EXHIBIT 10(tt)




                                                                     May 2, 2002



Mr. Elliot S. Jaffe
The Dress Barn, Inc.
30 Dunnigan Drive
Suffern, NY 10901

Dear Mr. Jaffe:


     The  purpose of this letter is to set forth the terms under which The Dress
Barn, Inc. (the "Company" or "we") have agreed to continue to employ you and you
have agreed to continue  to be employed by the  Company.  The terms set forth in
this letter have been  approved by the  Compensation  Committee  of the Board of
Directors of the Company.

     As founder  of the  Company,  you have been  employed  by the  Company in a
senior management  capacity for over 40 years and your current title is Chairman
of the Board. It is the Company's hope and desire that you continue to be active
in the  management of the Company for many years and that even after your active
participation  ceases,  you will  continue  to provide  consultative  advice and
guidance to the Company to which you have devoted  virtually your entire working
life.

     1. We and you have agreed that unless sooner terminated as described below,
your term as Executive Chairman of the Board shall continue until the end of our
fiscal  year  ending  July  2005.  That  term will be  extended  for each of two
successive  one year  periods  unless  either you or we gives the other  written
notice of  non-extension  at least 90 days  prior to the end of the term then in
effect.  Beyond the fiscal year ending July 2007,  a further  extension  of your
term as  Executive  Chairman  of the  Board  will  require  our  mutual  written
agreement.  Notwithstanding the foregoing,  you may elect to terminate your term
as  Executive  Chairman of the Board on 90 days'  notice to us  effective at any
time after July 31, 2004.

     As Executive  Chairman of the Board you will continue to have the customary
duties and  responsibilities  of an executive chairman of the board and you will
continue to be  involved  in the senior  management  of the  Company,  including
active participation in major decisions relating to real estate,  operations and
other matters.

 <PAGE>

     2. Effective  upon the  termination of your term of employment as Executive
Chairman of the Board,  you and we have agreed  that you will  continue  for the
rest of your life to be employed by the Company in a non-executive  capacity, at
least initially as the Non- Executive  Chairman of the Board.  You will have the
customary duties and  responsibilities of a non-executive  chairman of the board
and shall provide such advisory and consultative services as the Chief Executive
Officer of the Company (or if you so elect, the Board of Directors) may request,
it being understood that such advisory and consultative services may be provided
by you at times and at locations  that are  reasonably  satisfactory  to you and
that do not involve more than twenty-four (24) days per fiscal year. During this
non-executive  term we shall  have the right to change  your  title to  Chairman
Emeritus, Honorary Chairman or the like.

     3. During your term as Executive Chairman of the Board, you shall receive a
salary at the annual rate of $600,000 per year.  During the period following the
termination of your term of employment as Executive  Chairman of the Board,  you
will  receive a salary  (which is in the  nature  of a pension  payment)  at the
annual rate of $300,000 or such higher amount as results from an increase in the
cost of living  (recalculated  at the end of each of our fiscal years) from July
31, 2002. Nothing contained in this letter shall preclude the Board of Directors
in its discretion from increasing your salary at any time.

     4.  During  your term as  Executive  Chairman  of the  Board,  you shall be
entitled to  participate in all of the Company's  bonus and incentive  plans and
all employee pension,  insurance and benefit plans and programs available to the
Company's  senior  executives  or its  employees  in  general.  You will also be
entitled to office and secretarial and administrative  assistance  comparable to
the office and assistance you currently  have, to the exclusive use of a Company
car and driver, to tax preparation services including the services of an outside
accounting  firm,  and to the use of a Dress  Barn  apartment  in New York City.
During the period of your employment by the Company in a non-executive capacity,
you will be entitled to  participate in all group  insurance  plans and programs
available to the Company's senior executives or its employees  generally (and in
any event to health insurance coverage),  tax preparation services,  and, for as
long  as you may  want  them,  an  office  and  secretarial  and  administrative
assistance.

     5. It is the company's  intention that you continue to serve as a member of
the Board of  Directors  of the  Company  both  during  your  term as  Executive
Chairman of the Board and thereafter. However, your salary and other benefits as
provided in this letter  shall not be reduced or  eliminated  even if you are no
longer a Director or no longer have any Chairman title.

     6. If your  employment  by the Company  terminates by reason of your death,
you will be entitled to a death benefit of one year's salary at the compensation
rate in effect on the date of your death.

 <PAGE>

     7. If there is a Change in Control (as defined  below)  during your term as
Executive  Chairman  of the Board,  you may,  at your  option,  by notice to the
Company at any time thereafter, terminate your term as Executive Chairman of the
Board  and  relinquish  your  Chairman  and  directorship  positions.  Upon such
election,  the Company  shall pay you in a single lump sum on or before the 30th
day  following  such election an amount equal to two times your annual salary in
effect immediately prior to such election. In the event such payment or any part
thereof is  determined  to  constitute  a "parachute  payment",  as that term is
defined in Section  280G(b)(2) of the Internal  Revenue Code of 1986, as amended
(the "Code"), notwithstanding anything to the contrary in this letter, you shall
be entitled to receive a "Gross-Up Payment" in an amount such that after payment
by you of all taxes,  including any income taxes and any excise taxes imposed by
Section  4999 of the Code  (including  any  interest or  penalties  imposed with
respect to such taxes), upon the Gross-Up Payment,  you will retain an amount of
the Gross-Up Payment equal to the taxes imposed on the "parachute payment".

     Notwithstanding  your making such  election  and your receipt of a lump sum
payment  following  a Change in  Control,  you will be  entitled  to receive the
benefits  described  in  Paragraph  4 as  applicable  during  the period of your
employment in a  non-executive  capacity,  be entitled to receive the salary (in
the nature of a pension  payment)  described in Paragraph 3 beginning  two years
thereafter,  be relieved of the obligation to provide  advisory and consultative
services  as provided in  Paragraph  2, but shall  continue to be subject to the
non-competition restrictions described in Paragraph 8 below.


         A Change in Control shall mean the occurrence of any one of the
following events:

     (i)  any  "person,"  as such term is used in sections  3(a)(9) and 13(d) of
          the Securities  Exchange Act of 1934, becomes a "beneficial owner," as
          such term is used in Rule 13d-3  under that act, of 30% or more of the
          outstanding common stock of the Company, excluding a person that is an
          affiliate  (as such term is used under that act) of the Company on the
          date of this letter, or any affiliate of any such person;

     (ii) the  majority of the board of  directors  of the  Company  consists of
          individuals  other  than  Incumbent  Directors,  which  term means the
          members of the board of  directors  of the Company on the date of this
          letter;  provided  that any person  becoming a director  subsequent to
          such date whose  election or nomination  for election was supported by
          two-thirds of the directors who then comprised the Incumbent Directors
          shall be considered an Incumbent Director;

     (iii)the  Company  adopts  any  plan  of  liquidation   providing  for  the
          distribution of all or substantially all its assets;

<PAGE>

     (iv) all or  substantially  all the assets or  business  of the Company are
          disposed of pursuant to a merger,  consolidation or other  transaction
          (unless  the  shareholders  of the Company  immediately  prior to such
          merger,  consolidation or other transaction beneficially own, directly
          or indirectly,  in  substantially  the same proportion as they own the
          common stock of the Company,  all the common stock or other  ownership
          interests  of the  entity or  entities,  if any,  that  succeed to the
          business of the Company); or

     (v)  the  Company  combines  with  another  company  and is  the  surviving
          corporation,  but, immediately after the combination, the shareholders
          of the Company  immediately prior to the combination hold, directly or
          indirectly,  50% or  less  of the  common  stock  or  other  ownership
          interests  of the combined  company  (there  being  excluded  from the
          number of shares  held by such  shareholders,  but not from the common
          stock or other ownership interests of the combined company, any shares
          or other  ownership  interests  received by  affiliates  of such other
          company in exchange for stock of such other company).

     8. You have agreed that so long as you are  receiving  any salary  payments
from the Company  (including  the two year hiatus if you exercise your option to
receive and have  received a lump sum payment  following a "Change in Control"),
neither you nor any person, entity or enterprise controlled by you will become a
director,  officer,  agent, employee,  lender or shareholder of a corporation or
member  of or  lender  to a  partnership,  engage  as a sole  proprietor  in any
business,  or act as a consultant to any of the foregoing or otherwise  directly
or  indirectly  engage in any business  that is in direct  competition  with the
business  then  conducted by the Company in any state in the United States or in
any other country in which the Company has engaged in such business, except with
the  Company's  written  permission,  provided,  however,  that  this  shall not
prohibit you from owning less than 1% of the outstanding securities of any class
of capital stock of a corporation  the securities of which are regularly  traded
or quoted on a national  securities  exchange or on an inter-  dealer  quotation
system.  You have  acknowledged  that there is no  adequate  remedy at law for a
breach of this Paragraph 8 and that, in the event of such a breach or threatened
breach, the Company shall be entitled to injunctive or other equitable relief to
prevent any such breach  without  prejudice to any other remedies for damages or
otherwise.  You and we have  both  acknowledged  that the type  and  periods  of
restriction  described in this  Paragraph 8 are fair and reasonable in your case
and are reasonably required for the protection of Dress Barn.

     9. The  agreement  set  forth in this  letter  shall  inure to your and the
Company's  benefit  and our  respective  successors,  heirs  (in your  case) and
assigns.  No rights or  obligations  of the Company under this  agreement may be
assigned  or  transferred  by  the  Company,  except  pursuant  to a  merger  or
consolidation, or the sale or liquidation of all or substantially all the assets
of the Company,  provided that, in the case of such a sale or  liquidation,  the
assignee  or  transferee  assumes  in writing  the  obligation  to perform  this
agreement (it being  understood,  however,  that no such  assignment or transfer
shall  relieve  the  Company  of  its  liabilities  or  obligations  under  this
agreement). This agreement may not be amended or waived, except by an instrument
in writing signed by the party to be charged.


<PAGE>


     If any  provision  of this  agreement  is  invalid  or  unenforceable,  the
remaining  provisions of this agreement  shall remain in effect.  This agreement
shall be governed by and construed and interpreted in accordance with the law of
the State of New York as applied to agreements among New York residents  entered
into  and to be  performed  entirely  within  New  York.  Any  notice  or  other
communication  under this letter shall be in writing and shall be deemed to have
been duly given when  personally  delivered or mailed by registered or certified
mail,  postage  prepaid,  return  receipt  requested,  or by  facsimile  to  the
respective  addresses  listed below or to such other addresses as each party may
specify by notice to the other:


                  to                The Dress Barn, Inc.
                                    30 Dunnigan Drive
                                    Suffern, NY 10901

                                    Attention: Chief Executive Officer

                  to you:           Elliot S. Jaffe
                                    30 Dunnigan Drive
                                    Suffern, NY 10901


     This letter contains the entire agreement and  understanding of the parties
concerning  its  subject   matter  and  supersedes  all  prior   agreements  and
understandings with respect to that subject matter. Nothing in this agreement is
intended to or shall affect the rights or  obligations  of the parties under any
agreement relating to the maintenance of life insurance,  stock options or other
employee benefits.

     If the foregoing  accurately sets forth our agreement,  please  countersign
and return to us a copy of this letter.


                                                     Very truly yours,

                                                     THE DRESS BARN, INC.


                                                     By:/S/ ARMAND CORREIA
                                                     Senior Vice President
                                                     Chief Financial Officer
                                                     May 2, 2002


ACCEPTED AND AGREED TO:



/S/ ELLIOT S. JAFFE
Elliot S. Jaffe
May 2, 2002