DRESS BARN INC
10-Q/A, 1996-12-11
WOMEN'S CLOTHING STORES
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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-Q

 (Mark One)

 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the quarterly period ended      October 26, 1996

                                      OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the transition period from               to

      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)

                                 (914) 369-4500
             (Registrant's telephone number, including area code)


             (Former name, former address and former fiscal year, if changed
                        since last report.)

      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


                     APPLICABLE ONLY TO ISSUERS INVOLVED
                       IN BANKRUPTCY PROCEEDINGS DURING

                          THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes   No  

                    APPLICABLE ONLY TO CORPORATE ISSUERS:

      Indicate the number of shares  outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

 .05 par value           22,685,516 shares on December 3, 1996

                                 Page 1 of 10


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.


                                                     BY:   /s/ ARMAND CORREIA
                                                         Armand Correia
                                                         Senior Vice President
                                                         (Principal Financial
                                                         and Accounting Officer)

                                    I - 10




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<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                           JUL-26-1997
<PERIOD-END>                                OCT-26-1996
<CASH>                                         19252635
<SECURITIES>                                  85827666
<RECEIVABLES>                                  4025932
<ALLOWANCES>                                         0
<INVENTORY>                                   99681689
<CURRENT-ASSETS>                             208787922
<PP&E>                                       151274140
<DEPRECIATION>                                70931585
<TOTAL-ASSETS>                               290187080
<CURRENT-LIABILITIES>                         76788798
<BONDS>                                        3500000
                                0
                                          0
<COMMON>                                       1182761
<OTHER-SE>                                   206724959
<TOTAL-LIABILITY-AND-EQUITY>                 290187080
<SALES>                                      142755018
<TOTAL-REVENUES>                             142755018
<CGS>                                        92795139
<TOTAL-COSTS>                                 34034521
<OTHER-EXPENSES>                              4390344
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           (942865)
<INCOME-PRETAX>                               12477879
<INCOME-TAX>                                   4554000
<INCOME-CONTINUING>                           7923879
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  7923879
<EPS-PRIMARY>                                      .35
<EPS-DILUTED>                                      .35
        

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