SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

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

                     For the fiscal year ended July 27,1996

                                       OR

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

Commission file number 0-11736

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

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

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

Registrant's telephone number, including area code:           (914) 369-4500

Securities registered pursuant to Section 12(b) of the Act:          None

Securities registered pursuant to       Common Stock - par value $.05 per share
      Section 12(g) of the Act:                     (Title of Class)

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  registrant's  knowledge,  in  the  definitive  proxy  incorporated  by
reference  in Part III of this Form 10-K or any  amendment to this Form 10-K Yes
No X

                              Page 1 of Cover Page

As of October 18, 1996, 22,634,083 shares of common shares were outstanding. The
aggregate  market value of the common  shares  (based upon the closing  price on
October 17, 1996 on the NASDAQ) of The Dress Barn,  Inc. held by  non-affiliates
was  approximately  $80,965,000.  For  the  purposes  of such  calculation,  all
outstanding  shares of Common Stock have been considered held by non-affiliates,
other than the 6,890,610 shares  beneficially owned by Directors and Officers of
the registrant.  In making such  calculation,  the registrant does not determine
the affiliate or non-affiliate status of any shares for any other purpose.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the  registrant's  Proxy  Statement  for the Annual  Meeting of
Shareholders to be held on December 16, 1996 are  incorporated  into Parts I and
III of this Form 10-K.

                              Page 2 of Cover Page



                                   SIGNATURES

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

                                                         The Dress Barn, Inc.

                                                        by /s/ ELLIOT S. JAFFE

                                                                 Elliot S. Jaffe

                                                          Chairman of the Board

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

     Signature                     Title                                  Date

/s/ ELLIOT S. JAFFE

Elliot S. Jaffe              Chairman of the Board and                  1/23/97

                             Chief Executive Officer

                             (Principal Executive Officer)

/s/ ROSLYN S. JAFFE

Roslyn S. Jaffe              Director and Secretary and Treasurer       1/23/97

/s/ BURT STEINBERG

Burt Steinberg               Director and President                     1/23/97

                           and Chief Operating Officer

/s/ KLAUS EPPLER

Klaus Eppler                 Director                                   1/23/97

/s/ DONALD JONAS

Donald Jonas                 Director                                   1/23/97

/s/ MARK S. HANDLER

Mark S. Handler              Director                                   1/23/97

/s/ EDWARD D. SOLOMON

Edward D. Solomon            Director                                   1/23/97

/s/ ARMAND CORREIA

Armand Correia               Chief Financial Officer (Principal         1/23/97
                             Financial and Accounting Officer)



                          INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying  consolidated balance sheets of The Dress Barn,
Inc. and  subsidiaries  as of July 27, 1996 and July 29,  1995,  and the related
consolidated  statements of earnings,  shareholders'  equity, and cash flows for
each of the three  years in the period  ended  July 27,  1996.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of The Dress Barn, Inc.
and subsidiaries as of July 27, 1996 and July 29, 1995, and the results of their
operations  and their cash flows for each of the three years in the period ended
July 27, 1996, in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Stamford, Connecticut
September 20, 1996



                                                 EXHIBIT 24

                                        INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation  by reference in  registration  statement  Nos.
33-16857  and  33-17488  (on Form S-8) and 33-16856 (on Form S-3) of our report,
dated September 20, 1996 on the consolidated  financial  statements of The Dress
Barn, Inc. and subsidiaries in the Annual Report on Form 10-K for the year ended
July 27, 1996.

Deloitte & Touche LLP
Stamford, Connecticut
September 20, 1996