-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LSnHgoKo0dG8f/+/1pu7BzBOOK7lwQGg4E233/r7PwdU0+xKBe0KmJ04BJkSjqgc xOozzkdhUUI2dyZNflBrVQ== 0001144204-06-007480.txt : 20061016 0001144204-06-007480.hdr.sgml : 20061016 20060223170912 ACCESSION NUMBER: 0001144204-06-007480 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRESS BARN INC CENTRAL INDEX KEY: 0000717724 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 060812960 STATE OF INCORPORATION: CT FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 30 DUNNIGAN DR CITY: SUFFERN STATE: NY ZIP: 10901 BUSINESS PHONE: 8453694600 MAIL ADDRESS: STREET 1: 30 DUNNIGAN DRIVE STREET 2: C/O VICE PRESIDENT FINANCE CITY: SUFFERN STATE: NY ZIP: 10901 CORRESP 1 filename1.htm

February 23, 2006

Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:
 Post-Effective Amendment No. 2 to Form S-1 Registration Statement
  Registration No. 333-124512
 
Ladies and Gentlemen:

Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the effective date of the above-referenced Post-Effective Amendment No. 2 to Form S-1 Registration Statement be accelerated so that it may become effective at 9:00 a.m. on Friday, February 24, 2006 or as soon as practicable thereafter.

In addition, the Registrant acknowledges that:

·  
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filling;

·  
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·  
the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
    Sincerely,
     
    THE DRESS BARN, INC.
 
 		  
 		  
 
    /s/ Armand Correia
 
Armand Correia
  Senior Vice President and Chief Financial Officer

 
 
 
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