X0202 4 2005-10-12 0000717724 DRESS BARN INC DBRN 0001024753 BEHRENS VIVIAN C/O THE DRESS BARN, INC. 30 DUNNIGAN DRIVE SUFFERN NY 10901 0 1 0 0 Senior Vice President Common 8000 D Options To Buy 23.67 2005-10-12 4 A 0 60000 0 A 2006-10-12 2015-10-12 Common 60000 60000 D Options To Buy 13.51 2003-12-09 2012-12-09 Common 41600 41600 D Ms. Behrens was issued 10,000 shares of Common Stock for $0.05 per share ("The Shares") on December 9, 2002, 2,000 shares were sold on April 1, 2004, leaving a balance of 8,000 shares. The Shares may not be sold by Ms. Behrens with the consent of The Dress Barn, Inc. ("the Company"). Such restrictions terminates as to 20% of the shares on each Succeeding December 9, provided Ms. Behrens is employed by the Company on such dates (the Shares as to which such provisions have terminated are referred to as "Vested Shares"). Granted under the Company's 2001 Stock Incentive Plan Granted under the Company's 1995 Stock Option Plan. Exercisable in five equal installments with the first installment exercisable on the date indicated. Vivian Behrens 2005-10-14