      -------   ----

Outstanding - July 30,1994    1,257,342    $    3.00 -12.50
                              ---------      -------   ----

        Granted ..........      406,079         8.25 - 8.87
        Exercised ........      (15,461)        5.36 - 6.41
        Canceled .........     (255,327)        3.34 -10.53
                              ---------      -------   ----

Outstanding - July 29,1995    1,392,633    $    3.00- 12.50
                              ---------      -------   ----

        Granted ..........      124,750         9.15 - 9.15
        Exercised ........     (188,829)        5.36 - 9.15
        Canceled .........      (55,261)        5.36 - 8.53
                              ---------      -------   ----

Outstanding - July 27,1996    1,273,293    $    3.00- 12.50
                              =========      =======   ====


8.      WRITE-DOWN OF UNDERPERFORMING AND CLOSED STORE ASSETS

     In  the  fourth  quarter  of  fiscal  1996,  the  Company  implemented  the
provisions of SFAS No. 121,  "Accounting for the Impairment of Long-Lived Assets
and for  Long-Lived  Assets to be Disposed  Of." This  statement  addresses  the
timing of  recognition  and the  measurement  of  impairment  of (a)  long-lived
assets, certain identifiable  intangibles,  and goodwill related to those assets
to be held  and  used,  and  (b)  long-lived  assets  and  certain  identifiable
intangibles  to be  disposed  of. The  statement  requires  that such  assets be
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that their  carrying  amount  may not be  recoverable,  and that such  assets be
reported  at the lower of  carrying  amount or fair  value.  The  effect of such
accounting  change on periods prior to the fourth quarter of fiscal 1996 was not
material.


<PAGE>



9. QUARTERLY RESULTS OF OPERATIONS (unaudited)
($000 omitted except per share amounts)

                                   Fourth      Third    Second      First
                                  Quarter    Quarter    Quarter    Quarter
Year ended July 27, 1996          -------    -------    -------    -------

Net Sales ....................   $133,871   $125,174   $119,127   $137,351
Gross Profit,
  less occupancy
  and buying costs ...........     46,604     43,783     38,750     48,387
Income Taxes .................      3,533      3,018      1,017      3,538
Net Earnings .................      6,016      5,137      1,731      6,025
Earnings Per Share(*) ........   $    .27   $    .23   $    .08   $    .27


                                   Fourth      Third    Second      First
                                  Quarter    Quarter    Quarter    Quarter
Year ended July 29, 1995          -------    -------    -------    -------

Net Sales ....................   $130,559   $123,541   $116,660   $130,076
Gross Profit,
  less occupancy
  and buying costs ...........     44,603     43,798     38,578     46,692
Income Taxes .................      2,623      2,941      1,421      3,754
Net Earnings .................      4,468      5,002      2,423      6,392
Earnings Per Share(*) ........   $    .20   $    .22   $    .11   $    .29

(*) 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 in fiscal 1996.


<PAGE>


                                 EXHIBIT 10(nn)

                              THE DRESS BARN, INC.
                             1995 STOCK OPTION PLAN

                         (Effective September 27, 1995)

        1.  Purpose.  The purpose of this Stock  Option Plan (the  "Plan") is to
further the best  interests of The Dress Barn,  Inc., a Connecticut  corporation
(the  "Corporation"),  and its  subsidiaries  ("Subsidiaries",  as such  term is
defined  in Section  424 of  Internal  Revenue  Code of 1986,  as  amended  (the
"Code")),  from time to time, by  encouraging  its key employees and persons who
are not  employees of the  Corporation  but whose  efforts are expected to be of
substantial benefit to the Corporation,  as is more fully set forth in Section 5
of this Plan, to continue  association  with the  Corporation,  and by providing
additional incentive for outstanding performance through offering an opportunity
to acquire a proprietary  stake in the  Corporation  and its future growth.  The
Corporation  believes  that this goal may best be  achieved  by  granting  stock
options to such persons.

        The stock  options  to be  granted  pursuant  to this Plan  (hereinafter
called  "Options")  may be Incentive  Stock Options  ("ISOs") as provided for in
Section 422 of the Code, or may be Non-Incentive Stock Options ("Non-ISOs"). All
Options  which are  intended to qualify as ISOs shall be clearly  identified  in
writing  as such.  The  terms  and  conditions  of ISOs  shall  comply  with the
provisions  of this  Plan  which  have  been  inserted  herein  to  reflect  the
requirements  of the  aforementioned  Section 422 of the Code.  All ISOs granted
pursuant to this Plan,  as well as the  provisions  of this Plan  pertaining  to
ISOs,  shall  be  construed  and  interpreted  in a manner  consistent  with the
requirements of the  aforementioned  Section 422 of the Code and the regulations
thereunder,  and any  provisions of this Plan that would be in conflict with the
requirements of Section 422 shall be inapplicable to such Options.  The Non-ISOs
will not be subject to such  conditions  and  limitations  and may be granted in
amounts that may be in excess of or less than the permissible  annual amounts of
ISOs as set  forth in  Section  6(a)  hereof.  All  Non-ISOs  shall  be  clearly
identified in writing as Non-ISOs.

        2. Option Shares. (a) The shares of the Corporation's stock which may be
made  subject to Options  granted  pursuant to this Plan shall be no more than a
total of 2,000,000 shares of the authorized but unissued common stock, par value
$.05 per  share,  of the  Corporation,  or shares of  common  stock  held in the
treasury (hereinafter called "Common Stock"). If any outstanding Options granted
pursuant to this Plan expire,  lapse or terminate  for any reason other than the
exercise thereof,  the shares of Common Stock subject to the unexercised portion
of such  Options may again be made subject to Options  granted  pursuant to this
Plan. Until  termination of the Plan, the Corporation shall at all times reserve
a sufficient  number of shares of Common Stock to meet the  requirements  of the
Plan.  Any shares of Common Stock not subject to Options at the  termination  of
this Plan shall cease to be reserved for the purposes of the Plan.

               (b) The  maximum  number of shares  of Common  Stock  that may be
granted  under this Plan during each  calendar  year to any Employee (as defined
herein)  shall not exceed  150,000  (the "Cap")  (subject to any  adjustment  in
accordance with Section 14 hereof);  provided,  however, that if the Corporation
grants to an Employee  during any calendar  year Options to purchase a number of
shares of Common  Stock that is less than the Cap, or does not grant any Options
during any calendar year to an Employee, then the amount of such shortfall shall
be carried forward and added to the Cap in subsequent years with respect to such
Employee until it is eliminated.

     3.  Effective  Date of Plan.  This  Plan has been  adopted  by the Board of
Directors of the  Corporation  (the "Board of Directors")  and shall take effect
immediately  upon the date  hereof,  subject to  approval  by the  Corporation's
shareholders.

     4.  Administration  of the Plan.  The Plan  shall be  administered  by a
committee of two or more individuals (the "Committee"), which shall be appointed
by the Board of Directors.  All members of the Committee shall be "disinterested
persons" within the meaning of Rule 16(b)-3 under the Securities Exchange Act of
1934, as amended,  and "outside  directors" within the meaning of any applicable
regulation under the Code. No member of the Committee shall,  while a member, be
eligible  to  participate  in this  Plan.  The  Committee  may from time to time
interpret this Plan,  adopt,  amend and rescind such rules and  regulations  for
carrying out this Plan, and take such other action in the administration of this
Plan, not inconsistent  with the provisions  hereof, as the Committee shall deem
advisable. Any determination,  interpretation or decision of the Committee under
this Plan may be made by a writing  signed by its  members,  without a notice or
meeting of the Committee. All decisions and determinations in respect of and all
interpretations  of the  provisions  of the  Plan  shall be made  solely  by the
Committee,   which  decisions,   determinations  and  interpretations  shall  be
conclusive and binding on the Corporation and all other persons or entities.  No
member of the Committee shall be liable for any action, decision,  determination
or  interpretation  made in good faith with  respect to the Plan or any  Options
granted under it.

        5.  Eligibility.  The  persons  eligible to  participate  in the Plan as
recipients of Options shall include the employees of the  Corporation  or of any
of its  Subsidiaries  who hold executive or other positions in the management of
the  affairs  of the  Corporation  and of its  Subsidiaries  ("Employees"),  and
persons who are not employees of the Corporation, but whose efforts are expected
to be of  substantial  benefit  to the  Corporation  (together  with  Employees,
"Eligible Persons").

        6. Grant of Options.  (a) The  Corporation,  by action of the Committee,
subject to the provisions of this Plan, may, from time to time, grant Options to
purchase shares of Common Stock to such Eligible  Persons and for such number of
shares of Common Stock as may be selected by the Committee;  provided,  however,
that only Employees  shall be eligible to receive ISOs.  Each grant of an Option
pursuant  to this  Plan  shall  be made in  writing  and  upon  such  terms  and
conditions as may be  determined by the Committee at the time of grant,  subject
to the  provisions  and  limitations  set forth in this Plan.  The grant of such
Option shall be evidenced by written  notice  executed by such person(s) as have
been authorized by the Committee. The aggregate fair market value (determined as
of the time an Option is granted) of the Common  Stock for which any Employee is
granted  ISOs that are first  exercisable  by such  Employee  at any time in any
calendar year under all plans of the Corporation and its Subsidiaries  shall not
exceed $100,000.

               (b) No Option  shall be granted  hereunder  on or after the tenth
anniversary  of the date on which the Plan is adopted by the Board of Directors,
but Options previously granted may extend beyond that date.

        7. Option Price.  (a) The purchase  price for each share of Common Stock
issued upon  exercise of an Option  granted  pursuant to this Plan  (hereinafter
called the "Option  Price")  shall be  determined  by the  Committee;  provided,
however,  that in the case of grants of ISOs, the Option Price shall in no event
be less than 100% (110% for ISOs granted to a greater than  ten-percent  holder)
of the Fair Market Value (as hereinafter  defined) of a share of Common Stock on
the date the ISO is granted. A "greater than ten-percent  holder" shall mean any
Employee who at the time of grant owns  directly,  or is deemed to own by reason
of the  attribution  rules  set  forth in  Section  424(d)  of the  Code,  stock
possessing  more than 10% of the total  combined  voting power of all classes of
stock of the Corporation or any Subsidiary.

               (b) The Fair Market  Value of a share of Common Stock shall equal
the mean  between  the high and low sales  prices  of the  Common  Stock  quoted
through  the  National   Association  of  Securities  Dealers,   Inc.  Automated
Quotations  System on the day of  determination  or, in the  absence of reported
sales on such day, the mean  between the  reported bid and asked prices  through
such  market  system  on such  day;  provided,  however,  that if the  Committee
determines that such mean does not properly reflect the fair market value of the
Common Stock,  the Fair Market Value shall be determined by the Committee  using
such  method  as  it  deems   reasonable  and  consistent  with  the  applicable
requirements  of the  Code  and  the  regulations  issued  thereunder  that  are
applicable to incentive options.

        8.  Duration  of  Options.  The  period for which  each  Option  granted
hereunder  shall be effective  shall  commence upon the date of the grant of the
Option and shall  continue  until the date that is determined by the  Committee,
not to exceed ten (10) years  (five (5) years in the case of an ISO granted to a
greater than ten-percent  holder) from the date of grant (the "Option  Period").
In addition to and in limitation  of the above,  the Option Period of any Option
granted pursuant to this Plan shall terminate upon the earliest of the following
dates:

               (a) One (1) month after the date upon which the  Eligible  Person
holding such Option (hereinafter called the "Optionee") ceases to be an employee
of, a consultant  to or  otherwise  associated  with,  the  Corporation  and its
Subsidiaries,  unless such cessation occurs in a manner described in subsections
(b), (c) or (d) below.

               (b) Three (3) months after an option who is an Employee ceases to
be an employee by reason of  "Retirement",  which term shall mean the Optionee's
termination of employment with the Corporation or any of its  subsidiaries at or
after (I) age 65 if the Optionee has been employed by the  Corporation or any of
its  Subsidiaries  for at least one year or (ii) age 60 if the Optionee has been
employed by the Corporation or any of its Subsidiaries for at least three years.


<PAGE>


               (c) Six (6) months after the death or permanent disability of the
Optionee if the Optionee  dies or becomes  permanently  disabled  while being an
Employee or a consultant to or otherwise  associated with the Corporation or any
of its Subsidiaries.  (For purposes of this Plan,  "permanent  disability" shall
mean the failure or inability of any Optionee to perform substantially the usual
duties and  obligations of such  individual on behalf of the  Corporation or its
Subsidiaries  for 180 days  during any 270 day  period  because of any mental or
physical incapacity, as determined by the Committee).

               (d) At the time the employee or other association of the Optionee
with the  Corporation or its  Subsidiaries  is terminated by the Corporation for
cause. (For purposes of this Plan, "cause" shall mean any of the following:  (i)
willful  malfeasance,  willful misconduct or gross negligence by the Optionee in
connection  with his or her duties,  (ii)  continuing  refusal by an Optionee to
perform his or her duties under any lawful direction of his or her supervisor or
the Board of  Directors of the  Corporation  after notice of any such refusal to
perform such duties or direction was given to such  Optionee,  (iii) any willful
and  material  breach  of  fiduciary  duty  owing  to  the  Corporation  or  its
Subsidiaries by the Optionee, (iv) the conviction of the Optionee for commission
of a felony or any other crime resulting in pecuniary loss to the Corporation or
its  subsidiaries  (such as theft,  embezzlement  or fraud) or  involving  moral
turpitude, or (v) habitual drunkenness or narcotics addiction.)

        Nothing  contained  herein shall limit whatever right the Corporation or
any of its Subsidiaries  might otherwise have to terminate the employment of any
Employee,  or any contractual  arrangement  with any Optionee,  and neither this
Plan nor any Option granted  hereunder  shall confer on an Optionee any right to
continue  in the  employ of the  Corporation  or to  continue  any  contract  or
association with the Corporation.

        Successive Options may be granted to the same Eligible Person whether or
not the  Option  or  Options  first  granted  to  such  Eligible  Person  remain
unexercised, subject to the limitations set forth in Section 6(a) above.

     9.  Non-Transferability.  No Option  granted  pursuant  to this Plan may be
transferred  by  the  Optionee  except  by  will  or  the  laws  of  descent  or
distribution,  and, further, during the lifetime of the Optionee, the Option may
be exercised only by such Optionee.
        10. Termination of the Plan. This Plan shall terminate upon the close of
business on September  26, 2005 unless it shall have sooner  terminated by there
having been granted and fully exercised  Options  covering the entire  2,000,000
shares of Common Stock subject to this Plan.

        11.  Excercisability  of  Options.  Subject  to  Section 8  hereof,  the
Committee shall determine, at the time of each grant, the date or dates when the
Options  granted to any  Eligible  Person  pursuant  to this Plan  shall  become
exercisable. Notwithstanding anything to the contrary contained in the Plan, all
Options  shall  forthwith  become  immediately  exercisable  in  full  upon  the
consummation  of a sale of all or  substantially  all of the  assets or  capital
stock of the  Corporation  that has not been  approved by the Board of Directors
(whether  by  means  of  stock  sale,  asset  sale,  merger,   consolidation  or
otherwise);  provided,  however,  that,  to the  extent  the Fair  Market  Value
(determined as of the time an Option is granted) of ISOs granted to any Employee
hereunder  that would  become  exercisable  pursuant to the  provisions  of this
Section 11 exceeds $100,000,  then only such number of ISOs as shall have a Fair
Market Value of $100,000 or less shall become  immediately  exercisable  and the
balance shall be carried forward and become exercisable, in whole or in part, in
the next  calendar  year,  but only to the extent that the Fair Market  Value of
ISOs  granted to such  Employee by the  Corporation  and its  Subsidiaries  that
become exercisable  during such calendar year does not exceed $100,000,  and the
excess shall be similarly  carried forward to future  calendar years;  provided,
however,  that the  Committee  shall have the  discretion  to convert the excess
amount of such ISOs to non-ISOs in lieu of carrying forward such excess amounts.

        12. Procedure for Exercise and Payment for Shares. Exercise of an Option
shall  be made  by the  giving  of  written  notice  to the  Corporation  by the
Optionee.  Such written notice shall be deemed  sufficient for this purpose only
if delivered to the Corporation at its principal office and only if such written
notice  states  the number of shares  with  respect to which the Option is being
exercised  and,  further,  states the date, not more than ninety (90) days after
the date of such  notice,  upon  which  the  shares  of  Common  Stock  shall be
purchased and payment therefor shall be made. Payment for shares of Common Stock
purchased  pursuant  to  exercise  of an Option  shall be made at the  principal
offices of the  Corporation.  Upon the exercise of any Option in compliance with
the  provisions  of this Section 12 and upon receipt by the  Corporation  of the
payment  for the Common  Stock so  purchased,  together  with the payment of the
amount of any taxes  required  to be  collected  or  withheld as a result of the
exercise of this Option,  the Corporation shall deliver or cause to be delivered
to the Optionee so exercising an Option a certificate  or  certificates  for the
number of  shares  of  Common  Stock  with  respect  to which  the  Option is so
exercised and payment is so made. The shares of Common Stock shall be registered
in the name of the  exercising  Optionee,  provided  that, in no event shall any
shares of Common Stock of the  Corporation be issued  pursuant to exercise of an
Option until full payment  therefor  shall have been made as provided under this
Plan.  Payment  for shares of Common  Stock  issued  pursuant  to exercise of an
Option may be made,  at the  election of the  Optionee:  (i) in cash or by check
satisfactory  to the Committee,  (ii) through the delivery to the Corporation of
shares of Common  Stock owned by the  Optionee  (and for which the  Optionee has
good title free and clear of any liens and  encumbrances) or by reduction in the
number of shares of Common  Stock  issuable  upon such  exercise,  based in each
case,  on the Fair Market Value of the Common  Stock on the date of payment,  or
(iii) any  combination of the  foregoing.  The Optionee may elect to satisfy any
taxes  required to be  collected  or withheld as a result of the  exercise of an
Option by  reducing  the  number of shares of Common  Stock  issuable  upon such
exercise,  based on the Fair  Market  Value of the  Common  Stock on the date of
payment. For purposes of this paragraph,  the date of issuance shall be the date
upon which payment in full has been received by (or tendered to) the Corporation
as provided herein.

        13.  Requirements  of Law and of Certain  Agreements.  If any law or any
regulation of any commission or agency of competent  jurisdiction  shall require
the  Corporation or the  exercising  Optionee to take any action with respect to
the shares of Common Stock acquired by the exercise of an Option,  then the date
upon which the Corporation  shall issue or cause to be issued the certificate or
certificates  for the shares of Common Stock shall be postponed for a reasonable
period  to  permit  compliance  with  such  requirements  of law or  regulation.
Further, if requested by the Corporation,  at or before the time of the issuance
of the shares with  respect to which  exercise  of an Option has been made,  the
exercising  Optionee  shall  deliver  to the  Corporation  his  or  her  written
statement,  reasonably satisfactory in form and content to the Corporation, that
he or she  intends to hold the shares so  acquired  by him or her on exercise of
his or her  Option  for  investment  and not  with a view  to  resale  or  other
distribution  thereof to the public in violation of the  Securities Act of 1933,
as amended. Moreover, in the event that the Corporation shall determine that, in
compliance  with such Act or other  applicable  statutes or  regulations,  it is
necessary to register any of the shares of Common Stock with respect to which an
exercise of an Option has been made, or to qualify any such shares for exemption
from any of the  requirements  of such Act or any other  applicable  statute  or
regulation,  no Options may be  exercised  and no shares  shall be issued to the
exercising  Optionee for a reasonable  period to permit the  completion  of such
required  action.  An Optionee shall acquire none of the rights of a shareholder
of  the  Corporation   under  this  Plan  unless  and  until  a  certificate  or
certificates for shares are issued to him or her upon the exercise of Options.

        14.  Adjustments.  In the event of the declaration of any stock dividend
on  the  Common   Stock  or  in  the  event  of  any   reorganization,   merger,
consolidation, recapitalization,  stock-split, combination or exchange of shares
of Common Stock or like adjustment, the number of shares of Common Stock and the
class of shares of Common Stock  available  pursuant to this Plan and the number
and class of shares of Common Stock  subject to any Option  granted  pursuant to
this Plan,  and the Option  exercise  prices,  shall be adjusted by  appropriate
changes in this Plan and in any Options  outstanding  pursuant to this Plan. New
stock options may be issued or assumed in a transaction  to which Section 424(a)
of the Code  applies.  Any such  adjustment  to the Plan or to Options or Option
exercise  prices  shall  be made by  action  of the  Board of  Directors  or the
Committee,  as the  case  may  be,  whose  determination  shall  be  conclusive;
provided,  however,  that if such  Option is an ISO,  then such  Option  granted
pursuant  to this Plan  shall be so  adjusted  as to  continue  to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

        15. Amendment or  Discontinuance of the Plan. The Committee may, insofar
as  permitted  by law,  amend,  suspend,  or  discontinue  this Plan at any time
without  restriction;  provided,  however,  that the  Committee may not alter or
amend or  discontinue  or revoke or  otherwise  impair  (or  change any terms or
provisions  which  would  otherwise  have been  applicable  to) any  outstanding
Options  which  have  been  granted  pursuant  to this  Plan  and  which  remain
unexercised,  except  in  the  event  of  a  merger,  reorganization,  or  other
adjustment referred to in Section 14 above, or except in the event that there is
secured the written consent of the holder of the outstanding  Option proposed to
be so  altered  or  amended  and,  without  approval  of the  shareholders,  the
Committee  may not  amend,  alter or revise the Plan to  increase  the number of
shares subject to the Plan.

     16.  Governing  Law. The  provisions  of this Plan shall be governed by the
internal laws of the State of  Connecticut,  without giving effect to principles
governing conflicts of law.

<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

We consent to the  incorporation  by reference in  registration  statement  Nos.
33-16857  and  33-17488  (on Form S-8) and 33-16856 (on Form S-3) of our report,
dated September 20, 1996 on the consolidated  financial  statements of The Dress
Barn,  Inc.  and  subsidiaries  in the  Annual  Report on Form 10-K for the year
ended July 27, 1996.

Stamford, Connecticut
September 20, 1996