EXHIBIT 10(uu)


                              EMPLOYMENT AGREEMENT

     Employment  Agreement  ("Agreement")  by and between  THE DRESS BARN,  INC.
("Dress Barn"), and DAVID R. JAFFE ("Executive") dated as of May 2, 2002.

     WHEREAS,  Executive  has been employed by Dress Barn for  approximately  10
years in increasingly senior executive positions; and

     WHEREAS,  Executive  has  recently  been  promoted to  President  and Chief
Executive Officer.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  Dress Barn and Executive agree as
follows:

1.  Employment.  Dress Barn hereby  agrees to employ  Executive,  and  Executive
hereby  agrees to be employed  by Dress Barn,  upon the terms and subject to the
conditions set forth in this Agreement.

2. Term of Employment. The period of Executive's employment under this Agreement
shall begin as of May 2, 2002 (the  "Effective  Date") and shall  continue for a
period ending July 30, 2005, unless sooner terminated in accordance with Section
5 below ("Initial  Term").  The Employment Term shall be extended for successive
one (1) year periods  (each a "Renewal  Term") unless either party gives written
notice of non-renewal to the other party not less than one year prior to the end
of the Initial Term or Renewal Term (as applicable)  then in effect.  As used in
this Agreement,  the phrase  "Employment  Term" refers to Executive's  period of
employment  from the date of this  Agreement  until his  "Termination  Date" (as
defined in Section 5(f) below).

3. Duties and Responsibilities.

     (a) Dress Barn will employ  Executive as its President and Chief  Executive
Officer.  In these capacities,  Executive shall perform the customary duties and
have the customary responsibilities of such positions. Executive shall report to
the Chairman of Dress Barn's Board of Directors (the "Board") and the Board, and
shall  perform such other  duties as may be assigned to  Executive  from time to
time by the Chairman or the Board.

     (b)  Executive  agrees to  faithfully  serve  Dress  Barn,  devote his full
working  time,  attention  and  energies  to the  business  of Dress  Barn,  its
subsidiaries  and  affiliated  entities,  and  perform  the  duties  under  this
Agreement to the best of his  abilities.  Executive  agrees not to engage in any
other business or employment without the written consent of Dress Barn except as
otherwise  specifically  provided  herein.  Executive may perform  uncompensated
services in connection  with either the  management of personal  investments  or
with  charitable or civic  organizations;  provided that such  activities do not
interfere with  Executive's  duties  pursuant to this  Agreement.  Executive may
serve on other  corporate  boards of directors,  with the approval of the Board,
which  approval  will not be  unreasonably  withheld.  Executive  shall  also be
entitled to appropriate vacation each year.

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4.       Compensation and Benefits.

     (a) Base Salary. During the Employment Term, Dress Barn shall pay Executive
a base salary at the annual rate of $650,000 per year or such higher rate as may
be determined from time to time by the Board or a Compensation  Committee of the
Board ("Base  Salary").  Such Base Salary shall be paid in accordance with Dress
Barn's  standard  payroll  practices for senior  executives.

     (b) Benefit Plans, Fringe Benefits and Incentive Programs.  Executive shall
be entitled to participate in all of Dress Barn's  pension,  insurance and other
benefit plans and programs and in all bonus and incentive  plans,  including the
Dress Barn Management Incentive Plan and stock option plans.  Executive shall be
entitled to office, secretarial and administrative assistance,  exclusive use of
an automobile (and payment for gasoline, maintenance,  repairs, insurance, taxes
and other related automobile  expenses),  tax preparation services including the
services of an outside  accounting  firm, and the  non-exclusive  use of a Dress
Barn apartment located in New York City.

     (c) Stock  Option  Grant.  In  connection  with  Executive's  promotion  to
President and Chief Executive Officer,  Dress Barn shall,  within 90 days of the
Effective Date, grant Executive options to purchase 150,000 shares of Dress Barn
Common  Stock at a price to be  determined  by Dress Barn  within 90 days of the
Effective  Date,  such  option  to be  granted  pursuant  to Dress  Barn's  1995
Non-Qualified Stock Option Plan.

     (d) Expense  Reimbursement.  Dress Barn shall promptly reimburse  Executive
for the ordinary and necessary  business  expenses  incurred by Executive in the
performance of his duties under this  Agreement in accordance  with Dress Barn's
customary practices applicable to senior executives.

5. Termination of Employment.  Executive's employment under this Agreement shall
terminate  at the  end of  the  Initial  Term  or  Renewal  Term  by  notice  of
non-renewal  by either  party in  accordance  with  Section  2,  unless  earlier
terminated  under  any of the  circumstances  set  forth in this  Section  5 (a)
through (d). Upon  termination,  Executive (or his beneficiary or estate, as the
case may be)  shall  be  entitled  to  receive  the  compensation  and  benefits
described in Section 6 below, and, if applicable, Section 7 below.


     (a) Death.  Executive's  employment shall terminate upon Executive's death.

     (b) Total Disability.  Dress Barn may terminate Executive's employment upon
his becoming "Totally Disabled". For purposes of this Agreement, Executive shall
be "Totally Disabled" if Executive is physically or mentally incapacitated so as
to render Executive  incapable of performing the material and substantial duties
of President under this
                                                        2

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Agreement  for a period of ninety (90)  consecutive  days or one hundred  twenty
(120) non-consecutive days in any twelve (12) month period.  Executive's receipt
of disability benefits under Dress Barn's long-term  disability benefits plan or
receipt  of Social  Security  disability  benefits  shall be  deemed  conclusive
evidence of Total  Disability  (as defined in this Section  5(b)) for purpose of
this Agreement; provided, however, that in the absence of Executive's receipt of
such long-term  disability  benefits or Social Security benefits,  the Board may
determine that  Executive is Totally  Disabled (as defined in this Section 5(b))
based  upon  the  opinion  of  an  impartial  reputable  physician   ("Impartial
Physician")   selected   by   mutual   agreement   of  the   parties   or  their
representatives,  or  failing  agreement  within  10 days of a  written  request
therefor by Dress Barn to Executive,  then an Impartial Physician  designated by
mutual agreement of a physician  selected by Executive (or his  representatives)
and a physician  selected by Dress Barn;  the written  opinion of such Impartial
Physician as to the issue of Total  Disability shall be final and binding on the
parties.

     (c)  Termination  by  Dress  Barn  for  Cause.  Dress  Barn  may  terminate
Executive's  employment for "Cause." Such  termination  shall be effective as of
the date specified in the written Notice of Termination provided to Executive.

     (i)  For purposes of this Agreement, the term "Cause" shall mean any of the
          following:

          (A) conviction of a crime  (including  conviction on a nolo contendere
          plea)  involving  the  commission  by  Executive  of a felony  or of a
          criminal  act  involving,  in the good  faith  judgment  of the Board,
          fraud,  dishonesty,  or moral  turpitude but excluding any  conviction
          which  results  solely from  Executive's  title or position with Dress
          Barn and is not based on his personal conduct;

          (B)  intentional  and  willful  failure  to   satisfactorily   perform
          employment duties reasonably  requested by the Board after thirty (30)
          days' written notice of such failure to perform,  specifying  that the
          failure  constitutes  cause  (other  than  as a  result  of  vacation,
          sickness, illness or injury);

          (C) fraud or embezzlement;

          (D)  gross  misconduct  or gross  negligence  in  connection  with the
          business of Dress Barn or an affiliate which has a substantial adverse
          effect on Dress Barn or the affiliate;

          (E)  Executive's  intentional  and willful  act or  omission  which is
          materially detrimental to the business or reputation of Dress Barn; or

          (F)  willful  breach of any of the  covenants  set forth in  Section 8
          hereof.

     (d) Termination by Executive for "Good Reason." Executive may terminate his
employment  under this  Agreement for "Good Reason" after  providing a Notice of
Termination  to Dress Barn at least  sixty  (60) days  prior to the  Termination
Date.

     (i) For purposes of this  Agreement,  the term "Good Reason" shall mean the
     occurrence,   without   Executive's   consent,  of  any  of  the  following
     circumstances:

     (i)  any material  demotion of Executive from his position,  job duties, or
          responsibilities  as President and Chief Executive  Officer (except in
          connection with the termination of Executive's employment for Cause or
          due to  Total  Disability  or as a result  of  Executive's  death,  or
          temporarily as a result of Executive's illness or other absence);

     (ii) a failure by Dress Barn to pay Executive's  compensation  and benefits
          in accordance this Agreement;

     (iii)relocation  of  Executive's  principal  place  of  work  outside  of a
          thirty-five (35) mile radius of its current location;

     (iv) any material  breach (not covered by clauses (i) - (iii) above) of any
          of Dress Barn's obligations under this Agreement; or

     (v)  a Change in  Control,  as defined  in  Paragraph  6 below,  shall have
          occurred and  Executive  shall have  provided a Notice of  Termination
          thereafter.

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     (e) Notice of  Termination.  Any  termination of Executive's  employment by
Dress Barn or by Executive (other than by reason of Executive's  death) shall be
communicated  by delivery of a written  notice of termination to the other party
in  accordance  with Section 9 below  ("Notice of  Termination").  Any notice of
non-renewal  pursuant to Section 2 shall be delivered in accordance with Section
9 below.

     (f)  Termination  Date. The effective  date of  Executive's  termination of
employment (the "Termination Date") shall be

     (i)  in the event of termination for non-renewal by Dress Barn or Executive
          pursuant to Section 2, at the end of the then current  Initial Term or
          Renewal Term;

     (ii) in the event of Executive's death, the date of death;

     (iii)in the event of termination for Total  Disability,  the date specified
          in the Notice of Termination;

     (iv) in the event of  termination  for  Cause,  the date  specified  in the
          Notice of Termination;

     (v)  in the event of termination for Good Reason, the date specified in the
          Notice of Termination or such later date as may be mutually  agreed by
          the parties; and

     (vi) in the event of any other termination,  the last day of the sixty (60)
          day  period   beginning  on  the  date  on  which  written  Notice  of
          Termination is given or such earlier date as may be specified by Dress
          Barn or such later date as may be mutually agreed by the parties.


6. Compensation Following Termination of Employment; Change in Control.

     (a) In the event  Executive's  employment is terminated  during the Initial
Term or Renewal Term for a reason other than for death,  Total  Disability,  for
Cause or  following a Change in Control,  in addition to all other  payments and
benefits to which  Executive  shall be entitled,  Executive shall be entitled to
receive an amount equal to the amount of Executive's Base Salary (at the rate in
effect on  Executive's  Termination  Date) for a period equal to what would have
otherwise been the period  remaining in the  applicable  term, but not less than
one year.  Payments to Executive  under this  Section  shall be made at the same
time and in the same  manner as such  compensation  had been paid  prior to such
termination of employment.

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     (b) Upon a Change in Control (as  hereinafter  defined),  Executive may, at
his  option,  terminate  his  employment  under  this  Agreement  by  Notice  of
Termination given at any time thereafter. In the event Executive's employment is
terminated by reason of a Notice of  Termination  following a Change in Control,
Dress  Barn  shall  pay the  Executive  in a single  lump sum on or  before  the
sixtieth  day  following  such  election,  an amount equal to two times the Base
Salary  at the  rate  in  effect  on the  date  of the  Notice  of  Termination.
Notwithstanding receipt of such lump sum payment, Executive shall be entitled to
receive the payments and benefits hereinafter referred to in this Paragraph 6.

          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 Dress Barn,  excluding a person that is an
          affiliate  (as such term is used  under that act) of Dress Barn on the
          date of this Agreement, or any affiliate of any such person;

     (ii) the  majority  of the board of  directors  of Dress Barn  consists  of
          individuals  other  than  Incumbent  Directors,  which  term means the
          members  of the board of  directors  of Dress Barn on the date of this
          Agreement;  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)Dress  Barn  adopts  any  plan  of   liquidation   providing  for  the
          distribution of all or substantially all its assets;

     (iv) all or  substantially  all the  assets or  business  of Dress Barn are
          disposed of pursuant to a merger,  consolidation or other  transaction
          (unless  the  shareholders  of Dress  Barn  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 Dress Barn,  all the common  stock or other  ownership
          interests  of the  entity or  entities,  if any,  that  succeed to the
          business  of Dress  Barn);  or (v) Dress Barn  combines  with  another
          company and is the surviving  corporation,  but, immediately after the
          combination,  the shareholders of Dress Barn 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).

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     (c) Upon termination of Executive's employment under this Agreement for any
reason,  Executive (or his designated beneficiary or estate, as the case may be)
shall be entitled to receive the following compensation:

          (i)  Earned but Unpaid  Compensation.  Dress Barn shall pay  Executive
               any accrued but unpaid Base Salary for  services  rendered to the
               date of termination and any accrued but unpaid expenses  required
               to be reimbursed under this Agreement.

          (ii) Other  Compensation  and  Benefits.  Except as may  otherwise  be
               provided under this  Agreement,  any benefits to which  Executive
               may  be  entitled  pursuant  to any  other  plans,  programs  and
               benefits  referred to in Section 4 above shall be determined  and
               paid in  accordance  with the terms of such plans,  programs  and
               benefits.


7.       Benefits Payable Following Death or Total Disability.


     (a) Death. In the event that Executive's employment is terminated by reason
of his death, Executive or his designated beneficiary or estate (as the case may
be) shall  receive (i) such life  insurance  or benefits to which  Executive  is
entitled  under  the  plans  and  policies  maintained  by  the  Company,   (ii)
Executive's  full Base  Salary at the rate in effect on the date of  Executive's
death, as if his employment had continued  until one year following  Executive's
death,  payments  of Base  Salary  to be made at the  same  time and in the same
manner  as  such  compensation  had  been  paid  prior  to such  termination  of
employment,  and (iii)  continuation of Executive's health and medical insurance
coverage for his family until one year following Executive's death.

     (b)  Total  Disability.   In  the  event  that  Executive's  employment  is
terminated by reason of his Total  Disability  as determined in accordance  with
Section 5(b), Executive or his designated beneficiary or estate (as the case may
be) shall  receive (i) such life  insurance or disability  benefits,  if any, to
which  Executive is entitled  under the plans and policies  maintained  by Dress
Barn; (ii)  Executive's Base Salary as determined under Section 4(a) at the rate
in effect on his  Termination  Date, as if his employment had continued  through
the period  remaining in the applicable term, and in no event less than one year
following the Termination Date. Such payments shall be made at the same time and
in the same manner as such  compensation had been paid prior to such termination
of  employment.  Executive's  health  and  medical  insurance  coverage  for the
Executive  and his family  shall also  continue in effect for the same period as
his Base Salary as provided in (ii) above.

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8.       Restrictive Covenants.


     (a)  Non-Competition.  Executive  covenants  and  agrees  that at all times
during the Employment Term and for one (1) year thereafter, unless Dress Barn at
its sole  discretion)  gives its  prior  written  consent  to such  activity  by
Executive,  Executive will not,  directly or indirectly,  engage in, assist,  or
have  any  active  interest  or  involvement  whether  as  an  employee,  agent,
consultant,   creditor,  advisor,  officer,  director,   stockholder  (excluding
holdings of less than 1% of the stock of a public company),  partner, proprietor
or any type of principal  whatsoever  in any person,  firm,  or business  entity
which, directly or indirectly, is engaged in "Competition" with Dress Barn.

     For purposes of this  Agreement,  "Competition"  with Dress Barn shall mean
(x) the business of owning and/or  operating one or more retail specialty stores
that sell  women's  apparel,  or (y) the  business  of selling  women's  apparel
through  catalogs or internet  sales,  or (z) any other  business  engaged in by
Dress Barn or any subsidiary of Dress Barn (i.e., any entity in which Dress Barn
owns 25% or more of the  outstanding  equity  interests)  during the  Employment
Term. As used in this Section 8, the term  "affiliate"  shall mean, with respect
to a particular  person,  a person that directly,  or indirectly  through one or
more intermediaries,  controls,  or is controlled by, or is under common control
with, such person.

     (b)  Non-Solicitation.  Executive  covenants  and agrees  that at all times
during the Employment Term and for one (1) year thereafter, he will not directly
or indirectly recruit,  solicit,  hire, or cause to be hired, any individual who
is then, or who has been within the preceding six (6) month period,  an employee
of Dress Barn.

     (c)  Non-Disparagement.  Executive  covenants  and agrees  that  during the
course of his  employment  by Dress  Barn or at any time  thereafter,  Executive
shall not,  directly or  indirectly,  in public or private,  deprecate,  impugn,
disparage,  or make any remarks  that would tend to or be  construed  to tend to
defame Dress Barn or any of its employees,  members of its board of directors or
agents,  nor shall  Executive  assist  any other  person,  firm or company in so
doing.

     (d) Right to  Injunction.  Executive  acknowledges  that the services to be
rendered by him to Dress Barn are of a special and unique character, which gives
this Agreement a peculiar  value to Dress Barn.  Executive  acknowledges  that a
breach of the  covenants  set forth in this  Section  8 will  cause  irreparable
damage to Dress  Barn  with  respect  to which  Dress  Barn's  remedy at law for
damages will be inadequate.  Therefore,  in the event of breach or  anticipatory
breach of the covenants set forth in this Section 8 by Executive,  Executive and
Dress Barn agree that Dress Barn shall be  entitled,  in  addition  to  remedies
otherwise available to it at law or equity, to injunctions, both preliminary and
permanent,  enjoining  or  restraining  such breach or  anticipatory  breach and
Executive hereby consents to the issuance thereof  forthwith and without bond by
any court of competent jurisdiction.

     (e) Acknowledgments and Separability of Covenants.  The parties acknowledge
that the type and  periods  of  restriction  imposed  in  Section 8 are fair and
reasonable  and are  reasonably  required for the  protection of Dress Barn; and
that the time, scope and other provisions of such Section have been specifically
negotiated  by  the  parties.   Executive  specifically  acknowledges  that  the
restrictions contemplated by this Agreement will not prevent

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him from being employed or earning a livelihood. The covenants contained in this
Section constitute a series of separate covenants, one for each applicable State
in the United States and the District of Columbia,  and one for each  applicable
foreign country. If in any judicial  proceeding,  a court shall hold that any of
the  covenants  set forth in Section 8 are not  permitted  by  applicable  laws,
Executive and Dress Barn agree that such covenants shall and are hereby reformed
to the maximum time, geographic,  or occupational  limitations permitted by such
laws. Further, in the event a court shall hold unenforceable any of the separate
covenants deemed included herein, then such unenforceable  covenant or covenants
shall be deemed eliminated from the provisions of this Agreement for the purpose
of such  proceeding  to the extent  necessary to permit the  remaining  separate
covenants to be enforced in such proceeding.  9. Notices.  Any notice,  consent,
request or other  communication  made or given in connection with this Agreement
shall be in writing  and shall be deemed to have been duly given when  delivered
or mailed by registered  or certified  mail,  return  receipt  requested,  or by
facsimile or by hand  delivery,  to the party  listed  below at their  following
respective  addresses or at such other  address as each may specify by notice to
the other:



                  To Dress Barn:

                           The Dress Barn, Inc.
                           30 Dunnigan Drive
                           Suffern, NY 10901
                  Attention: Chairman of the Board of Directors


                  To Executive:

                           David R. Jaffe
                           45 Hemlock Ridge
                           Weston, CT  06883


10.      Miscellaneous.


     (a) This  Agreement  shall be governed  by and  construed  and  enforced in
accordance  with the laws of the State of New York applicable to agreements made
and to be performed entirely in New York. Any dispute between the parties hereto
arising out of or relating to this Agreement (other than any dispute relating to
Section 8 above) shall be settled  exclusively  by  arbitration in New York, New
York in  accordance  with the  provisions of this  Agreement and the  commercial
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's award in any court having jurisdiction.

     (b) The article and section  headings  contained  herein are for  reference
purposes

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     (c) This Agreement sets forth the entire agreement and understanding of the
parties  relating  to  the  subject  matter  hereof,  and  supersede  all  prior
agreements,  arrangements and  understandings,  written or oral, relating to the
subject  matter  hereof.  It may not be  amended  except by a written  agreement
signed by both parties.

     (d) Except as otherwise  provided in this  Agreement,  this Agreement shall
inure to the  benefit  of and be  binding  upon the  parties  hereto  and  their
respective heirs,  representatives,  successors and assigns.  This Agreement and
the  rights  and  benefits  of  Executive  under  this  Agreement  shall  not be
assignable  by  Executive;  provided,  however,  that nothing in this Section 10
shall preclude  Executive from  designating a beneficiary  or  beneficiaries  to
receive any benefit payable on his death.


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.


                                              DRESS BARN, INC.
Date: May 2, 2002                             By:/S/ ARMAND CORREIA
                                              Name:Armand Correia
                                              Title:Senior Vice President



Date: May 2, 2002                             By:/S/ DAVID R. JAFFE
                                              Name:David R. Jaffe