This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated September 19, 2002, and the related Letter of
Transmittal, and any amendments or supplements to the Offer to Purchase or
Letter of Transmittal. The Offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of Shares of common stock of the Company
residing in any jurisdiction in which the making of the Offer or acceptance
thereof would not be in compliance with the laws of that jurisdiction.

                      Notice of Offer to Purchase for Cash
                                       by
[DRESSBARN LOGO]               THE DRESS BARN, INC.
                                       of
                   Up to 8,000,000 Shares of its Common Stock
                  at a Purchase Price not greater than $17.00
                         nor less than $15.00 per Share

   THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
  EASTERN TIME, ON FRIDAY, OCTOBER 18, 2002, UNLESS THE OFFER
                          IS EXTENDED.

    The Dress Barn, Inc., a Connecticut corporation ('Dress Barn'), is offering
to purchase for cash up to 8,000,000 shares of its common stock, par value $.05
per share (the 'Shares'), upon the terms and subject to the conditions set forth
in the Offer to Purchase dated September 19, 2002 (the 'Offer to Purchase'), and
in the related Letter of Transmittal (which together, as they may be amended and
supplemented from time to time, constitute the 'Offer'). Dress Barn is inviting
its shareholders to tender their Shares at prices specified by the tendering
shareholders that are not greater than $17.00 nor less than $15.00 per Share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions of the Offer. The Offer is not conditioned on any minimum number of
Shares being tendered. The Offer is, however, subject to other conditions set
forth in the Offer to Purchase and the related Letter of Transmittal.

DRESS BARN'S BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER DRESS
BARN NOR ITS BOARD OF DIRECTORS NOR THE DEALER MANAGER IS MAKING ANY
RECOMMENDATION TO DRESS BARN'S SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN
FROM TENDERING THEIR SHARES OR AS TO THE PRICE OR PRICES AT WHICH SHAREHOLDERS
MAY CHOOSE TO TENDER THEIR SHARES. SHAREHOLDERS MUST MAKE THEIR OWN DECISION AS
TO WHETHER TO TENDER THEIR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE
PRICE OR PRICES AT WHICH SUCH SHARES SHOULD BE TENDERED. CERTAIN OF DRESS BARN'S
DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED DRESS BARN THAT THEY INTEND TO
TENDER AN AGGREGATE OF 276,800 SHARES IN THE OFFER REPRESENTING APPROXIMATELY
3.4% OF THEIR HOLDINGS.

    Dress Barn will, upon the terms and subject to the conditions of the Offer,
determine the price per Share, not in excess of $17.00 nor less than $15.00 per
Share, that it will pay for Shares properly tendered under the Offer, taking
into account the number of Shares so tendered and the prices specified by
tendering shareholders. Dress Barn will select the lowest purchase price (the
'Purchase Price') that will allow it to purchase 8,000,000 Shares, or such
lesser number of Shares as are properly tendered (and not properly withdrawn)
pursuant to the Offer. All Shares properly tendered (and not properly withdrawn)
prior to the Expiration Date (as defined below) at prices at or below the
Purchase Price will be purchased at the Purchase Price, upon the terms and
subject to the conditions of the Offer, including the 'odd lot' and proration
provisions.

    Under no circumstances will interest be paid on the Purchase Price for the
Shares, regardless of any delay in making payment for the Shares. All Shares
acquired in the Offer will be acquired at the same Purchase Price regardless of
whether the shareholder selected a lower price. The term 'Expiration
Date' means 5:00 p.m., eastern time, on Friday, October 18, 2002, unless Dress
Barn, in its sole discretion, shall have extended the period of time during
which the Offer will remain open, in which



event the term 'Expiration Date' shall refer to the latest time and date at
which the Offer, as so extended by Dress Barn, shall expire. Dress Barn
reserves the right, in its sole discretion, to purchase more than 8,000,000
Shares under the Offer subject to applicable law. For purposes of the Offer,
Dress Barn will be deemed to have accepted for payment (and therefore purchased)
Shares properly tendered and not withdrawn, subject to the 'odd lot' and
proration provisions of the Offer, only when, as and if Dress Barn gives oral
or written notice to Mellon Investor Services LLC, the Depositary of the Offer,
of its acceptance for payment of such Shares under the Offer. Payment for Shares
tendered and accepted for payment under the Offer will be made only after timely
receipt by the Depositary of certificates for such Shares or a timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the 'Book-Entry Transfer Facility' (as defined in the Offer to
Purchase), a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile of the Letter of Transmittal), an Agent's Message
(as defined in the Offer to Purchase) in the case of a book-entry transfer, or
the specific acknowledgement in the case of a tender through the Automated
Tender Offer Program of the Book-Entry Transfer Facility (as defined in the
Offer to Purchase) and any other documents required by the Letter of
Transmittal.

    Upon the terms and subject to the conditions of the Offer, if at the
Expiration Date more than 8,000,000 Shares (or such greater number of Shares as
Dress Barn may elect to purchase) are properly tendered at or below the Purchase
Price and not withdrawn, Dress Barn will buy Shares first from all Dress Barn's
holders of 'odd lots' of less than 100 Shares (not including any Shares held in
Dress Barn's 401(k) Profit Sharing Retirement Savings Plan, which will not have
priority) who properly tender all of their Shares at or below the Purchase Price
selected by Dress Barn. Second, after purchasing all Shares from the 'odd lot'
holders, Dress Barn will purchase Shares from all other shareholders who
properly tender Shares at or below the Purchase Price selected by Dress Barn, on
a pro rata basis, subject to the conditional tender provisions described in
Section 6 of the Offer to Purchase. Third, if necessary to permit Dress Barn to
purchase 8,000,000 Shares, Shares conditionally tendered (for which the
condition was not initially satisfied) at or below the purchase price selected
by Dress Barn will, to the extent feasible, be selected for purchase by random
lot. To be eligible for purchase by random lot, shareholders whose Shares are
conditionally tendered must have tendered all of their Shares. See Sections 1
and 6 of the Offer to Purchase.

    Dress Barn expressly reserves the right, in its sole discretion, at any time
and from time to time, to extend the period of time during which the Offer is
open and thereby delay acceptance for payment of, and payment for, any Shares by
giving oral or written notice of such extension to the Depositary and making a
public announcement thereof no later than 9:00 a.m., eastern time, on the next
business day after the previously scheduled expiration date. During any such
extension, all Shares previously tendered and not properly withdrawn will remain
subject to the Offer and to the right of a tendering shareholder to withdraw
such shareholder's Shares.

    Dress Barn is making the Offer because (1) Dress Barn believes that it
currently has excess capital for its business operations, (2) Dress Barn
believes that the Offer is consistent with its long-term corporate goal of
increasing shareholder value, (3) the Offer is a prudent use of its financial
resources and assets, in light of the current market price of Dress Barn's
common stock, and (4) Dress Barn believes that investing in its own Shares would
result in an improved capital structure and an efficient means to provide value
to its shareholders. In addition, where Shares are tendered by the registered
owner thereof directly to the Depositary pursuant to the Offer, the sale of
those Shares in the Offer will permit the seller to avoid the usual transaction
costs associated with open market sales.

    Tenders of Shares under the Offer are irrevocable, except that tendered
Shares may be withdrawn at any time prior to the expiration date and, unless
previously accepted for payment by Dress Barn under the Offer, may also be
withdrawn at any time after 5:00 p.m., eastern time, on Friday, November 15,
2002. For withdrawal to be effective, a written or facsimile transmission notice
of withdrawal must be timely received by Mellon Investor Services LLC at its
address set forth on the back cover of the Offer to Purchase. Any such notice of
withdrawal must specify the name of the tendering shareholder, the number of
Shares to be withdrawn and the name of the registered holder of such Shares. If
the certificates for Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, then, before the release of such certificates, the
serial numbers shown on such certificates must be submitted to the Depositary
and the signature(s) on the notice of withdrawal must be guaranteed by an
'eligible guarantor institution' (as defined in the Offer to Purchase), unless
such Shares have been tendered for the account of an eligible guarantor
institution. If Shares have been tendered pursuant to



the procedure for book-entry transfer set forth in the Offer to Purchase,
any notice of withdrawal also must specify the name and the number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Shares and must otherwise comply with such Book-Entry Transfer Facility's
procedures. All questions as to the form and validity of any notice of
withdrawal, including the time of receipt, will be determined by Dress Barn,
in its sole discretion, whose determination will be final and binding. None of
Dress Barn, Mellon Investor Services LLC as the Depositary, D. F. King & Co.,
Inc. as the Information Agent, Bear, Stearns & Co. Inc. as the Dealer Manager
or any other person will be under any duty to give notification of any defects
or irregularities in any tender or notice of withdrawal or incur any liability
for failure to give any such notification.

    In certain circumstances, some tendering shareholders whose Shares are
purchased in the Offer may be treated for U. S. federal tax purposes as having
received an amount taxable as a distribution or dividend rather than as a
capital gain or loss. Shareholders are strongly encouraged to read the Offer to
Purchase for additional information regarding the U. S. federal tax consequences
of participating in the Offer.

    The information required to be disclosed by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference.

    The Offer to Purchase and the related Letter of Transmittal are being mailed
promptly to record holders of Shares whose names appear on Dress Barn's
shareholder list and will be furnished to brokers, dealers, commercial banks,
trust companies and similar persons whose names, or the names of whose nominees,
appear on the shareholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.

 THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. SHAREHOLDERS SHOULD READ THEM CAREFULLY BEFORE MAKING ANY DECISION
                              REGARDING THE OFFER.

    Any questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at the respective telephone numbers and addresses
set forth below. Additional copies of the Offer to Purchase, the Letter of
Transmittal and the Notice of Guaranteed Delivery may be obtained from the
Information Agent at the address and telephone number set forth below and will
be promptly furnished by Dress Barn at its expense. Shareholders may also
contact their broker, dealer, commercial bank, trust company or nominee for
assistance concerning the Offer. To confirm delivery of Shares, shareholders are
directed to contact the Depositary.

                    The Information Agent for the Offer is:
                             D. F. KING & CO., INC.
                          77 Water Street, 20th floor
                               New York, NY 10005
                 Banks and Brokers Call Collect: (212) 269-5550
                   All Others Call Toll-Free: (800) 431-9633

                      The Dealer Manager for the Offer is:
                            BEAR, STEARNS & CO. INC.
                               383 Madison Avenue
                               New York, NY 10179
                           Toll-Free: (866) 453-9383