10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 28, 2006   Commission file number 0-11736

THE DRESS BARN, INC.

(Exact name of registrant as specified in its charter)

Connecticut	06-0812960
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
30 Dunnigan Drive, Suffern, New York	10901
(Address of principal executive offices)	(Zip Code)

(845) 369-4500

(Registrant's telephone number, including area code)

Indicate whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x  Accelerated filero Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

The Registrant had 62,124,411 shares of common stock outstanding as of December 6, 2006.

THE DRESS BARN, INC.

FORM 10-Q

QUARTER ENDED OCTOBER 28, 2006

TABLE OF CONTENTS

	Page Number
Part I. FINANCIAL INFORMATION:
Item 1. Condensed Consolidated Financial Statements (unaudited):
Condensed Consolidated Balance Sheets atOctober 28, 2006 and July 29, 2006	3
Condensed Consolidated Statements of Earningsfor the thirteen weeks ended October 28, 2006
and October 29, 2005	4
Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended October 28, 2006
and October 29, 2005	5
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk	19
Item 4. Controls and Procedures	19
Part II. OTHER INFORMATION:
Item 1. Legal Proceedings	20
Item 1A. Risk Factors	20
Item 2.  Unregistered Sales of EquitySecurities and Use of Proceeds	20
Item 6.  Exhibits	21
SIGNATURES	21

2

Part I. FINANCIAL INFORMATION

Item 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The Dress Barn, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
Amounts in thousands, except share data
	October 28, 2006		July 29, 2006
ASSETS
Current Assets:
Cash and cash equivalents	$	43,706	$	34,168
Restricted cash		100		100
Marketable securities and investments		133,828		118,745
Merchandise inventories		173,608		170,487
Deferred income tax asset		6,459		6,459
Prepaid expenses and other		17,872		19,404
Total Current Assets		375,573		349,363
Property and Equipment		465,192		452,816
Less accumulated depreciation and amortization		224,699		214,751
Property and equipment, net		240,493		238,065
Intangible Assets, net		109,937		110,199
Goodwill		130,656		132,566
Other Assets		17,950		16,667
TOTAL ASSETS	$	874,609	$	846,860
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable - trade	$	101,906	$	121,198
Accrued salaries, wages and related expenses		41,591		38,917
Other accrued expenses		43,763		38,557
Customer credits		16,450		16,260
Income taxes payable		18,218		11,453
Current portion of long-term debt		1,164		1,148
Total Current Liabilities		223,092		227,533
Long-term debt		144,454		144,751
Deferred rent and other		56,253		55,352
Deferred tax liability		11,493		10,077
Total Liabilities		435,292		437,713
Commitments and Contingencies
Shareholders' Equity:
Common stock, par value $0.05 per share:
Authorized- 75,000,000 shares
Issued and outstanding at October 28, 2006 was 61,834,685 shares and issued and outstanding at July 29, 2006 was 61,715,588 shares		3,092		3,086
Additional paid-in capital		90,407		87,673
Retained earnings		345,798		318,380
Accumulated other comprehensive income		20		8
Total Shareholders’ Equity		439,317		409,147
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	874,609	$	846,860

See notes to condensed consolidated financial statements (unaudited)

3

The Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings (unaudited)

Amounts in thousands, except per share amounts

		Thirteen Weeks Ended
		October 28, 2006			October 29, 2005
Net sales	$	358,438		$	318,889
Cost of sales, including occupancy and buying costs		209,516			186,774
Gross profit		148,922			132,115
Selling, general and administrative expenses		93,728			84,740
Depreciation and amortization		10,837			10,305
Operating income		44,357			37,070
Interest income		1,380			150
Interest expense		(1,231	)		(1,708	)
Other income		372			381
Earnings before income taxes		44,878			35,893
Income taxes		17,460			15,525
Net earnings	$	27,418		$	20,368
Earnings per share:
Basic	$	0.45		$	0.34
Diluted	$	0.40		$	0.32
Weighted average shares outstanding:
Basic		61,609			60,540
Diluted		69,352			63,410

See notes to condensed consolidated financial statements (unaudited)

4

The Dress Barn, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
Amounts in thousands	Thirteen Weeks Ended
	October 28, 2006			October 29, 2005
Operating Activities:
Net earnings	$	27,418		$	20,368
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization		10,846			10,305
Provision for impairment and asset disposals		403			505
Deferred income taxes		1,416			(1,331	)
Deferred rent and other occupancy		(1,606	)		(1,009	)
Share-based compensation		1,271			907
Tax benefit related to share-based compensation		667			1,659
Excess tax benefits from share-based compensation		(568	)		(1,647	)
Amortization of debt issuance costs		98			483
Cash surrender value of life insurance		(242	)		(30	)
Other		6			—
Changes in assets and liabilities:
(Increase) / decrease in merchandise inventories		(3,121	)		1,143
Decrease in prepaid expenses and other		3,527			267
Decrease in other assets		243			325
Decrease in accounts payable - trade		(19,292	)		(7,682	)
Increase in accrued salaries, wages and related expenses		2,674			2,816
Increase in other accrued expenses		3,905			1,121
Increase in customer credits		190			955
Increase in income taxes payable		6,765			12,714
Increase in other long-term liabilities		2,507			2,187
Total adjustments		9,689			23,688
Net cash provided by operating activities		37,107			44,056

5

The Dress Barn, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
Amounts in thousands
	Thirteen Weeks Ended
	October 28, 2006			October 29, 2005
Investing Activities:
Cash paid for property and equipment		(12,105	)		(7,048	)
Purchases of long-term investments		(1,400	)		(86	)
Sales and maturities of marketable securities and investments		63,534			11,187
Purchases of marketable securities and investments		(78,687	)		(34,219	)
Net cash used in investing activities		(28,658	)		(30,166	)
Financing Activities:
Repayments of long-term debt		(281	)		(10,267	)
Refund of deferred financing costs		—			10
Proceeds from employee stock purchase plan purchases		74			59
Excess tax benefits from share-based compensation		568			1,647
Proceeds from stock options exercised		728			1,202
Net cash provided by / (used in) financing activities		1,089			(7,349	)
Net increase in cash and cash equivalents		9,538			6,541
Cash and cash equivalents - beginning of period		34,168			42,434
Cash and cash equivalents - end of period	$	43,706		$	48,975
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes	$	8,763		$	2,732
Cash paid for interest	$	410		$	763
Accrual for capital expenditures	$	1,301		$	2,147

See notes to condensed consolidated financial statements (unaudited)

6

The Dress Barn, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Basis of Presentation

The unaudited condensed consolidated financial statements included in this Form 10-Q have been prepared by The Dress Barn, Inc., and its wholly owned subsidiaries (collectively the “Company”, “we”, “our” or similar terms) pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed, or omitted, pursuant to such rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 29, 2006 (the “Company’s 10-K” or “our 10-K”). The interim periods presented in this report are the thirteen weeks ended October 28, 2006 (the “first quarter”) and the thirteen weeks ended October 29, 2005 (the “prior period”). The results of operations for these interim periods are not necessarily indicative of results to be expected for the fiscal year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. The July 29, 2006 condensed consolidated balance sheet amounts have been derived from audited financial statements in the Company’s 10-K. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

All prior period common stock and share and per share amounts have been adjusted to reflect a two-for-one split of the Company’s common stock effective April 3, 2006.

Cost of sales consists of net merchandise costs, including design, sourcing, importing and inbound freight costs, as well as markdowns, shrinkage and promotional costs. Buying, occupancy and warehousing costs consists of compensation and travel for our buyers and certain senior merchandising executives; rent related to our stores, corporate headquarters, distribution centers and other office space; freight from our distribution centers to the stores; and compensation and supplies for our distribution centers, including purchasing, receiving and inspection costs. The sales return reserve was $1.8 million as of October 28, 2006, and $1.6 million as of October 29, 2005, and is based on projected merchandise returns determined through the use of historical average return percentages.

Selling, general and administrative expenses consist of compensation and employee benefit expenses, other than for our design, sourcing and importing teams, our buyers and our distribution centers personnel. Such compensation and employee benefit expenses include salaries, incentives and related benefits associated with our stores and corporate headquarters, except as previously noted. Selling, general and administrative expenses also include advertising costs, supplies for our stores and home office, communication costs, travel and entertainment, leasing costs and services purchased.

Equity investments for which the Company does not have the ability to exercise significant influence and for which there is not a readily determinable market value are accounted for under the cost method of accounting. The Company periodically evaluates the carrying value of its investments accounted for under the cost method of accounting, such that they are recorded at the lower of cost or estimated net realizable value. For equity investments in which the Company exerts significant influence over operating and financial policies, the equity method of accounting is used. The Company’s share of net income or losses of equity investments is included in the unaudited Consolidated Statements of Earnings and was not material in any period presented.

The Company's cash flow statement for the prior period has been revised to reflect a decrease in the deferred rent and occupancy adjustment to net income and an increase to the change in other long term liabilities of $2.2 million. These offsetting amounts had no impact on the previously reported cash flows provided by operating activities.

7

The Dress Barn, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

2. Share-Based Compensation

The Company's 2001 Stock Incentive Plan, as amended November 30, 2005, provides for the granting of either ISO’s or non-qualified options to purchase shares of common stock, with a total of 12 million shares available for grant. As of October 28, 2006 there were approximately 7.0 million shares under the 2001 plan available for future grant. All of the Company’s prior stock option plans have expired as to the ability to grant new options.

Stock option awards outstanding under the Company’s current plans have generally been granted at exercise prices which are equal to the market value of our stock on the date of grant, generally vest over five years and expire no later than ten years after the grant date. We recognize compensation expense ratably over the vesting period, net of estimated forfeitures. During the first quarter, the Company recognized a total of approximately $1.3 million in share-based compensation expense. As of October 28, 2006, there was $12.8 million of total unrecognized compensation cost related to nonvested options, which is expected to be recognized over a remaining weighted-average vesting period of 3.4 years. The total intrinsic value of options exercised during the first quarter was approximately $1.7 million.

Following is a summary of the changes in stock options outstanding during the first quarter:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (000’s)
Options outstanding at July 29, 2006		6,255,862		$	8.81		7.4
Granted		—			—
Forfeited or expired		(54,700	)		10.96
Exercised		(118,714	)		6.13
Options outstanding at October 28, 2006		6,082,448		$	8.84		7.2	$	76,864.8
Vested and exercisable at October 28, 2006		2,433,117		$	6.67		5.6	$	36,030.5

The 2001 Stock Incentive Plan also allows for the issuance of restricted shares. Prior to January 2005, restricted shares did not count against the 2001 Stock Incentive Plan. Shares of restricted stock that are granted are counted against the shares available for future grant limit as three shares for every one restricted share granted. In general, if options are canceled for any reason, or expire or terminate unexpired, the shares covered by such options again become available for grant. If a share of restricted stock is forfeited for any reason, three shares become available for grant.

In accordance with SFAS No. 123R, the fair value of restricted stock awards is estimated on the date of grant based on the market price of our stock and is amortized to compensation expense on a straight-line basis over the related vesting periods, which are generally five years. As of October 28, 2006, there was $0.6 million of total unrecognized compensation cost related to nonvested restricted stock awards, which is expected to be recognized over a remaining weighted-average vesting period of 2.9 years. The unrecognized compensation cost related to nonvested restricted stock awards is recorded as a reduction in additional paid-in capital. Compensation expense recognized for restricted stock awards during the first quarter was $0.1 million.

Following is a summary of the changes in the shares of restricted stock outstanding during the first quarter:

	Number of Shares			Weighted Average Grant Date Fair Value Per Share
Restricted stock awards at July 29, 2006		155,440		$	9.62
Granted		—			—
Vested		(8,200	)	$	10.02
Forfeited		(3,200	)	$	18.10
Restricted stock awards at October 28, 2006		144,040		$	9.41

8

The Dress Barn, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

The Company’s Employee Stock Purchase Plan allows eligible full-time employees to purchase a limited number of shares of the Company’s common stock during each quarterly offering period at a 10% discount through weekly payroll deductions. During the first quarter we sold approximately 3,600 shares to employees at an average discount of $2.18 per share under the Employee Stock Purchase Plan. The compensation expense recognized for the discount given under the Employee Stock Purchase Plan was approximately $7,800 for the first quarter.

Prior to the adoption of SFAS No. 123R, we presented all tax benefits resulting from the exercise of stock options as operating cash flows in the Condensed Consolidated Statement of Cash Flows. SFAS No. 123R requires that cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for options exercised (“excess tax benefits”) be classified as financing cash flows. For the first quarter, excess tax benefits realized from the exercise of stock options was approximately $0.6 million.

The fair values of the options granted under the Company’s fixed stock option plans were estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: 

	Thirteen Weeks Ended
	October 28, 2006		October 29, 2005
Weighted average risk-free interest rate	(1	)	4.2	%
Weighted average expected life (years)	(1	)	4.7
Weighted average expected volatility of the market price of the Company’s common stock by grantee group	(1	)	42.2	%
Expected dividend yield	(1	)	0	%

(1)   The Company did not grant any options during the first quarter.

The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. The expected life of options represents the period of time the options are expected to be outstanding and is based on historical trends. The risk-free rate is based on the yield of a US Treasury strip rate with a maturity date corresponding to the expected term of the option granted. The expected volatility assumption is based on the historical volatility of the Company’s stock over a term equal to the expected term of the option granted. In addition, option valuation models require input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in subjective input assumptions can materially affect the fair value estimate, the actual value realized at the time the options are exercised may differ from the estimated values computed above.

3. Marketable Securities and Investments

The Company purchases short-term investments and marketable securities that have been designated as “available-for-sale” as required by SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. Available-for-sale securities are carried at fair value with the unrealized gains and losses reported in shareholders’ equity under the caption “Accumulated Other Comprehensive Income (Loss).” The cost of securities sold is based on the specific identification method.

The amortized cost and estimated fair value based on published closing prices of securities at October 28, 2006 and July 29, 2006, are shown below. 

		October 28, 2006				July 29, 2006
(Amounts in thousands)		Estimated Fair Value		Cost		Estimated Fair Value		Cost
Municipal bonds	$	27,423	$	27,403	$	29,465	$	29,457
Tax-exempt auction rate securities		106,405		106,405		89,280		89,280
Total	$	133,828	$	133,808	$	118,745	$	118,737

9

The Dress Barn, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

The Company periodically reviews its investment portfolio to determine if there is an impairment that is other than temporary, and to date has not experienced any impairment in its investments that were other than temporary. In evaluating whether the individual investments in the investment portfolio are not other than temporarily impaired, the Company considered the credit rating of the individual securities, the cause of the impairment of the individual securities, and the severity of the impairment of the individual securities.

4. Stock Repurchase Program

The Board of Directors authorized a $75 million stock repurchase program that was announced on April 5, 2001. As of the date of this filing, the Company had repurchased 4,885,400 shares at an aggregate purchase price of approximately $26.7 million. At October 28, 2006, the Company had $48.3 million of repurchase availability remaining. During the thirteen weeks ended October 28, 2006 and October 29, 2005, no shares were repurchased under this stock repurchase program. Purchases of shares of the Company’s common stock will be made at our discretion from time to time, subject to market conditions and at prevailing market prices, through open market purchases or in privately negotiated transactions. Treasury (reacquired) shares are retired and treated as authorized but unissued shares.

5. Earnings Per Share

Basic earnings per share are computed based upon the weighted average number of common shares outstanding. The computation of diluted earnings per share includes the foregoing and exercise of all stock options using the treasury stock method and conversion obligation of the Convertible Senior Notes (refer to Note 7), to the extent dilutive. Common equivalent shares outstanding consist of shares covered by stock options and the Convertible Senior Notes, to the extent dilutive.

	Thirteen Weeks Ended
(Amounts in thousands)	October 28, 2006	October 29, 2005
Weighted average number of common shares outstanding - basic	61,609	60,540
Net effect of dilutive common share equivalents that include stock options and convertible securities based on the treasury stock method using the average market price	7,743	2,870
Weighted average number of common shares outstanding - diluted	69,352	63,410

The Convertible Senior Notes were dilutive to earnings per share at October 28, 2006 since the average price of the Company’s stock for the first quarter was more than the conversion price of the Convertible Senior Notes. In accordance with Emerging Issues Task Force (“EITF”) Issue No. 04-8, The Effect of Contingently Convertible Debt on Diluted Earnings Per Share, the number of additional shares related to the dilutive effect of the Convertible Senior Notes was approximately 5.4 million shares in the first quarter and approximately 1.5 million shares for the prior period. There were 68,200 common stock equivalents that were anti-dilutive for the first quarter and none for the prior period.

6.Goodwill and Other Intangible Assets

In January 2005, we acquired Maurices Incorporated, and the Company accounted for the acquisition as a purchase using the accounting standards established in SFAS No. 141, Business Combinations, and, accordingly, the excess purchase price over the fair market value of the underlying net assets acquired was allocated to goodwill. In connection with the acquisition, there was an unsettled purchase price adjustment that would be ultimately determined upon finalization of the seller’s tax returns. This determination of the purchase price was resolved during the first quarter of fiscal 2007, resulting in a $1.9 million reduction of the goodwill that was initially recorded and a corresponding increase to other current assets.

10

The Dress Barn, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, amortization of goodwill and indefinite life intangible assets is replaced with annual impairment tests. The Company performs an impairment test at least annually on or about June 30^th or whenever events or changes in business circumstances necessitate determining whether an impairment charge related to the carrying value of the Company’s recorded goodwill or indefinite life intangible assets is needed. Other identifiable intangible assets consist of trade names, customer relationships and proprietary technology. Trade names have an indefinite life and therefore are not amortized. Customer relationships and proprietary technology constitute the Company's identifiable intangible assets subject to amortization, which are amortized on a straight-line basis over their useful lives. The estimated annual amortization expense over the next five years is approximately $1 million per fiscal year. The weighted average expected life of the other intangible assets subject to amortization is 6 years.

7. Long-Term Debt

Long-term debt consists of the following:

(Amounts in thousands)		October 28, 2006			July 29, 2006
Dunnigan Mortgage	$	30,618		$	30,899
Convertible Senior Notes		115,000			115,000
		145,618			145,899
Less: current portion		(1,164	)		(1,148	)
Total	$	144,454		$	144,751

The Dunnigan mortgage loan is in connection with the purchase of the Suffern, New York facility, of which the major portion is the Company’s corporate offices and dressbarn’s distribution center. Payments of principal and interest on the mortgage, a 20-year fully amortizing loan, continue through 2023.

The Company’s 2.50% Convertible Senior Notes (“Convertible Senior Notes”), which have an aggregate principal amount of $115 million, are due 2024. The Company may redeem some or all of the Convertible Senior Notes for cash at any time on or after December 22, 2011 at a redemption price equal to 100% of the principal amount of the notes plus accrued interest. Holders may convert their notes into cash and shares of the Company’s common stock, if any, at a conversion rate of 95.1430 shares per $1,000 principal amount of Convertible Senior Notes (equal to a conversion price of approximately $10.51 per share), during specified periods. Upon conversion, the Company would deliver cash for the aggregate principal amount of Convertible Senior Notes to be converted. The excess, if any, of the price of the Company’s common stock above $10.51 per share would be payable in common shares. If the market price of the common stock exceeds the conversion price, the Company is required to use the treasury stock method in calculating diluted earnings per share for the number of shares to be issued for the excess value. As of October 30, 2006 and continuing through January 26, 2007, the holders of the Convertible Senior Notes may convert their notes as described above because the Company’s stock price closed at or above $12.61 per share for twenty trading days within the thirty trading day period ending on October 27, 2006. On October 27, 2006, the market value of the Convertible Senior Notes was $251.1 million as valued on PORTAL (Private Offering Resale and Trading through Automated Linkage).

The Company’s credit agreement provides a senior secured revolving credit facility that provides for borrowings and issuance of letters of credit for up to $100 million, which the Company may request be increased up to $150 million. The Credit Agreement will terminate on December 21, 2010 or earlier under certain conditions. Borrowings under the Credit Agreement are based on either LIBOR or the higher of the prime rate of JPMorgan Chase Bank, N.A. or the Federal Funds Effective Rate plus 0.50%. The interest rates under the Credit Agreement vary depending upon our adjusted leverage ratio. The Credit Agreement contains affirmative, negative and financial covenants customary for facilities of this type. The Credit Agreement is secured by substantially all of our assets; and none of our subsidiaries have guaranteed the Credit Agreement. As of October 28, 2006, $43 million was available under the Credit Agreement, which represents the $100 million from our senior secured revolving credit facility less $57 million of outstanding letters of credit at October 28, 2006.

11

The Dress Barn, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

8.Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board’s (“FASB”) Emerging Issues Task Force reached a consensus on Issue No. 06-3, “How Taxes Collected from Customers and Remitted to Governmental Authorities Should be Presented in the Income Statement (That Is, Gross versus Net Presentation)” (“EITF 06-3”). EITF 06-3 includes sales, use, value-added and some excise taxes that are assessed by a governmental authority on specific revenue-producing transactions between a seller and a customer. EITF 06-3 requires disclosure of the method of accounting for the applicable assessed taxes and the amount of assessed taxes included in revenues if such taxes are accounted for under the gross method. EITF 06-3 is effective for interim and annual periods beginning after December 15, 2006. The Company does not expect EITF 06-3 to have a material impact on our consolidated financial position, results of operations or cash flows.

In June 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, which clarifies the accounting for uncertainty in income taxes recognized in financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 requires that companies recognize in their consolidated financial statements the impact of a tax position that is more likely than not to be sustained upon examination based on the technical merits of the position. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 (our Fiscal 2008). We have not completed our evaluation of the impact that this standard will have on our consolidated financial position, results of operations or cash flows.

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157 (“SFAS No. 157”), Fair Value Measurements, which defined fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. SFAS No. 157 applies to other accounting pronouncements that require or permit fair value measurement. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 (our Fiscal 2009), and for interim periods within those fiscal years. We have not completed our evaluation of the potential impact, if any, of the adoption of SFAS No. 157 on our consolidated financial position, results of operations or cash flows.

In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, which provides interpretive guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of materiality assessment. SAB No. 108 is effective for fiscal years ending after November 15, 2006 (our Fiscal 2007). We have not completed our evaluation of the potential impact, if any, of the adoption of SAB No. 108 on our operating income or net earnings. The cumulative effect, if any, of applying the provisions of SAB No. 108 will be reported as an adjustment to beginning-of-year retained earnings.

12

The Dress Barn, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

9. Segments

Effective with the acquisition of maurices in January 2005, we operate and report in two segments, the dressbarn brands and the maurices brand. We believe that the maurices brand is currently a reportable segment, consistent with the way our chief operating decision-makers review the results of operations for each of the two brands. In addition, maurices also distributes goods to its stores through a separate distribution center and has financial reporting systems separate from dressbarn.

Selected financial information by reportable segment and a reconciliation of the information by segment to the consolidated totals is as follows:

	Thirteen Weeks Ended
(Amounts in millions)	October 28, 2006			October 29, 2005
Net sales
dressbarn and dressbarn woman brands	$	242.1		$	213.6
maurices brand		116.3			105.3
Consolidated net sales	$	358.4		$	318.9
Operating income
dressbarn and dressbarn woman brands	$	28.3		$	22.0
maurices brand		16.1			15.0
Consolidated operating income		44.4			37.0
Interest income		1.3			0.2
Interest expense		(1.2	)		(1.7	)
Other income		0.4			0.4
Earnings before provision for income taxes	$	44.9		$	35.9
Depreciation and amortization
dressbarn and dressbarn woman brands	$	6.6		$	6.3
maurices brand		4.2			4.0
Consolidated depreciation and amortization	$	10.8		$	10.3
Capital expenditures
dressbarn and dressbarn woman brands	$	7.0		$	4.9
maurices brand		5.1			2.1
Consolidated capital expenditures	$	12.1		$	7.0

(Amounts in millions)	October 28, 2006		July 29, 2006
Identifiable assets
dressbarn and dressbarn woman brands	$	731.9	$	707.9
maurices brand		142.7		139.0
Total identifiable assets	$	874.6	$	846.9
Merchandise inventories
dressbarn and dressbarn woman brands	$	114.3	$	113.9
maurices brand		59.3		56.6
Total merchandise inventories	$	173.6	$	170.5

13

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations are based upon the Company's unaudited condensed consolidated financial statements and should be read in conjunction with those statements, the notes thereto and our Annual Report on Form 10-K for the fiscal year ended July 29, 2006. This Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect the Company’s current views with respect to future events and financial performance. The Company’s actual results of operations and future financial condition may differ materially from those expressed or implied in any such forward-looking statements as a result of certain factors set forth in the Company’s Annual Report on Form 10-K for its fiscal year ended July 29, 2006. We disclaim any intent or obligation to update or revise any forward-looking statements as a result of developments occurring after the period covered by this report or otherwise.

Management Overview

This Management Overview section of Management’s Discussion and Analysis of Financial Condition and Results of Operations provides a high level summary of the more detailed information elsewhere in this quarterly report and an overview to put this information into context. This section is also an introduction to the discussion and analysis that follows. Accordingly, it necessarily omits details that appear elsewhere in this quarterly report. It should not be relied upon separately from the balance of this quarterly report.

We operate a chain of primarily women’s apparel specialty stores, principally under the names “dressbarn” and “dressbarnwoman” and, since our January 2005 acquisition of Maurices Incorporated, “maurices.” Our dressbarn stores are operated mostly in a combination of dressbarn and dressbarnwoman stores, or Combo stores, which carry dressbarn and larger-sized dressbarnwoman merchandise, as well as freestanding dressbarn and dressbarnwoman stores. These stores offer in-season, moderate to better quality career and casual fashion to working women primarily in their mid 30s to mid 50s at value prices. Our maurices stores are concentrated in small markets in the United States and their product offerings are designed to appeal to the apparel and accessory needs of the 17 to 34 year-old woman and to the casual and dressy apparel needs of the 17 to 34 year-old male.

With the acquisition of maurices, the Company has diversified its core business and believes it has strengthened its foundation for future growth. The addition of maurices allows the Company to broaden its demographic reach and diversify its retail base. With this broader foundation, the Company expects to continue its strategy of opening new stores while closing under-performing locations. Our store expansion strategy is to focus on both expanding in the Company's major trading markets and developing and expanding into new domestic markets. The Company plans to continue its planned store openings using cash flow from operations. The Company plans to open approximately 70 additional stores and plans to close approximately 20 stores during the remainder of its fiscal year ending July 28, 2007 (“Fiscal 2007”). During the first fiscal quarter of Fiscal 2007 which ended October 28, 2006 (the “first quarter”), we opened 20 dressbarn brand Combo stores and 15 maurices stores, and 2 freestanding dressbarn brand stores were converted into a Combo. There were 2 closings of dressbarn brand locations during the first quarter. The Company’s total store square footage at the end of the first quarter increased 4.2% from the end of the fiscal quarter ended October 29, 2005 (the “prior period”)

Customer tastes and fashion trends are volatile and can change rapidly. Our success depends in part on our ability to effectively predict and respond to changing fashion trends and consumer demands, and to translate market trends into appropriate, saleable product offerings. If we are unable to successfully predict or respond to changing styles or trends and misjudge the market for our products or any new product lines, our sales will be lower and we may be faced with a substantial amount of unsold inventory. In response, we may be forced to rely on additional markdowns or promotional sales to dispose of excess or slow-moving inventory, which may have a material adverse effect on our financial condition or results of operations.

We consider comparable store sales to be one of the most important indicators of our current performance. Comparable store sales results are important in leveraging our costs, including store payroll, store supplies, and rent. Positive comparable store sales contribute to greater leveraging of costs. Comparable store sales also have a direct impact on the Company's total net sales, cash and working capital. The Company calculates comparable store sales based on the sales of stores open throughout the full period and throughout the full prior period (including stores relocated within the same shopping center and stores with minor square footage additions). If a single-format store is converted into a Combo store, the additional sales from the incremental format are not included in the calculation of same store sales. The determination of which stores are included in the comparable store sales calculation only changes at the beginning of each fiscal year except for stores that close during the fiscal year which are excluded from comparable store sales beginning with the fiscal month the store actually closes.

14

Management uses a number of key indicators of financial condition and operating performance to evaluate the performance of the Company’s business, including the following:

	Thirteen Weeks Ended
	October 28, 2006			October 29, 2005 (1)
Net sales growth		12.4	%		61.8	%
dressbarn comparable store sales		9.6	%		8.1	%
maurices comparable store sales		2.2	%		10.5	%
Total comparable store sales growth		7.1	%		8.9	%
Gross profit as a percentage of sales		41.5	%		41.4	%
Square footage growth vs. prior year		4.2	%		58.4	%
Total store count		1,371			1,303
Diluted earnings per share (2)		$0.40			$0.32
SG&A as a percentage of sales		26.1	%		26.6	%
Capital expenditures (in millions)		$12.1			$7.0

(1)   Increases in sales and square footage primarily due to the acquisition of maurices in January 2005

(2)   Reflects the 2-for-1 stock split, effective April 3, 2006

The Company includes in its cost of sales line item all costs of merchandise (net of purchase discounts and vendor allowances), freight on inbound, outbound and internally transferred merchandise, merchandise acquisition costs (primarily commissions and import fees), occupancy costs excluding utilities and depreciation and all costs associated with the buying and distribution functions. The Company’s cost of sales and gross profit may not be comparable to those of other entities, since some entities include all costs related to their distribution network and all buying and occupancy costs in their cost of sales, while other entities such as the Company exclude a portion of these expenses from cost of sales and include them in selling, general and administrative expenses or depreciation. The Company includes depreciation related to the distribution network in depreciation and amortization, and utilities and insurance expenses, among other expenses, in selling, general and administrative expenses on the Condensed Consolidated Statements of Earnings.

Results of Operations

The following table sets forth the percentage of net sales, for each component of the condensed Consolidated Statements of Earnings for each of the periods presented:  

	Thirteen Weeks Ended
	% of Net Sales
	October 28, 2006			October 29, 2005
Net sales		100.0	%		100.0	%
Cost of sales, including
occupancy & buying		58.5	%		58.6	%
Gross profit		41.5	%		41.4	%
Selling, general and
administrative expenses		26.1	%		26.6	%
Depreciation and amortization		3.0	%		3.2	%
Operating income		12.4	%		11.6	%
Interest income		0.4	%		0.0	%
Interest expense		(0.3	%)		0.5	%
Other income		0.1	%		0.1	%
Earnings before income taxes		12.5	%		11.3	%
Net earnings		7.6	%		6.4	%

15

Thirteen Weeks Ended October 28, 2006 Compared to the Thirteen Weeks Ended October 29, 2005

Net sales for the first quarter increased by 12.4% to $358.4 million from $318.9 million for the prior period. The sales increase for the first quarter resulted primarily from the Company’s comparable store sales increase of 7%, (dressbarn increased 10% and maurices increased 2%) and the 4.2% increase in store square footage due to new store openings. The dressbarn comparable store sales increase was driven by an increase in the average price per unit sold of 5.4% as well as an increase in total sales transactions. dressbarn net sales for the first quarter increased 13.3% to $242.1 million versus $213.6 million for the prior period. On a dressbarn brand basis, comparable store sales for the first quarter increased 11% for dressbarn and 7% for dressbarn woman. The categories that helped increase net sales were Sweaters, Knits, and Career Bottoms. maurices sales for the first quarter were $116.3 million as compared with $105.3 million in the prior period. Strong sales trends were noted for Knit Tops, Sweaters, and Denim Bottoms. maurices offset a decline in store traffic with increases in units per transaction and customer conversion rates.

Gross profit, net of buying and occupancy costs, as a percentage of sales, increased 10 basis points to 41.5% for the first quarter from 41.4% in the prior period. For the dressbarn brand, gross profit was 41.1%, as compared to 41.0%, an improvement of 10 basis points. For the dressbarn brand, gross profit before buying and occupancy costs benefited from the leverage of its comparable sales increase on occupancy and buying costs, offset in part by higher markdowns used to aggressively reduce its level of clearance merchandise. For the maurices brand, gross profit for the first quarter was 42.4% of net sales as compared to 42.3% of net sales in the prior period. The increase in gross margin resulted from increased initial margins, partially offset by increased markdowns.

Selling, general and administrative (“SG&A”) expenses as a percentage of sales for the first quarter decreased 50 basis points to 26.1% as compared to 26.6% in the prior period due to the favorable leverage gained from increased dressbarn comparable store sales. The reduction was mainly due to the leveraging of store operating costs due to the increase in comparable sales during the first quarter. On a divisional basis, dressbarn SG&A expenses for the first quarter decreased 100 basis points to 26.7% of net sales versus 27.7% of net sales in the prior period. The decrease was mainly due to leveraging of payroll related expenses (90 basis points) and other fixed costs as a result of its 10% comparable sales increase. maurices’ SG&A expenses were 25.0% of net sales for the first quarter as compared to 24.2% in the prior period. The increase was primarily due to a significant increase in the Company’s investment in maurices’ marketing, grand opening and advertising to enhance the maurices brand recognition and drive store traffic.

Interest income for the first quarter was $1.4 million as compared to interest income of $0.2 million in the prior period. The increase was due to the increase in funds invested in marketable securities and investments in the first quarter as compared to the prior period. Interest expense for the first quarter decreased to $1.2 million from $1.7 million due to lower debt levels due to the repayment of certain debt incurred to finance the acquisition of Maurices Incorporated.

The majority of other income represents rental income mostly from two unaffiliated tenants currently occupying space in our Corporate Headquarters property in Suffern, New York. That square footage is 100% leased through 2012, and the remainder relates to maurices’ sublease revenue.

The effective tax rate decreased to approximately 38.9% for the quarter ended October 28, 2006 from 43.0% for the quarter ended October 29, 2005, primarily due to an increase in tax exempt interest income and the impact of adjusting tax related contingencies in the prior period. The Company anticipates an effective tax rate for the remainder of Fiscal 2007 of approximately 38.7%.

Net earnings for the first quarter increased approximately 34.6% to $27.4 million, or $0.40 per diluted share, compared to $20.4 million, or $0.32 per diluted share in the prior period. This increase was largely due to the comparable sales performance coupled with slightly higher gross profit, the leveraging of our expense structure and higher net interest income.

16

Liquidity and Capital Resources

The Company’s primary source of working capital is cash flow from operations. Net cash provided by operations was $37.1 million for the first quarter compared with $44.1 million during the prior period. Though the Company’s first quarter net income increased $7.0 million from the prior period, cash flow from operations decreased $6.8 million primarily due to a net $15.8 million reduction in cash flows relating to its inventory purchases because a higher percentage of its current inventory was purchased overseas, requiring faster payment. In addition, the Company paid $6.0 million more in income taxes during the first quarter than the prior period.

The Company used a net of $28.7 million in its investing activities during the first quarter. The majority of this amount ($15.2 million) represents an increase in the Company’s marketable securities and investments, which were a total of $133.8 million as of October 28, 2006. The Company also purchased $12.1 million of property and equipment mainly for new store openings during the first quarter.

Net cash provided by financing activities was $1.1 million during the first quarter, primarily relating to the exercise of stock options and the related excess tax benefits. In the prior period, the Company repaid the bank borrowings relating to its acquisition of maurices.

As of October 28, 2006, $43 million was available under a revolving credit facility that was part of a credit agreement executed in December 2005 for future borrowings, which we believe gives the Company ample capacity to fund any short-term working capital needs that may arise in the operation of its business. The $43 million available under the credit agreement represents the $100 million from our revolving credit facility less $57 million of outstanding letters of credit at October 28, 2006. The Company also has an option to increase the revolving credit facility by $50 million.

The Company believes that its cash, cash equivalents, short-term investments, together with cash flow from operations, along with the credit agreement mentioned above, will be adequate to fund the Company's planned capital expenditures and all other operating requirements and other proposed or contemplated expenditures for the next 12 fiscal months.

The Company does not have any off-balance sheet arrangements or transactions with unconsolidated, limited purpose entities. In the normal course of its business, the Company enters into operating leases for its store locations and utilizes letters of credit principally for the importation of merchandise. The Company does not have any undisclosed material transactions or commitments involving related persons or entities.

Contractual Obligations and Commercial Commitments

The estimated significant contractual cash obligations and other commercial commitments at October 28, 2006 are summarized in the following tables: 

	Payments Due by Period (Amounts in thousands)
Contractual Obligations	Totals		Fiscal 2007		Fiscal 2008- 2009		Fiscal 2010- 2011		Fiscal 2012 And Beyond
Operating lease obligations	$	942,562	$	118,771	$	198,125	$	196,360	$	429,306
Mortgage principal		30,618		1,164		2,522		2,804		24,128
Mortgage interest		15,738		1,604		3,013		2,730		8,391
Convertible Senior Notes		115,000		—		—		—		115,000
Convertible Senior Notes interest		53,188		2,875		5,750		5,750		38,813
Total	$	1,157,106	$	124,414	$	209,410	$	207,644	$	615,638

The operating lease obligations represent future minimum lease payments under non-cancelable operating leases as of October 28, 2006. The minimum lease payments do not include common area maintenance (“CAM”) charges or real estate taxes, which are also required contractual obligations under our operating leases. In the majority of our operating leases, CAM charges are not fixed and can fluctuate from year to year. Total CAM charges and real estate taxes for first quarter were $9.2 million, compared to $8.0 million for the prior period. The provisions of the conversion features of the Convertible Senior Notes are described in the Company’s Annual Report on Form 10-K.

17

	Amount of Commitment Expiration Period (Amounts in thousands)
Other Commercial Commitments	Totals		Fiscal 2007		Fiscal 2008- 2009		Fiscal 2010- 2011		Fiscal 2012 And Beyond
Trade letters of credit	$	50,332	$	50,332	$	—	$	—	$	—
Standby letters of credit		6,447		6,447		—		—		—
Firm purchase orders		388		388		—		—		—
	$	57,167	$	57,167	$	—	$	—	$	—

In addition to the commitments represented in the above table, we enter into a number of cancelable and non-cancelable commitments during the year. Typically, these commitments are for less than a year in duration and are principally focused on the construction of new retail stores and the procurement of inventory. We do not maintain any long-term or exclusive commitments or arrangements to purchase merchandise from any single supplier. Preliminary commitments with our private label merchandise vendors typically are made five to seven months in advance of planned receipt date. Substantially all of our merchandise purchase commitments are cancelable up to 30 days prior to the vendor’s scheduled shipment date.

Seasonality

The dressbarn and maurices brands have historically experienced substantially lower earnings in our second fiscal quarter ending in January than during our other three fiscal quarters, reflecting the intense promotional atmosphere that has characterized the holiday shopping season in recent years. We expect this trend to continue. In addition, our quarterly results of operations may fluctuate materially depending on, among other things, increases or decreases in comparable store sales, adverse weather conditions, shifts in timing of certain holidays, the timing of new store openings, net sales contributed by new stores, and changes in our merchandise mix.

Critical Accounting Policies and Estimates

Management has determined that the Company’s most critical accounting policies are those related to revenue recognition, merchandise inventories, long-lived assets, insurance reserves, claims and contingencies, litigation, operating leases, income taxes, goodwill impairment, sales returns and share-based compensation. The Company continues to monitor its accounting policies to ensure proper application. There have been no changes to these policies as discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 29, 2006.

18

Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in our exposure to market risk from July 29, 2006. The Company’s market risk profile as of July 29, 2006 is disclosed in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of our Fiscal 2006 Annual Report on Form 10-K.

The Company’s portfolio of investments consisting of cash, cash equivalents and marketable securities can be affected by changes in market interest rates. Financial instruments, which potentially subject the Company to concentrations of credit risk, are principally bank deposits and short-term money market investments. Cash and cash equivalents are deposited with high credit quality financial institutions. Short-term investments principally consist of triple A or double A rated instruments. The carrying amounts of cash, cash equivalents, short-term investments and accounts payable approximate fair value because of the short-term nature and maturity of such instruments.

Our cash and cash equivalents include financial instruments with original maturity dates of three months or less. The majority of our marketable securities and investments are in auction rate securities that have interest rate resets through a modified Dutch auction, at predetermined short-term intervals, usually every 7, 28 or 35 days. The Company does not believe that an adverse change in interest rates would have a material effect on the Company’s financial condition.

Item 4 - CONTROLS AND PROCEDURES

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company has conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of October 28, 2006 (the “Evaluation Date”). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective at the reasonable assurance level in alerting them on a timely basis to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s reports filed or submitted under the Exchange Act, and in ensuring that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

19

Part II - OTHER INFORMATION

Item 1 - LEGAL PROCEEDINGS

There are no material pending legal proceedings. We are subject to ordinary routine litigation incidental to the business.

Item 1A - RISK FACTORS

There are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended July 29, 2006.

Item 2 -UNREGISTERED SALES OF EQUITYSECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities⁽¹⁾

Quarter Ending October 28, 2006

Period	Total Number of Shares of Common Stock Purchased		Average Price Paid per Share of Common Stock		Total Number of Shares of Common Stock Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares of Common Stock that May Yet Be Purchased Under the Plans or Programs (2)
July 30, 2006 through October 28, 2006		—		—		—		2,247,157

(1)   The Company has a $75 million Stock Repurchase Program (the “Program”) which was originally announced on April 5, 2001. Under the Program, the Company may repurchase its shares of common stockfrom time to time, either in the open market or through private transactions, whenever it appears prudent to do so. The remaining authorized amount for stock repurchases under the Program is $48 million. The Program has no expiration date.

(2)   Based on the closing price of $21.48 at October 27, 2006.

20

Item 6 - EXHIBITS

Exhibit	Description
31.1	Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2	Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1	Certification of David R. Jaffe pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Armand Correia pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

21

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

By:	/s/ David R. Jaffe
	David R. Jaffe President, Chief Executive Officer and Director (Principal Executive Officer)

By:	/s/ Armand Correia
	Armand Correia Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

22

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David R. Jaffe, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Dress Barn, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)); for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 07, 2006

/s/ David R. Jaffe

David R. Jaffe

President, Chief Executive Officer and Director

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Armand Correia, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Dress Barn, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)); for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 07, 2006

/s/ Armand Correia

Armand Correia

Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Dress Barn, Inc. (the “Company”) on Form 10-Q for the quarter ended October 28, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David R. Jaffe, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002 and is not intended to be used for any other purpose.

 

/s/ David R. Jaffe

David R. Jaffe

President, Chief Executive Officer and Director

December 07, 2006

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Dress Barn, Inc. (the “Company”) on Form 10-Q for the quarter ended October 28, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Armand Correia, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002 and is not intended to be used for any other purpose.

/s/ Armand Correia

Armand Correia

Senior Vice President and Chief Financial Officer

December 07, 2006