Mail Stop 3561

	February 21, 2006

David R. Jaffe
President and Chief Executive Officer
The Dress Barn, Inc.
30 Dunnigan Drive
Suffern, New York 10901

Re:	The Dress Barn, Inc.
Post-Effective Amendment No. 1 to Registration Statement on
Form S-1
	Filed February 13, 2006
      File No. 333-124512

      Form 10-Q for Fiscal Quarter Ended October 29, 2005
	Filed December 8, 2005
	File No. 0-11736

Dear Mr. Jaffe:

      We have limited our review of your filing to the issue we
have
addressed in our comment.  Where indicated, we think you should
revise your document in response to the comment.  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.

      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 comment or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-Q for Fiscal Quarter Ended October 29, 2005

Controls and Procedures, page 30
1. We note your disclosure, "Except as described above, no changes
in
the Company`s disclosure controls and procedures have occurred
during
the Company`s fiscal quarter ended October 29, 2005 that have
materially affected...."  Please revise as Item 308(c) of
Regulation
S-K requires disclosure of changes to your internal controls over
financial reporting, as opposed to your disclosure controls and
procedures.  Further, please revise to state clearly, if true,
that
there were changes in your internal control over financial
reporting
that occurred during this quarter that have materially affected,
or
are reasonably likely to materially affect, your internal control
over financial reporting.

* * *

       As appropriate, please amend your filing in response to the
comment.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your response to our comment and provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and response to our comment.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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.

      Notwithstanding our comment, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comment on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Kurt Murao, Attorney Advisor, at (202) 551-
3338,
or Ellie Quarles, Special Counsel, at (202) 551-3238 if you have
questions regarding the comment.

      Sincerely,



						H. Christopher Owings
      					Assistant Director


cc: 	Steven Kirshenbaum, Esq.
      Proskauer Rose LLP
      Fax: (212) 969-2900

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David R. Jaffe
The Dress Barn, Inc.
February 21, 2006
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