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THE DRESS BARN, INC. (Exact Name of Registrant As Specified in Its Charter) Connecticut 06-0812960 (State Or Other Jurisdiction of (I.R.S

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THE DRESS BARN, INC. (Exact Name of Registrant As Specified in Its Charter) Connecticut 06-0812960 (State Or Other Jurisdiction of (I.R.S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2010 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) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, $0.05 par value The NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark 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 [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Non-accelerated filer [ ] Large accelerated filer [X] Accelerated filer [ ] (Do not check if a smaller Smaller reporting company [ ] reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes [ ] No [X] The aggregate market value of the voting stock held by non-affiliates of the registrant as of January 23, 2010 was approximately $1.4 billion, based on the last reported sales price on the NASDAQ Global Select Market on that date. As of September 17, 2010, 78,557,619 shares of voting common shares were outstanding. The registrant does not have any authorized, issued or outstanding non-voting common stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on December 8, 2010 are incorporated into Part III of this Form 10-K. EXPLANATORY NOTE On October 22, 2010, we received a comment letter from the Securities and Exchange Commission relating to our Annual Report on Form 10-K for the fiscal year ended July 31, 2010 (“fiscal 2010”), which we filed with the Securities and Exchange Commission on September 24, 2010 (the “Original Report”). The purpose of this Amendment No. 1 on Form 10-K/A (the “Amendment”) is to respond to the comment letter. In this Amendment we have revised the following: o Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. We have included additional disclosure regarding restrictions on our ability to pay dividends. o Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. We have included additional disclosure regarding the financial covenants contained in our revolving credit agreement, our compliance with such covenants and restrictions on our ability to pay dividends. o Item 15.(a)(1). Financial Statements. We have: 1. Amended Note 2 of our consolidated financial statements to correct immaterial errors in the unaudited pro forma financial information presented for fiscal 2010, and 2. Included additional disclosures in a) Note 3 of our consolidated financial statements regarding the cumulative effect of the change in accounting principle on periods prior to those presented that was not material to our consolidated financial statements and b) Note 9 of our consolidated financial statements regarding the fair value of the convertible senior notes tendered and what the note holders were entitled to receive, and regarding the financial covenants contained in our revolving credit agreement and our compliance with such covenants. o Item 15(b). Exhibits. We have refiled Exhibit 10.18 with this Amendment, including all exhibits, schedules, annexes and appendices thereto. Except as set forth above, the Original Report has not been amended, updated or otherwise modified. This Amendment includes information contained in the Original Report, and we have made no attempt in the Amendment to modify or update the disclosures presented in the Original Report, except as identified above. The disclosures in this Amendment continue to speak as of the date of the Original Report, and do not reflect events occurring after the filing of the Original Report. Accordingly, this Amendment should be read in conjunction with our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Report, including any amendments to those filings. The filing of this Amendment shall not be deemed to be an admission that the Original Report, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading. THE DRESS BARN, INC. FORM 10-K/A FISCAL YEAR ENDED JULY 31, 2010 TABLE OF CONTENTS PART I PAGE Item 1 Business 4 Item 1A Risk Factors 10 Item 1B Unresolved Staff Comments 16 Item 2 Properties 16 Item 3 Legal Proceedings 17 PART II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 18 Item 6 Selected Financial Data 21 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of 22 Operations Item 7A Quantitative and Qualitative Disclosures About Market Risk 40 Item 8 Financial Statements and Supplementary Data 40 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 40 Item 9A Controls and Procedures 41 Item 9B Other Information 43 PART III Item 10 Directors, Executive Officers and Corporate Governance 43 Item 11 Executive Compensation 43 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 43 Item 13 Certain Relationships and Related Transactions, and Director Independence 43 Item 14 Principal Accountant Fees and Services 43 PART IV Item 15 Exhibits, Financial Statement Schedules 44 2 This Annual Report on Form 10-K, including the section labeled Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements that should be read in conjunction with the consolidated financial statements and notes to consolidated financial statements and risk factors that we have included elsewhere in this report. These forward-looking statements are based on our current expectations, assumptions, estimates and projections about our business and our industry, and involve known and unknown risks, uncertainties and other factors that may cause our results, level of activity, performance or achievements to be materially different from any future results, level of activity, performance or achievements expressed or implied in, or contemplated by, the forward-looking statements. We generally identify these statements by words or phrases such as “believe”, “anticipate”, “expect”, “intend”, “plan”, “may”, “should”, “estimate”, “predict”, “potential”, “continue” or the negative of such terms or other similar expressions. Our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a difference include those discussed below under Item 1A. RISK FACTORS, and other factors discussed in this Annual Report on Form 10-K and other reports we file with the Securities and Exchange Commission. 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. dressbarn®, maurices, Justice®, YVOS and Studio Y are our own trademarks. In addition, we have a one year renewable license for the Limited Too® trade name which is considered an intangible defensive asset. Statements that are made about our fiscal 2010 refer to the 53-week period ended July 31, 2010, fiscal 2009 refer to the 52-week period ended July 25, 2009, and fiscal 2008 refer to the 52-week period ended July 26, 2008. Fiscal 2011 refers to our 52-week period that will end on July 30, 2011. Our fiscal year always ends on the last Saturday in July. References to “we”, “us”, “our” or “our company” or other similar terms in this report are to The Dress Barn, Inc. and its subsidiaries. 3 PART I ITEM 1. BUSINESS Overview The Dress Barn, Inc. (the “Company”, or “Dress Barn”) operates women’s and girls’ apparel specialty stores, principally under the names “dressbarn”, “maurices” and, since our November 2009 merger with Tween Brands, Inc.
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