SecProbe.io

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December 22, 2004

George F. Ohsiek
Branch Chief
Securities and Exchange Commission
Washington, DC  20549

Re:   The Dress Barn Inc.
      Form 10-K for the fiscal year ended July 31, 2004
      Form 10-Q for the quarter ended October 30, 2004
      File 0-11736

Dear Mr. Ohsiek,

This letter sets forth the responses of The Dress Barn Inc. (the "Company") to
the comments made in your December 13, 2004 letter. Each of the these comments
are set forth below, organized in same manner and order and format as your
letter, with the staff comments in italics and the response immediately
following.

    1.   COMMENT: WHERE A COMMENT BELOW REQUESTS ADDITIONAL DISCLOSURES OR OTHER
         REVISIONS TO BE MADE, THESE REVISIONS SHOULD BE INCLUDED IN YOUR FUTURE
         FILINGS, AS APPLICABLE.

    Unless supplementary information is requested in your letter and contained
    herein, the additional disclosure requirements will be incorporated into the
    Company's future filings with the Securities and Exchange Commission (the
    "SEC"), beginning with its second quarter ended January 30, 2005 Form 10-Q
    (the Company's "future filings with the SEC").

    2.   COMMENT: IN FUTURE FILINGS, PLEASE REVISE TO STATE THE AGGREGATE MARKET
         VALUE OF VOTING AND NON-VOTING COMMON EQUITY HELD BY NON-AFFILIATES AS
         OF THE LAST BUSINESS DAY OF YOUR MOST RECENTLY COMPLETED SECOND FISCAL
         QUARTER.

    The Company will comply with the requested additional disclosures in its
    future filings with the SEC.

    3.   COMMENT: PLEASE CONSIDER ADDING AN INTRODUCTORY SECTION OR OVERVIEW TO
         MANAGEMENT'S DISCUSSION AND ANALYSIS (MD&A) THAT WOULD FACILITATE A
         READER'S UNDERSTANDING OF YOUR COMPANY- THE INTRODUCTION SHOULD
         IDENTIFY THE MOST IMPORTANT MATTERS ON WHICH YOU FOCUS IN EVALUATING
         FINANCIAL CONDITION AND OPERATING PERFORMANCE AND PROVIDE CONTEXT FOR
         THE FOLLOWING DISCUSSION AND ANALYSIS OF THE FINANCIAL STATEMENTS. THIS
         INTRODUCTION SHOULD NOT BE A DUPLICATIVE LAYER OF DISCLOSURE THAT
         MERELY REPEATS THE MORE DETAILED DISCUSSION AND ANALYSIS THAT FOLLOWS.
         SEE SEC RELEASE NO 33-8350.

    The Company will comply with the additional disclosure requirements
    prescribed in SEC Release No 33-8350 in its future filings with the SEC. The
    Company will add an introductory section containing an overview and describe
    the most important matters, which the Company focuses on in evaluating its
    operating performance, such as same store sales, merchandise margins and
    store operating costs.

    4.   COMMENT: PLEASE EXPAND YOUR DISCUSSION OF THE CHANGE IN FINANCIAL
         STATEMENT LINE ITEMS TO INDICATE WHETHER THE CHANGES REPRESENT TRENDS
         EXPECTED TO CONTINUE INTO THE FUTURE. FOR EXAMPLE, YOU SHOULD INDICATE
         WHETHER YOU EXPECT YOUR GROSS MARGIN TO CONTINUE TO IMPROVE IN FISCAL
         2005 AND THEREAFTER AND WHY OR WHY NOT.

    In response to the Staff's comments, the Company will expand its MD&A in its
    future filings with the SEC to include discussions of any trends the Company
    believes are determinable and material and will continue into the future.

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    5.   COMMENT: PLEASE DISCLOSE HOW YOU DETERMINE THE STORES THAT ARE INCLUDED
         IN ARRIVING AT YOUR SAME STORE SALES FROM PERIOD TO PERIOD. PLEASE ALSO
         DISCLOSE HOW YOU TREAT RELOCATED STORES, EXPANSIONS IN THE SQUARE
         FOOTAGE OF STORES, AND STORES THAT WERE CLOSED DURING THE PERIOD IN
         THESE COMPUTATIONS.

    In its future filings with the SEC, the Company will disclose its
    methodology for determining same store sales for each period. The Company's
    same store sales for each period are currently calculated based on the sales
    of stores open throughout the full period and throughout the full prior
    fiscal year (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 division's sales are not
    included in the calculation of same store sales. The determination of which
    stores are included in the same 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 same store sales beginning with the fiscal
    month the store actually closes.

    6.   COMMENT: YOU PRESENT 2003 NET EARNINGS, OPERATING INCOME AND DILUTED
         EARNINGS PER SHARE EXCLUDING THE IMPACT OF A $32 MILLION LITIGATION
         CHARGE. EACH OF THESE DISCLOSURES REPRESENTS A NON-GAAP MEASURE SUBJECT
         TO THE DISCLOSURE AND RECONCILIATION REQUIREMENTS OF ITEM 10(E) OF
         REGULATION S-K- PLEASE REVISE YOUR DISCLOSURE EACH PLACE THESE MEASURES
         ARE PRESENTED AS FOLLOWS:
              (A) PRESENT AND DISCUSS WITH GREATER OR EQUAL PROMINENCE THE MOST
    COMPARABLE GAAP MEASURE;
              (B) PROVIDE A RECONCILIATION FOR EACH MEASURE THE MOST COMPARABLE
    GAAP MEASURE;
              (C) INDICATE THE REASONS WHY YOU BELIEVE PRESENTATION OF THESE
    NON-GAAP MEASURES PROVIDES USEFUL INFORMATION TO INVESTORS; AND
              (D) DISCLOSE HOW MANAGEMENT USES EACH OF THE NON-GAAP MEASURES.

    In its future filings with the SEC, the Company will disclosure the impact
    of the litigation charge in the "Fiscal 2003 Compared To Fiscal 2002"
    section of its MD&A as follows: "Net earnings for fiscal 2003 decreased
    78.8% to $8.0 million versus $37.9 million in fiscal 2002. Diluted earnings
    per share also decreased 75.1% to $0.25 per share versus $1.01 in fiscal
    2002. Net earnings were negatively impacted by the above-mentioned
    litigation charge of $32.0 million (or $20.3 million or $0.64 per diluted
    share after tax). Operating income was $8.6 million, a decrease of $45.2
    million compared to operating income of $53.8 million last year. The change
    in operating income from year to year was primarily due to the $32.0 million
    litigation charge." In addition, the Company will reflect the litigation
    charge in a similar manner in the "Fiscal 2004 Compared to Fiscal 2003"
    section of the MD&A.

    7.   COMMENT: PLEASE REFER TO ITEM 308(C) OF REGULATION S-K AND REVISE YOUR
         DISCLOSURE TO INDICATE WHETHER THERE WERE "ANY CHANGES", NOT JUST
         "SIGNIFICANT" CHANGES, IN YOUR INTERNAL CONTROL OVER FINANCIAL
         REPORTING THAT MATERIALLY AFFECT OR ARE REASONABLY LIKELY TO MATERIALLY
         AFFECT YOUR INTERNAL CONTROL OVER FINANCIAL REPORTING. PLEASE ALSO
         CONFIRM TO US SUPPLEMENTALLY THAT THERE WERE NO CHANGES IN YOUR
         INTERNAL CONTROLS OVER FINANCIAL REPORTING THAT OCCURRED DURING THE
         FOURTH QUARTER OF FISCAL 2004 THAT MATERIALLY AFFECTED, OR ARE
         REASONABLY LIKELY TO MATERIALLY AFFECT, YOUR INTERNAL CONTROL OVER
         FINANCIAL REPORTING.

    The Company confirms that there were no changes in our internal controls
    over financial reporting that occurred during the fourth quarter of fiscal
    2004 that materially affected, or are reasonably likely to materially affect
    our internal controls over financial reporting. In addition, the Company
    will revise its disclosure in future filings with the SEC to discuss any
    changes that materially affected, or are reasonably likely to materially
    affect its internal controls over financial reporting.

    8.   COMMENT: PLEASE PROVIDE SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
         FOR THE ACTIVITY IN YOUR ALLOWANCE FOR SALES RETURNS. ALTERNATIVELY,
         YOU MAY PROVIDE SUCH DISCLOSURE IN THE NOTES TO THE FINANCIAL
         STATEMENTS OR IN MD&A. SEE RULES 5-04 AND 12-09 OF REGULATION S-X.
         SUPPLEMENTALLY PROVIDE US WITH A ROLL FORWARD OF THE ACTIVITY IN THIS
         RESERVE ACCOUNT FOR EACH PERIOD PRESENTED. TO THE EXTENT THAT CHANGES
         IN THE RESERVES ARE MATERIAL TO AN UNDERSTANDING OF THE COMPANY'S
         RESULTS OF OPERATIONS OR FINANCIAL CONDITION, REVISE YOUR MD&A
         ACCORDINGLY.
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    The Company does not believe that sales returns and allowances should be
    included in Schedule II - Valuation and Qualifying Accounts, as we do not
    believe these items were contemplated as a valuation and qualifying account
    under rules 5-04(c) and 12-09 of Regulation S-X. Our sales returns and
    allowances are recorded as a deduction from sales with a corresponding
    amount recorded to accrued liabilities rather than as a deduction of an
    asset or a liability. FASB Concepts Statement No. 6, Elements of Financial
    Statements, paragraph 43, defines a valuation account as a separate item
    that reduces or increases the carrying amount of an asset or a liability.
    Based on this definition, we do not believe that our sales returns and
    allowance account is a valuation account and should not be included in
    Schedule II. However, if the liability associated with sales returns and
    allowances becomes material or changes significantly in the future, the
    Company will disclose the amount of the reserves in the Notes to Financial
    statements in future filings.

    9.   COMMENT: SINCE YOU HAVE TREASURY STOCK OUTSTANDING OF JULY 31, 2004,
         THE NUMBER OF SHARES ISSUED SHOULD NOT EQUAL THE NUMBER OF SHARES
         OUTSTANDING AS YOU HAVE DISCLOSED ON THE FACE OF YOUR BALANCE SHEET.
         PLEASE REVISE THE NUMBER OF SHARES ISSUED TO INCLUDE BOTH SHARES
         OUTSTANDING AND THOSE HELD IN TREASURY.

    The Company agrees with this comment. The Company's balance sheet should
    have shown issued shares of 29,638,360 and outstanding shares of 29,618,660.
    In its future filings with the SEC, the Company will show outstanding shares
    on its balance sheet net of any shares held in its treasury.

    10.  COMMENT: BASED ON YOUR CASH AND CASH EQUIVALENTS ACCOUNTING POLICY IN
         FOOTNOTE 1, WE UNDERSTAND THAT YOU HAVE RECLASSIFIED CASH OVERDRAFTS TO
         ACCOUNTS PAYABLE ON YOUR BALANCE SHEETS. CASH OVERDRAFTS ARE GENERALLY
         VIEWED AS A FINANCING ACTIVITY ON THE STATEMENTS OF CASH FLOWS.
         ACCORDINGLY, PLEASE EITHER REVISE YOUR STATEMENT OF CASH FLOWS FOR EACH
         PERIOD PRESENTED TO REFLECT CASH OVERDRAFTS AS A FINANCING ACTIVITY OR
         OTHERWISE TELL US WHY YOU BELIEVE YOUR CURRENT CASH FLOWS PRESENTATION
         COMPILES WITH GAAP.

    The Company's policy is to reclassify the negative balances in the
    disbursement accounts (which represents checks that have been issued but not
    presented to the bank for payment) to accounts payable. In arriving at our
    accounting policy, we have considered the provisions of paragraph 16 of
    Statements of Financial Accounting Standards No. 140 Accounting for
    Transfers and Servicing of Financial Assets and Extinguishments of
    Liabilities ("SFAS 140"). This standard concludes that obligations are not
    extinguished until cash is received by the debtor/vendor. We have concluded,
    based on our banking arrangements, that the Company is not relieved of its
    obligations to its vendors until the outstanding checks have cleared the
    bank. As a result, we deem it appropriate to reclassify outstanding checks
    to accounts payable and include the effects of such items in determining
    cash flows from operating activities rather than financing activities
    because the Company is simply reclassifying unsettled obligations to
    accounts payable and has never overdrawn its account, which would have
    resulted in indebtedness to the bank. The Company maintains several
    disbursement only accounts and deposit only accounts (for store cash and
    credit card receipts) that are zero balance accounts meaning that ending
    balances are swept daily into a concentration account. The Company is not
    provided any overdraft privileges under this banking arrangement and as a
    result, the Company is notified by the bank if any situation arises where
    there is insufficient funds to settle checks presented for payment. If the
    situation arises, the Company must wire cash from its investment or other
    bank accounts to the concentration account before the presented checks are
    paid by the bank. Based on this banking arrangement, the Company is at no
    time ever able to overdraw its account and thus never indebted to the bank.
    Since our policy is to keep the balance of the concentration account as
    close as possible to zero we believe the Company's unsettled obligations to
    its vendors are not extinguished until the written checks to its vendors are
    cleared by the bank because at the time that checks are written and issued,
    there is no cash in the account that could be delivered to the vendor as
    contemplated by paragraph 16 of SFAS 140.

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    We believe our current situation represents a "book overdraft" rather than a
    "bank overdraft". In accordance with AICPA Technical Q&A 1300.15, funds
    related to bank overdrafts should be presented as financing activities in
    the statement of cash flows. However, book overdrafts, where book balance is
    negative while bank balance is positive or zero (negative book balance
    generally is caused by outstanding checks) are presented as a liability
    unless cash in same bank that qualifies for netting eliminates negative
    balance. Book overdrafts may be presented as either operating (similar to
    changes in accounts payable) or financing activities. Since the Company does
    not consider this to be a financing activity, it includes these book
    overdrafts in its operating activities within the change in accounts
    payable- trade and accrued expenses.

    11.  COMMENT: PLEASE DISCLOSE THE TYPES OF EXPENSES THAT YOU INCLUDE IN THE
         COST OF SALES LINE ITEM AND THE TYPES OF EXPENSES THAT YOU INCLUDE IN
         THE SELLING, GENERAL AND ADMINISTRATIVE EXPENSES LINE ITEM. IN DOING
         SO, PLEASE DISCLOSE SPECIFICALLY WHETHER YOU INCLUDE INBOUND FREIGHT
         CHARGES, RECEIVING COSTS, INSPECTION COSTS, WAREHOUSING COSTS, INTERNAL
         TRANSFER COSTS AND THE OTHER COSTS OF YOUR DISTRIBUTION NETWORK IN COST
         OF SALES. IF YOU CURRENTLY EXCLUDE A SIGNIFICANT PORTION OF THESE COSTS
         FROM COST OF SALES, PLEASE PROVIDE CAUTIONARY DISCLOSURE IN MD&A THAT
         YOUR GROSS MARGINS MAY NOT BE COMPARABLE TO OTHERS, SINCE SOME ENTITIES
         INCLUDE THE COSTS RELATED TO THEIR DISTRIBUTION NETWORK IN COST OF
         SALES AND OTHERS LIKE YOU EXCLUDE ALL OR A PORTION OF THEM FROM GROSS
         MARGIN, INCLUDING THEM INSTEAD IN A LINE ITEM SUCH AS SELLING, GENERAL
         AND ADMINISTRATIVE EXPENSES. TO THE EXTENT IT WOULD BE MATERIAL TO AN
         INVESTOR'S ABILITY TO COMPARE YOUR OPERATING RESULTS TO OTHERS IN YOUR
         INDUSTRY, YOU SHOULD QUANTIFY IN MD&A THE AMOUNT OF THESE COSTS
         EXCLUDED FROM COST OF SALES. IF YOU DETERMINE THAT THESE AMOUNTS ARE
         IMMATERIAL FOR DISCLOSURE, PLEASE SUPPLEMENTALLY PROVIDE AS WITH YOUR
         QUALITATIVE AND QUANTITATIVE ASSESSMENT OF MATERIALITY FOR ALL PERIODS
         PRESENTED.

    The Company includes in its cost of sales ("COS") the cost of its
    merchandise (net of purchase discounts and vendor allowances), commissions
    and import fees, inbound freight costs to its distribution center and
    outbound freight costs to its stores and operating costs of its distribution
    center and freight costs relating to its internal transfer of merchandise.
    In addition, the Company includes buying and occupancy costs in its COS. The
    only cost of its distribution network the Company does not include in its
    COS is the depreciation of its distribution center and related fixtures and
    equipment, whi