Mail Stop 03-08


										December 13,
2004

By Facsimile and U.S. Mail

Mr. Armand Correia
Senior Vice President and Chief Financial Officer
The Dress Barn, Inc.
30 Dunnigan Drive
Suffern, New York 10901

	RE:	The Dress Barn, Inc.
		Form 10-K for the year fiscal year ended July 31, 2004
		Filed October 15, 2004
      Form 10-Q for the quarter ended October 30, 2004
		File No. 0-11736

Dear Mr. Correia:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures in future filings in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended July 31, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.

Cover Page

2. In future filings, please revise to state the aggregate market
value of voting and non-voting common equity held by non-
affiliates
as of the last business day of your most recently completed second
fiscal quarter.

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

General

3. Please consider adding an introductory section or overview to
Managements` Discussion and Analysis (MD&A) that would facilitate
a
reader`s understanding of your company.  The introduction should
identify the most important matters on which you focus in
evaluating
financial condition and operating performance and provide context
for
the following discussion and analysis of the financial statements.
This introduction should not be a duplicative layer of disclosure
that merely repeats the more detailed discussion and analysis that
follows.  See SEC Release No. 33-8350.

Results of Operations

Fiscal 2004 Compared to Fiscal 2003

4. Please expand your discussion of the changes in financial
statement line items to indicate whether the changes represent
trends
expected to continue into the future.  For example, you should
indicate whether you expect your gross margin to continue to
improve
in fiscal 2005 and thereafter and why or why not.

5. Please disclose how you determine the stores that are included
in
arriving at your same store sales from period to period.  Please
also
disclose how you treat relocated stores, expansions in the square
footage of stores, and stores that were closed during the period
in
these computations.





6. You present 2003 net earnings, operating income and diluted
earnings per share excluding the impact of a $32 million
litigation
charge.   Each of these measures represents a non-GAAP measure
subject to the disclosure and reconciliation requirements of Item
10(e) of Regulation S-K.  Please revise your disclosures each
place
these measures are presented as follows:

(a) present and discuss with greater or equal prominence the most
comparable GAAP measure;
(b) provide a reconciliation for each measure to the most
comparable
GAAP measure;
(c) indicate the reasons why you believe presentation of these
non-
GAAP measures provides useful information to investors; and
(d) disclose how  management uses each of the non-GAAP measures.

Item 9A.  Controls and Procedures

7. Please refer to Item 308(c) of Regulation S-K and revise your
disclosure to indicate whether there were "any changes," not just
"significant" changes, in your internal control over financial
reporting that materially affected, or are reasonably likely to
materially affect your internal control over financial reporting.
Please also confirm to us supplementally that there were no
changes
in your internal control over financial reporting that occurred
during the fourth quarter of fiscal 2004 that materially affected,
or
are reasonably likely to materially affect, your internal control
over financial reporting.

Financial Statements

General

8. Please provide Schedule II - Valuation and Qualifying Accounts
for
the activity in your allowance for sales returns.  Alternatively,
you
may provide such disclosure in the notes to the financial
statements
or in MD&A.  See Rules 5-04 and 12-09 of Regulation S-X.
Supplementally provide us with a roll forward of the activity in
this
reserve account for each period presented. To the extent that
changes
in the reserves are material to an understanding of the company`s
results of operations or financial condition, revise your MD&A
accordingly.

Consolidated Balance Sheets

9. Since you have treasury stock outstanding as of July 31, 2004,
the
number of shares issued should not equal the number of shares
outstanding as you have disclosed on the face of your balance
sheet.
Please revise the number of shares issued to include both shares
outstanding and those held in treasury.



Consolidated Statements of Cash Flows

10. Based on your cash and cash equivalents accounting policy in
footnote 1, we understand that you have reclassified cash
overdrafts
to accounts payable on your balance sheets.  Cash overdrafts are
generally viewed as a financing activity on the statements of cash
flows.  Accordingly, please either revise your statements of cash
flows for each period presented to reflect cash overdrafts as a
financing activity or otherwise tell us why you believe your
current
cash flows presentation complies with GAAP.

Notes to Consolidated Financial Statements

General

11. Please disclose the types of expenses that you include in the
cost of sales line item and the types of expenses that you include
in
the selling, general and administrative expenses line item.  In
doing
so, please disclose specifically whether you include inbound
freight
charges, receiving costs, inspection costs, warehousing costs,
internal transfer costs and the other costs of your distribution
network in cost of sales.  If you currently exclude a significant
portion of these costs from cost of sales, please provide
cautionary
disclosure in MD&A that your gross margins may not be comparable
to
others, since some entities include the costs related to their
distribution network in cost of sales and others like you exclude
all
or a portion of them from gross margin, including them instead in
a
line item such as selling, general and administrative expenses.
To
the extent it would be material to an investor`s ability to
compare
your operating results to others in your industry, you should
quantify in MD&A the amount of these costs excluded from cost of
sales.  If you determine that these amounts are immaterial for
disclosure, please supplementally provide us with your qualitative
and quantitative assessment of materiality for all periods
presented.

1.  Summary of Significant Accounting Policies

Revenue Recognition

12. Please tell us supplementally and disclose in future filings
how
you account for gift certificates and merchandise credits that are
never redeemed.  To the extent that your gift certificates and/or
merchandise credits have expiration dates, please disclose this
information.

13. Please clarify your disclosure to indicate, if true, that
sales
are recorded net of coupon redemptions and other discounts offered
to
customers.  Otherwise, tell us how your accounting complies with
EITF
01-9.




Merchandise Inventories

14. Please disclose the method by which amounts are removed from
inventory.  Refer to Rule 5-02.6(b) of Regulation S-X.

5.  Litigation

15. Based on your disclosures here and in MD&A, we understand you
recorded a $35.3 million accrual ($32 million related to the
judgment
and $3.3 million related to post-judgment interest) for an
outstanding legal judgment.  We also understand that in the fourth
quarter of fiscal 2004, as part of the judgment, you were required
to
deposit $38.6 million into an escrow account for settlement of the
judgment, with interest.  Please tell us supplementally why the
amount you were required to put in escrow exceeds your accrual for
this outstanding judgment by $3.3 million.  We may have further
comment.


*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
		If you have any questions regarding these comments,
please
direct them to Staff Accountant Yong Kim at (202) 942-2904.  In
her
absence, direct your questions to Robyn Manuel at (202) 942-7786.
Any other questions regarding disclosures issues may be directed
to
me at (202) 942-2905.


							Sincerely,



							George F. Ohsiek
							Branch Chief


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Mr. Correia
The Dress Barn, Inc.
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