8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 28, 2008

THE DRESS BARN, INC.

(Exact name of registrant as specified in its charter)

Connecticut

(State or other Jurisdiction of Incorporation)

0-11736	06-0812960
(Commission File	(I.R.S. Employer
Number)	Identification No.)
30 Dunnigan Drive, Suffern, New York	10901
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code	(845) 369-4500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On May 28, 2008, The Dress Barn, Inc. (the “Company”) issued a press release disclosing material non-public information regarding its results of operations for its fiscal third quarter and thirty-nine week period ended April 26, 2008. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

The information in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1 Press Release dated May 28, 2008.

SIGNATURE

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.

THE DRESS BARN, INC.

(Registrant)

Date: May 28, 2008

/s/ Armand Correia

Armand Correia

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

NEWS RELEASE

DRESS BARN, INC. REPORTS THIRD QUARTER SALES AND EARNINGS

SUFFERN, NY - MAY 28, 2008 - Dress Barn, Inc. (NASDAQ - DBRN) today reported sales and earnings results for the fiscal third quarter ended April 26, 2008.

Fiscal Third Quarter Results

Net sales for the third quarter of fiscal year 2008 were $352.6 million, an increase of 1% over $347.9 million for the same quarter a year ago. Sales growth for new stores was partially offset by a comparable store sales decline of 3%.

Net sales for dressbarn stores decreased 5%, including a 6% decline in comparable store sales, to $216.8 million; compared to $228.6 million in the year ago quarter ended April 28, 2007. Net sales for maurices stores increased 14%, including a comparable store sales increase of 4%, to $135.8 million, compared to $119.3 million during the year ago quarter.

Net earnings for the fiscal third quarter ended April 26, 2008 increased to $24.9 million, or $0.39 per diluted share. This compares to $23.1 million, or $0.33 per diluted share in the year ago period. This year’s quarterly earnings per diluted share were favorably impacted by approximately $0.05 primarily due to a decrease in the number of diluted shares from the share conversion feature of the Company’s 2.50% Convertible Senior Notes due 2024, and the repurchase of approximately 2.6 million shares in the open market during calendar year 2007. In addition, earnings were also favorably impacted by a reduction to the effective tax rate for certain one-time items.

Fiscal Nine Months Results

Total net sales for the first nine months of fiscal year 2008 were $1.062 billion, an increase of 1% over $1.047 billion for the fiscal nine-month period a year ago. Comparable store sales decreased 3%.

Net sales for dressbarn stores decreased 5% to $649.0 million, compared to $683.8 million in the year ago period. dressbarn comparable store sales decreased 7%. Net sales for maurices increased 14% to $412.9 million, compared to $362.9 million during the year ago period. maurices comparable store sales increased 4%.

Net earnings for the first nine months of fiscal year 2008 decreased to $52.0 million from $67.6 million for the same period of the prior year. Earnings per diluted share for the nine month period were $0.81 versus $0.97 per share in the same period of fiscal 2007.

Commentary

David R. Jaffe, President and Chief Executive Officer stated, “We were pleased to have navigated a difficult retail environment during the third quarter. While the sales results from our dressbarn stores reflect the continued slowdown in consumer spending, we controlled our inventory and saw strong merchandise margins. In addition, we were able to carefully control our expenses, which underlines the flexibility of our operations. Perhaps most importantly, maurices continued to outperform our expectations and experienced significant operating income growth during the quarter.”

Exhibit 99.1

“While the quarter exceeded our earnings expectations, we remain concerned about a potential further deterioration of the tough retail environment and currently expect an increase in the promotional competitive landscape. We will continue to manage our business conservatively and prudently during these uncertain times. We believe our strong balance sheet gives us the financial flexibility for growth and success when the economy improves.”

Fiscal July 2008 Reaffirms Guidance

The Company reaffirms its previously announced guidance for fiscal 2008 with earnings per diluted share in the range of $1.05 to $1.10. This estimate is based upon various assumptions, including a mid-single digit decrease in comparable store sales for the remainder of the year.

Conference Call Information

The Company will conduct a conference call today, May 28, 2008 at 4:30 PM Eastern Time to review its third quarter financial results followed by a question and answer session. Parties interested in participating in this call should dial in at (617) 614-2713 five minutes prior to the start time, the passcode is 32858509. The call will also be simultaneously broadcast at www.dressbarn.com. A recording of the call will be available shortly after its conclusion and until June 27, 2008 by dialing (617) 801-6888, the passcode is 61248234.

ABOUT DRESS BARN, INC.

Dress Barn, Inc. (NASDAQ - DBRN), is a leading national specialty apparel retailer offering quality career and casual fashion apparel through its dressbarn and maurices brands. As of April 26, 2008, the Company operated 835 dressbarn stores in 46 states and 646 maurices stores in 43 states. For more information, please visit www.dressbarn.com and www.maurices.com.

Forward-Looking Statements

Certain statements made within this press release may constitute “forward-looking statements”, within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. The Company does not undertake to publicly update or review its forward-looking statements even if experience or future changes make it clear that our projected results expressed or implied will not be achieved. Detailed information concerning a number of factors that could cause actual results to differ materially from the information contained herein is readily available on our most recent report on Form 10-K for the year ended July 28, 2007 and Form 10-Q for the quarter ended January 26, 2008.

CONTACT: Dress Barn, Inc.

Investor Relations

(845) 369-4600

Exhibit 99.1

Dress Barn, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings- Unaudited
Amounts in thousands, except per share amounts
	Thirteen Weeks Ended
	April 26,					April 28,
	2008					2007
Net sales	$	352,570		100.0	%	$	347,923		100.0	%
Cost of sales, including
occupancy and buying costs		206,571		58.6	%		205,378		59.0	%
Gross profit		145,999		41.4	%		142,545		41.0	%
Selling, general and
administrative expenses		97,370		27.6	%		95,797		27.5	%
Depreciation and amortization		12,384		3.5	%		11,009		3.2	%
Operating income		36,245		10.3	%		35,739		10.3	%
Interest income		2,269		0.6	%		1,482		0.4	%
Interest expense		(1,216	)	-0.3	%		(1,282	)	-0.4	%
Other income		351		0.1	%		388		0.1	%
Earnings before income taxes		37,649		10.7	%		36,327		10.4	%
Income taxes		12,712		3.6	%		13,216		3.8	%
Net earnings	$	24,937		7.1	%	$	23,111		6.6	%
Earnings per share:
Basic	$	0.41				$	0.37
Diluted	$	0.39				$	0.33
Weighted average shares outstanding:
Basic		60,095					62,188
Diluted		63,171					69,574

Exhibit 99.1

Dress Barn, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings- Unaudited
Amounts in thousands, except per share amounts
	Thirty-Nine Weeks Ended
	April 26,					April 28,
	2008					2007
Net sales	$	1,061,862		100.0	%	$	1,046,705		100.0	%
Cost of sales, including
occupancy and buying costs		654,618		61.6	%		626,182		59.8	%
Gross profit		407,244		38.4	%		420,523		40.2	%
Selling, general and
administrative expenses		295,570		27.8	%		283,522		27.1	%
Depreciation and amortization		35,726		3.4	%		33,856		3.2	%
Operating income		75,948		7.2	%		103,145		9.9	%
Interest income		5,991		0.6	%		4,414		0.4	%
Interest expense		(3,633	)	-0.3	%		(3,731	)	-0.4	%
Other income		1,183		0.1	%		1,011		0.1	%
Earnings before income taxes		79,489		7.5	%		104,839		10.0	%
Income taxes		27,515		2.6	%		37,286		3.6	%
Net earnings	$	51,974		4.9	%	$	67,553		6.5	%
Earnings per share:
Basic	$	0.87				$	1.09
Diluted	$	0.81				$	0.97
Weighted average shares outstanding:
Basic		60,081					61,906
Diluted		64,265					69,852

Exhibit 99.1

Dress Barn, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets- Unaudited
Amounts in thousands
	April 26,		April 28,
ASSETS	2008		2007
Current Assets:			(As restated)*
Cash and cash equivalents	$	123,264	$	63,603
Marketable security investments		74,987		152,813
Merchandise inventories		175,139		168,819
Deferred income tax asset		-		2,797
Prepaid expenses and other		25,385		15,508
Total Current Assets		398,775		403,540
Property and Equipment		514,613		492,807
Less accumulated depreciation and amortization		250,626		238,455
Property and equipment, net		263,987		254,352
Deferred Income Tax Asset		4,447		-
Intangible Assets, net		108,056		109,399
Goodwill		130,656		130,656
Marketable Security Investments		58,041		-
Other Assets		22,923		21,072
TOTAL ASSETS	$	986,885	$	919,019
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable - trade	$	111,415	$	108,233
Accrued salaries, wages and related expenses		27,690		28,628
Other accrued expenses		50,339		47,239
Customer credits		16,840		20,070
Deferred income tax liability		338		-
Current portion of long-term debt		116,261		116,195
Total Current Liabilities		322,883		320,365
Long-Term Debt		27,588		28,849
Deferred Rent and Lease Incentives		58,917		50,480
Other Long Term Liabilities		46,210		25,668
Deferred Income Tax Liability		-		3,208
Total Liabilities		455,598		428,570
Shareholders' Equity		531,287		490,449
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	986,885	$	919,019

*Restated to reclassify convertible senior notes and deferred compensation between long-term liabilities and current liabilities.