SC TO-C

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                   SCHEDULE TO
                                 (Rule 14d-100)
            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))

                              The Dress Barn, Inc.
                              --------------------
                        (Name of Filing Person (Offeror))

                     Common Stock, par value $.05 per share
                     --------------------------------------
                         (Title of Class of Securities)

                                   261570-10-5
                                   -----------
                      (CUSIP Number of Class of Securities)

                                 David R. Jaffe
                              The Dress Barn, Inc.
                                30 Dunnigan Drive
                             Suffern, New York 10901
                                 (845) 369-4500
                  (Name, address and telephone number of person
  authorized to receive notices and communications on behalf of filing person)

                                   Copies to:

                              Steven L. Kirshenbaum
                               Proskauer Rose LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000

                            CALCULATION OF FILING FEE

    Transaction Valuation*                   Amount of Filing Fee*
             N/A                                     N/A


*   Pursuant to General Instruction D to Schedule TO, no filing fee is required
    for pre-commencement communications.

[ ]  Check box if any part of the 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:       N/A            Filing Party:     N/A
                            -------                          -------

Form or Registration No.:     N/A            Date Filed:       N/A
                            -------                          -------

[X] Check the box if the filing relates solely to preliminary communications
    made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ] third-party tender offer subject to Rule 14d-1.

[X] issuer tender offer subject to Rule 13e-4.

[ ] going-private transaction subject to Rule 13e-3.

[ ] 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:  [ ]

         This Tender Offer Statement on Schedule TO relates to the preliminary
communications and the pre-commencement communications of an offer by The Dress
Barn, Inc., a Connecticut corporation ("Dress Barn"), to purchase up to
8,000,000 shares of common stock, par value $.05 per share, or such lesser
number of shares as is properly tendered and not properly withdrawn, at a price
not greater than $17.00 nor less than $15.00 per share, net to the seller in
cash, without interest, as set forth in the press release attached as Exhibit
99(a)(5). This Schedule TO is intended to satisfy the reporting requirements of
Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended.

         Dress Barn has not commenced the offer that is referred to in this
communication. Upon commencement of such offer, Dress Barn will file with the
Securities and Exchange Commission a Schedule TO and related exhibits, including
the Offer to Purchase, the Letter of Transmittal and other related documents.
Shareholders are strongly encouraged to read the Schedule TO and related
exhibits, including the Offer to Purchase, the Letter of Transmittal and other
related documents, when these become available because they will contain
important information about the offer. The Schedule TO and related exhibits will
be available without charge at the Securities and Exchange Commission web site
at www.sec.gov and will be delivered without charge to all shareholders of Dress
Barn.

Item 12.  Exhibits.

Exhibit No. 99

      (a)(5) Press Release, dated September 18, 2002

      Pursuant to General Instruction D to Schedule TO, no signature is required
      for the filing of pre-commencement communications.

EX-99

www.dressbarn.com
                              NEWS RELEASE
CONTACT:
ARMAND CORREIA
SENIOR VICE PRESIDENT & CFO
(845) 369-4600
FOR IMMEDIATE RELEASE
SEPTEMBER 18, 2002

                 THE DRESS BARN, INC. DUTCH AUCTION TENDER OFFER

SUFFERN, NY - SEPTEMBER 18, 2002 - The Dress Barn, Inc. (NASDAQ - DBRN), one of
the nation's leading specialty store chains offering value-priced women's career
and casual fashions announced today that its Board of Directors has approved the
initiation of a "Dutch Auction" Tender Offer by Dress Barn to purchase up to
8,000,000 shares of its outstanding common stock at a price per share of not
less than $15.00 nor in excess of $17.00 per share. The tender offer is expected
to commence on or about September 19, 2002 and to expire, unless extended, at
5:00 p.m., New York City time, on or about October 18, 2002.

Under the tender offer, stockholders will have the opportunity to tender some or
all of their shares at a price within the $15.00 to $17.00 price range. Based on
the number of shares tendered and the prices specified by the tendering
stockholders, Dress Barn will determine the lowest per share price within the
range that will enable it to buy 8,000,000 shares, or such lesser number of
shares that are properly tendered. If stockholders of more than 8,000,000 shares
properly tender their shares at or below the determined price per share, Dress
Barn will purchase shares tendered by such stockholders, at the determined price
per share, on a pro rata basis. Stockholders whose shares are purchased in the
offer will be paid the determined purchase price per share net in cash, without
interest, after the expiration of the offer period. The offer is not contingent
upon any minimum number of shares being tendered. The offer is subject to a
number of other terms and conditions specified in the offer to purchase that
will distributed to stockholders.

     Elliot S. Jaffe, Chairman of the Board of The Dress Barn, Inc. commented:
     "We believe that our stock continues to be undervalued in the market and
     that a repurchase of our stock is consistent with our goal of maximizing
     stockholder value. At the same time, our offer provides those who wish to
     sell shares an opportunity to do so at a premium over recent trading prices
     and without incurring transaction fees."

The dealer manager for the offer is Bear, Stearns & Co. Inc. The information
agent is D. F. King & Co., Inc. The offer to purchase, letter of transmittal and
related documents will be mailed to stockholders of record and will also be made
available for distribution to beneficial owners of Dress Barn common stock.






None of Dress Barn, its Board of Directors, the dealer manager and the
information agent is making any recommendation to stockholders as to whether to
tender or refrain from tendering their shares into the tender offer.
Stockholders must decide how many shares they will tender, if any, and the price
within the stated range at which they will offer their shares for purchase by
Dress Barn.

Stockholders and investors should read carefully the offer to purchase and
related materials when they are available because they contain important
information. Stockholders and investors may obtain a free copy (when available)
of the offer to purchase and other documents that will be filed by Dress Barn
with the Securities and Exchange Commission at the Securities and Exchange
Commission's web site at www.sec.gov or from the information agent, D. F. King &
Company, Inc. (800) 431-9633. Stockholders are urged to carefully read these
materials prior to making any decision with respect to the offer.

As previously announced, the Company, will host a conference call on September
18, 2002 at 4:00PM. (EDT). This conference call will be simulcast on The Dress
Barn, Inc.'s website, www.dressbarn.com and www.v-call.com or by telephoning
(334) 323-4100 followed by pass code, 69506#. A replay of the call will be
available until September 26, 2002 by dialing (888) 258-7854 followed by the
passcode 35590.

Simultaneously with the issuance of this news release, the Company has issued a
news release announcing its fourth quarter and fiscal year results. Because of
the timing of the issuance of these two news releases, the Company will host a
second conference call on September 19, 2002 at 8:30AM (EDT). This conference
call will be simulcast on The Dress Barn, Inc.'s website, www.dressbarn.com and
www.v-call.com or by telephoning (334) 323-4011 followed by pass code, 69506#. A
replay of the call will be available until September 27, 2002 by dialing (888)
258-7854 followed by the passcode 37040.

Statements and comments made during the conference calls not historical in
nature are "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. Such factors may be described in our filings with the
Securities and Exchange Commission, including the Company's Annual Report on
Form 10-K for the fiscal year ended July 28, 2001 and Form 10-Q for the fiscal
quarter ended April 27, 2002. The Company does not undertake to publicly update
or revise its forward-looking statements even if experience or future changes
make it clear that our projected results expressed or implied therein will not
be realized.