SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Amendment No. 2
to
SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
_______________________
THE DRESS BARN, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
_____________________________

2.50% Convertible Senior Notes Due 2024
(Title of Class of Securities)

261570AB1
(CUSIP Number of Class of Securities)

David R. Jaffe
President, Chief Executive Officer and Director
The Dress Barn, Inc.
30 Dunnigan Drive
Suffern, NY 10901
Telephone: (845) 369-4500
Fax: (845) 369-4595
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
____________________
Copies to:
Steven L. Kirshenbaum, Esq.
Proskauer Rose LLP
1585 Broadway
New York, NY 10036
Telephone: (212) 969-3000
Fax: (212) 969-2900
____________________

CALCULATION OF FILING FEE
Transaction Valuation*	Amount of Filing Fee**
$111,400,000	$7,942.82

*	Estimated for purposes of calculating the amount of the filing fee only. Because there is no active trading market for the 2.50% Convertible Senior Notes Due 2024 (the “Notes”), this valuation is based on the book value of the securities to be received by The Dress Barn, Inc. (“Dress Barn”) and assumes the exchange of all $112,500,000 aggregate principal amount of the notes currently outstanding, for cash and shares of common stock of Dress Barn, par value $0.05 per share.
**	The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $71.30 for each $1,000,000 of the value of the transaction.
x	Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$7,942.82	Filing Party:	The Dress Barn Inc.
Form or Registration No.:	Schedule TO	Date Filed:	December 23, 2009

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender
	offer.
x	Check the appropriate boxes below to designate any transaction to which the statement relates:
	o     third party tender offer subject to Rule 14d-l.
	x     issuer tender offer subject to Rule 13e-4.
	o     going private transaction subject to Rule 13e-3.
	o     amendment to Schedule 13D under Rule 13d-2.
	Check the following box if the filing is a final amendment reporting the results of the tender offer:    x

INTRODUCTORY STATEMENT

     This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Issuer Tender Offer Statement on Schedule TO, filed on December 23, 2009, as amended on January 21, 2010 (the “Schedule TO”), by The Dress Barn, Inc., a Connecticut corporation (“Dress Barn”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the offer (the “Offer”) by Dress Barn to exchange any and all of its 2.50% Convertible Senior Notes Due 2024 (the “Notes”) for $1,040 in cash, plus accrued and unpaid interest to, but excluding, the settlement date (which is expected to occur on January 27, 2010), and a number of shares of Dress Barn’s common stock, par value $0.05 per share (the “Common Stock”), which is referred to as the “Exchange Ratio” (together, the “Offer Consideration”), for each validly tendered and accepted Note, on the terms and subject to the conditions described in the Offer to Exchange, dated December 23, 2009 (the “Offer toExchange”), and the accompanying Letter of Transmittal (“Letter of Transmittal”), which are filed as exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.

     All information in the Offer to Exchange, including all schedules and annexes thereto, which was previously filed with the Schedule TO, is hereby expressly incorporated by reference in this Amendment No. 2 in response to all items required in the Schedule TO, except that such information is hereby amended and restated to the extent specifically provided for herein. All capitalized terms used in this Amendment No. 2 and not otherwise defined have the respective meanings ascribed to them in the Offer to Exchange as amended or supplemented.

     This Amendment No. 2 is the final amendment to the Schedule TO and is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) under the Exchange Act.

Item 1 through 11.

(1) Item 4(a) of Schedule TO is hereby amended and supplemented by adding the following thereto:

The Offer expired at 12:00 midnight, New York City time, at the end of Friday, January 22, 2010 (the “Expiration Date”). On January 25, 2010, Dress Barn issued a press release announcing that, pursuant to the previously announced Offer, all of the Notes were validly tendered for exchange and not withdrawn as of the Expiration Date. Dress Barn has accepted all such Notes for exchange, and the settlement and exchange of cash and shares of Common Stock for such validly tendered and accepted Notes is expected to occur on January 27, 2010.

In the aggregate, the Offer will result in the retirement of $112.5 million principal amount of Notes, the issuance of approximately 6.2 million shares of Common Stock and the payment of approximately $117.0 million to holders of validly tendered and accepted Notes. Following settlement of the Offer, no Notes will remain outstanding.

The full text of Dress Barn’s press release, announcing the expiration and results of the Offer, is filed herewith as Exhibit (a)(5)(C) and is incorporated herein by reference.

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

(a)(5)(C) Press Release, dated January 25, 2010.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  January 25, 2010	DRESS BARN
	By:	/s/ Armand Correia
		Name: Armand Correia
		Title: Executive Vice President and Chief
		Financial Officer (Principal Financial and
		Accounting Officer)

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EXHIBIT INDEX

(a)(1)(A)*	Offer to Exchange, dated December 23, 2009.
(a)(1)(B)*	Form of Letter of Transmittal
(a)(1)(C)*	Form of Letter to DTC Participants
(a)(1)(D)*	Form of Letter to Clients for use by brokers, dealers, commercial banks, trust companies
	and other nominees
(a)(5)*	Press Release, dated December 23, 2009, incorporated by reference to Exhibit 99.1 to the
	issuer’s Current Report on Form 8-K filed with the SEC on December 23, 2009.
(a)(5)(B)*	Press Release, dated January 21, 2010.
(a)(5)(C)	Press Release, dated January 25, 2010.
(d)(1)*	Indenture by and between The Dress Barn, Inc. (the “Dress Barn”) and The Bank of New
	York, as trustee, dated as of December 15, 2004, including form of Note and Guarantee,
	filed as exhibit 4(a) to the Registration Statement of Dress Barn on Form S-1 under the
	Securities Act (Registration No. 333-124512), filed with the Securities and Exchange
	Commission (the “SEC”) on May 2, 2005.
(d)(2)*	Form of Note (included in Exhibit d(1))
(d)(3)*	Form of Guarantee (included in Exhibit d(1))
(d)(4)*	Registration Rights Agreement, dated as of December 15, 2004, among Dress Barn, Banc
	of America Securities LLC (“BOA”) and JP Morgan Securities Inc. (“JPM” and, together
	with BOA, the “Initial Purchasers”), filed as exhibit 4(f) to the Registration Statement of
	Dress Barn on Form S-1 under the Securities Act (Registration No. 333-124512), filed
	with the SEC on May 2, 2005.
(d)(5)*	Amendment No. 1 to Registration Rights Agreement, dated January 3, 2005, among
	Dress Barn and the Initial Purchasers, filed as exhibit 4(g) to the Registration Statement
	of Dress Barn on Form S-1 under the Securities Act (Registration No. 333-124512), filed
	with the SEC on May 2, 2005.
(d)(6)*	Amendment No. 2 to Registration Rights Agreement, dated January 3, 2005, among
	Dress Barn and the Initial Purchasers, filed as exhibit 4(h) to the Registration Statement
	of Dress Barn on Form S-1 under the Securities Act (Registration No. 333-124512), filed
	with the SEC on May 2, 2005.

______________
* Previously filed.

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EX-99.(A)(5)(C)

Exhibit 99(a)(5)(C)

NEWS RELEASE

DRESS BARN ANNOUNCES COMPLETION OF ITS EXCHANGE OFFER WITH 100% OF ITS $112.5 MILLION CONVERTIBLE SENIOR NOTES TENDERED

SUFFERN, NY – January 25, 2010 – The Dress Barn, Inc. (NASDAQ - DBRN) announced the final results of its previously announced offer to exchange (the “Offer”) any and all of its 2.50% Convertible Senior Notes Due 2024 (the “Notes”). The Offer expired at 12:00 midnight, New York City time, at the end of Friday, January 22, 2010. Pursuant to the Offer, all of the Notes were validly tendered for exchange and not withdrawn. Dress Barn has accepted all such Notes for exchange, and the settlement and exchange of cash and shares of Dress Barn’s common stock (“Common Stock”) for such validly tendered and accepted Notes is expected to occur on January 27, 2010.

In the aggregate, the Offer will result in the retirement of $112.5 million principal amount of Notes, the issuance of approximately 6.2 million shares of Common Stock and the payment of approximately $117.0 million to holders of validly tendered and accepted Notes. Following settlement of the Offer, no Notes will remain outstanding.

The Company’s purpose in making the Offer was to reduce the amount of its outstanding debt, interest expense and to cap the potential future dilution impact of the equity feature of the Notes. This exchange will reduce the Company’s interest expense for the balance of its fiscal year ending July 31, 2010 by approximately $4.2 million and will be accretive to diluted earnings per share by approximately $0.03. On an annualized basis, this transaction will reduce interest expense by approximately $8.5 million and will be accretive to diluted earnings per share by approximately $0.06.

David R. Jaffe, President and Chief Executive Officer commented, “We are very pleased to have successfully completed this transaction with all the Notes tendered for exchange. Our strong and liquid balance sheet has enabled us to eliminate this debt and the future potential dilution impact of the equity feature of the Notes. This will benefit future earnings and is consistent with our goal of increasing shareholder value. Upon the completion of this offer we expect to have in excess of $250 million in cash and investments.”

J.P. Morgan Securities Inc. acted as Dress Barn’s sole financial advisor in connection with the Offer.

ABOUT DRESS BARN, INC.

The Dress Barn, Inc. (NASDAQ - DBRN), is a leading national specialty apparel retailer offering quality casual and career women’s fashion apparel through its dressbarn and maurices brands and tween girls’ fashion apparel through its Justice brand. As of January 20, 2010, the Company operated 837 dressbarn stores in 47 states, 741 maurices stores in 44 states and 906 Justice stores in 45 states and Puerto Rico. For more information, please visit www.dressbarn.com, www.maurices.com and www.shopjustice.com.

Forward-Looking Statements -

Certain statements made within this press release may constitute “forward-looking statements”, within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. The Company does not undertake to publicly update or review its forward-looking statements even if experience or future changes make it clear that our projected results expressed or implied will not be achieved. Detailed information concerning a number of factors that could cause actual results to differ materially from the information contained herein is available in our most recent report on Form 10-K for the year ended July 25, 2009 and Form 10-Q for the quarter ended October 24, 2009.

CONTACT:	Dress Barn, Inc.
	Investor Relations
	(845) 369-4600