SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K
              ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 27, 2002           Commission file number 0-11736

                              THE DRESS BARN, INC.
             (Exact name of registrant as specified in its charter)

Connecticut                                                      06-0812960
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

30 Dunnigan Drive, Suffern, New York                                 10901
(Address of principal executive offices)                           (Zip Code)

                                 (845) 369-4500
              (Registrant's telephone number, including area code)


          Securities registered pursuant to Section 12(g) of the Act:

                              Title of each class
                           Common Stock $.05 par value

Indicate  whether the registrant (1) has filed all reports  required to be filed
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ].

Indicate if disclosure of delinquent  filers  pursuant to Item 405 of Regulation
S-K  is not  contained  herein,  and  will  not be  contained,  to the  best  of
registrant's  knowledge,  in the definitive  proxy  incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [ ].


As of October 15, 2002, 37,034,276 shares of common shares were outstanding. The
aggregate  market  value of the common  shares  (based upon the October 14, 2002
closing price of $15.01 on the NASDAQ Stock Market) of The Dress Barn, Inc. held
by  non-affiliates  was approximately  $439.1 million.  For the purposes of such
calculation, all outstanding shares of Common Stock have been considered held by
non-affiliates,  other than the 8,259,810 shares beneficially owned by Directors
and  Executive  Officers  of the  registrant.  In making such  calculation,  the
registrant  does not  determine  the  affiliate or  non-affiliate  status of any
shares for any other purpose.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the  registrant's  Proxy  Statement  for  the  Annual  Meeting  of
Shareholders  to be held on December 9, 2002 are  incorporated  into Parts I and
III of this Form 10-K.

                                   Cover Page

<PAGE>

                              THE DRESS BARN, INC.
                                    FORM 10-K
                         FISCAL YEAR ENDED JULY 27, 2002
                                TABLE OF CONTENTS

PART I                                                                     PAGE
         Item 1    Business
                       General                                               3
                       Company Strengths and Strategies                      3
                       Merchandising                                         6
                       Buying and Distribution                               7
                       Store Locations and Properties                        7
                       Operations and Management                            10
                       Advertising and Marketing                            11
                       Management Information Systems                       11
                       Trademarks                                           11
                       Employees                                            12
                       Seasonality                                          12
                       Forward-Looking Statement and Factors
                             Affecting Future Performance                   14
         Item 2    Properties                                               14
         Item 3    Legal Proceedings                                        14
         Item 4    Submission of Matters to a Vote of
                       Security Holders                                     15
         Item 4A   Executive Officers of the Registrant                     15

PART II
         Item 5    Market for Registrant's Common Stock and
                       Related Security Holders Matters                     17
         Item 6    Selected Financial Data                                  18
         Item 7    Management's Discussion and Analysis of
                       Financial Condition and Results of Operations        19

         Item 8   Financial Statement and Supplementary Data                24
         Item 9   Changes in and Disagreements with Accountants
                       on Accounting and Financial Disclosure               24

PART III
         Item 10  Directors and Executive Officers of the Registrant        24
         Item 11  Executive Compensation                                    24
         Item 12  Security Ownership of Certain Beneficial Owners
                       and Management                                       24
         Item 13  Certain Relationships and Related Transactions            24

PART IV
         Item 14  Exhibits, Financial Statement Schedules and Reports
                       on Form 8-K                                          25

<PAGE>
                                     PART I

ITEM 1.  BUSINESS


General


     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  career and
casual fashion to the working woman at value prices. The Company  differentiates
itself  from (i)  off-price  retailers  by its  carefully  edited  selection  of
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.  As part of this focus,  the
Company  has   successfully   developed   its  own  brand,   which   constituted
approximately  90% of net sales for the fiscal year ended July 27, 2002 ("fiscal
2002").


     The Company  operates  primarily  combination  Dress  Barn/Dress Barn Woman
stores ("Combo Stores"), which carry both Dress Barn and larger-sized Dress Barn
Woman  merchandise,  as well as  freestanding  Dress  Barn and Dress  Barn Woman
stores.  As of July 27, 2002,  the Company  operated 754 stores in 43 states and
the District of Columbia,  consisting of 483 Combo Stores, 211 Dress Barn stores
and 60 Dress Barn  Woman  stores.  The Dress  Barn and Dress  Barn Woman  stores
average  approximately 4,500 and approximately 4,000 square feet,  respectively,
and the Combo Stores average approximately 8,500 square feet.


     On  September  18, 2002,  the  Company's  Board of  Directors  approved the
initiation of a "Dutch  Auction" Tender Offer by the Company to purchase up to 8
million shares of its outstanding  common stock at a price per share of not less
than  $15.00  nor in excess of $17.00  per share.  The  tender  offer  commenced
September  19, 2002 and is scheduled  to expire,  unless  extended,  October 18,
2002.


Company Strengths and Strategies


     Dress Barn strives to be the preferred career and casual women's  specialty
store  for the  moderate  customer  (size 4 to 24),  providing  current  fashion
merchandise at value price points in a comfortable  shopping  environment with a
strong  focus on  customer  service.  The Company  caters to the  time-pressured
working women who want their shopping trips to be efficient. To accommodate this
customer,  the Company  locates its stores  primarily in nearby  strip  shopping
centers and operates most of these stores seven days and six nights a week.  The
Company  seeks to  maintain  a  distinct  fashion  point of  view,  editing  its
assortments  frequently,  in  accordance  with its targeted  customer's  tastes.
Merchandise  is arranged  conveniently  by  lifestyle  and  category.  Customers
develop a high degree of confidence  that they will quickly find the styles that
match their preferences. This, along with attentive service, which Dress Barn is
known for, helps to create a loyal repeat customer.


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

<PAGE>

     Since the  Company's  formation  in 1962,  Dress Barn has  established  and
reinforced  its image as a source of fashion  and value,  focusing on its target
customer - fashion minded  working women.  The Company has built its brand image
as a core resource for a stylish,  value-priced  assortment of career and casual
fashions  tailored  to its  customers'  needs.  The  Company's  over  750  store
locations in 43 states provide it with a nationally  recognized  brand name. The
Company has developed  long-standing  relationships with its existing customers,
enjoying strong customer loyalty. The Company's customer database program tracks
customer transactions.


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


     Over the past several years,  the Company has been gradually  repositioning
itself to appeal to a  younger-feeling  customer while maintaining the Company's
focus on its target customer. This repositioning includes enhancing the existing
Dress Barn  image,  building  brand  awareness  through  various  marketing  and
advertising campaigns,  adopting a new logo and creating a "personality" for the
Dress Barn brand that is unique and proprietary to the  marketplace.  To enhance
the  development  of the Dress Barn brand,  the Company  changed and updated its
in-store  graphics,  newspaper ads, and developed a new prototype  store format.
During this period,  the Company has expanded the use of its dressbarn(R)  label
to virtually  all its  merchandise  offerings,  emphasizing  quality,  value and
fashion.


     During  fiscal  2002,  the  Company  engaged  a  national  firm to  conduct
extensive  customer surveys to better  understand its customers,  their concerns
and issues,  as well as those who have never shopped or used to shop Dress Barn.
The goal  was to  enhance  the  Company's  branding  and  advertising  strategy,
culminating  with a  comprehensive  brand  image  campaign to  strengthen  brand
awareness as well as bring new customers for the Spring 2003 selling season.  In
September  2002,  the Company  hired  Vivian  Behrens as Senior Vice  President,
Marketing.  Ms. Behrens previously held senior marketing  positions at Avon, The
Limited  Inc.,  and  Charming  Shoppes,  Inc.,  and was formerly a member of the
Company's  Board of Directors.  Ms. Behrens will be  responsible  for all of the
Company's  marketing,  including brand  development  and brand image  campaigns,
advertising, sales promotion and the internet.


     The  Company's   merchandise  offerings  reflect  a  focused  and  balanced
assortment of career and casual fashions tailored to its customers' demands. The
merchandise mix has evolved to younger and  contemporary in style,  including in
its mix more  fashion  merchandise.  The  Company  has  shifted  its focus  from
structured, career looks to softer outfit dressings and assortments. The Company
has  traded  up its  fabrications,  offering  value,  style  and  fashion  while
maintaining  its quality and price  points.  The Company  attempts to insure its
merchandise sizes are true, the fit is consistent, it is easy to care for and is
long lasting  wear.  In February  2002,  the Company  promoted  Keith Fulsher to
Senior Vice President and General  Merchandising  Manager,  responsible  for all
merchandising,  product  development,  merchandise  planning  and  store  visual
presentation.  Mr.  Fulsher  had been with the  Company  for eight  years,  most
recently as Merchandise Manager, Sportswear.  Previously he was at Macy's for 18
years, leaving as Group Vice President of Better Sportswear.


     The Company's  stores reflect newness and fashion,  with key items in depth
accented by six floorset  changes a year.  Stores receive  shipments daily for a
constant flow of new looks to keep the assortments fresh and exciting. Lifestyle
merchandising  is key;  emphasizing  mix and match outfit dressing within strong
color stories.  The Company has a store design prototype that features an easier
to shop layout,  warmer colors and redesigned fixtures and in-store graphics for
enhanced  merchandise  presentation.  During fiscal 2002, the Company updated to
the prototype design or remodeled approximately 100 stores; the Company plans to
update or remodel  approximately  100 of its store  locations  during its fiscal
year ending July 26, 2003 ("fiscal 2003").

<PAGE>

     Dress  Barn has used  technology  to  improve  merchandising  and  customer
service, reduce costs and enhance productivity. The Company continues to enhance
its management  information  systems.  The Company utilizes a field  information
system for all its Regional and District  Sales  Managers via laptop  computers,
providing sales,  inventories and other  operational  data. The Company upgraded
its  back-office  store system  software during fiscal 2002, with plans to begin
upgrading  its store  locations'  cash  register  software  and  hardware  to an
enhanced PC-based system during fiscal 2003. The Company's  distribution  center
systems continue to be refined, further reducing per-unit distribution costs.


     All aspects of Dress  Barn's  stores are designed to be  responsive  to the
Dress Barn customer.  In past customer  surveys,  customer service was viewed as
superior  and was a  competitive  advantage.  Since  1962,  the Company has been
consistent in targeting  price-conscious  and fashion-minded  working women. The
convenient  locations  of the  Company's  stores  primarily  in strip and outlet
centers,  carefully edited coordinated merchandise with all items going together
and matching,  arranged for ease of shopping,  comfortable store environment and
friendly  customer  service  embody Dress Barn's strong focus on its  customers.
Dress Barn's  training  program  encourages its customer  service  associates to
assist  customers  in a low-key  and  friendly  manner.  The Company has various
programs to  recognize  and reward its best  customer  service  associates.  The
Company  believes it enhances its  customers'  shopping  experience  by avoiding
aggressive sales tactics that would result from a commission-based  compensation
structure.


     The  Company  continually  seeks  to  reduce  costs in all  aspects  of its
operations and to create  cost-consciousness at all levels. The Company believes
that its highly liquid  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   potential
acquisitions.  The Company  believes its tender offer which commenced  September
19, 2002 and expires October 18, 2002,  unless extended,  is consistent with its
goal of maximizing  shareholder value, giving its shareholders an opportunity to
sell shares back to the Company at a favorable  price with no transaction  fees.
Upon completion of the tender offer,  shareholders  will realize a proportionate
increase in their relative  ownership  interest in the Company's future earnings
and assets, subject to the issuance of additional securities.


     Based on the economic success of its larger size Combo Stores,  most fiscal
2003 store openings will probably be Combo Stores between 8,000 and 9,000 square
feet.  Combo  Stores  provide  the  Company  with  greater  presence in shopping
centers,  give the Company more leverage in negotiating lease terms,  enable the
Company to achieve lower operating cost ratios and offer  increased  flexibility
in   merchandise   presentation.   The  Company   has  also  been   successfully
experimenting with opening smaller, freestanding Dress Barn and Dress Barn Woman
stores,  especially in downtown,  urban or other higher-rent  areas. The Company
has also  purchased  locations from bankrupt  retailers,  most of which were too
small for a Combo and were opened as  freestanding  locations.  Of the 74 stores
the Company  opened  during  fiscal 2002,  51 were Combo  locations  and 23 were
freestanding  locations.  The Company has an ongoing  program of converting  its
older  freestanding  stores to Combo Stores.  Eight stores were converted during
fiscal 2002. The Company  expects to continue to open stores  primarily in strip
centers,  as well as in  downtown  and outlet  locations.  In fiscal  2003,  the
company plans to open  approximately  55 new stores and convert 5 to 10 existing
stores to Combo Stores,  including  expanding  into new markets such as Southern
California.


     In conjunction with its strategy of adding mostly Combo Stores, the Company
continues to close or relocate its underperforming  locations and closed 32 such
locations during fiscal 2002,  compared to 37 closed in fiscal 2001. The Company
also plans to close  approximately  30 more such  locations in fiscal 2003.  The
Company  has the  option  under a  substantial  number  of its  store  leases to
terminate  the lease at little or no cost if  specified  sales  volumes  are not
achieved,   affording  the  Company   greater   flexibility   to  close  certain
underperforming  stores.  The Company's  continued opening of new stores, net of
store  closings,  resulted in an  aggregate  store  square  footage  increase of
approximately 6% in fiscal 2002, after a 7% increase in fiscal 2001.


<PAGE>

     The Company marketing programs focus on developing  stronger  relationships
with its existing customers and acquiring new customers.  One major asset is the
Dress Barn credit card;  with almost 2 million  cardholders,  giving the Company
the  ability  to  "talk" to and  reward  its best  customers.  The  credit  card
purchasing  information,  combined with  transactional  data from the stores, is
creating a customer database for our customer  relationship  management  ("CRM")
system.  The CRM database is designed to track customer  transactions,  with the
ability to target  customers  with  specific  offers and  promotions,  including
coupons,  pre-sale  announcements,  and special  events.  The CRM database  also
enhances the Company's  direct mail program,  providing more  productive  direct
mail lists as well as targeting  potential customers within each store's trading
area and for new stores.  The  Company  believes  these  efforts can lead to new
customers  as well as a more  loyal  customer  base.  The  Company  believes  it
complies with current  consumer privacy rules and regulations for the protection
of its customers.


     Dress Barn continually seeks to improve the customer's shopping experience.
The Company's  enhanced store systems enable store managers and store associates
to spend more time servicing customers. The Company utilizes an ongoing training
program to improve customer service and the product knowledge and selling skills
of its store associates.  The Company recently implemented its new DVDi Learning
Management  System (LMS),  where  customer  service  associates are able to take
tests and plans to have the results tracked centrally for consistency across all
of its stores.  The LMS system is part of the new back-office store system which
also included  automated time and attendance,  quicker processing of credit card
applications and integrated email and messaging.


     Due  to the  continued  operating  losses  of its  catalog  and  e-commerce
operations  and  significant   weaknesses  in  its  new  fulfillment  and  order
processing  software,   the  Company  suspended  all  mailing  of  catalogs  and
e-commerce  sales in November 2001. The Company  believes direct selling via its
internet site represents a complementary channel of distribution to its existing
core business and can help drive store traffic.  The Company is reevaluating its
direct selling  strategy and intends to resume  selling a limited  assortment of
merchandise via its web site (www.dressbarn.com) and via telephone during fiscal
2003.


Merchandising


     Virtually all  merchandising  decisions  affecting the Company's stores are
made  centrally.  Day to day store  merchandising  is under the direction of the
General  Merchandise  Manager  and five  additional  merchandise  managers.  The
Company  utilizes  a Visual  Merchandising  Department  to  communicate  various
floorsets and presentations to the stores.  The Company generally has 6 complete
floorset  changes  per  year to keep  its  merchandise  presentation  fresh  and
exciting.  There is a constant flow of new merchandise to the stores to maintain
newness. Store prices and markdowns are determined centrally but may be adjusted
locally in response to competitive  situations.  Generally,  the majority of the
merchandise  sold by the  Company is  uniformly  carried by all  stores,  with a
percentage varied by management  according to regional or consumer tastes or the
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  offers   first-quality  in  season  merchandise,   with
approximately  65%  of the  Company's  sales  volume  derived  from  sportswear,
including sweaters,  knit and woven tops, pants and skirts. The remainder of the
Company's  sales  volume  consists of dresses,  suits,  blazers,  outerwear  and
accessories.  Dress  Barn  Woman  merchandise  features  larger  sizes of styles
similar to Dress Barn  merchandise.  The Company's  Petite  departments  feature
merchandise  similar to Dress barn  merchandise in petite sizes.  In addition to
the Company's  broad  assortment of career and casual wear,  the Company  offers
other wardrobe items including in selected stores accessories,  jewelry, hosiery
and shoes. There are separate  merchandising teams for Dress Barn and Dress Barn
Woman.

<PAGE>

     The Company's  direct sourcing of its merchandise  purchasing  improves its
control over the flow of merchandise  into its stores and enables the Company to
better specify  quantities,  styles,  colors, size breaks and delivery dates. In
addition,  the  Company  believes  its  direct  sourcing  provides  it with more
flexibility in the marketing  process by allowing for higher  initial  mark-ons.
The  Company  believes  it has the  expertise  to  execute  its Dress Barn brand
strategy due to its extensive  experience  sourcing goods (primarily  overseas),
its position as a merchandiser of established fashions, and its prior experience
with private  brands.  The percentage of the Company's  sales generated from all
private brand labels has increased to approximately  90% in fiscal 2002 from 80%
in fiscal 2001.


     The  Company  continues  to expand the  number of its stores  with shoe and
petite-size  departments.  As of July 27, 2002, 309 stores had shoe  departments
and  143  stores  featured   petites.   The  Company   currently  plans  to  add
approximately 20 shoe departments and add approximately 20 petite departments in
fiscal 2003.


Buying and Distribution


     Buying is conducted on a  departmental  basis for Dress Barn and Dress Barn
Woman by the Company's staff of over 45 buyers and assistant  buyers  supervised
by the General  Merchandise Manager and five merchandise  managers.  The Company
also uses  independent  buying  representatives  in New York and  overseas.  The
Company obtains its merchandise from  approximately  200 vendors,  and no vendor
accounted  for over 5% of the  Company's  purchases.  In  fiscal  2002,  imports
accounted for over 50% of merchandise purchases and no vendor accounted for over
5% of the  Company's  purchases.  Typical  lead times for the  Company in making
purchases from its vendors range from  approximately one month for items such as
dresses,  t-shirts, socks and hosiery to approximately six months for items such
as suits and sweaters.


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


     The Company generally does not warehouse store 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.


Store Locations and Properties


     As of July 27, 2002,  the Company  operated 754 stores in 43 states and the
District  of  Columbia.  369 of the stores  were  conveniently  located in strip
centers and 289 stores were located in outlet  centers.  During  fiscal 2002, no
store accounted for as much as 1% of the Company's total sales. The table on the
following page indicates the type of shopping  facility in which the stores were
located:

<PAGE>

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

<S>                                                           <C>                   <C>               <C>              <C>
Strip Shopping Centers                                               122                   26                221              369
Outlet Malls and Outlet Strip Centers                                 55                   23                211              289
Free Standing, Downtown and Enclosed Malls                            34                   11                 51               96(*)

Total                                                                211                   60                483              754
                                                                     ---                   --                ---              ---

<FN>
(*) Includes 31 downtown locations
</FN>
</TABLE>


     The table on the  following  page  indicates the states in which the stores
operating on July 27, 2002 were located, and the number of stores in each state:


<PAGE>
<TABLE>
<CAPTION>
Location                                                                    DB                DBW              Combos
                                                                       -------            -------              ------
<S>                                                                    <C>                <C>                  <C>
Alabama                                                                      -                  -                   6
Arizona                                                                      1                  -                   7
Arkansas                                                                     -                  -                   2
California                                                                  20                  3                  21
Colorado                                                                     3                  1                   8
Connecticut                                                                  7                  3                  22
District of Columbia                                                         2                  1                   1
Delaware                                                                     3                  1                   3
Florida                                                                     12                  1                  15
Georgia                                                                      3                  1                  20
Idaho                                                                        -                  -                   2
Illinois                                                                     3                 1-                  24
Indiana                                                                      4                  -                   9
Iowa                                                                         -                  -                   4
Kansas                                                                       -                  -                   5
Kentucky                                                                     1                  -                   6
Louisiana                                                                    -                  -                   5
Maine                                                                        2                  1                   -
Maryland                                                                     5                  3                  19
Massachusetts                                                               12                  2                  26
Michigan                                                                     8                  1                  21
Minnesota                                                                    1                  -                   7
Mississippi                                                                  -                  -                   6
Missouri                                                                     4                  2                  14
Nebraska                                                                     -                  -                   4
Nevada                                                                       2                  -                   5
New Hampshire                                                                1                  -                   5
New Jersey                                                                  22                  9                  18
New York                                                                    27                  5                  38
North Carolina                                                              10                  5                  18
Ohio                                                                         4                  1                  16
Oklahoma                                                                     -                  -                   2
Oregon                                                                       2                  2                   3
Pennsylvania                                                                23                  7                  18
Rhode Island                                                                 1                  -                   3
South Carolina                                                               6                  3                   8
Tennessee                                                                    3                  2                  11
Texas                                                                        4                  1                  39
Utah                                                                         0                  0                   5
Vermont                                                                      -                  -                   2
Virginia                                                                    13                  3                  22
Washington                                                                   1                  1                   5
West Virginia                                                                -                  -                   1
Wisconsin                                                                    1                  -                   7

Total                                                                      211                 60                 483
                                                                           ---                 --                 ---
</TABLE>

<PAGE>

Operations and Management


     In considering new store locations,  the Company's focus is on expanding in
its existing major trading and  high-density  markets,  in certain cases seeking
downtown  or urban  locations  and/or  adding to a cluster of  suburban or other
locations.  Downtown and urban  locations  are  considered  based on  pedestrian
traffic  and  daytime  population,  proximity  to major  corporate  centers  and
occupancy costs at the location, which are substantially higher than in suburban
locations.  With respect to suburban and other  locations the Company  considers
the  concentration of the Company's target customer base, the average  household
income in the  surrounding  area and the location of the proposed store relative
to competitive retailers.  The Company also seeks to expand into new markets; in
fiscal 2003 the Company is opening  several  locations  in Southern  California.
Within the specific strip or outlet center,  the Company  evaluates the proposed
co-tenants,  the traffic  count of the  existing  center and the location of the
store within the center.  The Company's  real estate  committee,  which includes
members of senior  management,  must approve all new leases.  The committee also
receives input from field management.

     The  Company's  stores are  designed to create a  comfortable  and pleasant
shopping  environment for its customers.  Merchandise and displays at all stores
are set up according to uniform guidelines and plans distributed by the Company.
The Company's  merchandise is carefully  arranged by lifestyle  category  (e.g.,
career,  casual and  weekend  wear) for ease of  shopping.  The stores also have
private fitting rooms, drive aisles, appealing lighting,  carpeting,  background
music and centralized cashier desks. Strategically located throughout the stores
are "lifestyle"  posters showing the customer complete outfits  coordinated from
among the stores'  fashion  offerings.  The  Company  has  updated its  interior
signage and  fixturing  for a more open and easier to shop  environment.  During
fiscal 2002 the Company  updated 100 of its existing  stores and plans over time
to update many of its remaining stores,  another 100 of which will be updated in
fiscal 2003.

     All stores are directly managed and operated by the Company.  A supervisor,
who may be the store  manager,  staffs  each  store  with at least one  customer
service  associate  during non-peak  hours,  with  additional  customer  service
associates  added as needed at peak hours.  The supervisors and customer service
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 11 Regional Sales Managers and  approximately
100 District  Sales  Managers.  District  Sales  Managers  visit each store on a
regular basis to review merchandise levels and presentation,  staff training and
personnel performance,  expense control, security,  cleanliness and adherence to
Company operating procedures.

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

     Approximately  66% of the  Company's  sales in fiscal  2002  versus  64% in
fiscal 2001 were paid for by credit card,  with the remainder being paid by cash
or check. This increase was partially due to the Company's  increased  promotion
of the Dress Barn card.  Consistent with the other credit cards it accepts,  the
Company  assumes no credit  risk with  respect to the Dress Barn card but pays a
percentage  of sales as a service  charge.  As of July 27,  2002,  the number of
cardholders was approximately 1.9 million.  The average transaction on the Dress
Barn credit  card during  fiscal  2002 was  approximately  30% greater  than the
average  of all other  transactions  and  represented  approximately  16% of the
Company's sales.

     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  freestanding  stores are
usually open two nights per week.

<PAGE>

Advertising and Marketing


     The Company primarily uses print advertising. At the store level, the store
managers host local  marketing  programs,  including  fashion shows and in-store
events  designed to create greater  awareness of Dress Barn's  merchandise.  The
Company also uses direct mail programs,  with eight mailings during fiscal 2002.
In addition,  there were several smaller,  more targeted  mailings during fiscal
2002. The Company is considering  launching a national brand awareness  campaign
in 2003 after conducting  extensive  customer research and surveys during Spring
2002.


     The Company  believes that  identifying its customers and their  purchasing
patterns  is  essential  to  its  business.  During  fiscal  2002,  the  Company
implemented  a  customer  relationship  management  program  to  track  customer
transactions.


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 a management  information  system,  which  integrates all
major  aspects  of  the  Company's  business,   including  sales,  distribution,
purchasing,  inventory  control,  merchandise  planning and  replenishment,  and
financial systems.  All stores utilize a point-of-sale system with price look-up
capabilities for both inventory and sales transactions. The Company continues to
refine  its laptop  system  that  delivers  up-to-date  store-related  and other
information  to its Regional and District  Sales  Managers and automates many of
their reporting functions.


     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.  The Company  analyzes
historical  hourly and  projected  sales trends to  efficiently  schedule  store
personnel,  minimizing  labor costs while  producing a higher  level of customer
service.  The Company  upgraded its  back-office  store system  software  during
fiscal 2002,  with plans to begin  upgrading its store  locations' cash register
software and hardware to an enhanced  PC-based  system during  fiscal 2003.  The
Company  believes  that  such  investments  in  technology   enhance   operating
efficiencies  and position  Dress Barn for future growth.  The Company  recently
implemented  its new DVDi  Learning  Management  System  (LMS),  where  customer
service associates are able to take tests and have the results tracked centrally
for  consistency  across all of its  stores.  The LMS system was part of the new
back-office  store system which also  included  automated  time and  attendance,
quicker  processing  of  credit  card  applications  and  integrated  email  and
messaging.


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 its Dress Barn (R)  trademark is  materially
important to its business.  A small number of the Company's  stores currently in
operation,  primarily located in outlet centers, operate under the name Westport
Ltd.(R) and Westport Woman.

<PAGE>

Employees


     As of July 27, 2002, the Company had approximately  8,900 employees of whom
approximately  5,000  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 holiday  shopping season in
recent years.  In addition,  the Company's  quarterly  results of operations may
fluctuate materially depending on, among other things, increases or decreases in
comparable store sales, adverse weather conditions,  shifts in timing of certain
holidays, the timing of new store openings, net sales contributed by new stores,
and changes in the Company's merchandise mix.


Forward-Looking Statements and Factors Affecting Future Performance


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


     The  women's  retail  apparel  industry  is subject to rapid  change and is
highly competitive. The industry is subject to changes in the retail environment
which may be affected by overall economic conditions,  women's apparel fashions,
demographics,  macroeconomic factors such as consumer confidence that may affect
the level of spending for the types of merchandise sold by the Company,  as well
as other  factors.  The Company's  sales and results of  operations  may also be
affected by unusual weather patterns in areas where the Company has its greatest
concentration of stores.  The level of occupancy costs,  merchandise,  labor and
other costs will affect future results of operations.


     The Company competes  primarily with department  stores,  specialty stores,
discount stores, mass merchandisers and off-price retailers,  many of which have
substantially greater financial, marketing and other resources than the Company.
Many  department  stores  offer a  broader  selection  of  merchandise  than the
Company.  In addition,  many  department  stores  continue to be promotional and
reduce  their  selling  prices,  and 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 closeouts and
going-out-of-business  sales by other women's apparel retailers. The Company may
face periods of strong  competition  in the future,  which could have an adverse
effect on its financial results.


     The Company's  success is largely dependent on the efforts and abilities of
its senior  management  team.  During  fiscal 2002,  the Company  promoted a key
member of its  management  team,  David Jaffe to President  and Chief  Executive
Officer  from Chief  Operating  Officer.  In  addition,  during  fiscal 2002 the
Company   promoted   Keith   Fulsher  to  Senior  Vice   President  and  General
Merchandising  Manager  from  Merchandise  Manager,  Sportswear.  The  Company's
results of operations may be impacted by the effect, if any, of these changes on
its day-to-day operations,  merchandising and store activities, growth plans and
ability to continue servicing its existing customer base.

<PAGE>

     The growth of the Company's store  operations is dependent,  in large part,
upon the Company's  ability to  successfully  execute its strategy of adding new
stores.  The success of the Company's growth strategy for its stores 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,  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.


     The  expansion  of the  dressbarn(R)  brand  to the  vast  majority  of the
Company's  merchandise  offerings  and the  marketing  campaign  to promote  the
Company's brand and image may not generate  positive reaction from its customers
and may not  increase  sales.  Failure of the Company to maintain  its  existing
customer base may negatively impact sales.


     The Company's success also depends in part on its ability to anticipate and
respond to changing  merchandise  trends and  consumer  preferences  in a timely
manner.  Accordingly,  any failure by the Company to  anticipate,  identify  and
respond to changing fashion trends could adversely affect consumer acceptance of
the merchandise in the Company's  stores,  which in turn could adversely  affect
the  Company's  business  and its  image  with  its  customers.  If the  Company
miscalculates either the market for its merchandise or its customers' purchasing
habits,  it may be required to sell a significant  amount of unsold inventory at
below average markups over the Company's  cost, or below cost,  which would have
an  adverse  effect  on  the  Company's   financial  condition  and  results  of
operations.


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


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


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

<PAGE>

ITEM 2.  PROPERTIES


     The Company leases all its stores.  Store leases  generally have an initial
term  ranging  from 5 to 10 years with one or more 5-year  options to extend the
lease.  The table on the  following  page,  covering all stores  operated by the
Company on July 27, 2002,  indicates  the number of leases  expiring  during the
period  indicated  and the number of expiring  leases  with and without  renewal
options:

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

<S>                                                    <C>                      <C>                           <C>
2002                                                      124                          77                            47
2003                                                      136                         117                            19
2004                                                      113                          89                            24
2005-2007                                                 283                         250                            33
2008 and thereafter                                        98                          91                             7
                                                          ---                         ---                           ---

Total                                                     754                         624                           130
                                                          ---                         ---                           ---
</TABLE>


     New store leases  generally  provide for a base rent of between $15 and $25
per square foot per annum. Most leases have formulas  requiring the payment of a
percentage of sales as additional  rent,  generally  when sales reach  specified
levels. The Company's aggregate minimum rentals under operating leases in effect
at July 27, 2002,  and excluding  locations  acquired  after July 27, 2002,  for
fiscal 2003 are approximately  $85.3 million.  In addition,  the Company is also
responsible  under  its  store  leases  for it's pro rata  share of  maintenance
expenses and common charges in strip and outlet centers.


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


     The  Company's  investment in new stores  consists  primarily of inventory,
leasehold improvements, fixtures and equipment. Dress Barn often receives tenant
improvement  allowances from the landlords to offset these initial  investments.
The  Company's  stores are  typically  profitable  within the first 12 months of
operation.


     The Company  leases its 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  used 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 current  expansion plans for its stores.  The Company
believes any  substantial  increase in the Company's  store base  resulting from
expansion or acquisition may require additional distribution facilities.


ITEM 3.  LEGAL PROCEEDINGS


     On May 18, 2000, Alan M. Glazer,  GLZR  Acquisition  Corp. and Bedford Fair
Industries,  Ltd.  commenced an action against the Company in the Superior Court
of Connecticut,  Stamford Judicial District,  seeking  compensatory and punitive
damages in an unspecified  amount for alleged unfair trade practices and alleged
breach of contract  arising out of negotiations  before Bedford Fair Industries'
Chapter 11 bankruptcy  filing for the  acquisition  of the Bedford Fair business
which the Company never concluded. The Company believes there is no merit in any
of the plaintiffs' asserted claims, is vigorously defending the litigation, and,
in any  event,  does not  expect  the  outcome  of these  proceedings  to have a
material adverse effect on the Company.

<PAGE>

     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.


ITEM 4A.  Executive Officers of the Registrant


         The following table sets forth the name, age and position with the
Company of the Executive Officers of the Registrant:


Name                     Age               Positions

Elliot S. Jaffe           76               Chairman of the Board,
                                           Founder and Director

David R. Jaffe            43               President,
                                           Chief Executive Officer and Director

Burt Steinberg            57               Executive Director and
                                           Director

Vivian Behrens            49               Senior Vice President
                                           Marketing

Armand Correia            56               Senior Vice President and Chief
                                           Financial Officer

Keith Fulsher             48               Senior Vice President
                                           And General Merchandise Manager

Eric Hawn                 52               Senior Vice President
                                           Store Operations

Elise Jaffe               47               Senior Vice President
                                           Real Estate


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

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

     Mr. Steinberg  became Executive  Director of the Company in August 2001. He
had been  President  and Chief  Operating  Officer of the Company since 1989 and
Vice Chairman since February 2001.

<PAGE>

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

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

     Mr. Fulsher became Senior Vice President and General Merchandise Manager of
the Company in February 2002. Previously,  Mr. Fulsher had been with the Company
for eight years, most recently as Merchandise Manager, Sportswear. Previously he
was  at  Macy's  for 18  years,  leaving  as  Group  Vice  President  of  Better
Sportswear.

     Mr. Hawn has been Senior Vice President of the Company since 1989.

     Ms. Elise Jaffe has been Senior Vice President of the Company since January
1, 1995. She previously was Vice President.  Ms. Jaffe is the daughter of Elliot
S. and Roslyn S. Jaffe.

     The  Company's  officers are elected by the Board of Directors for one-year
terms and serve at the discretion of the Board of Directors.


<PAGE>

                                     PART II

ITEM 5.MARKET FOR REGISTRANT'S COMMON STOCK 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 Company's Board of Directors approved a 2-for-1 stock split in the form
of a 100% stock dividend on the Company's issued and outstanding common stock in
May 2002. The stock dividend was  distributed on May 31, 2002 to shareholders of
record on May 17, 2002. All historic share and per share  information  contained
in this report have been adjusted to reflect the impact of the stock split.

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


<TABLE>
<CAPTION>
                                                       Fiscal 2002                        Fiscal 2001
                                                       Bid Prices                          Bid Prices
                                                   High           Low                  High          Low
<S>                                              <C>            <C>                  <C>           <C>
Fiscal Period
         First Quarter                              $12.20         $9.64                $12.69        $9.94
         Second Quarter                             $13.94        $10.83                $15.50       $11.63
         Third Quarter                              $15.62        $12.55                $15.38       $10.69
         Fourth Quarter                             $17.50        $12.14                $14.46       $10.78
</TABLE>


Number of Record Holders

     The number of record holders of the Company's common stock as of October 1,
2002 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.


Securities Authorized for Issuance Under Equity Compensation Plans

<TABLE>
     The following table summarizes our equity compensation plans as of July 27,
2002.
<CAPTION>

                                                                                                             Number of securities
                                                                                                              remaining available
                                                                                                              for future issuance
                                                                                                                 under equity
                                                                     Number of securities  Weighted average   compensation plans
                                                                       to be issues upon    exercise price        (excluding
                                                                          exercise of       of outstanding   securities reflected
                           Plan Category                              outstanding options       options         in column (a))
-------------------------------------------------------------------------------------------------------------------------------
                                                                                (a)                 (b)                 (c)
<S>                                                                   <C>                  <C>               <C>
Equity compensation plans approved by security holders                       2,734,352            $8.14              4,866,516
Equity compensation plans not approved by security holders                           0                0                      0
                                                                    ..........................................................
Total                                                                        2,734,352            $8.14              4,866,516
                                                                     ==========================================================
</TABLE>


<PAGE>


<TABLE>
ITEM 6.  SELECTED FINANCIAL DATA
<CAPTION>
Dollars in thousands except per share
information
                                                                                 Fiscal Year Ended
                                                ------------------------------------------------------------------------------------
                                                        July 27,        July 28,         July 29,         July 31,         July 25,
                                                            2002            2001             2000             1999             1998
                                                ------------------------------------------------------------------------------------

<S>                                                <C>             <C>              <C>              <C>              <C>
     Net sales                                          $717,136        $695,008         $656,174         $615,975         $598,175
     Cost of sales, including
       occupancy and buying costs                        453,428         443,426          419,479          398,282          381,354
                                                ------------------------------------------------------------------------------------

     Gross profit                                        263,708         251,582          236,695          217,693          216,821

     Selling, general and
       administrative expenses                           186,375         180,991          165,336          150,897          142,098

     Depreciation & amortization                          23,508          23,916           21,164           23,104           17,758
                                                ------------------------------------------------------------------------------------

     Operating income                                     53,825          46,675           50,195           43,692           56,965

     Interest income- net                                  5,458           8,949            7,667            8,787            6,385
                                                ------------------------------------------------------------------------------------

        Earnings before
          income taxes                                    59,283          55,624           57,862           52,479           63,350

     Income taxes                                         21,342          20,303           21,120           19,155           23,123
                                                ------------------------------------------------------------------------------------

        Net earnings                                     $37,941         $35,321          $36,742          $33,324          $40,227
                                                ====================================================================================

  Earnings per share - basic (1)                          $ 1.04           $ .97            $ .97            $ .78            $ .87
                                                ====================================================================================
                                                ====================================================================================
  Earnings per share - diluted (1)                        $ 1.01           $ .94            $ .95            $ .77            $ .85
                                                ====================================================================================

Balance sheet data:
     Working capital                                    $230,959        $197,257         $159,105         $159,089         $170,412
     Total assets                                       $458,247        $402,282         $374,236         $363,579         $341,154
     Long-term debt                                           --              --               --               --               --
     Shareholders' equity                               $334,253        $296,597         $259,561         $253,600         $265,608

Percent of net sales:
     Cost of sales, including
       occupancy and buying costs                          63.2%           63.8%            63.9%            64.7%            63.8%
     Gross profit                                          36.8%           36.2%            36.1%            35.3%            36.2%
     Selling, general and
       administrative expenses                             26.0%           26.0%            25.2%            24.5%            23.8%
     Operating income                                       7.5%            6.7%             7.6%             7.1%             9.5%
     Net earnings                                           5.3%            5.1%             5.6%             5.4%             6.7%

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

<PAGE>


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


Forward-Looking Statements

     Certain statements  contained in this Annual Report are forward-looking and
involve a number of risks and uncertainties.  Among the factors that could cause
actual results to differ  materially are, but are not limited to, the following:
general  economic  conditions  and  consumer  confidence,  including  consumers'
reaction  to global  political  instability;  competitive  factors  and  pricing
pressures,  including the  promotional  activities of  department  stores,  mass
merchandisers and other specialty chains; consumer apparel buying patterns, such
as the ongoing shift to more casual apparel;  import risks,  including potential
disruptions such as the recent West Coast Longshoreman's work stoppage, economic
and political  problems in countries  from which  merchandise  is imported,  and
duties,  tariffs and quotas on imported  merchandise;  the Company's  ability to
predict fashion trends; the availability, selection and purchasing of attractive
merchandise on favorable terms; adverse weather conditions;  inventory risks due
to shifts in  market  demand  and other  factors  that may be  described  in the
Company's filings with the Securities and Exchange Commission.  The Company does
not undertake to publicly update or revise the  forward-looking  statements even
if  experience  or  future  changes  make it clear  that the  projected  results
expressed or implied therein will not be realized.


Critical Accounting Policies and Estimates

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

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

Merchandise Inventories
     The Company's inventory is valued using the retail method of accounting and
is stated at the lower of cost or market. Under the retail inventory method, the
valuation of  inventory at cost and  resulting  gross margin are  calculated  by
applying a calculated cost to retail ratio to the retail value of inventory. The
retail  inventory method is an averaging method that has been widely used in the
retail  industry  due to its  practicality.  Inherent  in the retail  method are
certain significant management judgments and estimates including,  among others,
initial merchandise markup, markdowns and shrinkage,  which significantly impact
the ending  inventory  valuation at cost as well as the resulting gross margins.
Estimates are used to charge inventory  shrinkage for the first and third fiscal
quarters of the fiscal year.  Physical  inventories  are conducted at the end of
the second fiscal quarter and at the end of the fiscal year to calculate  actual
shrinkage and inventory on hand. The Company  continuously reviews its inventory

<PAGE>

levels  to  identify  slow-moving  merchandise  and  broken  assortments,  using
markdowns  to clear  merchandise.  A provision is recorded to reduce the cost of
inventories to its estimated net realizable  value.  Consideration is given to a
number of quantitative factors,  including anticipated  subsequent markdowns and
aging of  inventories.  To the extent that actual  markdowns are higher or lower
than  estimated,  the Company's  gross  margins could  increase or decrease and,
accordingly,  affect  its  financial  position  and  results  of  operations.  A
significant  variation between the estimated  provision and actual results could
have a substantial impact on the Company's results of operations.

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

Claims and Contingencies
     The  Company  is subject to  various  claims and  contingencies  related to
insurance, taxes, lawsuits and other matters arising out of the normal course of
business. The Company has risk participation  agreements with insurance carriers
with respect to workers'  compensation and medical insurance.  Pursuant to these
arrangements,  the Company is  responsible  for paying  claims up to  designated
dollar limits. The Company accrues its estimate of the eventual costs related to
these  claims,  which  can vary  based  on  changes  in  assumptions  or  claims
experience. The Company accrues its estimate of probable settlements of domestic
and foreign tax audits.  At any one time, many tax years are subject to audit by
various taxing jurisdictions.  The results of these audits and negotiations with
taxing  authorities may affect the ultimate  settlement of these issues.  If the
Company  believes the likelihood of an adverse legal outcome is probable and the
amount is  estimable  it accrues a liability.  The Company  consults  with legal
counsel on matters related to litigation and seeks input from other experts both
within and outside the Company with respect to matters in the ordinary course of
business.  The Company is generally conservative in the estimation of its claims
and   contingencies,   and  therefore  believes  its  accruals  for  claims  and
contingencies are adequate.

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

Stock Split

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


<TABLE>
Results of Operations

     The table on the following  page sets forth certain  financial  data of the
Company expressed as a percentage of net sales for the periods indicated:

<PAGE>

<CAPTION>
                                                                                               Fiscal Year Ended
                                                                                  July 27,          July 28,           July 29,
                                                                                     2002              2001               2000
                                                                                 ---------         ---------          ---------

<S>                                                                              <C>               <C>                <C>
Net sales                                                                           100.0%            100.0%             100.0%
Cost of sales, including
  occupancy and buying costs                                                         63.2%             63.8%              63.9%
Selling, general and
  administrative expenses                                                            26.0%             26.0%              25.2%
Depreciation and amortization                                                         3.3%              3.5%               3.2%
Interest income - net                                                                 0.8%              1.3%               1.2%
Earnings before income taxes                                                          8.3%              8.0%               8.8%
Net earnings                                                                          5.3%              5.1%               5.6%
</TABLE>

Fiscal 2002 Compared to Fiscal 2001

     Net sales  increased by 3.2% to $717.1  million for the 52 weeks ended July
27, 2002 ("fiscal  2002"),  from $695.0  million for the 52 weeks ended July 28,
2001  ("fiscal  2001").  The  sales  increase  from  fiscal  2001  was due to an
approximately  6% increase in total selling square footage,  offset in part by a
1.9% decrease in comparable  store sales.  The increase in store square  footage
was due to the opening of 74 new stores,  primarily combination Dress Barn/Dress
Barn Woman stores ("Combo  Stores"),  which carry both Dress Barn and Dress Barn
Woman  merchandise,  offset in part by the  square  footage  reduction  from the
closing  of 32  under-performing  stores.  The  number of  stores  in  operation
increased to 754 stores as of July 27, 2002,  from 720 stores in operation as of
July 28, 2001.

     The Company  believes  that the events of  September  11th and the economic
uncertainty  that  followed  were the key  influences  of the weak fall  selling
season  resulting in a 5% decrease in  comparable  store sales for the first six
months of fiscal 2002. Sales strengthened  modestly in the spring, helped by the
unseasonably  warm weather in April,  with comparable  store sales increasing 2%
for the second  half of fiscal  2002.  The Company  believes  the second half of
fiscal 2002 benefited from easier sales comparisons  versus fiscal 2001's spring
season.  Nevertheless,  diminished  consumer  confidence,  a  perceived  slowing
economy and  international  uncertainties  negatively  impacted sales during the
second half of fiscal 2002.  As a result,  the Company is operating its business
conservatively during its fiscal year ending July 26, 2003 ("fiscal 2003").

     The Company's real estate  strategy for fiscal 2003 is to continue  opening
primarily  Combo Stores and  converting its existing  single-format  stores into
Combo Stores, while closing its under-performing locations. Store expansion will
focus on both  expanding in the Company's  existing  major trading  markets,  in
certain cases seeking a downtown location and/or adding to a cluster of suburban
or other  locations,  and developing  and expanding into new markets,  including
Southern California.

     Due  to the  continued  operating  losses  of its  catalog  and  e-commerce
operations  and  significant   weaknesses  in  its  new  fulfillment  and  order
processing  software,   the  Company  suspended  all  mailing  of  catalogs  and
e-commerce  sales in November 2001. The Company  believes direct selling via its
internet site represents a complementary channel of distribution to its existing
core business and can help drive store traffic.  The Company is reevaluating its
direct selling  strategy and intends to resume  selling a limited  assortment of
merchandise via its web site (www.dressbarn.com) and via telephone during fiscal
2003.  The  Company's  fiscal 2002  earnings per  share-diluted  were reduced by
approximately  $.11 due to the  operating  costs of the catalog  and  e-commerce
operations, versus approximately $.20 for fiscal 2001.

     Gross profit (net sales less cost of goods sold,  including  occupancy  and
buying costs)  increased by 4.8% to $263.7  million,  or 36.8% of net sales,  in
fiscal 2002 from $251.6  million,  or 36.2% of net sales,  in fiscal  2001.  The
increase in gross profit as a percentage  of sales was  primarily  due to higher
initial  margins from the Company's  increased  mix to more  dressbarn (R) brand
merchandise and lower markdowns due to tight  inventory  controls,  which helped
increase  inventory turns and minimize  markdowns.  Markdowns as a percentage of
sales were lower than fiscal 2001, particularly during the fourth fiscal quarter
of fiscal 2002.  This was offset,  in part, by higher store occupancy costs as a
percentage of sales resulting from higher rents for new stores, store expansions
and lease renewals.

<PAGE>

     Selling,  general and administrative ("SG&A") expenses increased by 3.0% to
$186.4 million, or 26.0% of net sales, in fiscal 2002 from $181.0 million,  also
26.0% of sales,  in fiscal 2001. The increase in SG&A expenses  versus the prior
year was reduced by the suspension of the catalog and  e-commerce  operations in
November 2001. Combined with cost controls and productivity  improvements,  SG&A
as a percent of sales was flat as compared to fiscal 2001.  This was in spite of
the negative  leverage from the 1.9% decrease in comparable  store sales and its
impact on fixed costs, and increases in store operating,  benefits and insurance
costs.

     Depreciation  expense  decreased  by 1.7% to $23.5  million in fiscal 2002,
versus $23.9  million in fiscal 2001,  primarily due to the write-off of certain
obsolete computer  equipment and software in fiscal 2001.  Depreciation  expense
for both periods also includes certain  write-offs  related to the closure of 32
stores and 37 stores during fiscal 2002 and fiscal 2001, respectively.

     Interest  income - net  decreased  by 39.0% to $5.5 million for fiscal 2002
from $8.9 million for fiscal 2001. This was the result of the dramatic reduction
in interest rates,  although funds available for investment increased during the
year.

     Net earnings for fiscal 2002  increased  7.4% to $37.9 million versus $35.3
million in fiscal 2001,  while diluted earnings per share also increased 7.4% to
$1.01 per share versus $0.94 in fiscal 2001.


Fiscal 2001 Compared to Fiscal 2000

     Net sales  increased by 5.9% to $695.0  million for the 52 weeks ended July
28, 2001 ("fiscal  2001"),  from $656.2  million for the 52 weeks ended July 29,
2000  ("fiscal  2000").  The  sales  increase  from  fiscal  2000  was due to an
approximately  7% increase in total selling square footage,  offset in part by a
1.2% decrease in comparable  store sales.  The increase in store square  footage
was due to the opening of 68 new stores,  primarily  Combo  Stores,  which carry
both Dress Barn and Dress Barn Woman  merchandise,  offset in part by the square
footage reduction from the closing of 37  underperforming  stores. The number of
stores in operation increased to 720 stores as of July 28, 2001, from 689 stores
in  operation  as  of  July  29,  2000.  The  Company   believes  its  strategic
initiatives,  including the  development of its Dress Barn(R) brand  merchandise
and brand image contributed to a strong Fall selling season. Sales slowed in the
Spring,  reflecting  diminished consumer confidence and continuing concerns over
the slowing  economy,  resulting in an overall 1.2% decline in comparable  store
sales for fiscal 2001.

     The Company mailed a total of 11 million Dress Barn catalogs  during fiscal
2001.  The  Company  also sells  merchandise  on the  internet  via its web site
(www.dressbarn.com).  The Company's fiscal 2001 earnings per share-diluted  were
reduced by  approximately  $.20 due to the  operating  costs of the  catalog and
e-commerce operations.

     Gross profit (net sales less cost of goods sold,  including  occupancy  and
buying costs)  increased by 6.3% to $251.6  million,  or 36.2% of net sales,  in
fiscal 2001 from $236.7  million,  or 36.1% of net sales,  in fiscal  2000.  The
increase in gross profit as a percentage  of sales was  primarily  due to higher
initial  margins from the Company's  increased  mix to more  dressbarn (R) brand
merchandise and lower markdowns due to tight  inventory  controls,  which helped
increase  inventory turns and minimize  markdowns.  This was offset, in part, by
higher store  occupancy  costs as a percentage  of sales  resulting  from higher
rents for new stores, store expansions and lease renewals.

     Selling,  general and administrative ("SG&A") expenses increased by 9.5% to
$181.0 million,  or 26.0% of net sales,  in fiscal 2001 from $165.3 million,  or
25.2% of net sales, in fiscal 2000. Cost controls and productivity  improvements
were not sufficient to offset a combination  of negative  leverage from the 1.2%
decrease  in  comparable  store sales and its impact on fixed  costs,  increased
store operating costs and catalog and e-commerce expenses.

     Depreciation  expense  increased by 13.0% to $23.9  million for fiscal 2001
from $21.1 million for fiscal 2000. Fiscal 2001's depreciation  expense included
the write-off of certain obsolete computer equipment and software.  Depreciation
expense for both periods also includes certain write-offs related to the closure
of 37 stores and 47 stores during fiscal 2001 and fiscal 2000, respectively.

     Interest  income - net  increased  by 16.7% to $8.9 million for fiscal 2001
from $7.7  million  for  fiscal  2000.  This was the result of  increased  funds
available for investment during the year, partially offset by decreased interest
rates.

<PAGE>

     Net earnings for fiscal 2001  decreased  3.9% to $35.3 million versus $36.7
million in fiscal 2000,  while diluted  earnings per share fell 0.5% to $.94 per
share versus $.95 in fiscal 2000.  The earnings per share decrease was less than
the decrease in net earnings  primarily  due to the  Company's  repurchase of .6
million  and 4.8  million  shares of its common  stock in fiscal  2001 and 2000,
respectively.


Liquidity and Capital Resources

     The Company has generally funded,  through internally  generated cash flow,
all of its operating and capital needs. These include the opening or acquisition
of new stores, the remodeling of existing stores, and the continued expansion of
its Combo Stores. Total capital  expenditures were $28.3 million,  $25.8 million
and  $22.3  million  in  fiscal  2002,  2001  and  2000,  respectively.  Capital
expenditures  increased  $2.6  million  in  fiscal  2002  primarily  due  to the
investment  in new store  technology  and back  office  operating  systems.  The
Company also  repurchased  757,600  outstanding  shares of its stock for a total
cost of $9.0 million  during fiscal 2002,  620,000  outstanding  shares for $7.4
million  during fiscal 2001 and 4,798,800  outstanding  shares for $33.9 million
during fiscal 2000. Shares repurchased are retired and treated as authorized but
unissued  shares,  with the cost of the  reacquired  shares  debited to retained
earnings and the par value debited to common stock.

     On  September  18, 2002,  the  Company's  Board of  Directors  approved the
initiation of a "Dutch  Auction" Tender Offer by the Company to purchase up to 8
million shares of its outstanding  common stock at a price per share of not less
than  $15.00  nor in excess of $17.00  per share.  The  tender  offer  commenced
September  19, 2002 and is scheduled  to expire,  unless  extended,  October 18,
2002. The Company  believes that the repurchase of its shares is consistent with
its goal of maximizing shareholder value, giving its shareholders an opportunity
to sell  shares back to the  Company at a  favorable  price with no  transaction
fees.  Upon  completion  of  the  tender  offer,  shareholders  will  realize  a
proportionate  increase in their  relative  ownership  interest in the Company's
future  earnings and assets,  subject to the issuance of additional  securities.
The Company  will need a maximum of  approximately  $137 million to purchase the
maximum 8 million  shares,  assuming the price paid per share is $17.00,  and to
pay related expenses.  The Company intends to utilize its available cash to fund
the tender offer.

     The Company funds inventory expenditures through cash flows from operations
and the favorable  payment terms the Company has  established  with its vendors.
The Company's net cash provided by operations in fiscal 2002  increased to $77.0
million as compared to $63.2  million in fiscal 2001 and $61.5 million in fiscal
1999.  The increase in fiscal 2002 was primarily due to the timing of its income
tax  payments  and the  estimated  realization  of a portion of its deferred tax
asset during fiscal 2002.

     At July 27, 2002, the Company had $163.5  million in marketable  securities
and other investments.  The portfolio consists primarily of municipal bonds that
can  readily  be  converted  to cash.  The  Company  holds no  options  or other
derivative instruments. Working capital was approximately $239.4 million at July
27, 2002. In addition, the Company had available $135 million in unsecured lines
of credit  bearing  interest  below  the prime  rate.  The  Company  had no debt
outstanding  under  any of the  lines  at  July  27,  2002.  However,  potential
borrowings were limited by approximately  $38 million of outstanding  letters of
credit primarily to vendors for import merchandise  purchases.  The Company does
not have any off-balance sheet arrangements or transactions with unconsolidated,
limited purpose entities, other than operating leases entered into in the normal
course  of  business  and  letters  of  credit.  The  Company  does not have any
undisclosed  material  transactions or commitments  involving related persons or
entities.

     In fiscal  2003,  the Company  plans to open  approximately  55  additional
stores,  convert 5 to 10  single-format  stores to its larger combo store format
and continue its store-remodeling  program. The Company intends to focus on both
expanding in the  Company's  existing  major trading  markets,  in certain cases
seeking a downtown  location  and/or  adding to a cluster of  suburban  or other
locations,  and developing and expanding into new markets. The Company considers
from time to time and may in the future consider  acquisition  opportunities  in
the following areas to enhance  shareholder value and supplement our growth: (1)
real  estate  oriented  acquisitions  to gain  access  to  attractive  sites and
favorable lease terms;  (2) other retail  operations that could benefit from our
management and expertise;  and (3)  alternative  channels of  distribution.  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.

<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 2003.  In  addition,  the  Company's  quarterly  results of
operations may fluctuate materially depending on, among other things,  increases
or decreases in comparable store sales,  adverse weather  conditions,  shifts in
timing  of  certain  holidays,  the  timing  of new  store  openings,  net sales
contributed by new stores, and changes in the Company's merchandise mix.


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


None.


                                    PART III


     The information  called for 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 2002 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(tt),  10(uu), 21 and 23 are all incorporated by reference (utilizing the same
exhibit numbers) from the sources shown.

<TABLE>
<CAPTION>
                                                                                                            Incorporated By
                                                                                                            Reference From

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

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

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

4.                Specimen Common Stock Certificate                                                                   (1)

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

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

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

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


<PAGE>

                                                                                                          Incorporated By
                                                                                                            Reference From

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

                  10(l)   Danbury, CT store                                                                           (1)

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

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

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

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

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

10(mm)            Lease between Dress Barn and  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                                                      (12)
                  Steinberg Family Trust f/b/o Michael Steinberg

10(pp)            Split Dollar Agreement between Dress Barn and                                                      (12)
                  Steinberg Family Trust f/b/o Jessica Steinberg

10(qq)            Split Dollar Agreement between Dress Barn and                                                      (12)
                  Jaffe 1996 Insurance Trust

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

10(tt)            Employment Agreement with Elliot S. Jaffe

10(uu)            Employment Agreement with David R. Jaffe

21.               Subsidiaries of the Registrant

23.               Independent Auditors' Consent

<FN>
References on following page:
</FN>
</TABLE>


<PAGE>



--------------------------------------------------------------------------------
(1)  The Company's  Registration  Statement on Form S-1 under the Securities Act
     of 1933  (Registration No. 2-82916) declared effective May 4, 1983.
(2)  The Company's Annual Report on Form 10-K for the fiscal year ended July 28,
     1984.
(3)  The Company's Annual Report on Form 10-K for the fiscal year ended July 27,
     1985.
(4)  The Company's Annual Report on Form 10-K for the fiscal year ended July 26,
     1986.
(5)  The Company's Annual Report on Form 10-K for the fiscal year ended July 30,
     1988.
(6)  The Company's Annual Report on Form 10-K for the fiscal year ended July 28,
     1990.
(7)  The Company's Annual Report on Form 10-K for the fiscal year ended July 27,
     1991.
(8)  The Company's Annual Report on Form 10-K for the fiscal year ended July 25,
     1992.
(9)  The Company's Annual Report on Form 10-K for the fiscal year ended July 31,
     1993.
(10) The Company's  Registration  Statement on Form S-8 under the Securities Act
     of 1933 (Registration No. 33-60196) filed on March 29, 1993.
(11) The Company's Annual Report on Form 10-K for the fiscal year ended July 27,
     1996.
(12) The Company's Annual Report on Form 10-K for the fiscal year ended July 25,
     1998.
(13) The Company's Annual Report on Form 10-K for the fiscal year ended July 29,
     2000.
(14) The Company's Annual Report on Form 10-K for the fiscal year ended July 28,
     2001.


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 27, 2002.


ITEM 14.  (c)  EXHIBITS


     All exhibits are incorporated by reference as shown in Item 14(a)3,  except
Exhibits 10(tt), 10(uu), 21 and 23 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                                                   10/15/02
--------------------
Elliot S. Jaffe            Chairman of the Board

/s/ ROSLYN S. JAFFE                                                   10/15/02
---------------------
Roslyn S. Jaffe            Director and Secretary and Treasurer

/s/ DAVID R. JAFFE                                                    10/15/02
---------------------
David R. Jaffe             Director, President and
                           Chief Executive Officer
                          (Principal Executive Officer)

/s/ BURT STEINBERG                                                    10/15/02
---------------------
Burt Steinberg             Director and Executive Director

/s/ KLAUS EPPLER                                                      10/15/02
-----------------------
Klaus Eppler               Director

/s/ DONALD JONAS                                                      10/15/02
----------------
Donald Jonas               Director

/s/ EDWARD D. SOLOMON                                                 10/15/02
---------------------
Edward D. Solomon          Director

JOHN USDAN                                                            10/15/02
-----------
John Usdan                 Director

/s/ ARMAND CORREIA                                                    10/15/02
---------------------
Armand Correia             Chief Financial Officer (Principal
                           Financial and Accounting Officer)


<PAGE>



                                 CERTIFICATIONS


I, David R. Jaffe,  President and Chief Executive Officer of The Dress Barn Inc.
("the Company"), certify that:


1.  I have reviewed  the  Company's  Annual  Report on Form 10-K for the  period
ending July 27, 2002.

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report.

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Company as of, and for, the periods presented in this annual report.


Dated: October 15, 2002

/s/ DAVID R. JAFFE
---------------------
David R. Jaffe
President and Chief Executive Officer
(Principal Executive Officer)





I, Armand  Correia,  Senior Vice  President and Chief  Financial  Officer of The
Dress Barn Inc. ("the Company"), certify that:

1.  I have reviewed  the  Company's  Annual  Report on Form 10-K for the  period
ending July 27, 2002.

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report.

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Company as of, and for, the periods presented in this annual report.


Dated: October 15, 2002

/s/ ARMAND CORREIA
---------------------
Armand Correia
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)



<PAGE>


                          INDEPENDENT AUDITORS' REPORT


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


We have audited the accompanying  consolidated balance sheets of The Dress Barn,
Inc. and Subsidiaries (the "Company") as of July 27, 2002 and July 28, 2001, and
the related consolidated  statements of earnings,  shareholders' equity and cash
flows for each of the three  years in the  period  ended  July 27,  2002.  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects, the consolidated financial position of the Company as of July
27, 2002 and July 28, 2001, and the  consolidated  results of its operations and
its consolidated cash flows for each of the three years in the period ended July
27, 2002 in conformity  with  accounting  principles  generally  accepted in the
United States of America.






Deloitte & Touche LLP
New York, New York
September 16, 2002


<PAGE>

<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Balance Sheets
<CAPTION>
Amounts in thousands, except share data                                           July 27,                 July 28,
ASSETS                                                                                2002                     2001
                                                                         ------------------       ------------------
<S>                                                                      <C>                      <C>
Current Assets:
     Cash and cash equivalents                                                    $ 75,926                 $ 16,834
     Marketable securities and investments (Note 2)                                163,474                  177,474
     Merchandise inventories                                                       113,371                  104,487
     Prepaid expenses and other                                                      2,182                    4,147
                                                                         ------------------       ------------------
        Total Current Assets                                                       354,953                  302,942
                                                                         ------------------       ------------------
Property and Equipment:
     Leasehold improvements                                                         61,414                   59,019
     Fixtures and equipment                                                        154,139                  144,468
     Computer software                                                              17,344                   14,277
     Automotive equipment                                                              554                      547
                                                                         ------------------       ------------------
                                                                                   233,451                  218,311
     Less accumulated depreciation
       and amortization                                                            140,025                  129,712
                                                                         ------------------       ------------------
                                                                                    93,426                   88,599
                                                                         ------------------       ------------------
Deferred Income Taxes (Note 5)                                                       5,869                    7,278
                                                                         ------------------       ------------------
Other Assets                                                                         3,999                    3,463
                                                                         ------------------       ------------------
                                                                                  $458,247                 $402,282
                                                                         ==================       ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable- trade                                                      $ 62,802                 $ 53,681
     Accrued salaries, wages and related expenses                                   18,089                   17,219
     Other accrued expenses                                                         27,798                   27,787
     Customer credits                                                                6,650                    5,811
     Income taxes payable                                                            8,655                    1,187
                                                                         ------------------       ------------------
        Total Current Liabilities                                                  123,994                  105,685
                                                                         ------------------       ------------------
Commitments and Contingencies (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- 50,000,000 shares
       Issued - 36,507,919 and
             51,312,464 shares, respectively
       Outstanding- 36,507,919 and
             36,474,064 shares, respectively                                         1,825                    2,566
     Additional paid-in capital                                                     52,209                   44,056
     Retained earnings                                                             279,672                  364,491
     Treasury stock, at cost                                                            --                (114,577)
     Accumulated other comprehensive income                                            547                       61
                                                                         ------------------       ------------------
                                                                                   334,253                  296,597
                                                                         ------------------       ------------------
                                                                                  $458,247                 $402,282
                                                                         ==================       ==================

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


<PAGE>

<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Earnings
<CAPTION>
Amounts in thousands, except per share amounts
                                                                                     Fiscal Year Ended
                                                               ------------------------------------------------------------
                                                                          July 27,            July 28,            July 29,
                                                                              2002                2001                2000
                                                               ------------------------------------------------------------

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

     Gross profit                                                          263,708             251,582             236,695

     Selling, general and
       administrative expenses                                             186,375             180,991             165,336

     Depreciation and amortization                                          23,508              23,916              21,164
                                                               ------------------------------------------------------------

     Operating income                                                       53,825              46,675              50,195

     Interest income- net                                                    5,458               8,949               7,667
                                                               ------------------------------------------------------------

     Earnings before provision for
          income taxes                                                      59,283              55,624              57,862

     Provision for income taxes                                             21,342              20,303              21,120
                                                               ------------------------------------------------------------

     Net earnings                                                          $37,941             $35,321             $36,742
                                                               ============================================================

     Earnings per share:
            Basic                                                           $ 1.04              $ 0.97              $ 0.97
                                                               ============================================================
            Diluted                                                         $ 1.01              $ 0.94              $ 0.95
                                                               ============================================================

     Weighted average shares outstanding:
            Basic                                                           36,495              36,481              37,916
                                                               ============================================================
            Diluted                                                         37,516              37,494              38,815
                                                               ============================================================


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


<PAGE>


<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Shareholders' Equity
<CAPTION>
Amounts and shares in thousands.
                                                                                                              Accumulated    Total
                                                                             Additional                          Other       Share-
                                                             Common Stock      Paid-In    Retained  Treasury Comprehensive  holders'
                                                          Shares      Amount   Capital    Earnings    Stock   Income(Loss)   Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>         <C>      <C>        <C>       <C>        <C>        <C>
Balance, July 31, 1999                                    39,872      $2,464    $27,565   $292,428  ($68,274)    ($583)    $253,600
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                             36,742
   Unrealized holding loss on marketable securities                                                               (202)
                                                                                                                         -----------
    Total comprehensive income                                                                                               36,540
                                                                                                                         -----------
Tax benefit from exercise of stock options                                        4,050                                       4,050
Employee Stock Purchase Plan activity                         14           2        108                                         110
Shares issued pursuant to exercise of stock options          884          44      4,105                                       4,149
Purchase of treasury stock                                (4,798)                                    (38,888)               (38,888)
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 29, 2000                                    35,972       2,510     35,828    329,170  (107,162)     (785)     259,561
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                             35,321
   Unrealized holding gain on marketable securities                                                                846
                                                                                                                         -----------
    Total comprehensive income                                                                                               36,167
                                                                                                                         -----------
Deferred compensation                                          16                   183                                         183
Tax benefit from exercise of stock options                                        1,668                                       1,668
Employee Stock Purchase Plan activity                          10                   102                                         102
Shares issued pursuant to exercise of stock options         1,096         56      6,275                                       6,331
Purchase of treasury stock                                   (620)                                    (7,415)                (7,415)
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 28, 2001                                     36,474      2,566     44,056    364,491  (114,577)       61     296,597
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                                                             37,941
   Unrealized holding gain on marketable securities                                                                486
                                                                                                                         -----------
    Total comprehensive income                                                                                               38,427
                                                                                                                         -----------
Deferred compensation                                                               291                                         291
Tax benefit from exercise of stock options                                        2,953                                       2,953
Employee Stock Purchase Plan activity                           9          1         90                                          91
Shares issued pursuant to exercise of stock options           783         39      4,819                                       4,858
Purchase of treasury stock                                   (758)                                    (8,964)                (8,964)
Retirement of treasury stock                                            (781)             (122,760)  123,541                      0
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 27, 2002                                     36,508     $1,825    $52,209   $279,672        $0      $547     $334,253
====================================================================================================================================

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

<PAGE>

<TABLE>
The Dress Barn, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
<CAPTION>
Amounts in thousands                                                                               Fiscal Year Ended
                                                                                 ---------------------------------------------------
                                                                                          July 27,         July 28,        July 29,
                                                                                              2002             2001            2000
                                                                                 ---------------------------------------------------
<S>                                                                                  <C>              <C>             <C>
Operating Activities:

Net earnings                                                                               $37,941          $35,321         $36,742
                                                                                   -------------------------------------------------
Adjustments to reconcile net earnings to net cash provided by operating
    activities:
      Depreciation and amortization of property and
          equipment (net)                                                                   21,827           22,309          16,481
      Loss on disposal of closed store assets                                                1,681            1,607           4,683
      Deferred income tax assets                                                             1,409            2,586               2
      Deferred compensation                                                                    291              183             ---
      Changes in assets and liabilities:
        (Increase) decrease in merchandise inventories                                      (8,884)           7,414          (1,763)
         Decrease (increase) in prepaid expenses and other                                   1,965              704          (2,813)
        (Increase) decrease in other assets                                                   (536)             372            (545)
         Increase (decrease) in accounts payable- trade                                      9,121          (11,099)          2,565
         Increase (decrease) in accrued salaries and wages                                     870             (753)          3,879
         Increase (decrease) in accrued expenses                                                11            6,126          (2,819)
         Increase in customer credits                                                          839              556           1,891
         Increase (decrease) in income taxes payable                                        10,421           (2,152)          3,160
                                                                                   -------------------------------------------------
       Total adjustments                                                                    39,015           27,853          24,790
                                                                                   -------------------------------------------------

        Net cash provided by operating activities                                           76,956           63,174          61,532
                                                                                   -------------------------------------------------

Investing Activities:
    Purchases of property and equipment - net                                              (28,335)         (25,758)        (26,565)
    Sales and maturities of marketable securities and investments                          108,764          119,697          22,132
    Purchases of marketable securities and investments                                     (94,278)        (142,275)        (36,984)
                                                                                   -------------------------------------------------
       Net cash used in investing activities                                               (13,849)         (48,336)        (41,417)
                                                                                   -------------------------------------------------

Financing Activities:
    Purchase of treasury stock                                                              (8,964)          (7,415)        (38,888)
    Proceeds from Employee Stock Purchase Plan                                                  91              102             110
    Proceeds from stock options exercised                                                    4,858            6,331           4,149
                                                                                   -------------------------------------------------
      Net cash used in financing activities                                                 (4,015)            (982)        (34,629)
                                                                                   -------------------------------------------------

Net increase (decrease) in cash and cash equivalents                                        59,092           13,856         (14,514)
Cash and cash equivalents- beginning of year                                                16,834            2,978          17,492
                                                                                   -------------------------------------------------
Cash and cash equivalents- end of year                                                     $75,926          $16,834          $2,978
                                                                                   =================================================

Supplemental Disclosure of Cash Flow Information:
    Cash paid for income taxes                                                              $9,511          $20,005         $18,047
                                                                                   =================================================
<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 27, 2002

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 is a  specialty  retailer  of women's  apparel (in both  regular and
large  sizes),  including  shoes  and  accessories.  Given the  majority  of the
Company's  locations  are  Combo  Stores;  the  operations  of the  Company  are
aggregated into one reportable 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. The fiscal year ended July 31, 1999 consisted of 53 weeks; the
other years presented consisted of 52 weeks.

         Revenue recognition

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

         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 at July 27, 2002
were maintained with one financial institution.

         Marketable securities and investments

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

         Merchandise inventories

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

         Property and equipment

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

<PAGE>

         Income taxes

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

         Store preopening costs

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

         Earnings per share (EPS)

     The Company  calculates EPS in accordance  with the provisions of Statement
of Financial  Accounting  Standards ("SFAS") No. 128, "Earnings per Share". SFAS
No. 128 requires dual  presentation  of basic EPS and diluted EPS on the face of
all income  statements for all entities with complex capital  structures.  Basic
EPS is computed as net income  divided by the weighted  average number of common
shares  outstanding for the period.  Diluted EPS reflects the potential dilution
that could occur from common shares issuable through stock options, warrants and
other convertible securities.

         Advertising costs

     Advertising  costs are  included  in selling,  general  and  administrative
expenses and are expensed in the period in which they are incurred.  Advertising
expenses were $10.0 million, $8.6 million and $8.8 million for fiscal 2002, 2001
and 2000, respectively.

         Recent Accounting Pronouncements

     In June 2001,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement  of  Financial   Accounting   Standard   (SFAS)  No.  141,   "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No.
141 requires  that all business  combinations  initiated  after June 30, 2001 be
accounted for under the purchase  method and  addresses the initial  recognition
and measurement of goodwill and other  intangible  assets acquired in a business
combination.  SFAS No. 142 addresses the initial  recognition and measurement of
intangible assets acquired outside of a business  combination and the accounting
for goodwill and other intangible assets subsequent to their  acquisition.  SFAS
No. 142 provides  that  intangible  assets with finite useful lives be amortized
and that  goodwill  and  intangible  assets  with  indefinite  lives will not be
amortized,  but will  rather be tested at least  annually  for  impairment.  The
Company is required to adopt SFAS No. 142 in fiscal  2003.  The adoption of SFAS
No. 142 will have no impact on the consolidated  financial position,  results of
operations,  or cash flows of the  Company  since the  Company  did not have any
assets or liabilities relating to either goodwill or intangibles assets.

     In June  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for  Asset
Retirement  Obligations" (SFAS 143), which will become effective for the Company
at the beginning of fiscal 2003. SFAS 143 addresses the financial accounting and
reporting for  obligations  and  retirement  costs related to the  retirement of
tangible  long-lived  assets,  requiring the  recognition  of a liability for an
asset retirement  obligation in the period in which it is incurred.  The Company
does not expect that the adoption of SFAS No. 143 will have a significant impact
on its financial statements.

<PAGE>

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 will become effective
for the Company at the beginning of fiscal 2003.  SFAS No. 144  supersedes  SFAS
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of" and the accounting and reporting  provisions  relating
to the disposal of a segment of a business of  Accounting  Principals  Board No.
30. The Company  does not expect  that the  adoption of SFAS No. 144 will have a
significant impact on its financial statements.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal  Activities",  which  addresses  accounting for
restructuring  and similar costs.  SFAS No. 146 supersedes  previous  accounting
guidance,  principally  Emerging  Issues Task Force Issue No. 94-3.  The Company
will  adopt the  provisions  of SFAS No.  146 for any  restructuring  activities
initiated  after December 31, 2002. SFAS No. 146 requires that the liability for
costs  associated  with an exit or  disposal  activity  be  recognized  when the
liability  is  incurred.  Under  Issue 94-3,  a  liability  for an exit cost was
recognized at the date of the company's commitment to an exit plan. SFAS No. 146
also establishes that the liability should initially be measured and recorded at
fair value.  Accordingly,  SFAS No. 146 may affect the timing of recognizing any
future restructuring costs as well as the amounts recognized.

         Use of estimates

     The  preparation of the financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

         Comprehensive income

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

         Valuation of long-lived assets

     The  Company  periodically  reviews  its  long-lived  assets for  potential
impairment,  where  events or  changes  in  circumstances  indicate  that  their
carrying  amount may not be  recoverable.  In that event,  a loss is  recognized
based on the amount the  carrying  amount  exceeds the fair market  value of the
long-lived asset.

         Stock based compensation

     The  Company  follows  the  disclosure-only   provisions  of  Statement  of
Financial   Accounting   Standards   No.  123,   "Accounting   for   Stock-Based
Compensation" ("SFAS 123"). SFAS 123 encourages, but does not require, companies
to  adopt  a  fair  value  based  method  for  determining  expense  related  to
stock-based  compensation.  The disclosures are set forth in Note 7. The Company
continues to account for  stock-based  compensation  using the  intrinsic  value
method  as  prescribed  under   Accounting   Principles  Board  Opinion  No. 25,
"Accounting for Stock Issued to Employees," and related interpretations.

         Financial instruments

     Concentration  of Credit Risk - Financial  instruments,  which  potentially
subject the Company to  concentrations  of credit  risk,  are  principally  bank
deposits and short-term  investments.  Cash and cash  equivalents  are deposited
with  high  credit  quality  financial   institutions.   Short-term  investments
principally consist of triple A or double A rated instruments.

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

         Stock Split

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

         Treasury (Reacquired) Shares

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

<PAGE>


2.       MARKETABLE SECURITIES AND INVESTMENTS

<TABLE>
     The amortized  cost and estimated  fair value of marketable  securities and
investments consisted of the following:
<CAPTION>

                                                                     July 27, 2002                    July 28, 2001
                                                                     -------------                    -------------
(In 000's)                                              Estimated                          Estimated
                                                      Fair Value            Cost         Fair Value           Cost
<S>                                                  <C>                <C>              <C>              <C>
Money Market Funds                                       $ 15,712           $15,712          $33,189          $33,189
Short Term Investments                                     43,041            43,041           60,985           60,985
Tax Free Municipal Bonds                                  102,980           102,296           81,592           81,366
US Govt. Securities Fund                                    1,741             1,878            1,708            1,878
                                                        ---------         ---------        ---------        ---------
                                                         $163,474          $162,927         $177,474         $177,418
                                                        =========         =========        =========        =========
</TABLE>

<TABLE>
     The scheduled  maturities of marketable  securities and investments at July
27, 2002 are:
<CAPTION>

                                                                                           Estimated
Due In                     (in  000's)                                                    Fair Value                   Cost
------                                                                                    -----------               --------
<S>                                                                                      <C>                     <C>
One year or less                                                                            $100,021                $ 99,909
One year through five years                                                                   55,114                  54,741
Six years through ten years                                                                      --                     --
Over ten years                                                                                 8,339                   8,277
                                                                                           ---------               ---------
                                                                                            $163,474                $162,927
                                                                                           =========               =========
</TABLE>

     Unrealized  holding  gains  and  losses  at  July  27,  2002  netted  to an
unrealized  gain of  approximately  $547,000.  Proceeds and gross realized gains
(losses) from the sale of  securities in fiscal 2002,  2001 and 2000 were $108.8
million and $1.0 million, $119.7 million and $0.3 million, and $22.1 million and
($0.1)  million,  respectively.  For the purposes of determining  gross realized
gains and losses, the cost of securities is based upon specific identification.


3.       EARNINGS PER SHARE

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

<TABLE>
     A  reconciliation  of basic and diluted  weighted  average number of common
shares outstanding is presented below:
<CAPTION>

                                                                                                    Fiscal Year Ended
(In 000's)                                                                            July 27,          July 28,         July 29,
                                                                                         2002              2001             2000
                                                                                    ----------        ----------        ---------
<S>                                                                                 <C>               <C>              <C>
Weighted average number of common shares outstanding - basic                           36,495            36,481           37,916

Net effect of dilutive stock options based on the treasury
     stock method using the average market price                                        1,021             1,013              899
                                                                                     --------         ---------         --------

Weighted average number of common shares outstanding - diluted                         37,516            37,494           38,815
                                                                                     ========         =========         ========

</TABLE>

     Common stock  equivalents of 150,000 and 275,600 for the fiscal years ended
July 27, 2002 and July 29, 2000, respectively, were excluded because such common
stock equivalents were anti-dilutive. All common stock equivalents were dilutive
for the fiscal year ending July 28, 2001.


<PAGE>


4.       EMPLOYEE BENEFIT PLANS

     The  Company  sponsors  a  defined  contribution  retirement  savings  plan
(401(k)) covering all eligible employees. The Company also sponsors an Executive
Retirement Plan for certain officers and key executives 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 2002,  2001 and 2000 the Company  incurred  expenses of
$1,156,000,   $1,619,000   and   $1,980,000,   respectively,   relating  to  the
contributions  to and  administration  of the  above  plans.  The  Company  also
sponsors an Employee  Stock Purchase  Plan,  which allows  employees to purchase
shares of Company stock during each quarterly  offering period at a 10% discount
through weekly payroll  deductions.  The Company does not provide any additional
postretirement benefits.


5.       INCOME TAXES

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

                                                                             Fiscal Year Ended
(In 000's)                                                     July 27,          July 28,         July 29,
                                                                  2002              2001             2000
                                                             ----------        ----------        ---------
<S>                                                         <C>               <C>              <C>
Federal:
         Current                                               $16,517           $16,210          $18,420
         Deferred                                                1,090              (749)          (2,128)
                                                             ----------        ----------       ----------
                                                                17,607            15,461           16,292
                                                            -----------        ----------       ----------
State:
         Current                                                 3,415             5,562            5,734
         Deferred                                                  320              (720)            (906)
                                                             ----------        ----------       ----------
                                                                 3,735             4,842            4,828
                                                             ----------        ----------       ----------

Provision for income taxes                                     $21,342           $20,303          $21,120
                                                             ==========        ==========       =========

</TABLE>

<TABLE>
         Significant components of the Company's deferred tax assets and
liabilities were as follows:

<CAPTION>
                                                                                 July 27,         July 28,
(in 000's)                                                                           2002             2001
                                                                                 ---------        ---------
<S>                                                                             <C>              <C>
Deferred tax assets:
   Inventory capitalization for tax purposes                                       $1,927           $2,822
   Capital loss carryover                                                           2,759            2,622
   Employee benefits                                                                2,754            1,494
   Other items                                                                      4,739            8,382
                                                                                 ---------        ---------
     Total deferred tax assets                                                     12,179           15,320
                                                                                 ---------        ---------
Deferred tax liabilities:
   Depreciation                                                                     4,878            4,630
   Other items                                                                      1,432            3,412
                                                                                 ---------        ---------
     Total deferred tax liabilities                                                 6,310            8,042
                                                                                 ---------        ---------

Net deferred tax assets                                                            $5,869           $7,278
                                                                                 =========        =========

</TABLE>

<PAGE>

         The net deferred tax assets were comprised of approximately $1,168,000
in state deferred taxes and $4,701,000 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>

                                                                          Fiscal Year Ended
                                                                        ---------------------
                                                               July 27,          July 28,         July 29,
                                                                   2002              2001             2000
                                                             ----------        ----------        ---------
<S>                                                          <C>               <C>              <C>
Statutory tax rate                                               35.0 %            35.0 %           35.0 %
State taxes - net of federal
  Benefit                                                         5.2 %             5.5 %            5.4 %
Other - net, primarily tax-free interest                         (4.2)%            (4.0)%           (3.9)%
                                                             ----------        ----------        ---------

Effective tax rate                                               36.0 %             36.5%            36.5%
                                                             ==========        ==========        =========
</TABLE>


6.       COMMITMENTS AND CONTINGENCIES


Lease commitments

     The Company leases all of its stores and its distribution  center.  Certain
leases provide for additional  rents based on percentages of net sales,  charges
for real  estate  taxes,  insurance  and other  occupancy  costs.  Store  leases
generally  have an  initial  term  ranging  from 5 to 15 years  with one or more
5-year  options to extend the lease.  Some of these leases have  provisions  for
rent escalations  during the initial term. The Company leases its 510,000 square
foot  office and  distribution  center in  Suffern,  New York.  The lease has an
initial term expiring in 2007 with three 5-year options to extend the lease.

<TABLE>
         A summary of occupancy costs follows:
<CAPTION>

                                                                           Fiscal Year Ended
                                                                        ---------------------
                                                               July 27,          July 28,         July 29,
(in 000's)                                                         2002              2001             2000
                                                             ----------        ----------        ---------
<S>                                                          <C>               <C>              <C>
Base rentals                                                    $85,593           $78,920          $74,450
Percentage rentals                                                2,591             2,192              842
Other occupancy costs                                            25,349            23,114           21,168
                                                             ----------        ----------        ---------

Total                                                          $113,533          $104,226          $96,460
                                                             ==========        ==========        =========

</TABLE>

<TABLE>
     The following is a schedule of future minimum rentals under  noncancellable
operating leases as of July 27, 2002 (dollars in thousands):
<CAPTION>
             Fiscal Year                                                                 Amount
            -------------                                                             -----------
<S>                                                                                 <C>
                2003                                                                     $ 85,303
                2004                                                                       73,915
                2005                                                                       61,824
                2006                                                                       49,566
                2007                                                                       36,695
         Subsequent years                                                                  59,381
                                                                                      -----------

         Total future minimum rentals                                                    $366,684
                                                                                      ===========
</TABLE>

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

<PAGE>

Leases with related parties

     The Company leases two stores from its Chief  Executive  Officer or related
trusts.  Future  minimum  rentals  under leases with such related  parties which
extend beyond July 27, 2002,  included in the above schedule,  are approximately
$247,000  annually and in the aggregate  $0.6  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 2002, 2001 and 2000 under
these  leases  amounted  to  approximately  $288,000,   $346,000  and  $426,000,
respectively.

Lines of credit

     At July 27,  2002,  the  Company had  unsecured  lines of credit with three
banks totaling $135 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 27,
2002.  However,  approximately  $38  million  of  outstanding  letters of credit
reduced the credit lines available.

Legal proceedings

     The Company is involved in various  routine legal  proceedings  incident to
the ordinary  course of business.  On May 18, 2000,  an action was filed against
the Company seeking  compensatory and punitive damages in an unspecified  amount
for alleged unfair trade practices and alleged breach of contract arising out of
negotiations  for an  acquisition  the  Company  never  concluded.  The  Company
believes  there  is no  merit  in any of the  plaintiffs'  asserted  claims,  is
vigorously  defending  the  litigation,  and, in any event,  does not expect the
outcome of these  proceedings to have a material  adverse effect on the Company.
The  Company  believes  that the outcome of all  pending  and  threatened  legal
proceedings  will,  on the  whole,  not have a  material  adverse  effect on its
financial condition or results of operations.


7.       STOCK-BASED COMPENSATION PLANS

     At July 27, 2002, the Company had five stock-based  compensation plans. The
Company's 1993  Incentive  Stock Option Plan provides for the grant of incentive
stock  options  ("ISO's")  to purchase up to 2,500,000  shares of the  Company's
common stock. As of July 27, 2002, there were 612,802 shares under the 1993 plan
available  for future grant.  The Company's  1995 Stock Option Plan provides for
the  granting  of  either  ISO's or  non-qualified  options  to  purchase  up to
4,000,000 shares of common stock. As of July 27, 2002, there were 253,714 shares
under the 1995 plan available for future grant.  The Company's 2001 Stock Option
Plan  provides  for the  granting of either  ISO's or  non-qualified  options to
purchase up to 4,000,000 shares of common stock. As of July 27, 2002, no options
had been granted under the 2001 plan.

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

     The Company's  1983  Incentive  Stock Option Plan expired on April 4, 1993,
and the Company's 1987 Non-Qualified Stock Option Plan expired December 7, 1997.
Accordingly,  the Company can no longer  grant  options  under either of the two
expired plans.  The Company's  Employee Stock Purchase Plan allows  employees to
purchase  shares of the Company's  common stock during each  quarterly  offering
period at a 10% discount through weekly payroll deductions.

<PAGE>



<TABLE>
     The following table summarizes the activities in all Stock Option Plans and
changes during each of the fiscal years presented:

<CAPTION>
                                               July 27, 2002                   July 28, 2001                   July 29, 2000
                                               -------------                   -------------                   -------------
                                                            Weighted                        Weighted                        Weighted
                                                             Average                        Average                         Average
                                                            Exercise                        Exercise                        Exercise
                                                Options       Price           Options        Price            Options        Price
                                    ------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>          <C>                <C>          <C>               <C>
Options outstanding - beginning of
year                                          3,164,870         $7.26        3,641,286          $6.16        2,878,334         $5.19
Granted                                         797,266         10.95          716,938          10.50        1,769,486          7.03
Cancelled                                      (444,580)        10.26          (95,848)          6.92         (122,462)         6.32
Exercised                                      (783,204)         6.21       (1,097,506)          5.77         (884,072)         4.70
                                      ----------------------------------------------------------------------------------------------

Outstanding end of year                       2,734,352         $8.14        3,164,870          $7.26        3,641,286         $6.16
                                      ==============================================================================================

Options exercisable
at year-end                                     334,108         $4.09          469,044          $5.61          638,992         $5.69
                                      ==============================================================================================


Weighted-average fair
value of options granted
during the year
                                                                $4.81                           $4.92                          $3.16
                                                        ==============                 ==============                 ==============
</TABLE>


<TABLE>
     The following table summarizes  information about stock options outstanding
at July 27, 2002:
<CAPTION>

                                    Number                             Weighted Average       Number           Weighted
                              Outstanding as of    Weighted Average     Exercise Price    Exercisable as       Average
  Range of Exercise Prices         7/27/02          Remaining Life                          of 7/27/02      Exercise Price
----------------------------------------------------------------------------------------------------------------------------

<S>                          <C>                  <C>                <C>                   <C>              <C>
$ 2.50 - $ 4.65                    273,086            4.08 years            $3.26            259,600            $3.21
  5.25 -   5.69                    201,500            5.44 years            $5.63             12,760            $5.51
  7.03 -   7.81                  1,103,800            7.05 years            $7.04             53,288            $7.10
  9.75 -   9.86                    525,800            9.16 years            $9.86               --
 10.38 -  15.11                    630,166            8.20 years           $11.58              8,460           $10.26
                              ----------------------------------------------------------------------------------------------

$ 2.50 - $15.11                  2,734,352            7.31 years            $8.14            334,108            $4.09
                              ==============================================================================================

</TABLE>

     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 No. 123 (which does not apply to awards prior
to fiscal  1996),  the  Company's net earnings and earnings per share for fiscal
2002,  fiscal  2001 and fiscal  2000  would  have been  reduced to the pro forma
amounts indicated on the following page:

<TABLE>
<CAPTION>
                                                                                        Fiscal Year Ended
                                                                                     ------------------------
                                                                           July 27,            July 28,            July 29,
                                                                               2002                2001                2000
                                                                          ---------           ---------           ---------
<S>                                                                     <C>                 <C>                 <C>
Net earnings (in 000's):
         As reported                                                        $37,941             $35,321             $36,742
         Pro forma                                                          $36,512             $33,959             $35,082

Earnings per share - basic:
         As reported                                                          $1.04               $0.97               $0.97
         Pro forma                                                            $1.00               $0.93               $0.93

Earnings per share - diluted:
         As reported                                                          $1.01               $0.94               $0.95
         Pro forma                                                            $0.97               $0.91               $0.90


</TABLE>
<TABLE>
     The fair  values of the options  granted  under the  Company's  fixed stock
option  plans  were  estimated  on the date of  grant  using  the  Black-Scholes
option-pricing model with the following assumptions:

<CAPTION>
                                                                                        Fiscal Year Ended
                                                                                     ------------------------
                                                                           July 27,            July 28,            July 29,
                                                                               2002                2001                2000
                                                                          ---------           ---------           ---------

<S>                                                                        <C>                 <C>                 <C>
Weighted average risk-free interest rate                                       4.0%                5.4%                5.9%
Weighted average expected life (years)                                         5.0                 5.0                 5.0
Expected volatility of the market price of the Company's
common stock                                                                  43.9%               44.8%               41.0%

</TABLE>

     These pro forma  adjustments  are not indicative of future period pro forma
adjustments, when the calculation will apply to all applicable stock options.


<PAGE>



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


<CAPTION>
                                                        Fourth             Third           Second             First
                                                       Quarter           Quarter          Quarter           Quarter
Fiscal Year ended July 27, 2002

<S>                                                 <C>               <C>              <C>               <C>
Net Sales                                             $186,697          $177,119         $171,241          $182,079
Gross Profit,
  less occupancy
  and buying costs                                      74,267            65,315           61,752            62,374
Income Taxes                                             7,547             5,359            3,999             4,437
Net Earnings                                            13,418             9,526            7,109             7,888
Earnings Per Share
       Basic                                             $0.37             $0.26            $0.19             $0.22
       Diluted                                           $0.36             $0.25            $0.19             $0.21


                                                        Fourth             Third           Second             First
                                                       Quarter           Quarter          Quarter           Quarter
Fiscal Year ended July 28, 2001

Net Sales                                             $177,335          $165,111         $164,234          $188,328
Gross Profit,
  less occupancy
  and buying costs                                      64,409            60,087           59,777            67,309
Income Taxes                                             4,724             3,556            4,674             7,349
Net Earnings                                             8,250             6,155            8,130            12,786
Earnings Per Share(*)
       Basic                                             $0.23             $0.17            $0.22             $0.36
       Diluted                                           $0.22             $0.16            $0.21             $0.34


<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.
</FN>
</TABLE>