SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          FORM 10-K AMENDMENT NUMBER 1
              ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended July 31, 1999 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)

                                 (914) 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. [X].

As of October 25, 1999, 20,058,287 shares of common shares were outstanding. The
aggregate  market  value of the common  shares  (based upon the October 25, 1999
closing  price of $17.8125 on the NASDAQ Stock  Market) of The Dress Barn,  Inc.
held by non-affiliates was approximately $74.1 million. For the purposes of such
calculation, all outstanding shares of Common Stock have been considered held by
non-affiliates,  other than the 4,157,555 shares beneficially owned by Directors
and Officers of the registrant. In making such calculation,  the registrant does
not determine the affiliate or non-affiliate  status of any shares for any other
purpose.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the  registrant's  Proxy  Statement  for  the  Annual  Meeting  of
Shareholders to be held on December 21, 1999 are  incorporated  into Parts I and
III of this Form 10-K.

                                   Cover Page

<PAGE>

<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Balance Sheets
Dollars in thousands, except share data

<CAPTION>
                                                                                 July 31,                 July 25,
ASSETS                                                                               1999                     1998
                                                                         -----------------        -----------------
Current Assets:
<S>                                                                            <C>                       <C>
     Cash and cash equivalents                                                    $17,492                   $3,032
     Marketable securities and investments (Note 2)                               139,400                  139,994
     Merchandise inventories                                                      110,138                  102,706
     Prepaid expenses and other                                                     2,038                    4,201
                                                                         -----------------        -----------------
        Total Current Assets                                                      269,068                  249,933
                                                                         -----------------        -----------------
Property and Equipment:
     Leasehold improvements                                                        55,542                   54,201
     Fixtures and equipment                                                       119,723                  104,500
     Computer software                                                              7,007                    9,018
     Automotive equipment                                                             499                      415
                                                                         -----------------        -----------------
                                                                                  182,771                  168,134
     Less accumulated depreciation
       and amortization                                                           101,416                   86,399
                                                                         -----------------        -----------------
                                                                                   81,355                   81,735
                                                                         -----------------        -----------------
Deferred Income Taxes (Note 4)                                                      9,866                    3,076
                                                                         -----------------        -----------------
Other Assets                                                                        3,290                    6,410
                                                                         -----------------        -----------------
                                                                                 $363,579                 $341,154
                                                                         =================        =================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable- trade                                                      $62,215                  $41,211
     Accrued expenses                                                              38,504                   31,508
     Customer credits                                                               3,364                    2,827
     Income taxes payable                                                           5,896                       --
                                                                         -----------------        -----------------
        Total Current Liabilities                                                 109,979                   75,546
                                                                         -----------------        -----------------
Commitments (Note 5)
Shareholders' Equity:
     Preferred stock, par value $.05 per share:
       Authorized- 100,000 shares
       Issued and outstanding- none                                                    --                       --
     Common stock, par value $.05 per share:
       Authorized- 30,000,000 shares
       Issued- 24,646,278 and 24,506,559
             shares, and outstanding- 19,936,478 and
             22,839,059 shares, respectively                                        1,232                    1,225
     Additional paid-in capital                                                    28,797                   25,175
     Retained earnings                                                            292,428                  259,104
     Treasury stock, at cost                                                     (68,274)                 (21,005)
     Accumulated other comprehensive (loss) income                                  (583)                    1,109
                                                                         -----------------        -----------------
                                                                                  253,600                  265,608
                                                                         =================        =================
                                                                                 $363,579                 $341,154
                                                                         =================        =================
<FN>

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