Untitled Document

Offer to Exchange Any and All 2.50% Convertible Senior Notes Due 2024
CUSIP No. 261570AB1

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF JANUARY 22, 2010 UNLESS THE OFFER IS EXTENDED BY THE DRESS BARN, INC. (SUCH DATE AND TIME, AS THE OFFER MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY NOT BE WITHDRAWN AFTER THE NOTES HAVE BEEN ACCEPTED FOR EXCHANGE.

We are enclosing herewith the documents listed below relating to the offer (the “offer”) by The Dress Barn, Inc., a Connecticut corporation (“Dress Barn”), to exchange any and all of its 2.50% Convertible Senior Notes Due 2024 (the “Notes”) for cash and shares of its common stock, par value $0.05 per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Offer to Exchange, dated December 23, 2009 (the “Offer to Exchange”), and in the accompanying Letter of Transmittal (the “Letter of Transmittal”).

Holders who validly tender Notes that are not validly withdrawn and are accepted for exchange by Dress Barn pursuant to the offer will receive, for each validly tendered and accepted Note, $1,040 in cash, plus accrued and unpaid interest on such Note to, but excluding, the Settlement Date (as defined in the Offer to Exchange), and a number of shares of Common Stock which will be fixed by 4:30 p.m., New York City time, on the Pricing Date (as defined in the Offer to Exchange) and will equal the quotient of: (a) (i) 95.1430 shares of Dress Barn’s Common Stock multiplied by the Weighted Average Price (as defined in the Offer to Exchange), minus (ii) $1,000, divided by (b) the Weighted Average Price.

The offer is subject to certain conditions. See the section of the Offer to Exchange entitled “Description of the Offer—Conditions to the Offer.”

We are the holder of your Notes held through our account with The Depository Trust Company (“DTC”). A tender of Notes can be made only by us as a DTC participant and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Notes held by us for your account.

We request instructions as to whether you wish to tender any or all of the Notes held by us through our DTC account pursuant to the terms and conditions set forth in the Offer to Exchange and the Letter of Transmittal.

We urge you to read the Offer to Exchange, including the documents incorporated by reference therein, and the Letter of Transmittal carefully before instructing us to tender your Notes. You may use the attached form to give your instructions.

PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE OR CONTACT YOUR REPRESENTATIVE WITH INSTRUCTIONS TO PERMIT US TO TENDER YOUR NOTES PRIOR TO THE EXPIRATION DATE.

The undersigned hereby acknowledges receipt of the Offer to Exchange, dated December 23, 2009 (the “Offer to Exchange”), of The Dress Barn, Inc., a Connecticut corporation (“Dress Barn”), and the accompanying Letter of Transmittal, which together set forth the terms and conditions of the offer by Dress Barn to exchange any and all of its 2.50% Convertible Senior Notes Due 2024 (the “Notes”) for cash and shares of its common stock, par value $0.05 per share (the “Common Stock”). Holders who validly tender Notes that are not validly withdrawn and are accepted for exchange by Dress Barn pursuant to the offer will receive, for each validly tendered and accepted Note, $1,040 in cash, plus accrued and unpaid interest on such Note to, but excluding, the Settlement Date (as defined in the Offer to Exchange), and a number of shares of Common Stock which will be fixed by 4:30 p.m., New York City time, on the Pricing Date (as defined in the Offer to Exchange) and will equal the quotient of: (a) (i) 95.1430 shares of Dress Barn’s Common Stock multiplied by the Weighted Average Price (as defined in the Offer to Exchange), minus (ii) $1,000, divided by (b) the Weighted Average Price.

This will instruct you as to the action to be taken by you, for the account of the undersigned, relating to the offer.

The principal amount of Notes held by you through your account with The Depository Trust Company (“DTC”) for the account of the undersigned is (fill in amount): __________ principal amount of Notes.

With respect to the offer, the undersigned hereby instructs you (check appropriate box):


£		To tender the following principal amount of Notes held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Exchange and the Letter of Transmittal (insert principal amount of Notes to be tendered, if any): _________ principal amount of Notes.*
		The principal amount of Notes beneficially owned by the undersigned that are held by Participants other than you, which the undersigned is tendering for exchange (insert principal amount of Notes): _________ principal amount of Notes.
£		Not to tender any Notes held by you for the account of the undersigned.


		SIGN HERE
Name(s) of beneficial owner(s):
Signature(s):
Name(s):
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Address(es):
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Taxpayer Identification or Social Security Number(s):
Date: