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, 2004          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)

                                 (845) 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. [ ].

Indicate by check mark whether the registrant is an accelerated  filer.  Yes [X]
No [ ].

As of October 13, 2004, 29,660,087 shares of common shares were outstanding. The
aggregate  market  value of the common  shares  (based upon the October 13, 2004
closing price of $17.73 on the NASDAQ Stock Market) of The Dress Barn, Inc. held
by  non-affiliates  was approximately  $387.4 million.  For the purposes of such
calculation, all outstanding shares of Common Stock have been considered held by
non-affiliates,  other than the 7,808,105 shares beneficially owned by Directors
and  Executive  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 November 17, 2004 are  incorporated  into Parts I and
III of this Form 10-K.

                                   Cover Page
<PAGE>
<TABLE>
                              THE DRESS BARN, INC.
                                    FORM 10-K
                         FISCAL YEAR ENDED JULY 31, 2004
                                TABLE OF CONTENTS

<CAPTION>
                           SECTION                                                                    PAGE #
<S>                      <C>                                                                        <C>
PART I
         Item 1            Business
                                    General                                                                4
                                    Company Strengths and Strategies                                       4
                                    Merchandising                                                          7
                                    Buying and Distribution                                                8
                                    Store Locations and Properties                                         8
                                    Operations and Management                                             10
                                    Advertising and Marketing                                             11
                                    Management Information Systems                                        11
                                    Trademarks                                                            11
                                    Employees                                                             12
                                    Seasonality                                                           12
                                    Forward-Looking Statements and Factors Affecting Future               12
                                        Performance
         Item 2            Properties                                                                     14
         Item 3            Legal Proceedings                                                              15
         Item 4            Submission of Matters to a Vote of Security Holders                            15
         Item 4A           Executive Officers of the Registrant                                           16

PART II
         Item 5            Market for Registrant's Common Stock,
                                    Related Security Holders Matters and Issuer
                                    Purchases of Equity Securities                                        17

         Item 6            Selected Financial Data                                                        19
         Item 7            Management's Discussion and Analysis of                                        20
                               Financial Condition and Results of Operations
         Item 7A           Quantitative and Qualitative Disclosures About Market Risk                     28
         Item 8            Financial Statements and Supplementary Data                                    28
         Item 9            Changes in and Disagreements with Accountants                                  28
                               on Accounting and Financial Disclosure
         Item 9A           Controls and Procedures                                                        28
         Item 9B           Other Information                                                              29

PART III
         Item 10           Directors and Executive Officers of the Registrant                             30
         Item 10 A         Code of Business Conduct and Ethics                                            30
         Item 11           Executive Compensation                                                         30
         Item 12           Security Ownership of Certain Beneficial Owners                                30
                                    and Management
         Item 13           Certain Relationships and Related Transactions                                 30

         Item 14           Principal Accountant Fees and Services                                         30

 PART IV
         Item 15           Exhibits and  Financial Statement Schedules                                    31

</TABLE>
<PAGE>

                                    PART I

ITEM 1.  BUSINESS

General

     The Dress Barn, Inc. and its wholly-owned  subsidiaries (the "Company",  or
"dressbarn")  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 career and casual fashion to the working
woman at value  prices.  The Company  differentiates  itself from (i)  off-price
retailers by its carefully edited selection of unique, in-season,  first-quality
merchandise,   service-oriented   salespeople  and  its   comfortable   shopping
environment,  (ii) department stores by its value pricing,  sales and convenient
locations  and  (iii)  other   specialty   apparel   retailers  by  its  unique,
lifestyle-oriented  merchandise and its continuous  focus on Dress Barn's target
customer. As part of this focus, the Company has successfully  developed its own
brand,  which  constituted  virtually  all of its net sales for the fiscal  year
ended July 31, 2004 ("fiscal 2004").

     The Company  operates  primarily  combination  Dress  Barn/Dress Barn Woman
stores ("Combo Stores"), which carry both Dress Barn and larger-sized Dress Barn
Woman  merchandise,  as well as  freestanding  Dress  Barn and Dress  Barn Woman
stores.  As of July 31, 2004,  the Company  operated 776 stores in 45 states and
the District of Columbia,  consisting of 545 Combo Stores, 178 Dress Barn stores
and 53 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 8,500 square feet.


Company Strengths and Strategies

     Dress Barn strives to be the preferred career and casual women's  specialty
store for the moderate customer (size 4 to 24), providing differentiated current
fashion  merchandise at value prices in a comfortable  easy to shop  environment
with a strong focus on sales. The Company caters to the  time-pressured  working
women  who want  their  shopping  trips to be  efficient  by  offering  one stop
shopping from career to casual sportswear,  as well as dresses,  suits,  special
occasion clothing, accessories, jewelry and shoes. To accommodate this customer,
the Company  locates its stores  primarily in nearby strip shopping  centers and
operates  most of these  stores  seven days and six nights a week.  The  Company
seeks to maintain a distinct fashion point of view, with unique  merchandise not
found at other stores, editing its assortments frequently in accordance with its
targeted  customer's tastes.  Merchandise is arranged  conveniently by lifestyle
and  category.  Customers  develop a high  degree of  confidence  that they will
quickly find the styles that match their preferences. This, along with attentive
service, which Dress Barn is known for, helps to create a loyal repeat customer.

     The Company same store sales  increased  1.9% in fiscal 2004 after declines
in both fiscal 2003 and 2002. To achieve  continued  growth in same store sales,
the Company  strategy is to increase  customer traffic to its store locations by
(a) bringing into its stores more unique,  fashion-forward  quality  merchandise
not found at its competitors while  maintaining its value prices,  (b) investing
in technology and training to enhance its already well-known  friendly sales and
the product  knowledge of its sales  associates and (3) increasing its marketing
and advertising  budget as a percentage of sales, to focus on communicating  the
brand,  as an image and a lifestyle,  and on special  promotions  and rewards to
current and potential customers and its Dress Barn credit card holders.

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


<PAGE>



     Since the  Company's  formation  in 1962,  Dress Barn has  established  and
reinforced  its image as a source of fashion  and value,  focusing on its target
customer - fashion minded  working women.  The Company has built its brand image
as a core resource for a lifestyle-oriented, stylish, value-priced assortment of
career and casual fashions  tailored to its customers' needs. The Company's over
775 store locations in 45 states provide it with a nationally  recognized  brand
name. The Company has developed  long-standing  relationships  with its existing
customers, enjoying strong customer loyalty.

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

     Over the past several years,  the Company has been gradually  repositioning
itself to appeal to a more fashion  conscious  customer  while  maintaining  the
Company's focus on its target customer.  This  repositioning  includes enhancing
the  existing  Dress  Barn  image,  building  brand  awareness  through  various
marketing  and  advertising  campaigns,  adopting  a new  logo  and  creating  a
personality  and a  voice  for the  Dress  Barn  brand  and  communicating  this
friendlier,   more  feminine  spirit  to  customers,   potential  customers  and
associates.  To enhance the  development  of the Dress Barn  brand,  the Company
changed and updated its in-store  graphics,  and developed a new prototype store
design. During this period, the Company has expanded the use of its dressbarn(R)
label to virtually all its merchandise offerings, emphasizing quality, value and
fashion.

     To strengthen the Company's  brand image and marketing  effectiveness,  the
Company has moved away from reliance on weekly newspaper advertising in favor of
targeted  national  magazine  advertising and expanded direct mail. In addition,
the Company  increased  its  marketing  spending to 1.6% of sales in fiscal 2004
from 1.4% of sales in fiscal 2003. The Company  advertises in  approximately  10
national magazines, using ads design to enhance brand awareness as well as bring
in new customers into its stores. The Company is also a national sponsor for the
American  Cancer  Society,  and the  marketing  department  has an active public
relations effort, which has led to more public awareness through increased press
coverage for Dress Barn.

     The  Company's   merchandise  offerings  reflect  a  focused  and  balanced
assortment of career and casual fashions tailored to its customers' demands. The
Company believes it offers its customers unique  merchandise,  generally fashion
forward  with  constantly  updated  looks and colors.  The  merchandise  mix has
evolved to a more updated contemporary style, shifting in focus from structured,
career  looks to softer  outfit  dressings  and  assortments.  The  Company  has
upgraded its fabrications,  offering value,  style and fashion while maintaining
its quality and price  points.  The Company  attempts to insure its  merchandise
sizes  are  true,  with  consistent  sizing;  easy  to care  for and of  quality
construction.

     The  Company's  stores  continue to reflect  newness and fashion,  with key
items in depth accented by six floorset changes a year. Stores receive shipments
daily  for a  constant  flow of new  looks to keep  the  assortments  fresh  and
exciting.  Lifestyle  merchandising  is key;  emphasizing  mix and match  outfit
dressing  within strong color  stories.  The Company has a new store design that
features  an easier to shop  layout,  warmer  colors and new wood  fixtures  for
enhanced merchandise presentation. During fiscal 2004, the Company utilized this
design in its newly opened  stores and updated  approximately  12 stores to this
new design; the Company plans to update or completely  remodel  approximately 15
of its store  locations  during its fiscal year  ending  July 30, 2005  ("fiscal
2005").  At the end of fiscal 2004, more than half of the Company stores feature
this new design.

     Dress Barn continues to invest in technology to improve  merchandising  and
sales,  reduce  costs and enhance  productivity.  The  Company  utilizes a field
information  system for all its Regional and District  Sales Managers via laptop
computers,  providing sales, inventories and other operational data. The Company
upgraded  its  back-office  store system  software to include  such  features as
inventory  scanning,  quick credit approval for new applications,  automated new
hire entry and store  email.  The Company  utilizes a DVDi  Learning  Management
System  (LMS),  where  sales  associates  are able to take tests and the Company
plans to have the results tracked  centrally for  consistency  across all of its
stores In addition,  the Company began a rollout of a new  point-of-sale  system
with many  enhanced  features to all its stores in the fourth  quarter of fiscal
2004,  which was  completed in the first  quarter of fiscal  2005.  This rollout
included the  installation  of a wide area  network.  This new system allows the
Company to add functionality to its POS system with the ability to capture debit
card   transactions,   centralize  credit   authorizations,   improve  promotion
transactions  handling,  and speed up customer  transaction  time. The Company's
distribution   center  systems   continue  to  be  refined  to  reduce  per-unit
distribution costs.


<PAGE>



     All aspects of Dress  Barn's  stores are designed to be  responsive  to the
Dress Barn customer.  In past customer surveys,  sales was viewed as superior to
its  competition  and was a competitive  advantage.  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 coordinated merchandise arranged for ease of shopping,
comfortable  store  environment  and friendly  sales embody Dress Barn's  strong
focus on its  customers.  Dress Barn's  training  program  encourages  its sales
associates to assist customers in a low-key and friendly manner. The Company has
various programs to recognize and reward its best sales associates.  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 cash and investments  and its internally  generated funds
provide a competitive advantage that enables the Company to pursue its long-term
strategies  regarding new stores,  capital  expenditures and marketing and brand
development.

     In January 2003, the Company, through a wholly owned subsidiary,  purchased
for approximately $45.3 million a  distribution/office  facility in Suffern, New
York (the  "Suffern  facility"),  of which the major  portion  is the  Company's
corporate  offices  and  distribution  center.  The  acquisition  of the Suffern
Facility  provides   flexibility  for  future  expansion  and  has  resulted  in
significant savings in its home office and distribution center occupancy costs.

     Based on the economic success of its larger size Combo Stores,  most fiscal
2005 store  openings  will be Combo Stores  between 7,000 and 8,000 square feet.
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.  The Company has in the past also purchased locations
from  bankrupt  retailers,  some of which  were too  small  for a Combo and were
opened as  freestanding  locations.  Of the 53 stores the Company  opened during
fiscal 2004, 48 were Combo  locations  and 5 were  freestanding  locations.  The
Company has an ongoing  program of converting its older  freestanding  stores to
Combo Stores.  Six stores were converted to Combo stores during fiscal 2004. The
Company expects to continue to open stores  primarily in strip centers,  as well
as in downtown and outlet  locations.  In fiscal 2005, the Company plans to open
approximately  50 new stores and convert a few existing  stores to Combo Stores,
including expanding into new markets.

     In conjunction with its strategy of adding mostly Combo Stores, the Company
continues to close or relocate its underperforming  locations and closed 47 such
locations during fiscal 2004,  compared to 28 closed in fiscal 2003. The Company
also plans to close  approximately  30 to 40 more such locations in fiscal 2005.
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 stores, net of
store  closings,  resulted in an  aggregate  store  square  footage  increase of
approximately  1.2% in fiscal 2004, after a 4.5% increase in fiscal 2003. Net of
store  closings,  the Company  currently  plans to increase its aggregate  store
square footage in the low single-digits in fiscal 2005.

     The Company's marketing programs focus on developing stronger relationships
with its existing customers, increasing their loyalty by making them feel better
about Dress Barn. Concurrently, the programs try to create awareness among those
who are not already  customers and inspire them to visit its stores and see what
Dress Barn has to offer.  One major  asset is the Dress Barn credit  card;  with
almost 2.7  million  cardholders,  the  Company  continues  to segment  its best
customers and target them with exclusive offers and recognition. The credit card
purchasing  information,  combined with  transactional data from the stores, has
created a customer  database for our customer  relationship  management  ("CRM")
system.  The CRM  database  tracks  customer  transactions,  with the ability to
target  customers  with  specific  offers  and  promotions,  including  coupons,
pre-sale  announcements,  and special  events.  The CRM database is used for the
Company's  direct mail program,  providing more productive  direct mail lists as
well as targeting  potential  customers within each store's trading area and for
new stores.

     The Company utilizes its web site (www.dressbarn.com) for reinforcing store
promotions and providing store and product  information,  helping to drive store
traffic and  communicate  with its retail  customers.  In addition,  the Company
sells gift certificates on its website.


<PAGE>



Merchandising

     Virtually all  merchandising  decisions  affecting the Company's stores are
made centrally.  Day to day store  merchandising is under the direction of Keith
Fulsher,  the  General  Merchandise  Manager,  and  six  additional  merchandise
managers. The Company utilizes a Visual Merchandising  Department to communicate
various floorsets and presentations to the stores. The Company generally has six
complete  floorset changes per year to keep its merchandise  presentation  fresh
and  exciting.  There is a  constant  flow of new  merchandise  to the stores to
maintain newness. Store 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 volume of a particular  store. To keep  merchandise  seasonal and in current
fashion,  inventory is reviewed weekly and markdowns are taken as appropriate to
expedite selling. The Company offers first-quality,  in-season merchandise, with
approximately  60%  of the  Company's  sales  volume  derived  from  sportswear,
including sweaters,  knit and woven tops, pants and skirts. The remainder of the
Company's  sales  volume  includes of dresses,  suits,  blazers,  outerwear  and
accessories. In fiscal 2003, sportswear accounted for approximately 65% of sales
volume.  The  decrease  in fiscal 2004 was due  primarily  to  increases  in the
jewelry and blouse  categories.  Dress Barn Woman  merchandise  features  larger
sizes of  styles  similar  to  Dress  Barn  merchandise.  The  Company's  Petite
departments  feature  merchandise  similar to Dress Barn  merchandise  in petite
sizes. In addition to the Company's broad  assortment of career and casual wear,
the Company offers other items including in selected  stores  hosiery,  handbags
and shoes. There are separate  merchandising teams for Dress Barn and Dress Barn
Woman.

     The Company's direct sourcing of its merchandise  improves its 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 direct sourcing  provides it with more  flexibility by
allowing for higher initial mark-ons.  The Company believes it has the expertise
to execute its brand strategy due to its extensive  experience  sourcing  goods,
its position as a merchandiser of established fashions, and its prior experience
with private brands. Virtually all of the Company's sales are generated from its
private brand labels.

     The  Company  continues  to expand the  number of its stores  with shoe and
petite-size  departments.  As of July 31, 2004, 340 stores had shoe  departments
and 198 stores featured petites.


Buying and Distribution

     Buying is conducted on a  departmental  basis for Dress Barn and Dress Barn
Woman by the Company's staff of over 45 buyers and assistant  buyers  supervised
by the General  Merchandise  Manager and six merchandise  managers.  The Company
also uses  independent  buying  representatives  in New York and  overseas.  The
Company obtains its merchandise from  approximately  200 vendors,  and no vendor
accounted  for over 5% of the  Company's  purchases.  In  fiscal  2004,  imports
accounted for over 50% of merchandise purchases and no vendor accounted for over
5% of the  Company's  import  purchases.  Typical  lead times for the Company in
making purchases from its vendors range from  approximately  one month for items
purchased  domestically  versus  up to  six  months  for  merchandise  purchased
overseas.

     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  uses its strong
relationships  with vendors to lower its operating costs by shifting freight and
insurance costs to the vendors and typically  requires them to provide ancillary
services.  For example, over 90% of the Company's merchandise is pre-ticketed by
vendors  and over half of the  hanging  garments  purchased  by the  Company are
delivered on floor-ready  hangers. In addition,  45% of its merchandise receipts
are pre-packaged  for  distribution to stores,  which allows for efficiencies in
its distribution center by using cross-docking.


<PAGE>



     The Company generally does not warehouse store merchandise, but distributes
it promptly to stores.  There are  instances  where the Company  does hold basic
merchandise  for future  distribution.  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.


<TABLE>
Store Locations and Properties

     As of July 31, 2004,  the Company  operated 776 stores in 45 states and the
District  of  Columbia.  492 of the stores  were  conveniently  located in strip
centers and 225 stores were located in outlet  centers.  During  fiscal 2004, no
store accounted for as much as 1% of the Company's total sales.  The table below
indicates the type of shopping facility in which the stores were located:


<CAPTION>
                                                                                   Dress Barn
                                                              Dress Barn                Woman              Combo
      Type of Facility                                            Stores               Stores             Stores            Total

<S>                                                              <C>                   <C>               <C>              <C>
Strip Shopping Centers                                               105                   26                361              492
Outlet Malls and Outlet Strip Centers                                 47                   22                156              225
Free Standing, Downtown and Enclosed Malls                            26                    5                 28               59(1)

Total                                                                178                   53                545              776


<FN>
 (1) Includes 29 downtown locations
</FN>
</TABLE>

         The table on the following page indicates the states in which the
stores operating on July 31, 2004 were located, and the number of stores in each
state:


<PAGE>
<TABLE>
<CAPTION>
Location                                                                    DB                DBW              Combos
                                                                           ---                ---                 ---
<S>                                                                      <C>                  <C>               <C>
Alabama                                                                      -                  -                   7
Arizona                                                                      1                  -                   9
Arkansas                                                                     -                  -                   4
California                                                                  17                  2                  31
Colorado                                                                     3                  1                  10
Connecticut                                                                  6                  3                  20
District of Columbia                                                         2                  1                   1
Delaware                                                                     2                  1                   3
Florida                                                                     12                  2                  14
Georgia                                                                      2                                     20
Idaho                                                                        -                  -                   3
Illinois                                                                     3                  1                  29
Indiana                                                                      4                  -                  11
Iowa                                                                         -                  -                   6
Kansas                                                                       -                  -                   6
Kentucky                                                                     1                  -                   7
Louisiana                                                                    -                  -                  10
Maine                                                                        2                  1                   -
Maryland                                                                     6                  3                  19
Massachusetts                                                                7                  2                  25
Michigan                                                                     7                  1                  22
Minnesota                                                                    -                  -                  11
Mississippi                                                                  -                  -                   6
Missouri                                                                     4                  2                  18
Nebraska                                                                     -                  -                   4
Nevada                                                                       1                  -                   5
New Hampshire                                                                -                  -                   6
New Jersey                                                                  17                  8                  24
New Mexico                                                                   -                  -                   1
New York                                                                    24                  5                  39
North Carolina                                                               8                  4                  17
North Dakota                                                                 -                  -                   1
Ohio                                                                         3                  -                  17
Oklahoma                                                                     1                  -                   2
Oregon                                                                       2                  2                   4
Pennsylvania                                                                18                  6                  23
Rhode Island                                                                 1                  -                   3
South Carolina                                                               4                  1                  11
Tennessee                                                                    3                  2                  11
Texas                                                                        5                  1                  42
Utah                                                                         -                  -                   4
Vermont                                                                      -                  -                   2
Virginia                                                                     9                  3                  20
Washington                                                                   2                  1                   5
West Virginia                                                                -                  -                   2
Wisconsin                                                                    1                  -                  10

Total                                                                      178                 53                 545
                                                                           ---                ---                 ---
</TABLE>


<PAGE>



Operations and Management

     In considering new store locations,  the Company's focus is on expanding in
its existing major trading and  high-density  markets,  in certain cases seeking
downtown  or urban  locations  and/or  adding to a cluster of  suburban or other
locations.  Downtown and urban  locations  are  considered  based on  pedestrian
traffic  and  daytime  population,  proximity  to major  corporate  centers  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 and anchor tenants in the shopping center. The Company
also  seeks to expand  into new  markets.  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
all new leases. The committee also 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 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 models wearing outfits coordinated
from among the stores' fashion  offerings.  The Company's  interior graphics and
racktop  signs  are  designed  to  provide  for a more  open and  easier to shop
environment.

     All stores are  directly  managed and  operated by the  Company.  The store
manager  staffs  each store with at least one sales  associate  during  non-peak
hours, with additional sales associates added as needed at peak hours. The 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
100 District  Sales  Managers.  District  Sales  Managers  visit each store on a
regular basis 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 at each store.  The Company
utilizes  comprehensive  training programs at the store level in order to ensure
that the customer will receive  friendly and helpful  service.  They include (i)
its DVDi LMS training  system (ii)  ongoing DVD  training  and (iii)  one-on-one
training of sales associates by store managers and district sales managers.

         Almost 70% of the Company's sales in fiscal 2004 and fiscal 2003 were
paid for by credit card, with the remainder being paid by cash or check.
Consistent with the other credit cards it accepts, the Company assumes no credit
risk with respect to the Dress Barn card but pays a percentage of sales as a
service charge. As of July 31, 2004, the number of cardholders was approximately
2.7 million. The average dollar value per transaction on the Dress Barn credit
card during fiscal 2004 was approximately 50% greater than the average dollar
value of all other transactions, versus 30% in fiscal 2003 and represented
approximately 20% of the Company's sales in fiscal 2004. The increase in the
average dollar value per transaction in 2004 was due to higher units per
transaction.

         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.


<PAGE>



Advertising and Marketing

     As the lifestyles of its customers  changed,  the Company determined it was
more cost  effective to utilize  direct mail to  communicate  its promotions and
merchandise  focuses  to  its  customers,  supplemented  with  selected  "image"
advertising  in national  magazines.  The Company has increased and continues to
increase its direct mail program.  The Company utilizes a customer  relationship
management ("CRM") program to track customer transactions and use as a basis for
its direct  mail  efforts.  The Company  believes  focused,  targeted  marketing
utilizing   direct  mail  is  the  most  effective  means  to  reach  and  build
relationships with its customers as well as drive customers into its stores. The
marketing  department  sends "Fashion  Flashes" to the stores which contain full
color pictures of coordinated  merchandise  groups and facts about the products,
boosting employee product knowledge.

     The Company also utilizes  select  national  advertising,  including  major
lifestyle  magazines,  to build  its  brand  image  as a  primary  source  for a
lifestyle-oriented,  fashionable,  value-priced  assortment of career and casual
fashions  tailored to its  customers'  needs.  The  national ads are designed to
create  awareness  of the  dressbarn(R)  brand and  increase  the loyalty of our
existing  customers by making them feel better about  dressbarn(R) and its brand
philosophy.


Management Information Systems

     The Company has made a  significant  investment  in  technology  to improve
sales, 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 installed a new wide area network
in fiscal 2004. In addition,  the Company began a rollout of a new point-of-sale
("POS")  system  with many  enhanced  features  to all its  stores in the fourth
quarter of fiscal 2004, which was completed in the first quarter of fiscal 2005.
This rollout included the  installation of a wide area network.  This new system
allows the  Company to add  functionality  to its POS system with the ability to
capture  debit card  transactions,  centralize  credit  authorizations,  improve
promotion  transactions  handling,  and speed up customer  transaction  time. In
addition,  Company began to sell gift cards and use merchandise  credit cards in
the first quarter of fiscal 2005.

     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,  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.  The Company  analyzes
historical  hourly and  projected  sales trends to  efficiently  schedule  store
personnel,  minimizing labor costs while allowing for a high level of sales. The
Company believes that investments in technology  enhance operating  efficiencies
and position Dress Barn for future growth.  The Company utilizes a DVDi Learning
Management  System  (LMS),  where  sales  associates  are able to take tests for
consistency  across  all of its  stores.  The  LMS  system  was  part of the new
back-office  store system which also  included  automated  time and  attendance,
quicker  processing  of  credit  card  applications  and  integrated  email  and
messaging.


Trademark

     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  (Dress  Barn(R) and Westport  Ltd.(R)).  During  fiscal  2003,  the
Company filed  applications to register a number of additional  trademarks,  the
most  significant  being  dressbarn(R)  and its new logo.  In fiscal  2004,  the
dressbarn(R)  trademark  registration  was completed.  The Company  believes its
Dress  Barn(R) and  dressbarn(R)  trademarks  are  materially  important  to its
business.  The Company  operates a small number of outlet stores under the names
Westport Ltd.(R) and SBX.


<PAGE>


Employees


     As of July 31, 2004, the Company had approximately  8,500 employees of whom
approximately 5,000 worked part time. The decrease in employees from fiscal 2003
was the result of fewer part time employees utilized by the Company. 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 holiday  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 in the  "Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations" section below.

     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 in some cases are  expanding  into markets in
which the Company has a significant  market  presence.  The Company's  sales and
results   of    operations    may   also   be   affected   by   closeouts    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  Company's  continued  success is largely  dependent on the efforts and
abilities of its senior  management  team.  Also,  the continued  success of the
Company will depend upon a number of factors,  including the  identification  of
suitable  markets and sites for new 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.


<PAGE>



     Failure of the  Company  to  maintain  its  existing  customer  base or the
failure to attract new customers may negatively impact sales and profits.

     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.

     The  Company  imports  a  significant   portion  of  its  merchandise  from
manufacturers  in Asia,  the Middle East and  Africa,  among  others.  Importing
involves  risks  including  potential  disruptions  resulting  from economic and
political problems in countries from which merchandise is imported,  and duties,
tariffs and quotas on imported merchandise.  The Company's ability to manage the
importing of goods from overseas, their production,  timing of deliveries and US
Customs-related  compliance  is an  important  component  of  its  merchandising
strategy.  Failure of the Company to manage its import  activities would have an
adverse effect on the Company's  financial  condition and results of operations.
The effect of the  expiration of quotas in January 2005 on the Company's  result
of operations is uncertain.

     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 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 10 years with one or more 5-year  options to extend the
lease.  The table on the  following  page,  covering all stores  operated by the
Company on July 31, 2004,  indicates  the number of leases  expiring  during the
period  indicated  and the number of expiring  leases  with and without  renewal
options:
<TABLE>

<CAPTION>
                                                        Leases                    Number with                  Number Without
Fiscal Years                                           Expiring                 Renewal Options                Renewal Options

<S>                                                    <C>                          <C>                           <C>
2005                                                      143                          80                            63
2006                                                      139                         122                            17
2007-2009                                                 363                         319                            44
2010 and thereafter                                       131                         118                            13
                                                          ---                         ----                -          --

Total                                                     776                         639                            137
                                                          ---                         ---                            ---
</TABLE>



<PAGE>



     New store leases  generally  provide for a base rent of between $15 and $25
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, 2004,  and excluding  locations  acquired  after July 31, 2004,  for
fiscal 2005 are  approximately  $92 million.  In  addition,  the Company is also
responsible  under  its  store  leases  for it's pro rata  share of  maintenance
expenses and common charges in strip and outlet centers.

     Most of the store leases give the Company the right 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 510,000 square foot office and  distribution  center
in Suffern, New York from Dunnigan Realty, LLC, a wholly-owned  subsidiary which
was formed  solely to  purchase,  own and  operate the entire  Suffern  Facility
including the portion occupied by the Company.  The Suffern facility consists of
approximately  65 acres of land, with a current total of  approximately  900,000
square feet of rentable  distribution and office space, the majority of which is
occupied by the Company.  The remainder of the rentable  square  footage is 100%
leased through 2012. The Company's  lease with Dunnigan  Realty,  LLC expires in
2023,  which  coincides with the term of the  underlying  mortgage that Dunnigan
Realty,  LLC  utilized to finance the  purchase  of the  Suffern  facility.  The
Dunnigan  Realty,  LLC mortgage loan (the  "mortgage")  is  collateralized  by a
mortgage lien on the Suffern facility. Payments of principal and interest on the
mortgage, which is a 20-year fully amortizing loan with a fixed interest rate of
5.33%, net of closing costs, are due monthly through July 2023. Dunnigan Realty,
LLC  receives  rental  income  and  reimbursement  for  taxes  and  common  area
maintenance  charges from the Company and two additional tenants that occupy the
Suffern  facility that are not  affiliated  with the Company.  The rental income
from the other tenants is shown as "other income" on the Company's  Consolidated
Statements of Earnings. All intercompany transactions are eliminated.


ITEM 3.  LEGAL PROCEEDINGS

     On May 18, 2000, Alan M. Glazer,  GLZR  Acquisition  Corp. and Bedford Fair
Industries,  Ltd.  commenced an action against the Company in the Superior Court
of Connecticut,  Stamford Judicial District,  seeking  compensatory and punitive
damages in an unspecified  amount for alleged unfair trade practices and alleged
breach of  contract  arising  out of  negotiations  for the  acquisition  of the
Bedford Fair business which the Company never concluded.

     On April 10,  2003,  after a trial in the  Superior  Court of  Connecticut,
Waterbury  District,  a jury  returned a verdict of $30 million of  compensatory
damages in the lawsuit  described above.  The court, on July 7, 2003,  entered a
judgment of  approximately  $32 million in  compensatory  damages and  expenses,
which is subject to  post-judgment  interest.  The trial court ruled against the
plaintiffs'  motion for any  punitive  damages  or  pre-judgment  interest.  The
Company  continues to strongly believe there is no merit in the jury verdict and
both sides have  appealed.  The appeal is  expected  to be heard by the  Supreme
Court of the State of Connecticut towards the end of calendar 2004.

     On March 17, 2003 the Company  was served  with a class  action  lawsuit in
California. This class action lawsuit is a wage and hour case and was brought on
behalf of all Managers, Assistant Managers and Associate Managers who worked for
Dress Barn in  California.  The  complaint  alleges  that Dress Barn  improperly
classified  these  employees as "salaried  exempt." The Company is in settlement
discussions with the plaintiff.  Whether or not the settlement is effected,  the
Company does not expect the outcome to have a material adverse effect.

     Except  for  the  above  cases,   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 forth the name, age and position with the Company
of the Executive Officers of the Registrant:

Name                                Age               Positions

Elliot S. Jaffe                     78          Chairman of the Board,
                                                Co-Founder and Director
David R. Jaffe                      45          President, Chief Executive
                                                Officer and Director
Vivian Behrens                      51          Senior Vice President and Chief
                                                Marketing Officer
Armand Correia                      58          Senior Vice President and Chief
                                                Financial Officer
Keith Fulsher                       50          Senior Vice President
                                                And General Merchandise Manager
Eric Hawn                           54          Senior Vice President
                                                Store Operations
Elise Jaffe                         49          Senior Vice President
                                                Real Estate

     Mr.  Elliot S. Jaffe was Chief  Executive  Officer of the Company from 1966
until February 2002.

     Mr. David R. Jaffe became President and Chief Executive Officer in February
2002. Previously he had been Vice Chairman, Chief Operating Officer and a member
of the Board of Directors  since September 2001. He had been Vice Chairman since
February  2001.  He  joined  the  Company  in 1992  as  Vice  President-Business
Development  and  became  Senior  Vice  President  in 1995  and  Executive  Vice
President  in 1996.  Mr.  Jaffe is the son of  Elliot S. and  Roslyn  S.  Jaffe,
Secretary, Treasurer and Director of the Company.

     Ms.  Behrens  started  with the  Company in  September  2002 as Senior Vice
President,  Marketing.  Previously,  Ms.  Behrens  was  President  of  Vivian  B
Consulting,  a  marketing  consultant  to several  retail and  consumer  product
companies.  She was Chief Executive  Officer of Posh & Sticks,  Ltd., a consumer
products  multi-channel  retailer,  from 1999 to 2000. From 1998 to 1999 she was
Senior Vice  President-Marketing  of the Foot Locker  Division of Venator,  Inc.
From 1994 to 1997 she was Vice  President-Marketing  of Charming  Shoppes,  Inc.
Previously  she  held  senior  marketing  positions  at  Limited  Inc.  and Avon
Products, Inc. and was a member of the Company's Board of Directors from 2001 to
2002.

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

     Mr.  Fulsher  has been with the  Company  for over ten  years,  serving  as
Merchandise Manager, Sportswear,  before being promoted to Senior Vice President
and General  Merchandise  Manager in February 2002.  Previously he was at Macy's
for 18 years, leaving as Group Vice-President of Better Sportswear.

     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.


     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,  RELATED SECURITY HOLDER MATTERS
                   AND ISSUER PURCHASES OF EQUITY SECURITIES


Market Prices of Common Stock


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

     The Company's Board of Directors approved a 2-for-1 stock split in the form
of a 100% stock dividend on the Company's issued and outstanding common stock in
May 2002.  The stock split was  distributed on May 31, 2002 to  shareholders  of
record on May 17, 2002. All historic share and per share  information  contained
in this report have been adjusted to reflect the impact of the stock split.

     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 2004                        Fiscal 2003
                                                       Bid Prices                          Bid Prices
                                                   High           Low                  High          Low
Fiscal Period
<S>                                              <C>           <C>                   <C>          <C>
         First Quarter                              $14.53        $12.30                $15.90       $11.06
         Second Quarter                             $15.87        $13.90                $16.19       $13.09
         Third Quarter                              $18.72        $14.74                $15.00       $12.43
         Fourth Quarter                             $18.10        $15.56                $15.23       $12.20

</TABLE>

Number of Record Holders


     The number of record holders of the Company's common stock as of October 1,
2004 was approximately 2,100.


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>



Securities Authorized for Issuance Under Equity Compensation Plans


     The following table summarizes our equity compensation plans as of July 31,
2004.

<TABLE>
<CAPTION>
                                                                                                             Number of securities
                                                                                                              remaining available
                                                                                                              for future issuance
                                                                                                                 under equity
                                                                     Number of securities  Weighted average   compensation plans
                                                                       to be issued upon    exercise price        (excluding
                                                                          exercise of       of outstanding   securities reflected
                           Plan Category                              outstanding options       options         in column (a))
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                 <C>                 <C>
Equity compensation plans approved by security holders                       2,673,979           $10.46              3,530,616
Equity compensation plans not approved by security holders                         ---              ---                    ---

                                                                     ..........................................................
Total                                                                        2,673,979           $10.46              3,530,616
                                                                     ==========================================================
</TABLE>


<TABLE>
Issuer Purchases of Equity Securities(1)
Quarter Ending July 31, 2004


<CAPTION>
         Period              Total Number of       Average Price Paid       Total Number of       Maximum Number of
                                                                          Shares Purchased as    Shares that May Yet
                                                                           Part of Publicly      Be Purchased Under
                                                                          Announced Plans or        the Plans or
                            Shares Purchased           per Share               Programs             Programs (2)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>   <C>                 <C>                     <C>                    <C>                   <C>
      May 1, 2004--
      May 31, 2004               19,700                  $15.86                 19,700                2,881,725


<FN>
(1) The Company has a $75 million Stock Buyback  Program (the  "Program")  which
was originally  announced on April 5, 2001.  Under the Program,  the Company may
repurchase  its shares  from time to time,  either in the open market or through
private  transactions,  whenever it appears prudent to do so. The Program has no
expiration date.

(2) Based on the closing price of $16.75 at July 30, 2004.
</FN>
</TABLE>



<PAGE>



<TABLE>
<CAPTION>
ITEM 6.  SELECTED FINANCIAL DATA
Dollars in thousands except per share
information
                                                                                 Fiscal Year Ended
                                                ------------------------------------------------------------------------------------
                                                       July 31,         July 26,         July 27,         July 28,         July 29,
                                                           2004             2003             2002             2001             2000
                                                ------------------------------------------------------------------------------------

<S>                                              <C>              <C>               <C>              <C>              <C>
     Net sales                                        $ 754,903        $ 707,121         $717,136         $695,008         $656,174
     Cost of sales, including
       occupancy and buying costs                       476,952          453,178          453,428          443,426          419,479
                                                ------------------------------------------------------------------------------------

     Gross profit                                       277,951          253,943          263,708          251,582          236,695

     Selling, general and
       administrative expenses                          207,570          192,466          186,375          180,991          165,336
     Depreciation & amortization                         24,645           20,856           23,508           23,916           21,164
     Litigation charge                                       --           32,000               --               --               --
                                                ------------------------------------------------------------------------------------

     Operating income                                    45,736            8,621           53,825           46,675           50,195

     Interest income                                      2,204            3,332            5,458            8,949            7,667
     Interest (expense)                                  (5,289)            (164)              --               --               --
     Other income                                         1,527              779               --               --               --
                                                ------------------------------------------------------------------------------------

        Earnings before
          income taxes                                   44,178           12,568           59,283           55,624           57,862

     Income taxes                                        14,037            4,524           21,342           20,303           21,120
                                                ------------------------------------------------------------------------------------

        Net earnings                                   $ 30,141         $  8,044          $37,941          $35,321          $36,742
                                                ====================================================================================
  Earnings per share - basic (1)                        $  1.02           $  .26           $ 1.04            $ .97            $ .97
                                                ====================================================================================
  Earnings per share - diluted (1)                      $  1.00           $  .25           $ 1.01            $ .94            $ .95
                                                ====================================================================================

Balance sheet data:
     Working capital                                   $146,002         $107,859         $230,959         $197,258         $159,105
     Total assets                                      $461,835         $422,963         $462,997         $411,560         $374,236
     Long-term debt                                     $31,988          $33,021               --               --               --
     Shareholders' equity                              $261,639         $226,893         $334,253         $296,597         $259,561

Percent of net sales:
     Cost of sales, including
       occupancy and buying costs                         63.2%            64.1%            63.2%            63.8%            63.9%
     Gross profit                                         36.8%            35.9%            36.8%            36.2%            36.1%
     Selling, general and
       Administrative expenses                            27.5%            27.2%            26.0%            26.0%            25.2%
     Litigation charge                                       --             4.5%               --               --               --
     Operating income                                      6.1%             1.2%             7.5%             6.7%             7.6%
     Net earnings                                          4.0%             1.1%             5.3%             5.1%             5.6%

<FN>
(1) All earnings per share amounts reported above reflect the effect of the
2-for-1 stock split, distributed May 31, 2002.
</FN>
</TABLE>


<PAGE>


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


     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results  of  Operations  should  be  read  in  conjunction  with  the  financial
statements and accompanying notes appearing elsewhere in this report. As used in
this report,  the terms "fiscal 2004," "fiscal 2003," and "fiscal 2002" refer to
our  fiscal  years  ended  July 31,  2004,  July 26,  2003,  and July 27,  2002,
respectively.  Fiscal 2004  consisted  of 53 weeks.  Fiscal 2003 and fiscal 2002
consisted  of 52 weeks.  The term  "fiscal  2005" refers to our fiscal year that
will end on July 30, 2005. For comparison  purposes,  it is more  meaningful for
certain items to use fiscal 2004's results less the extra week, or the fifty-two
week period ended July 24, 2004 ("fifty-two week"" period or "fifty-two weeks").


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,  including  consumers'
reaction  to global  political  instability;  competitive  factors  and  pricing
pressures,  including the  promotional  activities of  department  stores,  mass
merchandisers and other specialty chains;  changes in levels of store traffic or
consumer apparel buying patterns; import risks, including potential disruptions,
an increase in the rate of import  duties or the  expiration of export quotas on
January 2005 and increased  U.S.  Customs  regulation  of importing  activities,
effectiveness of the Company's brand awareness and marketing programs,  economic
and political  problems in countries  from which  merchandise  is imported,  and
duties,  tariffs and quotas on imported  merchandise;  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.


Critical Accounting Policies and Estimates

     The Company's accounting policies are more fully described in Note 1 of the
Notes to Consolidated Financial Statements. Management's discussion and analysis
of the Company's  financial  condition and results of operations  are based upon
the Company's  consolidated  financial  statements,  which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The preparation of these financial  statements requires the Company to
make  estimates  and  judgments  that  affect  the  reported  amounts of assets,
liabilities,  revenues and  expenses,  income taxes and related  disclosures  of
contingent  assets and liabilities.  On an ongoing basis, the Company  evaluates
estimates,  including  those  related  primarily  to  inventories,  investments,
long-lived assets,  income taxes,  claims and contingencies and litigation.  The
Company  bases its  estimates  on  historical  experience  and on various  other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions. Management believes the following accounting principles are the most
critical  because they involve the most significant  judgments,  assumptions and
estimates used in preparation of the Company's financial statements.

Revenue Recognition

     While the  Company's  recognition  of revenue does not involve  significant
judgment,  revenue recognition  represents an important accounting policy of the
Company. As discussed in Note 1 to the Consolidated  Financial  Statements,  the
Company  recognizes  sales at the  point of  purchase  when the  customer  takes
possession of the merchandise and pays for the purchase,  generally with cash or
credit card. Sales from purchases made with gift  certificates and layaway sales
are also recorded when the customer takes  possession of the  merchandise.  Gift
certificates and merchandise  credits are recorded as a liability until they are
redeemed. The Company has a reserve for estimated sales returns.


<PAGE>



Merchandise Inventories

     The Company's inventory is valued using the retail method of accounting and
is stated at the lower of cost or market. Under the retail inventory method, the
valuation of  inventory at cost and  resulting  gross margin are  calculated  by
applying a calculated cost to retail ratio to the retail value of inventory. The
retail  inventory method is an averaging method that has been widely used in the
retail  industry  due to its  practicality.  Inherent  in the retail  method are
certain significant management judgments and estimates including,  among others,
initial merchandise markup, markdowns and shrinkage,  which significantly impact
the ending  inventory  valuation at cost as well as the resulting gross margins.
Physical  inventories  are  conducted  in January and July to  calculate  actual
shrinkage  and  inventory  on  hand.  Estimates  are  used to  charge  inventory
shrinkage  for the first and third  fiscal  quarters  of the  fiscal  year.  The
Company  continuously  reviews  its  inventory  levels to  identify  slow-moving
merchandise  and broken  assortments,  using markdowns to clear  merchandise.  A
provision is recorded to reduce the cost of  inventories  to its  estimated  net
realizable  value.  Consideration is given to a number of quantitative  factors,
including  anticipated  subsequent  markdowns and aging of  inventories.  To the
extent that actual  markdowns are higher or lower than estimated,  the Company's
gross margins could increase or decrease and, accordingly,  affect its financial
position  and  results  of  operations.  A  significant  variation  between  the
estimated  provision and actual  results could have a substantial  impact on the
Company's results of operations.

Long-lived assets

     The Company  primarily invests in property and equipment in connection with
the opening and remodeling of stores and in computer software and hardware. Most
of the Company's store leases give the Company the option to terminate the lease
if certain  specified  sales volumes are not achieved during the first few years
of the lease. The Company periodically reviews its store locations and estimates
the  recoverability  of its  assets,  recording  an  impairment  charge when the
Company expects to exercise its right to terminate the store's lease early using
this option.  This determination is based on a number of factors,  including the
store's  historical  operating  results and cash flows,  estimated  future sales
growth,  real  estate  development  in  the  area  and  perceived  local  market
conditions  that can be  difficult  to predict and may be subject to change.  In
addition,  the Company regularly evaluates its computer-related and other assets
and may accelerate  depreciation over the revised useful life if the asset is no
longer in use or has limited future value.  When assets are retired or otherwise
disposed of, the cost and related  accumulated  depreciation or amortization are
removed from the accounts, and any resulting gain or loss is reflected in income
for that period.

Claims and Contingencies

     The  Company  is subject to  various  claims and  contingencies  related to
insurance, taxes and other matters arising out of the normal course of business.
The Company is  self-insured  for expenses  related to its employee  medical and
dental plans,  and its worker's  compensation  plan,  up to certain  thresholds.
Claims filed, as well as claims incurred but not reported,  are accrued based on
management's  estimates,  using information  received from plan  administrators,
historical  analysis,  and  other  relevant  data.  The  Company  has  stop-loss
insurance  coverage for  individual  claims in excess of  $250,000.  The Company
accrues its estimate of probable settlements of Federal and state tax audits. At
any  one  time,   many  tax  years  are  subject  to  audit  by  various  taxing
jurisdictions.  The  results  of  these  audits  and  negotiations  with  taxing
authorities  may affect the ultimate  settlement of these  issues.  Although the
Company  is  generally   conservative  in  the  estimation  of  its  claims  and
contingencies  and  believes  its  accruals  for  claims and  contingencies  are
adequate, it is possible that actual results could significantly differ from the
recorded accruals for claims and contingencies.


<PAGE>



Litigation

     The  Company is subject to various  claims and  contingencies  relating  to
litigation arising out of the normal course of business. If the Company believes
the  likelihood  of an  adverse  legal  outcome  is  probable  and the amount is
estimable it accrues a liability.  The Company  consults  with legal  counsel on
matters related to litigation and seeks input from other experts both within and
outside the Company with respect to matters in the ordinary  course of business.
On July 7, 2003, after an unforeseen jury verdict, a trial court entered a final
judgment of  approximately  $32  million in  compensatory  damages and  expenses
against the Company in a previously  disclosed lawsuit. As a result, the Company
recorded a litigation  charge of $32 million for the  judgment,  even though the
Company  continues to strongly believe there is no merit in the jury verdict and
is  vigorously  pursuing  an appeal.  If upon  appeal the entire  judgment  or a
portion  thereof is  modified,  the Company will adjust its  litigation  accrual
accordingly  (see note 5 of the Notes to the Consolidated  Financial  Statements
for additional  information).  In the fourth quarter of fiscal 2004, as required
as part of the above legal  judgment the Company  deposited  $38.6 million in an
escrow account, utilizing its operating funds. The escrow account is an interest
bearing  account and is included in  restricted  cash on the  Company's  balance
sheet.  The amount  deposited  includes  interest on the unpaid judgment through
December  31,  2004.  This escrow  will  terminate  when a final  non-appealable
judgment is entered.  At that time, the amount of the judgment,  if any, will be
paid to the  plaintiff  with any balance  returned to the Company.  On March 17,
2003 the Company  was served with a class  action  lawsuit in  California.  This
class  action  lawsuit is a wage and hour case and was  brought on behalf of all
Managers, Assistant Managers and Associate Managers who worked for Dress Barn in
California. The Company is in settlement discussions with the plaintiff. Whether
or not the  settlement  is effected,  the Company does not expect the outcome to
have a material adverse effect.

Inflation

     The Company does not believe that  inflation  has had a material  effect on
the results of operations during the periods presented. However, there can be no
assurance  that the Company's  business will not be affected by inflation in the
future.

Income Taxes

     The Company  does  business  in various  jurisdictions  that impose  income
taxes.  Management  determines  the  aggregate  amount of income tax  expense to
accrue and the amount  currently  payable  based upon the tax  statutes  of each
jurisdiction.  This process involves adjusting income determined using generally
accepted  accounting  principles  for items that are treated  differently by the
applicable taxing authorities. Deferred tax assets and liabilities are reflected
on the Company's  balance sheet for temporary  differences  that will reverse in
subsequent  years.  If different  judgments  had been made,  the  Company's  tax
expense, assets and liabilities could be different.


Stock Split


     The Company's Board of Directors approved a 2-for-1 stock split in the form
of a 100% stock dividend on the Company's  issued and outstanding  common shares
in May 2002 (the "stock  split").  The stock dividend was distributed on May 31,
2002 to shareholders of record on May 17, 2002. All historic share and per share
information contained in this report have been adjusted to reflect the impact of
the stock split.



<PAGE>




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:

<TABLE>
<CAPTION>
                                                                                                Fiscal Year  Ended
                                                                                  July 31,          July 26,           July 27,
                                                                                     2004              2003               2002
                                                                                    -----              ----               ----
<S>                                                                              <C>               <C>                <C>
Net sales                                                                           100.0%            100.0%             100.0%
Cost of sales, including
  occupancy and buying costs                                                         63.2%             64.1%              63.2%
Selling, general and
  administrative expenses                                                            27.5%             27.2%              26.0%
Depreciation and amortization                                                         3.3%              2.9%               3.3%
Litigation charge                                                                       --              4.5%                 --
Interest income                                                                       0.3%              0.4%               0.8%
Interest (expense)                                                                   (0.7%)                -                  -
Earnings before income taxes                                                          5.9%              1.8%               8.3%
Net earnings                                                                          4.0%              1.1%               5.3%

</TABLE>


Fiscal 2004 Compared to Fiscal 2003


     The results of the Company for fiscal 2004 were  favorably  impacted by the
extra  reporting  week. Net sales increased by 6.8% to $754.9 million for fiscal
2004,  from $707.1  million in fiscal  2003.  Net sales for the  fifty-two  week
period ended July 24 2004, were $743.2 million,  an increase of $36.1 million or
5.1%  from the prior  year.  The  increase  from  fiscal  2003 was due to a 1.9%
increase in same store sales, as well as a 2.9% increase in average store square
footage.  Same store sales are the primary means most  retailers use to evaluate
their sales performance. Same store sales represented approximately 86% of total
sales for fiscal  2004.  The  increase  in store  square  footage was due to the
opening of 53 new stores,  primarily  combination  Dress  Barn/Dress  Barn Woman
stores  ("Combo  Stores"),  which  carry  both  Dress  Barn and Dress Barn Woman
merchandise, offset in part by the square footage reduction from the closings of
47  underperforming  stores. The Company had 776 stores in operation at July 31,
2004 compared to 772 stores in operation as of July 25, 2003.

     The sales increase was the result of several factors. More customer traffic
to its stores resulted in more customer  transactions and higher sales associate
productivity  and increased  jewelry sales resulted in increased  units sold per
transaction.  These factors were  partially  offset by a slight  decrease in the
average price per transaction due primarily to an increase in jewelry sales. The
Company  believes  the increase in the number of customer  transactions  was the
result  of  greater  customer  acceptance  of the  Company's  more  updated  and
fashionable   merchandise   assortment  and  intensified   marketing  and  store
presentation efforts.

     The Company's real estate  strategy for fiscal 2005 is to continue  opening
primarily  Combo Stores and  converting its existing  single-format  stores into
Combo Stores,  while closing its  underperforming  locations.  In addition,  the
Company will target  certain  Combo  stores to increase  sales  productivity  by
enhancing  the  merchandise  selection  with an  expanded  "missy"  presentation
through the layering on of new and  expanded  classifications.  Store  expansion
will focus on both  expanding in the Company's  existing major trading areas and
developing  and  expanding  into new  markets.  For fiscal  2005 the  Company is
currently   projecting  net  square  footage  growth  in  the  low  single-digit
percentage range.


<PAGE>



     Gross profit (net sales less cost of goods sold,  including  occupancy  and
buying  costs),  increased  9.5% to $277.9  million,  or 36.8% of net sales,  in
fiscal  2004 from  $253.9  million,  or 35.9% of net sales in fiscal  2003.  The
increase  in  gross  profit  as a  percentage  of net  sales,  is due to  higher
maintained  margins,  the leverage on buying costs  gained from  increased  same
store sales,  and the leverage from the extra  fifty-third  week of net sales on
fixed occupancy costs.  For the fifty-two  weeks,  gross profit was 36.6% of net
sales.

     Selling,  general and  administrative  (SG&A)  expenses  increased by 8% to
$207.6  million,  or 27.5% of net sales,  in fiscal 2004 from $192.5  million or
27.2% of net sales, in fiscal 2003. For the fifty-two  weeks,  SG&A increased by
6% to $204.7 million, or 27.5% of net sales from $192.5 million, or 27.2% of net
sales last fiscal year.  The increase of 30 basis points  reflects lack of sales
leverage,  increased  marketing  expense,  as well as increased costs associated
with  impending  Sarbanes-Oxley  compliance and training costs for the Company's
new POS system.  The Company  continues  to focus on  controlling  its costs and
enhancing productivity.

     Other  income for  fiscal  2004  increased  96% to $1.5  million  from $0.8
million in fiscal 2003. The Company received a full year's rent versus a partial
year in fiscal 2003 by Dunnigan Realty, LLC from the unaffiliated tenants of the
Suffern  facility.   In  January  2003  Dunnigan  Realty,  LLC,  a  wholly-owned
subsidiary of the Company,  acquired a distribution/office  facility in Suffern,
New York (the "Suffern  facility"),  of which the major portion is the Company's
corporate offices and distribution center.

     Depreciation  expense  increased  by 18% to $24.6  million in fiscal  2004,
versus $20.9 million in fiscal 2003. The increase  resulted from a higher number
of closed  stores (47 stores  closed in fiscal 2004  versus 28 stores  closed in
fiscal  2003) and related  write-offs  ($4.9  million in fiscal 2004 versus $1.5
million in fiscal 2003),  the first year  depreciation  of the new Point of Sale
(POS)  system,   and  the  first  full  year  of  depreciation  of  the  Company
headquarters.

     Interest income  decreased by 33% to $2.2 million for fiscal 2004 from $3.3
million for fiscal 2003.  The decrease was due primarily to a reduction in funds
available for  investment  for most of the fiscal year after the purchase of the
Company  headquarters for $45.4 million in the fourth quarter of 2003, partially
offset by an increase in interest rates.

     Interest  expense for the fiscal year was $5.3  million.  Interest  expense
includes a $3.3 million charge related to the $32 million legal accrual recorded
in fiscal 2003. This legal accrual was necessary as the result of court judgment
against the Company relating to a previously  disclosed  lawsuit arising from an
unsuccessful  acquisition.  On July 7, 2003,  after a jury trial the trial court
entered a final judgment of  approximately  $32 million in compensatory  damages
and expenses,  which is subject to post-judgment interest. The trial court ruled
against  the  plaintiffs'  motion  for  any  punitive  damages  or  pre-judgment
interest.  The  Company  believes  there is no merit in the jury  verdict.  Both
parties have  appealed,  with the plaintiff  seeking  prejudgment  interest from
1997.  If upon appeal the judgment is  subsequently  modified,  the Company will
adjust  its  litigation  accrual  accordingly  (see  note 5 of the  Notes to the
Consolidated Financial  Statements).  Interest accrues on the unpaid judgment at
the  statutory  rate of 10%  annually  which the Company has provided for at the
rate of  approximately  $800,000  each quarter in its  litigation  accrual.  The
remaining  interest expense  represents the mortgage interest from the financing
of the Suffern facility in July 2003 (a 5.3% fixed rate over a 20 year term).

     The  effective  tax rate for fiscal 2004 was 31.8%  versus  36.0% in fiscal
2003. The decrease  resulted from the reversal of certain income tax reserves of
approximately  $2.0 million.  Such reversal resulted from the Company finalizing
certain pending tax audits. Going forward, the Company expects the effective tax
rate to remain in the 36% range.

     Net earnings for fiscal 2004  increased to $30.1  million from $8.0 million
in fiscal  2003.  Net earning  were  favorably  impacted by  approximately  $1.6
million or $0.05 per share by the extra  reporting week in fiscal 2004.  Diluted
earnings  per share also  increased to $1.00 per share versus $0.25 per share in
fiscal 2003.  Operating  income for fiscal 2004  increased to $45.7 million from
$8.6 million in fiscal 2003.  Excluding the litigation  charge of $32 million in
fiscal 2003, net earnings and operating income would have been $28.5 million and
$40.6 million,  respectively.  Diluted  earnings per share would have been $0.89
per share in fiscal 2003.



<PAGE>



Fiscal 2003 Compared to Fiscal 2002


     Net sales  decreased by 1.4% to $707.1 million for fiscal 2003, from $717.1
million for fiscal 2002.  The sales  decrease from fiscal 2003 was due to a 4.6%
decrease  in same store  sales,  offset by  approximately  4%  increase in total
selling  square  footage.  The increase in store  square  footage was due to the
opening of 46 new stores,  primarily  combination  Dress  Barn/Dress  Barn Woman
stores  ("Combo  Stores"),  which  carry  both  Dress  Barn and Dress Barn Woman
merchandise,  offset in part by the square footage reduction from the closing of
28 underperforming  stores.  The number of stores in operation  increased to 772
stores as of July 26,  2003,  from 754 stores in  operation as of July 27, 2002.
The Company  believes the sales decrease was the result of less customer traffic
to its stores resulting in fewer customer transactions. The Company believes the
war, the economy, unemployment, as well as unseasonable weather all affected its
customer traffic.

     The  Company  suspended  all mailing of catalogs  and  e-commerce  sales in
November 2001. The Company discontinued all e-commerce  operations,  choosing to
utilize its internet site to reinforce  store  promotions  and provide store and
product  information,  helping to drive store traffic and  communicate  with its
retail  customers.  Fiscal  2002  earnings  per  diluted  share were  reduced by
approximately  $0.11 due to the  operating  costs of the catalog and  e-commerce
operations.

     Gross profit (net sales less cost of goods sold,  including  occupancy  and
buying costs)  decreased by 3.7% to $253.9  million,  or 35.9% of net sales,  in
fiscal 2003 from $263.7  million,  or 36.8% of net sales,  in fiscal  2002.  The
decrease in gross profit as a percentage  of sales was primarily due to negative
leverage on buying and  occupancy  costs from  decreased  same store  sales.  In
addition,  fiscal 2003  markdowns  were higher as a  percentage  of sales due to
lower than expected sales volumes requiring increased promotional  activities to
maintain inventory levels in line with sales trends.  These additional markdowns
were  slightly  offset by  higher  initial  margins  due to  continued  sourcing
improvements  and  efficiencies.  Inventory  levels as of the end of fiscal 2003
were more current and lower per store than the prior year.

     Selling,  general and administrative ("SG&A") expenses increased by 3.3% to
$192.5 million,  or 27.2% of net sales,  in fiscal 2003 from $186.4 million,  or
26.0% of net sales,  in fiscal 2002. The increase in SG&A as a percentage of net
sales for fiscal 2003 was primarily due to negative same store sales leverage on
SG&A  expenses.  SG&A  expenses  increased  primarily  due  to  increased  store
operating  costs,  primarily  selling,  benefits,  maintenance  and  repair  and
insurance  costs  resulting  from the increase in the  Company's  store base. In
addition,  the colder than normal  winter in most parts of the country put added
pressure  on  utility  costs in the  second  and  third  quarters.  The  Company
continues to focus on controlling its costs and enhancing productivity.

     Depreciation  expense  decreased by 11.1% to $20.9  million in fiscal 2003,
versus $23.5 million in fiscal 2002.  Fiscal 2003 was favorably  impacted by the
fiscal 2002 fourth quarter  writedown of obsolete  software and equipment.  This
offset the increase in  depreciation  from the  acquisition by Dunnigan  Realty,
LLC, a wholly-owned subsidiary of the Company, of a distribution/office facility
in Suffern, New York (the "Suffern facility"), of which the major portion is the
Company's corporate offices and distribution center.  Fiscal 2003 also benefited
from lower store construction costs than the prior year as the Company opened 50
stores in fiscal 2003 versus 74 stores opened during the prior year.

     The  litigation  charge of $32  million  is the  result  of court  judgment
against the Company relating to a previously  disclosed  lawsuit arising from an
unsuccessful acquisition.

     Interest  income - net  decreased  by 42.0% to $3.2 million for fiscal 2003
from $5.5 million for fiscal  2002.  This  decrease was due to lower  investment
rates versus last year coupled with less cash available for investments.  During
fiscal 2003, the Company used approximately $120.8 million for the Dutch Auction
Tender Offer completed at the end of October 2002 (the "Tender Offer"), in which
the  Company  repurchased  8 million  of its common  shares.  The  Company  used
approximately $45 million to acquire the Suffern facility in January 2003.

     Other income for fiscal 2003 was approximately  $0.8 million.  Other income
represents rental income by Dunnigan Realty,  LLC from the unaffiliated  tenants
of the Suffern facility.


<PAGE>



     Net earnings for fiscal 2003  decreased  78.8% to $8.0 million versus $37.9
million in fiscal 2002. Diluted earnings per share also decreased 75.1% to $0.25
per share versus $1.01 in fiscal 2002.  Excluding the  litigation  charge of $32
million,  net earnings would have been $28.5  million,  a decrease of 24.8% from
$37.9 million. Operating income would have been $40.6 million, compared to $53.8
million last year.  Diluted earnings per share would have been $0.89, a decrease
of 11.9% from earnings of $1.01 last year.


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 Combo Stores. In fiscal 2004, total capital expenditures were $29.8 million,
net of landlord  construction  allowances.  Excluding  the $45.3 million for the
acquisition of the Suffern facility in fiscal 2003,  capital  expenditures  were
$18.0  million and $28.3  million in fiscal 2003 and fiscal 2002,  respectively,
net of landlord  construction  allowances.  The  increase in fiscal 2004 capital
expenditures  was due to the investment in new store point of sale equipment and
more total store remodelings.  The Company repurchased 19,700 outstanding shares
of its  stock for a total  cost of $ 0.3  million  on the open  market in fiscal
2004. In fiscal 2003, the Company  repurchased  8,000,000  outstanding shares of
its stock in the Tender  Offer for a total cost of $120.8  million.  The Company
repurchased  in the open market  757,600  outstanding  shares of its stock for a
total cost of $9.0 million  during fiscal 2002. In fiscal 2003 and 2002,  shares
repurchased were retired and treated as authorized but unissued shares, with the
cost of the  reacquired  shares  debited to retained  earnings and the par value
debited to common stock.

     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 2004  decreased to $14.7
million as compared to $56.8  million in fiscal 2003 and $72.3 million in fiscal
2002.  The decrease in fiscal 2004 was primarily due to the required  funding of
the escrow account of $38.6 million,(see following paragraph) while the decrease
in fiscal  2003  versus  fiscal 2002 was  primarily  due to the  decrease in net
earnings.

     In the fourth quarter of fiscal 2004, as required as part of an outstanding
legal  judgment  (see  note  5  of  the  Notes  to  the  Consolidated  Financial
Statements) the Company deposited  $38.6million in an escrow account,  utilizing
its operating  funds.  The escrow account is an interest  bearing account and is
included in restricted cash on the Company's balance sheet. The amount deposited
includes  interest on the unpaid judgment through December 31, 2004. This escrow
will terminate when a final  non-appealable  judgment is entered.  At that time,
the  amount of the  judgment,  if any,  will be paid to the  plaintiff  with any
balance returned to the Company.

     In  January  2003,  Dunnigan  Realty,  LLC,  a  wholly-owned   consolidated
subsidiary of the Company,  purchased the Suffern  facility,  of which the major
portion  is  the  Company's   corporate  offices  and  distribution  center  for
approximately $45.3 million utilizing the Company's  internally generated funds.
In July 2003,  Dunnigan  Realty,  LLC borrowed  $34.0  million under a favorable
fixed rate  mortgage  loan.  The  mortgage  has a  twenty-year  term with annual
payments of $2.8 million  including  principal  and interest and is secured by a
first  mortgage  lien on the Suffern  facility.  Dunnigan  Realty,  LLC receives
rental income and  reimbursement  for taxes and common area maintenance  charges
from the Company and two  additional  tenants  that occupy the Suffern  facility
that are not affiliated  with the Company.  These rental  payments are more than
sufficient to cover the mortgage  payments and planned  capital and  maintenance
expenditures.

     At July 31, 2004, the Company had $122.7  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 approximately $146.0 million at July
31, 2004. In addition,  the Company had available $70 million in unsecured lines
of credit  bearing  interest  below  the prime  rate.  The  Company  had no debt
outstanding  under  any of the  lines  at  July  31,  2004.  However,  potential
borrowings were limited by approximately $ 43 million of outstanding  letters of
credit primarily to vendors for import merchandise  purchases.  The Company does
not have any off-balance sheet arrangements or transactions with unconsolidated,
limited purpose entities, other than operating leases entered into in the normal
course  of  business  and  letters  of  credit.  The  Company  does not have any
undisclosed  material  transactions or commitments  involving related persons or
entities.


<PAGE>



     In fiscal  2005,  the Company  plans to open  approximately  50  additional
stores and  continue  its store  remodeling  program.  Total fiscal 2005 capital
expenditures,  which are primarily  attributable to the Company's store opening,
renovation and  refurbishment  programs,  are expected to be  approximately  $20
million net of landlord construction allowances. The Company intends to focus on
both expanding in the Company's  existing  major trading  markets and developing
and  expanding  into new  markets.  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 other anticipated obligations.


Contractual obligations and commercial commitments

     The estimated significant contractual cash obligations and other commercial
commitments at July 31, 2004 are summarized in the following table:


<TABLE>
<CAPTION>
                                                                     Payments Due by Period (000's)
                                         -----------------------------------------------------------------------------

Contractual                                                  Fiscal          Fiscal       Fiscal 2008-    Fiscal 2010
                                                                            2006-
Obligations                                       Totals      2005           2007           2009         And Beyond
----------------------------------------------------------------------------------------------------------------------

<S>                                          <C>             <C>           <C>              <C>            <C>
Operating lease obligations                     $388,269        $92,026       $139,267         $77,485        $79,491
Mortgage principal and interest                   52,583          2,768          5,535           5,535         38,745

                                         -----------------------------------------------------------------------------
                                                $440,852        $94,794       $144,802         $83,020       $118,236
                                         =============================================================================

</TABLE>

<TABLE>
<CAPTION>
                                                        Amount of Commitment Expiration Period (000's)
                                         -----------------------------------------------------------------------------

Other Commercial                                             Fiscal          Fiscal       Fiscal 2008-    Fiscal 2010
                                                                            2006-
Commitments                                       Totals      2005           2007           2009         And Beyond
----------------------------------------------------------------------------------------------------------------------
<S>                                              <C>            <C>               <C>             <C>            <C>
Trade letters of credit                          $38,048        $38,048           $---            $---           $---
Standby letters of credit                          4,575          4,575            ---             ---            ---
Firm purchase orders                                 130            130
                                         -----------------------------------------------------------------------------
                                                 $42,753        $42,753           $---            $---           $---
                                         =============================================================================
</TABLE>


     In addition to the commitments  represented in the above table, the Company
enters into a number of cancelable  and  non-cancelable  commitments  during the
year. Typically,  these commitments are for less than a year in duration and are
principally focused on the construction of new retail stores and the procurement
of  inventory.  The  Company  does  not  maintain  any  long-term  or  exclusive
commitments or arrangements to purchase  merchandise  from any single  supplier.
Preliminary  commitments with the Company's  private label  merchandise  vendors
typically  are made five to seven  months in advance of  planned  receipt  date.
Substantially  all  of  the  Company's   merchandise  purchase  commitments  are
cancelable up to 30 days prior to the vendor's scheduled shipment date.



<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 2005.  In  addition,  the  Company's  quarterly  results of
operations may fluctuate materially depending on, among other things,  increases
or decreases in same 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.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Financial   instruments,   which   potentially   subject   the  Company  to
concentrations  of credit risk,  are  principally  bank deposits and  short-term
investments.  Cash and cash  equivalents  are deposited with high credit quality
financial  institutions.  Short-term investments principally consist of triple A
or double A rated  instruments.  The carrying amounts of cash, cash equivalents,
short-term  investments and accounts  payable  approximate fair value because of
the short-term  nature,  and maturity of such  instruments.  The majority of the
Company's money market funds at July 31, 2004 were maintained with one financial
institution.


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 16.


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

         None.


ITEM 9A.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

     Under the supervision and with the  participation of management,  including
the Company's principal  executive officer and principal financial officer,  the
Company  evaluated  the  effectiveness  of  the  design  and  operation  of  its
disclosure  controls and  procedures as of the end of the period covered by this
annual report,  as such term is defined in Rule 13a-15(e)  promulgated under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"). Based on this
evaluation,  such officers have concluded that the Company's disclosure controls
and procedures were effective in ensuring that all material information required
to be filed in this report has been made known to them in a timely manner.

Changes in Internal Control over Financial Reporting

     There have been no significant  changes in the Company's  internal  control
over  financial  reporting  (as such  term is  defined  in Rules  13a-15(f)  and
15d-15(f) of the Exchange Act) that occurred  during the Company's most recently
completed fiscal quarter that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.

Limitations of the Effectiveness of Internal Control

     A control  system,  no matter how well conceived and operated,  can provide
only  reasonable,  not absolute,  assurance  that the objectives of the internal
control  system are met.  Because of the  inherent  limitations  of any internal
control system,  no evaluation of controls can provide  absolute  assurance that
all control issues, if any, within a company have been detected.

ITEM 9B.   OTHER INFORMATION

None.


                                    PART III


ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information with respect to this item is incorporated by reference from the
Registrant's  definitive  Proxy  Statement to be filed with the  Commission  not
later than 120 days after the end of the registrant's fiscal year.



ITEM 10A.   CODE OF BUSINESS CONDUCT AND ETHICS

     The Company has  adopted a Code of Ethics for the Chief  Executive  Officer
and  Senior  Financial  Officers.  The Code of Ethics  for the  Chief  Executive
Officer  and  Senior  Financial  Officers  is posted on the  company's  website,
www.dressbarn.com  (under the  "Governance"  caption).  The  company  intends to
satisfy the disclosure requirement regarding any amendment to, or a waiver of, a
provision of the Code of Ethics by posting such information on its website.  The
Company  undertakes  to provide to any person a copy of this Code of Ethics upon
request to the  Secretary of the Company at the Company's  principal  executives
offices.


ITEM 11.   EXECUTIVE COMPENSATION

     Information with respect to this item is incorporated by reference from the
Registrant's  definitive  Proxy  Statement to be filed with the  Commission  not
later than 120 days after the end of the registrant's fiscal year.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information with respect to this item is incorporated by reference from the
Registrant's  definitive  Proxy  Statement to be filed with the  Commission  not
later than 120 days after the end of the Registrant's fiscal year.


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Information with respect to this item is incorporated by reference from
the Registrant's definitive Proxy Statement to be filed with the Commission not
later than 120 days after the end of the Registrant's fiscal year.



ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES


     The information with respect to this item is incorporated by reference from
the Registrant's  definitive Proxy Statement to be filed with the Commission not
later than 120 days after the end of the Registrant's fiscal year.




<PAGE>
                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES


<TABLE>
<CAPTION>
ITEM 15.  (a) (1)  FINANCIAL STATEMENTS                                                        PAGE NUMBER
---------------------------------------                                                        -----------

<S>                                                                                            <C>
    Report of Independent Registered Public Accounting Firm                                            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-17
</TABLE>

     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 15.  (a) (3) LIST OF EXHIBITS

     The following exhibits are filed as part of this Report and except Exhibits
21, 23, 31.1, 31.2, 32.1 and 32.2 are all  incorporated by reference  (utilizing
the same exhibit numbers) from the sources shown.

<TABLE>
<CAPTION>
                                                                                                            Incorporated By
Exhibit
Number                     Description                                                                      Reference From
-----                      -----------                                                                     ---------------

<S>              <C>                                                                                        <C>
3(c)              Amended and Restated Certificate of Incorporation                                                   (1)

3(e)              Amended and Restated By-Laws (13)

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

4.                Specimen Common Stock Certificate (1)

10                Purchase and Sale Agreement- 30 Dunnigan Drive, Suffern NY                                         (17)

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

10(b)             Employment Agreement With Burt Steinberg                                                           (14)

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

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

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                                                                           Incorporated By
                                                                                                            Reference From

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

10(l)             Danbury, CT store                                                                                   (1)

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

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

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(mm)            Lease between Dress Barn and Dunnigan Realty, LLC for 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

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

10(ss)            The Dress Barn, Inc. 2001 Stock Option Plan                                                        (14)

10(tt)            Employment Agreement with Elliot S. Jaffe                                                          (15)

10(uu)            Employment Agreement with David R. Jaffe                                                           (15)

10(ww)            Employment Agreement with Vivian Behrens                                                           (16)

10(xx)            Mortgage Agreement- Dunnigan Realty, LLC                                                           (18)

14.               Code of Ethics for the Chief Executive Officer and Senior
                  Financial Officers                                                                                 (18)

21.               Subsidiaries of the Registrant

23.               Independent Auditors' Consent

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

<PAGE>
</TABLE>


<TABLE>
<CAPTION>
References on following page:
-------------------------------------------------------------------------------------------
<C>             <C>
(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.
(13)              The Company's Annual Report on Form 10-K for the fiscal year ended July 29, 2000.
(14)              The Company's Annual Report on Form 10-K for the fiscal year ended July 28, 2001.
(15)              The Company's Annual Report on Form 10-K for the fiscal year ended July 27, 2002.
(16)              The Company's Quarterly Report on Form 10-Q for the quarter ended October 26, 2002.
(17)              The Company's Quarterly Report on Form 10-Q for the quarter ended January 26, 2003.
(18)              The Company's Annual Report on Form 10-K for the fiscal year ended July 26, 2003.
</TABLE>


ITEM 15.  (c)  EXHIBITS


         All exhibits are incorporated by reference as shown in Item 14(a)3,
except Exhibits 21, 23, 31.1, 31.2, 32.1 and 32.2 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                                                                                       10/13/04
--------------------
Elliot S. Jaffe                                      Chairman of the Board

/s/ ROSLYN S. JAFFE                                                                                       10/13/04
---------------------
Roslyn S. Jaffe                                      Director and Secretary and Treasurer

/s/ DAVID R. JAFFE                                                                                        10/13/04
---------------------
David R. Jaffe                                       Director, President
                                                     and Chief Executive Officer
                                                    (Principal Executive Officer)

/s/ BURT STEINBERG                                                                                        10/13/04
---------------------
Burt Steinberg                                       Director and Executive Director

/s/ KLAUS EPPLER                                                                                          10/13/04
-----------------------
Klaus Eppler                                         Director


/s/ EDWARD D. SOLOMON                                                                                     10/13/04
---------------------
Edward D. Solomon                                    Director

/s/JOHN USDAN                                                                                             10/13/04
--------------
John Usdan                                           Director


/s/ KATE BUGGELN                                                                                          10/13/04
----------------
Kate Buggeln                                         Director

/s/ MARC LASRY                                                                                            10/13/04
--------------
Marc Lasry                                           Director

/s/ ARMAND CORREIA                                                                                        10/13/04
---------------------
Armand Correia                                       Chief Financial Officer (Principal
                                                     Financial and Accounting Officer)

</TABLE>

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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  (the  "Company") as of July 31, 2004 and July 26,
2003,  and  the  related  statements  of  earnings,   shareholders'  equity  and
comprehensive  income,  and cash flows for each of the three years in the period
ended July 31, 2004. 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 the  standards of the Public
Company Accounting Oversight Board (United States). 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,  such consolidated  financial statements present fairly, in
all  material  respects,  the  financial  position of The Dress Barn,  Inc.  and
Subsidiaries  as of July 31,  2004  and July 26,  2003,  and  their  results  of
operations  and their cash flows for each of the three years in the period ended
July 31, 2004 in conformity with accounting principles generally accepted in the
United States of America.


DELOITTE & TOUCHE LLP
Stamford, Connecticut
October 13, 2004




<PAGE>

<TABLE>
<CAPTION>
The Dress Barn, Inc. and Subsidiaries
Consolidated Balance Sheets
Amounts in thousands, except share data                                               July 31,                 July 26,
                                                                                          2004                     2003
                                                                         ----------------------        -----------------
<S>                                                                             <C>                      <C>
ASSETS:

Current Assets:
     Cash and cash equivalents                                                         $15,141                  $37,551
     Restricted cash and cash equivalents (see note 1)                                  38,661                       --
     Marketable securities and investments (see note 2)                                122,700                  113,897
     Merchandise inventories                                                           116,912                  110,348
     Deferred income tax asset (see note 7)                                             10,583                   11,437
     Prepaid expenses and other                                                          8,898                    7,383
                                                                         ----------------------        -----------------
        Total Current Assets
                                                                                       312,895                  280,616
                                                                         ----------------------        -----------------
Property and Equipment:
     Land and buildings                                                                 45,391                   45,391
     Leasehold improvements                                                             60,978                   61,014
     Fixtures and equipment                                                            173,466                  164,163
     Computer software                                                                  23,302                   19,369
                                                                         ----------------------        -----------------
                                                                                       303,137                  289,937
     Less accumulated depreciation
       and amortization                                                                162,346                  154,033
                                                                         ----------------------        -----------------
                                                                                       140,791                  135,904
                                                                         ----------------------        -----------------
Other Assets                                                                             8,149                    6,625
                                                                         ----------------------        -----------------
     TOTAL ASSETS                                                                     $461,835                 $423,145
                                                                         ======================        =================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable- trade                                                          $ 66,776                 $ 65,090
     Accrued salaries, wages and related expenses                                       21,349                   18,882
     Litigation accrual (see note 5)                                                    36,128                   35,592
     Other accrued expenses                                                             27,089                   28,134
     Customer credits                                                                    8,970                    7,284
     Income taxes payable                                                                5,548                    7,088
     Current portion of long-term debt                                                   1,033                      979
                                                                         ----------------------        -----------------
        Total Current Liabilities                                                      166,893                  163,049
                                                                         ----------------------        -----------------
Long-Term Debt (See note 3)                                                             31,988                   33,021
                                                                         ----------------------        -----------------
Long-Term Deferred Tax Liability (See note 7)                                            1,315                      182
                                                                         ----------------------        -----------------
Commitments and Contingencies (See note 8)
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- 50,000,000 shares
      Issued and outstanding- 29,618,660 and
             29,169,559 shares, respectively                                             1,482                    1,458
     Additional paid-in capital                                                         63,554                   58,200
     Retained earnings                                                                 197,438                  167,297
     Treasury stock, to be retired                                                       (313)                       --
     Accumulated other comprehensive loss                                                (522)                     (62)
                                                                         ----------------------        -----------------
                                                                                       261,639                  226,893
                                                                         ----------------------        -----------------
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                       $461,835                 $423,145
                                                                         ======================        =================

<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 26,            July 27,
                                                                              2004                2003                2002
                                                               ------------------------------------------------------------
<S>                                                                  <C>                 <C>                 <C>
     Net sales                                                            $754,903            $707,121            $717,136
     Cost of sales, including
       occupancy and buying costs                                          476,952             453,178             453,428
                                                               ------------------------------------------------------------

     Gross profit                                                          277,951             253,943             263,708

     Selling, general and
       administrative expenses                                             207,570             192,466             186,375
     Depreciation and amortization                                          24,645              20,856              23,508
     Litigation charge (see note 5)                                             --              32,000                  --
                                                               ------------------------------------------------------------

     Operating income                                                       45,736               8,621              53,825

     Interest income                                                         2,204               3,332               5,458
     Interest expense                                                       (5,288)               (164)                 --
     Other income                                                            1,526                 779                  --
                                                               ------------------------------------------------------------

     Earnings before provision for
          income taxes                                                      44,178              12,568              59,283

     Provision for income taxes                                             14,037               4,524              21,342
                                                               ------------------------------------------------------------

     Net earnings                                                          $30,141              $8,044             $37,941
                                                               ============================================================

     Earnings per share:
            Basic                                                            $1.02               $0.26               $1.04
                                                               ============================================================
            Diluted                                                          $1.00               $0.25               $1.01
                                                               ============================================================

     Weighted average shares outstanding:
            Basic                                                           29,413              31,219              36,495
                                                               ============================================================
            Diluted                                                         30,120              31,942              37,516
                                                               ============================================================

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


<PAGE>


<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Shareholders' Equity and Comprehensive Income
Amounts and shares in thousands.
<CAPTION>
                                                                                                          Accumulated
                                                                   Additional                                                 Total
                                                 Common Stock        Paid-In        Retained   Treasury      Other     Shareholders'
                                              --------------------                                       Comprehensive
                                              Shares       Amount    Capital        Earnings    Stock      Income (Loss)      Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>        <C>           <C>         <C>                 <C>    <C>
Balance, July 28, 2001                        36,474      $2,566     $44,056       $364,491    $(114,577)           $61    $296,597
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                      37,941                                  37,941
   Unrealized holding gain on marketable securities                                                                 486         486
                                                                                                                          ----------
Total comprehensive income                                                                                                   38,427
                                                                                                                          ----------
Deferred compensation                                                   291                                                      291
Tax benefit from exercise of stock options                            2,953                                                    2,953
Employee Stock Purchase Plan activity             9           1          90                                                       91
Shares issued pursuant to
exercise of stock options                       783          39       4,819                                                    4,858
Purchase of treasury stock                     (758)                                             (8,964)                     (8,964)
Retirement of treasury stock                               (781)                   (122,760)    123,541                          --
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 27, 2002                       36,508       1,825      52,209         279,672         --              547      334,253
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                       8,044                                    8,044
   Unrealized holding loss on marketable securities                                                                (609)       (609)
                                                                                                                          ----------
Total comprehensive income                                                                                                     7,435
                                                                                                                          ----------
Deferred compensation                            20           1         264                                                      265
Tax benefit from exercise of stock options                            1,381                                                    1,381
Employee Stock Purchase Plan activity             7                      87                                                       87
Shares issued pursuant to
exercise of stock options                       635          32       4,259                                                    4,291
Purchase of treasury stock - Tender Offer    (8,000)                                           (120,819)                   (120,819)
Retirement of treasury stock                               (400)                  (120,419)     120,819                          --
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 26, 2003                       29,170       1,458      58,200        167,297          --               (62)    226,893
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                     30,141                                    30,141
   Unrealized holding loss on marketable securities                                                                 (460)      (460)
                                                                                                                          ----------
    Total comprehensive income                                                                                                29,681
                                                                                                                          ----------
Deferred compensation                            (1)                     67                                                       67
Tax benefit from exercise of stock options                            1,460                                                    1,460
Employee Stock Purchase Plan activity             6                      83                                                       83
Shares issued pursuant to
exercise of stock options                       464          24       3,744                                                    3,768
Purchase of treasury stock                      (20)                                               (313)                       (313)
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 31, 2004                       29,619      $1,482     $63,554       $197,438        $(313)            $(522)  $261,639
====================================================================================================================================
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>

<PAGE>


<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Amounts in thousands
<CAPTION>
                                                                                                      Fiscal Year Ended
                                                                               -----------------------------------------------------
                                                                                          July 31,          July 26,        July 27,
                                                                                              2004              2003            2002
                                                                               -----------------------------------------------------
<S>                                                                               <C>                  <C>              <C>
Operating Activities:
Net earnings                                                                               $30,141            $8,044         $37,941
                                                                               -----------------------------------------------------
Adjustments to reconcile net earnings to net cash provided by operating
    activities:
     Depreciation and amortization of property and
         equipment                                                                          19,740            19,317          21,827
     Loss on disposal of closed store assets                                                 4,906             1,539           1,681
     Deferred income tax expense (benefit)                                                   1,987           (5,386)           1,409
     Amortization of debt issuance cost                                                        152                --              --
     Increase in cash surrender value of life insurance                                       (600)          (1,060)           (566)
     Deferred compensation                                                                      67               265             291
     Changes in assets and liabilities:
       (Increase) decrease in restricted cash                                             (38,661)               ---             ---
       (Increase) decrease in merchandise inventories                                      (6,564)             3,023         (8,884)
       (Increase) decrease in prepaid expenses and other                                    (1515)           (3,790)           1,910
       (Increase) decrease in other assets                                                   (232)               164              30
        Increase in accounts payable- trade                                                  1,686             1,056           4,484
        Increase in accrued salaries and wages                                               2,467               793             870
        Increase in litigation accrual                                                         536            31,544           1,600
       (Decrease) increase in accrued expenses                                             (1,045)               866         (1,480)
        Increase in customer credits                                                         1,686               634             839
       (Decrease) increase in income taxes payable                                            (80)             (187)          10,421
                                                                               -----------------------------------------------------
      Total adjustments                                                                   (15,470)            48,778          34,432
                                                                               -----------------------------------------------------
       Net cash provided by operating activities                                            14,671            56,822          72,373
                                                                               -----------------------------------------------------
Investing Activities:
   Purchases of property and equipment                                                    (29,533)          (63,334)        (28,335)
   Sales and maturities of marketable securities and investments                            62,887           138,346         109,142
   Purchases of marketable securities and investments                                     (72,004)          (93,803)        (94,278)
   Purchases of long term investments                                                        (900)                --              --
                                                                               -----------------------------------------------------
      Net cash used in investing activities                                               (39,550)          (18,791)        (13,472)
                                                                               -----------------------------------------------------

inancing Activities:
   (Repayment of) proceeds from long-term debt                                               (979)            34,000              --
   Payment for debt issuance cost                                                             (90)           (1,730)              --
   Purchase of treasury stock                                                                (313)         (120,818)         (8,964)
   Proceeds from Employee Stock Purchase Plan                                                   83                87              91
   Proceeds from stock options exercised                                                     3,768             4,291           4,858
                                                                               ----------------------------------------------------
     Net cash used in financing activities                                                   2,469          (84,170)         (4,015)
                                                                               -----------------------------------------------------
Net (decrease) increase in cash and cash equivalents                                       (22,410)          (46,139)         54,886
ash and cash equivalents- beginning of year                                                 37,551            83,690          28,804
                                                                               -----------------------------------------------------
ash and cash equivalents- end of year                                                      $15,141           $37,551         $83,690
                                                                               =====================================================

Supplemental Disclosure of Cash Flow Information:
   Cash paid for income taxes                                                              $12,130           $10,206          $9,511
                                                                               =====================================================
   Cash paid for interest                                                                   $1,789               $35             ---
                                                                               =====================================================
<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, 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         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.  Fiscal year ended July 31, 2004 consists of 53 weeks.  Fiscal
years 2003 and 2002  consist of 52 weeks.  Certain  reclassifications  have been
made to the prior years' consolidated  financial statements to conform to fiscal
2004's presentation.

         Business

     The Dress Barn, Inc.  (including The Dress Barn, Inc. and its  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.
The Company is a  specialty  retailer  of women's  apparel (in both  regular and
large sizes),  including shoes and  accessories.  Given the  similarities of the
economic  characteristics  and how  the  Company  manages  its  different  store
formats,  the  operations  of the Company  are  aggregated  into one  reportable
segment.

     Dunnigan Realty, LLC, a wholly-owned  subsidiary of the Company, was formed
in fiscal 2003 to purchase,  own and operate a  distribution/office  facility in
Suffern,  New York (the "Suffern  facility"),  of which the major portion is the
Company's  corporate  offices and  distribution  center.  Dunnigan  Realty,  LLC
receives rental income and  reimbursement  for taxes and common area maintenance
charges  from the Company  and two  additional  tenants  that occupy the Suffern
facility that are not  affiliated  with the Company.  The rental income from the
unaffiliated  tenants is shown as "other  income" on the Company's  Consolidated
Statements of Earnings.  Intercompany  rentals  between the Company and Dunnigan
Realty, LLC are eliminated in consolidation.

         Revenue recognition

     Revenues from retail sales, net of returns,  are recognized at the point of
purchase  upon  delivery of the  merchandise  to the customer and exclude  sales
taxes.  Sales from purchases made with gift  certificates  and layaway sales are
also  recorded  when the customer  takes  possession  of the  merchandise.  Gift
certificates  and  merchandise  credits  issued by the Company are recorded as a
liability  until they are redeemed.  The Company records a reserve for estimated
product returns based on historical return trends.

         Cash and cash equivalents

     For purposes of the  statement  of cash flows,  the Company  considers  its
highly liquid investments with maturities 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 at July 31, 2004
were  maintained with one financial  institution.  The Company's cash management
process  provides for the daily  funding of checks as they are  presented to the
bank.  Included in accounts  payable at July 31, 2004 and July 26, 2003 are $7.1
million and $16.9 million, respectively, representing outstanding checks.

         Restricted cash and cash equivalents

     Restricted  cash  consists of $38.6  million  held in escrow as required as
part of an outstanding legal judgment. The escrow account is an interest bearing
account at the current Federal funds rate plus a margin.



<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 other  comprehensive  income, a component of  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.

         Merchandise inventories

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

         Property and equipment

     Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization are computed using the straight-line
method over the following estimated useful lives:

    Building                                    25 years
    Leasehold improvements                 10 years or term of lease, if shorter
    Fixtures and equipment                      10 years
    Software                                    5-7 years
    Automotive equipment                        5 years

         Valuation of long-lived assets

     The Company regularly reviews the carrying value of its long-lived  assets.
Whenever events or changes in circumstances indicate that the carrying amount of
its assets might not be recoverable, the Company, using its best estimates based
on reasonable and  supportable  assumptions  and  projections,  has reviewed for
impairment  the  carrying  value of  long-lived  assets.  Based on the review of
certain underperforming stores, the Company recorded impairment charges that are
included in depreciation expense of $4.9 million,  $1.5 million and $1.7 million
in 2004, 2003 and 2002, respectively.


         Income taxes

     The Company  accounts  for income  taxes in  accordance  with SFAS No. 109,
Accounting  for Income Taxes.  Deferred  taxes are provided  using the asset and
liability   method,   whereby   deferred  income  taxes  result  from  temporary
differences between the reported amounts in the financial statements and the tax
basis of assets and liabilities, as measured by presently enacted tax rates. The
Company establishes  valuation allowances against deferred tax assets when it is
more  likely  than not the  realization  of those  deferred  tax assets will not
occur.

         Store preopening costs

     Non-capital  expenditures,  such as advertising  and payroll costs incurred
prior to the  opening of a new store are  charged to expense in the period  they
are incurred.

         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.




<PAGE>



         Marketing and advertising costs

     Marketing  and  advertising  costs are  included  in  selling,  general and
administrative  expenses  and are  expensed  in the  period  in  which  they are
incurred.  marketing and advertising expenses were $12.3 million,  $10.1 million
and $10.0 million for fiscal 2004, 2003 and 2002, respectively.

         Recent accounting pronouncements

     In January 2003, the FASB issued  Interpretation  No. 46  "Consolidation of
Variable Interest  Entities,  an Interpretation of Accounting  Research Bulletin
No.  51,  Consolidated  Financial   Statements".   This  interpretation  applies
immediately to variable  interest entities created after January 31, 2003 and to
variable interest entities in which an enterprise obtains an interest after that
date.  It applies in the first  fiscal year or interim  period  beginning  after
December 15, 2003, to variable  interest entities in which an enterprise holds a
variable  interest  it  acquired  before  February  1, 2003.  The Company has no
variable interest entities; therefore, the implementation of this interpretation
will not impact the Company's financial statements.

     In  December  2002,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 148,  "Accounting  for  Stock-Based  Compensation - Transition and
Disclosure"  ("SFAS  148").  SFAS 148 amends  Statement of Financial  Accounting
Standards No. 123,  "Accounting for Stock-Based  Compensation"  ("SFAS 123"), to
provide  alternative methods of transition for companies that voluntarily change
to  a  fair   value-based   method  of  accounting  for   stock-based   employee
compensation.  SFAS 148 also amends the  disclosure  provisions  of SFAS 123 for
both interim and annual financial statements.  The disclosure provisions of SFAS
148 are effective for annual  reports for fiscal years ending after December 15,
2002, and for interim  financials for periods beginning after December 15, 2002.
The Company adopted the interim  reporting  provisions of SFAS 148 for its third
quarter  ended April 26,  2003 and the annual  reporting  provisions  for fiscal
2003.

     In April 2003, the FASB issued SFAS No.149,  "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  the  accounting  for  derivative   instruments,   including   certain
derivative  instruments embedded in other contracts,  and for hedging activities
under SFAS 133, "Accounting for Derivative  Instruments and Hedging Activities."
SFAS No. 149 is generally effective for contracts entered into or modified after
June 30, 2003 and for hedging relationships  designated after June 30, 2003. The
adoption  of SFAS No. 149 on July 1,  2003,  as  required,  had no impact on the
Company's financial statements.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS
No. 150 establishes  standards for how an issuer classifies and measures certain
financial  instruments with characteristics of both liabilities and equity. SFAS
No. 150 requires that certain financial instruments be classified as liabilities
that were previously considered equity. The adoption of this standard on July 1,
2003, as required, had no impact on the Company's financial statements.

     In March 2004, the Emerging Issues Task Force ("EITF")  reached a consensus
on Issue No.  03-1,  The  Meaning of  Other-Than-Temporary  Impairments  and Its
Application  to  Certain   Investments  ("EITF  03-1").  EITF  03-1  provides  a
three-step   impairment   model  for   determining   whether  an  investment  is
other-than-temporarily  impaired  and  requires  the Company to  recognize  such
impairments  as  an  impairment  loss  equal  to  the  difference   between  the
investment's  cost and  fair  value  at the  reporting  date.  The  guidance  is
effective for the Company  during the first quarter of fiscal 2005.  The Company
does not believe that the adoption of EITF 03-1 will have a  significant  effect
on its financial statements.

         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.

         Comprehensive income

     Comprehensive  income consists of net earnings and unrealized holding gains
and losses on marketable securities, net of tax.


<PAGE>



         Stock-based compensation

     The Company  uses the  intrinsic  value  method to account for  stock-based
compensation  in accordance  with  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.  In  accordance  with SFAS No.  148,
"Accounting for Stock-Based  Compensation-Transition and Disclosure-An Amendment
of SFAS No. 123" ("SFAS  148"),  the Company  discloses the pro forma effects of
recording  stock-based employee compensation plans at fair value on net earnings
and net  earnings  per common  share--basic  and  dilute as if the  compensation
expense was recorded in the financial statements.

     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. 148 (which does not apply to awards prior
to fiscal  1996),  the  Company's net earnings and earnings per share for fiscal
2004,  fiscal  2003 and fiscal  2002  would  have been  reduced to the pro forma
amounts indicated below:
<TABLE>
<CAPTION>
                                                                                        Fiscal Year Ended
                                                                                     -----------------------
                                                                           July 31,            July 26,            July 27,
(In thousands, except per share amounts)                                       2004                2003                2002
                                                                ------------------------------------------------------------
<S>                                                                    <C>                  <C>                <C>
         Net earnings as reported                                           $30,141              $8,044             $37,941
         Deduct: Total stock-based employee
              compensation expense determined
              under fair value based method
              for all awards net of related tax effects                     (2,060)             (1,939)             (1,429)
                                                                ------------------------------------------------------------

         Pro forma net earnings                                             $28,081              $6,105             $36,512
                                                                ============================================================

         Earnings per share
              Basic - as reported                                             $1.02               $0.26               $1.04
                                                                ------------------------------------------------------------
              Basic - pro forma                                               $0.95               $0.20               $1.00
                                                                ------------------------------------------------------------

              Diluted - as reported                                           $1.00               $0.25               $1.01
                                                                ------------------------------------------------------------
              Diluted - pro forma                                             $0.93               $0.19               $0.97
                                                                ------------------------------------------------------------
</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 26,            July 27,
                                                                               2004                2003                2002
                                                                          ---------           ---------           ---------
<S>                                                                        <C>                 <C>                 <C>
Weighted average risk-free interest rate                                       3.3%                3.1%                4.0%
Weighted average expected life (years)                                          5.0                 5.0                 5.0
Expected volatility of the market price of the Company's
common stock                                                                  39.1%               43.9%               43.9%
</TABLE>


     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating the fair value of traded options,  which have no vesting restrictions
and are fully transferable.  In addition,  option valuation models require input
of highly subjective  assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics  significantly
different from those of traded options,  and because changes in subjective input
assumptions  can  materially  affect the fair value  estimate,  in  management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its employee stock options.



<PAGE>



         Financial instruments

     Concentration  of Credit Risk - Financial  instruments,  which  potentially
subject the Company to  concentrations  of credit  risk,  are  principally  bank
deposits and short-term  investments.  Cash and cash  equivalents  are deposited
with  high  credit  quality  financial   institutions.   Short-term  investments
principally consist of "triple A" or "double A" rated instruments.  The Dunnigan
Realty LLC mortgage loan is a 20-year fully amortizing loan with a fixed rate of
5.33%.

     Fair Value of Financial  Instruments - The carrying  amounts of cash,  cash
equivalents,  short-term investments and accounts payable approximate fair value
because of the short-term nature, and maturity of such instruments.

Stock Split

     The Company's Board of Directors approved a 2-for-1 stock split in the form
of a 100% stock dividend on the Company's issued and outstanding common stock in
May 2002. The stock dividend was  distributed on May 31, 2002 to shareholders of
record on May 17, 2002. All historic share and per share  information  contained
in this report have been adjusted to reflect the impact of the stock split.

         Treasury (reacquired) shares

     Shares  repurchased  are  usually  retired and  treated as  authorized  but
unissued  shares,  with the cost of the  reacquired  shares  debited to retained
earnings and the par value debited to common stock.


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, 2004                    July 26, 2003
                                                                     -------------                    -------------
(In 000's)                                              Estimated                          Estimated
                                                      Fair Value            Cost         Fair Value           Cost
<S>                                                  <C>               <C>             <C>               <C>
Money Market Funds                                        $ 4,676           $ 4,676         $ 10,301          $10,301
Short- Term Investments                                    35,545            35,545           27,581           27,581
Tax Free Municipal Bonds                                   80,746            81,176           74,286           74,199
US Govt. Securities Fund                                    1,733             1,878            1,729            1,878
                                                        ---------         ---------        ---------        ---------
                                                         $122,700          $123,275         $113,897         $113,959
                                                        =========         =========        =========        =========
</TABLE>

<TABLE>
<CAPTION>
         The scheduled maturities of marketable securities and investments at
July 31, 2004 are:

                                                                                           Estimated
Due In                     (in 000's)                                                     Fair Value            Cost
------                                                                                   -----------         --------
<S>                                                                                     <C>             <C>
One year or less                                                                             $62,746         $ 63,002
One year through five years                                                                   59,954           60,273
Six years through ten years                                                                       --               --
Over ten years                                                                                    --               --
                                                                                           ---------        ---------
                                                                                            $122,700         $123,275
                                                                                           =========         ========
</TABLE>

     Unrealized  holding  gains  and  (losses)  at July 31,  2004  netted  to an
unrealized loss of approximately $522,000.  Proceeds and gross realized (losses)
gains  from the sale of  securities  in fiscal  2004,  2003 and 2002 were  $62.9
million and $0.8 million,  $138.3 million and $(0.7) million, $109.1 million and
$1.0 million, respectively. For the purposes of determining gross realized gains
and losses, the cost of securities is based upon specific identification.



<PAGE>



3.       LONG-TERM DEBT

<TABLE>
         Long-term debt consists of the following:
<CAPTION>

                                                                                              July 31,         July 26,
(In 000's)                                                                                        2004             2003
                                                                                              ---------       ---------
<S>                                                                                        <C>              <C>
Dunnigan Realty, LLC mortgage loan                                                            $ 33,021         $ 34,000
Less: current portion                                                                           (1,033)            (979)
                                                                                              --------           -------

Total                                                                                          $31,988           $33,021
                                                                                              ========           =======
</TABLE>

     The Dunnigan Realty,  LLC mortgage loan (the "mortgage") is  collateralized
by a mortgage lien on a  distribution/office  facility in Suffern, New York (the
"Suffern  facility"),  of which the major  portion  is the  Company's  corporate
offices and distribution center. Dunnigan Realty, LLC, a wholly owned subsidiary
of the Company,  receives rental income and  reimbursement  for taxes and common
area maintenance charges from the Company and two additional tenants that occupy
the Suffern facility that are not affiliated with the Company.  All intercompany
transactions are eliminated. Payments of principal and interest on the mortgage,
a 20-year fully  amortizing  loan with a fixed  interest rate of 5.33%,  are due
monthly  through July 2023.  In connection  with the mortgage,  the Company paid
approximately  $1.7 million in debt issuance costs. These costs were capitalized
and will be amortized over the life of the mortgage. Scheduled maturities of the
mortgage  in each of the  next  five  fiscal  years  are as  follows:  2005-$1.0
million;  2006-$1.1 million;  2007-$1.1 million; 2008-$1.2 million and 2009-$1.4
million;  2010 and thereafter-  $27.4 million.  Interest expense relating to the
mortgage for fiscal 2004 was approximately $1.8 million.


4.       EARNINGS PER SHARE

     Basic  earnings  per share are  computed  based upon the  weighted  average
number of common  shares  outstanding.  Diluted  earnings per share are computed
based upon the weighted  average number of common and common  equivalent  shares
outstanding.  Common equivalent shares outstanding  consist of shares covered by
stock options.

         A reconciliation of basic and diluted weighted average number of common
shares outstanding is presented below:
<TABLE>
<CAPTION>
                                                                                                    Fiscal Year Ended
(In 000's)                                                                            July 31,          July 26,         July 27,
                                                                                          2004              2003             2002
                                                                                    ----------        ----------        ---------
<S>                                                                                 <C>               <C>              <C>
Weighted average number of common shares outstanding - basic                            29,413            31,219           36,495

Net effect of dilutive stock options based on the treasury
     stock method using the average market price                                           707               723            1,021
                                                                                    ----------        ----------        ---------

Weighted average number of common shares outstanding - diluted                          30,120            31,942           37,516
                                                                                    ==========        ==========        =========
</TABLE>

         Common stock equivalents of 2,000, 170,000 and 150,000 for the fiscal
years ended July 31, 2004, July 26, 2003 and July 27, 2002, respectively, were
excluded because such common stock equivalents were anti-dilutive.


5.       LITIGATION

     The Company is involved in various  routine legal  proceedings  incident to
the ordinary  course of business.  On May 18, 2000,  an action was filed against
the Company seeking  compensatory  and punitive damages for alleged unfair trade
practices  and alleged  breach of contract  arising out of  negotiations  for an
acquisition the Company never concluded.  The case went to a jury trial in 2003,
and a jury verdict of $30 million of  compensatory  damages was awarded  against
the  Company.   On  July  7,  2003,  the  court  entered  a  final  judgment  of
approximately $32 million in compensatory damages and expenses, which is subject
to post-judgment  interest. The trial court ruled against the plaintiffs' motion
for any punitive damages or pre-judgment interest.


<PAGE>


     Based on this  judgment,  the Company  recorded a litigation  charge of $32
million in its fiscal 2003 fourth quarter results. The Company believes there is
no merit in the jury verdict and is  vigorously  pursuing an appeal.  Plaintiffs
have cross-appealed  seeking an increase in the amount of the judgment.  If upon
appeal the  judgment is  subsequently  modified or  reversed,  the Company  will
adjust  its  litigation  charge  accordingly.  Interest  accrues  on the  unpaid
judgment at the  statutory  rate of 10% annually  which the Company has provided
for at the  rate  of  approximately  $800,000  each  quarter  in its  litigation
accrual.  The  Company  has also  accrued for other  pending  litigation  in its
litigation accrual. In the fourth quarter of fiscal 2004, as required as part of
an outstanding legal judgment,  the Company deposited $38.6 million in an escrow
account,  utilizing  its  operating  funds.  The escrow  account is an  interest
bearing account and is included in restricted  cash and cash  equivalents on the
Company's balance sheet.


6.       EMPLOYEE BENEFIT PLANS

     The  Company  sponsors  a  defined  contribution  retirement  savings  plan
(401(k)) covering all eligible employees. The Company also sponsors an Executive
Retirement  Plan for  certain  officers  and key  executives.  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
2004, 2003 and 2002 the Company incurred expenses of $1,815,000, $1,363,000, and
$1,156,000, respectively, relating to the contributions to and administration of
the above plans.  The Company also  sponsors 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.


7.       INCOME TAXES

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

<CAPTION>
                                                                             Fiscal Year Ended
(In 000's)                                                     July 31,          July 26,         July 27,
                                                                  2004              2003             2002
                                                               --------           -------         -------
<S>                                                          <C>                <C>            <C>
Federal:
         Current                                                $10,268            $7,772         $16,517
         Deferred                                                 1,177            (4,314)          1,090
                                                               --------           -------         -------
                                                                 11,445             3,458          17,607
                                                               --------           -------         -------
State:
         Current                                                  1,782             2,138           3,415
         Deferred                                                   810            (1,072)            320
                                                               --------           -------         -------
                                                                  2,592             1,066           3,735
                                                               --------           -------         -------
Provision for income taxes                                      $14,037            $4,524         $21,342
                                                               ========           =======         =======
</TABLE>

<TABLE>
         Significant components of the Company's deferred tax assets and
liabilities were as follows:
<CAPTION>
                                                                                                    Fiscal Year Ended
(In 000's)                                                                            July 31,          July 26,         July 27,
                                                                                          2004              2003             2002
                                                                                    ----------        ----------        ---------
<S>                                                                                 <C>              <C>               <C>
Deferred tax assets:
   Inventory capitalization and inventory-related items                                 $4,121           $4,293            $1,927
   Capital loss carryover                                                                   85            2,847             2,759
   Employee benefits                                                                     3,050            2,438             2,754
   Litigation accrual                                                                   14,248           14,308               ---
   Other items                                                                           2,964            2,973             4,739
                                                                                    ----------        ----------        ---------
     Total deferred tax assets                                                          24,468           26,858            12,179
                                                                                    ----------        ----------        ---------
Deferred tax liabilities:
   Depreciation                                                                         13,425           11,098             4,878
   Other items                                                                           1,690            1,659             1,432
                                                                                    ----------        ----------        ---------
     Total deferred tax liabilities                                                     15,115           12,757             6,310
                                                                                    ----------        ----------        ---------
Valuation allowance                                                                        (85)          (2,847)              ---
                                                                                    ----------        ----------        ---------

Net deferred tax assets                                                                 $9,268          $11,255            $5,869
                                                                                    ==========        ==========        =========
</TABLE>


<PAGE>



     The  fiscal  2004 the total net  deferred  tax  asset is  presented  on the
balance sheet as a current asset of $10.5 million and a non-current liability of
$1.3  million.  For fiscal 2003,  the net deferred tax asset is presented on the
balance sheet as a current asset of $11.4 million and a non-current liability of
$0.2  million.  The net  deferred  tax assets were  comprised  of  approximately
$1,429,000 in state deferred taxes and $7,839,000 in federal  deferred taxes. In
fiscal  2003,  a  valuation  allowance  of  approximately  $2,847,000  had  been
established  relating to the capital  loss  carryforward,  as it was more likely
than not that the  utilization of such amount will not occur.  In addition,  the
Company  successfully  resolved  several state and Federal  audits during fiscal
2004 and 2003,  resulting  in credits  to its tax  provision  for  approximately
$2,000,000  and  $2,645,000,  respectively.  The  majority of the  capital  loss
carryforward expired during fiscal 2004 resulting in a reduction in the deferred
tax asset and related valuation allowance.


<TABLE>
     Following is a reconciliation  of the statutory Federal income tax rate and
the effective income tax rate applicable to earnings before income taxes:
<CAPTION>
                                                                             Fiscal Year Ended
                                                              July 31,          July 26,         July 27,
                                                                  2004              2003             2002
                                                               --------           -------         -------
<S>                                                           <C>              <C>              <C>
Statutory tax rate                                                35.0%            35.0 %           35.0 %
State taxes - net of federal
  Benefit                                                          3.8%             5.5 %            5.2 %
Valuation allowance - loss carryforward                              --            22.7 %            ---
Provision adjustment- resolution of tax audits                    (4.6)%          (22.5)%            ---
Other - net, primarily tax-free interest                          (2.4)%           (4.7)%           (4.2)%
                                                               --------           -------         -------
Effective tax rate                                                31.8%            36.0 %           36.0 %
                                                               ========           =======         ========
</TABLE>


8.       COMMITMENTS AND CONTINGENCIES

Lease commitments

     The Company leases all of 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 from Dunnigan Realty,
LLC, a  wholly-owned  subsidiary  which was formed  solely to purchase,  own and
operate the entire  facility  (the  "Suffern  facility")  including  the portion
occupied by the Company.  The Company's lease with Dunnigan Realty,  LLC expires
in 2023,  which  coincides  with the term of the  underlying  mortgage  Dunnigan
Realty, LLC utilized to finance the purchase of the Suffern facility (see Note 3
for  additional  information  regarding  the  mortgage).  Dunnigan  Realty,  LLC
receives rental income and  reimbursement  for taxes and common area maintenance
charges from two  additional  tenants that occupy the Suffern  facility that are
not  affiliated  with the Company.  The rental  income from the other tenants is
shown as "other  income" on the Company's  Consolidated  Statements of Earnings.
All intercompany transactions are eliminated.

<TABLE>
         A summary of occupancy costs follows:

<CAPTION>
                                                                             Fiscal Year Ended
(In 000's)                                                     July 31,          July 26,         July 27,
                                                                  2004              2003             2002
                                                               --------           -------         -------
<S>                                                          <C>               <C>               <C>
Base rentals                                                   $ 92,094          $ 87,447          $85,593
Percentage rentals                                                2,761             3,898            2,591
Other occupancy costs                                            30,056            29,069           25,349
                                                               --------           -------          -------
                                                                124,911           120,414          113,533
                                                               --------           -------          -------
Less: Rental income from third parties                          (1,527)             (779)              ---
                                                               --------           -------          -------
Total                                                          $123,384          $119,635         $113,533
                                                              =========         =========         ========
</TABLE>


<PAGE>



     The following is a schedule of future minimum rentals under  noncancellable
operating  leases as of July 31,  2004,  including  rents  payable  to  Dunnigan
Realty, LLC for the Suffern facility (in thousands):

<TABLE>
<CAPTION>
             Fiscal Year                                                                  Total
            -------------                                                           -------------
<S>                                                                                  <C>
                2005                                                                     $ 92,026
                2006                                                                       77,134
                2007                                                                       62,133
                2008                                                                       45,829
                2009                                                                       31,656
         Subsequent years                                                                  79,491
                                                                                         --------

         Total future minimum rentals                                                    $388,269
                                                                                         ========
</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.  The rent payable to Dunnigan  Realty,  LLC is
$2.8 million per fiscal year through fiscal year ending 2023.

Leases with related parties

     The Company leases two stores from its Chairman or related  trusts.  Future
minimum  rentals under leases with such related parties which extend beyond July
31, 2004,  included in the above schedule,  are approximately  $247,000 annually
and in the aggregate $1.0 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 2004,  2003 and 2002 under these leases
amounted to approximately $308,000, $309,000 and $288,000, respectively.

Lines of credit

     At July 31, 2004, the Company had unsecured  lines of credit with two banks
totaling $70 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,  2004.
However,  approximately $43 million of outstanding letters of credit reduced the
credit lines available.

Contractual obligations and commercial commitments

     The estimated significant contractual cash obligations and other commercial
commitments at July 31, 2004 are summarized in the following tables:


<TABLE>
<CAPTION>
                                                                     Payments Due by Period (000's)
                                         -----------------------------------------------------------------------------
Contractual                                                  Fiscal          Fiscal       Fiscal 2008-    Fiscal 2010
                                                                            2006-
Obligations                                       Totals      2005           2007           2009         And Beyond
----------------------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>           <C>              <C>            <C>
Operating lease obligations                     $388,269        $92,026       $139,267         $77,485        $79,491
Mortgage principal and interest                   52,583          2,768          5,535           5,535         38,745

                                         -----------------------------------------------------------------------------
                                                $440,852        $94,794       $144,802         $83,020       $118,236
                                         =============================================================================
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
                                                            Amount of Commitment Expiration Period (000's)
                                         -----------------------------------------------------------------------------

Other Commercial                                             Fiscal          Fiscal       Fiscal 2008-    Fiscal 2010
                                                                            2006-
Commitments                                       Totals      2005           2007           2009         And Beyond
----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>               <C>             <C>            <C>
Trade letters of credit                          $38,048        $38,048           $---            $---           $---
Standby letters of credit                          4,575          4,575            ---             ---            ---
Firm purchase orders                                 130            130            ---             ---            ---
                                         -----------------------------------------------------------------------------
                                                 $42,753        $42,753           $---            $---           $---
                                         =============================================================================

</TABLE>

     In addition to the commitments  represented in the above table, the Company
enters into a number of cancelable  and  non-cancelable  commitments  during the
year. Typically,  these commitments are for less than a year in duration and are
principally focused on the construction of new retail stores and the procurement
of  inventory.  The  Company  does  not  maintain  any  long-term  or  exclusive
commitments or arrangements to purchase  merchandise  from any single  supplier.
Preliminary  commitments with the Company's  private label  merchandise  vendors
typically  are made five to seven  months in advance of  planned  receipt  date.
Substantially  all  of  the  Company's   merchandise  purchase  commitments  are
cancelable up to 30 days prior to the vendor's scheduled shipment date.

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  (except for the matter as discussed in
Note 5) will, on the whole,  not have a material adverse effect on its financial
condition or results of operations.


9.       STOCK-BASED COMPENSATION PLANS

     At July 31, 2004, the Company had five stock-based  compensation plans. The
Company's 1993  Incentive  Stock Option Plan provides for the grant of incentive
stock  options  ("ISO's")  to purchase up to 2,500,000  shares of the  Company's
common  stock.  As of July 31,  2004,  there were no shares  under the 1993 plan
available  for future grant.  The Company's  1995 Stock Option Plan provides for
the  granting  of  either  ISO's or  non-qualified  options  to  purchase  up to
4,000,000  shares of common stock. As of July 31, 2004, there were 98,949 shares
under the 1995 plan available for future grant.  The Company's 2001 Stock Option
Plan  provides  for the  granting of either  ISO's or  non-qualified  options to
purchase up to 4,000,000 shares of common stock. As of July 31, 2004, there were
3,431,667 shares under the 2001 plan available for future grant.

     The exercise  price of ISO's  granted under any of the option plans may not
be less  than the  market  price  of the  common  stock  at the  date of  grant.
Generally,  all options  granted under these plans vest over a five-year  period
and expire after ten years from the date of grant.

     The Company's  1983  Incentive  Stock Option Plan expired on April 4, 1993,
and the Company's 1987 Non-Qualified Stock Option Plan expired December 7, 1997.
Accordingly,  the Company can no longer  grant  options  under either of the two
expired plans.  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.



<PAGE>



<TABLE>
     The following table summarizes the activities in all Stock Option Plans and
changes during each of the fiscal years presented:
<CAPTION>
                                               July 31, 2004                   July 26, 2003                   July 27, 2002
                                               -------------                   -------------                   -------------
                                                          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                                         2,950,495         $9.80        2,734,352          $8.14        3,164,870          $7.26
Granted                                        269,625         13.82          909,883          12.54          797,266          10.95
Cancelled                                     (81,860)         10.92         (59,200)           8.27        (444,580)          10.26
Exercised                                    (464,281)          8.11        (634,540)           6.76        (783,204)           6.21
                                    ------------------------------------------------------------------------------------------------

Outstanding end of year                      2,673,979        $10.46        2,950,495          $9.80        2,734,352          $8.14
                                    ================================================================================================

Options exercisable
at year-end                                    860,647         $8.77          528,208          $7.56          334,108          $4.09
                                    ================================================================================================

Weighted-average fair
value of options granted
during the year                                                $5.50                           $5.34                           $4.81
                                                      ==============                 ===============                 ===============
</TABLE>


<TABLE>
         The following table summarizes information about stock options
outstanding at July 31, 2004:

<CAPTION>
                                    Number                             Weighted Average       Number           Weighted
                              Outstanding as of    Weighted Average     Exercise Price    Exercisable as       Average
  Range of Exercise Prices         7/31/04          Remaining Life                          of 7/31/04      Exercise Price
----------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>                  <C>                 <C>              <C>

$2.50 - $5.69                      152,336            2.58 years            $3.50             151,536           $3.49
  7.03 - 7.81                      621,700            5.04 years             7.04             288,040            7.06
  9.75 - 11.25                     952,885            7.23 years            10.50             236,031           10.38
11.30 - 13.25                      109,100            7.81 years            12.51             25,940            11.34
13.51 - 15.90                      837,958            8.48 years            13.94             159,100           14.11
                              ----------------------------------------------------------------------------------------------

$2.50 - $15.90                    2,673,979           6.87 years            $10.46            860,647           $8.77
                              ==============================================================================================
</TABLE>



<PAGE>



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

<CAPTION>
                                                        Fiscal         Fourth          Third         Second           First
                                                          Year        Quarter        Quarter        Quarter         Quarter
Fiscal Year Ended July 31, 2004
<S>                                                <C>            <C>            <C>            <C>             <C>
Net sales                                             $754,903       $207,975       $183,331       $171,053        $192,544
Gross profit,
  less occupancy
  and buying costs                                     277,951         81,260         64,251         63,535          68,905
Income tax  expense                                     14,037          4,539          3,098          2,592           3,808
Net earnings                                            30,141         13,472          5,389          4,510           6,770
Earnings per share (1)
       Basic                                             $1.02          $0.45          $0.18          $0.15           $0.23
       Diluted                                           $1.00          $0.44          $0.18          $0.15           $0.23


                                                        Fiscal         Fourth          Third         Second           First
                                                          Year        Quarter        Quarter        Quarter         Quarter
Fiscal Year Ended July 26, 2003

Net sales                                             $707,121       $188,131       $165,692       $167,372        $185,926
Gross profit,
  less occupancy
  and buying costs                                     253,943         72,278         55,338         60,107          66,220
Income tax expense                                       4,524        (4,498)          1,468          2,627           4,927
(benefit)
Net earnings (loss)                                      8,044        (7,992)          2,609          4,668           8,759
Earnings (loss) per share (1)
       Basic                                             $0.26        $(0.27)          $0.09          $0.16           $0.24
       Diluted                                           $0.25        $(0.27)          $0.09          $0.15           $0.23


<FN>
 (1) 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.
</FN>
</TABLE>



<PAGE>



                                                                      EXHIBIT 21

                              THE DRESS BARN, INC.
                         SUBSIDIARIES OF THE REGISTRANT
                                (All 100% Owned)



                                                                     State of
          Subsidiary                                               Incorporation

Dress Barn Credit Management, LLC                                     Virginia

Dunnigan Realty, LLC                                                  Delaware

D.B.X. Inc.                                                           New York

D.B.R., Inc.                                                          Delaware

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

Raxton Corp. (**)                                                  Massachusetts






(**) Inactive Subsidiary



<PAGE>

                                                                      EXHIBIT 23




         CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


     We consent to the incorporation by reference in Registration Statement Nos.
33-47415,  33-17488, 33-60196, 333-18135 of The Dress Barn, Inc. on Form S-8 and
in Registration  Statement No. 333-25377 on Form S-3 of The Dress Barn, Inc., of
our report dated  October 13, 2004  appearing in this Annual Report on Form 10-K
of The Dress Barn, Inc. and Subsidiaries for the year ended July 31, 2004.




/S/ DELOITTE & TOUCHE LLP
New York, New York
October 13, 2004