| **EXHIBIT                INDEX** |
|----------------------------------|
|                             |
|                             |   |   |
| ExhibitNumber                    | Description | Incorporated                ByReference                From |
|                             |   |   |
| 3.1                              | 1983                Amended and Restated Certificate of Incorporation | (1) |
|                             |   |   |
| 3.2                              | Amendments                to Amended and Restated Certificate of Incorporation | (2) |
|                             |   |   |
| 3.3                              | Amendment                to Certificate of Incorporation, filed with the Connecticut Secretary                of                State on December 19, 2005 | (3) |
|                             |   |   |
| 3.4                              | Amended                and Restated By-Laws (as amended through September 18,                2008) |   |
|                             |   |   |
| 4                                | Specimen                Common Stock Certificate | (1) |
|                             |   |   |
| 10.1                             | Purchase                and Sale Agreement, dated January 28, 2003, Between                Rockland Warehouse Center Corporation, as seller, and                Dunnigan Realty, LLC, as buyer with respect to30                Dunnigan Drive, Suffern, NY | (5) |
|                             |   |   |
| 10.2                             | $34,000,000                mortgage loan from John Hancock Life Insurance Companyto                Dunnigan Realty, secured by mortgage on 30 Dunnigan Drive, Suffern,                NY | (6) |
|                             |   |   |
| 10.3                             | Leases                of Company premises of which the lessor is Elliot S. Jaffeor                members of his family or related trusts: |   |
|                             | 10.6.1                Danbury, CT store | (1) |
|                             | 10.6.2                Norwalk, CT **dressbarn**/**dressbarn**                Woman store | (7) |
|                             |   |   |
| 10.4                             | Amended                and Restated Lease between Dunnigan Realty, LLC, as landlord,and                The Dress Barn, Inc., as tenant, dated June 24, 2003 for                officeand                distribution space in Suffern, New York | (6) |
|                             |   |   |
| 10.5                             | The                Dress Barn, Inc. 1993 Incentive Stock Option Plan | (8)                * |
|                             |   |   |
| 10.6                             | The                Dress Barn, Inc. 1995 Stock Option Plan | (9)                * |
|                             |   |   |
| 10.7                             | The                Dress Barn, Inc. 2001 Stock Incentive Plan (amended and restated                effective                September 29, 2005) | (10)                * |
|                             |   |   |
| 10.8                             | Employment                Agreement with Elliot S. Jaffe dated May 2, 2002 | (11)                * |
|                             |   |   |
| 10.9                             | Amendment                dated July 10, 2006 to Employment Agreement dated                May 2, 2002 with Elliot S. Jaffe | (12)                * |
|                             |   |   |
| 10.10                            | Employment                Agreement dated May 2, 2002 with David R. Jaffe | (11)                * |
|                             |   |   |
| 10.11                            | Employment                Agreement dated August 28, 2002 with Vivian Behrens | (13)                * |
|                             |   |   |
| 10.12                            | Employment                Agreement dated July 26, 2005 with Gene Wexler | (14)                * |
|                             |   |   |
| 10.13                            | Supplemental                Retirement Benefit Agreement with Mrs. Roslyn Jaffe dated August                29,                2006 | (15)                * |
|                             |   |   |
| 10.14                            | Consulting                Agreement dated July 18, 2006 with Burt Steinberg Retail Consulting                Ltd. | (16)                * |
|                             |   |   |
| 10.15                            | The                Dress Barn Inc. 2.5% Convertible Senior Notes due 2024 | (17) |
|                             |   |   |
| 10.16                            | Credit                Agreement dated as of December 21, 2005 | (18) |
|                             |   |   |
| 10.17                            | First                Amendment to Credit Agreement | (19) |
|                             |   |   |
| 10.18                            | Stock                Purchase Agreement dated November 16, 2004Among                The Dress Barn, Inc., Maurices Incorporated andAmerican                Retail Group, Inc. | (20) |
|                             |   |   |
| 14                               | Code                of Ethics for the Chief Executive Officer and Senior Financial                Officers | (6) |
|                             |   |   |
| 21                               | Subsidiaries                of the Registrant |   |
|                             |   |   |
| 23                               | Consent                of Independent Registered Public Accounting Firm |   |
|                             |   |   |
| 31.1                             | Section                302 Certification of President and Chief Executive Officer |   |
|                             |   |   |
| 31.2                             | Section                302 Certification of Chief Financial Officer |   |
|                             |   |   |
| 32.1                             | Section                906 Certification of President and Chief Executive Officer |   |
|                             |   |   |
| 32.2                             | Section                906 Certification of Chief Financial Officer |   |
|                             |   |   |

----

| References                as follows: |                                                                                                                                                                                                     |
|---------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (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                30,                1988.                                                                           |
|                                  |                                                                                                                                                                                                     |
| (3)                                   | The                Company’s Registration Statement on Form S-8 under the Securities                Act of 1933 (Registration No. 333-136061).                                                     |
|                                  |                                                                                                                                                                                                     |
| (4)                                   | Omitted.                                                                                                                                                                                                 |
|                                  |                                                                                                                                                                                                     |
| (5)                                   | The                Company’s Quarterly Report on Form 10-Q for the quarter ended January 25,                2003.                                                                                  |
|                                  |                                                                                                                                                                                                     |
| (6)                                   | The                Company’s Annual Report on Form 10-K for the fiscal year ended July 26,                2003.                                                                                    |
|                                  |                                                                                                                                                                                                     |
| (7)                                   | The                Company’s Annual Report on Form 10-K for the fiscal year ended July 25,                1992.                                                                                    |
|                                  |                                                                                                                                                                                                     |
| (8)                                   | The                Company's Registration Statement on Form S-8 under theSecurities                Act of 1933 (Registration No. 33-60196) filed on March 29,                1993.                       |
|                                  |                                                                                                                                                                                                     |
| (9)                                   | The                Company's Annual Report on Form 10-K for the fiscal year ended July                27,                1996.                                                                           |
|                                  |                                                                                                                                                                                                     |
| (10)                                  | The                Company's Proxy Statement dated October 31, 2005, filed October 31,                2005.                                                                                              |
|                                  |                                                                                                                                                                                                     |
| (11)                                  | The                Company's Annual Report on Form 10-K for the fiscal year ended July                27,                2002.                                                                           |
|                                  |                                                                                                                                                                                                     |
| (12)                                  | The                Company’s Report on Form 8-K filed July 13, 2006.                                                                                                                               |
|                                  |                                                                                                                                                                                                     |
| (13)                                  | The                Company's Quarterly Report on Form 10-Q for the quarter ended October                26,                2002.                                                                         |
|                                  |                                                                                                                                                                                                     |
| (14)                                  | The                Company’s Annual Report on Form 10-K for the fiscal year ended July 30,                2005.                                                                                    |
|                                  |                                                                                                                                                                                                     |
| (15)                                  | The                Company’s Report on Form 8-K filed August 30, 2006.                                                                                                                             |
|                                  |                                                                                                                                                                                                     |
| (16)                                  | The                Company’s Report on Form 8-K filed July 19, 2006.                                                                                                                               |
|                                  |                                                                                                                                                                                                     |
| (17)                                  | The                Company's Registration Statement on Form S-1 under the Securities                Act of 1933 (Registration No. 333-124512) filed on May 02,                2005.                      |
|                                  |                                                                                                                                                                                                     |
| (18)                                  | The                Company’s Report on Form 8-K filed December 23, 2005.                                                                                                                           |
|                                  |                                                                                                                                                                                                     |
| (19)                                  | The                Company’s Report on Form 8-K filed November 1, 2007.                                                                                                                            |
|                                  |                                                                                                                                                                                                     |
| (20)                                  | The                Company’s Report on Form 8-K filed November 17,                2004.                                                                                                            |