11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 11-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended July 31, 2008
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________
	Commission file number 333-136061
	____________
	A. (Full title of the Plan)
	The Dress Barn, Inc. 401(k) Savings Plan
	B. (Name of issuer of the securities held pursuant to the Plan) The Dress Barn, Inc. (Address of principal executive office) 30 Dunnigan Drive Suffern, NY 10901 845-369-4500

THE DRESS BARN INC. 401(k) SAVINGS PLAN

TABLE OF CONTENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1
FINANCIAL STATEMENTS
Statements of Assets Available for Benefits as of July 31, 2008 and 2007	2
Statement of Changes in Assets Available for Benefits for the
Year Ended July 31, 2008	3
Notes to Financial Statements as of July 31, 2008 and 2007 and for the
Year Ended July 31, 2008	4-9
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Part IV, Line 4i-Schedule of Assets (Held at End of Year)
As of July 31, 2008	10
SIGNATURE	11
EXHIBIT INDEX:
Exhibit 23.1 Consent of Independent Registered Public Accounting Firm	12

All other supplemental schedules required by 29 CFR 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of the Plan Committee and Participants of

The Dress Barn, Inc. 401(k) Savings Plan:

We have audited the accompanying statements of assets available for benefits of The Dress Barn, Inc. 401(k) Savings Plan (the “Plan”) as of July 31, 2008 and 2007, and the related statement of changes in assets available for benefits for the year ended July 31, 2008. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the assets available for benefits of the Plan as of July 31, 2008 and 2007, and the changes in assets available for benefits for the year ended July 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic 2008 financial statements taken as a whole. The supplemental schedule as listed in the Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic 2008 financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. This schedule has been subjected to the auditing procedures applied in our audit of the basic 2008 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ DELOITTE & TOUCHE LLP

New York, New York

January 21, 2009

1

THE DRESS BARN, INC. 401(k) SAVINGS PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
JULY 31, 2008 AND 2007
	2008		2007
ASSETS:
Participant directed investments-at fair value:
Mutual funds	$	64,561,520	$	70,362,735
Common collective trust		10,879,582		9,570,338
The Dress Barn, Inc. common stock		5,950,126		6,566,875
Participant loans		3,429,574		3,248,697
Total investments		84,820,802		89,748,645
Receivables:
Employer contributions		467,315		451,456
Participant contributions		67,988		70,974
Total receivables		535,303		522,430
ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE		85,356,105		90,271,075
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		439,813		185,358
ASSETS AVAILABLE FOR BENEFITS	$	85,795,918	$	90,456,433

See notes to financial statements.

2

THE DRESS BARN, INC. 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED JULY 31, 2008
ADDITIONS:
Contributions:
Participant contributions	$	5,600,455
Employer contributions		1,871,260
Participant rollovers		545,598
Total contributions		8,017,313
Investment (loss) income:
Net depreciation in fair value of investments		(9,467,012	)
Dividend income		4,140,127
Interest		760,813
Net investment loss		(4,566,072	)
Total additions		3,451,241
DEDUCTIONS:
Benefits paid to participants		8,078,064
Administrative expenses		33,692
Total deductions		8,111,756
NET DECREASE IN ASSETS AVAILABLE FOR BENEFITS		(4,660,515	)
ASSETS AVAILABLE FOR BENEFITS:
Beginning of year		90,456,433
End of year	$	85,795,918

See notes to financial statements.

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THE DRESS BARN, INC. 401(k) SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

AS OF JULY 31, 2008 AND 2007, AND FOR THE YEAR ENDED JULY 31, 2008

1.              DESCRIPTION OF THE PLAN

The following description of the The Dress Barn, Inc. 401(k) Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for more complete information of the Plan’s provisions.

General-The Plan is a defined contribution plan covering substantially all employees of The Dress Barn, Inc. and its participating affiliates (the “Company”) who have one year of service and have attained the age of 21. CitiStreet was appointed as the new recordkeeper and State Street Bank was appointed as the new trustee of the Plan, effective as of August 1, 2006.   The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Contributions-Each year, participants may elect to contribute up to 75% of their annual pre-tax compensation, as defined in the Plan, subject to certain Internal Revenue Code (“IRC”) limitations. Each year, the Company may make a discretionary matching contribution to the Plan based on the quarterly compensation that a participant contributes to the Plan. As of February 1, 2005, the Company's discretionary matching contribution was 5% of the participant's quarterly compensation. During the year ended July 31, 2008, the Company's matching contributions totaled $1,871,260. Additional amounts may be contributed at the discretion of the Company's Board of Directors. No such additional discretionary contributions were made for the year ended July 31, 2008. Participants may also rollover amounts representing distributions from other qualified defined benefit and defined contribution plans.

Participant Accounts-Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contribution, the Company's matching contribution, and allocations of Company discretionary contributions and Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Investments-Participants direct the investment of their contributions into various investment options offered by the Plan. Company contributions are automatically invested in accordance with the participants' allocation. The Plan currently offers fourteen mutual funds, a common collective trust, and The Dress Barn, Inc. common stock as investment options for participants.

Vesting-Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the Company's contribution portion of their accounts is based on years of continuous service.

Matching Contributions

Years of Service	Percent Vested
Less than 3		0	%
3 or more		100	%

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Discretionary Profit Sharing Contributions

Years of Service	Percent Vested
1	20	%
2	40	%
3	60	%
4	80	%
5	100	%

Participant Loans-Participants may borrow from their fund accounts up to a maximum of $50,000 (reduced by the excess of the highest outstanding balance of loans over the last 12 months, over the outstanding balance of the loans on the date of the loan) or 50 percent of the present value of non-forfeitable accrued benefit of the participant, whichever is less. Loans must be at least $1,000. Generally, the term of the loan may not exceed five years. However, if the term of the loan is for the purchase of a participant’s principal residence, the Plan administrator may permit a longer term. The loans are secured by the balance in the participant's account and bear interest at rates commensurate with local prevailing rates at the time funds are borrowed as determined quarterly by the Plan administrator. Principal and interest is paid ratably through payroll deductions.

Payment of Benefits-On termination of service, a participant may receive a lump-sum amount equal to the value of the participant's vested interest in his or her account.

Forfeited Accounts-At July 31, 2008 and 2007, forfeited non-vested accounts totaled $204,512 and $152,963, respectively. These accounts may be used to reduce future employer contributions, pursuant to the Plan document. There were no forfeited non-vested amounts used to reduce employer contributions for the year ended July 31, 2008.

Administrative Expenses-Certain administrative expenses are paid by the Plan or Plan sponsor as provided in the Plan document.

2.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting-The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates-The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates and assumptions.

Risks and Uncertainties-The Plan utilizes various investment instruments, including common stock, mutual funds and a common collective trust. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes, could materially affect the amounts reported in the financial statements. Subsequent to July 31, 2008, conditions in the worldwide debt and equity markets have deteriorated significantly.  These conditions have had a negative effect on the fair value of the Plan's investments since July 31, 2008.

Recent Accounting Pronouncement-In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (“FAS 157”). This statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 is effective for the Plan for the fiscal year beginning August 1, 2008.  Plan management does not believe that the adoption of FAS 157 will impact the Plan’s financial statements.

Investment Valuation and Income Recognition-The Plan's investments in mutual funds are valued based on quoted market prices. The fair value of the investments in common/collective trusts (pooled) funds is determine by each fund’s trustee based on the fair value of  the underlying securities within the fund, which represent the net asset value of shares held by the Plan at year end. The Dress Barn, Inc. common stock fund is valued at the year end unit closing price.

5

The MetLife Stable Value Fund is a common collective trust (“CCT”) which is an investment fund of Metropolitan Life Insurance Company. The CCT primarily owns investment contracts that invest in conventional, synthetic and separate account investment contracts (collectively “contracts”) issued by life insurance companies, banks and other financial institutions. In addition, the CCT invests in fixed income securities issued by banks, corporations and the U.S. Government. The contracts are valued at contract value, which represents invested principal plus accrued interest thereon. In determining contract value, Metropolitan Life Insurance Company considers such factors as the benefit responsiveness of the contracts, the ability of the parties to the contracts to perform in accordance with the terms of the contracts and the likelihood of default by the issuer of an investment security (Note 6).  In accordance with Financial Accounting Standards Board Staff Position (“FSP”) Nos. AAG INV-1 and Statement of Position (“SOP”) 94-4-1 Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (“FSP Nos. AAG INV-1 and SOP 94-1-1”), the statements of assets available for benefits present The Met Life Stable Value Fund, which invests primarily in benefit-responsive investment contracts, at fair value as well as an additional line showing an adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in assets available for benefits is presented at contract basis and are not affected by FSP Nos. AAG INV-1 and SOP 94-1-1. Contract value represents contributions made under the fund, plus earnings, less participant withdrawals. Participant loans are recorded at cost, which approximates fair value.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are reflected as a reduction on net appreciation (depreciation) in fair value of investments.

Administrative Expenses-Certain administrative expenses are paid by the Plan or Plan sponsor as provided in the Plan document.

Payment of Benefits-Benefit payments to participants are recorded upon distribution. There were no amounts due to participants who elected to withdraw from the Plan as of July 31, 2008 and 2007.

During the year ended July 31, 2008 and 2007,  certain loans in the amount of $324,831 and $32,003, respectively, were distributed to participants for tax purposes in the form of deemed distributions. These amountswere included in benefits paid to participants on the statement of changes in assets available for benefits.

3.              INVESTMENTS

The Plan's investments that represented five percent or more of the Plan's assets available for benefits as of July 31, 2008 and 2007 are as follows:

	2008		2007
American Funds Bond Fund of America, 536,016 and 447,146 shares, respectively	$	6,598,355	$	5,871,031
American Funds Growth Fund of America, 184,771 and 177,409 shares, respectively		5,617,045		6,227,041
Columbia Acorn, 273,643 and 250,387 shares, respectively		7,076,402		7,827,106
American Funds EuroPacific, 162,164 and 155,401 shares, respectively		7,094,691		7,937,881
T. Rowe Price Retirement Income R, 564,773 and 560,137 shares, respectively		7,054,019		7,444,221
MetLife Stable Value Fund, 780,809 and 704,382 shares, respectively (1)		10,879,582		9,570,338
Goldman Sachs Mid Cap Value Fund, 162,682 and 158,472 shares, respectively		5,290,411		6,327,778
The Dress Barn, Inc. Common Stock, 361,208 and 346,358 shares, respectively		5,950,126		6,566,875
Eaton Vance Large Cap Value A, 846,970 and 886,487 shares, respectively		17,015,634		19,165,846

 (1) The investment in the MetLife Stable Value Fund at contract value amounted to $11,319,395 and $9,755,696 as of July 31, 2008 and July 31, 2007, respectively.

6

During the year ended July 31, 2008, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value as follows:

The Dress Barn, Inc. Common Stock	$	(626,814	)
SSgA S&P 500 Flagship Securities Lending Series Fund Class F		(384,867	)
American Funds Bond Fund of America		(434,168	)
Eaton Vance Large Cap Value A		(1,302,841	)
American Funds Growth Fund of America		(866,132	)
Goldman Sachs Mid Cap Value A		(1,193,910	)
Fidelity Advisor Mid Cap T		(1,157,110	)
MainStay Small Cap Opportunity Fund		(60,496	)
Allianz NJF Small Cap Value Fund		(2,182	)
Columbia Acorn		(1,456,128	)
American Funds EuroPacific		(1,258,133	)
T. Rowe Price Retirement Income R		(454,838	)
T. Rowe Price Retirement 2010 R		(21,262	)
T. Rowe Price Retirement 2020 R		(82,091	)
T. Rowe Price Retirement 2030 R		(86,428	)
T. Rowe Price Retirement 2040 R		(79,612	)
Net depreciation in fair value of investments	$	(9,467,012	)

4. EXEMPT PARTY-IN-INTEREST TRANSACTIONS

Certain Plan investments are shares of mutual funds managed by State Street Bank, the trustee of the Plan.  Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.

At July 31, 2008 and 2007, the Plan held 361,208 and 346,358 shares, respectively, of common stock of the Company, the sponsoring employer, with a cost basis of $4,049,883 and $3,897,462 respectively. During the year ended July 31, 2008, the Plan recorded no dividend income.

Certain employees and officers of the Company, who may also be participants in the Plan, perform administrative services to the Plan at no cost to the Plan.

5. NONEXEMPT PARTY-IN-INTEREST TRANSACTION

The Company remitted participant contributions withheld for one employee in the amount of $129 to the trustee on February 2, 2007, which was later than required by Department of Labor (“DOL”) Regulation 2510.3-102. The Company has filed Form 5330 with the Internal Revenue Service and has paid the required excise tax on the transaction. In addition, the participant’s account was credited with the amount of investment income that would have been earned had the participant contribution been remitted on a timely basis. 

6. INVESTMENT IN THE METLIFE STABLE VALUE FUND

The Plan includes an investment option to participants in a MetLife Stable Value Fund, a common collective trust, which simulates the performance of a guaranteed investment contract through an issuer’s guarantee of a specific interest rate and a portfolio of financial instruments that are owed by the issuer, MetLife.  The group annuity contract (“GAC”) includes underlying assets which are held in a trust owned by MetLife, through the Plan’s investment in a MetLife separate group annuity contract .  The contract provides that participants execute Plan transactions at contract value.  Contract value represents contributions made to the fund, plus earnings, less participant withdrawals.  The investment is stated at fair value as reported by MetLife and adjusted to contract value on the statement of assets available for benefits.  The GAC‘s fair value equals the fluctuating value of the separate account of the assets backing the contract.  The Plan’s fair value of the investment equals the contract’s fair value times the ratio of the Plan’s guaranteed value to the GAC’s guaranteed value.

7

The crediting interest rate was 4.56% at July 31, 2008.  The average yield was 2.71% for the year ended July 31, 2008.  Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.  There are no reserves against contract value for credit risk or the contract issuer or otherwise.  MetLife will guarantee principal and accrued interest, based on crediting interest rates, for participant-initiated withdrawals as long as the contract remains active.  Interest is credited to the contract at interest rates that reflect the performance of the underlying portfolio.  MetLife will reset the rate quarterly, by amortizing the difference between the market value of the portfolio and the guaranteed value over the weighted average duration of the fund’s investments.

Participants will receive the principal and accrued earnings credited to their accounts on withdrawal for allowed events.  These events include transfers to other Plan investment options, and payments because of retirement, termination of employment, disability, death and in-service withdrawals as permitted by the Plan.  Certain events, such as Plan termination or a Plan merger initiated by the Plan sponsor, may limit the ability of the Plan to transact at contract value.  The Plan sponsor does not believe any events that may limit the ability of the Plan to transact at contract value are probable.

7. PLAN TERMINATION

Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants would become 100 percent vested in their accounts.

8. FEDERAL INCOME TAX STATUS

The Plan uses a prototype plan document sponsored by CitiStreet. CitiStreet received an opinion letter from the Internal Revenue Service (“IRS”), dated January 15, 2004, which states that the prototype document satisfies the applicable provisions of the IRC. The Plan itself has not received a determination letter from the IRS.   However, the Company and the Plan administrator believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan's financial statements.

9. RECONCILIATION TO FORM 5500

The following is a reconciliation of the assets available for benefits per the financial statements to Form 5500 as of July 31, 2008 and 2007:

	2008			2007
Statement of assets available for benefits:
Assets available for benefits per financial statements	$	85,795,918		$	90,456,433
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts		(439,813	)		(185,358	)
Assets available for benefits per Form 5500	$	85,356,105		$	90,271,075

8

The following is a reconciliation of the Plan’s net investment income reported per the financial statements to the investment income per Form 5500 for the year ended July 31, 2008:

	2008
Statement of changes in assets available for benefits:
Net decrease in assets per the financial statements	$	(4,660,515	)
Change in adjustment from contract value to fair value
for fully benefit-responsive investment contracts		(254,455	)
Net earnings on investments per Form 5500	$	(4,914,970	)

The following is a reconciliation of the Plan’s benefits paid to participants per the financial statements to the benefits paid to participants per Form 5500 for the year ended July 31, 2008:

	2008
Statement of changes in assets available for benefits:
Benefits paid to participants	$	(8,078,064	)
Less deemed distribution of participant loans		(324,831	)
Benefits paid to participants per Form 5500	$	(7,753,233	)

10. SUBSEQUENT EVENT

On July 1, 2008, ING Group completed its acquisition of CitiStreet, the Plan's recordkeeper, from State Street Corporation and Citigroup, CitiStreet's former owners.  Subsequent to year end, CitiStreet changed its name to ING.

* * * * * *

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THE DRESS BARN, INC. 401(k) SAVINGSPLAN	EIN # 06-0812960
FORM 5500, SCHEDULE H, PART IV, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)	PLAN NO: 002
AS OF JULY 31, 2008

(b) Identity of Issue, Borrower, Lessor or Similar Party	(c) Description of Investment, Including Maturity Date, Rate of Interest,  Collateral, Par or Maturity Value	(d) Cost**	(e) Current Value
(a)
* The Dress Barn, Inc.	Common Stock		$	5,950,126
MetLife Stable Value Fund (1)	Common Collective Trust			10,879,582
SSgA 500 Index Fund	Mutual Fund			2,963,305
American Funds Bond Fund of America	Mutual Fund			6,598,355
Eaton Vance Large Cap Value Fund	Mutual Fund			17,015,634
American Funds Growth Fund of America	Mutual Fund			5,617,045
Goldman Sachs Mid Cap Fund	Mutual Fund			5,290,411
Fidelity Advisor Mid Cap Fund	Mutual Fund			3,398,481
Allianz NJF Small Cap Value Fund	Mutual Fund			252,272
Columbia Acorn Fund Class Z	Mutual Fund			7,076,402
American Funds EuroPacific Growth Fund	Mutual Fund			7,094,691
T. Rowe Price Retirement Income	Mutual Fund			7,054,019
T. Rowe Price Retirement 2010	Mutual Fund			239,539
T. Rowe Price Retirement 2020	Mutual Fund			684,108
T. Rowe Price Retirement 2030	Mutual Fund			631,964
T. Rowe Price Retirement 2040	Mutual Fund			645,294
*  Various participants	Participant loans (maturing August 2008-November 2035 at interest rates of 5.0% - 12.0%)			3,429,574
			$	84,820,802

   *Party-in-interest

**Cost basis is not required for participant directed investments and therefore is not included.

 (1) The investment in the MetLife Stable Value Fund at contract value amounted to $11,319,395 as of July 31, 2008.

10

THE DRESS BARN, INC. 401(k) SAVINGS PLAN

SIGNATURE

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.

The Dress Barn, Inc. 401(k) Savings Plan 

(Name of the Plan)

By: /s/ Armand Correia

Senior Vice President, Chief Financial Officer and Member of the Plan Committee

The Dress Barn, Inc.

January 26, 2009

11

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-136061 on Form S-8 of our report dated January 21, 2009, relating to the financial statements and supplemental schedule, appearing in this Annual Report on Form 11-K of The Dress Barn, Inc. 401(k) Savings Plan for the year ended July 31, 2008.

/s/ DELOITTE & TOUCHE LLP

New York, New York

January 26, 2009

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