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

For the fiscal year ended July 26, 2003           Commission file number 0-11736

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

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

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

                                 (845) 369-4500
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:
                               Title of each class
                           Common Stock $.05 par value

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

Indicate if disclosure of delinquent  filers  pursuant to Item 405 of Regulation
S-K  is not  contained  herein,  and  will  not be  contained,  to the  best  of
registrant's  knowledge,  in the definitive  proxy  incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [ ].

Indicate by check mark whether the registrant is an accelerated  filer.  Yes [X]
No [ ].

As of October 15, 2003, 29,245,284 shares of common shares were outstanding. The
aggregate  market  value of the common  shares  (based upon the October 15, 2003
closing price of $14.25 on the NASDAQ Stock Market) of The Dress Barn, Inc. held
by  non-affiliates  was approximately  $305.4 million.  For the purposes of such
calculation, all outstanding shares of Common Stock have been considered held by
non-affiliates,  other than the 7,813,844 shares beneficially owned by Directors
and  Executive  Officers  of the  registrant.  In making such  calculation,  the
registrant  does not  determine  the  affiliate or  non-affiliate  status of any
shares for any other purpose.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on November 19, 2003 are incorporated into Parts I and
III of this Form 10-K.

                                   Cover Page
<PAGE>

                              THE DRESS BARN, INC.
                                    FORM 10-K
                         FISCAL YEAR ENDED JULY 26, 2003
                                TABLE OF CONTENTS

PART I                                                                      PAGE
         Item 1  Business
                       General                                                 3
                       Company Strengths and Strategies                        3
                       Merchandising                                           6
                       Buying and Distribution                                 7
                       Store Locations and Properties                          8
                       Operations and Management                              10
                       Advertising and Marketing                              11
                       Management Information Systems                         11
                       Trademarks                                             11
                       Employees                                              12
                       Seasonality                                            12
                       Forward-Looking Statement and Factors Affecting Future
                         Performance                                          12
         Item 2  Properties                                                   14
         Item 3  Legal Proceedings                                            15
         Item 4  Submission of Matters to a Vote of Security Holders          16
         Item 4A Executive Officers of the Registrant                         16

PART II
         Item 5  Market for Registrant's Common Stock and
                     Related Security Holders Matters                         18
         Item 6  Selected Financial Data                                      19
         Item 7  Management's Discussion and Analysis of
                     Financial Condition and Results of Operations            20
         Item 7A Quantitative and Qualitative Disclosures About Market Risk   26
         Item 8  Financial Statement and Supplementary Data                   26
         Item 9  Changes in and Disagreements with Accountants
                     on Accounting and Financial Disclosure                   26

PART III
         Item 10 Directors and Executive Officers of the Registrant           27
         Item 11 Executive Compensation                                       27
         Item 12 Security Ownership of Certain Beneficial Owners
                     and Management                                           27
         Item 13 Certain Relationships and Related Transactions               27
         Item 14 Controls and Procedures                                      27
         Item 15 Principal Accountant Fees and Services                       27

PART IV
         Item 16 Exhibits, Financial Statement Schedules and Reports
                                    on Form 8-K                               28

<PAGE>

                                     PART I

ITEM 1.  BUSINESS


General


     The Dress Barn, Inc.  (including The Dress Barn, Inc. and it's wholly-owned
subsidiaries  (the  "Company"))  operates a chain of women's  apparel  specialty
stores.  The stores,  operating  principally  under the names  "Dress  Barn" and
"Dress Barn  Woman",  offer  in-season,  moderate to better  quality  career and
casual fashion to the working woman at value prices. The Company  differentiates
itself from (i) off-price retailers by its carefully edited selection of unique,
in-season,  first-quality  merchandise,  service-oriented  salespeople  and  its
comfortable shopping  environment,  (ii) department stores by its value pricing,
customer  service and  convenient  locations and (iii) other  specialty  apparel
retailers by its unique, lifestyle-oriented merchandise and its continuous focus
on  Dress  Barn's  target  customer.  As part of this  focus,  the  Company  has
successfully developed its own brand, which constituted virtually all of its net
sales for the fiscal year ended July 26, 2003 ("fiscal 2003").


     The Company  operates  primarily  combination  Dress  Barn/Dress Barn Woman
stores ("Combo Stores"), which carry both Dress Barn and larger-sized Dress Barn
Woman  merchandise,  as well as  freestanding  Dress  Barn and Dress  Barn Woman
stores.  As of July 26, 2003,  the Company  operated 772 stores in 44 states and
the District of Columbia,  consisting of 521 Combo Stores, 194 Dress Barn stores
and 57 Dress Barn  Woman  stores.  The Dress  Barn and Dress  Barn Woman  stores
average  approximately 4,500 and approximately 4,000 square feet,  respectively,
and the Combo Stores average approximately 8,500 square feet.


Company Strengths and Strategies


     Dress Barn strives to be the preferred career and casual women's  specialty
store for the moderate customer (size 4 to 24), providing differentiated current
fashion  merchandise at value prices in a comfortable  easy to shop  environment
with  a  strong  focus  on  customer   service.   The  Company   caters  to  the
time-pressured  working women who want their shopping trips to be efficient.  To
accommodate  this customer,  the Company locates its stores  primarily in nearby
strip  shopping  centers and  operates  most of these  stores seven days and six
nights a week.  The Company seeks to maintain a distinct  fashion point of view,
with unique  merchandise  not found at other  stores,  editing  its  assortments
frequently,  in accordance with its targeted  customer's tastes.  Merchandise is
arranged conveniently by lifestyle and category. Customers develop a high degree
of  confidence  that  they  will  quickly  find  the  styles  that  match  their
preferences.  This, along with attentive service, which Dress Barn is known for,
helps to create a loyal repeat customer.


     The Company same store sales have declined in each of the past three fiscal
years,  with total sales  declining  in fiscal  2003 versus the prior year.  The
Company's  strategy to reverse this trend is to increase customer traffic to its
store  locations  by (a) bringing  into its stores more unique,  fashion-forward
quality  merchandise  not found at its competitors  while  maintaining its value
prices,  (b)  investing  in  technology  and  training  to enhance  its  already
well-known  friendly  customer  service and the product  knowledge  of its sales
associates  and  (3)  increasing  its  marketing  and  advertising  budget  as a
percentage  of sales,  to focus on  communicating  the brand,  as an image and a
lifestyle,  and on special  promotions  and  rewards to  current  and  potential
customers and its Dress Barn credit card holders.


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

<PAGE>

     Since the  Company's  formation  in 1962,  Dress Barn has  established  and
reinforced  its image as a source of fashion  and value,  focusing on its target
customer - fashion minded  working women.  The Company has built its brand image
as a core resource for a lifestyle-oriented, stylish, value-priced assortment of
career and casual fashions  tailored to its customers' needs. The Company's over
770 store locations in 44 states provide it with a nationally  recognized  brand
name. The Company has developed  long-standing  relationships  with its existing
customers, enjoying strong customer loyalty.


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


     Over the past several years,  the Company has been gradually  repositioning
itself to appeal to a more fashion  conscious  customer  while  maintaining  the
Company's focus on its target customer.  This  repositioning  includes enhancing
the  existing  Dress  Barn  image,  building  brand  awareness  through  various
marketing  and  advertising  campaigns,  adopting  a new  logo  and  creating  a
personality  and a  voice  for the  Dress  Barn  brand  and  communicating  this
friendlier,   more  feminine  spirit  to  customers,   potential  customers  and
associates.  To enhance the  development  of the Dress Barn  brand,  the Company
changed and updated its in-store  graphics,  and developed a new prototype store
design. During this period, the Company has expanded the use of its dressbarn(R)
label to virtually all its merchandise offerings, emphasizing quality, value and
fashion.


     The Company engaged a national  market  research firm to conduct  extensive
customer surveys to better understand its customers,  their concerns and issues,
as well as those who have never shopped or used to shop Dress Barn. In September
2002, the Company hired Vivian Behrens as Senior Vice President,  Marketing. Ms.
Behrens  previously held senior  marketing  positions at Avon, The Limited Inc.,
and Charming Shoppes,  Inc., and was formerly a member of the Company's Board of
Directors.  Ms.  Behrens  is  responsible  for all of the  Company's  marketing,
including  brand  development  and brand  image  campaigns,  advertising,  sales
promotion  and  the  internet.  Current  plans  seek  to  gradually  change  the
perception  of Dress Barn and enhance the  Company's  branding  and  advertising
strategy. In fall 2003, the Company has initiated a comprehensive national brand
image campaign to strengthen brand awareness as well as bring new customers into
its stores.


     The  Company's   merchandise  offerings  reflect  a  focused  and  balanced
assortment of career and casual fashions tailored to its customers' demands. The
Company believes it offers its customers unique  merchandise,  generally fashion
forward  with  constantly  updated  looks and colors.  The  merchandise  mix has
evolved to a more updated contemporary style, shifting in focus from structured,
career  looks to softer  outfit  dressings  and  assortments.  The  Company  has
upgraded its fabrications,  offering value,  style and fashion while maintaining
its quality and price  points.  The Company  attempts to insure its  merchandise
sizes  are  true,  with  consistent  sizing,   easy  to  care  for  and  quality
construction.


     The Company's  stores reflect newness and fashion,  with key items in depth
accented by six floorset  changes a year.  Stores receive  shipments daily for a
constant flow of new looks to keep the assortments fresh and exciting. Lifestyle
merchandising  is key;  emphasizing  mix and match outfit dressing within strong
color  stories.  The Company has a new store  design that  features an easier to
shop  layout,  warmer  colors and new wood  fixtures  for  enhanced  merchandise
presentation.  During  fiscal  2003,  the Company  updated to this new design or
remodeled  approximately  100  stores;  the  Company  plans to update or remodel
approximately  100 of its store locations during its fiscal year ending July 31,
2004 ("fiscal 2004").

<PAGE>

     Dress Barn continues to invest in technology to improve  merchandising  and
customer service, reduce costs and enhance productivity.  The Company utilizes a
field  information  system for all its Regional and District  Sales Managers via
laptop computers,  providing sales,  inventories and other operational data. The
Company recently  upgraded its back-office store system software to include such
features as  inventory  scanning,  quick credit  approval for new  applications,
automated new hire entry and store email.  The Company  utilizes a DVDi Learning
Management  System (LMS),  where  customer  service  associates are able to take
tests  and  the  Company  plans  to  have  the  results  tracked  centrally  for
consistency  across  all of its  stores.  The  Company  is  upgrading  its store
locations'  cash  register  software and  hardware to an  enhanced,  easy to use
system,  expecting implementation in stages starting in late fiscal 2004. One of
the  primary  goals of the new  system  is to be  extremely  user-friendly.  The
Company's  distribution center systems continue to be refined to reduce per-unit
distribution costs.


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


     The  Company  continually  seeks  to  reduce  costs in all  aspects  of its
operations and to create  cost-consciousness at all levels. The Company believes
that its highly liquid cash and investments  and its internally  generated funds
provide a competitive advantage that enables the Company to pursue its long-term
strategies   regarding   new  stores,   capital   expenditures   and   potential
acquisitions.  The  Company  believes  the  repurchase  of its common  shares is
consistent with its goal of maximizing  shareholder value. During the past three
years the Company has repurchased a total of 9.4 million shares,  utilizing over
$137 million of its internally generated funds.


     In January 2003, the Company, through a wholly owned subsidiary,  purchased
for approximately $45.3 million a  distribution/office  facility in Suffern, New
York (the  "Suffern  facility"),  of which the major  portion  is the  Company's
corporate  offices  and  distribution  center.  The  acquisition  of the Suffern
Facility provides  flexibility for future expansion and is expected to result in
significant savings in its home office and distribution center occupancy costs.


     Based on the economic success of its larger size Combo Stores,  most fiscal
2004 store  openings  will be Combo Stores  between 7,000 and 9,000 square feet.
Combo Stores provide the Company with greater presence in shopping centers, give
the Company more  leverage in  negotiating  lease  terms,  enable the Company to
achieve  lower  operating  cost  ratios  and  offer  increased   flexibility  in
merchandise  presentation.  The Company has in the past also purchased locations
from  bankrupt  retailers,  some of which  were too  small  for a Combo and were
opened as  freestanding  locations.  Of the 46 stores the Company  opened during
fiscal 2003, 39 were Combo  locations  and 7 were  freestanding  locations.  The
Company has an ongoing  program of converting its older  freestanding  stores to
Combo Stores.  Six stores were converted to Combo stores during fiscal 2003. The
Company expects to continue to open stores  primarily in strip centers,  as well
as in downtown and outlet  locations.  In fiscal 2004, the Company plans to open
approximately 60 new stores and convert 5 to 10 existing stores to Combo Stores,
including expanding into new markets.

<PAGE>

     In conjunction with its strategy of adding mostly Combo Stores, the Company
continues to close or relocate its underperforming  locations and closed 28 such
locations during fiscal 2003,  compared to 32 closed in fiscal 2002. The Company
also plans to close  approximately  30 more such  locations in fiscal 2004.  The
Company  has the  option  under a  substantial  number  of its  store  leases to
terminate the lease at little cost if specified  sales volumes are not achieved,
affording  the Company  greater  flexibility  to close  certain  underperforming
stores.  The Company's  continued opening of new stores,  net of store closings,
resulted in an aggregate store square footage increase of approximately  4.5% in
fiscal 2003,  after a 6% increase in fiscal  2002.  Net of store  closings,  the
Company  currently  plans to increase  its  aggregate  store  square  footage by
approximately 5% in fiscal 2004.


     The Company's marketing programs focus on developing stronger relationships
with its existing customers, increasing their loyalty by making them feel better
about Dress Barn. Concurrently, the programs try to create awareness among those
who are not already  customers and inspire them to visit its stores and see what
Dress Barn has to offer.  One major  asset is the Dress Barn credit  card;  with
almost 2.3 million  cardholders,  giving the Company the ability to  communicate
with and reward its best  customers.  The credit  card  purchasing  information,
combined  with  transactional  data from the  stores,  has  created  a  customer
database  for our  customer  relationship  management  ("CRM")  system.  The CRM
database tracks customer transactions, with the ability to target customers with
specific offers and promotions,  including coupons, pre-sale announcements,  and
special events.  The CRM database is used for the Company's direct mail program,
providing  more  productive  direct  mail lists as well as  targeting  potential
customers  within each  store's  trading  area and for new  stores.  The Company
believes  these  efforts  can  lead to new  customers  as  well as a more  loyal
customer base. The Company  believes it complies with current  consumer  privacy
rules and regulations for the protection of its customers.


     Due  to the  continued  operating  losses  of its  catalog  and  e-commerce
operations  and  significant   weaknesses  in  its  new  fulfillment  and  order
processing  software,   the  Company  suspended  all  mailing  of  catalogs  and
e-commerce sales in November 2001. The Company briefly resumed selling a limited
assortment of merchandise via its web site (www.dressbarn.com) and via telephone
during fiscal 2003 with little success.  Accordingly,  the Company suspended all
e-commerce  activity  except  the  selling of gift  certificates  and has chosen
instead to focus its internet site on reinforcing store promotions and providing
store and product  information,  helping to drive store traffic and  communicate
with its retail customers.


Merchandising


     Virtually all  merchandising  decisions  affecting the Company's stores are
made centrally.  Day to day store  merchandising is under the direction of Keith
Fulsher,  the  General  Merchandise  Manager,  and  six  additional  merchandise
managers. The Company utilizes a Visual Merchandising  Department to communicate
various floorsets and presentations to the stores. The Company generally has six
complete  floorset changes per year to keep its merchandise  presentation  fresh
and  exciting.  There is a  constant  flow of new  merchandise  to the stores to
maintain newness. Store prices and markdowns are determined centrally but may be
adjusted locally in response to competitive situations.  Generally, the majority
of the merchandise sold by the Company is uniformly carried by all stores,  with
a percentage  varied by management  according to regional or consumer  tastes or
the volume of a particular  stores. To keep merchandise  seasonal and in current
fashion,  inventory is reviewed weekly and markdowns are taken as appropriate to
expedite selling. The Company offers first-quality,  in-season merchandise, with
approximately  65%  of the  Company's  sales  volume  derived  from  sportswear,
including sweaters,  knit and woven tops, pants and skirts. The remainder of the
Company's  sales  volume  consists of dresses,  suits,  blazers,  outerwear  and
accessories.  Dress  Barn  Woman  merchandise  features  larger  sizes of styles
similar to Dress Barn  merchandise.  The Company's  Petite  departments  feature
merchandise  similar to Dress Barn  merchandise in petite sizes.  In addition to
the Company's  broad  assortment of career and casual wear,  the Company  offers
other items including in selected stores hosiery,  handbags and shoes. There are
separate merchandising teams for Dress Barn and Dress Barn Woman.


<PAGE>


     The Company's direct sourcing of its merchandise  improves its control over
the flow of  merchandise  into its  stores  and  enables  the  Company to better
specify quantities, styles, colors, size breaks and delivery dates. In addition,
the Company  believes its direct sourcing  provides it with more  flexibility by
allowing for higher initial mark-ons.  The Company believes it has the expertise
to execute its brand strategy due to its extensive  experience  sourcing  goods,
its position as a merchandiser of established fashions, and its prior experience
with private brands. Virtually all of the Company's sales are generated from its
private brand labels.


     The  Company  continues  to expand the  number of its stores  with shoe and
petite-size  departments.  As of July 26, 2003, 314 stores had shoe  departments
and 160 stores featured petites.


Buying and Distribution


     Buying is conducted on a  departmental  basis for Dress Barn and Dress Barn
Woman by the Company's staff of over 45 buyers and assistant  buyers  supervised
by the General  Merchandise  Manager and six merchandise  managers.  The Company
also uses  independent  buying  representatives  in New York and  overseas.  The
Company obtains its merchandise from  approximately  200 vendors,  and no vendor
accounted  for over 5% of the  Company's  purchases.  In  fiscal  2003,  imports
accounted for over 50% of merchandise purchases and no vendor accounted for over
5% of the  Company's  import  purchases  Typical  lead times for the  Company in
making purchases from its vendors range from  approximately  one month for items
purchased  domestically  versus  up to  six  months  for  merchandise  purchased
overseas.


     All  merchandise  for its stores is received  from vendors at the Company's
central  warehouse and distribution  facility in Suffern,  New York, where it is
inspected,  allocated  and  shipped to its stores.  The Company  uses its strong
relationships  with vendors to lower its operating costs by shifting freight and
insurance costs to the vendors and typically  requires them to provide ancillary
services.  For example, over 90% of the Company's merchandise is pre-ticketed by
vendors  and over half of the  hanging  garments  purchased  by the  Company are
delivered on floor-ready  hangers. In addition,  45% of its merchandise receipts
are pre-packaged  for  distribution to stores,  which allows for efficiencies in
its distribution center by using cross-docking.


     The Company generally does not warehouse store merchandise, but distributes
it promptly to stores.  There are  instances  where the Company  does hold basic
merchandise  for future  distribution.  Turnaround  time  between the receipt of
merchandise  from the vendor and shipment to the stores is usually three days or
less, and shipments are made daily to most stores,  maintaining the freshness of
merchandise.  Because of such  frequent  shipments,  the  stores do not  require
significant storage space.


<PAGE>


<TABLE>
Store Locations and Properties


         As of July 26, 2003, the Company operated 772 stores in 44 states and
the District of Columbia. 482 of the stores were conveniently located in strip
centers and 239 stores were located in outlet centers. During fiscal 2003, no
store accounted for as much as 1% of the Company's total sales. The table below
indicates the type of shopping facility in which the stores were located:


<CAPTION>
                                                                                   Dress Barn
                                                              Dress Barn                Woman              Combo
      Type of Facility                                            Stores               Stores             Stores            Total

<S>                                                                <C>                   <C>               <C>              <C>
Strip Shopping Centers (1)                                           118                   28                336              482
Outlet Malls and Outlet Strip Centers                                 53                   25                161              239
Free Standing, Downtown and Enclosed Malls                            23                    4                 24               51(2)

Total                                                                194                   57                521              772

<FN>
(1) Includes locations previously classified as outlets where the landlord
converted the shopping center from an outlet center to a non-outlet (Strip)
center.
(2) Includes 29 downtown locations
</FN>
</TABLE>



         The table on the following page indicates the states in which the
stores operating on July 26, 2003 were located, and the number of stores in each
state:


<PAGE>


Location                           DB                DBW              Combos
                               -------            -------              ------
Alabama                             -                  -                   7
Arizona                             1                  -                   9
Arkansas                            -                  -                   3
California                         19                  2                  27
Colorado                            3                  1                  10
Connecticut                         6                  3                  22
District of Columbia                2                  1                   1
Delaware                            2                  1                   3
Florida                            11                  2                  15
Georgia                             3                  1                  21
Idaho                               -                  -                   2
Illinois                            2                  1                  28
Indiana                             4                  -                  11
Iowa                                -                  -                   6
Kansas                              -                  -                   5
Kentucky                            2                  -                   7
Louisiana                           -                  -                   7
Maine                               2                  1                   -
Maryland                            6                  3                  19
Massachusetts                      10                  2                  26
Michigan                            7                  1                  22
Minnesota                           1                  -                  11
Mississippi                         -                  -                   6
Missouri                            5                  2                  14
Nebraska                            -                  -                   4
Nevada                              1                  -                   5
New Hampshire                       1                  -                   5
New Jersey                         18                  8                  19
New Mexico                          -                  -                   1
New York                           25                  5                  37
North Carolina                      9                  5                  17
Ohio                                4                  1                  18
Oklahoma                            -                  -                   2
Oregon                              2                  2                   4
Pennsylvania                       20                  6                  20
Rhode Island                        1                  -                   3
South Carolina                      4                  2                   8
Tennessee                           3                  2                  11
Texas                               5                  1                  42
Utah                                0                  0                   5
Vermont                             -                  -                   2
Virginia                           12                  3                  21
Washington                          2                  1                   5
West Virginia                       -                  -                   2
Wisconsin                           1                  -                   8

Total                             194                 57                 521



<PAGE>

Operations and Management


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

     The  Company's  stores are  designed to create a  comfortable  and pleasant
shopping  environment for its customers.  Merchandise and displays at all stores
are set up according to uniform guidelines and plans distributed by the Company.
The Company's  merchandise is carefully  arranged by lifestyle  category  (e.g.,
career,  casual and  weekend  wear) for ease of  shopping.  The stores also have
private fitting rooms, drive aisles, appealing lighting,  carpeting,  background
music and centralized cashier desks. Strategically located throughout the stores
are "lifestyle"  posters showing the customer models wearing outfits coordinated
from among the stores' fashion  offerings.  The Company has updated its interior
graphics and racktop  signs in all its stores for a more open and easier to shop
environment.  During fiscal 2003 the Company  remodeled or updated the design of
approximately  100 of its  existing  stores  and plans  over time to update  its
remaining stores, another approximately 100 of which are planned to be update or
remodel in fiscal 2004.

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

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

     Almost 70% of the Company's  sales in fiscal 2003 versus 66% in fiscal 2002
were paid for by credit card,  with the  remainder  being paid by cash or check.
This  increase was partially  due to the  Company's  increased  promotion of the
Dress Barn card.  Consistent with the other credit cards it accepts, the Company
assumes no credit risk with respect to the Dress Barn card but pays a percentage
of sales as a service charge. As of July 26, 2003, the number of cardholders was
approximately 2.3 million. The average transaction on the Dress Barn credit card
during fiscal 2003 was  approximately  30% greater than the average of all other
transactions and represented approximately 20% of the Company's sales.

     Virtually  all of the Company's  stores are open seven days a week.  Stores
located in strip and outlet centers  conform to the hours of other stores in the
center and are open most evenings.



<PAGE>



Advertising and Marketing


     The  Company  primarily  uses  direct  mail and  select  magazines  for the
majority of its marketing and  advertising.  Until 2003,  the Company  primarily
relied on newspaper advertising,  with weekly advertising describing the current
promotions and merchandise  focuses. As the lifestyles of its customers changed,
the Company  determined  it was more cost  effective  to utilize  direct mail to
communicate   its   promotions  and   merchandise   focuses  to  its  customers,
supplemented  with  selected  "image"  advertising  in national  magazines.  The
Company has increased  and  continues to increase its direct mail  program.  The
Company  utilizes a customer  relationship  management  ("CRM") program to track
customer  transactions  and use as a basis  for its  direct  mail  efforts.  The
Company believes focused,  targeted marketing  utilizing direct mail is the most
effective means to reach and build  relationships  with its customers as well as
drive customers into its stores.

     The Company also utilizes  select  national  advertising,  including  major
lifestyle  magazines,  to build  its  brand  image  as a  primary  source  for a
lifestyle-oriented,  fashionable,  value-priced  assortment of career and casual
fashions  tailored to its  customers'  needs.  The  national ads are designed to
create  awareness  of the  dressbarn(R)  brand and  increase  the loyalty of our
existing  customers by making them feel better about  dressbarn(R) and its brand
philosophy.


Management Information Systems


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


     The Company's merchandising system tracks merchandise from the inception of
the purchase order,  through  receipt at the  distribution  center,  through the
distribution  planning process,  and ultimately to the point of sale. To monitor
the  performance  of various  styles,  management  reviews  sales and  inventory
levels,  organized by department,  class,  vendor,  style,  color and store. The
system enables the Company to mark down  slow-moving  merchandise or efficiently
transfer it to stores  selling  such items more  rapidly.  The Company  analyzes
historical  hourly and  projected  sales trends to  efficiently  schedule  store
personnel,  minimizing  labor costs while  allowing for a high level of customer
service.  The Company believes that investments in technology  enhance operating
efficiencies  and position Dress Barn for future growth.  The Company utilizes a
DVDi Learning  Management  System (LMS),  where customer service  associates are
able to take tests for consistency  across all of its stores. The LMS system was
part of the new back-office store system which also included  automated time and
attendance,  quicker processing of credit card applications and integrated email
and messaging.


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  (Dress  Barn(R) and Westport  Ltd.(R)).  During  fiscal  2003,  the
Company filed  applications to register a number of additional  trademarks,  the
most significant  being  dressbarn(R) and its new logo. The Company believes its
Dress  Barn(R) and  dressbarn(R)  trademarks  are  materially  important  to its
business.  The Company  operates a small number of outlet stores under the names
Westport Ltd.(R) and SBX.


<PAGE>


Employees


     As of July 26, 2003, the Company had approximately  9,100 employees of whom
approximately  5,500  worked  part time.  A number of  temporary  employees  are
usually added during the peak selling periods.  None of the Company's  employees
are covered by any collective  bargaining  agreement.  The Company considers its
employee relations to be good.


Seasonality


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


Forward-Looking Statements and Factors Affecting Future Performance


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


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


     The Company competes  primarily with department  stores,  specialty stores,
discount stores, mass merchandisers and off-price retailers,  many of which have
substantially greater financial, marketing and other resources than the Company.
Many  department  stores  offer a  broader  selection  of  merchandise  than the
Company.  In addition,  many  department  stores  continue to be promotional and
reduce their selling  prices,  and in some cases are  expanding  into markets in
which the Company has a significant  market  presence.  The Company's  sales and
results   of    operations    may   also   be   affected   by   closeouts    and
going-out-of-business  sales by other women's apparel retailers. The Company may
face periods of strong  competition  in the future,  which could have an adverse
effect on its financial results.



<PAGE>



     The Company's  success is largely dependent on the efforts and abilities of
its senior  management  team.  During  fiscal 2002,  the Company  promoted a key
member of its  management  team,  David Jaffe to President  and Chief  Executive
Officer from Chief Operating  Officer.  During fiscal 2002 the Company  promoted
Keith Fulsher to Senior Vice  President and General  Merchandising  Manager.  In
addition,  during  fiscal 2003 the Company  hired Vivian  Behrens as Senior Vice
President, Marketing. The Company's results of operations may be impacted by the
effect, if any, of these changes on its day-to-day operations, merchandising and
store  activities,  marketing  efforts,  growth  plans and  ability to  continue
servicing its existing customer base.


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


     The  expansion  of the  Dress  Barn(R)  brand to the  virtually  all of the
Company's  merchandise  offerings and the expanded marketing campaign to promote
the  Company's  brand and  image may not  generate  positive  reaction  from its
customers  and may not  increase  sales.  Failure of the Company to maintain its
existing  customer base or the failure to attract new  customers may  negatively
impact sales and profits.


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


     The  Company  imports  a  significant   portion  of  its  merchandise  from
manufacturers  in Asia,  the Middle East and  Africa,  among  others.  Importing
involves risks  including  potential  disruptions  such as the recent West Coast
Longshoreman's work stoppage,  economic and political problems in countries from
which  merchandise  is  imported,  and  duties,  tariffs  and quotas on imported
merchandise.  The  Company's  ability  to manage  the  importing  of goods  from
overseas,  their  production,   timing  of  deliveries  and  US  Customs-related
compliance is an important component of its merchandising  strategy.  Failure of
the Company to manage its import  activities would have an adverse effect on the
Company's financial condition and results of operations.


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


<PAGE>


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


ITEM 2.  PROPERTIES


     The Company leases all its stores.  Store leases  generally have an initial
term  ranging  from 5 to 10 years with one or more 5-year  options to extend the
lease. The table below,  covering all stores operated by the Company on July 26,
2003,  indicates the number of leases expiring  during the period  indicated and
the number of expiring leases with and without renewal options:

                         Leases        Number with          Number Without
Fiscal Years            Expiring      Renewal Options       Renewal Options

2003                      137                81                  56
2004                      138               107                  31
2005                      115               104                  11
2006-2008                 235               208                  27
2009 and thereafter       157               143                  14
                          ---               ---                 ---

Total                     772               643                 139
                          ---               ---                 ---


     New store leases  generally  provide for a base rent of between $15 and $25
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 26, 2003,  and excluding  locations  acquired  after July 26, 2003,  for
fiscal 2004 are approximately  $87.4 million.  In addition,  the Company is also
responsible  under  its  store  leases  for it's pro rata  share of  maintenance
expenses and common charges in strip and outlet centers.


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


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



<PAGE>



     The Company leases its 510,000 square foot office and  distribution  center
in Suffern, New York from Dunnigan Realty, LLC, a wholly-owned  subsidiary which
was formed  solely to  purchase,  own and  operate the entire  Suffern  Facility
including the portion occupied by the Company.  The Suffern facility consists of
approximately  65 acres of land, with a current total of  approximately  900,000
square feet of rentable  distribution and office space, the majority of which is
occupied by the Company.  The remainder of the rentable  square  footage is 100%
leased through 2012. The Company's  lease with Dunnigan  Realty,  LLC expires in
2023,  which  coincides with the term of the  underlying  mortgage that Dunnigan
Realty,  LLC  utilized to finance the  purchase  of the  Suffern  facility.  The
Dunnigan  Realty,  LLC mortgage loan (the  "mortgage")  is  collateralized  by a
mortgage lien on the Suffern facility. Payments of principal and interest on the
mortgage, which is a 20-year fully amortizing loan with a fixed interest rate of
5.33%, net of closing costs, are due monthly through July 2023. Dunnigan Realty,
LLC  receives  rental  income  and  reimbursement  for  taxes  and  common  area
maintenance  charges from the Company and two additional tenants that occupy the
Suffern  facility that are not  affiliated  with the Company.  The rental income
from the other tenants is shown as "other income" on the Company's  Consolidated
Statements  of Earnings.  All  intercompany  transactions  are  eliminated.  The
Company  leases from  Dunnigan  Realty,  LLC 510,000  square feet,  with 100,000
square feet of office space and the remainder used for merchandise distribution.
Management believes the portion of the Suffern facility that it currently leases
is  sufficient  to meet its current  needs and current  expansion  plans for its
stores. In addition,  the Suffern facility includes 16 acres of undeveloped land
that is pre-approved for a 200,000 square foot warehouse facility.


ITEM 3.  LEGAL PROCEEDINGS


     On May 18, 2000, Alan M. Glazer,  GLZR  Acquisition  Corp. and Bedford Fair
Industries,  Ltd.  commenced an action against the Company in the Superior Court
of Connecticut,  Stamford Judicial District,  seeking  compensatory and punitive
damages in an unspecified  amount for alleged unfair trade practices and alleged
breach of contract  arising out of negotiations  before Bedford Fair Industries'
Chapter 11 bankruptcy  filing for the  acquisition  of the Bedford Fair business
which the Company never concluded.

     On April 10,  2003,  after a trial in the  Superior  Court of  Connecticut,
Waterbury  District,  a jury  returned a verdict of $30 million of  compensatory
damages in the lawsuit  described above.  The court, on July 7, 2003,  entered a
judgment of  approximately  $32 million in  compensatory  damages and  expenses,
which is subject to  post-judgment  interest.  The trial court ruled against the
plaintiffs'  motion for any  punitive  damages  or  pre-judgment  interest.  The
Company  continues to strongly believe there is no merit in the jury verdict and
both sides have appealed.

     On March 17, 2003 the Company  was served  with a class  action  lawsuit in
California. This class action lawsuit is a wage and hour case and was brought on
behalf of all Managers, Assistant Managers and Associate Managers who worked for
Dress Barn in California  for the past four years.  The  complaint  alleges that
Dress  Barn  improperly   classified  these  employees  as  "salaried   exempt."
Plaintiff's  argument  is that if the  employee  spent 50% or more of their time
doing work similar to that done by hourly associates, they should be entitled to
overtime,  etc.  The  Company  does not  expect  the  outcome to have a material
adverse effect on the Company.

     Except  for  the  above  cases,   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.


<PAGE>


    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.



    ITEM 4A.  Executive Officers of the Registrant


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


Name                          Age           Positions

Elliot S. Jaffe                77           Chairman of the Board,
                                            Co-Founder and Director

David R. Jaffe                 44           President,
                                            Chief Executive Officer and Director

Vivian Behrens                 50           Senior Vice President
                                            Marketing

Armand Correia                 57           Senior Vice President and Chief
                                            Financial Officer

Keith Fulsher                  49           Senior Vice President
                                            And General Merchandise Manager

Eric Hawn                      53           Senior Vice President
                                            Store Operations

Elise Jaffe                    48           Senior Vice President
                                            Real Estate



<PAGE>



     Mr.  Elliot S. Jaffe was Chief  Executive  Officer of the Company from 1966
until February 2002.

     Mr. David R. Jaffe became President and Chief Executive Officer in February
2002. Previously he had been Vice Chairman, Chief Operating Officer and a member
of the Board of Directors  since September 2001. He had been Vice Chairman since
February  2001.  He  joined  the  Company  in 1992  as  Vice  President-Business
Development  and  became  Senior  Vice  President  in 1995  and  Executive  Vice
President  in 1996.  Mr.  Jaffe is the son of  Elliot S. and  Roslyn  S.  Jaffe,
Secretary, Treasurer and Director of the Company.

     Ms.  Behrens  started  with the  Company in  September  2002 as Senior Vice
President,  Marketing.  Previously,  Ms.  Behrens  was  President  of  Vivian  B
Consulting,  a  marketing  consultant  to several  retail and  consumer  product
companies.  She was Chief Executive  Officer of Posh & Sticks,  Ltd., a consumer
products  multi-channel  retailer,  from 1999 to 2000. From 1998 to 1999 she was
Senior Vice  President-Marketing  of the Foot Locker  Division of Venator,  Inc.
From 1994 to 1997 she was Vice  President-Marketing  of Charming  Shoppes,  Inc.
Previously  she  held  senior  marketing  positions  at  Limited  Inc.  and Avon
Products,  Inc.  and was formerly a member of the  Company's  Board of Directors
from 2001 to 2002.

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

     Mr. Fulsher became Senior Vice President and General Merchandise Manager of
the Company in February 2002. Previously,  Mr. Fulsher had been with the Company
for eight years, most recently as Merchandise Manager, Sportswear. Previously he
was  at  Macy's  for  18  years,  leaving  as  Group  Vice-President  of  Better
Sportswear.

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

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


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


Code of Ethics


     The company has  adopted a Code of Ethics for the Chief  Executive  Officer
and  Senior  Financial  Officers.  The Code of Ethics  for the  Chief  Executive
Officer  and  Senior  Financial  Officers  is posted on the  company's  website,
www.dressbarn.com (under the "Governance" caption) and is included as Exhibit 14
to the Form 10-K.  The  company  intends to satisfy the  disclosure  requirement
regarding  any  amendment  to, or a waiver of, a provision of the Code of Ethics
for the Chief Executive  Officer and Senior  Financial  Officers by posting such
information  on its website.  The Company  undertakes to provide to any person a
copy of this Code of Ethics upon request to the  Secretary of the Company at the
Company's principal executives offices.


<PAGE>

                                     PART II

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

<TABLE>
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 Company's Board of Directors approved a 2-for-1 stock split in the form
of a 100% stock dividend on the Company's issued and outstanding common stock in
May 2002.  The stock split was  distributed on May 31, 2002 to  shareholders  of
record on May 17, 2002. All historic share and per share  information  contained
in this report have been adjusted to reflect the impact of the stock split.

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

<CAPTION>
                                                       Fiscal 2003                        Fiscal 2002
                                                       Bid Prices                          Bid Prices
                                                   High           Low                  High          Low
Fiscal Period
<S>                                               <C>           <C>                   <C>           <C>
         First Quarter                              $15.90        $11.06                $12.20        $9.64
         Second Quarter                             $16.19        $13.09                $13.94       $10.83
         Third Quarter                              $15.00        $12.43                $15.62       $12.55
         Fourth Quarter                             $15.23        $12.20                $17.50       $12.14
</TABLE>


Number of Record Holders

     The number of record holders of the Company's common stock as of October 1,
2003 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.

Securities Authorized for Issuance Under Equity Compensation Plans

<TABLE>
     The following table summarizes our equity compensation plans as of July 26,
2003.
<CAPTION>

                                                                                                             Number of securities
                                                                                                              remaining available
                                                                                                              for future issuance
                                                                                                                 under equity
                                                                     Number of securities  Weighted average   compensation plans
                                                                       to be issued upon    exercise price        (excluding
                                                                          exercise of       of outstanding   securities reflected
                           Plan Category                              outstanding options       options         in column (a))
-----------------------------------------------------------------------------------------------------------------------------------

(a) (b) (c)
<S>                                                                    <C>                  <C>                <C>
Equity compensation plans approved by security holders                       2,950,495            $9.80              3,920,233
Equity compensation plans not approved by security holders                         ---              ---                    ---

                                                                     ..........................................................
Total                                                                        2,950,495            $9.80              3,920,233
                                                                     ==========================================================
</TABLE>


<PAGE>



<TABLE>
ITEM 6.  SELECTED FINANCIAL DATA
Dollars in thousands except per share
information
<CAPTION>
                                                                                 Fiscal Year Ended
                                                ------------------------------------------------------------------------------------
                                                        July 26,        July 27,         July 28,         July 29,         July 31,
                                                            2003            2002             2001             2000             1999
                                                ------------------------------------------------------------------------------------
<S>                                              <C>              <C>              <C>              <C>              <C>
     Net sales                                         $ 707,121        $717,136         $695,008         $656,174         $615,975
     Cost of sales, including
       occupancy and buying costs                        453,178         453,428          443,426          419,479          398,282
                                                ------------------------------------------------------------------------------------

     Gross profit                                        253,943         263,708          251,582          236,695          217,693

     Selling, general and
       administrative expenses                           192,466         186,375          180,991          165,336          150,897
     Depreciation & amortization                          20,856          23,508           23,916           21,164           23,104
     Litigation charge                                    32,000              --               --               --               --
                                                ------------------------------------------------------------------------------------

     Operating income                                      8,621          53,825           46,675           50,195           43,692

     Interest income- net
                                                           3,168           5,458            8,949            7,667            8,787
     Other income
                                                             779              --               --               --               --
                                                ------------------------------------------------------------------------------------

        Earnings before
          income taxes                                    12,568          59,283           55,624           57,862           52,479

     Income taxes                                          4,524          21,342           20,303           21,120           19,155
                                                ------------------------------------------------------------------------------------

        Net earnings                                    $  8,044         $37,941          $35,321          $36,742          $33,324
                                                ====================================================================================

  Earnings per share - basic (1)                          $  .26          $ 1.04            $ .97            $ .97            $ .78
                                                ====================================================================================
  Earnings per share - diluted (1)                        $  .25          $ 1.01            $ .94            $ .95            $ .77
                                                ====================================================================================

Balance sheet data:
     Working capital                                    $107,859        $230,959         $197,258         $159,105         $159,089
     Total assets                                       $422,963        $462,997         $411,560         $374,236         $363,579
     Long-term debt                                      $33,021              --               --               --               --
     Shareholders' equity                               $226,893        $334,253         $296,597         $259,561         $253,600

Percent of net sales:
     Cost of sales, including
       occupancy and buying costs                          64.1%           63.2%            63.8%            63.9%            64.7%
     Gross profit                                          35.9%           36.8%            36.2%            36.1%            35.3%
     Selling, general and
       administrative expenses                             27.2%           26.0%            26.0%            25.2%            24.5%
     Litigation charge                                      4.5%              --               --               --               --
     Operating income                                       1.2%            7.5%             6.7%             7.6%             7.1%
     Net earnings                                           1.1%            5.3%             5.1%             5.6%             5.4%

<FN>
(1) All earnings per share amounts reported above reflect the effect of the
2-for-1 stock split, distributed May 31, 2002.
</FN>
</TABLE>


<PAGE>


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


     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results  of  Operations  should  be  read  in  conjunction  with  the  financial
statements and accompanying notes appearing elsewhere in this report. As used in
this report,  the terms "fiscal 2003," "fiscal 2002," and "fiscal 2001" refer to
our  fiscal  years  ended  July 26,  2003,  July 27,  2002,  and July 28,  2001,
respectively.  Fiscal  2003,  fiscal  2002 and fiscal 2001 all  consisted  of 52
weeks.  The term  "fiscal  2004" refers to our fiscal year that will end on July
31, 2004.


Forward-Looking Statements

     Certain statements  contained in this Annual Report are forward-looking and
involve a number of risks and uncertainties.  Among the factors that could cause
actual results to differ  materially are, but are not limited to, the following:
general  economic  conditions  and  consumer  confidence,  including  consumers'
reaction  to global  political  instability;  competitive  factors  and  pricing
pressures,  including the  promotional  activities of  department  stores,  mass
merchandisers and other specialty chains;  changes in levels of store traffic or
consumer apparel buying patterns; import risks, including potential disruptions,
an increase in the rate of import  duties or export  quotas and  increased  U.S.
Customs regulation of importing activities, effectiveness of the Company's brand
awareness and marketing  programs,  economic and political problems in countries
from which merchandise is imported,  and duties,  tariffs and quotas on imported
merchandise;  the Company's ability to predict fashion trends; the availability,
selection and purchasing of attractive  merchandise on favorable terms;  adverse
weather  conditions;  inventory  risks due to shifts in market  demand and other
factors that may be described in the Company's  filings with the  Securities and
Exchange Commission. The Company does not undertake to publicly update or revise
the  forward-looking  statements  even if experience  or future  changes make it
clear  that the  projected  results  expressed  or implied  therein  will not be
realized.


Critical Accounting Policies and Estimates

     The Company's accounting policies are more fully described in Note 1 of the
Notes to Consolidated Financial Statements. Management's discussion and analysis
of the Company's  financial  condition and results of operations  are based upon
the Company's  consolidated  financial  statements,  which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The preparation of these financial  statements requires the Company to
make  estimates  and  judgments  that  affect  the  reported  amounts of assets,
liabilities,  revenues and  expenses,  income taxes and related  disclosures  of
contingent  assets and liabilities.  On an ongoing basis, the Company  evaluates
estimates,  including  those  related  primarily  to  inventories,  investments,
long-lived assets,  income taxes,  claims and contingencies and litigation.  The
Company  bases its  estimates  on  historical  experience  and on various  other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions. Management believes the following accounting principles are the most
critical  because they involve the most significant  judgments,  assumptions and
estimates used in preparation of the Company's financial statements.

Revenue Recognition
     While the  Company's  recognition  of revenue does not involve  significant
judgment,  revenue recognition  represents an important accounting policy of the
Company. As discussed in Note 1 to the Consolidated  Financial  Statements,  the
Company  recognizes  sales at the  point of  purchase  when the  customer  takes
possession of the merchandise and pays for the purchase,  generally with cash or
credit card. Sales from purchases made with gift  certificates and layaway sales
are also recorded when the customer takes  possession of the  merchandise.  Gift
certificates and merchandise  credits are recorded as a liability until they are
redeemed.


<PAGE>


Merchandise Inventories
     The Company's inventory is valued using the retail method of accounting and
is stated at the lower of cost or market. Under the retail inventory method, the
valuation of  inventory at cost and  resulting  gross margin are  calculated  by
applying a calculated cost to retail ratio to the retail value of inventory. The
retail  inventory method is an averaging method that has been widely used in the
retail  industry  due to its  practicality.  Inherent  in the retail  method are
certain significant management judgments and estimates including,  among others,
initial merchandise markup, markdowns and shrinkage,  which significantly impact
the ending  inventory  valuation at cost as well as the resulting gross margins.
Physical  inventories  are  conducted  in January and July to  calculate  actual
shrinkage  and  inventory  on  hand.  Estimates  are  used to  charge  inventory
shrinkage  for the first and third  fiscal  quarters  of the  fiscal  year.  The
Company  continuously  reviews  its  inventory  levels to  identify  slow-moving
merchandise  and broken  assortments,  using markdowns to clear  merchandise.  A
provision is recorded to reduce the cost of  inventories  to its  estimated  net
realizable  value.  Consideration is given to a number of quantitative  factors,
including  anticipated  subsequent  markdowns and aging of  inventories.  To the
extent that actual  markdowns are higher or lower than estimated,  the Company's
gross margins could increase or decrease and, accordingly,  affect its financial
position  and  results  of  operations.  A  significant  variation  between  the
estimated  provision and actual  results could have a substantial  impact on the
Company's results of operations.

Long-lived assets
     The Company  primarily invests in property and equipment in connection with
the opening and remodeling of stores and in computer software and hardware. Most
of the Company's store leases give the Company the option to terminate the lease
if certain  specified  sales volumes are not achieved during the first few years
of the lease. The Company periodically reviews its store locations and estimates
the  recoverability  of its  assets,  recording  an  impairment  charge when the
Company expects to exercise its right to terminate the store's lease early using
this option.  This determination is based on a number of factors,  including the
store's  historical  operating  results and cash flows,  estimated  future sales
growth,  real  estate  development  in  the  area  and  perceived  local  market
conditions  that can be  difficult  to predict and may be subject to change.  In
addition,  the Company regularly evaluates its computer-related and other assets
and may accelerate  depreciation over the revised useful life if the asset is no
longer in use or has limited future value.  When assets are retired or otherwise
disposed of, the cost and related  accumulated  depreciation or amortization are
removed from the accounts, and any resulting gain or loss is reflected in income
for that period.

Claims and Contingencies
     The  Company  is subject to  various  claims and  contingencies  related to
insurance, taxes and other matters arising out of the normal course of business.
The Company is  self-insured  for expenses  related to its employee  medical and
dental plans,  and its worker's  compensation  plan,  up to certain  thresholds.
Claims filed, as well as claims incurred but not reported,  are accrued based on
management's  estimates,  using information  received from plan  administrators,
historical  analysis,  and  other  relevant  data.  The  Company  has  stop-loss
insurance  coverage for  individual  claims in excess of  $250,000.  The Company
accrues its estimate of probable settlements of domestic and foreign tax audits.
At any one  time,  many  tax  years  are  subject  to audit  by  various  taxing
jurisdictions.  The  results  of  these  audits  and  negotiations  with  taxing
authorities  may affect the ultimate  settlement of these  issues.  Although the
Company  is  generally   conservative  in  the  estimation  of  its  claims  and
contingencies  and  believes  its  accruals  for  claims and  contingencies  are
adequate, it is possible that actual results could significantly differ from the
recorded accruals for claims and contingencies.

Litigation
     The  Company is subject to various  claims and  contingencies  relating  to
litigation arising out of the normal course of business. If the Company believes
the  likelihood  of an  adverse  legal  outcome  is  probable  and the amount is
estimable it accrues a liability.  The Company  consults  with legal  counsel on
matters related to litigation and seeks input from other experts both within and
outside the Company with respect to matters in the ordinary  course of business.
On July 7, 2003, after an unforeseen jury verdict, a trial court entered a final
judgment of  approximately  $32  million in  compensatory  damages and  expenses
against the Company in a previously  disclosed lawsuit brought by Alan M. Glazer
and related parties.  As a result,  the Company recorded a litigation  charge of
$32 million for the  judgment,  even  though the Company  continues  to strongly
believe  there is no merit in the jury  verdict  and is  vigorously  pursuing an
appeal. If upon appeal the entire judgment or a portion thereof is modified, the
Company will adjust its litigation accrual  accordingly (see note 5 of the Notes
to the Consolidated Financial Statements for additional information).


<PAGE>


Income taxes.
     The Company  does  business  in various  jurisdictions  that impose  income
taxes.  Management  determines  the  aggregate  amount of income tax  expense to
accrue and the amount  currently  payable  based upon the tax  statutes  of each
jurisdiction.  This process involves adjusting income determined using generally
accepted  accounting  principles  for items that are treated  differently by the
applicable taxing authorities. Deferred tax assets and liabilities are reflected
on the Company's  balance sheet for temporary  differences  that will reverse in
subsequent  years.  If different  judgments  had been made,  the  Company's  tax
expense, assets and liabilities could be different.


Stock Split

     The Company's Board of Directors approved a 2-for-1 stock split in the form
of a 100% stock dividend on the Company's  issued and outstanding  common shares
in May 2002 (the "stock  split").  The stock dividend was distributed on May 31,
2002 to shareholders of record on May 17, 2002. All historic share and per share
information contained in this report have been adjusted to reflect the impact of
the stock split.


<TABLE>
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:


<CAPTION>
                                                                                              Fiscal Year Ended
                                                                                  July 26,          July 27,           July 28,
                                                                                     2003              2002               2001
                                                                                 ---------         ---------           --------

<S>                                                                              <C>               <C>                <C>
Net sales                                                                           100.0%            100.0%             100.0%
Cost of sales, including
  occupancy and buying costs                                                         64.1%             63.8%              63.9%
Selling, general and
  administrative expenses                                                            27.2%             26.0%              25.2%
Depreciation and amortization                                                         2.9%              3.5%               3.2%
Litigation charge                                                                     4.5%                --                 --
Interest income - net                                                                 0.4%              1.3%               1.2%
Earnings before income taxes                                                          1.7%              8.0%               8.8%
Net earnings                                                                          1.0%              5.1%               5.6%
</TABLE>


Fiscal 2003 Compared to Fiscal 2002

     Net sales  decreased by 1.4% to $707.1 million for fiscal 2003, from $717.1
million for fiscal 2002.  The sales  decrease from fiscal 2003 was due to a 4.6%
decrease  in same store  sales,  offset by  approximately  4%  increase in total
selling  square  footage.  The increase in store  square  footage was due to the
opening of 46 new stores,  primarily  combination  Dress  Barn/Dress  Barn Woman
stores  ("Combo  Stores"),  which  carry  both  Dress  Barn and Dress Barn Woman
merchandise,  offset in part by the square footage reduction from the closing of
28  under-performing  stores. The number of stores in operation increased to 772
stores as of July 26,  2003,  from 754 stores in  operation as of July 27, 2002.
The Company  believes the sales decrease was the result of less customer traffic
to its stores resulting in fewer customer transactions. The Company believes the
war, the economy, unemployment, as well as unseasonable weather all affected its
customer traffic.

     The Company's real estate  strategy for fiscal 2004 is to continue  opening
primarily  Combo Stores and  converting its existing  single-format  stores into
Combo Stores, while closing its under-performing locations. Store expansion will
focus on both  expanding in the Company's  existing  major  trading  markets and
developing and expanding into new markets.


<PAGE>


     The  Company  suspended  all mailing of catalogs  and  e-commerce  sales in
November 2001.  The Company  retested  e-commerce and telephone  sales in fiscal
2003 with little success.  The Company  discontinued all e-commerce  operations,
choosing to utilize its internet site to reinforce store  promotions and provide
store and product  information,  helping to drive store traffic and  communicate
with its retail customers.  The financial impact of the e-commerce operation was
minimal in fiscal 2003. Fiscal 2002 earnings per  share-diluted  were reduced by
approximately  $0.11 due to the  operating  costs of the catalog and  e-commerce
operations.

     Gross profit (net sales less cost of goods sold,  including  occupancy  and
buying costs)  decreased by 3.7% to $253.9  million,  or 35.9% of net sales,  in
fiscal 2003 from $263.7  million,  or 36.8% of net sales,  in fiscal  2002.  The
decrease in gross profit as a percentage  of sales was primarily due to negative
leverage on buying and  occupancy  costs from  decreased  same store  sales.  In
addition,  fiscal 2003  markdowns  were higher as a  percentage  of sales due to
lower than expected sales volumes requiring increased promotional  activities to
maintain inventory levels in line with sales trends.  These additional markdowns
were  slightly  offset by  higher  initial  margins  due to  continued  sourcing
improvements  and  efficiencies.  Inventory  levels as of the end of fiscal 2003
were more current and lower per store than the prior year.

     Selling,  general and administrative ("SG&A") expenses increased by 3.3% to
$192.5 million, or 27.2% of net sales, in fiscal 2003 from $186.4 million, 26.0%
of sales,  in fiscal 2002. The increase in SG&A as a percentage of net sales for
fiscal  2003 was  primarily  due to negative  same store sales  leverage on SG&A
expenses.  SG&A expenses  increased  primarily due to increased  store operating
costs, primarily selling,  benefits,  maintenance and repair and insurance costs
resulting from the increase in the Company's store base. In addition, the colder
than normal  winter in most parts of the  country put added  pressure on utility
costs in the  second  and third  quarters.  The  Company  continues  to focus on
controlling its costs and enhancing productivity.

     Depreciation  expense  decreased by 11.1% to $20.9  million in fiscal 2003,
versus $23.5 million in fiscal 2002.  Fiscal 2003 was favorably  impacted by the
fiscal 2002 fourth quarter  writedown of obsolete  software and equipment.  This
offset the increase in  depreciation  from the  acquisition by Dunnigan  Realty,
LLC, a wholly-owned subsidiary of the Company, of a distribution/office facility
in Suffern, New York (the "Suffern facility"), of which the major portion is the
Company's corporate offices and distribution center.  Fiscal 2003 also benefited
from less store  construction costs than the prior year as the Company opened 50
stores in fiscal 2003 versus 74 stores opened during the prior year.

     The  litigation  charge of $32  million  is the  result  of court  judgment
against the Company relating to a previously  disclosed  lawsuit arising from an
unsuccessful  acquisition.  On July 7, 2003,  after a jury trial the trial court
entered a final judgment of  approximately  $32 million in compensatory  damages
and expenses,  which is subject to post-judgment interest. The trial court ruled
against  the  plaintiffs'  motion  for  any  punitive  damages  or  pre-judgment
interest.  The Company  believes there is no merit in the jury verdict.  If upon
appeal the  judgment  is  subsequently  modified,  the  Company  will adjust its
litigation  accrual  accordingly  (see note 5 of the  Notes to the  Consolidated
Financial Statements).

     Interest  income - net  decreased  by 42.0% to $3.2 million for fiscal 2003
from $5.5 million for fiscal  2002.  This  decrease was due to lower  investment
rates versus last year coupled with less cash available for investments.  During
fiscal 2003, the Company used approximately $120.8 million for the Dutch Auction
Tender Offer completed at the end of October 2002 (the "Tender Offer"), in which
the  Company  repurchased  8 million  of its common  shares.  The  Company  used
approximately $45 million to acquire the Suffern facility in January 2003.

     Other income for fiscal 2003 was approximately  $0.8 million.  Other income
represents rental income by Dunnigan Realty,  LLC from the unaffiliated  tenants
of the Suffern facility.

     Net earnings for fiscal 2003  decreased  78.8% to $8.0 million versus $37.9
million in fiscal 2002. Diluted earnings per share also decreased 75.1% to $0.25
per share versus $1.01 in fiscal 2002.  Excluding the  litigation  charge of $32
million,  net earnings would have been $28.5  million,  a decrease of 24.8% from
$37.9 million. Operating income would have been $40.6 million, compared to $53.8
million last year.  Diluted earnings per share would have been $0.89, a decrease
of 11.9% from earnings of $1.01 last year.


<PAGE>


Fiscal 2002 Compared to Fiscal 2001

     Net sales  increased by 3.2% to $717.1  million for the 52 weeks ended July
27, 2002 ("fiscal  2002"),  from $695.0  million for the 52 weeks ended July 28,
2001  ("fiscal  2001").  The  sales  increase  from  fiscal  2001  was due to an
approximately  6% increase in total selling square footage,  offset in part by a
1.9% decrease in same store sales.  The increase in store square footage was due
to the opening of 66 new stores,  primarily  combination  Dress  Barn/Dress Barn
Woman stores ("Combo Stores"),  which carry both Dress Barn and Dress Barn Woman
merchandise,  offset in part by the square footage reduction from the closing of
32  under-performing  stores. The number of stores in operation increased to 754
stores as of July 27, 2002, from 720 stores in operation as of July 28, 2001.

     The Company  believes  that the events of  September  11th and the economic
uncertainty  that  followed  were the key  influences  of the weak fall  selling
season  resulting in a 5% decrease in  comparable  store sales for the first six
months of fiscal 2002. Sales strengthened  modestly in the spring, helped by the
unseasonably  warm weather in April,  with comparable  store sales increasing 2%
for the second  half of fiscal  2002.  The Company  believes  the second half of
fiscal 2002 benefited from easier sales comparisons  versus fiscal 2001's spring
season.  Nevertheless,  diminished  consumer  confidence,  a  perceived  slowing
economy and  international  uncertainties  negatively  impacted sales during the
second half of fiscal 2002.

     Due  to the  continued  operating  losses  of its  catalog  and  e-commerce
operations  and  significant   weaknesses  in  its  new  fulfillment  and  order
processing  software,   the  Company  suspended  all  mailing  of  catalogs  and
e-commerce  sales in November  2001.  The  Company's  fiscal 2002  earnings  per
share-diluted  were reduced by approximately  $.11 due to the operating costs of
the catalog and  e-commerce  operations,  versus  approximately  $.20 for fiscal
2001.

     Gross profit (net sales less cost of goods sold,  including  occupancy  and
buying costs)  increased by 4.8% to $263.7  million,  or 36.8% of net sales,  in
fiscal 2002 from $251.6  million,  or 36.2% of net sales,  in fiscal  2001.  The
increase in gross profit as a percentage  of sales was  primarily  due to higher
initial  margins from the Company's  increased  mix to more  dressbarn (R) brand
merchandise and lower markdowns due to tight  inventory  controls,  which helped
increase  inventory turns and minimize  markdowns.  Markdowns as a percentage of
sales were lower than fiscal 2001, particularly during the fourth fiscal quarter
of fiscal 2002.  This was offset,  in part, by higher store occupancy costs as a
percentage of sales resulting from higher rents for new stores, store expansions
and lease renewals.

     Selling,  general and administrative ("SG&A") expenses increased by 3.0% to
$186.4 million, or 26.0% of net sales, in fiscal 2002 from $181.0 million,  also
26.0% of sales,  in fiscal 2001. The increase in SG&A expenses  versus the prior
year was reduced by the suspension of the catalog and  e-commerce  operations in
November 2001. Combined with cost controls and productivity  improvements,  SG&A
as a percent of sales was flat as compared to fiscal 2001.  This was in spite of
the negative  leverage from the 1.9% decrease in comparable  store sales and its
impact on fixed costs, and increases in store operating,  benefits and insurance
costs.

     Depreciation  expense  decreased  by 1.7% to $23.5  million in fiscal 2002,
versus $23.9  million in fiscal 2001,  primarily due to the write-off of certain
obsolete computer  equipment and software in fiscal 2001.  Depreciation  expense
for both periods also includes certain  write-offs  related to the closure of 32
stores and 37 stores during fiscal 2002 and fiscal 2001, respectively.

     Interest  income - net  decreased  by 39.0% to $5.5 million for fiscal 2002
from $8.9 million for fiscal 2001. This was the result of the dramatic reduction
in interest rates,  although funds available for investment increased during the
year.

         Net earnings for fiscal 2002 increased 7.4% to $37.9 million versus
$35.3 million in fiscal 2001, while diluted earnings per share also increased
7.4% to $1.01 per share versus $0.94 in fiscal 2001.


<PAGE>


Liquidity and Capital Resources

     The Company has generally funded,  through internally  generated cash flow,
all of its operating and capital needs. These include the opening or acquisition
of new stores, the remodeling of existing stores, and the continued expansion of
its Combo Stores. In fiscal 2003, total capital expenditures were $63.3 million.
Excluding the $45.3 million for the acquisition of the Suffern facility, capital
expenditures were $18.0 million, $28.3 million and $25.8 million in fiscal 2003,
fiscal  2002  and  fiscal  2001,  respectively,  net  of  landlord  construction
allowances.  The sharp reduction in fiscal 2003 capital  expenditures was due to
fewer  store  openings,   higher  construction  allowances  per  store  and  the
investment in new store technology and back office  operating  systems in fiscal
2002. The Company also repurchased  8,000,000 outstanding shares of its stock in
the Tender Offer for a total cost of $120.8  million  during  fiscal  2003.  The
Company  repurchased in the open market 757,600  outstanding shares of its stock
for a total cost of $9.0  million  during  fiscal 2002 and  620,000  outstanding
shares for $7.4 million during fiscal 2001.  Shares  repurchased are retired and
treated as  authorized  but  unissued  shares,  with the cost of the  reacquired
shares debited to retained earnings and the par value debited to common stock.

     The Company funds inventory expenditures through cash flows from operations
and the favorable  payment terms the Company has  established  with its vendors.
The Company's net cash provided by operations in fiscal 2003  decreased to $56.8
million as compared to $72.4  million in fiscal 2002 and $57.9 million in fiscal
2001. The decrease in fiscal 2003 was primarily due to lower net earnings, while
the increase in fiscal 2002 versus  fiscal 2001 was  primarily due to the timing
of its income tax payments  and the  estimated  realization  of a portion of its
deferred tax asset during fiscal 2002.

     In  January  2003,  Dunnigan  Realty,  LLC,  a  wholly-owned   consolidated
subsidiary of the Company,  purchased the Suffern  facility,  of which the major
portion  is  the  Company's   corporate  offices  and  distribution  center  for
approximately $45.3 million utilizing the Company's  internally generated funds.
In July 2003, Dunnigan Realty, LLC borrowed  $34,000,000 under a favorable fixed
rate mortgage loan. The mortgage has a twenty-year  term with annual payments of
$2.8 million including principal and interest and is secured by a first mortgage
lien on the Suffern  facility.  Dunnigan Realty,  LLC receives rental income and
reimbursement for taxes and common area maintenance charges from the Company and
two additional  tenants that occupy the Suffern facility that are not affiliated
with the Company.  These rental  payments are more than  sufficient to cover the
mortgage payments and planned capital and maintenance expenditures.

     At July 26, 2003, the Company had $113.9  million in marketable  securities
and other investments.  The portfolio consists primarily of municipal bonds that
can  readily  be  converted  to cash.  The  Company  holds no  options  or other
derivative instruments. Working capital was approximately $107.9 million at July
26, 2003. In addition,  the Company had available $75 million in unsecured lines
of credit  bearing  interest  below  the prime  rate.  The  Company  had no debt
outstanding  under  any of the  lines  at  July  26,  2003.  However,  potential
borrowings were limited by approximately $41.0 million of outstanding letters of
credit primarily to vendors for import merchandise  purchases.  The Company does
not have any off-balance sheet arrangements or transactions with unconsolidated,
limited purpose entities, other than operating leases entered into in the normal
course  of  business  and  letters  of  credit.  The  Company  does not have any
undisclosed  material  transactions or commitments  involving related persons or
entities.

     In fiscal  2004,  the Company  plans to open  approximately  60  additional
stores and  continue  its  store-remodeling  program.  Total fiscal 2004 capital
expenditures, which are primarily attributable to the Company's store expansion,
renovation and refurbishment  programs, and the replacement of its POS registers
and  systems,  are  expected  to be  approximately  $27  million net of landlord
construction  allowances.  The Company intends to focus on both expanding in the
Company's  existing major trading  markets and developing and expanding into new
markets.  The  Company  believes  that its cash,  cash  equivalents,  marketable
securities and  investments,  together with cash flow from  operations,  will be
adequate  to fund the  Company's  proposed  capital  expenditures  and any other
operating requirements.


<PAGE>


Seasonality

     The Company has historically  experienced  substantially  lower earnings in
its second fiscal  quarter  ending in January than during its other three fiscal
quarters,  reflecting the intense promotional  atmosphere that has characterized
the Christmas shopping season in recent years. The Company expects this trend to
continue  for fiscal 2004.  In  addition,  the  Company's  quarterly  results of
operations may fluctuate materially depending on, among other things,  increases
or decreases in comparable store sales,  adverse weather  conditions,  shifts in
timing  of  certain  holidays,  the  timing  of new  store  openings,  net sales
contributed by new stores, and changes in the Company's merchandise mix.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Financial   instruments,   which   potentially   subject   the  Company  to
concentrations  of credit risk,  are  principally  bank deposits and  short-term
investments.  Cash and cash  equivalents  are deposited with high credit quality
financial  institutions.  Short-term investments principally consist of triple A
or double A rated  instruments.  The carrying amounts of cash, cash equivalents,
short-term  investments and accounts  payable  approximate fair value because of
the short-term  nature,  and maturity of such  instruments.  The majority of the
Company's money market funds at July 26, 2003 were maintained with one financial
institution.


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 16.


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

     None.



<PAGE>

                                    PART III



ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information with respect to this item is incorporated by reference from the
Registrant's  definitive  Proxy  Statement to be filed with the  Commission  not
later than 120 days after the end of the registrant's fiscal year.


ITEM 11.   EXECUTIVE COMPENSATION

     Information with respect to this item is incorporated by reference from the
Registrant's  definitive  Proxy  Statement to be filed with the  Commission  not
later than 120 days after the end of the registrant's fiscal year.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information with respect to this item is incorporated by reference from the
Registrant's  definitive  Proxy  Statement to be filed with the  Commission  not
later than 120 days after the end of the Registrant's fiscal year.


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information with respect to this item is incorporated by reference from the
Registrant's  definitive  Proxy  Statement to be filed with the  Commission  not
later than 120 days after the end of the Registrant's fiscal year.


ITEM 14.    CONTROLS AND PROCEDURES

     Within 90 days prior to the date of this report,  the Company  carried out,
under the supervision and with the  participation  of the Company's  management,
including  the  Company's  Chief  Executive  Officer  and  the  Company's  Chief
Financial  Officer,  an  evaluation  of  the  effectiveness  of the  design  and
operation of the Company's  disclosure  controls and procedures pursuant to Rule
13a-14 of the Securities  Exchange Act of 1934.  Based on that  evaluation,  the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's  disclosure  controls and procedures are effective in timely  alerting
them to material  information  which is required to be included in the  periodic
reports that the Company must file with the Securities and Exchange Commission.

     There have been no significant  changes in the Company's  internal controls
or in other  factors  that  could  significantly  affect the  internal  controls
subsequent to the date the Company completed its evaluation.


ITEM 15.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Information with respect to this item is incorporated by reference from the
Registrant's  definitive  Proxy  Statement to be filed with the  Commission  not
later than 120 days after the end of the Registrant's fiscal year.



<PAGE>

                                     PART IV

ITEM 16.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


ITEM 16.  (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-18

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 16.  (a) (3) LIST OF EXHIBITS

     The following exhibits are filed as part of this Report and except Exhibits
10(mm),  10(xx),  21, 23,  31.1,  31.2,  32.1 and 32.2 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                                          (13)

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

4.    Specimen Common Stock Certificate                                      (1)

10    Purchase and Sale Agreement- 30 Dunnigan Drive, Suffern NY            (17)

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

10(b) Employment Agreement With Burt Steinberg                              (14)

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)



<PAGE>


                                                                 Incorporated By
                                                                  Reference From

Leases of Company premises of which the lessor is Elliot S. Jaffe or members of
his family or related trusts:
                  10(l)   Danbury, CT store                                  (1)
                  10(hh) Norwalk, CT  Dress Barn/Dress Barn Woman store      (8)

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

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

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

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

10(mm)            Lease between Dress Barn and Dunnigan Realty, LLC for Office
                  and Distribution Space in Suffern, New York

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

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

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

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

10(ss)            The Dress Barn, Inc. 2001 Stock Option Plan               (14)

10(tt)            Employment Agreement with Elliot S. Jaffe                 (15)

10(uu)            Employment Agreement with David R. Jaffe                  (15)

10(ww)            Employment Agreement with Vivian Behrens                  (16)

10(xx)            Mortgage Agreement- Dunnigan Realty, LLC

14.               Code of Ethics for the Chief Executive Officer and Senior
                  Financial Officers

21.               Subsidiaries of the Registrant

23.               Independent Auditors' Consent

31.1              Section 302 Certification of President and
                      Chief Executive Officer

31.2              Section 302 Certification of Chief Financial Officer

32.1              Section 906 Certification of President and
                      Chief Executive Officer

32.2              Section 906 Certification of Chief Financial Officer

References on following page:

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

(12) The Company's Annual Report on Form 10-K for the fiscal year ended July 25,
1998.

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

(14) The Company's Annual Report on Form 10-K for the fiscal year ended July 28,
2001.

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

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

(17) The Company's  Quarterly  Report on Form 10-Q for the quarter ended January
26, 2003.



ITEM 16.  (b)  REPORT ON FORM 8-K

                  The Company filed two reports on Form 8-K during the quarter
ended July 26, 2003.


Date Filed              Description

May 21, 2003    Press  Release,  issued May 21, 2003- The Dress Barn,  Inc.
                Reports Third Quarter  Fiscal 2003 Results

July 8, 2003    Press Release, issued July 8, 2003 - "Judge Denies Punitive
                Damages in Dress Barn Lawsuit"





ITEM 16.  (c)  EXHIBITS


     All exhibits are incorporated by reference as shown in Item 14(a)3,  except
Exhibits  10(mm),  10(xx),  21, 23, 31.1, 31.2, 32.1 and 32.2 which are filed as
part of this Report.


<PAGE>



                                   SIGNATURES

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

                                                  The Dress Barn, Inc.


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


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

Signature                   Title                                          Date

/s/ ELLIOT S. JAFFE                                                     10/17/03
--------------------
Elliot S. Jaffe         Chairman of the Board

/s/ ROSLYN S. JAFFE                                                     10/17/03
---------------------
Roslyn S. Jaffe         Director and Secretary and Treasurer

/s/ DAVID R. JAFFE                                                      10/17/03
---------------------
David R. Jaffe          Director, President
                           and Chief Executive Officer
                          (Principal Executive Officer)

/s/ BURT STEINBERG                                                      10/17/03
---------------------
Burt Steinberg          Director and Executive Director

/s/ KLAUS EPPLER                                                        10/17/03
-----------------------
Klaus Eppler            Director

/s/ DONALD JONAS                                                        10/17/03
----------------
Donald Jonas            Director

/s/ EDWARD D. SOLOMON                                                   10/17/03
---------------------
Edward D. Solomon       Director

JOHN USDAN                                                              10/17/03
-----------
John Usdan              Director

/s/ ARMAND CORREIA                                                      10/17/03
---------------------
Armand Correia          Chief Financial Officer (Principal
                           Financial and Accounting Officer)


<PAGE>



                          INDEPENDENT AUDITORS' REPORT



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


We have audited the accompanying  consolidated balance sheets of The Dress Barn,
Inc. and Subsidiaries (the "Company") as of July 26, 2003 and July 27, 2002, and
the related consolidated  statements of earnings,  shareholders' equity and cash
flows for each of the three  years in the  period  ended  July 26,  2003.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects, the consolidated financial position of the Company as of July
26, 2003 and July 27, 2002, and the  consolidated  results of its operations and
its consolidated cash flows for each of the three years in the period ended July
26, 2003 in conformity  with  accounting  principles  generally  accepted in the
United States of America.



Deloitte & Touche LLP
New York, New York
October 10, 2003




<PAGE>

<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Balance Sheets
Amounts in thousands, except share data
<CAPTION>
                                                                                      July 26,                 July 27,
                                                                                          2003                     2002
                                                                         ----------------------        -----------------
<S>                                                                      <C>                           <C>
ASSETS
Current Assets:
     Cash and cash equivalents                                                         $37,551                  $83,690
     Marketable securities and investments (see note 2)                                113,897                  159,049
     Merchandise inventories                                                           110,348                  113,371
     Prepaid expenses and other                                                          9,112                    3,593
                                                                         ----------------------        -----------------
        Total Current Assets                                                           270,908                  359,703
                                                                         ----------------------        -----------------
Property and Equipment:
     Land and buildings                                                                 45,391                       --
     Leasehold improvements                                                             61,014                   61,414
     Fixtures and equipment                                                            163,407                  154,139
     Computer software                                                                  19,369                   17,344
     Automotive equipment                                                                  756                      554
                                                                         ----------------------        -----------------
                                                                                       289,937                  233,451
     Less accumulated depreciation
       and amortization                                                                154,033                  140,025
                                                                         ----------------------        -----------------
                                                                                       135,904                   93,426
                                                                         ----------------------        -----------------
Deferred Income Taxes (See note 7)                                                      11,255                    5,869
                                                                        ----------------------        -----------------
Other Assets                                                                             4,896                    3,999
                                                                         ----------------------        -----------------
     TOTAL ASSETS                                                                     $422,963                 $462,997
                                                                         ======================        =================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable- trade                                                          $ 65,090                  $64,034
     Accrued salaries, wages and related expenses                                       18,882                   18,089
     Litigation accrual (see note 5)                                                    35,592                    4,048
     Other accrued expenses                                                             28,134                   27,268
     Customer credits                                                                    7,284                    6,650
     Income taxes payable                                                                7,088                    8,655
     Current portion of long-term debt                                                     979                       --
                                                                         ----------------------        -----------------
        Total Current Liabilities                                                      163,049                  128,744
                                                                         ----------------------        -----------------
Long-Term Debt (See note 3)                                                             33,021                       --
                                                                         ----------------------        -----------------
Commitments and Contingencies (See note 8)
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- 50,000,000 shares
      Issued and outstanding- 29,169,559 and
             36,507,919 shares, respectively                                             1,458                    1,825
     Additional paid-in capital                                                         58,200                   52,209
     Retained earnings                                                                 167,297                  279,672
     Accumulated other comprehensive (loss) income                                        (62)                      547
                                                                         ----------------------        -----------------
                                                                                       226,893                  334,253
                                                                         ----------------------        -----------------
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                       $422,963                 $462,997
                                                                         ======================        =================

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

<PAGE>




<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Earnings
Amounts in thousands, except per share amounts
<CAPTION>
                                                                                     Fiscal Year Ended
                                                               ------------------------------------------------------------
                                                                          July 26,            July 27,            July 28,
                                                                              2003                2002                2001
                                                               ------------------------------------------------------------


<S>                                                                 <C>                 <C>                 <C>
     Net sales                                                            $707,121            $717,136            $695,008
     Cost of sales, including
       occupancy and buying costs                                          453,178             453,428             443,426
                                                               ------------------------------------------------------------

     Gross profit                                                          253,943             263,708             251,582

     Selling, general and
       administrative expenses                                             192,466             186,375             180,991
     Depreciation and amortization                                          20,856              23,508              23,916
     Litigation charge (see note 5)                                         32,000                  --                  --
                                                               ------------------------------------------------------------

     Operating income                                                        8,621              53,825              46,675

     Interest income- net                                                    3,168               5,458               8,949
     Other income                                                              779                  --                  --
                                                               ------------------------------------------------------------

     Earnings before provision for
          income taxes                                                      12,568              59,283              55,624

     Provision for income taxes                                              4,524              21,342              20,303
                                                               ------------------------------------------------------------

     Net earnings                                                           $8,044             $37,941             $35,321
                                                               ============================================================

     Earnings per share:
            Basic                                                            $0.26              $ 1.04              $ 0.97
                                                               ============================================================
            Diluted                                                          $0.25              $ 1.01              $ 0.94
                                                               ============================================================

     Weighted average shares outstanding:
            Basic                                                           31,219              36,495              36,481
                                                               ============================================================

            Diluted                                                         31,942              37,516              37,494
                                                               ============================================================


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


<PAGE>

<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Shareholders' Equity
Amounts and shares in thousands.                                                                        Accumulated
<CAPTION>
                                                                 Additional                               Other            Total
                                           Common Stock           Paid-In        Retained   Treasury    Comprehensive  Shareholders'
                                      --------------------------
                                        Shares       Amount       Capital        Earnings     Stock      Income (Loss)     Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>           <C>         <C>              <C>          <C>
Balance, July 29, 2000                   35,972      $2,510        $35,828       $329,170    $(107,162)      $(785)         $259,561
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                    35,321                                     35,321
   Unrealized holding gain on marketable securities                                                            846               846
                                                                                                                     ---------------
    Total comprehensive income                                                                                                36,167
                                                                                                                     ---------------
Deferred compensation                        16                        183                                                       183
Tax benefit from exercise of stock options                           1,668                                                     1,668
Employee Stock Purchase Plan activity        10                        102                                                       102
Shares issued pursuant to
       exercise of stock options          1,096          56          6,275                                                     6,331
Purchase of treasury stock                 (620)                                                 (7,415)                     (7,415)
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 28, 2001                   36,474       2,566         44,056        364,491      (114,577)         61          296,597
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                    37,941                                     37,941
   Unrealized holding gain on marketable securities                                                             486              486
                                                                                                                      --------------
    Total comprehensive income                                                                                                38,427
                                                                                                                      --------------
Deferred compensation                                                  291                                                       291
Tax benefit from exercise of stock options                           2,953                                                     2,953
Employee Stock Purchase Plan activity         9           1             90                                                        91
Shares issued pursuant to
       exercise of stock options            783          39          4,819                                                     4,858
Purchase of treasury stock                 (758)                                                 (8,964)                     (8,964)
Retirement of treasury stock                           (781)                     (122,760)      123,541                            0
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 27, 2002                   36,508       1,825         52,209        279,672             0         547          334,253
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                     8,044                                      8,044
   Unrealized holding loss on marketable securities                                                            (609)           (609)
                                                                                                                       -------------
    Total comprehensive income                                                                                                 7,435
                                                                                                                       -------------
Deferred compensation                        20           1            264                                                       265
Tax benefit from exercise of stock options                           1,381                                                     1,381
Employee Stock Purchase Plan activity         7                         87                                                        87
Shares issued pursuant to
     exercise of stock options              635          32          4,259                                                     4,291
Purchase of treasury stock-Tender Offer  (8,000)                                                (120,819)                  (120,819)
Retirement of treasury stock                           (400)                     (120,419)       120,819                          0
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 26, 2003                   29,170      $1,458        $58,200       $167,297            $0        ($62)        $226,893
====================================================================================================================================
<FN>
See note to consolidated financial statements
</FN>
</TABLE>

<PAGE>


<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Amounts in thousands                                                                              Fiscal Year Ended
                                                                               -----------------------------------------------------
                                                                                           July 26,         July 27,        July 28,
                                                                                               2003             2002            2001
                                                                               -----------------------------------------------------
<S>                                                                                    <C>             <C>             <C>
Operating Activities:
Net earnings                                                                                 $8,044          $37,941         $35,321
                                                                               -----------------------------------------------------
Adjustments to reconcile net earnings to net cash provided by operating
    activities:
      Depreciation and amortization of property and
          equipment                                                                          19,317           21,827          22,309
      Loss on disposal of closed store assets                                                 1,539            1,681           1,607
      Deferred income tax (benefit) expense                                                  (5,386)           1,409           2,586
      Deferred compensation                                                                     265              291             183
      Changes in assets and liabilities:
         Decrease (increase) in merchandise inventories                                       3,023           (8,884)          7,414
        (Increase) decrease in prepaid expenses and other                                    (3,789)           1,910              58
        (Increase) decrease in other assets                                                    (897)            (536)            372
        (Decrease) increase in accounts payable- trade                                        1,056            4,484        (12,335)
         Increase (decrease) in accrued salaries and wages                                      793              870           (753)
         Increase (decrease) in litigation accrual                                           31,544            1,600         (1,065)
         Increase (decrease) in accrued expenses                                                866           (1,480)          3,804
         Increase in customer credits                                                           634              839             556
        (Decrease) increase in income taxes payable                                            (187)          10,421         (2,152)
                                                                               -----------------------------------------------------
       Total adjustments                                                                     48,778           34,432          22,584
                                                                               -----------------------------------------------------

        Net cash provided by operating activities                                            56,822           72,373          57,905
                                                                               -----------------------------------------------------

Investing Activities:
    Purchases of property and equipment                                                     (63,334)         (28,335)       (25,758)
    Sales and maturities of marketable securities and investments                           138,346          109,142         119,697
    Purchases of marketable securities and investments                                      (93,803)         (94,278)      (141,139)
                                                                               -----------------------------------------------------
       Net cash used in investing activities                                                (18,791)         (13,472)       (47,199)
                                                                               -----------------------------------------------------

Financing Activities:
    Proceeds from long-term debt, net of debt issuance costs                                 32,270               --              --
    Purchase of treasury stock                                                             (120,818)          (8,964)        (7,415)
    Proceeds from Employee Stock Purchase Plan                                                   87               91             102
    Proceeds from stock options exercised                                                     4,291            4,858           6,331
                                                                               -----------------------------------------------------
      Net cash used in financing activities                                                 (84,170)          (4,015)          (982)
                                                                               -----------------------------------------------------

Net (decrease) increase in cash and cash equivalents                                        (46,139)          54,886           9,724
Cash and cash equivalents- beginning of year                                                 83,690           28,804          19,080
                                                                               -----------------------------------------------------
Cash and cash equivalents- end of year                                                      $37,551          $83,690         $28,804
                                                                               =====================================================

Supplemental Disclosure of Cash Flow Information:
    Cash paid for income taxes                                                              $10,206           $9,511         $20,005
                                                                               =====================================================
    Cash paid for interest                                                                      $35              ---             ---
                                                                               =====================================================
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>


<PAGE>

                      The Dress Barn, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                         Three Years Ended July 26, 2003

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         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.  All fiscal  years  presented  consist  of 52 weeks.  Certain
reclassifications  have  been made to the prior  years'  consolidated  financial
statements to conform to fiscal 2003's presentation.

         Business

     The Dress Barn, Inc.  (including The Dress Barn, Inc. and it's wholly-owned
subsidiaries  (the  "Company"))  operates a chain of women's  apparel  specialty
stores.  The stores,  operating  principally  under the names  "Dress  Barn" and
"Dress Barn Woman", offer in-season, moderate to better quality fashion apparel.
The Company is a  specialty  retailer  of women's  apparel (in both  regular and
large sizes),  including shoes and  accessories.  Given the  similarities of the
economic  characteristics  and how  the  Company  manages  its  different  store
formats,  the  operations  of the Company  are  aggregated  into one  reportable
segment.

     Dunnigan Realty, LLC, a wholly-owned  subsidiary of the Company, was formed
in fiscal 2003 to purchase,  own and operate a  distribution/office  facility in
Suffern,  New York (the "Suffern  facility"),  of which the major portion is the
Company's  corporate  offices and  distribution  center.  Dunnigan  Realty,  LLC
receives rental income and  reimbursement  for taxes and common area maintenance
charges  from the Company  and two  additional  tenants  that occupy the Suffern
facility that are not  affiliated  with the Company.  The rental income from the
unaffiliated  tenants is shown as "other  income" on the Company's  Consolidated
Statements of Earnings.  Intercompany  rentals  between the Company and Dunnigan
Realty, LLC are eliminated in consolidation.

         Revenue recognition

     Revenues from retail sales, net of returns,  are recognized at the point of
purchase  upon  delivery of the  merchandise  to the customer and exclude  sales
taxes.  Sales from purchases made with gift  certificates  and layaway sales are
also  recorded  when the customer  takes  possession  of the  merchandise.  Gift
certificates  and  merchandise  credits  issued by the Company are recorded as a
liability until they are redeemed.

         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 at July 26, 2003
were maintained with one financial institution.

         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 other  comprehensive  income, a component of  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.

         Merchandise inventories

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


<PAGE>


         Property and equipment

     Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization are computed using the straight-line
method over the following estimated useful lives:

    Building                               25 years
    Leasehold improvements                 10 years or term of lease, if shorter
    Fixtures and equipment                 10 years
    Software                               5-7 years
    Automotive equipment                   5 years

      Valuation of long-lived assets

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

         Income taxes

     The Company  accounts  for income  taxes in  accordance  with SFAS No. 109,
Accounting  for Income Taxes.  Deferred  taxes are provided  using the asset and
liability   method,   whereby   deferred  income  taxes  result  from  temporary
differences between the reported amounts in the financial statements and the tax
basis of assets and liabilities, as measured by presently enacted tax rates. The
Company establishes  valuation allowances against deferred tax assets when it is
more  likely  than not the  realization  of those  deferred  tax assets will not
occur.

         Store preopening costs

     Non-capital  expenditures,  such as advertising  and payroll costs incurred
prior to the  opening of a new store are  charged to expense in the period  they
are incurred.

         Earnings per share (EPS)

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

         Advertising costs

     Advertising  costs are  included  in selling,  general  and  administrative
expenses and are expensed in the period in which they are incurred.  Advertising
expenses were $10.1  million,  $10.0 million and $8.6 for fiscal 2003,  2002 and
2001, respectively.

         Recent Accounting Pronouncements

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets." SFAS No. 144 became effective for
the Company at the beginning of fiscal 2003.  SFAS No. 144  supersedes  SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of" and the accounting and reporting  provisions  relating
to the disposal of a segment of a business of  Accounting  Principals  Board No.
30.  The  adoption  of SFAS No.  144 did not have any  impact  on its  financial
statements.


<PAGE>


     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal  Activities",  which  addresses  accounting for
restructuring  and similar costs.  SFAS No. 146 supersedes  previous  accounting
guidance,  principally  Emerging  Issues Task Force Issue No. 94-3. SFAS No. 146
requires  that the  liability  for  costs  associated  with an exit or  disposal
activity  be  recognized  when the  liability  is  incurred.  SFAS No.  146 also
establishes that the liability should initially be measured and recorded at fair
value. The Company adopted the provisions of SFAS No. 146 for any  restructuring
activities  initiated  after  December  31,  2002.  The Company  will adopt this
pronouncement for any restructurings in the future.

     On November 25, 2002 the FASB issued  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others", which elaborates on the disclosures to be
made by a guarantor about its obligations  under certain  guarantees  issued. It
also clarifies that a guarantor is required to recognize,  at the inception of a
guarantee,  a  liability  for the fair  value of the  obligation  undertaken  in
issuing the guarantee.  The interpretation expands on the accounting guidance of
SFAS  No.  5  "Accounting  for  Contingencies",  SFAS  No.  57,  "Related  Party
Disclosures",  and SFAS No.  107  "Disclosures  about  Fair  Value of  Financial
Instruments".   The  interpretation  also  incorporates,   without  change,  the
provisions of FASB  Interpretation No. 34, "Disclosure of Indirect Guarantees of
Indebtedness  of  Others",  which it  supersedes.  The initial  recognition  and
measurement  provisions of Interpretation No. 45 apply on a prospective basis to
guarantees  issued or  modified  after  December  31,  2002,  regardless  of the
guarantor's  fiscal  year-end.  The  disclosures  are  effective  for  financial
statements  of interim or annual  periods  ending after  December 31, 2002.  The
Company has no guarantees  with any of its  subsidiaries or other third parties;
therefore,  adoption of this Interpretation will have no impact on its financial
statements.

     In January 2003, the FASB issued  Interpretation  No. 46  "Consolidation of
Variable Interest  Entities,  an Interpretation of Accounting  Research Bulletin
No.  51,  Consolidated  Financial   Statements".   This  interpretation  applies
immediately to variable  interest entities created after January 31, 2003 and to
variable interest entities in which an enterprise obtains an interest after that
date.  It applies in the first  fiscal year or interim  period  beginning  after
December 15, 2003, to variable  interest entities in which an enterprise holds a
variable  interest  it  acquired  before  February  1, 2003.  The Company has no
variable interest entities; therefore, the implementation of this interpretation
will not impact the Company's financial statements.

     In  December  2002,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 148,  "Accounting  for  Stock-Based  Compensation - Transition and
Disclosure"  ("SFAS  148").  SFAS 148 amends  Statement of Financial  Accounting
Standards No. 123,  "Accounting for Stock-Based  Compensation"  ("SFAS 123"), to
provide  alternative methods of transition for companies that voluntarily change
to  a  fair   value-based   method  of  accounting  for   stock-based   employee
compensation.  SFAS 148 also amends the  disclosure  provisions  of SFAS 123 for
both interim and annual financial statements.  The disclosure provisions of SFAS
148 are effective for annual  reports for fiscal years ending after December 15,
2002, and for interim  financials for periods beginning after December 15, 2002.
The Company adopted the interim  reporting  provisions of SFAS 148 for its third
quarter  ended April 26,  2003 and the annual  reporting  provisions  for fiscal
2003.

     In April 2003, the FASB issued SFAS No.149,  "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  the  accounting  for  derivative   instruments,   including   certain
derivative  instruments embedded in other contracts,  and for hedging activities
under SFAS 133, "Accounting for Derivative  Instruments and Hedging Activities."
SFAS No. 149 is generally effective for contracts entered into or modified after
June 30, 2003 and for hedging relationships  designated after June 30, 2003. The
adoption  of SFAS No. 149 on July 1,  2003,  as  required,  had no impact on the
Company's financial statements.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS
No. 150 establishes  standards for how an issuer classifies and measures certain
financial  instruments with characteristics of both liabilities and equity. SFAS
No. 150 requires that certain financial instruments be classified as liabilities
that were previously considered equity. The adoption of this standard on July 1,
2003, as required, had no impact on the Company's financial statements.


<PAGE>



         Use of estimates

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

         Comprehensive income

     Comprehensive  income consists of net earnings and unrealized holding gains
and losses on marketable securities, net of tax.

         Stock based compensation

     The Company  uses the  intrinsic  value  method to account for  stock-based
compensation  in accordance  with  Accounting  Principles  Board Opinion No. 25,
where  compensation  expense,  if any,  is  measured as the excess of the market
price  of the  stock  over  the  exercise  price  on the  measurement  date.  No
compensation  expense is recognized for the Company's option grants that have an
exercise  price  equal  to the  market  price  on the  date of  grant or for the
Company's  Employee  Stock  Purchase  Plan.  In  accordance  with SFAS No.  148,
"Accounting for Stock-Based  Compensation-Transition and Disclosure-An Amendment
of SFAS No. 123" ("SFAS  148"),  the Company  discloses the pro forma effects of
recording  stock-based employee compensation plans at fair value on net earnings
and net earnings  per common  share--basic  and diluted" as if the  compensation
expense was recorded in the financial statements.

     Had compensation  cost for the Company's stock option plans been determined
based on the fair value at the option grant dates for awards in accordance  with
the accounting  provisions of SFAS No. 148 (which does not apply to awards prior
to fiscal  1996),  the  Company's net earnings and earnings per share for fiscal
2003,  fiscal  2002 and fiscal  2001  would  have been  reduced to the pro forma
amounts indicated below:


                                              Fiscal Year Ended
                                            -----------------------
                                 July 26,           July 27,            July 28,
                                     2003               2002                2001
                                ---------          ---------           ---------
Net earnings (in 000's):
         As reported              $8,044             $37,941             $35,321
         Pro forma                $6,105             $36,512             $33,959

Earnings per share - basic:
         As reported               $0.26               $1.04               $0.97
         Pro forma                 $0.20               $1.00               $0.93

Earnings per share - diluted:
         As reported               $0.25               $1.01               $0.94
         Pro forma                 $0.19               $0.97               $0.91



<PAGE>



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

                                                   Fiscal Year Ended
                                                 -----------------------
                                           July 26,      July 27,       July 28,
                                               2003          2002           2001
                                          ---------     ---------      ---------

Weighted average risk-free interest rate      3.1%           4.0%           5.4%
Weighted average expected life (years)        5.0            5.0            5.0
Expected volatility of the market price
   of the Company's common stock             43.9%          43.9%          44.8%


     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating the fair value of traded options,  which have no vesting restrictions
and are fully transferable.  In addition,  option valuation models require input
of highly subjective  assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics  significantly
different from those of traded options,  and because changes in subjective input
assumptions  can  materially  affect the fair value  estimate,  in  management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its employee stock options.

         Financial instruments

     Concentration  of Credit Risk - Financial  instruments,  which  potentially
subject the Company to  concentrations  of credit  risk,  are  principally  bank
deposits and short-term  investments.  Cash and cash  equivalents  are deposited
with  high  credit  quality  financial   institutions.   Short-term  investments
principally consist of triple A or double A rated instruments.

     Fair Value of Financial  Instruments - The carrying  amounts of cash,  cash
equivalents,  short-term investments and accounts payable approximate fair value
because of the short-term nature, and maturity of such instruments.

         Stock Split

     The Company's Board of Directors approved a 2-for-1 stock split in the form
of a 100% stock dividend on the Company's issued and outstanding common stock in
May 2002. The stock dividend was  distributed on May 31, 2002 to shareholders of
record on May 17, 2002. All historic share and per share  information  contained
in this report have been adjusted to reflect the impact of the stock split.

         Treasury (Reacquired) Shares

     Shares  repurchased  are  retired and treated as  authorized  but  unissued
shares,  with the cost of the reacquired shares debited to retained earnings and
the par value debited to common stock.



<PAGE>



<TABLE>
2.       MARKETABLE SECURITIES AND INVESTMENTS

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

<CAPTION>
                                                                     July 26, 2003                    July 27, 2002
                                                                     -------------                    -------------
(In 000's)                                              Estimated                          Estimated
                                                      Fair Value            Cost         Fair Value           Cost
<S>                                                <C>                <C>             <C>               <C>
Money Market Funds                                       $ 10,301           $10,301         $ 15,712          $15,712
Short Term Investments                                     27,581            27,581           43,041           43,041
Tax Free Municipal Bonds                                   74,286            74,199          102,980          102,296
US Govt. Securities Fund                                    1,729             1,878            1,741            1,878
                                                        ---------         ---------        ---------        ---------
                                                        $113,897          $113,959         $163,474         $162,927
                                                        =========         =========        =========        =========
</TABLE>


<TABLE>
         The scheduled maturities of marketable securities and investments at
July 26, 2003 are:

<CAPTION>
                                                                                           Estimated
Due In                     (in 000's)                                                    Fair Value                    Cost
------                                                                                   -----------                --------
<S>                                                                                  <C>                    <C>
One year or less                                                                             $73,110                $ 73,239
One year through five years                                                                   22,742                  22,722
Six years through ten years                                                                    2,531                   2,533
Over ten years                                                                                15,514                  15,465
                                                                                           ---------                --------
                                                                                            $113,897                $113,959
                                                                                           =========                ========
</TABLE>

     Unrealized  holding  gains  and  (losses)  at July 26,  2003  netted  to an
unrealized loss of approximately  $62,000.  Proceeds and gross realized (losses)
gains from the sale of  securities  in fiscal  2003,  2002 and 2001 were  $138.3
million and ($0.7)  million,  $108.8 million and $1.0 million and $119.7 million
and $0.3 million,  respectively.  For the purposes of determining gross realized
gains and losses, the cost of securities is based upon specific identification.


<TABLE>
3.       LONG-TERM DEBT

         Long-term debt consists of the following:
<CAPTION>

                                                                                              July 26,         July 27,
(in 000's)                                                                                        2003             2002
                                                                                             ---------        ---------
<S>                                                                                      <C>                <C>
Dunnigan Realty, LLC mortgage loan                                                            $ 34,000           $  ---
Less: current portion                                                                            (979)              ---
                                                                                             ---------        ---------

Total                                                                                          $33,021           $  ---
                                                                                              ========         ========
</TABLE>

     The Dunnigan Realty,  LLC mortgage loan (the "mortgage") is  collateralized
by a mortgage lien on a  distribution/office  facility in Suffern, New York (the
"Suffern  facility"),  of which the major  portion  is the  Company's  corporate
offices and distribution center. Dunnigan Realty, LLC, a wholly owned subsidiary
of the Company,  receives rental income and  reimbursement  for taxes and common
area maintenance charges from the Company and two additional tenants that occupy
the Suffern facility that are not affiliated with the Company.  All intercompany
transaction  transactions are eliminated.  Payments of principal and interest on
the mortgage,  a 20-year  fully  amortizing  loan with a fixed  interest rate of
5.33%,  are due monthly through July 2023. In connection with the mortgage,  the
Company paid approximately $1.7 million in debt issuance costs. These costs were
capitalized  and will be  amortized  over the  life of the  mortgage.  Scheduled
maturities of the mortgage in each of the next five fiscal years are as follows:
2004-$1.0   million;    2005-$1.0   million;    2006-$1.1   million;   2007-$1.1
million;2008-$1.2  million  and 2009 and  thereafter-  $28.7  million.  Interest
expense relating to the mortgage for fiscal 2003 was approximately $164,000.


<PAGE>


4.       EARNINGS PER SHARE

     Basic  earnings  per share are  computed  based upon the  weighted  average
number of common  shares  outstanding.  Diluted  earnings per share are computed
based upon the weighted  average number of common and common  equivalent  shares
outstanding.  Common equivalent shares outstanding  consist of shares covered by
stock options.

<TABLE>
     A  reconciliation  of basic and diluted  weighted  average number of common
shares outstanding is presented below:

<CAPTION>
                                                                                                    Fiscal Year Ended
(In 000's)                                                                            July 26,          July 27,         July 28,
                                                                                         2003              2002             2001
                                                                                    ----------        ----------        ---------
<S>                                                                               <C>               <C>              <C>
Weighted average number of common shares outstanding - basic                            31,219            36,495           36,481

Net effect of dilutive stock options based on the treasury
     stock method using the average market price                                           723             1,021            1,013
                                                                                    ----------        ----------        ---------

Weighted average number of common shares outstanding - diluted                          31,942            37,516           37,494
                                                                                        ======           =======         ========

</TABLE>

     Common stock  equivalents of 170,000 and 150,000 for the fiscal years ended
July 26, 2003 and July 27, 2002, respectively, were excluded because such common
stock equivalents were anti-dilutive. All common stock equivalents were dilutive
for the fiscal year ended July 28, 2001.


5.       LITIGATION

     The Company is involved in various  routine legal  proceedings  incident to
the ordinary  course of business.  On May 18, 2000,  an action was filed against
the Company seeking  compensatory and punitive damages in an unspecified  amount
for alleged unfair trade practices and alleged breach of contract arising out of
negotiations for an acquisition the Company never concluded.  The case went to a
jury trial in 2003,  and a jury verdict of $30 million of  compensatory  damages
was  awarded.   On  July  7,  2003,  the  court  entered  a  final  judgment  of
approximately $32 million in compensatory damages and expenses, which is subject
to post-judgment  interest. The trial court ruled against the plaintiffs' motion
for any punitive damages or pre-judgment  interest.  Based on this judgment, the
Company recorded a litigation  charge of $32 million in its fiscal 2003's fourth
quarter results for this judgment. The Company believes there is no merit in the
jury verdict and is vigorously  pursuing an appeal.  If upon appeal the judgment
is  subsequently  reduced or reversed,  the Company  will adjust its  litigation
accrual accordingly. The Company has also accrued for other litigation currently
outstanding,  resulting in a total  litigation  accrual of  approximately  $35.6
million as of July 26, 2003.


6.       EMPLOYEE BENEFIT PLANS

     The  Company  sponsors  a  defined  contribution  retirement  savings  plan
(401(k)) covering all eligible employees. The Company also sponsors an Executive
Retirement  Plan for  certain  officers  and key  executives.  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
2003, 2002 and 2001 the Company incurred expenses of $1,363,000,  $1,156,000 and
$1,619,000, respectively, relating to the contributions to and administration of
the above plans.  The Company also  sponsors 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.


<PAGE>



7.       INCOME TAXES

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

<CAPTION>
                                                                             Fiscal Year Ended
(In 000's)                                                     July 26,          July 27,         July 28,
                                                                  2003              2002             2001
                                                             ----------        ----------        ---------
<S>                                                         <C>              <C>              <C>
Federal:
         Current                                                $7,772           $16,517          $16,210
         Deferred                                               (4,314)            1,090             (749)
                                                             ----------        ----------        ---------
                                                                 3,458            17,607           15,461
                                                             ----------        ----------        ---------
State:
         Current                                                 2,138             3,415            5,562
         Deferred                                               (1,072)              320             (720)
                                                             ----------        ----------        ---------
                                                                 1,066             3,735            4,842
                                                             ----------        ----------        ---------

Provision for income taxes                                      $4,524           $21,342          $20,303
                                                             ==========        ==========         ========

</TABLE>

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

<CAPTION>
                                                                                 July 26,         July 27,          July 28,
(in 000's)                                                                           2003             2002              2001
                                                                                ---------        ---------         ---------
<S>                                                                          <C>                <C>              <C>
Deferred tax assets:
   Inventory capitalization and inventory-related items                           $10,460           $1,927            $2,822
   Capital loss carryover                                                           2,847            2,759             2,622
   Employee benefits                                                                2,438            2,754             1,494
   Litigation accrual                                                              14,308              ---               ---
   Other items                                                                      2,973            4,739             8,382
                                                                                ---------        ---------         ---------
     Total deferred tax assets                                                     33,026           12,179            15,320
                                                                                ---------        ---------         ---------
Deferred tax liabilities:
   Depreciation                                                                    17,265            4,878             4,630
   Other items                                                                      1,659            1,432             3,412
                                                                                ---------        ---------         ---------
     Total deferred tax liabilities                                                18,924            6,310             8,042
                                                                                ---------        ---------         ---------
Valuation allowance:                                                               (2,847)             ---               ---
                                                                                ---------        ---------         ---------
Net deferred tax assets                                                           $11,255           $5,869            $7,278
                                                                                 ========          =======            ======
</TABLE>
     The net deferred tax assets were comprised of  approximately  $2,240,000 in
state deferred taxes and $9,015,000 in federal deferred taxes. In fiscal 2003, a
valuation allowance of approximately $2,847,000 was been established relating to
the capital loss carryforward, as the utilization of such amount is not assured.
In addition,  the Company  successfully  resolved  several  major audits  during
fiscal  2003,  resulting  in a  credit  to its  fiscal  2003 tax  provision  for
approximately $2,645,000.


<PAGE>



<TABLE>
     Following is a reconciliation  of the statutory Federal income tax rate and
the effective income tax rate applicable to earnings before income taxes:

<CAPTION>
                                                                          Fiscal Year Ended
                                                                         ---------------------
                                                               July 26,          July 27,         July 28,
                                                                   2003              2002             2001
                                                             ----------        ----------        ---------
<S>                                                          <C>               <C>              <C>
Statutory tax rate                                               35.0 %            35.0 %           35.0 %
State taxes - net of federal
  Benefit                                                         5.5 %             5.2 %            5.5 %
Valuation allowance - loss carryforward                          22.7 %               ---              ---
Provision adjustment- resolution of tax audits                  (22.5)%               ---              ---
Other - net, primarily tax-free interest                         (4.7)%            (4.2)%           (4.0)%
                                                                 ------            ------           ------

Effective tax rate                                               36.0 %            36.0 %            36.5%
                                                                 ======           =======            =====
</TABLE>


8.       COMMITMENTS AND CONTINGENCIES


Lease commitments

     The Company leases all of its stores and its distribution  center.  Certain
leases provide for additional  rents based on percentages of net sales,  charges
for real  estate  taxes,  insurance  and other  occupancy  costs.  Store  leases
generally  have an  initial  term  ranging  from 5 to 15 years  with one or more
5-year  options to extend the lease.  Some of these leases have  provisions  for
rent escalations  during the initial term. The Company leases its 510,000 square
foot office and distribution  center in Suffern,  New York from Dunnigan Realty,
LLC, a  wholly-owned  subsidiary  which was formed  solely to purchase,  own and
operate the entire  facility  (the  "Suffern  facility")  including  the portion
occupied by the Company.  The Company's lease with Dunnigan Realty,  LLC expires
in 2023,  which  coincides  with the term of the  underlying  mortgage  Dunnigan
Realty, LLC utilized to finance the purchase of the Suffern facility (see Note 3
for  additional  information  regarding  the  mortgage).  Dunnigan  Realty,  LLC
receives rental income and  reimbursement  for taxes and common area maintenance
charges from two  additional  tenants that occupy the Suffern  facility that are
not  affiliated  with the Company.  The rental  income from the other tenants is
shown as "other  income" on the Company's  Consolidated  Statements of Earnings.
All intercompany transactions are eliminated.

<TABLE>
         A summary of occupancy costs follows:

<CAPTION>
                                                                           Fiscal Year Ended
                                                                        -----------------------
                                                               July 26,          July 27,         July 28,
(in 000's)                                                         2003              2002             2001
                                                             ----------        ----------        ---------

<S>                                                         <C>                <C>              <C>
Base rentals                                                   $ 87,447           $85,593          $78,920
Percentage rentals                                                3,898             2,591            2,192
Other occupancy costs                                            29,069            25,349           23,114
                                                             ----------        ----------        ---------
                                                                120,414           113,533          104,226
                                                             ----------        ----------        ---------
Less: Rental income from third parties                             (779)              ---              ---
                                                             ----------        ----------        ---------
Total                                                          $119,635          $113,533         $104,226
                                                              =========         =========         ========
</TABLE>


<PAGE>



     The following is a schedule of future minimum rentals under  noncancellable
operating  leases as of July 26,  2003,  including  rents  payable  to  Dunnigan
Realty, LLC for the Suffern facility (dollars in thousands):

             Fiscal Year                           Amount
            -------------                       -------------
                2004                              $ 90,029
                2005                                78,206
                2006                                64,140
                2007                                50,803
                2008                                35,632
         Subsequent years                          126,608
                                                 ---------

         Total future minimum rentals             $445,418
                                                  ========

     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 two stores from its Chairman or related  trusts.  Future
minimum  rentals under leases with such related parties which extend beyond July
26, 2003,  included in the above schedule,  are approximately  $247,000 annually
and in the aggregate $1.3 million.  The leases also contain  provisions for cost
escalations  and  additional  rent  based on net sales in  excess of  stipulated
amounts.  Rent expense for fiscal  years 2003,  2002 and 2001 under these leases
amounted to approximately $309,000, $288,000 and $346,000, respectively.


Lines of credit

     At July 26, 2003, the Company had unsecured  lines of credit with two banks
totaling $75 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 26,  2003.
However,  approximately $41 million of outstanding letters of credit reduced the
credit lines available.


<TABLE>
Contractual obligations and commercial commitments

     The estimated significant contractual cash obligations and other commercial
commitments at July 26, 2003 are summarized in the following table:



<CAPTION>
                                         -----------------------------------------------------------------------------
                                                                     Payments Due by Period (000's)
                                         -----------------------------------------------------------------------------

Contractual                                                  Fiscal          Fiscal       Fiscal 2007-    Fiscal 2009
                                                                            2005-
Obligations                                       Totals      2004           2006           2008         And Beyond
----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>           <C>              <C>           <C>
Operating lease obligations                     $445,418        $90,029       $142,346         $86,435       $126,608
Mortgage principal and interest                   55,351          2,768          5,535           5,535         41,513
                                         -----------------------------------------------------------------------------
                                                $500,769        $92,797       $147,881         $91,970       $168,121
                                         =============================================================================
</TABLE>


<PAGE>

<TABLE>


<CAPTION>
                                         -----------------------------------------------------------------------------
                                                        Amount of Commitment Expiration Period (000's)
                                         -----------------------------------------------------------------------------
Other Commercial                                             Fiscal          Fiscal       Fiscal 2007-    Fiscal 2009
                                                                             2005-
Commitments                                       Totals      2004           2006           2008         And Beyond
----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>          <C>             <C>            <C>
Trade letters of credit                          $37,082        $37,082            ---             ---            ---
Standby letters of credit                          3,905          3,905            ---             ---            ---
                                        -----------------------------------------------------------------------------
                                                 $40,987        $40,987           $---            $---           $---
                                         =============================================================================
</TABLE>

     In addition to the commitments  represented in the above table, the Company
enters into a number of cancelable  and  non-cancelable  commitments  during the
year. Typically,  these commitments are for less than a year in duration and are
principally focused on the construction of new retail stores and the procurement
of  inventory.  The  Company  does  not  maintain  any  long-term  or  exclusive
commitments or arrangements to purchase  merchandise  from any single  supplier.
Preliminary  commitments with the Company's  private label  merchandise  vendors
typically  are made five to seven  months in advance of  planned  receipt  date.
Substantially  all  of  the  Company's   merchandise  purchase  commitments  are
cancelable up to 30 days prior to the vendor's scheduled shipment date.

Legal proceedings

     The Company is involved in various  routine legal  proceedings  incident to
the ordinary  course of business.  The Company  believes that the outcome of all
pending and threatened legal proceedings  (except for the matter as discussed in
Note 5) will, on the whole,  not have a material adverse effect on its financial
condition or results of operations.


9.       STOCK-BASED COMPENSATION PLANS


     At July 26, 2003, the Company had five stock-based  compensation plans. The
Company's 1993  Incentive  Stock Option Plan provides for the grant of incentive
stock  options  ("ISO's")  to purchase up to 2,500,000  shares of the  Company's
common stock. As of July 26, 2003, there were 231,052 shares under the 1993 plan
available  for future grant.  The Company's  1995 Stock Option Plan provides for
the  granting  of  either  ISO's or  non-qualified  options  to  purchase  up to
4,000,000 shares of common stock. As of July 26, 2003, there were 257,514 shares
under the 1995 plan available for future grant.  The Company's 2001 Stock Option
Plan  provides  for the  granting of either  ISO's or  non-qualified  options to
purchase up to 4,000,000 shares of common stock. As of July 26, 2003, there were
3,431,667 shares under the 1995 plan available for future grant.

     The exercise  price of ISO's  granted under any of the option plans may not
be less  than the  market  price  of the  common  stock  at the  date of  grant.
Generally,  all options  granted under these plans vest over a five-year  period
and expire after ten years from the date of grant.

     The Company's  1983  Incentive  Stock Option Plan expired on April 4, 1993,
and the Company's 1987 Non-Qualified Stock Option Plan expired December 7, 1997.
Accordingly,  the Company can no longer  grant  options  under either of the two
expired plans.  The Company's  Employee Stock Purchase Plan allows  employees to
purchase  shares of the Company's  common stock during each  quarterly  offering
period at a 10% discount through weekly payroll deductions.


<PAGE>


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

<CAPTION>
                                               July 26, 2003                   July 27, 2002                   July 28, 2001
                                               -------------                   -------------                   -------------
                                                          Weighted                        Weighted                        Weighted
                                                           Average                        Average                         Average
                                                          Exercise                        Exercise                        Exercise
                                                Options     Price              Options     Price               Options     Price
                                      ----------------------------------------------------------------------------------------------
<S>                                        <C>               <C>          <C>                <C>          <C>                <C>
Options outstanding - beginning of
year                                         2,734,352         $8.14        3,164,870          $7.26        3,641,286          $6.16
Granted                                        909,883         12.54          797,266          10.95          716,938          10.50
Cancelled                                      (59,200)         8.27         (444,580)         10.26          (95,848)          6.92
Exercised                                     (634,540)         6.76         (783,204)          6.21       (1,097,506)          5.77
                                     -----------------------------------------------------------------------------------------------

Outstanding end of year                      2,950,495         $9.80        2,734,352          $8.14        3,164,870          $7.26
                                     ===============================================================================================

Options exercisable
at year-end                                    528,208         $7.56          334,108          $4.09          469,044          $5.61
                                      ==============================================================================================


Weighted-average fair
value of options granted
during the year
                                                               $5.34                           $4.81                           $4.92
                                                        ==============                 ===============                 =============
</TABLE>

<TABLE>
     The following table summarizes  information about stock options outstanding
at July 26, 2003:


<CAPTION>
                                    Number                             Weighted Average       Number           Weighted
                              Outstanding as of    Weighted Average     Exercise Price    Exercisable as       Average
  Range of Exercise Prices         7/26/03          Remaining Life                          of 7/26/03      Exercise Price
----------------------------------------------------------------------------------------------------------------------------

<S>                             <C>                <C>                   <C>               <C>               <C>
 $2.50 - $4.65                     120,286            3.13 years            $2.89             120,286           $2.89
  5.25 -   7.03                    932,660            5.95 years            $6.87             189,908           $6.76
  7.81 -  10.84                    803,666            7.69 years            $10.06            166,654           $10.01
11.25 -  13.25                     430,550            8.89 years            $11.27            21,360            $11.31
13.51 -  15.11                     663,333            9.27 years            $13.88            30,000            $15.11
                              ----------------------------------------------------------------------------------------------

$2.50 - $15.11                    2,950,495           7.48 years            $9.80             528,208           $7.56
                              ==============================================================================================
</TABLE>


<PAGE>


<TABLE>
10. QUARTERLY RESULTS OF OPERATIONS (unaudited) (in thousands, except per share
 amounts)


<CAPTION>
                                                        Fiscal         Fourth          Third         Second           First
                                                          Year        Quarter        Quarter        Quarter         Quarter
Fiscal Year ended July 26, 2003
<S>                                             <C>            <C>            <C>            <C>             <C>
Net sales                                             $707,121       $188,131       $165,692       $167,372        $185,926
Gross profit,
  less occupancy
  and buying costs                                     253,943         72,278         55,338         60,107          66,220
Income tax  expense                                      4,524        (4,498)          1,468          2,627           4,927
(benefit)
Net earnings (loss)                                      8,044        (7,992)          2,609          4,668           8,759
Earnings (loss) per share (1)
       Basic                                             $0.26        ($0.27)          $0.09          $0.16           $0.24
       Diluted                                           $0.25        ($0.27)          $0.09          $0.15           $0.23
</TABLE>


<TABLE>
<CAPTION>
                                                        Fiscal         Fourth          Third         Second           First
                                                          Year        Quarter        Quarter        Quarter         Quarter
Fiscal Year ended July 27, 2002
<S>                                             <C>            <C>            <C>            <C>             <C>
Net sales                                             $717,136       $186,697       $177,119       $171,241        $182,079
Gross profit,
  less occupancy
  and buying costs                                     263,708         74,267         65,315         61,752          62,374
Income taxes                                            21,342          7,547          5,359          3,999           4,437
Net earnings                                            37,941         13,418          9,526          7,109           7,888
Earnings per share (1)
       Basic                                             $1.04          $0.37          $0.26          $0.19           $0.22
       Diluted                                           $1.01          $0.36          $0.25          $0.19           $0.21


<FN>
 (1) 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.
</FN>
</TABLE>