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 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>


                              THE DRESS BARN, INC.
                                    FORM 10-K
                         FISCAL YEAR ENDED JULY 31, 1999
                                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
                           Store Development, Operations and Management      10
                           Management Information Systems                    11
                           Trademarks                                        11
                           Employees                                         12
                           Seasonality                                       12
                           Forward-Looking Statement and Factors             12
                                 Affecting Future Performance
         Item 2            Properties                                        14
         Item 3            Legal Proceedings                                 15
         Item 4            Submission of Matters to a Vote                   15
                                 of Security Holders
         Item 4A           Executive Officers of the Registrant              16

PART II
         Item 5            Market for Registrant's Common Stock and          17
                                 Related Security Holders Matters
         Item 6            Selected Financial Data                           18
         Item 7            Management's Discussion and Analysis of           19
                                 Financial Condition and Results of Operations
         Item 8            Financial Statement and Supplementary Data        22
         Item 9            Changes in and Disagreements with Accountants     22
                                 on Accounting and Financial Disclosure

PART III
         Item 10           Directors and Executive Officers                  23
                                 of the Registrant
         Item 11           Executive Compensation                            23
         Item 12           Security Ownership of Certain Beneficial Owners   23
                                 and Management
         Item 13           Certain Relationships and Related Transactions    23

PART IV
         Item 14           Exhibits, Financial Statement Schedules
                                 and Reports on Form 8-K                     24

<PAGE>
                                     PART I

ITEM 1.  BUSINESS


General


         Dress Barn  operates  a national  chain of  specialty  stores  offering
in-season,  moderate to better  quality career and casual fashion to the working
woman at value prices. Over the past several years, the Company has evolved from
an  off-price  chain  to  a  value-priced   specialty   retailer.   The  Company
distinguishes  itself  from (i)  off-price  retailers  by its  carefully  edited
selection of in-season, first-quality merchandise,  service-oriented salespeople
and its comfortable  shopping  environment,  (ii) department stores by its value
pricing and convenient  locations and (iii) other specialty apparel retailers by
its continuous focus on Dress Barn's target customer. As part of this focus, the
Company  has  successfully  developed  its own  line of  private  brands,  which
constituted  approximately  70% of net sales for the fiscal  year ended July 31,
1999 ("fiscal 1999").


         The Company's  stores operate  primarily under the names Dress Barn and
Dress Barn Woman,  the latter  featuring larger sizes of styles similar to those
found in the Dress Barn stores.  The Company  also  operates  combination  Dress
Barn/Dress Barn Woman stores ("Combo  Stores"),  which carry both Dress Barn and
Dress Barn Woman  merchandise.  As of July 31,  1999,  the Company  operated 674
stores  in 43 states  and the  District  of  Columbia,  consisting  of 319 Combo
Stores, 290 Dress Barn stores and 65 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  9,000
square feet.  Based on the success of its Combo Stores,  the Company is focusing
its expansion strategy on opening new Combo Stores and converting existing Dress
Barn and Dress Barn Woman stores to the combination format. The Company plans to
open or  convert  approximately  70  additional  Combo  Stores by the end of its
fiscal year ending July 30, 2000 ("fiscal 2000").


Company Strengths and Strategies


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


         Since the Company's  formation in 1962,  Dress Barn has established and
reinforced its image as a source of fashion and value for the working woman. The
Company's 674 store locations in 43 states and the District of Columbia  provide
it with a nationally  recognized name. In addition,  the Company believes it has
developed high awareness among its target customers through on-going advertising
and local marketing activities.


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

<PAGE>

         The three  senior  members  of the  Company's  merchandising  team have
worked  together at Dress Barn for over 15 years,  with each having  substantial
previous fashion retailing experience.  The Company's executive officers have an
average  tenure at Dress Barn of 17 years.  The stability of its  management has
enabled the Company to develop a shared  culture and vision and to maintain  its
focus on growing and refining its business.


         In fiscal  1999,  the Company has taken steps to  reposition  itself to
appeal to a younger  feeling  customer while  maintaining the Company's focus on
its target customer. This repositioning will include evolving the existing Dress
Barn image, building brand awareness and creating a "personality" for Dress Barn
that is unique and proprietary to the marketplace.  An implementation  strategy,
including updating the Dress Barn store logo and interior signage,  store design
improvements  and a national  "lifestyle"  marketing  campaign,  is currently in
progress.  The  Company  is  expanding  the  use  of  the  "Dress  Barn"  label,
emphasizing attributes over price. The merchandise mix is becoming somewhat more
casual,  younger in style, including more soft separates that can be coordinated
together.  Assortments are being narrowed to provide better edited, but broader,
assortments   for  added   depth  in  stock  and  more   appealing   merchandise
presentation.  In addition,  store interiors and fixturing are being  redesigned
for a more open and easier to shop environment.


         Dress Barn has used  technology to improve  merchandising  and customer
service, reduce costs and enhance productivity. The Company continues to enhance
its management  information  systems.  The Company is planning to upgrade all of
its store  personal  computers  and related  software  during  fiscal 2000.  The
Company's  distribution center systems continue to be refined,  further reducing
per-unit distribution costs.


         All aspects of Dress Barn's  business are designed to be  responsive to
the Dress  Barn  customer.  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  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 comprehensive training program encourages its sales
associates  to assist  customers in a low-key and friendly  manner.  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  balance sheet and internally  generated  funds provide a
competitive   advantage  that  enables  the  Company  to  pursue  its  long-term
strategies  regarding new stores,  capital  expenditures and  acquisitions.  The
Company  has an ongoing  strategy  of  supplementing  the  Company's  growth and
enhancing shareholder value through expansion into related businesses.


         During fiscal 1999,  the Company  established  its Catalog  division to
develop and launch the Dress Barn  Catalog,  and to cross  market the Dress Barn
brand between the retail and catalog customers.  The Company recruited a catalog
executive  to manage the  development  of the  catalog  and its  support  staff,
including  buyers,   media  and  circulation   planners  and  catalog  marketing
executives. The first catalog was mailed in September 1999, with plans for seven
additional  mailings  during fiscal 2000.  The Company is  outsourcing  the call
center  and  fulfillment  operations  to speed the  implementation  process  and
minimize the initial  capital  investment  required to establish  the Dress Barn
Catalog.  The Company intends to utilize the catalog  infrastructure  to develop
its e-commerce venture, which the company plans to launch in Spring 2000.

<PAGE>

         The  Company's  objective  is to become the leading  national  chain of
valued-priced  specialty  stores  offering  career  and casual  fashions  to the
moderate-income  working  woman.  Dress Barn seeks to be the  destination  value
specialty  retailer  brand  in the  immediate  trading  area  of its  units  for
consumers,  regardless of their fashion attitude, at moderate and upper moderate
price points. The Company has developed the following strategies to achieve this
goal:  (i) develop Dress Barn as a brand,  have it recognized as an authority in
its core categories with  merchandise  that provides  shoppers desired and value
added  features  at better  prices than  branded  large  space  retailers;  (ii)
gradually evolve Dress Barn's  merchandise  focus to include more fashion with a
"soft  separates"  focus;  (iii)  continue  to  open  Combo  Stores  with  added
concentration  on downtown and urban  locations;  (iv) further develop  customer
targeted  marketing,  utilizing cross  marketing  between its retail and catalog
customers,  and (v) further  improve  customer  service.  In connection with its
strategy, the Company is seeking a senior marketing executive.


         The Company has gradually  increased the percentage of sales from goods
manufactured  under Dress Barn's  private  brands,  as well as goods produced by
national brand  manufacturers  exclusively for Dress Barn, to approximately  70%
and 10%,  respectively,  of the Company's net sales for fiscal 1999. The Company
intends to focus its future  private  label  development  primarily on its Dress
Barn (R)  label,  which the  Company  intends  to  market  both as a brand and a
"lifestyle" on a national basis and co-brand through its Catalog and its stores.
Consequently, the Company plans to limit the use of its other private brands and
other national brand merchandise.


         The Company's stores carry a broad assortment of career wear, including
dresses, sweaters and other knitwear,  separates,  suits, as well as casual wear
items,  that are  carefully  edited to suit the  lifestyle  needs of its  target
customer.  Dress Barn does not seek to dictate fashion trends;  rather it offers
current styles but avoids fashion-forward merchandise that is subject to rapidly
changing trends.


         Based on the  success of its  larger  size Combo  Stores,  the  Company
expects  most fiscal 2000 store  openings to be Combo Stores  between  9,000 and
10,000 square feet.  Future store openings will likely include Combo Stores over
10,000  square  feet,  with  expanded  areas for  shoes,  petites  and other new
merchandise  categories,  as the Company seeks to become a destination specialty
store.  The Company plans to open a 15,000 square foot prototype  Combo Store in
Spring 2000.  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.  Of the  approximately  70 additional Combo stores
which the Company plans to open by the end of fiscal 2000, 50 are expected to be
new stores and 20 are expected to be  conversions  from  existing  Dress Barn or
Dress  Barn  Woman  stores.  The  Company  expects to  continue  to open  stores
primarily  in strip  centers,  though it is  accelerating  its focus on  seeking
downtown and urban locations.


         In  conjunction  with its strategy of adding Combo Stores,  the Company
continues  to close or relocate  its  underperforming  locations  and expects to
close  approximately 40 such locations during fiscal 2000, compared to 56 closed
in fiscal  1999.  The Company has the option under a  substantial  number of its
store  leases to  terminate  the lease at little or no 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 Combo
Stores,  net of store  closings,  is expected to result in an  approximately  8%
increase in the Company's aggregate store square footage for fiscal 2000.

<PAGE>

         The  Company  uses  several  marketing  tools,  such  as  transactional
analyses  through  point-of-sale  systems  and  customer  surveys,  in  order to
determine the preferences of its target customers, working women ages 25-55. The
Company  continues  to collect  data from its credit card program for use in its
targeted marketing programs. In addition, the Company in fiscal 1999 engaged two
highly regarded  retail  consultants to assist in the development of the Company
repositioning strategy for the future.


         Dress  Barn  continually  seeks  to  improve  the  customer's  shopping
experience.  For example, the Company's enhanced management  information systems
enable  store  managers  and  sales  associates  to spend  more  time  servicing
customers.  The Company  utilizes an ongoing  video-training  program to improve
customer service and sales associates' product knowledge and selling skills.


         To further enhance  shareholder  value, in December 1998, the Company's
Board of Directors authorized the Company to repurchase up to $75 million of the
Company's  common stock.  Through July 31, 1999, the Company has repurchased 3.0
million shares for an aggregate $47.3 million pursuant to this authorization.



Merchandising


         In  addition to the  Company's  broad  assortment  of career and casual
wear, the Company offers other wardrobe items  including  accessories,  jewelry,
hosiery and shoes. There are separate  merchandising teams for Dress Barn, Dress
Barn Woman and Catalog merchandise.  The Company intends for the Catalog to have
some  unique   merchandise,   but  primarily  to  cross-market  the  Dress  Barn
merchandise  between the Catalog and retail stores,  utilizing a channel-neutral
strategy for merchandising, pricing and returns.


         A key component of the Company's  merchandising strategy is to increase
the  percentage of its sales  derived from its private  labels,  especially  the
"Dress Barn" label.  The Company strategy is to develop Dress Barn as a national
brand;  have  it  recognized  as  an  authority  in  its  core  categories  with
merchandise  that provides  shoppers  desired and value added features at better
prices than  branded  large space  retailers.  This should  allow the Company to
differentiate  itself  from  other  retailers  by  providing  an  assortment  of
merchandise  that is not  available  elsewhere  and  value  to the  customer  by
providing  department  store taste and quality but at everyday prices that equal
or are below their sale prices.  The use of private  labels in general  improves
the Company's  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 private brands provide it
with more  flexibility  in the marketing  process by allowing for higher initial
mark-ons.  The Company  believes it has the  expertise to execute its Dress Barn
brand  strategy  due to  its  extensive  experience  sourcing  goods,  primarily
overseas,  its position as a merchandiser of established  fashions and its prior
experience with private brands.  The percentage of the Company's sales generated
from all private brand labels has increased to approximately  70% in fiscal 1999
from 65% in fiscal 1998, and 55% in fiscal 1997.


         The Company  continues to expand its  successful  shoe and  petite-size
departments.  As of July 31, 1999, 261 stores had shoe departments and 84 stores
featured  petites.  The Company expects to add approximately 50 shoe departments
and approximately 15 petite departments in fiscal 2000.

<PAGE>

         Virtually all  merchandising  decisions  affecting the Company's stores
are made centrally. Merchandising policy is under the direction of the Chairman,
the President and six merchandise managers.  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  size  of  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's  stores
offer  first-quality  current  merchandise,  with slightly more than half of the
Company's sales volume derived from sportswear,  and the remainder consisting of
dresses, suits, blazers and accessories.


Buying and Distribution


         Buying is conducted on a departmental  basis for Dress Barn, Dress Barn
Woman and  Catalog  merchandise  by the  Company's  staff of over 45 buyers  and
assistant buyers supervised by the President and six merchandise  managers and a
vice president of catalog  operations.  The Company also uses independent buying
representatives  in New York and overseas.  The Company  obtains its  nationally
branded  merchandise  from  approximately  350  vendors  and its  private  brand
merchandise  from more than 50  vendors.  Typical  lead times for the Company in
making purchases from its vendors range from  approximately  one month for items
such as dresses,  t-shirts,  socks and hosiery to  approximately  six months for
items  such  as  suits  and  sweaters.   Generally,   lead  times  do  not  vary
significantly  between  the  Company's  private  brands and  nationally  branded
merchandise.


         The Company  has in the past  always  been able to purchase  sufficient
quantities  of  first-quality  imported and domestic  merchandise  at attractive
prices from vendors who typically sell to department and specialty  stores,  and
management  believes that there will  continue to be an adequate  supply of such
merchandise  available.  The Company has also established  strong  relationships
with its private label  manufacturers,  and does not anticipate any difficulties
in obtaining sufficient  quantities of its private label merchandise.  No vendor
accounted for as much as 5% of the Company's purchases in fiscal 1999.


        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  seeks to use its
strong  relationships  with  vendors to lower its  operating  costs by  shifting
freight and  insurance  costs to the vendors  and by  requiring  them to provide
ancillary  services.  For  example,  over 90% of the  Company's  merchandise  is
pre-ticketed by vendors and over 40% is pre-packaged for distribution to stores,
which  allows  cross-docking  in  the  distribution  center  to the  stores.  In
addition,  over  half of the  hanging  garments  purchased  by the  Company  are
delivered  on  floor-ready  hangers.  Merchandise  for the  Catalog  division is
received at its third-party fulfillment center, where the merchandise is stored,
processed and shipped directly to the customer.


        The  Company  generally  does  not  warehouse  store  merchandise,   but
distributes  it  promptly  to stores.  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.  The  Company may on  occasion  buy  certain  basic
clothing  that does not change in style from year to year at  attractive  prices
and warehouse such items at its distribution center until needed.

<PAGE>


Store Locations and Properties


         As of July 31, 1999,  the Company  operated 674 stores in 43 states and
the District of Columbia.  352 of the stores were conveniently  located in strip
centers and 253 stores were located in outlet  centers.  During  fiscal 1999, no
store  accounted for as much as 1% of the Company's  total sales.  The following
table indicates the type of shopping facility in which the stores were located:

<TABLE>
<CAPTION>
                                                                                   Dress Barn
                                                              Dress Barn                Woman              Combo
      Type of Facility                                            Stores               Stores             Stores            Total
<S>                                                           <C>                   <C>               <C>              <C>
Strip Shopping Centers                                               169                   29                154              352
Outlet Malls and Outlet Strip Centers                                 82                   31                140              253
Free Standing, Downtown and Enclosed Malls                            39                    5                 25               69(*)

Total                                                                290                   65                319              674

<FN>
(*) Includes 18 downtown locations
</FN>
</TABLE>

<TABLE>
         The  table on the  following  page  indicates  the  states in which the
stores operating on July 31, 1999 were located, and the number of stores in each
state:

<PAGE>

<CAPTION>
Location                                                                    DB                DBW              Combos
                                                                       -------            -------              ------
<S>                                                                    <C>                <C>                  <C>
Alabama                                                                      1                  -                   3
Arizona                                                                      5                  1                   5
Arkansas                                                                     -                  -                   2
California                                                                  19                  4                  18
Colorado                                                                     4                  1                   6
Connecticut                                                                 12                  3                  13
District of Columbia                                                         1                  -                   1
Delaware                                                                     3                  -                   2
Florida                                                                     12                  1                   8
Georgia                                                                      7                  2                  16
Idaho                                                                        -                  -                   2
Illinois                                                                     6                  -                  20
Indiana                                                                      7                  -                   3
Iowa                                                                         -                  -                   2
Kansas                                                                       1                  1                   4
Kentucky                                                                     1                  -                   4
Louisiana                                                                    -                  -                   2
Maine                                                                        2                  1                   -
Maryland                                                                     8                  2                  10
Massachusetts                                                               17                  4                  17
Michigan                                                                    14                  2                  16
Minnesota                                                                    1                  -                   2
Mississippi                                                                  1                  -                   4
Missouri                                                                     3                  2                  12
Nebraska                                                                     -                  -                   2
Nevada                                                                       2                  -                   2
New Hampshire                                                                3                  -                   4
New Jersey                                                                  25                 11                  12
New York                                                                    30                  5                  25
North Carolina                                                              14                  6                  13
Ohio                                                                         7                  1                  10
Oklahoma                                                                     1                  -                   1
Oregon                                                                       2                  2                   2
Pennsylvania                                                                27                  6                  16
Rhode Island                                                                 2                  -                   2
South Carolina                                                              12                  1                   4
Tennessee                                                                    8                  3                  10
Texas                                                                       12                  1                  18
Utah                                                                         2                  1                   2
Vermont                                                                      -                  -                   1
Virginia                                                                    16                  3                  13
Washington                                                                   2                  1                   4
West Virginia                                                                -                  -                   1
Wisconsin                                                                    -                  -                   5

                                                                           ---                 --                 ---
Total                                                                      290                 65                 319
                                                                           ---                 --                 ---
</TABLE>

<PAGE>


Store Development, Operations and Management


         In considering new store locations, the Company's focus is expanding in
its existing  major trading and  high-density  markets,  in many cases seeking a
downtown  or urban  location  and/or  adding to a cluster of  suburban  or other
locations.  Downtown and urban locations are considered  based on pedestrian and
mass transit traffic  patterns,  proximity to major corporate centers and office
towers 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.  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 each
new lease. The committee 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 of the
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  complete  outfits
coordinated  from among the stores' fashion  offerings.  The Company is updating
its store  interiors,  interior signage and fixturing for a more open and easier
to shop environment.

         All stores are directly managed and operated by the Company. Each store
is staffed by a supervisor, who may be the store manager, and at least one sales
associate  during non-peak  hours,  with additional  sales  associates  added as
needed at peak hours.  The  supervisors and sales  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 90 District Sales Managers.  District
sales  managers  typically  visit  each  store  at least  once a week to  review
merchandise levels and presentation,  staff training and personnel  performance,
expense  control,  security,  cleanliness  and  adherence  to Company  operating
procedures.

         The Company  motivates  its sales  associates  through  promotion  from
within,  creative incentive programs,  competitive wages and the opportunity for
bonuses.  Sales 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.   The  Company  utilizes
comprehensive  training  programs at the store level in order to ensure that the
customer will receive friendly and helpful  service,  which include (i) on-going
video  training,  (ii)  workbooks and manuals and (iii)  one-on-one  training of
sales associates by store managers.

         In fiscal 1999,  approximately 59% of the Company's sales were paid for
by credit card, with the remainder being by cash or check.  The Company utilizes
its own Dress  Barn  credit  card.  Consistent  with the other  credit  cards it
accepts,  the Company assumes no credit risk with respect to its Dress Barn card
but pays a percentage  of sales as a service  charge.  As of July 31, 1999,  the
number of cardholders was approximately 1.2 million.  The average transaction on
the Dress Barn credit card during  fiscal 1999 was  approximately  50% more than
the average of all other  transactions and represented  approximately 12% of the
Company's sales.

<PAGE>

          The Company  mainly  uses print  advertising.  The  Company  also uses
direct  mail  programs,   with  six  mailings   during  fiscal  1999,   each  to
approximately  one million  households  including  its credit card  holders.  In
addition, there were several smaller, more targeted mailings during fiscal 1999.
In fiscal 2000,  the Company has launched a national brand  awareness  campaign,
using  cable,  local  television  and radio to promote  Dress Barn as a national
brand  and as a  "lifestyle"  to help  drive  customer  traffic.  The  Company's
advertising and marketing is evolving to more image and less  price-driven  ads;
more television,  radio, magazine and direct mail. At the store level, the store
supervisors host local marketing programs,  including fashion shows and in-store
events  designed to create greater  awareness of Dress Barn's  merchandise.  The
Company  intends to use its credit card  program,  its Catalog and its  internet
site  (www.dressbarn.com)  as significant  components in the  development of its
targeted marketing efforts, enabling it to develop segmented marketing programs.

         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, while downtown and freestanding stores
are usually open two nights per week.


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.  The
Company  continues  to  refine  its  laptop  system  that  delivers   up-to-date
store-related  information  to its  Regional  and  District  Sales  Managers 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 on-line,  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.  Through
sophisticated  yet  inexpensive  off-the-shelf  systems,  the  Company  analyzes
historical  hourly and  projected  sales trends to  efficiently  schedule  sales
personnel,  minimizing  labor costs while  producing a higher  level of customer
service.  The Company  believes  that such  investments  in  technology  enhance
operating  efficiencies  and position Dress Barn for future growth.  The Catalog
division  utilizes their  third-party  provider's  operating system for the call
center and fulfillment  operations,  which tracks  merchandise  from the initial
purchase  order to the  eventual  fulfillment  of customer  orders.  The Catalog
division also utilizes a sophisticated  marketing and forecasting system,  which
is separately leased by the Company.


Trademarks

         The  Company  has   previously   been  issued  U.S.   Certificates   of
Registration  of Trademark for the  operating  names of its stores and its major
private label merchandise.  The Company believes its Dress Barn (R) trademark is
materially  important to its business.  Approximately 4% of the Company's stores
currently in operation,  primarily located in outlet centers,  operate under the
name  Westport  Ltd.  and  Westport  Woman.  Subject to  landlord  approval  and
underlying lease  restrictions,  if any, the Company seeks to convert as many of
these stores as possible to the Dress Barn or Dress Barn Woman name.

<PAGE>

Employees


         As of July 31, 1999, the Company had  approximately  7,000 employees of
whom approximately  4,000 worked part time. A number of temporary  employees are
usually added during the peak selling periods.  None of the Company's  employees
are covered by any collective  bargaining  agreement.  The Company considers its
employee relations to be good.


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
Christmas 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 below and elsewhere in this Form 10-K.


         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;  competitive factors and pricing pressures,  including the
promotional  activities of major  departments  stores;  consumer  apparel buying
patterns,  such as the  ongoing  shift to more  casual  apparel;  import  risks,
including  potential  disruptions  and  duties,  tariffs  and quotas on imported
merchandise,  including  economic and political problems in countries from which
merchandise is imported;  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.


<PAGE>


         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 certain of the Company's  competitors and
vendors  have opened  outlet  stores  which  offer  off-price  merchandise.  The
Company's sales and results of operations may also be affected by close-outs 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.


         The  growth  of the  Company  is  dependent,  in large  part,  upon the
Company's ability to successfully  execute its strategy of adding new stores and
expanding  into  related  businesses,   such  as  the  Dress  Barn  Catalog  and
e-commerce.  The success of the  Company's  growth  strategy  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  Company's   growth  is  also  dependent  on  the  success  of  its
repositioning  strategy as described  earlier in this Form 10-K. As part of this
repositioning,  the  Company is  gradually  transitioning  itself to appeal to a
younger-feeling  customer  while  still  maintaining  its focus on its  existing
target  customer.  If the Company  fails to maintain its existing  customer base
during this transition, sales may be negatively impacted. The reposition may not
generate new  customers,  or fail to increase per store sales.  The expansion of
the "Dress Barn" label to the majority of the  Company's  merchandise  offerings
and the  marketing  campaign  to promote the  Company's  brand and image may not
generate positive reaction from its customers.


         As part of the Company's  planned growth,  it has invested  significant
management  resources  and  created  a new  division  to launch  the Dress  Barn
Catalog.  If the Catalog does not generate its planned sales and profit results,
the Company's operating results may be negatively impacted.  The Company intends
to utilize the Catalog  infrastructure to develop its e-commerce venture,  which
the Company plans to launch in Spring 2000.  E-commerce  for  specialty  apparel
retailers is relatively new, with few success stories.  The Company's e-commerce
launch will require significant  resources,  both internal and external, and may
not add any material revenues to the Company's operating results while incurring
additional operating costs.


<PAGE>

         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.  In addition,  the Company has increased its use of private  brands.
The nature of the Company's  obligations with respect to private brand purchases
may make it more  difficult  to respond to  changing  trends by  reducing  order
quantities.  These  factors  could  result in higher  markdowns  and lower gross
profits to the extent  that sales of private  brand  merchandise  are lower than
expected.


         The Company's success is largely dependent on the efforts and abilities
of its  executive  officers.  The loss of the  services of any of its  executive
officers  could  have a  material  adverse  effect  on the  Company's  business,
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.


         The  Company is  committed  to being  leaner and 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 15 years  with one or more  5-year  options to
extend the lease.  The table below,  covering all stores operated by the Company
on July 31,  1999,  indicates  the number of leases  expiring  during the period
indicated and the number of expiring leases with and without renewal options:


<PAGE>
<TABLE>
<CAPTION>
                                                        Leases                    Number with                  Number Without
Fiscal Years                                           Expiring                 Renewal Options                Renewal Options
<S>                                                    <C>                      <C>                           <C>
2000                                                      147                          101                           46
2001                                                      101                           93                            8
2002                                                      131                          116                           15
2003-2005                                                 229                          193                           36
2006 and thereafter                                        66                           60                            6

Total                                                     674                          563                          111
                                                          ---                          ---                          ---
</TABLE>


         New store leases  generally  provide for a base rent of between $10 and
$20 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 31, 1999,  and  excluding  locations  acquired  after July 31,
1999, for fiscal 2000 are approximately $60.9 million. In addition,  the Company
is also responsible under its store leases for its pro rata share of maintenance
expenses and common charges in strip and outlet centers.

         Most of the store leases give the Company the option 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.

         The Company leases its executive offices and distribution facilities in
Suffern, New York. The Suffern facility has a total of 510,000 square feet, with
100,000  square  feet  of  office  space  and  the  remainder  for   merchandise
distribution. This lease expires on April 30, 2007, with three five-year options
to extend the lease.  Management  believes the Suffern facility is sufficient to
meet its current needs and any foreseeable  increase in the Company's store base
resulting from expansion or acquisition.  The Catalog division's call center and
fulfillment operations are conducted in facilities contracted from a third-party
provider.  The  contract  expires in June 2001,  with two  options to extend the
contract for additional  two-year  periods.  The contract  provides  termination
provisions for both parties under certain  conditions.  Management  believes the
third-party  provider has sufficient  capacity to service the Company's  current
needs and the planned increase in sales during the lease term.


ITEM  3.  LEGAL PROCEEDINGS


         There are no material  pending legal  proceedings,  other than ordinary
routine  litigation  incidental to the business,  to which the Company or any of
its subsidiaries is a party or of which any of their property is the subject.


ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of the fiscal year.

<PAGE>

ITEM 4A.  Executive Officers of the Registrant


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

<TABLE>
<CAPTION>
Name                                               Age                      Positions
<S>                                               <C>                       <C>
Elliot S. Jaffe                                    73                       Chairman of the Board,
                                                                            Chief Executive Officer and Director

Burt Steinberg                                     54                       President, Chief Operating Officer and
                                                                            Director

David R. Jaffe                                     40                       Executive Vice President

Armand Correia                                     53                       Senior Vice President and Chief
                                                                            Financial Officer

Eric Hawn                                          49                       Senior Vice President
                                                                            Store Operations

Elise Jaffe                                        44                       Senior Vice President
                                                                            Real Estate
</TABLE>


     Mr. Elliot S. Jaffe has been Chief  Executive  Officer of the Company since
1966.
     Mr. Steinberg has been President and Chief Operating Officer of the Company
since 1989.

     Mr. David R. Jaffe has been  Executive  Vice President of the Company since
1996. He joined the Company in 1992 as Vice President  Business  Development and
became  Senior Vice  President  in 1995.  Mr.  Jaffe is the son of Elliot S. and
Roslyn S. Jaffe, Secretary, Treasurer and Director of the Company.

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

     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, Secretary, Treasurer and Director of the Company.

    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.



<PAGE>


                                     PART II

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


Market Prices of Common Stock

         The Common Stock of The Dress Barn, Inc. is traded  over-the-counter
on the NASDAQ National Market System under the symbol DBRN.

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


<TABLE>
<CAPTION>
                                                       Fiscal 1999                         Fiscal 1998
                                                        Bid Prices                         Bid Prices
                                                    High           Low                  High          Low
Fiscal Period
<S>                                                <C>           <C>                   <C>          <C>
         First Quarter                              $24.50        $11.25                $26.38       $19.00
         Second Quarter                             $16.38        $13.00                $28.38       $21.75
         Third Quarter                              $16.31        $12.38                $32.38       $25.75
         Fourth Quarter                             $16.69        $13.13                $31.00       $22.50

</TABLE>

Number of Record Holders

         The  number of  record  holders  of the  Company's  common  stock as of
October 15, 1999 was approximately 2,000.

Dividend Policy

         The Company has never paid cash dividends on its common stock.  Payment
of dividends is within the discretion of the Company's Board of Directors.


<PAGE>



<TABLE>
ITEM 6.  SELECTED FINANCIAL DATA
Dollars in thousands except per share
information

<CAPTION>
                                                                                      Fiscal Year Ended
                                                ------------------------------------------------------------------------------------
                                                        July 31,        July 25,         July 26,         July 27,         July 29,
                                                            1999            1998             1997             1996             1995
                                                ------------------------------------------------------------------------------------
<S>                                                     <C>             <C>              <C>              <C>              <C>
     Net sales                                          $615,975        $598,175         $554,843         $515,522         $500,836
     Cost of sales, including
       occupancy and buying costs                        398,282         381,354          358,093          337,998          327,166
                                                ------------------------------------------------------------------------------------

     Gross profit                                        217,693         216,821          196,750          177,524          173,670

     Selling, general and
       administrative expenses                           150,897         142,098          135,384          132,176          133,253

     Depreciation & amortization                          23,104          17,758           16,139           15,828           14,063

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

     Operating income                                     43,692          56,965           45,227           26,672           26,354

     Interest income- net                                                  6,385            4,800            3,343            2,670
                                                           8,787
                                                ------------------------------------------------------------------------------------

        Earnings before
          income taxes                                    52,479          63,350           50,027           30,015           29,024

     Income taxes                                         19,155          23,123           18,260           11,106           10,739
                                                ------------------------------------------------------------------------------------

        Net earnings                                     $33,324         $40,227          $31,767          $18,909          $18,285
                                                ====================================================================================

     Earnings per share - basic                            $1.56           $1.75            $1.40            $0.84            $0.82
                                                ====================================================================================
                                                ====================================================================================
     Earnings per share - diluted                          $1.53           $1.70            $1.33            $0.84            $0.82
                                                ====================================================================================

Balance sheet data:
     Working capital                                    $159,089        $170,412         $153,579         $122,730         $103,310
     Total assets                                       $363,579        $341,154         $309,502         $265,723         $243,521
     Long-term debt                                           --              --           $3,500           $3,500           $3,500
     Shareholders' equity                               $253,600        $265,608         $232,822         $199,096         $178,938

Percent of net sales:
     Cost of sales, including
       occupancy and buying costs                          64.7%           63.8%            64.5%            65.6%            65.3%
     Gross profit                                          35.3%           36.2%            35.6%            34.4%            34.7%
     Selling, general and
       administrative expenses                             24.5%           23.8%            24.4%            25.6%            26.6%
     Operating income                                       7.1%            9.5%             8.2%             5.2%             5.3%
     Net earnings                                           5.4%            6.7%             5.7%             3.7%             3.7%

<FN>
Certain  reclassifications  have been made to prior  years' data to conform with
the current year's presentation
</FN>
</TABLE>


<PAGE>


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


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;
competitive factors and pricing pressures,  including the promotional activities
of major  departments  stores;  consumer  apparel buying  patterns,  such as the
ongoing  shift  to  more  casual  apparel;  import  risks,  including  potential
disruptions and duties,  tariffs and quotas on imported  merchandise,  including
economic and political problems in countries from which merchandise is imported;
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.

<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 31,          July 25,           July 26,
                                                                                     1999              1998               1997
<S>                                                                               <C>               <C>                <C>
Net sales                                                                           100.0%            100.0%             100.0%
Cost of sales, including
  occupancy and buying costs                                                         64.7%             63.8%              64.5%
Selling, general and
  administrative expenses                                                            24.5%             23.8%              24.4%
Depreciation and amortization                                                         3.8%              3.0%               2.9%
Interest income - net                                                                 1.4%              1.1%               0.9%
Earnings before income taxes                                                          8.5%             10.6%               9.0%
Net earnings                                                                          5.4%              6.7%               5.7%
</TABLE>


Fiscal 1999 Compared to Fiscal 1998

         Net sales  increased  by 3.0% to $616.0  million for the 53 weeks ended
July 31, 1999 ("fiscal  1999"),  from $598.2 million for the 52 weeks ended July
25, 1998 ("fiscal 1998"). The sales increase was due to the extra week in fiscal
1999, which added $9.4 million to fiscal 1999 revenues,  and an approximately 8%
increase in total selling square  footage.  These were offset by a 3.7% decrease
in comparable store sales. The Company believes the decrease in comparable store
sales resulted primarily from the continued and growing customer  preference for
casual  career  wear,  rather than the tailored  career  clothing the Company is
generally  known for. The  increase in square  footage was due to the opening of
new combination Dress Barn/Dress Barn Woman stores ("combo stores"), which carry
both  Dress  Barn and  Dress  Barn  Woman  merchandise,  and the  conversion  of
single-format  stores into combo stores.  This offset the square foot  reduction
from the closing of  underperforming  stores.  The number of stores in operation
increased to 674 stores as of July 31, 1999,  from 669 stores in operation as of
July 25, 1998.  The  Company's  strategy for fiscal 2000 is to continue  opening
primarily  combo stores and  converting its existing  single-format  stores into
combo stores, while closing its underperforming  locations. Store expansion will
focus primarily on expanding in the Company's existing major trading markets, in
many cases seeking a downtown location and/or adding to a cluster of suburban or
other locations.

<PAGE>

         Gross  profit (net sales less cost of goods sold,  including  occupancy
and buying costs) increased by 0.4% to $217.7 million, or 35.3% of net sales, in
fiscal 1999 from $216.8  million,  or 36.2% of net sales,  in fiscal  1998.  The
decline in gross profit as a percentage  of sales was primarily due to increased
store  occupancy  costs as a  percentage  of sales and  slightly  lower  margins
resulting from increased  markdowns.  Store occupancy costs increased due to the
increase in square footage and higher rents for new stores, store expansions and
lease renewals that were not accompanied by a similar increase in store sales.

         Selling, general and administrative ("SG&A") expenses increased by 6.2%
to $150.9 million, or 24.5% of net sales, in fiscal 1999 from $142.1 million, or
23.8% of net sales, in fiscal 1998. Cost controls and productivity  improvements
were not  sufficient  to  offset  the  negative  leverage  from the  decline  in
comparable store sales on relatively fixed costs.

         Depreciation  expense  increased  by 30.1% to $23.1  million for fiscal
1999 from $17.8 million for fiscal 1998. This was primarily due to $22.7 million
of fixed asset  additions  in fiscal 1999 and an increase in the  provision  for
future store closings from $3.3 million in fiscal 1998 to $6.8 million in fiscal
1999. The Company's fiscal 1999 provision for future store closings  includes an
additional  charge for the planned  replacement of its store personal  computers
during fiscal 2000.  Depreciation expense for both periods also includes certain
write-offs  related to the closure of 56 stores and 60 stores during fiscal 1999
and fiscal 1998, respectively.

         Interest  income - net  increased  by 37.6% to $8.8  million for fiscal
1999 from $6.4 million for fiscal 1998, due to $1.2 million of net capital gains
from the  redemption  of equity  funds made during the fiscal  year,  as well as
higher rates and higher available funds for investment.


Fiscal 1998 Compared to Fiscal 1997

         Net sales  increased  by 7.8% to $598.2  million for the 52 weeks ended
July 25, 1998 ("fiscal  1998"),  from $554.8 million for the 52 weeks ended July
26, 1997 ("fiscal  1997"),  due primarily to a 3.6% increase in comparable store
sales.  The  increase in  comparable  store sales  resulted  primarily  from the
positive  reaction by customers to the Company's  merchandise  offerings and the
generally   improved   retail  climate  for  apparel  during  fiscal  1998.  The
improvement in net sales was also  attributable to an  approximately 6% increase
in total selling square footage.  This increase in square footage was due to the
opening of new combination  Dress Barn/Dress Barn Woman stores ("combo stores"),
which carry both Dress Barn and Dress Barn Woman merchandise, and the conversion
of single-format stores into combo stores. This offset the square foot reduction
from the closing of  underperforming  stores.  The number of stores in operation
declined to 669 stores as of July 25,  1998,  from 690 stores in operation as of
July 26, 1997.

<PAGE>

         Gross  profit (net sales less cost of goods sold,  including  occupancy
and buying costs)  increased by 10.2% to $216.8 million,  or 36.2% of net sales,
in fiscal 1998 from $196.7  million,  or 35.5% of net sales, in fiscal 1997. The
increase  in gross  profit as a  percentage  of net sales was  primarily  due to
decreased  markdowns,  higher  initial  margins  resulting  from  the  increased
percentage of private brand merchandise and lower shrinkage.


         Selling, general and administrative ("SG&A") expenses increased by 5.0%
to $142.1 million, or 23.8% of net sales, in fiscal 1998 from $135.4 million, or
24.4% of net  sales,  in  fiscal  1997.  The  Company's  continued  productivity
improvements from the larger-size  combo stores,  focus on controlling costs and
the comparable  store sales increase all contributed to the decline in SG&A as a
percentage of sales.

         Depreciation  expense  increased  by 10.0% to $17.8  million for fiscal
1998 from $16.1 million for fiscal 1997.  This was primarily due to the increase
in fixed asset  additions in fiscal 1998 to $21.7  million from $16.5 million in
fiscal  1997.  Depreciation  expense  for both  periods  also  includes  certain
write-offs  related to the closure of 60 stores and 61 stores during fiscal 1998
and fiscal 1997, respectively.

         Interest  income - net  increased  by 33.0% to $6.4  million for fiscal
1998 from $4.8 million for fiscal 1997. The increase resulted  primarily from an
increase in the Company's investment portfolio.


Liquidity and Capital Resources

         The Company has generally  funded,  through  internally  generated cash
flow,  all of its  operating  and capital  needs.  These  include the opening or
acquisition of new stores,  the remodeling of existing  stores and the continued
expansion of its successful combination store format. Total capital expenditures
were $22.7 million,  $21.7 million, $16.5 million in fiscal 1999, 1998 and 1997,
respectively.  The Company also repurchased  3,042,300 outstanding shares of its
stock for a total cost of $47.3 million during fiscal 1999.

         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 1999 increased
to $84.5  million as compared to $62.1  million in fiscal 1998 and $48.4 million
in fiscal  1997.  The  increase  in fiscal 1999 was due  primarily  to the $21.0
million increase in accounts  payable (while  inventory  increased $7.4 million)
and to a decrease in taxes paid. As a result of the accounts  payable  increase,
the Company's  quick ratio (i.e.,  the ratio of current assets less inventory to
current  liabilities)  declined  to 1.45 in fiscal 1999 from 1.95 in fiscal 1998
and 1.75 in fiscal 1997.

         At July  31,  1999,  the  Company  had  $139.4  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 $159.1 million at July 31,
1999. In addition,  the Company had available $100 million in unsecured lines of
credit  bearing  interest  at below  the prime  rate.  The  Company  had no debt
outstanding  under  any of the  lines  at  July  31,  1999.  However,  potential
borrowings were limited by approximately  $30 million of outstanding  letters of
credit primarily to vendors for import merchandise purchases.

         In fiscal 2000, the Company plans to open  approximately  50 additional
stores,  convert approximately 20 single-format stores to its larger combination
store format and continue its store remodeling  program.  The Company intends to
focus on its  current  markets,  and enter into new markets  where  economically
justified. The Company intends to pursue downtown locations,  where possible, as
these stores are performing  better than the Company's  average store locations.
The Company mailed its first Dress Barn catalog in September  1999, and plans to
enter the  e-commerce  arena by selling  over the Internet by Spring,  2000.  In
addition, the Company continues to pursue acquisition opportunities. 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 2000.  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.


Information Systems and "Year 2000" Compliance

         The Company completed during fiscal 1999 a comprehensive  review of its
information  systems and an  enterprise-wide  program to update computer systems
and applications in preparation for the year 2000. We have  successfully  tested
our  systems  and  believe  we are year 2000  compliant.  The  Company  incurred
internal  staff  costs as well as  outside  consulting  and  other  expenditures
related to this  process.  Total costs related to  remediation  to bring current
systems  into  compliance,  testing,  conversion,  the  purchase  of new package
systems and upgrading system applications was not material.  The Company has not
developed any contingency plans in the event that the Company itself should fail
to become year 2000 compliant, as it believes it to be in compliance now.

         The Company has  contacted  its key suppliers and other key third party
service  providers to determine their year 2000 readiness.  Although the Company
is not  currently  aware of material  year 2000  compliance  issues  relating to
systems of other  companies  with which the Company does  business,  there is no
assurance  that  the  Company  will not be  adversely  affected  by such  issues
affecting  the  systems  of  such  other  companies.  If any  of  the  Company's
merchandise  vendors fail to be in  compliance,  a vendor that is in  compliance
will be substituted.  The Company's most reasonably  likely worst case year 2000
scenario  relates to the inability of the banking system to insure the Company's
access to its funds.  The  Company  has  received  assurances  from its  primary
financial  service  providers that they are or will be year 2000 compliant.  The
Company  does not  anticipate  that any of its  other key  third  party  service
providers will not be year 2000 compliant. If any such provider is not year 2000
compliant,  the Company would seek a substitute  provider.  The Company does not
believe that the year 2000  compliance  issue will have a material effect on its
financial condition or results of operations. However, no assurance can be given
that any  failure  to  achieve  year 2000  compliance  will not have a  material
adverse impact on the Company.


ITEM  8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The  consolidated  financial  statements  of The Dress Barn,  Inc.  and
subsidiaries  are filed  together  with  this  report:  See  Index to  Financial
Statements, Item 14.


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

         None.


<PAGE>

                                    PART III


         The  information  called for by Items 10, 11, 12 and 13 is incorporated
herein by  reference  from the  definitive  proxy  statement  to be filed by the
Company in connection with its 1999 Annual Meeting of Shareholders.



<PAGE>



                                                               PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


ITEM 14.  (a) (1)  FINANCIAL STATEMENTS                              PAGE NUMBER
---------------------------------------                              -----------

    Independent Auditors' Report                                          F-1
    Consolidated Balance Sheets                                           F-2
    Consolidated Statements of Earnings                                   F-3
    Consolidated Statements of Shareholders' Equity                       F-4
    Consolidated Statements of Cash Flows                                 F-5
    Notes to Consolidated Financial Statements                       F-6 to F-11

All  other  schedules  are  omitted  because  they  are not  applicable,  or not
required,  or because the required  information is included in the  consolidated
financial statements or notes thereto.


ITEM 14.  (a) (3) LIST OF EXHIBITS

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

<TABLE>
<CAPTION>
                                                                                                            Incorporated By
                                                                                                            Reference From
<S>               <C>                                                                                     <C>
3(c)              Amended and Restated Certificate of Incorporation                                                   (1)

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

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

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

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

4.                Specimen Common Stock Certificate                                                                   (1)

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

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

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

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


<PAGE>


                                                                                                            Incorporated By
                                                                                                            Reference From

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

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

                  10(k)   Wilton, CT store                                                                            (1)

                  10(l)   Danbury, CT store                                                                           (1)

                  10(m)   Branford, CT store                                                                          (1)

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

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

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

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

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

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

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

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

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

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

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

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

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

10(mm)            Lease between Dress Barn and  AT&T for                                                              (9)
                  Office and Distribution Space in Suffern, New York

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

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


<PAGE>



                                                                                                            Incorporated By
                                                                                                            Reference From

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

22.               Subsidiaries of the Registrant

24.               Independent Auditors' Consent

<FN>
(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.
</FN>
</TABLE>


ITEM 14.  (b)  REPORT ON FORM 8-K

         The  Company  has not filed any  reports  on Form 8-K  during  the last
quarter of the fiscal year ended July 31, 1999.



ITEM 14.  (c)  EXHIBITS


         All  exhibits  are  incorporated  by reference as shown in Item 14(a)3,
except Exhibits 22 and 24 which are filed as part of this Report.

<PAGE>




                                   SIGNATURES

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



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

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
         Signature                                           Title                                           Date
<S>                                                  <C>                                                  <C>
/s/ ELLIOT S. JAFFE                                                                                       10/26/99
Elliot S. Jaffe                                      Chairman of the Board and
                                                     Chief Executive Officer
                                                     (Principal Executive Officer)

/s/ ROSLYN S. JAFFE                                                                                       10/26/99
Roslyn S. Jaffe                                      Director and Secretary and Treasurer


/s/ BURT STEINBERG                                                                                        10/26/99
Burt Steinberg                                       Director and President
                                                     and Chief Operating Officer


/s/ KLAUS EPPLER                                                                                          10/26/99
Klaus Eppler                                         Director


/s/ DONALD JONAS                                                                                          10/26/99
Donald Jonas                                         Director


Mark S. Handler                                      Director


/s/ EDWARD D. SOLOMON                                                                                     10/26/99
Edward D. Solomon                                    Director


/s/ ARMAND CORREIA                                                                                        10/26/99
Armand Correia                                       Chief Financial Officer (Principal
                                                     Financial and Accounting Officer)

</TABLE>
<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  as of July 31, 1999 and July 25,  1998,  and the related
consolidated  statements of earnings,  shareholders'  equity, and cash flows for
each of the three  years in the period  ended  July 31,  1999.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of The Dress Barn, Inc.
and Subsidiaries as of July 31, 1999 and July 25, 1998, and the results of their
operations  and their cash flows for each of the three years in the period ended
July 31, 1999, in conformity with generally accepted accounting principles.








Deloitte & Touche LLP
New York, New York
September 14, 1999


<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                                                     4,201                    2,038
                                                                         -----------------        -----------------
        Total Current Assets                                                      269,068                  249,933
                                                                         -----------------        -----------------
Property and Equipment:
     Leasehold improvements                                                        54,201                   55,542
     Fixtures and equipment                                                       119,723                  104,500
     Computer software                                                              9,018                    7,007
     Automotive equipment                                                             415                      499
                                                                         -----------------        -----------------
                                                                                  182,771                  168,134
     Less accumulated depreciation
       and amortization                                                           101,416                   86,399
                                                                         -----------------        -----------------
                                                                                   81,735                   81,355
                                                                         -----------------        -----------------
Deferred Income Taxes (Note 4)                                                      9,866                    3,076
                                                                         -----------------        -----------------
Other Assets                                                                        6,410                    3,290
                                                                         -----------------        -----------------
                                                                                 $363,579                 $341,154
                                                                         =================        =================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable- trade                                                      $62,215                  $41,211
     Accrued expenses                                                              31,508                   38,504
     Customer credits                                                               2,827                    3,364
     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                                                    25,175                   28,797
     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>


<PAGE>


<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Earnings
Amounts in thousands except per share amounts
<CAPTION>
                                                                                     Fiscal Year Ended
                                                               ------------------------------------------------------------
                                                                          July 31,            July 25,            July 26,
                                                                              1999                1998                1997
                                                               ------------------------------------------------------------
<S>                                                                    <C>                 <C>                 <C>
     Net sales                                                            $615,975            $598,175            $554,843
     Cost of sales, including
       occupancy and buying costs                                          398,282             381,354             358,093
                                                               ------------------------------------------------------------

     Gross profit                                                          217,693             216,821             196,750

     Selling, general and
       administrative expenses                                             150,897             142,098             135,384

     Depreciation and amortization                                          23,104              17,758              16,139
                                                               ------------------------------------------------------------

     Operating income                                                       43,692              56,965              45,227

     Interest income- net                                                                        6,385               4,800
                                                                             8,787
                                                               ------------------------------------------------------------

     Earnings before
          income taxes                                                      52,479              63,350              50,027

     Income taxes                                                           19,155              23,123              18,260
                                                               ------------------------------------------------------------

     Net earnings                                                          $33,324             $40,227             $31,767
                                                               ============================================================

     Earnings per share:
            Basic                                                            $1.56               $1.75               $1.40
                                                               ============================================================
            Diluted                                                          $1.53               $1.70               $1.33
                                                               ============================================================

     Weighted average shares outstanding:
            Basic                                                           21,336              23,032              22,738
                                                               ------------------------------------------------------------
                                                               ------------------------------------------------------------
            Diluted                                                         21,758              23,654              23,941
                                                               ------------------------------------------------------------

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

<PAGE>


<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Shareholders' Equity
Dollars and shares in thousands.
<CAPTION>
                                                                                                       Accumulated
                                                                  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 27, 1996                      22,568      $1,179        $16,530       $187,110   $(5,706)       $(17)        $199,096
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                       31,767
   Unrealized holding gain on marketable securities                                                           1,126
                                                                                                                --------------------
   Total comprehensive income                                                                                                32,893
                                                                                                               --------------------
Deferred compensation                                                   1,160                                                 1,160
Employee Stock Purchase Plan activity           13           1            149                                                   150
Shares issued pursuant to exercise
    of stock options                           302          14          2,017                                                 2,031
Purchase of treasury stock                    (140)                                             (2,508)                      (2,508)
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 26, 1997                      22,743       1,194         19,856        218,877    (8,214)       1,109         232,822
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                       40,227
                                                                                                                --------------------
    Total comprehensive income                                                                                               40,227
                                                                                                                --------------------
Deferred compensation                                                      18                                                    18
Tax benefit from exercise of stock options                                404                                                   404
Employee Stock Purchase Plan activity            5          --            131                                                   131
Shares issued pursuant to exercise
     of stock options                          613          31          4,766                                                 4,797
Purchase of treasury stock                    (522)                                            (12,791)                     (12,791)
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 25, 1998                      22,839       1,225         25,175        259,104   (21,005)       1,109         265,608
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                       33,324
   Unrealized holding loss on marketable securities                                                          (1,692)
                                                                                                                --------------------
   Total comprehensive income                                                                                                31,632
                                                                                                                --------------------
Deferred compensation                          10          --            164                                                    164
Tax benefit from exercise
     of stock options                                                  2,431                                                  2,431
Employee Stock Purchase Plan activity          10          --            133                                                    133
Shares issued pursuant to exercise
     of stock options                         119           7            894                                                    901
Purchase of treasury stock                 (3,042)                                             (47,269)                     (47,269)
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 31, 1999                     19,936      $1,232        $28,797       $292,428   ($68,274)       $(583)       $253,600
====================================================================================================================================
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>


<PAGE>

<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Dollars in thousands
<CAPTION>
                                                                                                     Fiscal Year Ended
                                                                                 --------------------------------------------------
                                                                                         July 31,          July 25,       July 26,
                                                                                             1999              1998           1997
                                                                                 --------------------------------------------------
<S>                                                                                    <C>               <C>            <C>
Operating Activities:
Net earnings                                                                              $33,324           $40,227        $31,767
                                                                                 --------------------------------------------------
Adjustments  to  reconcile  net  earnings  to net  cash  provided  by  operating
    activities:
      Depreciation and amortization of property and
          equipment (net)                                                                  16,296            14,489         13,351
      Write-down of non-trading equity investment                                           3,000             7,000            ---
      Loss on disposal of closed store assets                                               6,808             3,269          2,788
      Increase in deferred income tax assets                                              (6,790)           (3,519)        (1,548)
      Deferred compensation                                                                   164                18          1,159
      Changes in assets and liabilities:
         Increase in merchandise inventories                                              (7,432)           (2,871)       (10,044)
         Decrease (increase) decrease in prepaid expenses                                   2,163           (1,732)            301
         Decrease (increase) in other assets                                                  120           (1,977)          (480)
         Increase in accounts payable- trade                                               21,004             1,043          2,969
         Increase in accrued expenses                                                       6,996             7,669          6,410
         Increase in customer credits                                                         537               338            427
         Increase (decrease) in income taxes payable                                        8,327           (1,862)          1,294
                                                                                 --------------------------------------------------
       Total adjustments                                                                   51,193            21,865         16,627
                                                                                 --------------------------------------------------

        Net cash provided by operating activities                                          84,517            62,092         48,394
                                                                                 --------------------------------------------------

Investing Activities:
    Purchases of property and equipment - net                                            (22,724)          (21,715)       (16,487)
    Sales and maturities of marketable securities and investments                          84,078           118,686         38,911
    Purchases of marketable securities and investments                                   (85,176)         (135,792)       (78,885)
    Purchase of non-trading equity investment                                                 ---          (10,000)            ---
                                                                                 --------------------------------------------------
       Net cash used in investing activities                                             (23,822)          (48,821)       (56,461)
                                                                                 --------------------------------------------------

Financing Activities:
    Repayment of long term debt                                                               ---           (3,500)            ---
    Purchase of treasury stock                                                           (47,269)          (12,791)        (2,508)
    Proceeds from Employee Stock Purchase Plan                                                133               131            150
    Proceeds from stock options exercised                                                     901             4,797          2,032
                                                                                 --------------------------------------------------
      Net cash used in financing activities                                              (46,235)          (11,363)          (326)
                                                                                 --------------------------------------------------

Net increase (decrease) in cash and cash equivalents                                       14,460             1,908        (8,393)
Cash and cash equivalents- beginning of period                                              3,032             1,124          9,517
                                                                                 --------------------------------------------------
Cash and cash equivalents- end of period                                                  $17,492            $3,032         $1,124
                                                                                 ==================================================

Supplemental Disclosure of Cash Flow Information:
    Cash paid for income taxes                                                            $16,730           $28,190        $16,966
                                                                                 ==================================================
<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 31, 1999


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Business

         The  Dress  Barn,  Inc.  (including  The  Dress  Barn,  Inc.  and  it's
wholly-owned  subsidiaries (the "Company"))  operates a chain of 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.
         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.  The  fiscal  year  ended  July 31,  1999
consisted of 53 weeks; all other years presented consisted of 52 weeks.

         Merchandise inventories

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

         Property and equipment

         Property  and   equipment   are  stated  at  cost.   Depreciation   and
amortization  are computed  using the  straight-line  method over the  estimated
useful lives of the related  assets  which range from 3 to 10 years.  For income
tax purposes, accelerated methods are generally used.

         Income taxes

         Deferred  income  taxes are  provided  using  the  asset and  liability
method,  whereby deferred income taxes result from temporary differences between
the tax basis of  assets  and  liabilities  and their  reported  amounts  in the
financial statements.

         Store preopening costs

         Expenses  associated  with the  opening of new  stores  are  charged to
expense as incurred.

         Cash and cash equivalents

         For purposes of the statement of cash flows, the Company  considers its
highly liquid investments with a maturity of three months or less when purchased
to be cash  equivalents.  These amounts are stated at cost,  which  approximates
market value.  The majority of the Company's  money market funds are  maintained
with one financial institution.


<PAGE>


         Marketable securities and investments

         The Company has categorized its marketable  securities as available for
sale,  stated at market  value.  The  unrealized  holding  gains and  losses are
included in shareholders' equity until realized.  The amortized cost is adjusted
for   amortization  of  premiums  and  discounts  to  maturity,   with  the  net
amortization included in interest income.

         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.

         Recent Accounting Pronouncements

         In Fiscal 1999,  the Company  adopted SFAS No. 131,  "Disclosure  About
Segments of an Enterprise and Related Information", which establishes annual and
interim reporting  standards for an enterprise's  operating segments and related
disclosures  about its  products,  services,  major  customers  and the material
countries in which the entity holds assets and reports revenues.  The Company is
a specialty  retailer  of women's  apparel  (in both  regular and large  sizes),
including shoes and accessories.  Given the similar economic  characteristics of
the Company's different store formats,  the similar nature of the products sold,
gross margins,  type of customer and method of  distribution,  the operations of
the Company are aggregated into one reportable segment.

         In Fiscal  1999,  the Company  also  adopted  SFAS No. 130,  "Reporting
Comprehensive  Income." This statement  requires  companies to classify items of
other  comprehensive  income by their  nature in the  financial  statements  and
display the accumulated  balance of other  comprehensive  income separately from
retained  earnings and  additional  paid-in-capital  in the equity  section of a
statement  of financial  position.  The adoption of SFAS No. 130 had no material
impact  on  total  shareholders'  equity.  Disclosure  in prior  year  financial
statements  have been modified to conform to the SFAS No. 130  requirements.  At
present,  the only two components of the Company's  comprehensive income are net
earnings and unrealized holding gains (losses) on marketable securities.

         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.

         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.

<PAGE>

         Stock based compensation

         In  October   1995,   SFAS  No.  123,   "Accounting   for  Stock  Based
Compensation"  was issued.  SFAS No. 123  required  the Company  elect to either
adopt  a  fair  value  based  expense   recognition  method  of  accounting  for
stock-based  compensation plans or continue to use the intrinsic value method in
accordance with APB Opinion No. 25,  "Accounting for Stock Issued to Employees",
with pro forma  disclosure  of net income and  earnings per share as if the fair
value  based  method of  accounting  defined in SFAS 123 had been  applied.  The
Company  accounts for stock-based  awards to employees using the intrinsic value
method.  Compensation  expense,  if any, is measured as the excess of the market
price of the stock over the exercise price on the measurement date.


         Disclosure about fair value of financial instruments

         The fair value of financial instruments classified as current assets or
liabilities  approximate  carrying amount due to the short-term  maturity of the
instruments.

         Other assets, as of July 25, 1998,  included a $3 million  non-trading,
equity  investment,  which was net of a $7 million  write-off  in fiscal 1998 to
reflect its estimated net realizable value at that time. During fiscal 1999, the
investment was deemed worthless and the remaining value written off.



2.       MARKETABLE SECURITIES AND INVESTMENTS

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


<TABLE>
<CAPTION>
                                                                     July 31, 1999                    July 25, 1998
                                                                     -------------                    -------------
(In 000's)                                               Estimated                          Estimated
                                                        Fair Value            Cost         Fair Value           Cost
<S>                                                   <C>               <C>                <C>              <C>
Money Market Funds                                         $6,869            $6,869             $732             $732
Short Term Investments                                     35,384            35,384           22,313           22,313
Other Investments                                           2,148             2,148            9,298            8,987
Tax Free Municipal Bonds                                   93,346            93,689          105,921          104,966
US Govt. Securities Fund                                    1,653             1,893            1,730            1,887
                                                        ---------         ---------        ---------         --------
                                                         $139,400          $139,983         $139,994         $138,885
                                                        =========         =========        =========         ========
</TABLE>


<PAGE>

<TABLE>

         The scheduled  maturities of marketable  securities and  investments at
July 31, 1999 are:

<CAPTION>
                                                                                           Estimated
Due In                                                                                    Fair Value                  Cost
-------------------                                                                      -----------                --------
(in 000's)
<S>                                                                                       <C>                     <C>
One year or less                                                                             $60,548                 $60,803
One year through five years                                                                   73,171                  73,410
Six years through ten years                                                                    3,333                   3,404
Over ten years                                                                                 2,348                   2,366
                                                                                           ---------                --------
                                                                                            $139,400                $139,983
                                                                                           =========                ========
</TABLE>

         Unrealized  holding  gains  and  losses at July 31,  1999  netted to an
unrealized  loss of  approximately  $0.6  million.  Proceeds and gross  realized
gains/(losses)  from the sale of securities  in fiscal 1999,  1998 and 1997 were
$84.1  million and $1.2  million,  $118.7  million and ($0.1)  million and $38.9
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.


3.       EMPLOYEE BENEFIT PLANS

         In  August  1995,  the  Company  established  a  defined   contribution
retirement  savings plan  (401(k))  covering all eligible  employees.  This plan
succeeded  the  previous  discretionary  profit-sharing  plan,  with  all  prior
individual  account balances and vesting terms  transferred to the new plan. The
Company has also  established an Executive  Retirement Plan for certain officers
and key  executives  not  participating  in the 401(k)  plan.  Both plans  allow
participants  to defer a portion  of their  annual  compensation  and  receive a
matching  employer  contribution  on a portion of that  deferral.  During fiscal
1999, 1998 and 1997, the Company incurred  expenses of $1,493,000,  $982,000 and
$738,000,  respectively,  relating to the contributions to and administration of
the above plans.  The Company also has an Employee Stock  Purchase  Plan,  which
allows  employees  to purchase  shares of Company  stock  during each  quarterly
offering period at a 10% discount through weekly payroll deductions. The Company
does not provide any additional postretirement benefits.


4.       INCOME TAXES

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

<CAPTION>
                                                                          Fiscal Year Ended
(In 000's)                                                     July 31,          July 25,         July 26,
                                                                   1999              1998             1997
                                                            -----------         ---------        ---------
<S>                                                            <C>               <C>              <C>
Federal:
         Current                                                $21,800           $20,349          $15,986
         Deferred                                                (6,652)           (2,477)          (1,240)
                                                            -----------         ---------        ---------
                                                                 15,148            17,872           14,746
                                                            -----------         ---------        ---------
State:
         Current                                                  5,502             5,872            3,822
         Deferred                                                (1,495)             (621)            (308)
                                                            -----------         ---------        ---------
                                                                  4,007             5,251            3,514
                                                            -----------         ---------        ---------

Provision for income taxes                                      $19,155           $23,123          $18,260
                                                              =========         =========          =======
</TABLE>
         Significant  components  of the  Company's  deferred tax assets were as
follows:

<TABLE>
<CAPTION>
                                                                                 July 31,         July 25,
(in 000's)                                                                           1999             1998
                                                                                   ------           ------
<S>                                                                              <C>              <C>
Deferred tax assets:
Inventory capitalization for tax purposes                                          $5,695           $2,246
Other items                                                                        12,553           11,168
                                                                                   ------           ------
   Total deferred tax assets                                                       18,248           13,414
                                                                                   ------           ------
Deferred tax liabilities:
Depreciation                                                                        4,125            6,618
Other items                                                                         4,257            3,720
                                                                                   ------           ------
   Total deferred tax liabilities                                                   8,382           10,338
                                                                                   ------           ------

Net deferred tax assets                                                            $9,866           $3,076
                                                                                   ======           ======
</TABLE>


         The net deferred tax assets were comprised of approximately  $1,880,000
in state deferred taxes and $7,986,000 in federal deferred taxes. Following is a
reconciliation of the statutory Federal income tax rate and the effective income
tax rate applicable to earnings before income taxes:

<TABLE>

<CAPTION>
                                                                            Fiscal Year Ended
                                                               July 31,          July 25,         July 26,
                                                                   1999              1998             1997
                                                            -----------       -----------      -----------
<S>                                                          <C>               <C>              <C>
Statutory tax rate                                               35.0 %            35.0 %           35.0 %
State taxes - net of federal
  Benefit                                                         5.0 %             5.8 %            5.1 %
Other - net, primarily tax-free interest                         (3.5)%            (4.3)%           (3.6)%

Effective tax rat                                                36.5%             36.5%            36.5%
                                                                 =====             =====            =====
</TABLE>

5.       COMMITMENTS

Lease commitments

         The Company leases all 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.  The lease has an
initial term expiring in 2007 with three 5-year options to extend the lease.

<TABLE>
<CAPTION>
         A summary of occupancy costs follows:
                                                                           Fiscal Year Ended
                                                               July 31,          July 25,         July 26,
(in 000's)                                                         1999              1998             1997
                                                            -----------       -----------      -----------

<S>                                                          <C>               <C>              <C>
Base rentals                                                    $69,661           $62,880          $59,906
Percentage rentals                                                   58               378              229
Other occupancy costs                                            23,862            22,477           19,526
                                                            -----------       -----------      -----------

Total                                                           $93,581           $85,735          $79,661
                                                            ===========       ===========      ===========
</TABLE>


         The   following  is  a  schedule  of  future   minimum   rentals  under
noncancellable operating leases as of July 31, 1999 (dollars in thousands):


<TABLE>
<CAPTION>
             Fiscal Year                                                                 Amount
            -------------                                                          --------------
<S>                                                                               <C>
                2000                                                                   $   60,886
                2001                                                                       50,754
                2002                                                                       42,424
                2003                                                                       29,986
                2004                                                                       19,959
         Subsequent years                                                                  40,198

         Total future minimum rentals                                                    $244,207
</TABLE>

         Although  the  Company  has the  ability  to cancel  certain  leases if
specified  sales levels are not  achieved,  future  minimum  rentals  under such
leases have been included in the above table.

Leases with related parties

         The Company  leases five  stores  from its Chief  Executive  Officer or
related  trusts.  Future minimum  rentals under leases with such related parties
which  extend  beyond  July  31,  1999,  included  in the  above  schedule,  are
approximately  $464,000  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 1999, 1998
and 1997 under these leases  amounted to  approximately  $464,000,  $438,000 and
$443,000, respectively.

Lines of credit

         At July 31, 1999, the Company had unsecured  lines of credit with three
banks totaling $100 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 31,
1999.  However,  approximately  $30  million  of  outstanding  letters of credit
reduced the credit lines available.

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 will, on the whole, not have a material
adverse effect on its results of operations, financial statements or cash flows.


6.       STOCK-BASED COMPENSATION PLANS

         At July 31, 1999, the Company had five stock-based  compensation plans.
The Company's  1983  Incentive  Stock Option Plan expired on April 4, 1993,  and
accordingly,  the  Company  can no longer  grant  options  under such plan.  The
Company's 1993 Incentive Stock Option Plan, which contains provisions similar to
the expired plan,  provides for the grant of options to purchase up to 1,250,000
shares of the Company's  common stock. The exercise price of the options granted
under both plans may not be less than the  market  price of the common  stock at
the date of grant.  All options  granted  under both plans vest over a five year
period and  generally  expire  after ten years  from date of grant.  At July 31,
1999, there were 714,750 shares under the 1993 plan available for future grant.

         The  Company's  1987  Non-Qualified  Stock Option Plan,  which  expired
December  7, 1997,  provides  for the  granting  of options  to  purchase  up to
1,000,000  shares of common stock to key  employees.  The  Company's  1995 Stock
Option Plan  provides  for the  granting of either  incentive  or  non-qualified
options to purchase up to 2,000,000 shares of common stock. As of July 31, 1999,
there were 1,254,250  shares under the 1995 plan available for future grant. 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.

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

<CAPTION>
                                               July 31, 1999                   July 25, 1998                   July 26, 1997
                                               -------------                   -------------                   -------------
                                                          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                                        1,275,435         $9.83        1,746,992          $8.09        1,273,293          $8.39
Granted                                       319,250         11.64          167,750          19.99          882,055           7.43
Cancelled                                    (36,432)         11.89         (12,769)          10.65        (106,154)          10.11
Exercised                                   (119,086)          7.56        (626,538)           7.65        (302,202)           6.68
                                    ------------------------------------------------------------------------------------------------

Outstanding end of year                     1,439,167        $10.37        1,275,435          $9.83        1,746,992          $8.09
                                    ================================================================================================

Options exercisable
at year-end                                   448,523        $10.36          187,209         $10.51          484,460          $8.23
                                    ------------------------------------------------------------------------------------------------

Weighted-average fair
value of options granted
during the year
                                                              $5.09                           $8.53                           $3.79
                                                      --------------                 ---------------                 ---------------
</TABLE>


<TABLE>
<CAPTION>
         The  following  table  summarizes   information   about  stock  options
outstanding at July 31, 1999:


                                                                                                               Weighted
                                    Number                             Weighted Average       Number           Average
                              Outstanding as of    Weighted Average     Exercise Price    Exercisable as    Exercise Price
  Range of Exercise Prices         7/31/99          Remaining Life                          of 7/31/99
----------------------------------------------------------------------------------------------------------------------------

<S>                              <C>                <C>                   <C>                <C>              <C>
$5.00                              200,000            7.02 years            $5.00              20,000           $5.00
 8.25  -   9.15                    579,617            6.61 years             8.66             203,123            8.68
10.50  -  11.44                    500,050            7.39 years            10.93             194,300           11.08
19.50  -  22.63                    159,500            8.11 years            20.28              31,100           20.30
                              ----------------------------------------------------------------------------------------------

$5.00  - $22.63                  1,439,167            7.11 years           $10.37             448,523          $10.36
                              ==============================================================================================
</TABLE>


<PAGE>


         In fiscal 1997, the Company granted 300,000 options at $5.00 per share,
which was less than the market price on the date of grant,  and had a fair value
of $5.36 per share. The Company records compensation expense for all stock-based
compensation  plans using the method  prescribed by 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.

         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. 123, the Company's net
earnings and  earnings  per share for fiscal  1999,  fiscal 1998 and fiscal 1997
would have been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                                        Fiscal Year Ended
                                                                           July 31,            July 25,            July 26,
                                                                               1999                1998                1997
                                                                        -----------         -----------         -----------
<S>                                                                       <C>                 <C>                 <C>
Net earnings (in 000's):
         As reported                                                        $33,324             $40,227             $31,767
         Pro forma                                                          $32,372             $39,530             $31,241

Earnings per share - basic:
         As reported                                                          $1.56               $1.75               $1.40
         Pro forma                                                            $1.52               $1.72               $1.37

Earnings per share - diluted:
         As reported                                                          $1.53               $1.70               $1.33
         Pro forma                                                            $1.49               $1.67               $1.30
</TABLE>


         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:

<TABLE>
<CAPTION>
                                                                                        Fiscal Year Ended
                                                                           July 31,            July 25,            July 26,
                                                                               1999                1998                1997
                                                                        -----------         -----------         -----------
<S>                                                                       <C>                 <C>                 <C>
Weighted average risk-free interest rate                                       5.8%                4.6%                5.7%
Weighted average expected life (years)                                         5.0                 5.0                 5.0
Expected volatility                                                           40.9%               38.6%               39.6%
</TABLE>


These pro forma  adjustments  are not  indicative  of  future  period  pro forma
adjustments,  when the calculation  will apply to all applicable  stock options.
SFAS No.  123 does not apply to  awards  prior to fiscal  1996,  and  additional
awards in future years are anticipated.


<PAGE>


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


<CAPTION>
                                                       Fourth             Third           Second             First
                                                       Quarter           Quarter          Quarter           Quarter
Year ended July 31, 1999
<S>                                                   <C>               <C>              <C>               <C>
Net Sales                                             $166,692          $144,341         $146,170          $158,772
Gross Profit,
  less occupancy
  and buying costs                                      62,260            51,010           48,998            55,425
Income Taxes                                             6,585             3,718            3,579             5,273
Net Earnings                                            11,454             6,469            6,227             9,174
Earnings Per Share(*)
       Basic                                             $0.58             $0.32            $0.28             $0.40
       Diluted                                           $0.56             $0.31            $0.27             $0.39
</TABLE>

<TABLE>
<CAPTION>
                                                       Fourth             Third           Second             First
                                                       Quarter           Quarter          Quarter           Quarter
Year ended July 25, 1998
<S>                                                   <C>               <C>              <C>               <C>
Net Sales                                             $153,430          $144,341         $144,210          $156,194
Gross Profit,
  less occupancy
  and buying costs                                      56,896            53,545           49,904            56,476
Income Taxes                                             6,512             5,627            4,606             6,378
Net Earnings                                            11,327             9,794            8,010            11,096
Earnings Per Share
       Basic                                             $0.49             $0.42            $0.35             $0.49
       Diluted                                           $0.48             $0.41            $0.34             $0.47

<FN>
(*) Earnings per share is computed independently for each period presented. As a
result, the total of the per share earnings for the four quarters does not equal
the annual earnings per share in fiscal 1999.
</FN>
</TABLE>


<PAGE>



                                   EXHIBIT 22


                              THE DRESS BARN, INC.

                         SUBSIDIARIES OF THE REGISTRANT
                                (All 100% Owned)



                                                                State of
Subsidiary                                                    Incorporation

D.B.R., Inc.                                                     Delaware

The Dress Barn, Inc. of
New Hampshire, Inc. (**)                                       New Hampshire

Raxton Corp. (**)                                              Massachusetts

JRL Consulting Corp. (**)                                       New Jersey

D.B.X. Inc.                                                      New York



(**) Inactive Subsidiary


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                                   EXHIBIT 24


                          INDEPENDENT AUDITORS' CONSENT



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



We consent to the  incorporation  by reference in  Registration  Statement  Nos.
33-16857,  33-47415,  33-60196,  333-18135  and  33-17488  (on Form  S-8) of our
report,  dated September 17, 1998,  appearing in this Annual Report on Form 10-K
of The Dress Barn, Inc. and Subsidiaries for the year ended July 31, 1999.





Deloitte & Touche LLP
Stamford, Connecticut
October 21, 1999

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