SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                     For the fiscal year ended July 26,1997

                                       OR

[ ]  TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

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

Registrant's telephone number, including area code:       (914) 369-4500
                                                     
Securities registered pursuant to Section 12(b) of the Act:      None
                                                             
Securities registered pursuant to       Common Stock - par value $.05 per share
      Section 12(g) of the Act:                   (Title of Class)


Indicate by check mark 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 by check mark 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
         Yes         No   X


                              Page 1 of Cover Page

<PAGE>

As of October 17, 1997, 22,974,469 shares of common shares were outstanding. The
aggregate  market value of the common  shares  (based upon the closing  price on
October 23, 1997 on the NASDAQ) of The Dress Barn,  Inc. held by  non-affiliates
was  approximately  $92,753,000.  For  the  purposes  of such  calculation,  all
outstanding  shares of Common Stock have been considered held by non-affiliates,
other than the 4,216,055 shares  beneficially owned by Directors and Officers of
the registrant.  In making such  calculation,  the registrant does not determine
the affiliate or non-affiliate status of any shares for any other purpose.




                       DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the  registrant's  Proxy  Statement  for  the  Annual  Meeting  of
Shareholders to be held on December 15, 1997 are  incorporated  into Parts I and
III of this Form 10-K.




                              Page 2 of Cover Page


<PAGE>



                                     PART I

ITEM  1.  BUSINESS

General

         Dress Barn operates a national chain of value-priced  specialty  stores
offering in-season, moderate to better quality career apparel and accessories to
the fashion-conscious  working woman. In addition,  the Company's stores carry a
broad  assortment of casual wear to suit its customers'  total lifestyle  needs.
Over the past several years,  the Company has evolved from an off-price chain to
a value-priced  specialty retailer.  The Company  distinguishes  itself from (i)
off-price   retailers  by  its   carefully   edited   selection  of   in-season,
first-quality  merchandise,  service-oriented  salespeople  and its  comfortable
shopping environment,  (ii)department stores by its value pricing and convenient
locations and (iii) other specialty apparel retailers by its continuous focus on
Dress Barn's target customer for more than 35 years. As part of this focus,  the
Company  has  successfully  developed  its own  line of  private  brands,  which
constituted  approximately  55% of net sales for the fiscal  year ended July 25,
1997 ("fiscal 1997").

         The Company's  stores operate  primarily under the names Dress Barn and
Dress Barn Woman,  the latter  featuring larger sizes of styles similar to those
found in the Dress Barn stores.  The Company  also  operates  combination  Dress
Barn/Dress Barn Woman stores ("Combo  Stores"),  which carry both Dress Barn and
Dress Barn Woman  merchandise.  As of July 26,  1997,  Dress Barn  operated  690
stores in 43 states and the District of Columbia,  consisting  of 403 Dress Barn
stores,  83 Dress Barn Woman  stores  and 204 Combo  Stores.  The Dress Barn and
Dress Barn Woman stores  average  approximately  4,500 and  approximately  3,900
square feet,  respectively,  and the Combo Stores  average  approximately  8,400
square feet.  Based on the success of its Combo Stores,  the Company is focusing
its expansion strategy on opening new Combo Stores and converting existing Dress
Barn and Dress Barn Woman stores to the combination format. The Company plans to
open  approximately 45 additional Combo Stores by the end its fiscal year ending
July 25, 1998 ("fiscal 1998").


Industry Background

         The retail apparel  industry has undergone  significant  contraction in
recent years,  with the closing of over 30 major retail chains and  considerable
consolidation. As a result of this consolidation, the Company believes it is the
second largest national specialty retail chain of value-priced women's clothing.
This period was characterized by strong  competition and price deflation,  which
resulted in operating  margin  pressure  for the retail  apparel  industry.  The
Company believes that these trends are reversing.  Another  significant trend in
retailing  has been the steady  reduction  in regional  shopping  mall  traffic.
Studies  show  that busy  consumers  have less  time to  contend  with  suburban
congestion and are,  instead,  shopping closer to home. With the majority of its
stores located in strip centers,  the Company  believes it is well positioned to
benefit from these trends.



<PAGE>



Company Strengths

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

      Since the  Company's  formation in 1962,  Dress Barn has  established  and
reinforced its image as a source of fashion and value for the working woman. The
Company's 690 store locations in 43 states and the District of Columbia  provide
it with a nationally  recognized name. In addition,  the Company believes it has
developed high awareness among its target customers through on-going advertising
and local marketing activities.

      The Company has developed and maintains  strong and lasting  relationships
with its domestic and offshore  vendors.  Dress Barn has worked with many of its
vendors  for  more  than 15  years,  and  often is one of the  vendors'  largest
accounts. These relationships,  along with the Company's buying power and strong
credit  profile,  enable  the  Company  to  receive  favorable  purchase  terms,
exclusive merchandise and expedited delivery times.

      The three senior members of the Company's  merchandising  team have worked
together at Dress Barn for over 15 years, with each having substantial  previous
fashion retailing experience.  This team engineered the Company's evolution from
an off-price retailer to a value-priced specialty store. The Company's executive
officers have an average tenure at Dress Barn of 14 years.  The stability of its
management has enabled the Company to develop a shared culture and vision and to
maintain its focus on growing and refining its business.

      Dress Barn has used  technology  to  improve  merchandising  and  customer
service,  reduce  costs  and  enhance  productivity.  The  Company's  management
information systems, which include an IBM AS/400 integrated financial system and
IBM 4694 point-of-sale  system,  allow it to provide better service to customers
by reducing  paperwork and decreasing the average  transaction  processing time.
This  enables  sales  associates  to spend more time  assisting  customers.  The
Company  has also  developed  a laptop  system that  delivers  up-to-date  store
related information to its regional sales managers.  The Company's  distribution
center systems,  installed in 1994, have reduced per-unit  distribution costs by
over 50%, representing approximately $1.0 million in annual savings.

      All aspects of Dress Barn's  business are designed to be responsive to the
Dress Barn customer.  Since 1962,  the Company has been  consistent in targeting
price-conscious  and fashion-minded  working women. The convenient  locations of
the Company's  stores  primarily in strip and outlet centers,  carefully  edited
merchandise  arranged for ease of shopping,  comfortable  store  environment and
friendly  customer  service  embody Dress Barn's strong focus on its  customers.
Dress Barn's  comprehensive  training program encourages its sales associates to
assist  customers  in a low-key and  friendly  manner.  The Company  believes it
enhances its customers' shopping experience by avoiding aggressive sales tactics
that would result from a commission-based compensation structure.

<PAGE>


      The  Company  continually  seeks to  reduce  costs in all  aspects  of its
operations and to create  cost-consciousness at all levels. The Company believes
that its highly liquid  balance sheet and internally  generated  funds provide a
competitive   advantage  that  enables  the  Company  to  pursue  its  long-term
strategies  regarding new stores,  capital  expenditures and  acquisitions.  The
Company  has an ongoing  strategy  of  supplementing  the  Company's  growth and
enhancing  shareholder value through  acquisitions.  The Company considers three
types of acquisition  opportunities:  (i) real estate  oriented  acquisitions to
gain access to  attractive  sites and favorable  lease terms;  (ii) other retail
operations that could benefit from Dress Barn's  management and expertise,  such
as chains offering a complementary product line; and (iii) alternate channels of
distribution,  such as mail order catalogs. The Company believes that its highly
liquid balance sheet,  with cash, cash equivalents and marketable  securities of
approximately $124 million as of July 26, 1997, will enable it to take advantage
of such acquisition opportunities should they arise.


Operating Strategies

      The  Company's  objective  is to  become  the  leading  national  chain of
value-priced  specialty  apparel stores offering career fashions to the moderate
income  working  woman.  The Company has developed  the following  strategies to
achieve this goal: (i) further  development of Dress Barn's private brands; (ii)
maintenance of Dress Barn's  merchandise  focus; (iii) continuation of the Combo
Store roll-out; (iv) further development of customer targeted marketing; and (v)
further improvement of customer service.

      The Company has  gradually  increased  the  percentage of sales from goods
manufactured  under Dress Barn's  private  brands,  as well as goods produced by
national brand  manufacturers  exclusively for Dress Barn, to approximately  60%
and 15%,  respectively,  of the Company's  net sales for fiscal 1997.  While the
Company  intends to continue to offer a balanced mix of both national brand name
and private brand  merchandise,  it plans to continue to increase the percentage
of private  brand  merchandise  sold by its  stores,  including  its  successful
Westport(R), Princeton Club(R) and Atrium(R) brands. Dress Barn's private brands
typically  create more value for its customers and promote Dress Barn's "fashion
at a fraction" image.

      The Company's  stores carry a broad  assortment of career wear,  including
dresses,  suits,  separates,  blouses,  sweaters and other knitwear,  as well as
casual wear items,  that are carefully edited to suit the lifestyle needs of its
target customer.  Dress Barn does not seek to dictate fashion trends;  rather it
offers current styles but avoids fashion-forward  merchandise that is subject to
rapidly  changing  trends.  While career fashions  remain the Company's  primary
focus,  it continues to adapt to the evolving  definition  of "career,"  such as
casual  Fridays.  In  addition,  the  Company  seeks to  broaden  its  appeal by
expanding its merchandise mix, such as introducing shoe and petite departments.


<PAGE>



      Based on the success of the Combo Stores,  the Company expects most future
store  openings to be Combo  Stores.  Because of their  larger  size,  the Combo
Stores provide the Company with greater presence in shopping  centers,  give the
Company more leverage in negotiating lease terms,  enable the Company to achieve
lower  operating  cost ratios and offer  increased  flexibility  in  merchandise
presentation.  Of the  approximately 60 additional Combo units which the Company
plans to open by the end of fiscal 1998, 45 are expected to be new stores and 15
are  expected to be  conversions  from  existing  Dress Barn or Dress Barn Woman
stores.

      In  conjunction  with its strategy of adding Combo stores,  the Company is
aggressively   closing   underperforming   locations   and   expects   to  close
approximately  60 such locations  during fiscal 1998. The Company has the option
under a substantial  number of its store leases to terminate the lease at little
or no cost if specified  sales volumes are not  achieved,  affording the Company
greater  flexibility  to close  certain  underperforming  stores.  The Company's
continued  opening of new Combo Stores,  net of store  closings,  is expected to
result in a small increase in the Company's  aggregate  store square footage for
fiscal 1998.

      The Company uses several marketing tools,  such as transactional  analyses
through  point-of-sale  systems and customer surveys,  in order to determine the
preferences of its target  customers,  working women ages 25-55.  The Company is
also  collecting  data from its credit card program for use in future  marketing
initiatives.  Management  believes  that these  tools will  further  improve the
Company's  ability  to align  its  operations  with the  demands  of its  target
customers on a consistent basis.

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


Merchandising

     In addition to the  Company's  broad  assortment  of career wear and casual
wear, the Company offers other wardrobe items  including  accessories,  jewelry,
hosiery  and shoes.  Dress Barn and Dress Barn Woman are  organized  as separate
divisions,   each  with  a  separate   merchandising  team.  Combo  Stores  have
merchandise   offerings   from  both  the  Dress   Barn  and  Dress  Barn  Woman
merchandising divisions.



<PAGE>




      A key component of the Company's merchandising strategy is to increase the
percentage of its sales derived from private  brands.  Private  brands allow the
Company to differentiate  itself from other retailers by providing an assortment
of  merchandise  that is not  available  elsewhere  and to improve the Company's
control over the flow of merchandise  into its stores by enabling the Company to
better specify  quantities,  styles,  colors, size breaks and delivery dates. In
addition,  the Company  believes private brands provide it with more flexibility
in the marketing  process by allowing for higher  initial  mark-ons and limiting
the ability of customers to compare prices with competing retailers. The Company
believes it has the expertise to execute its private  brand  strategy due to its
extensive  experience  sourcing  goods,  primarily  overseas,  its position as a
merchandiser of established  fashions and its already successful line of private
brands.  The percentage of the Company's sales generated from private brands has
increased to  approximately  55% for fiscal 1997 from 40% during its fiscal year
ended July 27, 1996 ("fiscal 1996").

      In fiscal 1996,  the Company  introduced  two new  departments,  shoes and
petites,   primarily  in  its  Combo  Stores.  Following  initial  tests,  these
departments are being rolled out to additional  stores.  As of July 26, 1997, 99
stores had shoe departments and 35 stores featured petites.  The Company expects
to add another  approximately  100 shoe departments and  approximately 50 petite
departments in fiscal 1998.

      Virtually all merchandising  decisions  affecting the Company's stores are
made centrally. Merchandising policy is under the direction of the Chairman, the
President and five  merchandise  managers.  Prices and markdowns are  determined
centrally  but may be adjusted  locally in response to  competitive  situations.
Generally,  the  majority of the  merchandise  sold by the Company is  uniformly
carried by all stores,  with a  percentage  varied by  management  according  to
regional  or  consumer  tastes  or  the  size  of  particular  stores.  To  keep
merchandise  seasonal and in current  fashion,  inventory is reviewed weekly and
markdowns are taken as appropriate  to expedite  selling.  The Company's  stores
offer  first-quality  current  merchandise,   with  approximately  half  of  the
Company's sales volume derived from sportswear,  and the remainder consisting of
dresses, suits, blazers and accessories.


Buying and Distribution

     Buying is conducted on a departmental  basis for each of the Dress Barn and
Dress Barn Woman  divisions by the Company's  staff over 35 buyers and assistant
buyers  supervised by the President and five merchandise  managers.  The Company
also uses  independent  buying  representatives  in New York and  overseas.  The
Company  obtains its  nationally  branded  merchandise  from  approximately  350
vendors and its private  brand  merchandise  from more than 50 vendors.  Typical
lead  times for the  Company in making  purchases  from its  vendors  range from
approximately  one month for  items  such as  t-shirts,  socks  and  hosiery  to
approximately  six months for items such as suits and dresses.  Generally,  lead
times do not  vary  significantly  between  the  Company's  private  brands  and
nationally branded merchandise.



<PAGE>


     The  Company  has in the  past  always  been  able to  purchase  sufficient
quantities of  first-quality  domestic  merchandise  at  attractive  prices from
vendors who typically  sell to department and specialty  stores,  and management
believes that there will continue to be an adequate  supply of such  merchandise
available.  The  Company  has also  established  strong  relationships  with its
private  label  manufacturers,  and  does not  anticipate  any  difficulties  in
obtaining  sufficient  quantities  of its private label  merchandise.  No vendor
accounted for as much as 5% of the Company's purchases in fiscal 1997.

     All merchandise is received from vendors at the Company's central warehouse
and distribution facility in Suffern, New York, where it is inspected, allocated
and shipped to its stores.  The  Company  seeks to use its strong  relationships
with  vendors to lower its  operating  costs by shifting  freight and  insurance
costs to the vendors and by requiring them to provide  ancillary  services.  For
example,  over 90% of the Company's  merchandise is  pre-ticketed by vendors and
over 30% is pre-packaged for distribution to stores,  which allows cross-docking
in the  distribution  center to the  stores.  In  addition,  nearly  half of the
hanging garments purchased by the Company are delivered on floor-ready hangers.

     The Company  generally does not warehouse  merchandise,  but distributes it
promptly to stores.  Turnaround time between the receipt of merchandise from the
vendor and shipment to the stores is usually  three days or less,  and shipments
are made daily to most stores, maintaining the freshness of merchandise. Because
of such frequent shipments, the stores do not require significant storage space.
The Company may on occasion buy certain  basic  clothing that does not change in
style from year to year at  attractive  prices and  warehouse  such items at its
distribution center until needed.


Store Locations and Properties

     As of July 26, 1997,  the Company  operated 690 stores in 43 states and the
District  of  Columbia.  348 of the stores  were  conveniently  located in strip
centers and 259 stores were  located in outlet  centers.  During the fiscal year
ended July 26, 1997, no store accounted for as much as 1% of the Company's total
sales. The following table indicates the type of shopping  facility in which the
stores were located:

                                                   Dress    Dress Barn
                                                    Barn      Woman      Combo
      Type of Facility                            Stores     Stores     Stores

Strip Shopping Centers ......................        238         38         72
Outlet Malls and Outlet Strip Centers .......        111         40        108
Free Standing, Downtown and Enclosed Malls ..         54          5         24

Total .......................................        403         83        204


     The table on the  following  page  indicates the states in which the stores
operating on July 26, 1997 were located, and the number of stores in each state:

<PAGE>


Location                                          DB         DBW       Combos

Alabama ................................           3           1           3
Arizona ................................           9           1           4
Arkansas ...............................           1        --             2
California .............................          25           5          12
Colorado ...............................           6           1           2
Connecticut ............................          13           2          12
District of Columbia ...................        --          --             1
Delaware ...............................           3        --             2
Florida ................................          15           1           7
Georgia ................................          16           3           9
Idaho ..................................           2           1           1
Illinois ...............................          15        --            10
Indiana ................................          12           1           1
Iowa ...................................        --          --             2
Kansas .................................           2           1           2
Kentucky ...............................           2           1           3
Louisiana ..............................           1        --             2
Maine ..................................           2           1        --
Maryland ...............................          11           2           7
Massachusetts ..........................          25           3          11
Michigan ...............................          18           2           8
Minnesota ..............................           1        --             2
Mississippi ............................           1        --             2
Missouri ...............................           5           1           6
Nebraska ...............................        --          --             2
Nevada .................................           3           1           2
New Hampshire ..........................           5           1           2
New Jersey .............................          30          12          10
New Mexico .............................        --          --          --
New York ...............................          38           8          18
North Carolina .........................          20           7           6
Ohio ...................................           9           1           8
Oklahoma ...............................           2        --          --
Oregon .................................           2           2           1
Pennsylvania ...........................          32           9          13
Rhode Island ...........................           1        --          --
South Carolina .........................          16           1           2
Tennessee ..............................           9           3           5
Texas ..................................          18           3           8
Utah ...................................           3           2           2
Vermont ................................           1        --          --
Virginia ...............................          23           5           5
Washington .............................           3           1           4
West Virginia ..........................        --          --             1
Wisconsin ..............................        --          --             4

Total ..................................         403          83         204



<PAGE>




Store Development, Operations and Management

      In  considering  new store  locations,  the Company  typically  focuses on
several  criteria,  such as concentration of the Company's target customer base,
the average  household  income in the  surrounding  area and the location of the
proposed store relative to competitive  retailers.  Within the specific strip or
outlet center, the Company evaluates the proposed co-tenants,  the traffic count
of the  existing  center and the  location of the store  within the center.  The
Company's real estate  committee,  which includes members of senior  management,
must approve each new lease. The committee receives input from field management.

      The  Company's  stores are designed to create a  comfortable  and pleasant
shopping  environment for its customers.  Merchandise and displays at all of the
stores are set up according to uniform  guidelines and plans  distributed by the
Company.  The Company's  merchandise is carefully arranged by lifestyle category
(e.g.,  career,  casual and weekend wear) for ease of shopping.  The stores also
have  private  fitting  rooms,  drive  aisles,  appealing  lighting,  carpeting,
background music and centralized cashier desks. Strategically located throughout
the stores  are  "lifestyle"  posters  showing  the  customer  complete  outfits
coordinated from among the stores' fashion offerings.

     All stores are directly managed and operated by the Company.  Each store is
staffed by a supervisor,  who may be the store  manager,  and at least one sales
associate  during non-peak  hours,  with additional  sales  associates  added as
needed at peak hours.  The  supervisors and sales  associates  perform all store
operations,  from  receiving  and  processing  merchandise  and arranging it for
display, to assisting customers.  Each store manager reports to a District Sales
Manager who, in turn, reports to a Regional Sales Manager. Dress Barn employs 10
Regional Sales Managers and  approximately 90 District Sales Managers.  District
sales  managers  typically  visit  each  store  at least  once a week to  review
merchandise levels and presentation,  staff training and personnel  performance,
expense  control,  security,  cleanliness  and  adherence  to Company  operating
procedures.

     The Company  motivates its sales associates  through promotion from within,
creative incentive programs,  competitive wages and the opportunity for bonuses.
Sales associates  compete in a broad variety of Company-wide  contests involving
sales goals and other  measures of  performance.  The  contests  are designed to
boost  store  profitability,  create a  friendly  competitive  atmosphere  among
associates  and offer  opportunities  for  additional  compensation.  Management
believes that Dress Barn's creative incentive programs provide an important tool
for  building   cohesive  and  motivated  sales  teams.  The  Company  has  also
implemented  comprehensive  training  programs  at the  store  level in order to
ensure that the  customer  will  receive  friendly  and helpful  service,  which
include  (i)  on-going  video  training,  (ii)  workbooks  and manuals and (iii)
one-on-one training of sales associates by store managers.



<PAGE>



     In fiscal 1997,  approximately  58% of the Company's sales were paid for by
credit card, with the remainder being by cash or check. The Company utilizes its
own Dress Barn credit card.  Consistent  with the other credit cards it accepts,
the Company  assumes no credit risk with respect to its Dress Barn card but pays
a  percentage  of sales as a service  charge.  The  number of card  holders  has
steadily increased, to approximately 900,000 currently.  The average transaction
on the Dress Barn credit card during fiscal 1997 was approximately 50% more than
the average of all other transactions.

     The Company mainly uses print  advertising that emphasizes  current fashion
apparel at value prices,  as epitomized by Dress Barn's  "fashion at a fraction"
slogan.  The Company also uses direct mail  programs,  with six mailings  during
fiscal 1997, each to approximately one million  households  including its credit
card holders.  At the store level,  the store  supervisors  host local marketing
programs, including fashion shows and in-store events designed to create greater
awareness of Dress Barn's  merchandise.  In addition,  the Company considers its
credit card  program to be a  significant  component in the  development  of its
targeted marketing efforts, enabling it to develop segmented marketing programs.

     Virtually  all of the Company's  stores are open seven days a week.  Stores
located in strip and outlet centers  conform to the hours of other stores in the
center and are open most evenings,  while downtown and free-standing  stores are
usually open two nights per week.


Management Information Systems

     In the past several years, the Company has made a significant investment in
technology to improve customer  service,  gain efficiencies and reduce operating
costs.  Dress Barn has installed an IBM AS/400  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.  In August 1997,  the Company  completed
rolling out to all its stores IBM 4694 point-of-sale  systems with price look-up
capabilities  for both  inventory  and sales  transactions.  These  systems  can
accommodate  substantial  growth in additional  stores with minimal  incremental
investment.  The  Company  has also  developed  a laptop  system  that  delivers
up-to-date store-related information to its Regional Sales Managers.

     The Company's merchandising system tracks merchandise from the inception of
the purchase order,  through  receipt at the  distribution  center,  through the
distribution  planning process,  and ultimately to the point of sale. To monitor
the performance of various styles, management reviews sales and inventory levels
on-line,  organized by department,  class,  vendor,  style, color and store. The
system enables the Company to mark down  slow-moving  merchandise or efficiently
transfer it to stores selling such items more rapidly. Through sophisticated yet
inexpensive  off-the-shelf  systems,  the Company analyzes historical hourly and
projected sales trends to efficiently schedule sales personnel, minimizing labor
costs while producing a higher level of customer  service.  The Company believes
that such investments in technology enhance operating  efficiencies and position
Dress Barn for future growth.



<PAGE>



Trademarks

     The Company has previously been issued U.S. Certificates of Registration of
Trademark  for the  operating  names of its stores and its major  private  label
merchandise.  The Company  believes  the  following  trademarks  are  materially
important to its business:

Trademark                                                     Registration Date
---------                                                     -----------------
Dress Barn                                                        March 5, 1985
Westport, Ltd.                                                  August 20, 1985
Atrium                                                           March 16, 1993
Princeton Club                                                   April 30, 1985
Lise J.                                                       February 15, 1984
Lee David Ltd.                                                      May 7, 1985

      Approximately 10% of the Company's stores currently in operation,  located
in outlet centers,  operate under the name Westport Ltd. and Westport Woman. The
Company  intends to convert most of these stores to the Dress Barn or Dress Barn
Woman name by the end of fiscal 1998.


Employees

          As of July 26, 1997, the Company had approximately  7,100 employees of
whom approximately  4,000 worked part time. A number of temporary  employees are
usually added during the peak selling periods.  None of the Company's  employees
are covered by any collective  bargaining  agreement.  The Company considers its
employee relations to be good.


Seasonality

     The Company's  sales are evenly split between its Fall and Spring  seasons.
Though the Company does not consider its business seasonal,  it has historically
experienced  substantially lower earnings in its second fiscal quarter ending in
January  than during its other three  fiscal  quarters,  reflecting  the intense
promotional  atmosphere that has characterized the Christmas  shopping season in
recent years.  In addition,  the Company's  quarterly  results of operations may
fluctuate  materially  depending on, among other things, the timing of new store
openings,  net sales  contributed  by new  stores,  increases  or  decreases  in
comparable store sales, adverse weather conditions,  shifts in timing of certain
holidays,   changes  in  the  Company's   merchandise  mix  and  the  timing  of
acquisitions.




<PAGE>



Forward-Looking Statements and Factors Affecting Future Performance

     This Annual Report on Form 10-K contains in the "Business"  section, in the
"Properties" section, in the "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere,  forward looking  statements
within the meaning of Section 21E of the  Securities  Exchange  Act of 1934,  as
amended.  These statements  reflect the Company's  current views with respect to
future  events  and  financial  performance.  The  Company's  actual  results of
operations  and future  financial  condition  may differ  materially  from those
expressed  or  implied in any such  forward  looking  statements  as a result of
certain factors set forth below and elsewhere in this Form 10-K.

     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,  woman's apparel fashions,
demographics,  macroeconomic  factors  that may affect the level of spending for
the types of merchandise  sold by the Company and 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, off-price retailers,
specialty  stores,  discount stores and mass  merchandisers,  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  have in the  past  been  more
promotional than they are now and have reduced their selling prices, and certain
of the Company's  competitors  and vendors have opened outlet stores which offer
off-price merchandise. The Company's sales and results of operations may also be
affected by close-outs and going-out-of-business  sales by other women's apparel
retailers.  The Company  may face  periods of strong  competition  in the future
which could have an adverse effect on its financial results.

     The growth of the Company is dependent,  in large part,  upon the Company's
ability to  successfully  execute  its  strategy of adding new stores and taking
advantage of  acquisition  opportunities.  The success of the  Company's  growth
strategy will depend upon a number of factors,  including the  identification of
suitable  markets  and  sites  for new Combo  stores,  negotiation  of leases on
acceptable  terms,  construction  or  renovation  of sites in a timely manner at
acceptable  costs,  and  maintenance of the  productivity  of the existing store
base. In addition,  the Company must be able to hire, train and retain competent
managers and personnel and manage the systems and operational  components of its
growth.  The failure of the Company to open new Combo stores on a timely  basis,
obtain  acceptance  in markets in which it currently has limited or no presence,
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>


     The Company generally  considers three types of acquisition  opportunities:
(i) real estate oriented  acquisitions,  to gain access to attractive  sites and
favorable lease terms;  (ii) other retail operations that could benefit from the
Company's  management  and expertise,  such as other apparel  chains  offering a
complementary  product line; and (iii) alternate channels of distribution,  such
as mail order catalogs.  While the Company has completed a number of real-estate
oriented  acquisitions,  it has not been able to complete an  acquisition of the
types listed in (ii) and (iii) above.  At any given time, the Company  generally
is in  various  stages  of  consideration  of  acquisition  opportunities.  Such
acquisitions  are  subject  to due  diligence,  the  negotiation  of  definitive
agreements and other conditions typical in acquisition transactions,  certain of
which  may be beyond  the  Company's  control.  There is no  assurance  that the
Company will be able to identify  desirable  acquisition  candidates  or will be
successful  in  completing  such  acquisitions,   or  if  completed,   that  the
anticipated benefits of the acquisition will be realized.

     The Company's success also depends in part on its ability to anticipate and
respond to changing  merchandise  trends and  consumer  preferences  in a timely
manner.  Accordingly,  any failure by the Company to  anticipate,  identify  and
respond to changing fashion trends could adversely affect consumer acceptance of
the merchandise in the Company's  stores,  which in turn could adversely  affect
the  Company's  business  and its  image  with  its  customers.  If the  Company
miscalculates either the market for its merchandise or its customers' purchasing
habits,  it may be required to sell a significant  amount of unsold inventory at
below average markups over the Company's  cost, or below cost,  which would have
an  adverse  effect  on  the  Company's   financial  condition  and  results  of
operations.  In addition,  the Company has increased its use of private  brands.
The nature of the Company's  obligations with respect to private brand purchases
may make it more  difficult  to respond to  changing  trends by  reducing  order
quantities.  These  factors  could  result in higher  markdowns  and lower gross
profits to the extent  that sales of private  brand  merchandise  are lower than
expected.

     The Company's  success is largely dependent on the efforts and abilities of
its executive  officers,  particularly  Elliot S. Jaffe,  its Chairman and Chief
Executive  Officer,  and Burt  Steinberg,  its  President  and  Chief  Operating
Officer.  The loss of the services of any of its executive officers could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

     The Company  relies upon its  existing  management  information  systems in
operating and monitoring all major aspects of the Company's business,  including
sales, warehousing,  distribution,  purchasing, inventory control, merchandising
planning and replenishment, as well as various financial systems. Any disruption
in the  operation  of  the  Company's  management  information  systems,  or the
Company's  failure to continue to upgrade,  integrate or expend  capital on such
systems as its business  expands,  would have a material  adverse  effect on the
Company.  In  addition,  any  disruption  in the  operations  of  the  Company's
distribution  center  would  have a  material  adverse  effect on the  Company's
business.



<PAGE>



     The Company's is committed to being leaner and more productive. The Company
is planning to continue to aggressively close or relocate underperforming stores
and  maintain  tight  cost  controls  in all  areas  with a view  to  increasing
shareholder  value.  There can be no assurance that the Company's  strategy will
result in a  continuation  of revenue and profit  growth.  Future  economic  and
industry trends that could impact revenue and profitability  remain difficult to
predict.


ITEM  2.  PROPERTIES

          The Company  leases all its stores.  Store  leases  generally  have an
initial  term  ranging  from 5 to 15 years  with one or more  5-year  options to
extend the lease.  The table below,  covering all stores operated by the Company
on July 26,  1997,  indicates  the number of leases  expiring  during the period
indicated and the number of expiring leases with and without renewal options:


                              Leases        Number with        Number Without
Fiscal Years                 Expiring     Renewal Options      Renewal Options
1998                            122               76                46
1999                            145              122                23
1999                            143              129                14
2000                             93               84                 9
2001-2003                       149              122                27
2004 and thereafter              38               31                 7

Total                           690              564               126


          New store leases generally  provide for a base rent of between $11 and
$18 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 26, 1997,  and  excluding  locations  acquired  after July 26,
1997, for fiscal 1998 are approximately $52.3 million. In addition,  the Company
is also responsible under its store leases for its pro rata share of maintenance
expenses and common charges in strip and outlet centers.

      A  substantial  number of store  leases  give the  Company  the  option to
terminate the lease at little or no cost if certain  specified sales volumes are
not  achieved.   This  affords  the  Company   greater   flexibility   to  close
underperforming  stores.  Usually these provisions are operative only during the
first few years of the lease.

      The Company's  investment in new stores  consists  primarily of inventory,
net of vendor payables,  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.

<PAGE>


      The Company leases its executive  offices and  distribution  facilities in
Suffern, New York. The Suffern facility has a total of 510,000 square feet, with
100,000  square  feet  of  office  space  and  the  remainder  for   merchandise
distribution. This lease expires on April 30, 2007, with three five-year options
to extend the lease.  Management  believes the Suffern facility is sufficient to
meet its current needs and any foreseeable  increase in the Company's store base
resulting from expansion or acquisition.


ITEM  3.  LEGAL PROCEEDINGS

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


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

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


<PAGE>



                                     PART II

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


Market Prices of Common Stock

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

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


                                   Fiscal 1997                  Fiscal 1996
                                    Bid Prices                   Bid Prices
                                High          Low            High          Low
Fiscal Period
First Quarter ...........   $   13.88     $    8.63     $   10.63     $    9.50
Second Quarter ..........   $   17.00     $   13.38     $   10.13     $    8.75
Third Quarter ...........   $   18.75     $   13.38     $   11.75     $    9.00
Fourth Quarter ..........   $   22.00     $   14.75     $   12.25     $    9.25


Number of Record Holders

          The  number of record  holders  of the  Company's  common  stock as of
October 15, 1997 was approximately 2,000.

Dividend Policy

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


<PAGE>



<TABLE>
ITEM 6- SELECTED FINANCIAL DATA
Dollars in thousands except per share                                           
information
<CAPTION>
                                                                                    Fiscal Year Ended
                                               -------------------------------------------------------------------------------------
                                                       July 26,         July 27,         July 29,         July 30,         July 31,
                                                           1997             1996             1995             1994          1993(*)
                                               -------------------------------------------------------------------------------------
<S>                                                    <C>              <C>              <C>              <C>              <C>     
     Net sales                                         $554,843         $515,522         $500,836         $457,325         $419,586
     Cost of sales, including
       occupancy and buying costs                       358,093          337,998          327,166          301,154          274,434
                                               -------------------------------------------------------------------------------------

     Gross profit                                       196,750          177,524          173,670          156,171          145,152

     Selling, general and
       administrative expenses                          135,384          132,176          133,253          120,131          108,565

     Depreciation & amortization                         16,139           15,828           14,063           12,127            9,177

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

     Operating income                                    45,227           26,672           26,354           23,913           27,410

     Interest income- net                                 4,800            3,343            2,670            1,727            2,338
                                               -------------------------------------------------------------------------------------

        Earnings before
          income taxes                                   50,027           30,015           29,024           25,640           29,748

     Income taxes                                        18,260           11,106           10,739            9,487           10,709
                                               -------------------------------------------------------------------------------------

        Net earnings                                    $31,767          $18,909          $18,285          $16,153          $19,039
                                               =====================================================================================

     Earnings per share - primary                         $1.35            $0.84            $0.82            $0.73            $0.86
                                               =====================================================================================
     Earnings per share - fully diluted                   $1.34            $0.84            $0.82            $0.73            $0.86
                                               =====================================================================================


Balance sheet data:
     Working capital                                   $153,579         $122,730         $103,310          $89,051          $83,476
     Total assets                                      $309,502         $265,723         $243,521         $217,863         $202,386
     Long-term debt                                      $3,500           $3,500           $3,500               --               --
     Shareholders' equity                              $232,822         $199,096         $178,938         $159,198         $142,003

Percent of net sales:
     Cost of sales, including
       occupancy and buying costs                         64.5%            65.6%            65.3%            65.9%            65.4%
     Gross profit                                         35.6%            34.4%            34.7%            34.1%            34.6%
     Selling, general and
       administrative expenses                            24.4%            25.6%            26.6%            26.3%            25.9%
     Operating income                                      8.1%             5.2%             5.3%             5.2%             6.5%
     Net earnings                                          5.7%             3.7%             3.7%             3.5%             4.5%
<FN>
Certain  reclassifications  have been made to prior  years' data to conform with
the current year's presentation 
(*) Consists of 53 weeks. All other fiscal years presented consist of 52 weeks.
</FN>
</TABLE>


<PAGE>



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


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 26,           July 27,         July 29,
                                                                                    1997               1996              1995
<S>                                                                                <C>                <C>              <C>   
Net sales                                                                          100.0%             100.0%           100.0%
Cost of sales, including
  occupancy and buying costs                                                        64.5%              65.6%            65.3%
Selling, general and
  administrative expenses                                                           24.4%              25.6%            26.6%
Depreciation and amortization                                                        2.9%               3.1%             2.8%
Writedown of underperforming and
  closed store assets (see footnote 8)                                                 --               0.6%               --
Interest income - net                                                                0.9%               0.6%             0.5%
Earnings before income taxes                                                         9.0%               5.8%             5.8%
Net earnings                                                                         5.7%               3.7%             3.7%
</TABLE>


Fiscal 1997 Compared to Fiscal 1996

                  Net sales increased by 7.6% to $554.8 million for the 52 weeks
ended July 26, 1997 ("fiscal 1997"),  from $515.5 million for the 52 weeks ended
July 27, 1996  ("fiscal  1996"),  due primarily to a 5.4% increase in comparable
store sales.  The increase in comparable  store sales  resulted  primarily  from
better weather  conditions during fiscal 1997 and positive reaction by customers
to the Company's  merchandise  offerings.  The improvement in net sales was also
attributable to an approximately  3.5% increase in total selling square footage,
which was due to the  opening of new  combination  Dress  Barn/Dress  Barn Woman
stores  ("combo  stores"),  which  carry  both  Dress  Barn and Dress Barn Woman
merchandise,  and the conversion of single-format stores into combo stores. This
offset the closing of  underperforming  stores,  which resulted in the number of
stores in operation declining to 690 stores as of July 26, 1997, from 726 stores
in operation as of July 27, 1996.  The Company's  strategy for fiscal 1998 is to
continue   opening   primarily   combo  stores  and   converting   its  existing
single-format   stores  into  combo  stores,   while  aggressively  closing  its
underperforming locations.


<PAGE>



                  Gross  profit  (net sales less cost of goods  sold,  including
occupancy and buying costs)  increased by 10.8% to $196.7  million,  or 35.5% of
net sales, in fiscal 1997 from $177.5 million,  or 34.4% of net sales, in fiscal
1996  period.  The  increase in gross  profit as a  percentage  of net sales was
primarily due to higher initial margins resulting from the increased  percentage
of private brand merchandise, decreased markdowns and lower shrinkage. Occupancy
costs also  decreased as a percentage  of sales as leverage from the increase in
comparable  store  sales  offset  higher  rents  paid for new  stores  and lease
renewals.

                  Selling,   general  and   administrative   ("SG&A")   expenses
increased by 2.4% to $135.4  million,  or 24.4% of net sales, in fiscal1997 from
$132.2 million,  or 25.6% of net sales, in fiscal 1996. The Company's  continued
productivity   improvements  from  the  larger-size   combo  stores,   focus  on
controlling costs and the comparable store sales increase all contributed to the
decline in SG&A as a percentage of sales.

                  Depreciation  expense  increased by 2.0% to $16.1  million for
fiscal 1997 from $15.8  million for fiscal 1996.  Depreciation  expense for both
periods also includes certain  writeoffs related to the closure of 61 stores and
72 stores during the 1997 and 1996 periods, respectively.

                  Interest  income - net  increased by 44.0% to $4.8 million for
fiscal 1997 from $3.3 million for fiscal 1996. The increase  resulted  primarily
from an increase in the Company's investment portfolio.  (See also Notes 1 and 2
to the Consolidated Financial Statements).


Fiscal 1996 Compared to Fiscal 1995

                  Net sales  increased by 2.9% to $515.5 million in fiscal 1996,
from $500.8  million in fiscal 1995.  Same-store  sales  decreased 3.5% from the
prior year.  The Company  operated 726 stores at July 27, 1996,  compared to 766
stores operated at July 29, 1995.

                  The  increase  in net sales in fiscal 1996  resulted  from the
Company's store development  activity.  Although the Company closed 72 stores in
fiscal 1996, the Company  increased its selling square footage  approximately 1%
by opening new stores and converting single-format stores into combo stores. The
decrease in same-store sales in fiscal 1996 resulted  primarily from competitive
pressures,  unseasonable  weather and a general  price  deflation in the women's
apparel retail sector.


<PAGE>



                  Gross  Profit  (net  sales  less  cost  of  sales,   including
occupancy and buying costs) was $177.5 million, or 34.4% of net sales, in fiscal
1996,  compared to $173.7  million,  or 34.7% of net sales,  in fiscal 1995. The
decrease  in gross  profit as a  percentage  of sales  resulted  primarily  from
spreading  relatively fixed occupancy and buying costs over decreased comparable
store sales.

                  Selling, general and administrative  expenses,  expressed as a
percentage of net sales,  decreased  1.0% in fiscal 1996 versus fiscal 1995. The
expense  economies of  converting  stores to larger combo stores and an enhanced
company-wide focus on cost controls contributed to this decrease.  These factors
more than offset the effect of lower  comparable store sales on these relatively
fixed expenses.

                  Depreciation   expense  was  $15.8  million  in  fiscal  1996,
compared  to $14.0  million in fiscal  1995.  The 12.5%  increase in fiscal 1996
resulted primarily from additions to property and equipment for the expansion of
the Company's distribution facility in fiscal years 1994 and 1995.  Depreciation
expense in fiscal 1996 also  included a $3.0  million loss on disposal of closed
store assets versus $2.3 million in fiscal 1995.

                  In the fourth quarter of fiscal 1996, the Company  implemented
the  provisions  of  Statement  of  Financial   Accounting  Standards  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed  Of." This  statement  addresses the timing of  recognition  and the
measurement  of  impairment  of  (a)  long-lived  assets,  certain  identifiable
intangibles,  and goodwill  related to those assets to be held and used, and (b)
long-lived  assets and certain  identifiable  intangibles to be disposed of. The
statement  requires that such assets be reviewed for impairment  whenever events
or changes in  circumstances  indicate  that  their  carrying  amount may not be
recoverable, and that such assets be reported at the lower of carrying amount or
fair value.  The Company  recorded a one time pre-tax  charge of $2.8 million in
fiscal 1996 resulting from adoption of this statement.

                  Interest income - net in fiscal 1996 increased 25% over fiscal
1995.  The increase  resulted  primarily from an increase in the market value of
the Company's managed  municipal bond portfolio.  (See also Notes 1 and 2 to the
Consolidated Financial Statements).

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,  the continued
expansion of its successful  combination store format,  the  implementation of a
new point of sale  register  system  for its stores  and the  relocation  of its
headquarters.  Total capital expenditures were $16.5 million,  $17.1 million and
$22.0  million  in  fiscal  1997,  1996  and  1995,  respectively.  A  total  of
approximately $15 million of capital  expenditures during fiscal 1994 and fiscal
1995 were for the new Suffern  facility.  In conjunction  with the new facility,
the Company  accepted a $3.5  million low  interest  industrial  revenue loan in
fiscal  1995 from New York State Urban  Development  Corporation.  In  addition,
approximately $7 million in capital  expenditures  during fiscal 1997 and fiscal
1996 were for the new point-of-sale system.

<PAGE>

                  The Company's cash, cash  equivalents,  marketable  securities
and investments increased approximately $32.7 million in fiscal 1997 from fiscal
1996.  This was  primarily  due to the increase in earnings.  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 quick
ratio (i.e., the ratio of current assets less inventory to current  liabilities)
has improved  steadily over the past three years (1.75, 1.54 and 1.25 at the end
of fiscal 1997, 1996 and 1995,  respectively).  Merchandise  inventories at July
26, 1997 increased $10.0 million from July 27, 1996 as the Company has continued
to grow its inventory  levels in line with  projected  sales.  The Company's net
cash  provided  by  operations  in fiscal  1997  increased  to $48.4  million as
compared to $35.6 million in fiscal 1996 and $27.6  million in fiscal 1995.  The
increase in fiscal 1997 was due  primarily to the  increase in earnings.  During
this three-year  period,  the Company has increased its cash, cash  equivalents,
marketable  securities  and  investments  by  $62.0  million  and  financed  its
expansion  and  corporate  relocation  while  only  incurring  $3.5  million  in
long-term debt.

                  At July 26, 1997, the Company had $122.9 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 $153.6 million at July 26,
1997. In addition,  the Company had $100 million available in unsecured lines of
credit  bearing  interest  at below  the prime  rate.  The  Company  had no debt
outstanding  under any of the lines at July 26, 1997.  However,  borrowings were
limited by approximately $34 million of outstanding  letters of credit primarily
to vendors for import merchandise purchases.

                  In fiscal 1998, the Company plans to spend approximately $15.3
million to open  approximately 50 additional  stores,  convert  approximately 20
single-format  stores to its larger  combination  store  format and continue its
store  remodeling  program.  In  addition,   the  Company  continues  to  pursue
acquisition opportunities. The Company believes that its cash, cash equivalents,
marketable securities and investments,  together with cash flow from operations,
will be adequate to fund the Company's  proposed  capital  expenditures  and any
other operating requirements.


Inflation

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

                  In fiscal 1996 and fiscal 1995 there was deflation in the cost
of apparel.  The Company believes that this deflation had a modest effect on the
Company's net sales in those fiscal years.




<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 1998.  In addition,  the  Company's  quarterly
results of operations may fluctuate materially depending on, among other things,
the timing of new store openings, net sales contributed by new stores, increases
or decreases in comparable store sales,  adverse weather  conditions,  shifts in
timing of certain holidays and changes in the Company's merchandise mix.



ITEM  8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


ITEM  9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

                  None.



<PAGE>



                                                              PART III


                  The  information  called  for by Items  10,  11,  12 and 13 is
incorporated herein by reference from the definitive proxy statement to be filed
by the Company in connection with its 1997 Annual Meeting of Shareholders.




<PAGE>



                                                               PART IV

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


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

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

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

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

     The following exhibits are filed as part of this Report and except Exhibits
10(oo),  10(pp),  10(qq), 22 and 24 are all incorporated by reference (utilizing
the same exhibit numbers) from the sources shown. 

                                                                 Incorporated By
                                                                  Reference From

3(c)       Amended and Restated Certificate of Incorporation ............    (1)

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

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

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

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




<PAGE>


                                                                 Incorporated By
                                                                  Reference From


4.          Specimen Common Stock Certificate                                (1)

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

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

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

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

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

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

                  10(k)   Wilton, CT store                                   (1)
 
                  10(l)   Danbury, CT store                                  (1)

                  10(m)   Branford, CT store                                 (1)

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

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

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

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

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

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

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

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



<PAGE>


                                                                 Incorporated By
                                                                  Reference From

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

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

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

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

10(jj)            Employment Agreement with David Montieth                   (8)

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

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

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

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

10(pp)            Split Dollar Agreement between Dress Barn and 
                  Steinberg Family Trust f/b/o Jessica Steinberg

10(qq)            Split Dollar Agreement between Dress Barn and 
                  Jaffe 1996 Insurance Trust                    


22.               Subsidiaries of the Registrant

24.               Independent Auditors' Consent

------------------------------------------
     (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.

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

                  The  Company  has not filed any reports on Form 8-K during the
last quarter of the fiscal year ended July 26, 1997.




<PAGE>



ITEM 14.  (c)  EXHIBITS


     All exhibits are incorporated by reference as shown in Item 14(a)3,  except
Exhibits 10(oo), 10(pp), 10(qq), 22 and 24 which are filed as part of this 
Report.


<PAGE>




                                   SIGNATURES

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

                                                       The Dress Barn, Inc.


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

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

    Signature                   Title                                       Date

/s/ ELLIOT S. JAFFE
Elliot S. Jaffe          Chairman of the Board and                      10/23/97
                         Chief Executive Officer
                         (Principal Executive Officer)

/s/ ROSLYN S. JAFFE
Roslyn S. Jaffe          Director and Secretary and Treasurer           10/23/97


/s/ BURT STEINBERG
Burt Steinberg           Director and President                         10/23/97
                         and Chief Operating Officer


/s/ KLAUS EPPLER
Klaus Eppler             Director                                       10/23/97


Donald Jonas             Director                                      


Mark S. Handler          Director                                      


Edward D. Solomon        Director                                      

/s/ ARMAND CORREIA
Armand Correia           Chief Financial Officer (Principal             10/23/97
                         Financial and Accounting Officer)



<PAGE>




                          INDEPENDENT AUDITORS' REPORT



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

We have audited the accompanying  consolidated balance sheets of The Dress Barn,
Inc. and  Subsidiaries  as of July 26, 1997 and July 27,  1996,  and the related
consolidated  statements of earnings,  shareholders'  equity, and cash flows for
each of the three  years in the period  ended  July 26,  1997.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of The Dress Barn, Inc.
and Subsidiaries as of July 26, 1997 and July 27, 1996, and the results of their
operations  and their cash flows for each of the three years in the period ended
July 26, 1997, in conformity with generally accepted accounting principles.



Deloitte & Touche LLP
Stamford, Connecticut
September 12, 1997


<PAGE>


<TABLE>

The Dress Barn, Inc. and Subsidiaries
Consolidated Balance Sheets
<CAPTION>
Dollars in thousands, except share data                                          July 26,                July 27,
ASSETS                                                                               1997                    1996
                                                                       ------------------        ----------------

Current Assets:
<S>                                                                               <C>                     <C>   
     Cash and cash equivalents                                                     $1,124                  $9,517
     Marketable securities and investments (Note 2)                               122,888                  81,788
     Merchandise inventories                                                       99,835                  89,791
     Prepaid expenses and other                                                     2,469                   2,770
                                                                        ------------------        ----------------
        Total Current Assets                                                      226,316                 183,866
                                                                        ------------------        ----------------
Property and Equipment:
     Leasehold improvements                                                        54,261                  51,008
     Fixtures and equipment                                                        92,438                  88,454
     Computer software                                                              7,924                   7,604
     Automotive equipment                                                             301                     342
                                                                        ------------------        ----------------
                                                                                  154,924                 147,408
     Less accumulated depreciation
       and amortization                                                            73,171                  66,503
                                                                        ------------------        ----------------
                                                                                   81,753                  80,905
                                                                        ------------------        ----------------
Other Assets                                                                        1,433                     952
                                                                        ------------------        ----------------
                                                                                 $309,502                $265,723
                                                                        ==================        ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable- trade                                                      $40,168                 $37,199
     Accrued expenses                                                              27,814                  20,903
     Customer credits                                                               2,489                   2,062
     Income taxes payable                                                           2,266                     972
                                                                        ------------------        ----------------
        Total Current Liabilities                                                  72,737                  61,136
                                                                        ------------------        ----------------
Deferred Income Taxes                                                                 443                   1,991
                                                                        ------------------        ----------------
Long-Term Debt (Note 3)                                                             3,500                   3,500
                                                                        ------------------        ----------------
Commitments (Note 6)
Shareholders' Equity:
     Preferred stock, par value $.05 per share:
       Authorized- 100,000 shares
       Issued and outstanding- none                                                    --                      --
     Common stock, par value $.05 per share:
       Authorized- 30,000,000 shares
       Issued- 23,887,538 and 23,573,462
               Shares, respectively
       Outstanding- 22,742,538 and 22,568,462
               Shares, respectively                                                 1,194                   1,179
     Additional paid-in capital                                                    19,856                  16,530
     Retained earnings                                                            218,877                 187,110
     Treasury stock, at cost                                                      (8,214)                 (5,706)
     Unrealized holding gain (loss) on marketable securities                        1,109                    (17)
                                                                        ------------------        ----------------
                                                                                  232,822                 199,096
                                                                        ==================        ================
                                                                                 $309,502                $265,723
                                                                        ==================        ================

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


<PAGE>

<TABLE>

The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Earnings
Dollars in thousands except per share amounts
<CAPTION>
                                                                                           Year Ended
                                                               -----------------------------------------------------------
                                                                          July 26,           July 27,            July 29,
                                                                              1997               1996                1995
                                                               -----------------------------------------------------------
<S>                                                                       <C>                <C>                 <C>     
     Net sales                                                            $554,843           $515,522            $500,836
     Cost of sales, including
       Occupancy and buying costs                                          358,093            337,998             327,166
                                                               -----------------------------------------------------------

     Gross profit                                                          196,750            177,524             173,670

     Selling, general and
       Administrative expenses                                             135,384            132,176             133,253

     Depreciation and amortization                                          16,139             15,828              14,063

     Write-down of underperforming
       And closed store assets (Note 8)                                       ----              2,848                ----
                                                               -----------------------------------------------------------

     Operating income                                                       45,227             26,672              26,354

     Interest income- net                                                    4,800              3,343               2,670
                                                               -----------------------------------------------------------

        Earnings before
          Income taxes                                                      50,027             30,015              29,024

     Income taxes                                                           18,260             11,106              10,739
                                                               -----------------------------------------------------------

        Net earnings                                                       $31,767            $18,909             $18,285
                                                               ===========================================================

     Earnings per share:
            Primary                                                          $1.35              $0.84               $0.82
                                                               ===========================================================

            Fully diluted                                                    $1.34              $0.84               $0.82
                                                               ===========================================================
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>




<PAGE>


<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of
     Shareholders' Equity                                                                                 Unrealized
Dollars and shares in thousands.                                                                         Holding Gain
                                                                         Additional                         (Loss)         Total
                                                         Common Stock     Paid-In   Retained   Treasury  On Marketable Shareholders'
                                                        Shares   Amount   Capital   Earnings     Stock    Securities       Equity
<S>                                                      <C>     <C>      <C>        <C>        <C>          <C>          <C>     
Balance, July 30, 1994                                   22,222  $1,161   $13,827    $149,916   $(5,706)       --         $159,198
Deferred compensation                                        25       1       644                                              645
Employee Stock Purchase Plan activity                        43       2       390                                              392
Shares issued pursuant to exercise of stock options          15       1        86                                               87
Shares issued in connection with purchase
     of JRL Consulting Corp.                                  9       1       109                                              110
Unrealized holding gain on marketable securities                                                                $221           221
Net earnings                                                                           18,285                               18,285

Balance, July 29, 1995                                   22,314   1,166    15,056     168,201    (5,706)         221       178,938
Deferred compensation                                        43       3       183                                              186
Employee Stock Purchase Plan activity                        21       1       226                                              227
Shares issued pursuant to exercise of stock options         190       9     1,065                                            1,074
Unrealized holding loss on marketable securities                                                                (238)         (238)
Net earnings                                                                           18,909                               18,909

Balance, July 27, 1996                                   22,568   1,179    16,530     187,110    (5,706)         (17)      199,096
Deferred compensation                                                       1,160                                            1,160
Employee Stock Purchase Plan activity                        13       1       149                                              150
Shares issued pursuant to exercise of stock options         302      14     2,017                                            2,031
Purchase of treasury stock                                 (140)                                 (2,508)                    (2,508)
Unrealized holding gain on marketable securities                                                               1,126         1,126
Net earnings                                                                           31,767                               31,767
                                                        ---------------------------------------------------------------------------
Balance, July 26, 1997                                   22,743  $1,194   $19,856    $218,877   ($8,214)      $1,109      $232,822
                                                         ==========================================================================
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>

<PAGE>


<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Dollars in thousands                                                                                       Year Ended
<CAPTION>
                                                                            --------------------------------------------------------
                                                                                       July 26,            July 27,         July 29,
                                                                                           1997                1996            1995
                                                                            --------------------------------------------------------
Operating Activities:
<S>                                                                                    <C>                <C>               <C>    
Net earnings                                                                            $31,767             $18,909         $18,285
                                                                            --------------------------------------------------------
Adjustments  to  reconcile  net  earnings  to net  cash  Provided  by  operating
    activities:
      Depreciation and amortization of property and
        Equipment (net)                                                                  13,351              12,855          11,454
      Write-down of underperforming and
        Closed store assets (Note 8)                                                        ---               2,848             ---
      Loss on disposal of closed store assets                                             2,788               2,973           2,301
      (Decrease) increase in deferred income taxes                                       (1,548)                873            (770)
      Deferred compensation                                                               1,159                 185             755
      Changes in assets and liabilities:
         Increase in merchandise inventories                                            (10,044)             (1,746)         (8,444)
         Decrease in prepaid expenses                                                       301                 670             798
         (Increase) decrease in other assets                                               (481)               (331)             60
         Increase (decrease) in accounts payable- trade                                   2,969              (1,225)         (3,276)
         Increase in accrued expenses                                                     6,410               1,403           3,612
         Increase in customer credits                                                       427                 575             346
         Increase (decrease) in income taxes payable                                      1,294              (2,430)          2,507
                                                                            --------------------------------------------------------
       Total adjustments                                                                 16,627              16,650           9,343
                                                                            --------------------------------------------------------

        Net cash provided by operating activities                                        48,394              35,559          27,628
                                                                            --------------------------------------------------------

Investing Activities
    Purchases of property and equipment - net                                           (16,487)            (17,109)        (22,026)
    Sales and maturities of marketable securities and investments                        38,911             110,613          24,548
    Purchases of marketable securities and investments                                  (78,885)           (128,226)        (33,417)
                                                                            --------------------------------------------------------
       Net cash used in investing activities                                            (56,461)            (34,722)        (30,895)
                                                                            --------------------------------------------------------

Financing Activities
    Proceeds from long term debt                                                            ---                 ---           3,500
    Purchase of treasury stock                                                           (2,508)                ---              ---
    Proceeds from Employee Stock Purchase Plan                                              150                 227             392
    Proceeds from stock options exercised                                                 2,032               1,074              86
                                                                            --------------------------------------------------------
      Net cash (used in) provided by financing activities                                  (326)              1,301           3,978
                                                                            --------------------------------------------------------

Net (decrease) increase in cash and cash equivalents                                     (8,393)              2,138             711
Cash and cash equivalents- beginning of period                                            9,517               7,379           6,668
                                                                            --------------------------------------------------------

Cash and cash equivalents- end of period                                                 $1,124              $9,517          $7,379
                                                                            ========================================================

Supplemental Disclosure of Cash Flow Information:
    Cash paid for income taxes                                                          $16,966             $13,840          $9,002
                                                                            ========================================================
<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 26, 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Business

     The Dress Barn, Inc.  (including The Dress Barn, Inc. and it's wholly-owned
subsidiaries  (the  "Company"))  operates a chain of women's  apparel  specialty
stores.  The stores,  operating  principally  under the names  "Dress  Barn" and
"Dress Barn Woman", offer in-season, moderate to better quality fashion apparel.
The Company operates in one business segment.

         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.

         Merchandise inventories

         Merchandise inventories are valued at the lower of cost, on a first-in,
first-out basis, or market as determined by the retail method.

         Property and equipment

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

         Income taxes

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

         Store preopening costs

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

         Cash and cash equivalents

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

<PAGE>

         Marketable securities and investments

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

         Earnings per share (EPS)

     Earnings per share is  calculated  by dividing net earnings by the total of
the  weighted  average  number of common  shares  and common  share  equivalents
outstanding  during the period,  assuming the dilutive  effect of stock options,
computed in accordance with the treasury stock method. The number of shares used
in the computation of primary earnings per share was 23,541,442,  22,413,267 and
22,266,091  for fiscal  1997,  fiscal 1996 and fiscal  1995,  respectively.  The
number of shares used in the computation of fully diluted earnings per share was
23,765,618,  22,629,567 and  22,591,085 for fiscal 1997,  fiscal 1996 and fiscal
1995, respectively.

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS128).  SFAS
128 requires dual  presentation  of basic EPS and diluted EPS on the face of all
income  statements  issued after December 15, 1997 for all entities with complex
capital  structures.  Basic EPS will be  computed  as net income  divided by the
weighted average number of common shares outstanding for the period. Diluted EPS
will reflect the potential dilution that could occur from common shares issuable
through stock options,  warrants and other convertible  securities.  The Company
will adopt this  statement  for  fiscal  1998.  The  Company  expects  that this
statement will not have a material effect on earnings per share.

         Reclassifications

         Certain  amounts  in  prior  years'  financial   statements  have  been
reclassified for comparative purposes.

         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.


<PAGE>


         Stock based compensation

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

Disclosure about fair value of financial instruments

         The fair value of financial instruments classified as current assets or
liabilities  approximate  carrying amount due to the short-term  maturity of the
instruments.  The  fair  value  of long  term  debt,  discounted  using  current
borrowing rates  available for financing with similar terms and maturities,  was
approximately  $2.1  million  and $2.0  million  at the end of the 1997 and 1996
fiscal years, respectively.

2.       MARKETABLE SECURITIES AND INVESTMENTS

         Marketable securities and investments included the following:


<TABLE>
<CAPTION>
                                                                July 26, 1997                          July 27, 1996
                                                                -------------                          -------------
(In 000's)                                                  Fair          Amortized                 Fair          Amortized
                                                            Value             Cost                  Value              Cost
<S>                                                         <C>               <C>                   <C>               <C>   
Money Market Funds                                            $1,893            $1,893                $1,876            $1,876
US Govt. Bonds & Notes                                         8,010             7,983                25,853            25,842
Short Term Investments                                        24,642            24,642                 9,019             9,019
Other Investments                                              9,108             8,917                 5,012             5,012
Tax Free Municipal Bonds                                      77,524            76,457                38,373            38,178
US Govt. Securities Fund                                       1,711             1,887                 1,655             1,878

                                                            $122,888          $121,779               $81,788           $81,805
                                                           =========         =========              ========          =======
</TABLE>




<PAGE>

<TABLE>
<CAPTION>

         The scheduled  maturities of marketable  securities and  investments at
July 26, 1997 are:

Due In                                                                                   Fair Value                Amortized Cost
-------------------                                                                    -------------               --------------
(in 000's)
<S>                                                                                        <C>                         <C>    
One year or less                                                                            $51,528                     $51,448
One year through five years                                                                  65,409                      64,456
Six years through ten years                                                                   2,851                       2,775
Over ten years                                                                                3,100                       3,100

                                                                                           $122,888                    $121,779
                                                                                           =========                   ========
</TABLE>

         Unrealized  holding  gains  and  losses at July 26,  1997  netted to an
unrealized gain of approximately $1.1 million. Proceeds and gross realized gains
from the sale of securities in fiscal 1997, 1996 and 1995 were $38.9 million and
$0.3 million,  $110.6  million and $0.6 million,  and $9.6 million and a loss of
$0.4 million, respectively. For the purposes of determining gross realized gains
and losses, the cost of securities is based upon specific identification.

3.       LONG-TERM DEBT

         The Company has a $3.5  million  unsecured  loan,  due October 1, 2004,
with interest at rates ranging from 0% to 3% over the term of the loan, from the
New York State Urban Development  Corporation.  Interest  commenced  November 1,
1996 and is paid  monthly  thereafter.  The loan  agreement  has no  restrictive
covenants,  but requires a $3.5 million irrevocable letter of credit in favor of
the lender to guarantee its repayment.  The Company had no other  long-term debt
outstanding at any time during the three years ended July 26, 1997.

         At July 26, 1997, the Company had unsecured  lines of credit with three
banks totaling $100 million with interest payable at rates below prime.  None of
the Company's  lines of credit contain any  significant  covenants or commitment
fees.  The  Company had no debt  outstanding  under any of the lines at July 26,
1997.  However,  the credit lines  available were reduced by  approximately  $34
million of outstanding letters of credit.

4.       EMPLOYEE BENEFIT PLANS

         In  August  1995,  the  Company  established  a  defined   contribution
retirement  savings plan  (401(k))  covering all eligible  employees.  This plan
succeeds  the  previous  discretionary   profit-sharing  plan,  with  all  prior
individual  account balances and vesting terms  transferred to the new plan. The
Company has also  established an Executive  Retirement Plan for certain officers
and key  executives  not  participating  in the 401(k)  plan.  Both plans  allow
participants  to defer a portion  of their  annual  compensation  and  receive a
matching  employer  contribution  on a portion of that  deferral.  During fiscal
1997,  1996 and 1995, the Company  incurred  expenses of $692,000,  $712,000 and
$555,000,  respectively,  relating to the contributions to and administration of
the above plans.  The Company also has an Employee Stock  Purchase  Plan,  which
allows  employees  to purchase  shares of company  stock  during each  quarterly
offering period at a 10% discount through weekly payroll deductions. The Company
does not provide any additional postretirement benefits.


<PAGE>


5.       INCOME TAXES

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

<CAPTION>
                                                     Year Ended
(In 000's)                           July 26,         July 27,          July 29,
                                        1997             1996              1995
<S>                                  <C>               <C>               <C>   
Federal:
         Current                     $15,986           $8,428            $8,815
         Deferred                     (1,240)             169              (608)
                              
                                      14,746            8,597             8,207
State:
         Current                       3,822            2,742             2,694
         Deferred                       (308)            (233)             (162)
                                      
                                       3,514            2,509             2,532

Provision for income taxes           $18,260          $11,106           $10,739
                                     ========         ========          =======
</TABLE>

         Significant  components of the Company's  deferred tax  liabilities and
assets were as follows:
<TABLE>
<CAPTION>
                                      July 26,         July 27,         July 29,
(in 000's)                               1997             1996             1995
Deferred tax liabilities:
<S>                                    <C>              <C>               <C>   
Depreciation                           $6,627           $5,433            $6,483
Other items                             1,320            1,316               953
                                  
   Total deferred tax liabilities       7,947            6,749             7,436

Deferred tax assets:
Inventory capitalization 
for tax purposes                        1,449            1,620             2,303
Other items                             6,055            3,138             4,016
                                        
   Total deferred tax assets            7,504            4,758             6,319
                                        

Net deferred tax liabilities           $  443           $1,991            $1,117
                                       ======           ======            ======
</TABLE>

         The net  deferred  tax  liabilities  were  comprised  of  approximately
$237,000  in state  deferred  taxes and  $206,000  in  federal  deferred  taxes.
Following is a reconciliation  of the statutory  Federal income tax rate and the
effective income tax rate applicable to earnings before income taxes:
<TABLE>

<CAPTION>
                                                     Year Ended
                                     July 26,         July 27,          July 29,
                                        1997             1996              1995

<S>                                     <C>              <C>               <C>  
Statutory tax rate                      35.0%            35.0%             35.0%
State taxes - net of federal
  Benefit                                5.1%             5.6%              6.1%
Other - net                             -3.6%            -3.6%             -4.1%

Effective tax rate                      36.5%            37.0%             37.0%
</TABLE>

                            
6.       COMMITMENTS

         Lease commitments
                  The  Company  leases all its stores  and  warehouses.  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. In July 1993,  the Company  entered into a
lease for 510,000 square feet of office and distribution  space in Suffern,  New
York.  The lease has an initial  term of 14 years  with three 5 year  options to
extend the lease.

                  A summary of occupancy costs follows:
<TABLE>

<CAPTION>
                                                     Year Ended
                                     July 26,         July 27,          July 29,
in 000's)                               1997             1996              1995
                             
<S>                                   <C>              <C>               <C>    
Base rentals                          $59,906          $56,113           $47,942
Percentage rentals                        229               94               167
Other occupancy costs                  19,526           19,626            18,299

Total                                 $79,661          $75,833           $66,408
                                     ========         ========           =======
</TABLE>

                  The  following is a schedule of future  minimum  rentals under
noncancellable operating leases as of July 26, 1997 (dollars in thousands):


             Fiscal Year                                                  Amount
            -------------                                           ------------
                1998                                                  $   52,391
                1999                                                      44,375
                2000                                                      35,547
                2001                                                      25,396
                2002                                                      18,126
         Subsequent years                                                 31,410

         Total future minimum rentals                                   $207,245

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

    Leases with related parties
         The Company  leases five  stores  from the Chief  Executive  Officer or
related  trusts.  Future minimum  rentals under leases with such related parties
which  extend  beyond  July  26,  1997,  included  in the  above  schedule,  are
approximately  $404,000  annually and aggregate  $2.1  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 1997,  1996 and
1995 under  these  leases  amounted  to  approximately  $500,000,  $492,000  and
$429,000, respectively.


<PAGE>


7.       STOCK-BASED COMPENSATION PLANS

         At July 26, 1997, the Company had five stock-based  compensation plans.
The Company's  1983  Incentive  Stock Option Plan expired on April 4, 1993,  and
accordingly,  the  Company  can no longer  grant  options  under such plan.  The
Company's 1993 Incentive Stock Option Plan, which contains provisions similar to
the expired plan,  provides for the grant of options to purchase up to 1,250,000
shares of the Company's  common stock. The exercise price of the options granted
under both plans may not be less than the  market  price of the common  stock at
the date of grant.  All options  granted  under both plans vest over a five year
period and  generally  expire after ten years from date of grant.  The Company's
1987  Non-Qualified  Stock  Option  Plan,  which will  expire  December 7, 1997,
provides  for the  granting  of options to purchase  up to  1,000,000  shares of
Common Stock to key employees. At July 26, 1997, there were 805,300 shares under
the 1993 plan and 26,418 shares under the 1987 plan  available for future grant.
The  Company's  1995 Stock  Option  Plan  provides  for the  granting  of either
incentive or non-qualified  options to purchase up to 2,000,000 shares of Common
Stock. As of July 26, 1997, 400,000 options had been issued under the 1995 Stock
Option Plan.  The Company's  Employee  Stock  Purchase Plan allows  employees to
purchase shares of company stock during each quarterly  offering period at a 10%
discount through weekly payroll deductions.

         The following summarizes the activities in all Stock Option Plans:
<TABLE>
<CAPTION>

                                                                                         Weighted Average 
                                                                         Number of        Exercise Price
                                                                           Shares           (Per share)

<S>                                                                       <C>                 <C>   
Outstanding - July 30,1994                                                1,257,342            $ 8.17

         Granted                                                            406,079              8.58
         Exercised                                                          -15,461              5.60
         Canceled                                                          -255,327             10.15


Outstanding - July 29,1995                                                1,392,633            $ 7.04

         Granted                                                            124,750              9.15
         Exercised                                                         -188,829              5.69
         Canceled                                                           -55,261              8.28

Outstanding - July 27,1996                                                1,273,293            $ 8.39

         Granted                                                            882,055              7.43
         Exercised                                                         -302,202              6.68
         Canceled                                                          -106,154             10.11

Outstanding - July 26,1997                                                1,746,992            $ 8.09
                                                                          =========            ======
</TABLE>


     At July 26, 1997, July 27, 1996 and July 29, 1995,  there were  exercisable
484,460 options, 675,914 options and 532,224 options,  respectively,  which have
weighted average  exercise prices of $8.23 per share,  $7.50 per share and $6.50
per share, respectively.

         The  following  table  summarizes   information   about  stock  options
outstanding at July 26, 1997:

<TABLE>
<CAPTION>
                                                                                                     Options Exercised
                                        Number                    Options Granted                 Number          Weighted
                                      Outstanding       Weighted Average    Weighted Average    Exercisable        Average
Range of Exercise Prices            as of 7/26/97       Remaining Life      Exercise Price     as of 7/26/97    Exercise Price
<S>                                    <C>                <C>                    <C>              <C>               <C>  
$3.00  -  $6.00                          485,500           6.87 years             $5.12            185,500           $5.31
 6.50  -  $8.68                          774,515           8.49 years             $8.62             63,149           $8.28
 8.75  -  12.50                          486,977           6.83 years            $10.20            235,811          $10.51

$3.00  - $12.50                        1,746,992           7.58 years             $8.09            484,460           $8.23
================================================================================================================================ 
</TABLE>


         The  estimated  fair value of options  granted  during  fiscal 1997 and
fiscal 1996 was $3.79 and $4.00 per share,  respectively,  for options that were
issued at the market price.  In fiscal 1997, the Company granted 300,000 options
at $5.00 per share, less than the market price on the date of grant, which had a
fair value of $5.36 per share. The Company records  compensation expense for all
stock-based  compensation  plans  using  the  method  prescribed  by  Accounting
Principles Board Opinion No. 25, where compensation expense, if any, is measured
as the excess of the market  price of the stock over the  exercise  price on the
measurement date. No compensation expense is recognized for the Company's option
grants  that have an  exercise  price  equal to the market  price on the date of
grant or for the Company's  Employee Stock Purchase Plan. Had compensation  cost
for the Company's stock option plans been determined  based on the fair value at
the option grant dates for awards in accordance  with the accounting  provisions
of SFAS 123, The  Company's  net earnings and earnings per share for fiscal 1997
and  fiscal  1996 would have been  reduced  to the pro forma  amounts  indicated
below:

                                                             Year Ended
                                                     July 26,           July 29,
                                                        1997               1996
                           
Net earnings (in 000's):
         As reported                                  $31,767            $18,909
         Pro forma                                    $31,226            $18,862

Earnings per share - primary:
         As reported                                    $1.35              $0.84
         Pro forma                                      $1.33              $0.84



<PAGE>



                  The fair values of the  options  granted  under the  Company's
fixed stock option plans  during  fiscal 1997 and fiscal 1996 were  estimated on
the  dates  of grant  using  the  Black-Scholes  option-pricing  model  with the
following  weighted  average  assumptions:  dividend  yield  of  zero,  expected
volatility of  approximately  39.6%,  risk-free  interest rate of  approximately
5.7%, and expected lives of option grants of approximately 5.0 years.  These pro
forma  adjustments  are not  indicative of future period pro forma  adjustments,
when the calculation will apply to all applicable  stock options.  SFAS 123 does
not apply to awards prior to fiscal 1996, and additional  awards in future years
are anticipated.


8.       WRITE-DOWN OF UNDERPERFORMING AND CLOSED STORE ASSETS

                  In fiscal 1996, the Company implemented the provisions of SFAS
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." This  statement  addresses the timing of  recognition
and the measurement of impairment of (a) long-lived assets, certain identifiable
intangibles,  and goodwill  related to those assets to be held and used, and (b)
long-lived  assets and certain  identifiable  intangibles to be disposed of. The
statement  requires that such assets be reviewed for impairment  whenever events
or changes in  circumstances  indicate  that  their  carrying  amount may not be
recoverable, and that such assets be reported at the lower of carrying amount or
fair value.


<PAGE>



QUARTERLY RESULTS OF OPERATIONS (unaudited)
($000 omitted except per share amounts)

<TABLE>
<CAPTION>
                                                        Fourth             Third           Second             First
                                                       Quarter           Quarter          Quarter           Quarter
Year ended July 26, 1997
<S>                                                   <C>               <C>              <C>               <C>     
Net Sales                                             $146,527          $134,103         $131,457          $142,755
Gross Profit,
  less occupancy
  and buying costs                                      54,533            48,309           43,947            49,960
Income Taxes                                             6,446             4,232            3,028             4,554
Net Earnings                                            11,211             7,364            5,268             7,924
Earnings Per Share(*)
       Primary                                           $0.47             $0.32            $0.23             $0.35
       Fully Diluted                                     $0.46             $0.31            $0.22             $0.34
</TABLE>

<TABLE>
<CAPTION>
                                                        Fourth             Third           Second             First
                                                       Quarter           Quarter          Quarter           Quarter
Year ended July 27, 1996
<S>                                                   <C>               <C>              <C>               <C>     
Net Sales                                             $133,871          $125,174         $119,127          $137,351
Gross Profit,
  less occupancy
  and buying costs                                      46,604            43,783           38,750            48,387
Income Taxes                                             3,533             3,018            1,017             3,538
Net Earnings (**)                                        6,016             5,137            1,731             6,025
Earnings Per Share(*)
       Primary                                           $0.27             $0.23            $0.08             $0.27
       Fully Diluted                                     $0.26             $0.23            $0.08             $0.27

<FN>
(*) Earnings per share is computed independently for each period presented. As a
result, the total of the per share earnings for the four quarters does not equal
the annual earnings per share in fiscal 1997 and fiscal 1996.

(**) Include $2.8 million  pre-tax charge for the write-down of  underperforming
and closed store assets (see note 8 to the financial statements).
</FN>
</TABLE>
<PAGE>

                                EXHIBIT 10 (oo)

             AGREEMENT CONCERNING "SPLIT-DOLLAR" LIFE INSURANCE PLAN


                  AGREEMENT made as of the 1st day of January,  1997,  among THE
DRESS BARN, INC. (the "Employer"),  MICHAEL DINSTEIN, as Trustee (the "Trustee")
of the STEINBERG FAMILY TRUST F/B/0 MICHAEL STEINBERG (the "Trust"), BURT B.
STEINBERG and FRANCINE STEINBERG.

WHEREAS:

                  1. The Trust owns a fifty percent  interest in two policies of
insurance  on the  joint  lives  of BURT B.  STEINBERG  and his  wife,  FRANCINE
STEINBERG (the "Insureds").


                  2. The policies of  insurance  owned by the Trust and referred
to in this Agreement  were issued by the JOHN HANCOCK LIFE INSURANCE  COMPANY as
Policy No. 20012191 and by the PRUDENTIAL INSURANCE COMPANY OF AMERICA as Policy
No. 4021402, respectively. In this Agreement, each insurance company is referred
to as the "Insurer",  both insurance  companies are collectively  referred to as
the "Insurers", each policy is referred to as the "Policy" and both policies are
collectively referred to as the "Policies".


                  3. BURT B.  STEINBERG  (the  "Employee")  is  employed  by the
Employer.


                  4. The Employer has agreed to  establish a  split-dollar  life
insurance plan (the "Plan") to assist the Trustee in paying  premiums due on the
Policies.


                  5. The Trust has  agreed  to  assign to the  Employer  certain
specific  rights in and to the  Policies  in  consideration  of  payment  by the
Employer of premiums due on the Policy.


                  NOW, THEREFORE, the Employer, the Trust and the Insureds agree
that:


                  1.  Payment  of  Premiums:  On or before  the date or dates on
which each premium  becomes due (a) the Trust will pay to each Insurer a portion
of the  premium  for the  Policy  issued  by it equal to the  current  term rate
(defined  below)  for the  portion of the  insurance  proceeds  the Trust  would
receive on the death of the last surviving Insured during the year in which such
premium is due and (b) the Employer  will pay to each Insurer the balance of the
premium for the Policy  issued by it. The  "current  term rate" with  respect to
each Policy is (a)

                                                      1

<PAGE>

while the Insureds are both living, an amount equal to the lesser of the issuing
Insurer's  rate for a  joint/survivorship  one year term life  insurance  policy
available to all standard risks or the rate  determined  under the principles of
Revenue  Rulings 64-328 and 66-110  (commonly  known as the "U.S. 38 rates") and
(b) while only one of the  Insureds is living,  an amount equal to the lesser of
the issuing Insurer's rate for a single life one year term life insurance policy
available to all standard risks or the rate  determined  under the principles of
Revenue Rulings 64-328 and 66-110 (commonly known as the "P.S. 58 rates").

                  Notwithstanding the foregoing,  in the event that the Employee
predeceases  his wife,  after the death of the Employee the Employer will pay to
each Insurer the entire premium for the Policy issued by it.

                  2. Dividends:  Dividends declared by the Prudential  Insurance
Company of  America  shall be used to  purchase  paid-up  additions.  The policy
issued by John Hancock Life  Insurance  Company does not provide for the payment
of dividends.


                  3. Policy Ownership and Collateral Assignment:  The Trust will
continue to own each  Policy and shall  assign to the  Employer,  subject to the
terms and  conditions of each Policy and to any superior liens that each Insurer
may have against the Policy issued by it, the following  specific  rights in and
to each Policy:

     (a) The right to obtain,  upon  surrender  of said Policy by the Trust,  an
amount from the surrender  proceeds equal to, but not  exceeding,  the amount of
the Employer's Interest in the Policy (as defined in Paragraph 4 below).

     (b) The right to  collect,  upon a claim by the Trust  under said Policy by
reason of the death of the  Insureds,  an amount from the proceeds  equal to but
not exceeding the amount of the Employer's Interest in the Policy (as defined in
Paragraph 4 below).

     (c) The right to receive  from the Trust upon its  exercise of its right to
obtain loans from the Insurers  with respect to each such Policy the amount,  if
any, by which the  proceeds of said loan exceed the  difference  between (i) the
cash surrender value of such Policy immediately preceding said loan and (ii) the
Employer's Interest in such Policy (as defined in Paragraph 4 below) immediately
preceding said loan.

     As owner of each Policy,  the Trust will  possess and exercise  exclusively
all  remaining  rights  in and to each  Policy  not  otherwise  assigned  to the
Employer by reason of this Agreement,  including,  without limitation, the right
to assign each Policy to a third party,  the right to designate the  beneficiary
or beneficiaries of any death benefit of each Policy in excess of the Employer's
Interest in the Policy and the right to surrender each Policy.

                  The  Employer  agrees that it will not  exercise its rights in
and to the Policies in any way that may conflict  with the exercise by the Trust
of its rights in and to the Policies or


                                                        2

<PAGE>


that may delay or otherwise interfere with receipt by its designated beneficiary
or  beneficiaries  of any  death  benefit  under  each  Policy  in excess of the
Employer's  Interest in the Policy.  The Employer agrees that it will not assign
its rights in and to the  Policies to any person or entity  other than the Trust
without the prior consent of the Trustee.

                  The Trust agrees to notify the Employer of any  assignment  of
its rights in and to each Policy, in whole or in part.


                  4.  Employer's  Interest in the Policy:  With  respect to each
Policy, the amount of the Employer's  interest in the Policy,  wherever referred
to in this  Agreement,  is an amount  equal to the  lesser of (a) the  aggregate
amount of premiums paid by the Employer less the aggregate  amount, if any, paid
by or on behalf of the Trust to the Employer in  reimbursement  of premiums paid
by the Employer, and (b) the net cash value or proceeds of the Policy.


                  5.  Termination  of Agreement:  This  Agreement will terminate
with  respect to each Policy upon  whichever  of the  following  is the first to
occur:

     (a)  Surrender  of the Policy by the Trust (who has the sole and  exclusive
right of surrender).

     (b) Payment by or on behalf of the Trust to the Employer of an amount equal
to the amount of the Employer's Interest in the Policy,  accompanied by a notice
of termination signed by the Trustee.

     (c) The death of the survivor of the Insureds.

     (d)  Termination of the Employee by the Employer for "Cause" (as defined in
Paragraph 6 below).

     (e)  "Retirement"  (as defined in Paragraph 6 below) of the  Employee,  but
only if the Employee engages in "Competitive  Activity" (as defined in Paragraph
6 below) within 24 months after retirement.

     (f) Resignation of the Employee prior to "Retirement" (as defined below).

                  Upon termination of this Agreement and receipt by the Employer
of the amount of the Employer's  Interest in the Policy,  the Employer agrees to
execute such documents as may be reasonably required by the Trust to release the
Employer's rights in and to said Policy.


                  6.       Definitions:


                                                        3

<PAGE>


     (a)  Termination  for  "Cause"  means a  termination  by the  Employer  for
criminal  dishonesty,  repeated acts or omissions which significantly impair the
ability of the Employer to conduct  business in its usual manner  provided  that
the Employer has provided the Employee  with written  notice of each alleged act
or omission, or any other acts or omissions which are determined by arbitration,
in accordance with the applicable rules of the American Arbitration Association,
to be a material  violation of any  employment  agreement in effect from time to
time between the Employer and the Employee  sufficient to justify the Employer's
termination of the Employee's employment.

     (b) Retirement  means the Employee's  Termination of Employment (as defined
in (c) of this  Paragraph 6 below) at or after age 65 or such  earlier age after
age  55  as  shall  be  approved  by  the  Employer,  such  approval  not  to be
unreasonably withheld.

     (c) Termination of Employment means that the Employee is no longer actively
performing  services  for the  Employer on a full-time  basis,  irrespective  of
whether or not the Employee is receiving salary,  continuance pay, is continuing
to  participate  in other employee  benefit  programs or is otherwise  receiving
severance type payments.  A Termination of Employment  shall not include a leave
of absence  approved  by the  Employer,  such  approval  not to be  unreasonably
withheld.  For purposes of this Agreement,  a full time basis,  except as may be
otherwise  provided in any agreement  between the  Participant  and the Company,
shall mean scheduled work of at least thirty (30) hours per week.

     (d) Competitive  Activity means that if employment is terminated during the
term of any employment agreement voluntarily by the Employee, or by the Employer
for cause,  during the two year  period  commencing  on the day  following  such
termination, the Employee will not, within ten (10) miles of the location of any
store then owned by the  Employer  compete  with the Employer by starting up any
business,  or by directly or  indirectly  owning any interest in excess of fifty
(50%)  percent in the equity of any existing  business  which owns or operates a
store in competition with the Employer within such ten (10) mile radius.

     7. Amendment and Effect:  This Agreement contains the entire  understanding
between  the  Trust,  the  Employer  and the  Insureds  concerning  the  matters
addressed herein. This Agreement, or any of its provisions,  may not be amended,
supplemented,  modified or waived unless by a writing  signed by the party to be
bound  thereby.  If any  provision of this  Agreement is  determined to be void,
invalid or  unenforceable,  the remaining  provisions will not be affected,  but
will continue in effect as though such void, invalid or unenforceable  provision
were not  originally a part of this  Agreement.  This Agreement will benefit and
bind the heirs, executors, administrators, personal representatives,  successors
and assigns of each of the parties hereto.  Notwithstanding  the foregoing,  the
Trustee is entering  into this  Agreement  solely in his capacity as Trustee and
not individually.


                                                      4
<PAGE>



     8. Special Provisions:  The following provisions are part of this Agreement
and are  intended to meet the  requirements  of the Employee  Retirement  Income
Security Act of 1974:

                           (a)      The named fiduciary:  The Secretary of the
                                    Employer.

                           (b)      The funding  policy  under this Plan is that
                                    all premiums on the Policy shall be remitted
                                    to the Insurer when due.

                           (c)      Direct  payment by the  Insurer is the basis
                                    of payment of benefits under this Plan, with
                                    those  benefits  in turn being  based on the
                                    payment of premiums as provided in the Plan.

                           (d)      For claims procedure  purposes,  the "Claims
                                    Manager"  shall  be  the  Secretary  of  the
                                    Employer.

                                    (1)     If  for  any   reason  a  claim  for
                                            benefits  under  this plan is denied
                                            by the Employer,  the Claims Manager
                                            shall  deliver  to  the  claimant  a
                                            written  explanation  setting  forth
                                            the specific reasons for the denial,
                                            pertinent  references  to  the  Plan
                                            section   on  which  the  denial  is
                                            based,  such  other  data  as may be
                                            pertinent  and  information  on  the
                                            procedures  to be  followed  by  the
                                            claimant  in  obtaining  a review of
                                            the claim,  all  written in a manner
                                            calculated  to be  understood by the
                                            claimant. For this purpose:
                                                     (A)      The     claimant's
                                                              claim   shall   be
                                                              deemed  filed when
                                                              presented   orally
                                                              or in  writing  to
                                                              the         Claims
                                                              Manager.
                                                     (B)      The         Claims
                                                              Manager's
                                                              explanation  shall
                                                              be   in    writing
                                                              delivered  to  the
                                                              claimant within 90
                                                              days  of the  date
                                                              the    claim    is
                                                              filed.

                                    (2)     The  claimant  shall  have  60  days
                                            following  receipt  of the denial of
                                            the  claim to file  with the  Claims
                                            Manager a written request for review
                                            of the denial.  For such review, the
                                            claimant    or    the     claimant's
                                            representative  may submit pertinent
                                            documents  and  written  issues  and
                                            comments.

                                    (3)     The Claims  Manager shall decide the
                                            issue  on  review  and  furnish  the
                                            claimant  with a copy within 60 days
                                            of receipt of the claimant's request
                                            for   review  of  the   claim.   The
                                            decision  on  review   shall  be  in
                                            writing and shall  include  specific
                                            reasons for the decision, written in
                                            a manner calculated to be understood
                                            by the claimant, as well as specific
                                            references  to  the  pertinent  Plan
                                            provisions on

                                                        5

<PAGE>


                                            which the  decision  is based.  If a
                                            copy  of  the  decision  is  not  so
                                            furnished  to  the  claimant  within
                                            such 60  days,  the  claim  shall be
                                            deemed denied on review.


                  9.  Governing  Law: This Agreement will be governed by and its
validity,  effect and interpretation  determined by the laws of the State of New
York applicable to contracts made and to be performed wholly in that state.


                  9. Further  Assurances:  Each party,  upon the other's request
and  without  cost  to the  other,  agrees  to take  any  action,  and to  sign,
acknowledge and deliver to the other party any additional document, necessary or
expedient to effectuate the purposes of this Agreement.


                  10.   Counterparts:   This   Agreement   may  be  executed  in
counterparts,  each  of  which  will  be  an  original,  which,  together,  will
constitute one Agreement.


                  IN WITNESS WHEREOF,  the parties have signed this Agreement as
of the day and year first written above.



ATTEST:                                          THE DRESS BARN, INC.
 
_______________________                       By:/S/ ARMAND CORREIA
                                                   A Duly Authorized
                                                   Officer

WITNESS:                                         STEINBERG FAMILY TRUST F/B/0
                                                 MICHAEL STEINBERG

_______________________                       By: /S/ NICHAEL DINSTEIN
                                                  MICHAEL DINSTEIN, as Trustee
                                                     and not individually

-----------------------                            /S/ BURT STEINBERG
                                                   BURT B. STEINBERG

-----------------------                            /S/ FRANCINE STEINBERG
                                                   FRANCINE STEINBERG



                                                        6

<PAGE>

                                EXHIBIT 10 (pp)

             AGREEMENT CONCERNING "SPLIT-DOLLAR" LIFE INSURANCE PLAN


                  AGREEMENT made as of the 1st day of January,  1997,  among THE
DRESS BARN, INC. (the "Employer"),  MICHAEL DINSTEIN, as Trustee (the "Trustee")
of the STEINBERG FAMILY TRUST F/B/0 JESSICA STEINBERG (the "Trust"), BURT B.
STEINBERG and FRANCINE STEINBERG.

                  WHEREAS:

                  1. The Trust owns a fifty percent  interest in two policies of
insurance  on the  joint  lives  of BURT B.  STEINBERG  and his  wife,  FRANCINE
STEINBERG (the "Insureds").


                  2. The policies of  insurance  owned by the Trust and referred
to in this Agreement  were issued by the JOHN HANCOCK LIFE INSURANCE  COMPANY as
Policy No. 20012191 and by the PRUDENTIAL INSURANCE COMPANY of AMERICA as Policy
No. 4021402, respectively. In this Agreement, each insurance company is referred
to as the "Insurer",  both insurance  companies are collectively  referred to as
the "Insurers", each policy is referred to as the "Policy" and both policies are
collectively referred to as the "Policies".


                  3. BURT B.  STEINBERG  (the  "Employee")  is  employed  by the
Employer.


                  4. The Employer has agreed to  establish a  split-dollar  life
insurance plan (the "Plan") to assist the Trustee in paying  premiums due on the
Policies.


                  5. The Trust has  agreed  to  assign to the  Employer  certain
specific  rights in and to the  Policies  in  consideration  of  payment  by the
Employer of premiums due on the Policy.


                  NOW, THEREFORE, the Employer, the Trust and the Insureds agree
that:


                  1.  Payment  of  Premiums:  On or before  the date or dates on
which each premium  becomes due (a) the Trust will pay to each Insurer a portion
of the  premium  for the  Policy  issued  by it equal to the  current  term rate
(defined  below)  for the  portion of the  insurance  proceeds  the Trust  would
receive on the death of the last surviving Insured during the year in which such
premium is due and (b) the Employer will pay to each Insurer the balance of the

<PAGE>


premium for the Policy  issued by it. The  "current  term rate" with  respect to
each Policy is (a) while the Insureds  are both  living,  an amount equal to the
lesser of the issuing Insurer's rate for a joint/survivorship one year term life
insurance  policy  available to all standard risks or the rate determined  under
the principles of Revenue Rulings 64-328 and 66-110 (commonly known as the "U.S.
38 rates") and (b) while only one of the Insureds is living,  an amount equal to
the lesser of the  issuing  Insurer's  rate for a single life one year term life
insurance  policy  available to all standard risks or the rate determined  under
the principles of Revenue Rulings 64-328 and 66-110 (commonly known as the "P.S.
58 rates").

                  Notwithstanding the foregoing,  in the event that the Employee
predeceases  his wife,  after the death of the Employee the Employer will pay to
each Insurer the entire premium for the Policy issued by it.

                  2. Dividends:  Dividends declared by the Prudential  Insurance
Company of  America  shall be used to  purchase  paid-up  additions.  The policy
issued by John Hancock Life  Insurance  Company does not provide for the payment
of dividends.


                  3. Policy Ownership and Collateral Assignment:  The Trust will
continue to own each  Policy and shall  assign to the  Employer,  subject to the
terms and  conditions of each Policy and to any superior liens that each Insurer
may have against the Policy issued by it, the following  specific  rights in and
to each Policy:

     (a) The right to obtain,  upon  surrender  of said Policy by the Trust,  an
amount from the surrender  proceeds equal to, but not  exceeding,  the amount of
the Employer's Interest in the Policy (as defined in Paragraph 4 below).

     (b) The right to  collect,  upon a claim by the Trust  under said Policy by
reason of the death of the  Insureds,  an amount from the proceeds  equal to but
not exceeding the amount of the Employer's Interest in the Policy (as defined in
Paragraph 4 below).

     (c) The right to receive  from the Trust upon its  exercise of its right to
obtain loans from the Insurers  with respect to each such Policy the amount,  if
any, by which the  proceeds of said loan exceed the  difference  between (i) the
cash surrender value of such Policy immediately preceding said loan and (ii) the
Employer's Interest in such Policy (as defined in Paragraph 4 below) immediately
preceding said loan.

     As owner of each Policy,  the Trust will  possess and exercise  exclusively
all  remaining  rights  in and to each  Policy  not  otherwise  assigned  to the
Employer by reason of this Agreement,  including,  without limitation, the right
to assign each Policy to a third party,  the right to designate the  beneficiary
or beneficiaries of any death benefit of each Policy in excess of the Employer's
Interest in the Policy and the right to surrender each Policy.


                                                        2
<PAGE>


                  The  Employer  agrees that it will not  exercise its rights in
and to the Policies in any way that may conflict  with the exercise by the Trust
of its rights in and to the  Policies or that may delay or  otherwise  interfere
with receipt by its designated beneficiary or beneficiaries of any death benefit
under  each  Policy in excess of the  Employer's  Interest  in the  Policy.  The
Employer agrees that it will not assign its rights in and to the Policies to any
person or entity other than the Trust without the prior consent of the Trustee.

                  The Trust agrees to notify the Employer of any  assignment  of
its rights in and to each Policy, in whole or in part.


                  4.  Employer's  Interest in the Policy:  With  respect to each
Policy, the amount of the Employer's  interest in the Policy,  wherever referred
to in this  Agreement,  is an amount  equal to the  lesser of (a) the  aggregate
amount of premiums paid by the Employer less the aggregate  amount, if any, paid
by or on behalf of the Trust to the Employer in  reimbursement  of premiums paid
by the Employer, and (b) the net cash value or proceeds of the Policy.


                  5.  Termination  of Agreement:  This  Agreement will terminate
with  respect to each Policy upon  whichever  of the  following  is the first to
occur:

     (a)  Surrender  of the Policy by the Trust (who has the sole and  exclusive
right of surrender).

     (b) Payment by or on behalf of the Trust to the Employer of an amount equal
to the amount of the Employer's Interest in the Policy,  accompanied by a notice
of termination signed by the Trustee.

     (c) The death of the survivor of the Insureds.

     (d)  Termination of the Employee by the Employer for "Cause" (as defined in
Paragraph 6 below).

     (e)  "Retirement"  (as defined in Paragraph 6 below) of the  Employee,  but
only if the Employee engages in "Competitive  Activity" (as defined in Paragraph
6 below) within 24 months after retirement.

     (f) Resignation of the Employee prior to "Retirement" (as defined below).

                  Upon termination of this Agreement and receipt by the Employer
of the amount of the Employer's  Interest in the Policy,  the Employer agrees to
execute such documents as may be reasonably required by the Trust to release the
Employer's rights in and to said Policy.


                                                        3

<PAGE>


                  6.       Definitions:

     (a)  Termination  for  "Cause"  means a  termination  by the  Employer  for
criminal  dishonesty,  repeated acts or omissions which significantly impair the
ability of the Employer to conduct  business in its usual manner  provided  that
the Employer has provided the Employee  with written  notice of each alleged act
or omission, or any other acts or omissions which are determined by arbitration,
in accordance with the applicable rules of the American Arbitration Association,
to be a material  violation of any  employment  agreement in effect from time to
time between the Employer and the Employee  sufficient to justify the Employer's
termination of the Employee's employment.

     (b) Retirement  means the Employee's  Termination of Employment (as defined
in (c) of this  Paragraph 6 below) at or after age 65 or such  earlier age after
age  55  as  shall  be  approved  by  the  Employer,  such  approval  not  to be
unreasonably withheld.

     (c) Termination of Employment means that the Employee is no longer actively
performing  services  for the  Employer on a full-time  basis,  irrespective  of
whether or not the Employee is receiving salary,  continuance pay, is continuing
to  participate  in other employee  benefit  programs or is otherwise  receiving
severance type payments.  A Termination of Employment  shall not include a leave
of absence  approved  by the  Employer,  such  approval  not to be  unreasonably
withheld.  For purposes of this Agreement,  a full time basis,  except as may be
otherwise  provided in any agreement  between the  Participant  and the Company,
shall mean scheduled work of at least thirty (30) hours per week.

     (d) Competitive  Activity means that if employment is terminated during the
term of any employment agreement voluntarily by the Employee, or by the Employer
for cause,  during the two year  period  commencing  on the day  following  such
termination, the Employee will not, within ten (10) miles of the location of any
store then owned by the  Employer  compete  with the Employer by starting up any
business,  or by directly or  indirectly  owning any interest in excess of fifty
(50%)  percent in the equity of any existing  business  which owns or operates a
store in competition with the Employer within such ten (10) mile radius.

                  7. Amendment and Effect:  This  Agreement  contains the entire
understanding  between the Trust,  the Employer and the Insureds  concerning the
matters addressed herein. This Agreement,  or any of its provisions,  may not be
amended,  supplemented,  modified  or waived  unless by a writing  signed by the
party to be bound  thereby.  If any provision of this Agreement is determined to
be  void,  invalid  or  unenforceable,  the  remaining  provisions  will  not be
affected,  but  will  continue  in  effect  as  though  such  void,  invalid  or
unenforceable  provision  were not  originally  a part of this  Agreement.  This
Agreement will benefit and bind the heirs, executors,  administrators,  personal
representatives,   successors  and  assigns  of  each  of  the  parties  hereto.
Notwithstanding  the  foregoing,  the  Trustee is entering  into this  Agreement
solely in his capacity as Trustee and not individually.


                                                        4

<PAGE>



     8. Special Provisions:  The following provisions are part of this Agreement
and are  intended to meet the  requirements  of the Employee  Retirement  Income
Security Act of 1974:

                           (a)      The named fiduciary:  The Secretary of the
                                    Employer.

                           (b)      The funding  policy  under this Plan is that
                                    all premiums on the Policy shall be remitted
                                    to the Insurer when due.

                           (c)      Direct  payment by the  Insurer is the basis
                                    of payment of benefits under this Plan, with
                                    those  benefits  in turn being  based on the
                                    payment of premiums as provided in the Plan.

                           (d)      For claims procedure  purposes,  the "Claims
                                    Manager"  shall  be  the  Secretary  of  the
                                    Employer.

                                    (1)     If  for  any   reason  a  claim  for
                                            benefits  under  this plan is denied
                                            by the Employer,  the Claims Manager
                                            shall  deliver  to  the  claimant  a
                                            written  explanation  setting  forth
                                            the specific reasons for the denial,
                                            pertinent  references  to  the  Plan
                                            section   on  which  the  denial  is
                                            based,  such  other  data  as may be
                                            pertinent  and  information  on  the
                                            procedures  to be  followed  by  the
                                            claimant  in  obtaining  a review of
                                            the claim,  all  written in a manner
                                            calculated  to be  understood by the
                                            claimant. For this purpose:
                                                     (A)      The     claimant's
                                                              claim   shall   be
                                                              deemed  filed when
                                                              presented   orally
                                                              or in  writing  to
                                                              the         Claims
                                                              Manager.
                                                     (B)      The         Claims
                                                              Manager's
                                                              explanation  shall
                                                              be   in    writing
                                                              delivered  to  the
                                                              claimant within 90
                                                              days  of the  date
                                                              the    claim    is
                                                              filed.

                                    (2)     The  claimant  shall  have  60  days
                                            following  receipt  of the denial of
                                            the  claim to file  with the  Claims
                                            Manager a written request for review
                                            of the denial.  For such review, the
                                            claimant    or    the     claimant's
                                            representative  may submit pertinent
                                            documents  and  written  issues  and
                                            comments.

                                    (3)     The Claims  Manager shall decide the
                                            issue  on  review  and  furnish  the
                                            claimant  with a copy within 60 days
                                            of receipt of the claimant's request
                                            for   review  of  the   claim.   The
                                            decision  on  review   shall  be  in
                                            writing and shall  include  specific
                                            reasons for the decision, written in
                                            a manner


                                                        5

<PAGE>


                                            calculated  to be  understood by the
                                            claimant,   as  well   as   specific
                                            references  to  the  pertinent  Plan
                                            provisions  on which the decision is
                                            based.  If a copy of the decision is
                                            not so  furnished  to  the  claimant
                                            within such 60 days, the claim shall
                                            be deemed denied on review.


                  9.  Governing  Law: This Agreement will be governed by and its
validity,  effect and interpretation  determined by the laws of the State of New
York applicable to contracts made and to be performed wholly in that state.


                  9. Further  Assurances:  Each party,  upon the other's request
and  without  cost  to the  other,  agrees  to take  any  action,  and to  sign,
acknowledge and deliver to the other party any additional document, necessary or
expedient to effectuate the purposes of this Agreement.


                  10.   Counterparts:   This   Agreement   may  be  executed  in
counterparts,  each  of  which  will  be  an  original,  which,  together,  will
constitute one Agreement.


                  IN WITNESS WHEREOF,  the parties have signed this Agreement as
of the day and year first written above.

ATTEST:                                          THE DRESS BARN, INC.
 
_______________________                       By:/S/ DAVID MONTIETH
                                                   A Duly Authorized
                                                   Officer

WITNESS:                                         STEINBERG FAMILY TRUST F/B/0
                                                 JESSICA STEINBERG

_______________________                       By: /S/ NICHAEL DINSTEIN
                                                  MICHAEL DINSTEIN, as Trustee
                                                     and not individually

-----------------------                            /S/ BURT STEINBERG
                                                   BURT B. STEINBERG

-----------------------                            /S/ FRANCINE STEINBERG
                                                   FRANCINE STEINBERG


                                                        6

<PAGE>
                                EXHIBIT 10 (qq)

             AGREEMENT CONCERNING "SPLIT-DOLLAR" LIFE INSURANCE PLAN


    AGREEMENT  made as of the 17th day of January,  1997,  among THE DRESS BARN,
INC. (the  "Employer"),  GRACE AWH, as Trustee (the "Trustee") of the JAFFE 1996
INSURANCE TRUST (the "Trust"), DAVID R. JAFFE and HELEN KAHNG JAFFE.

                  WHEREAS:

                  1. The Trust owns two policies of insurance on the joint lives
of DAVID R. JAFFE and his wife, HELEN KAHNG JAFFE (the "Insureds").


                  2. The policies of  insurance  owned by the Trust and referred
to in this Agreement  were issued by the JOHN HANCOCK LIFE INSURANCE  COMPANY as
Policy No.  20012183 and by the PACIFIC MUTUAL LIFE INSURANCE  COMPANY as Policy
No.  1A23192350,  respectively.  In this  Agreement,  each insurance  company is
referred to as the "Insurer", both insurance companies are collectively referred
to as the  "Insurers",  each  policy is  referred  to as the  "Policy"  and both
policies are collectively referred to as the "Policies".


                  3.  DAVID  R.  JAFFE  (the  "Employee")  is  employed  by  the
Employer.


                  4. The Employer has agreed to  establish a  split-dollar  life
insurance plan (the "Plan") to assist the Trustee in paying  premiums due on the
Policies.


                  5. The Trust has  agreed  to  assign to the  Employer  certain
specific  rights in and to the  Policies  in  consideration  of  payment  by the
Employer of premiums due on the Policy.


                  NOW, THEREFORE, the Employer, the Trust and the Insureds agree
that:


                  1.  Payment  of  Premiums:  On or before  the date or dates on
which each premium  becomes due (a) the Trust will pay to each Insurer a portion
of the  premium  for the  Policy  issued  by it equal to the  current  term rate
(defined  below)  for the  portion of the  insurance  proceeds  the Trust  would
receive on the death of the last surviving Insured during the year in which such
premium is due and (b) the Employer will pay to each


<PAGE>



Insurer the balance of the  premium  for the Policy  issued by it. The  "current
term  rate"  with  respect  to each  Policy is (a) while the  Insureds  are both
living,  an amount  equal to the  lesser  of the  issuing  Insurer's  rate for a
joint/survivorship one year term life insurance policy available to all standard
risks or the rate determined under the principles of Revenue Rulings 64- 328 and
66-110  (commonly  known as the "U.S.  38 rates")  and (b) while only one of the
Insureds is living,  an amount equal to the lesser of the issuing Insurer's rate
for a single life one year term life insurance  policy available to all standard
risks or the rate determined under the principles of Revenue Rulings 64- 328 and
66-110 (commonly known as the "P.S. 58 rates").


                  2.  Dividends:  Dividends  declared by the Pacific Mutual Life
Insurance Company shall be used to purchase paid-up additions. The policy issued
by John  Hancock  Life  Insurance  Company  does not  provide for the payment of
dividends.


                  3. Policy Ownership and Collateral Assignment:  The Trust will
continue to own each  Policy and shall  assign to the  Employer,  subject to the
terms and  conditions of each Policy and to any superior liens that each Insurer
may have against the Policy issued by it, the following  specific  rights in and
to each Policy:

                           (a)      The right to obtain, upon surrender of said
Policy by the Trust,  an amount from the  surrender  proceeds  equal to, but not
exceeding,  the amount of the  Employer's  Interest in the Policy (as defined in
Paragraph 4 below).

                           (b)      The right to collect, upon a claim by the
Trust under said Policy by reason of the death of the  Insureds,  an amount from
the proceeds equal to but not exceeding the amount of the Employer's Interest in
the Policy (as defined in Paragraph 4 below).

                           (c) The right to receive from the Trust upon its
exercise of its right to obtain  loans from the  Insurers  with  respect to each
such  Policy the amount,  if any, by which the  proceeds of said loan exceed the
difference  between  (i) the cash  surrender  value of such  Policy  immediately
preceding said loan and (ii) the Employer's  Interest in such Policy (as defined
in Paragraph 4 below) immediately preceding said loan.

                  As owner of each  Policy,  the Trust will possess and exercise
exclusively all remaining rights in and to each Policy not otherwise assigned to
the Employer by reason of this Agreement,  including,  without  limitation,  the
right to  assign  each  Policy to a third  party,  the  right to  designate  the
beneficiary or beneficiaries of any death benefit of each Policy


                                                        2

<PAGE>



in excess of the Employer's Interest in the Policy and the right
to surrender each Policy.

                  The  Employer  agrees that it will not  exercise its rights in
and to the Policies in any way that may conflict  with the exercise by the Trust
of its rights in and to the  Policies or that may delay or  otherwise  interfere
with receipt by its designated beneficiary or beneficiaries of any death benefit
under  each  Policy in excess of the  Employer's  Interest  in the  Policy.  The
Employer agrees that it will not assign its rights in and to the Policies to any
person or entity other than the Trust without the prior consent of the Trustee.

                  The Trust agrees to notify the Employer of any  assignment  of
its rights in and to each Policy, in whole or in part.


                  4.  Employer's  Interest in the Policy:  With  respect to each
Policy, the amount of the Employer's  interest in the Policy,  wherever referred
to in this  Agreement,  is an amount  equal to the  lesser of (a) the  aggregate
amount of premiums paid by the Employer less the aggregate  amount, if any, paid
by or on behalf of the Trust to the Employer in  reimbursement  of premiums paid
by the Employer, and (b) the net cash value or proceeds of the Policy.


                  5.  Termination  of Agreement:  This  Agreement will terminate
with  respect to each Policy upon  whichever  of the  following  is the first to
occur:

                           (a)      Surrender of the Policy by the Trust (who
has the sole and exclusive right of surrender).

                           (b)      Payment by or on behalf of the Trust to the
Employer  of an amount  equal to the amount of the  Employer's  Interest  in the
Policy, accompanied by a notice of termination signed by the Trustee.

                           (c) The death of the survivor of the Insureds.

                           (d)  Termination of the Employee by the Employer
for "Cause" (as defined in Paragraph 6 below).

                           (e)  "Retirement" (as defined in Paragraph 6
below)  of the  Employee,  but  only if the  Employee  engages  in  "Competitive
Activity" (as defined in Paragraph 6 below) within 24 months after retirement.

                    (f) Resignation of the Employee prior to
"Retirement" (as defined below).


                                                       3

<PAGE>



                  Upon termination of this Agreement and receipt by the Employer
of the amount of the Employer's  Interest in the Policy,  the Employer agrees to
execute such documents as may be reasonably required by the Trust to release the
Employer's rights in and to said Policy.


                  6.       Definitions:

                           (a)      Termination for "Cause" means a termination
by the Employer  for  criminal  dishonesty,  repeated  acts or  omissions  which
significantly  impair the  ability of the  Employer  to conduct  business in its
usual manner  provided  that the Employer has provided the Employee with written
notice of each alleged act or omission, or any other acts or omissions which are
determined  by  arbitration,  in  accordance  with the  applicable  rules of the
American Arbitration  Association,  to be a material violation of any employment
agreement  in effect from time to time  between the  Employer  and the  Employee
sufficient to justify the Employer's termination of the Employee's employment.

                           (b)      Retirement means the Employee's Termination
of Employment  (as defined in (c) of this  Paragraph 6 below) at or after age 65
or such  earlier  age after age 55 as shall be approved  by the  Employer,  such
approval not to be unreasonably withheld.

                           (c)      Termination of Employment means that the
Employee  is no  longer  actively  performing  services  for the  Employer  on a
full-time  basis,  irrespective  of whether  or not the  Employee  is  receiving
salary,  continuance pay, is continuing to participate in other employee benefit
programs or is otherwise  receiving  severance type  payments.  A Termination of
Employment shall not include a leave of absence  approved by the Employer,  such
approval not to be unreasonably withheld. For purposes of this Agreement, a full
time basis,  except as may be otherwise  provided in any  agreement  between the
Participant  and the Company,  shall mean scheduled work of at least thirty (30)
hours per week.

                           (d)      Competitive Activity means that if
employment is terminated during the term of any employment agreement voluntarily
by the  Employee,  or by the  Employer  for cause,  during  the two year  period
commencing on the day following such termination,  the Employee will not, within
ten (10) miles of the location of any store then owned by the  Employer  compete
with the  Employer  by starting up any  business,  or by directly or  indirectly
owning  any  interest  in excess of fifty  (50%)  percent  in the  equity of any
existing  business  which  owns or  operates  a store  in  competition  with the
Employer within such ten (10) mile radius.



                                                        4

<PAGE>



                  7. Amendment and Effect:  This  Agreement  contains the entire
understanding  between the Trust,  the Employer and the Insureds  concerning the
matters addressed herein. This Agreement,  or any of its provisions,  may not be
amended,  supplemented,  modified  or waived  unless by a writing  signed by the
party to be bound  thereby.  If any provision of this Agreement is determined to
be  void,  invalid  or  unenforceable,  the  remaining  provisions  will  not be
affected,  but  will  continue  in  effect  as  though  such  void,  invalid  or
unenforceable  provision  were not  originally  a part of this  Agreement.  This
Agreement will benefit and bind the heirs, executors,  administrators,  personal
representatives,   successors  and  assigns  of  each  of  the  parties  hereto.
Notwithstanding  the  foregoing,  the  Trustee is entering  into this  Agreement
solely in his capacity as Trustee and not individually.


                  8. Special  Provisions:  The following  provisions are part of
this  Agreement  and are  intended  to meet  the  requirements  of the  Employee
Retirement Income Security Act of 1974:

                           (a)      The named fiduciary:  The Secretary of the
                                    Employer.

                           (b)      The funding  policy  under this Plan is that
                                    all premiums on the Policy shall be remitted
                                    to the Insurer when due.

                           (c)      Direct  payment by the  Insurer is the basis
                                    of payment of benefits under this Plan, with
                                    those  benefits  in turn being  based on the
                                    payment of premiums as provided in the Plan.

                           (d)      For claims procedure  purposes,  the "Claims
                                    Manager"  shall  be  the  Secretary  of  the
                                    Employer.

                                    (1)     If  for  any   reason  a  claim  for
                                            benefits  under  this plan is denied
                                            by the Employer,  the Claims Manager
                                            shall  deliver  to  the  claimant  a
                                            written  explanation  setting  forth
                                            the specific reasons for the denial,
                                            pertinent  references  to  the  Plan
                                            section   on  which  the  denial  is
                                            based,  such  other  data  as may be
                                            pertinent  and  information  on  the
                                            procedures  to be  followed  by  the
                                            claimant  in  obtaining  a review of
                                            the claim,  all  written in a manner
                                            calculated  to be  understood by the
                                            claimant. For this purpose:
                                          (A)      The claimant's claim shall be
                                                   deemed filed when presented

                                                        5

<PAGE>

                                                     orally or in writing to the
                                                     Claims Manager.
                                                     (B)      The         Claims
                                                              Manager's
                                                              explanation  shall
                                                              be   in    writing
                                                              delivered  to  the
                                                              claimant within 90
                                                              days  of the  date
                                                              the    claim    is
                                                              filed.

                                    (2)     The  claimant  shall  have  60  days
                                            following  receipt  of the denial of
                                            the  claim to file  with the  Claims
                                            Manager a written request for review
                                            of the denial.  For such review, the
                                            claimant    or    the     claimant's
                                            representative  may submit pertinent
                                            documents  and  written  issues  and
                                            comments.

                                    (3)     The Claims  Manager shall decide the
                                            issue  on  review  and  furnish  the
                                            claimant  with a copy within 60 days
                                            of receipt of the claimant's request
                                            for   review  of  the   claim.   The
                                            decision  on  review   shall  be  in
                                            writing and shall  include  specific
                                            reasons for the decision, written in
                                            a manner calculated to be understood
                                            by the claimant, as well as specific
                                            references  to  the  pertinent  Plan
                                            provisions  on which the decision is
                                            based.  If a copy of the decision is
                                            not so  furnished  to  the  claimant
                                            within such 60 days, the claim shall
                                            be deemed denied on review.


                  9.  Governing  Law: This Agreement will be governed by and its
validity,  effect and interpretation  determined by the laws of the State of New
York applicable to contracts made and to be performed wholly in that state.


                  9. Further  Assurances:  Each party,  upon the other's request
and  without  cost  to the  other,  agrees  to take  any  action,  and to  sign,
acknowledge and deliver to the other party any additional document, necessary or
expedient to effectuate the purposes of this Agreement.


                                                        6

<PAGE>


                  10.      Counterparts:  This Agreement may be executed in
counterparts, each of which will be an original, which,
together, will constitute one Agreement.


                  IN WITNESS WHEREOF,  the parties have signed this Agreement as
of the day and year first written above.


ATTEST:                                           THE DRESS BARN, INC.



____________________                        By:/S/ DAVID MONTIETH
                                                A Duly Authorized
                                                    Officer


WITNESS:                                       JAFFE 1996 INSURANCE TRUST


_____________________                         By:/S/ GRACE AWH
                                                 GRACE AWH, as Trustee
                                                  and not individually


---------------------                           /S/ DAVID R. JAFFE
                                                  DAVID R. JAFFE



---------------------                            /S/ HELEN KAHNG JAFFE
                                                  HELEN KAHNG JAFFE
                           7

<PAGE>



                                                             EXHIBIT 22


                              THE DRESS BARN, INC.

                         SUBSIDIARIES OF THE REGISTRANT
                                (All 100% Owned)


                                                                      State of
Subsidiary                                                         Incorporation


D.B.R., Inc.                                                         Delaware

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

Raxton Corp. (**)                                                  Massachusetts
 
JRL Consulting Corp. (**)                                           New Jersey

D.B.X. Inc.                                                          New York



(**) Inactive Subsidiary

<PAGE>




                                   EXHIBIT 24


                          INDEPENDENT AUDITORS' CONSENT




     We consent to the incorporation by reference in Registration Statement Nos.
33-16857,  33-17488,  33-47415,  33-60196  and  333-18135  of our report,  dated
September  12, 1997,  appearing in this Annual  Report on Form 10-K of The Dress
Barn, Inc. and Subsidiaries for the year ended July 26, 1997.







Deloitte & Touche LLP
Stamford, Connecticut
October 23, 1997