DRESS BARN INC, 424B1, 1997-05-16

DRESS BARN INC
424B1, 1997-05-16
WOMEN'S CLOTHING STORES

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<PAGE> 1
Filed Pursuant to Rule 424(b)(1)
Registration No. 333-25377

PROSPECTUS
2,000,000 SHARES

[DRESS BARN LOGO]

COMMON STOCK

All of the shares (the "Shares") of common stock, par value $.05 per share
(the "Common Stock"), of The Dress Barn, Inc. ("Dress Barn" or the "Company")
offered hereby (the "Offering") are being sold by The Jaffe Family Foundation
and the Jaffe Family, L.P. (the "Selling Shareholders"). The Company will not
receive any of the proceeds from the sale of the Shares. The Common Stock is
listed on the Nasdaq National Market under the symbol "DBRN." On May 14, 1997,
the closing sale price of the Common Stock on the Nasdaq National Market was
$15.563 per share.

------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OF COMMON
STOCK OFFERED HEREBY.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
====================================================================================================
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) SHAREHOLDERS(2)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share................... $15.50 $0.775 $14.725
- ----------------------------------------------------------------------------------------------------
Total (3)................... $31,000,000 $1,550,000 $29,450,000
====================================================================================================
</TABLE>

(1) The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."

(2) Before deducting expenses of the Offering estimated at $390,000, of which
approximately $170,000 will be payable by the Selling Shareholders and
approximately $220,000 will be payable by the Company.

(3) The Jaffe Family Foundation has granted the Underwriters an option,
exercisable within 30 days after the date hereof, to purchase up to an
aggregate of 300,000 additional shares of Common Stock to cover over-
allotments, if any. If such option is exercised in full, total Price to
Public, Underwriting Discounts and Commissions and Proceeds to Selling
Shareholders will be $35,650,000, $1,782,500 and $33,867,500, respectively.
See "Underwriting."

------------------------

The Common Stock offered hereby is offered by the several Underwriters,
subject to prior sale, when as and if issued to and accepted by them, subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made at the offices of Bear,
Stearns & Co. Inc., 245 Park Avenue, New York, New York 10167 on or about May
20, 1997.

------------------------

BEAR, STEARNS & CO. INC. ROBERTSON, STEPHENS & COMPANY

THE DATE OF THIS PROSPECTUS IS MAY 14, 1997.

<PAGE> 2

AVAILABLE INFORMATION

The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files annual and quarterly reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information may be inspected at the
Commission's Public Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as at the Commission's regional offices at 7
World Trade Center, 13th Floor, New York, New York 10048; and Northwest Atrium
Center, 500 West Madison Street, Room 1400, Chicago, Illinois 60661-2511. Copies
of such materials can also be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. In addition, the Commission maintains a World Wide Web site on the
Internet at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The Common Stock is traded on the Nasdaq National Market,
and copies of such materials can also be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.

INFORMATION INCORPORATED BY REFERENCE

The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus: (1) the Annual Report of the
Company on Form 10-K for the fiscal year ended July 27, 1996; (2) the Quarterly
Report of the Company on Form 10-Q for the quarter ended October 26, 1996; (3)
the Quarterly Report of the Company on Form 10-Q for the quarter ended January
25, 1997; and (4) the description of Common Stock contained in the Company's
Registration Statement on Form S-1 declared effective May 4, 1983.

All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the Offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such reports and documents. Any statement contained in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference herein (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into any such document). Requests for such documents
should be submitted in writing to the Secretary of the Company at the Company's
principal executive offices at 30 Dunnigan Drive, Suffern, New York 10901,
telephone number: (914) 369-4500.
------------------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS AND THE
IMPOSITION OF PENALTY BIDS. SEE "UNDERWRITING."

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ALSO ENGAGE IN PASSIVE
MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET.
SEE "UNDERWRITING."

------------------------

The Company was incorporated in Connecticut in 1962. The Company's
principal executive offices are located at 30 Dunnigan Drive, Suffern, New York
10901, telephone number: (914) 369-4500.

3
<PAGE> 3

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information (including the financial statements and the notes thereto) included
elsewhere or incorporated by reference in this Prospectus. Each prospective
investor is urged to read this Prospectus in its entirety. Unless otherwise
indicated, all references herein to "Dress Barn" or the "Company" include The
Dress Barn, Inc. and its subsidiaries, and references to a "Fiscal" year specify
the calendar year in which the fiscal year ended; for example Fiscal 1996 refers
to the fiscal year ended July 27, 1996. In addition, unless otherwise indicated,
information contained herein assumes that the Underwriters' over-allotment
option is not exercised.
------------------------

THE COMPANY

Dress Barn operates a national chain of value-priced specialty stores
offering career apparel and accessories to the fashion-conscious working woman.
In addition, the Company's stores carry a broad assortment of casual wear to
suit its customers' total lifestyle needs. Over the past several years, the
Company has evolved from an off-price chain to a value-priced specialty
retailer. The Company distinguishes itself from (i) off-price retailers by its
carefully edited selection of in-season, first-quality merchandise,
service-oriented salespeople and its comfortable shopping environment, (ii)
department stores by its value pricing and convenient locations and (iii) other
specialty apparel retailers by its continuous focus on Dress Barn's target
customer for more than 35 years. As part of this focus, the Company has
successfully developed its own line of private brands, which constituted
approximately 50% of net sales for the six months ended January 25, 1997.

The Company's stores operate primarily under the names Dress Barn and Dress
Barn Woman, the latter featuring larger sizes of styles similar to those found
in the Dress Barn stores. The Company also operates combination Dress Barn/Dress
Barn Woman stores ("Combo Stores"), which carry both Dress Barn and Dress Barn
Woman merchandise. As of April 26, 1997, Dress Barn operated 702 stores in 43
states and the District of Columbia, consisting of 425 Dress Barn stores, 86
Dress Barn Woman stores and 191 Combo Stores. The Dress Barn and Dress Barn
Woman stores average approximately 4,500 and approximately 3,900 square feet,
respectively, and the Combo Stores average approximately 8,400 square feet.
Based on the success of its Combo Stores, the Company is focusing its expansion
strategy on opening new Combo Stores and converting existing Dress Barn and
Dress Barn Woman stores to the combination format. The Company plans to open
approximately 60 additional Combo Stores by the end of Fiscal 1998.

INDUSTRY BACKGROUND

The retail apparel industry has undergone significant contraction in recent
years, with the closing of over 30 major retail chains and considerable
consolidation. According to Dun and Bradstreet, over 9,500 retail apparel and
accessory stores closed or failed in the United States between 1991 and 1995. As
a result of this consolidation, the Company believes it is the second largest
national specialty retail chain of value-priced women's clothing. This period
was characterized by strong competition and price deflation, which resulted in
operating margin pressure for the retail apparel industry. The Company believes
that these trends have begun to reverse in the past six months.

Another significant trend in retailing has been the steady reduction in
regional shopping mall traffic. Studies show that busy consumers have less time
to contend with suburban congestion and are, instead, shopping closer to home.
According to a 1995 Stillerman Jones & Co. study, the nationwide average of mall
visits by consumers and the average time spent shopping in malls fell to 3.3
visits per month and 66 minutes spent in 1995, from 3.5 visits per month and 71
minutes spent in 1991. With the majority of its stores located in strip centers,
the Company believes it is well positioned to benefit from these trends.

4
<PAGE> 4

COMPANY STRENGTHS

Dress Barn is a leading specialty store offering women's career fashions at
value prices. Dress Barn attributes its success to its: (i) strong name
recognition and loyal customer base; (ii) long-standing relationships with
vendors of quality merchandise; (iii) experienced management team; (iv)
commitment to technology; (v) strong, consistent customer focus; (vi) low cost
operating structure; and (vii) strong balance sheet.

Strong Name Recognition. Since the Company's formation in 1962, Dress Barn
has established and reinforced its image as a source of fashion and value for
the working woman. The Company's 702 store locations in 43 states and the
District of Columbia provide it with a nationally recognized name. In addition,
the Company believes it has developed high awareness among its target customers
through on-going advertising and local marketing activities.

Strong Vendor Relationships. The Company has developed and maintains
strong and lasting relationships with its domestic and offshore vendors. Dress
Barn has worked with many of its vendors for more than 15 years, and often is
one of the vendors' largest accounts. These relationships, along with the
Company's buying power and strong credit profile, enable the Company to receive
favorable purchase terms, exclusive merchandise and expedited delivery times.

Experienced Management Team. The three senior members of the Company's
merchandising team have worked together at Dress Barn for over 15 years, with
each having substantial previous fashion retailing experience. This team
engineered the Company's evolution from an off-price retailer to a value-priced
specialty store. The Company's executive officers have an average tenure at
Dress Barn of 14 years. The stability of its management has enabled the Company
to develop a shared culture and vision and to maintain its focus on growing and
refining its business.

Commitment to Technology. Dress Barn has used technology to improve
merchandising and customer service, reduce costs and enhance productivity. The
Company's management information systems, which include a new IBM AS/400
integrated financial system and IBM 4694 point-of-sale system, allow it to
provide better service to customers by reducing paperwork and decreasing the
average transaction processing time. This enables sales associates to spend more
time assisting customers. The Company has also developed a laptop system that
delivers up-to-date store related information to its regional sales managers.
The Company's distribution center systems, installed in 1994, have reduced
per-unit distribution costs by over 50%, representing approximately $1.0 million
in annual savings.

Strong, Consistent Customer Focus. All aspects of Dress Barn's business
are designed to be responsive to the Dress Barn customer. Since 1962, the
Company has been consistent in targeting price-conscious and fashion-minded
working women. The convenient locations of the Company's stores primarily in
strip and outlet centers, carefully edited merchandise arranged for ease of
shopping, comfortable store environment and friendly customer service embody
Dress Barn's strong focus on its customers. Dress Barn's comprehensive training
program encourages its sales associates to assist customers in a low-key and
friendly manner. The Company believes it enhances its customers' shopping
experience by avoiding aggressive sales tactics that would result from a
commission-based compensation structure.

Low Cost Operator. The Company continually seeks to reduce costs in all
aspects of its operations and to create cost-consciousness at all levels. During
Fiscal 1995 the Company established a cost control procedure which analyzes each
department's budget twice annually to identify savings opportunities. For
example, this focus on cost-cutting has contributed to a $900,000 reduction in
selling, general and administrative expenses for the six months ended January
25, 1997, compared to the six months ended January 27, 1996, despite the
Company's increased sales in the 1997 period.

Strong Balance Sheet. The Company believes that its highly liquid balance
sheet and internally generated funds provide a competitive advantage that
enables the Company to pursue its long-term strategies regarding new stores,
capital expenditures and acquisitions.

5
<PAGE> 5

OPERATING STRATEGIES

The Company's objective is to become the leading national chain of
value-priced specialty apparel stores offering career fashions to the moderate
income working woman. The Company has developed the following strategies to
achieve this goal: (i) further development of Dress Barn's private brands; (ii)
maintenance of Dress Barn's merchandise focus; (iii) continuation of the Combo
Store roll-out; (iv) further development of customer targeted marketing; and (v)
further improvement of customer service.

Private Brand Strategy. The Company has gradually increased the percentage
of sales from goods manufactured under Dress Barn's private brands, as well as
goods produced by national brand manufacturers exclusively for Dress Barn, to
approximately 50% and 15%, respectively, of the Company's net sales for the six
months ended January 25, 1997. While the Company intends to continue to offer a
balanced mix of both national brand name and private brand merchandise, it plans
to continue to increase the percentage of private brand merchandise sold by its
stores, including its successful Westport(R), Princeton Club(R) and Atrium(R)
brands. Dress Barn's private brands typically create more value for its
customers and promote Dress Barn's "fashion at a fraction" image.

Merchandise Strategy. The Company's stores carry a broad assortment of
career wear, including dresses, suits, separates, blouses, sweaters and other
knitwear, as well as casual wear items, that are carefully edited to suit the
lifestyle needs of its target customer. Dress Barn does not seek to dictate
fashion trends; rather it offers current styles but avoids fashion-forward
merchandise that is subject to rapidly changing trends. While career fashions
remain the Company's primary focus, it continues to adapt to the evolving
definition of "career," such as casual Fridays. In addition, the Company seeks
to broaden its appeal by expanding its merchandise mix. The Company has recently
introduced shoes and petites in select locations. Based on the success of these
initial tests, the Company is gradually increasing the number of stores offering
shoes and petites.

Combo Store Roll-Out. Based on the success of the Combo Stores, the
Company expects most future store openings to be Combo Stores. Because of their
larger size, the Combo Stores provide the Company with greater presence in
shopping centers, give the Company more leverage in negotiating lease terms,
enable the Company to achieve lower operating cost ratios and offer increased
flexibility in merchandise presentation. Of the approximately 60 additional
Combo Stores which the Company plans to open by the end of Fiscal 1998, 25 are
expected to be new stores and 35 are expected to be conversions from existing
Dress Barn or Dress Barn Woman stores.

In conjunction with its strategy of adding Combo Stores, the Company is
aggressively closing underperforming locations and expects to close
approximately 60 such locations during Fiscal 1997, of which 50 have been closed
as of April 26, 1997. The Company has the option under a substantial number of
its store leases to terminate the lease at little or no cost if specified sales
volumes are not achieved, affording the Company greater flexibility to close
certain underperforming stores. The Company's roll-out of Combo Stores, net of
store closings, is expected to result in a small increase to the Company's
aggregate store square footage in Fiscal 1997 and an increase, during that year,
in the proportion of square footage attributable to Combo Stores from 33% to
40%.

Targeted Marketing. The Company uses several marketing tools, such as
transactional analyses through point-of-sale systems and customer surveys, in
order to determine the preferences of its target customers, working women ages
25-55. In addition, the Company distributed six mailings during the 12 months
ended January 25, 1997, each to approximately one million households including
its credit card holders. The Company is also collecting data from its credit
card program for use in other future marketing initiatives. Management believes
that these tools will further improve the Company's ability to align its
operations with the demands of its target customers on a consistent basis.

Customer Service. Dress Barn continually seeks to improve the customer's
shopping experience. For example, the Company's new management information
systems enable store managers and sales associates to spend more time serving
customers. The Company has also developed an ongoing video training program to
continue to improve customer service and sales associates' product knowledge and
selling skills.

6
<PAGE> 6

ACQUISITION OPPORTUNITIES

In order to supplement the Company's growth and enhance shareholder value,
the Company considers three types of acquisition opportunities: (i) real estate
oriented acquisitions to gain access to attractive sites and favorable lease
terms; (ii) other retail operations that could benefit from Dress Barn's
management and expertise, such as chains offering a complementary product line;
and (iii) alternate channels of distribution, such as mail order catalogs. The
Company seeks to assure that the earnings-per-share impact of a potential
acquisition for the first full fiscal year will be approximately neutral to
positive. The Company believes that its highly liquid balance sheet, with cash,
cash equivalents and marketable securities of $119 million as of January 25,
1997, will enable it to take advantage of such acquisition opportunities should
they arise. The Company believes that its Suffern, New York facility and its
corporate, merchandising and distribution infrastructure is more than adequate
to meet current needs and any foreseeable increase in the Company's store base
due to expansion or acquisition.

The Company is currently negotiating a letter of intent for a proposed
acquisition of a private company in a new, but related, line of business that
would meet Dress Barn's acquisition criteria. The specific terms of the
acquisition are still subject to negotiation, and closing is subject to several
conditions, including conducting a due diligence investigation to the Company's
satisfaction and eventually negotiating and preparing a definitive purchase
agreement. See "Risk Factors -- Risks Attendant to Acquisition Strategy" and
"Business -- Acquisition Opportunities."

RECENT DEVELOPMENTS

During the third quarter ended April 26, 1997, net sales totaled $134.1
million compared to $125.2 million during the quarter ended April 27, 1996, an
increase of 7%. Comparable store sales for the third quarter of Fiscal 1997
increased 6% over the third quarter of Fiscal 1996. Net sales for the nine-month
period ended April 26, 1997 were $408.3 million compared to $381.7 million for
the nine-month period ended April 27, 1996, an increase of 7%. Comparable store
sales for the nine months ended April 26, 1997 increased 5% over the nine months
ended April 27, 1996. The increase in net sales for the third quarter ended
April 26, 1997 was positively affected by the reaction to the Company's
merchandise and an absence of the adverse weather conditions that prevailed in
the winter of 1996.

Preliminary information indicates that net earnings for the third quarter
ended April 26, 1997 increased 43% to $7.4 million, or $.32 per share, compared
to $5.1 million, or $.23 per share, for the third quarter ended April 27, 1996.
Preliminary information, subject to final review, also indicates that net income
for the nine-month period ended April 26, 1997 increased 60% to $20.6 million,
or $.90 per share, compared to $12.9 million, or $.58 per share, for the nine
months ended April 27, 1996. As of April 26, 1997, the Company operated 702
stores (including 191 Combo Stores) as compared to 749 stores (including 136
Combo Stores) in operation as of April 27, 1996.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered............................ 2,000,000 shares
Common Stock outstanding (1).................... 22,854,727 shares
Nasdaq National Market symbol................... DBRN
Use of proceeds................................. The Company will not receive any proceeds from
the sale of the Shares.
</TABLE>

- ---------------

(1) Excludes (a) 1,778,486 shares of Common Stock subject to outstanding options
granted under the Company's stock option plans and (b) shares of Common
Stock that may be issued in connection with a proposed acquisition. See
"Business -- Acquisition Opportunities."

7
<PAGE> 7

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

<TABLE>
<CAPTION>
TWENTY-SIX
FISCAL YEAR ENDED WEEKS ENDED
------------------------------------------------------------------- -------------------------
JULY 25, JULY 31, JULY 30, JULY 29, JULY 27, JANUARY 27, JANUARY 25,
1992 1993(1) 1994 1995 1996(2) 1996 1997
----------- ----------- ----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales.................... $ 363,090 $ 419,586 $ 457,325 $ 500,836 $ 515,522 $ 256,477 $ 274,212
Gross profit................. 125,029 145,152 156,171 173,670 177,524 87,136 93,907
Writedown of underperforming
and closed store assets.... -- -- -- -- 2,848(3) -- --
Operating income............. 21,989 27,410 23,913 26,354 26,672 10,656 18,659
Interest income-net.......... 3,003 2,338 1,727 2,670 3,343 1,655 2,115
Net earnings................. 16,194 19,039 16,153 18,285 18,909 7,756 13,192
Earnings per share........... 0.74 0.86 0.73 0.82 0.84 0.35 0.58
Weighted average shares
outstanding (in
thousands)................. 21,805 22,020 22,177 22,266 22,413 22,331 22,646

SELECTED OPERATING DATA:
Number of stores open at the
end of period:
Dress Barn................. 482 513 544 578 492 546 451
Dress Barn Woman........... 52 92 98 106 97 106 91
Combo Stores............... 30 36 46 82 137 107 165
------- ------- ------- ------- ------- ------- -------
Total number of stores....... 564 641 688 766 726 759 707
Total number of units(4)..... 594 677 734 848 863 866 872
Total number of units opened
during the period(5)....... 101 117 95 146 107 57 45
Total number of units closed
during the period.......... 39 34 38 32 92 39 36
Total store square footage
(in thousands)............. 2,513 2,940 3,236 3,750 3,724 3,781 3,820
Average store size (sq.
ft.)....................... 4,448 4,579 4,703 4,896 5,130 4,981 5,404
Comparable store sales
increase (decrease)(6)..... (0.9%) 1.6% (1.1%) (1.4%) (3.5%) (4.6%) 5.1%
</TABLE>

<TABLE>
<CAPTION>
JANUARY 25,
1997
-----------
(IN
THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital....................................................... $ 140,895
Total assets.......................................................... 275,479
Long-term debt........................................................ 3,500
Shareholders' equity.................................................. 215,036
</TABLE>

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(1) Consists of 53 weeks. All other years presented consist of 52 weeks.
(2) Certain reclassifications have been made to prior years' data to conform
with 1996 presentation.
(3) Reflects a charge relating to the Company's implementation of the provisions
of Financial Accounting Standards No. 121. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
(4) One Combo Store equals two units; one Dress Barn or Dress Barn Woman store
equals one unit.
(5) Includes stores opened and single-format Dress Barn or Dress Barn Woman
stores converted into Combo Stores.
(6) The calculation of comparable store sales is based on the number of units
rather than the number of stores open, with each Combo Store representing
two units. New units are included in the comparable store base when they
have been open for the entire prior fiscal year. In the case of conversions
from single store formats to Combo Stores in the same center, the
pre-existing portion of the store (unit) remains in the comparable store
base.

8
<PAGE> 8

RISK FACTORS

Prospective investors, prior to making an investment decision, should
carefully consider the following, together with the other matters included and
incorporated by reference herein. In addition, this Prospectus contains
forward-looking statements that involve risks and uncertainties. Discussions
containing such forward-looking statements may be found in the material set
forth under "Prospectus Summary," "Risk Factors," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business," as
well as in this Prospectus generally. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth herein and elsewhere in
this Prospectus.

COMPETITION

The women's retail apparel industry is highly competitive. The Company
competes primarily with department stores, off-price retailers, specialty
stores, discount stores and mass merchandisers, many of which have substantially
greater financial, marketing and other resources than the Company. Many
department stores offer a broader selection of merchandise than the Company. In
addition, many department stores have in the past been more promotional than
they are now and have reduced their selling prices, and certain of the Company's
competitors and vendors have opened outlet stores which offer off-price
merchandise. The Company's sales and results of operations may also be affected
by close-outs and going-out-of-business sales by other women's apparel
retailers. Partially as a result of such competition, apparel retailers have
experienced price deflation during the last several years. The Company may face
periods of strong competition in the future which could have an adverse effect
on its financial results. See "Business -- Competition."

RISKS OF GROWTH STRATEGY

The growth of the Company is dependent, in large part, upon the Company's
ability to successfully execute its strategy of adding new Combo Stores and
aggressively closing underperforming locations. Through the end of Fiscal 1998,
the Company expects to open approximately 60 additional Combo Stores, of which
25 are expected to be new stores and 35 are expected to be conversions from
existing Dress Barn or Dress Barn Woman stores. The success of the Company's
growth strategy will depend upon a number of factors, including the
identification of suitable markets and sites for new Combo Stores, negotiation
of leases on acceptable terms, construction or renovation of sites in a timely
manner at acceptable costs, and maintenance of the productivity of the existing
store base. In addition, the Company must be able to hire, train and retain
competent managers and personnel and manage the systems and operational
components of its growth. The failure of the Company to open new Combo Stores on
a timely basis, obtain acceptance in markets in which it currently has limited
or no presence, attract qualified management and personnel or appropriately
adjust operational systems and procedures would adversely affect the Company's
future operating results. In addition, there can be no assurance that the
opening of new Combo Stores in existing markets will not have an adverse effect
on sales at existing stores in these markets. There can be no assurance that the
Company will be able to successfully implement its growth strategies, continue
to introduce the Combo Stores or maintain its current growth levels. See
"Business -- Store Expansion Strategy."

MERCHANDISE TRENDS

The Company's success depends in part on its ability to anticipate and
respond to changing merchandise trends and consumer preferences in a timely
manner. Accordingly, any failure by the Company to anticipate, identify and
respond to changing fashion trends could adversely affect consumer acceptance of
the merchandise in the Company's stores, which in turn could adversely affect
the Company's business and its image with its customers. If the Company
miscalculates either the market for its merchandise or its customers' purchasing
habits, it may be required to sell a significant amount of unsold inventory at
below average markups over the Company's cost, or below cost, which would have
an adverse effect on the Company's financial condition and results of
operations. In addition, the Company has increased its use of private brands.
The nature of the Company's obligations with respect to private brand purchases
may make it more difficult to respond to changing trends by reducing order
quantities. These factors could result in higher

9
<PAGE> 9

markdowns and lower gross profits to the extent that sales of private brand
merchandise are lower than expected. See "Business -- Merchandising."

RISKS ATTENDANT TO ACQUISITION STRATEGY

The Company generally considers three types of acquisition opportunities:
(i) real estate oriented acquisitions, to gain access to attractive sites and
favorable lease terms; (ii) other retail operations that could benefit from the
Company's management and expertise, such as other apparel chains offering a
complementary product line; and (iii) alternate channels of distribution, such
as mail order catalogs. The Company has never completed an acquisition of the
types listed in (ii) and (iii) above. At any given time, the Company may be in
various stages of consideration of such opportunities. Such acquisitions are
subject to due diligence, the negotiation of definitive agreements and other
conditions typical in acquisition transactions, certain of which may be beyond
the Company's control. There is no assurance that the Company will be able to
identify desirable acquisition candidates or will be successful in entering into
any definitive agreements with respect to desirable acquisitions. Moreover, even
if definitive agreements are entered into, there is no assurance that any future
acquisition will thereafter be completed or, if completed, that the anticipated
benefits of the acquisition will be realized.

The Company is currently negotiating a letter of intent for a proposed
acquisition of a private company in a new, but related, line of business that
would meet Dress Barn's acquisition criteria. The net sales of this business for
its most recent fiscal year were approximately $85 million. The proposed
purchase price is approximately $25 million to be paid in cash, in assumption of
debt and/or in shares of Common Stock. To the extent the Company issues Common
Stock to the seller, it is the Company's intention to purchase a similar number
of shares of Common Stock on the open market or otherwise. Also, the Company may
grant the seller a put option to require the Company to repurchase shares of
Common Stock issued to the seller as part of the purchase price under certain
circumstances. The target of the proposed acquisition, which has been in
existence for 14 years, has advised the Company that it incurred operating
losses for each of its past three years, including an operating loss of
approximately $2.0 million in its last fiscal year, and had a working capital
deficit of over $5.0 million as of December 31, 1996. The specific terms of the
acquisition are still subject to negotiation, and closing is subject to several
conditions, including conducting a due diligence investigation to the Company's
satisfaction and eventually negotiating and preparing a definitive purchase
agreement. There can be no assurance that the contemplated acquisition will be
consummated successfully or that the completed acquisition will be operated
profitably. See "Business -- Acquisition Opportunities."

DEPENDENCE ON KEY EXECUTIVES

The Company's success is largely dependent on the efforts and abilities of
its executive officers, particularly Elliot S. Jaffe, its Chairman and Chief
Executive Officer, and Burt Steinberg, its President and Chief Operating
Officer. The loss of the services of any of these individuals could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Management."

RELIANCE ON SYSTEMS AND DISTRIBUTION CENTER

The Company relies upon its existing management information systems in
operating and monitoring all major aspects of the Company's business, including
sales, warehousing, distribution, purchasing, inventory control, merchandising
planning and replenishment, as well as various financial systems. Any disruption
in the operation of the Company's management information systems, or the
Company's failure to continue to upgrade, integrate or expend capital on such
systems as its business expands, would have a material adverse effect on the
Company. In addition, the Company operates a 510,000 square foot office and
distribution center in Suffern, New York. Management believes the systems and
controls related to the distribution center are fully integrated and are more
than adequate to meet current needs and any foreseeable increase in the
Company's store base due to acquisition or expansion. However, any disruption in
the operations of the distribution center would have a material adverse effect
on the Company's business. See "Business - Management Information Systems."

10
<PAGE> 10

QUARTERLY RESULTS AND SEASONALITY

The Company has historically experienced substantially lower earnings in
its second fiscal quarter ending in January than during its other three fiscal
quarters, reflecting the intense promotional atmosphere that has characterized
the Christmas shopping season in recent years. In addition, the Company's
quarterly results of operations may fluctuate materially depending on, among
other things, the timing of new store openings, net sales contributed by new
stores, increases or decreases in comparable store sales, adverse weather
conditions, shifts in timing of certain holidays, changes in the Company's
merchandise mix and the timing of acquisitions. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Quarterly Results
and Seasonality."

11
<PAGE> 11

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares. The
1,000,000 shares being sold by The Jaffe Family Foundation were recently
contributed to it by the Jaffe Family, L.P. and are being sold to comply with
tax laws governing foundations. The Jaffe Family, L.P. is selling 1,000,000
shares for tax planning purposes.

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
January 25, 1997:

<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
<S> <C>
Long term debt(1).............................................................. $ 3,500
--------
Shareholders' equity(2):
Preferred stock, par value $.05 per share; 100,000 shares authorized; no
shares issued or outstanding.............................................. --
Common stock, par value $.05 per share; 30,000,000 shares authorized;
23,786,842 shares issued; 22,781,842 shares outstanding................... 1,189
Additional paid-in capital................................................... 18,114
Retained earnings............................................................ 200,300
Treasury stock, at cost...................................................... (5,706)
Unrealized gain on investments............................................... 1,139
--------
Total shareholders' equity................................................ 215,036
--------
Total capitalization...................................................... $218,536
========
</TABLE>

(1) Consists of a loan from the New York State Urban Development
Corporation due October 1, 2004 bearing interest at rates of 0% to 3%
per annum.

(2) Excludes (a) 1,851,371 shares of Common Stock subject to outstanding
options granted under the Company's stock option plans and (b) shares
of Common Stock that may be issued in connection with a proposed
acquisition. See "Business -- Acquisition Opportunities."

12
<PAGE> 12

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data as of and for the fiscal
years ended July 27, 1996, July 29, 1995, July 30, 1994, July 31, 1993 and July
25, 1992 have been derived from the audited consolidated financial statements of
the Company and should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations." The following
selected consolidated financial data for the twenty-six weeks ended January 25,
1997 and January 27, 1996 are unaudited but have been prepared on the same basis
as the audited financial data and, in the opinion of management, contain all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the results of operations for such periods. The results of
operations for the twenty-six weeks ended January 25, 1997 are not necessarily
indicative of results to be expected for the full fiscal year.

<TABLE>
<CAPTION>
TWENTY-SIX
WEEKS ENDED
FISCAL YEAR ENDED -----------------------
-------------------------------------------------------- JANUARY JANUARY
JULY 25, JULY 31, JULY 30, JULY 29, JULY 27, 27, 25,
1992 1993(1) 1994 1995 1996(2) 1996 1997
-------- -------- -------- -------- -------- ---------- ----------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales................................ $363,090 $419,586 $457,325 $500,836 $515,522 $256,477 $274,212
Cost of sales, including occupancy and
buying costs......................... 238,061 274,434 301,154 327,166 337,998 169,341 180,305
-------- -------- -------- -------- -------- -------- --------
Gross profit........................... 125,029 145,152 156,171 173,670 177,524 87,136 93,907
Selling, general and administrative
expenses............................. 95,350 108,565 120,131 133,253 132,176 67,193 66,290
Depreciation and amortization ......... 7,690 9,177 12,127 14,063 15,828 9,287 8,958
Write-down of underperforming and
closed store assets.................. -- -- -- -- 2,848(3) -- --
-------- -------- -------- -------- -------- -------- --------
Operating income....................... 21,989 27,410 23,913 26,354 26,672 10,656 18,659
Interest income-net.................... 3,003 2,338 1,727 2,670 3,343 1,655 2,115
-------- -------- -------- -------- -------- -------- --------
Earnings before income taxes........... 24,992 29,748 25,640 29,024 30,015 12,311 20,774
Income taxes........................... 8,798 10,709 9,487 10,739 11,106 4,555 7,582
-------- -------- -------- -------- -------- -------- --------
Net earnings........................... $ 16,194 $ 19,039 $ 16,153 $ 18,285 $ 18,909 $ 7,756 $ 13,192
======== ======== ======== ======== ======== ======== ========
Earnings per share..................... $ 0.74 $ 0.86 $ 0.73 $ 0.82 $ 0.84 $ 0.35 $ 0.58
Weighted average shares outstanding.... 21,805 22,020 22,177 22,266 22,413 22,331 22,646
BALANCE SHEET DATA:
Working capital........................ $ 73,477 $ 83,476 $ 89,051 $103,310 $122,730 $111,709 $140,895
Total assets........................... 173,360 202,386 217,863 243,521 265,723 231,126 275,479
Long-term debt......................... -- -- -- 3,500 3,500 3,500 3,500
Shareholders' equity................... 120,339 142,003 159,198 178,938 199,096 187,571 215,036
</TABLE>

- ---------------

(1) Consists of 53 weeks. All other years presented consist of 52 weeks.

(2) Certain reclassifications have been made to prior years' data to conform
with 1996 presentation.

(3) Reflects a charge relating to the Company's implementation of the provisions
of Financial Accounting Standards No. 121. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

13
<PAGE> 13

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATION

RECENT DEVELOPMENTS

RESULTS OF OPERATIONS

The table below sets forth certain financial data of the Company expressed
as a percentage of net sales for the periods indicated:

<TABLE>
<CAPTION>
TWENTY-SIX WEEKS
FISCAL YEAR ENDED ENDED
----------------------------- ---------------------
JULY JULY JULY JANUARY JANUARY
30, 29, 27, 27, 25,
1994 1995 1996 1996 1997
------- ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales.................................. 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales, including occupancy and
buying................................... 65.9 65.3 65.6 66.0 65.8
Gross profit............................... 34.1 34.7 34.4 34.0 34.2
Selling, general and administrative
expenses................................. 26.3 26.6 25.6 26.2 24.2
Depreciation and amortization.............. 2.6 2.8 3.0 3.6 3.2
Writedown of underperforming and closed
store.................................... -- -- 0.6 -- --
----- ----- ----- ----- -----
Operating income........................... 5.2 5.3 5.2 4.2 6.8
Interest income............................ 0.4 0.5 0.6 0.6 0.8
Income before income taxes................. 5.6 5.8 5.8 4.8 7.6
Income taxes............................... 2.1 2.1 2.1 1.8 2.8
----- ----- ----- ----- -----
Net income................................. 3.5% 3.7% 3.7% 3.0% 4.8%
===== ===== ===== ===== =====
</TABLE>

TWENTY-SIX WEEKS ENDED JANUARY 25, 1997 COMPARED TO TWENTY-SIX WEEKS ENDED
JANUARY 27, 1996

Net sales increased by 6.9% to $274.2 million for the 26 weeks ended
January 25, 1997 from $256.5 million for the 26 weeks ended January 27, 1996,
due primarily to a 5% increase in comparable store sales. The increase in
comparable store sales resulted primarily from better weather conditions during
the 1997 period. The improvement in net sales was also attributable to an
approximately 1% increase in total selling square footage, which was due to the
opening of new Combo Stores and the conversion of single-format stores into
Combo Stores. This offset the closing of underperforming stores, which resulted
in the number of stores in operation declining to 707 stores as of January 25,
1997, from 759 stores in operation as of January 27, 1996.

Gross profit (net sales less cost of goods sold, including occupancy and
buying costs) increased by 7.8% to $93.9 million, or 34.2% of net sales, for the
1997 period from $87.1 million, or 34.0% of net sales, for the 1996

14
<PAGE> 14

period. The increase in gross profit as a percentage of net sales was primarily
due to a decrease in markdowns, as well as the fixed nature of occupancy costs
which were unaffected by the increase in comparable store sales.

Selling, general and administrative (SG&A) expenses decreased by 1.3% to
$66.3 million, or 24.2% of net sales, in the 1997 period from $67.2 million, or
26.2% of net sales, in the 1996 period, reflecting the Company's continued focus
on cost reductions and productivity improvements.

Depreciation expense decreased by 3.5% to $9.0 million for the 1997 period
from $9.3 million for the 1996 period. Depreciation expense for both periods
reflect certain writeoffs related to the closure of 34 stores and 36 stores
during the 1997 and 1996 periods, respectively.

Interest income -- net increased by 27.8% to $2.1 million for the 1997
period from $1.7 million for the 1996 period. The increase resulted primarily
from an increase in the Company's investment portfolio.

FISCAL 1996 COMPARED TO FISCAL 1995

Net sales increased by 2.9% to $515.5 million in Fiscal 1996, from $500.8
million in Fiscal 1995. Comparable store sales decreased 3.5% from the prior
year. The Company operated 726 stores at July 27, 1996, compared to 766 stores
operated at July 29, 1995.

The increase in net sales in Fiscal 1996 resulted from the Company's store
development activity. Although the Company closed 72 stores in Fiscal 1996, the
Company increased its selling square footage approximately 1% by opening 45 new
stores and converting 50 single-format stores into Combo Stores. The decrease in
comparable store sales in Fiscal 1996 resulted primarily from competitive
pressures, unseasonable weather and a general price deflation in the women's
apparel retail sector.

Gross profit was $177.5 million, or 34.4% of net sales, in Fiscal 1996,
compared to $173.7 million, or 34.7% of net sales, in Fiscal 1995. The decrease
in gross profit as a percentage of net sales resulted primarily from spreading
relatively fixed occupancy and buying costs over decreased comparable store
sales.

SG&A expenses as a percentage of net sales decreased 1.0% in Fiscal 1996
versus Fiscal 1995. The economies of converting stores to the larger combination
format and an enhanced company-wide focus on cost controls contributed to this
decrease. These factors more than offset the effect of lower comparable store
sales on these relatively fixed expenses.

Depreciation expense was $15.8 million in Fiscal 1996, compared to $14.0
million in Fiscal 1995. The 12.5% increase in Fiscal 1996 resulted primarily
from additions to property and equipment related to the relocation of the
Company's distribution facility in Fiscal 1994 and 1995. Depreciation expense in
Fiscal 1996 also included a $3.0 million loss on disposal of closed store assets
versus $2.3 million in Fiscal 1995.

In the fourth quarter of Fiscal 1996, the Company implemented the
provisions of Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." This statement addresses the timing of recognition and the measurement of
impairment of (a) long-lived assets, certain identifiable intangibles, and
goodwill related to those assets to be held and used, and (b) long-lived assets
and certain identifiable intangibles to be disposed of. The statement requires
that such assets be reviewed for impairment whenever events or changes in
circumstances indicate that their carrying amount may not be recoverable, and
that such assets be reported at the lower of carrying amount or fair value. The
Company recorded a pre-tax charge of $2.8 million in Fiscal 1996 resulting from
adoption of this statement.

Interest income -- net in Fiscal 1996 increased 25% over Fiscal 1995. The
increase resulted primarily from an increase in the market value of the
Company's managed municipal bond portfolio.

FISCAL 1995 COMPARED TO FISCAL 1994

Net sales increased by 9.5% to $500.8 million in Fiscal 1995 from $457.3
million in Fiscal 1994. Comparable store sales decreased 1.4% from the prior
year. The Company operated 766 stores at July 29, 1995, compared to 688 stores
operated at July 30, 1994.

15
<PAGE> 15

The increase in net sales in Fiscal 1995 resulted primarily from the
Company's store development activities. In Fiscal 1995, the Company increased
selling square footage by approximately 4% by opening 108 new stores while
closing 30 existing stores.

Gross profit increased to 34.7% of net sales in Fiscal 1995 from 34.1% of
net sales in Fiscal 1994. The decrease in cost of goods sold as a percentage of
net sales resulted primarily from improved initial mark-ups which offset higher
occupancy costs from both new stores and expanded existing stores.

SG&A expenses (restated to exclude depreciation) were $133.3 million in
Fiscal 1995, compared to $120.1 million in Fiscal 1994, an increase of 10.9%. As
a percentage of net sales, SG&A was 26.6% in Fiscal 1995 compared to 26.3% in
Fiscal 1994. The increase in SG&A as a percentage of net sales primarily
resulted from decreased comparable store sales and the corporate relocation to
Suffern, New York.

Depreciation expense was $14.0 million in Fiscal 1995, compared to $12.1
million in Fiscal 1994. The increase in Fiscal 1995 resulted primarily from
additions to property and equipment related to the Company's store development
activities. The loss on disposal of closed store assets was $2.3 million in
Fiscal 1995 versus $1.2 million in Fiscal 1994.

Interest income in Fiscal 1995 increased by 54.6% over Fiscal 1994. The
increase resulted primarily from the increase in the market value of the
Company's managed municipal bond portfolio.

LIQUIDITY AND CAPITAL RESOURCES

The Company has generally funded, through internally generated cash flow,
all of its operating and capital needs. These include the opening of new stores,
the remodeling of existing stores and the continued expansion of its Combo Store
format. Total capital expenditures were $17.1 million, $22.0 million and $23.4
million in Fiscal 1996, 1995 and 1994, respectively. A total of approximately
$15.0 million of capital expenditures during Fiscal 1994 and Fiscal 1995 were
for the new Suffern, New York facility. In conjunction with the relocation of
its headquarters, the Company accepted a $3.5 million low interest industrial
revenue loan in Fiscal 1995 from the New York State Urban Development
Corporation, bearing interest rates ranging from 0% to 3% per annum.

The Company's cash, cash equivalents, marketable securities and investments
increased approximately $19.0 million in Fiscal 1996 from Fiscal 1995. This was
primarily due to the increase in earnings and a decrease in SG&A expenses. The
Company funds inventory expenditures through cash flows from operations and the
favorable payment terms the Company has established with its vendors. The
Company's quick ratio (i.e., the ratio of current assets less inventory to
current liabilities) has improved steadily over the past three years (1.54, 1.25
and 1.17 at the end of Fiscal 1996, 1995 and 1994, respectively). Merchandise
inventories at July 27, 1996 increased $1.7 million from July 29, 1995 as the
Company has continued to grow its inventory levels in line with projected sales.
The Company's net cash provided by operations in Fiscal 1996 increased to $35.6
million as compared to $27.6 million in Fiscal 1995 and $23.7 million in Fiscal
1994. The increase in Fiscal 1996 was due to the increase in earnings and
favorable income tax cash planning. During this three-year period, the Company
has increased its cash, cash equivalents, marketable securities and investments
by $30.2 million and financed its expansion and corporate relocation while only
incurring $3.5 million in long-term debt.

At January 25, 1997, the Company had working capital of approximately
$141.0 million and three bank credit lines totaling $95.0 million without any
outstanding borrowings. Inventory levels at the end of the period were
consistent with the Company's sales projections. Expenditures for property and
equipment totaled $6.5 million for the six months ended January 25, 1997,
compared to $8.3 million of expenditures in the first six months of Fiscal 1996,
and the Company anticipates spending approximately $10.0 million for the
remainder of Fiscal 1997. This does not include amounts that may be paid in
connection with the proposed acquisition. See "Business -- Acquisition
Opportunities."

The Company believes that its cash, cash equivalents, marketable securities
and investments, together with cash flow from operations, will be adequate to
fund the Company's proposed capital expenditures and other operating
requirements.

16
<PAGE> 16

INFLATION

The Company does not believe that inflation had a material effect on its
results of operations during the past two years. However, there can be no
assurance that the Company's business will not be affected by inflation in the
future.

QUARTERLY RESULTS AND SEASONALITY

The following table sets forth certain unaudited financial information for
the Company in each quarter during Fiscal 1996 and each of the first two
quarters of Fiscal 1997. The unaudited quarterly information includes all normal
recurring adjustments which management considers necessary for a fair
presentation of the information shown.

<TABLE>
<CAPTION>
FISCAL 1996 FISCAL 1997
-------------------------------------------- --------------------
FIRST SECOND THIRD FOURTH FIRST SECOND
QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>

Net sales.................... $137,351 $119,127 $125,174 $133,871 $142,755 $131,457
Gross profit................. 48,387 38,750 43,783 46,604 49,960 43,947
Operating income............. 8,820 1,837 7,356 8,659 11,535 7,125
Net income................... 6,025 1,731 5,137 6,016 7,924 5,268
Earnings per share........... .27 .08 .23 .27 .35 .23
Percentage increase (decrease) in
comparable store net
sales...................... (4.3%) (4.7%) (3.4%) (1.1%) 1.9% 9.1%
Total stores (end of
period).................... 776 759 749 726 728 707
</TABLE>

17
<PAGE> 17

BUSINESS

THE COMPANY

INDUSTRY BACKGROUND

COMPANY STRENGTHS

Dress Barn is a leading specialty store offering women's career fashions at
value prices, and attributes its success to its: (i) strong name recognition and
loyal customer base; (ii) long-standing relationships with vendors of quality
merchandise; (iii) experienced management team; (iv) commitment to technology;
(v) strong, consistent customer focus; (vi) low cost operating structure; and
(vii) strong balance sheet.

18
<PAGE> 18

Commitment to Technology. Dress Barn has used technology to improve
merchandising and customer service, reduce costs and enhance productivity. For
example, the Company's management information systems, which include a new IBM
AS/400 integrated financial system and IBM 4694 point-of-sale system, allow it
to provide better service to customers by reducing paperwork and decreasing the
average transaction processing time. This enables sales associates to spend more
time assisting customers. The Company has also developed a laptop system that
delivers up-to-date store related information to its regional sales managers.
The Company's distribution center systems, installed in 1994, have reduced
per-unit distribution costs by over 50%, representing approximately $1.0 million
in annual savings.

OPERATING STRATEGIES

The Company's objective is to become a dominant national chain of
value-priced specialty apparel stores offering career fashions to the moderate
income working woman. The Company has developed the following strategies to
achieve this goal: (i) further development of Dress Barn's private brands; (ii)
maintenance of Dress Barn's merchandise focus; (iii) continuation of the Combo
Store roll-out; (iv) further development of customer targeted marketing; and (v)
further improvement of customer service.

19
<PAGE> 19

brands. Dress Barn's private brands typically create more value for its
customers and promote Dress Barn's "fashion at a fraction" image.

In conjunction with its strategy of adding Combo Stores, the Company is
aggressively closing underperforming locations and expects to close
approximately 60 such locations during Fiscal 1997, of which 50 have been closed
as of April 26, 1997. The Company has the option under a substantial number of
its store leases to terminate the lease at little or no cost if specified sales
volumes are not achieved, affording the Company greater flexibility to close
certain underperforming stores. In Fiscal 1997, the Company's roll-out of Combo
Stores, net of store closings, is expected to result in a small increase to the
Company's aggregate store square footage and an increase in the proportion of
square footage attributable to Combo Stores from 33% to 40%.

ACQUISITION OPPORTUNITIES

20
<PAGE> 20

The Company is currently negotiating a letter of intent for a proposed
acquisition of a private company in a new, but related, line of business that
would meet Dress Barn's acquisition criteria. The net sales of this business for
its most recent fiscal year were approximately $85 million. The proposed
purchase price is approximately $25 million to be paid in cash, in assumption of
debt and/or in shares of Common Stock. To the extent the Company issues Common
Stock to the seller, it is the Company's intention to purchase a similar number
of shares of Common Stock on the open market or otherwise. Also, the Company may
grant the seller a put option to require the Company to repurchase shares of
Common Stock issued to the seller as part of the purchase price under certain
circumstances. The target of the proposed acquisition, which has been in
existence for 14 years, has advised the Company that it incurred operating
losses for each of its past three years, including an operating loss of
approximately $2.0 million in its last fiscal year, and had a working capital
deficit of over $5.0 million as of December 31, 1996. The specific terms of the
acquisition are still subject to negotiation, and closing is subject to several
conditions, including conducting a due diligence investigation to the Company's
satisfaction and eventually negotiating and preparing a definitive purchase
agreement. See "Risk Factors -- Risks Attendant to Acquisition Strategy."

MERCHANDISING

The Company's stores offer a broad assortment of career wear including
dresses, suits, separates, blouses, sweaters and other knitwear, as well as
casual wear items, that are carefully edited to suit the lifestyle needs of its
target customer. In addition, the Company offers other wardrobe items including
accessories, jewelry, hosiery and shoes. Dress Barn and Dress Barn Woman are
organized as separate divisions, each with a separate merchandising team. Combo
Stores have merchandise offerings from both the Dress Barn and Dress Barn Woman
merchandising divisions.

A key component of the Company's merchandising strategy is to increase the
percentage of its sales derived from private brands. Private brands allow the
Company to differentiate itself from other retailers by providing an assortment
of merchandise that is not available elsewhere and to improve the Company's
control over the flow of merchandise into its stores by enabling the Company to
better specify quantities, styles, colors, size breaks and delivery dates. In
addition, the Company believes private brands provide it with more flexibility
in the marketing process by allowing for higher initial mark-ons and limiting
the ability of customers to compare prices with competing retailers. The Company
believes it has the expertise to execute its private brand strategy due to its
extensive experience sourcing goods, primarily overseas, its position as a
merchandiser of established fashions and its already successful line of private
brands. The percentage of the Company's sales generated from private brands has
increased steadily to approximately 50% for the 26-week period ended January 25,
1997 from 40% during Fiscal 1996, 30% during Fiscal 1995 and 25% during Fiscal
1994.

In Fiscal 1996, the Company introduced two new departments, shoes and
petites, primarily in its Combo Stores. Following initial tests, these
departments are being rolled out to additional stores. As of January 25, 1997,
47 stores had shoe departments and 12 stores featured petites. The Company
expects to add another 48 shoe departments and 23 petite departments in the
Spring of 1997.

Virtually all merchandising decisions affecting the Company's stores are
made centrally. Merchandising policy is under the direction of the Chairman, the
President and five merchandise managers. Prices and markdowns are determined
centrally but may be adjusted locally in response to competitive situations.
Generally, the majority of the merchandise sold by the Company is uniformly
carried by all stores, with a percentage varied by management according to
regional or consumer tastes or the size of particular stores. To keep
merchandise seasonal and in current fashion, inventory is reviewed weekly and
markdowns are taken as appropriate to expedite selling.

BUYING AND DISTRIBUTION

Buying is conducted on a departmental basis for each of the Dress Barn and
Dress Barn Woman divisions by the Company's staff of 18 buyers and 19 assistant
buyers supervised by the President and five merchandise managers. The Company
also uses independent buying representatives in New York and overseas.

21
<PAGE> 21

The Company obtains its nationally branded merchandise from approximately
350 vendors and its private brand merchandise from approximately 50 vendors.
Typical lead times for the Company in making purchases from its vendors range
from approximately one month for items such as t-shirts, socks and hosiery to
approximately six months for items such as suits and dresses. Generally, lead
times do not vary significantly between the Company's private brands and
nationally branded merchandise. No vendor accounted for as much as 5% of the
Company's purchases in Fiscal 1996. The Company does not have any long-term
supply contracts with its vendors.

All merchandise is received from vendors at the Company's central warehouse
and distribution facility in Suffern, New York, where it is inspected, allocated
and shipped to its stores. The Company seeks to use its strong relationships
with vendors to lower its operating costs by shifting freight and insurance
costs to the vendors and by requiring them to provide ancillary services. For
example, over 90% of the Company's merchandise is pre-ticketed by vendors and
over 30% is pre-packaged for distribution to stores, which allows cross-docking
in the distribution center to the stores. In addition, nearly half of the
hanging garments purchased by the Company are delivered on floor-ready hangers.

The Company generally does not warehouse merchandise, but distributes it
promptly to stores. Turnaround time between the receipt of merchandise from the
vendor and shipment to the stores is usually three days or less, and shipments
are made daily to most stores, maintaining the freshness of merchandise. Because
of such frequent shipments, the stores do not require significant storage space.
The Company may on occasion buy certain basic clothing that does not change in
style from year to year at attractive prices and warehouse such items at its
distribution center until needed.

STORE LOCATIONS AND PROPERTIES

As of April 26, 1997, the Company operated 702 stores in 43 states and the
District of Columbia. 393 of the stores are conveniently located in strip
centers and 264 stores are located in outlet centers. The Dress Barn and Dress
Barn Woman stores average approximately 4,500 and approximately 3,900 square
feet, respectively, and the Combo Stores average approximately 8,400 square
feet. In certain outlet centers, Dress Barn stores operate under the name
Westport Ltd. and Dress Barn Woman stores operate under the name Westport Woman.
Westport Ltd. and Westport Woman stores account for approximately 20% of the
Company's stores currently in operation. The Company intends to convert
approximately 50 of these stores to the Dress Barn or Dress Barn Woman name by
the end of Fiscal 1997. After the conversion of the 50 stores, Westport Ltd. and
Westport Woman stores will account for approximately 10% of the Company's
stores.

22
<PAGE> 22

The table below indicates the states in which the stores operating on April
26, 1997 were located, and the number of stores in each state:

<TABLE>
<CAPTION>
DRESS DRESS BARN COMBO
LOCATION BARN(1) WOMAN(2) STORES TOTAL
- ---------------------------------------------- ----- ---------- ----- -----
<S> <C> <C> <C> <C>
Alabama....................................... 4 1 2 7
Arizona....................................... 12 1 3 16
Arkansas...................................... 1 -- 2 3
California.................................... 26 5 13 44
Colorado...................................... 5 1 3 9
Connecticut................................... 13 2 12 27
District of Columbia.......................... -- -- 1 1
Delaware...................................... 3 -- 2 5
Florida....................................... 16 2 7 25
Georgia....................................... 19 3 6 28
Idaho......................................... 2 1 1 4
Illinois...................................... 16 -- 8 24
Indiana....................................... 12 1 2 15
Iowa.......................................... -- -- 1 1
Kansas........................................ 3 1 2 6
Kentucky...................................... 2 1 3 6
Louisiana..................................... 1 -- 2 3
Maine......................................... 3 1 -- 4
Maryland...................................... 11 2 7 20
Massachusetts................................. 26 3 11 40
Michigan...................................... 19 2 8 29
Minnesota..................................... 1 -- 2 3
Mississippi................................... 1 -- 2 3
Missouri...................................... 5 1 7 13
Nebraska...................................... 3 -- -- 3
Nevada........................................ 3 1 2 6
New Hampshire................................. 5 1 2 8
New Jersey.................................... 30 12 10 52
New York...................................... 40 9 17 66
North Carolina................................ 20 7 6 33
Ohio.......................................... 11 1 7 19
Oklahoma...................................... 2 -- -- 2
Oregon........................................ 2 2 -- 4
Pennsylvania.................................. 32 9 12 53
Rhode Island.................................. 1 -- -- 1
South Carolina................................ 16 1 2 19
Tennessee..................................... 9 3 5 17
Texas......................................... 17 3 8 28
Utah.......................................... 3 2 1 6
Vermont....................................... 1 -- -- 1
Virginia...................................... 26 6 3 35
Washington.................................... 3 1 4 8
West Virginia................................. -- -- 1 1
Wisconsin..................................... -- -- 4 4
--- --- --- ---
Total......................................... 425 86 191 702
=== === === ===
</TABLE>

- ------------------
(1) Includes 105 Westport Ltd. stores.
(2) Includes 23 Westport Woman stores.

23
<PAGE> 23

The Company leases all its stores. Most leases have formulas requiring the
payment of a percentage of sales as additional rent, generally when sales reach
specified levels. The Company's aggregate minimum rentals under operating leases
in effect at July 27, 1996, and excluding locations acquired after July 27,
1996, for Fiscal 1997 are approximately $49.4 million. In addition, the Company
is also responsible under its store leases for its pro rata share of maintenance
expenses and common charges in strip and outlet centers.

A substantial number of store leases give the Company the option to
terminate the lease at little or no cost if certain specified sales volumes are
not achieved. This affords the Company greater flexibility to close
underperforming stores. Usually these provisions are operative only during the
first few years of the lease.

The Company leases its executive offices and distribution facilities in
Suffern, New York. The Suffern facility has a total of 510,000 square feet, with
100,000 square feet of office space and the remainder for merchandise
distribution. This lease expires on April 30, 2007, with three five-year options
to extend the lease. Management believes the Suffern facility is sufficient to
meet its current needs and any foreseeable increase in the Company's store base
resulting from expansion or acquisition.

NEW STORE OPENINGS

In considering new markets for store openings, the Company typically
focuses on several criteria, such as concentration of the Company's target
customer base, the average household income in the surrounding area and the
location of the proposed store relative to competitive retailers. Within the
specific strip or outlet center, the Company evaluates the proposed co-tenants,
the traffic count of the existing center and the location of the store within
the center. The Company's real estate committee, which includes members of
senior management, must approve each new lease. The committee receives input
from field management. The Company estimates that more than 50% of new store
openings have traditionally been in markets where the Company already has a
presence, with the remainder being in new markets. Of the approximately 60
additional Combo Stores which the Company plans to open by the end of Fiscal
1998, 25 are expected to be new stores and 35 are expected to be conversions
from existing Dress Barn or Dress Barn Woman stores.

The Company's investment in new stores consists primarily of inventory, net
of vendor payables, leasehold improvements, fixtures and equipment. The typical
new Combo Store requires a total investment of approximately $220,000,
consisting of $60,000 of inventory, $110,000 related to leasehold improvements
and $50,000 of fixtures and equipment. The typical single unit Dress Barn or
Dress Barn Woman store requires a total investment of approximately $140,000,
consisting of $40,000 of inventory, $65,000 related to leasehold improvements
and $35,000 of fixtures and equipment. Dress Barn often receives tenant
improvement allowances from the landlords to offset these initial investments.
The Company's stores are typically profitable within the first 12 months of
operation.

STORE MANAGEMENT AND OPERATIONS

All stores are directly managed and operated by the Company. Each store is
staffed by a supervisor, who may be the store manager, and at least one sales
associate during non-peak hours, with additional sales associates added as
needed at peak hours. The supervisors and sales associates perform all store
operations, from receiving and processing merchandise and arranging it for
display, to assisting customers. Each store manager reports to a district sales
manager who, in turn, reports to a regional sales manager. Dress Barn employs 10
regional sales managers and 90 district sales managers. District sales managers
typically visit each store at least once a week to review merchandise levels and
presentation, staff training and personnel performance, expense control,
security, cleanliness and adherence to Company operating procedures. As of April
26, 1997, the Company employed approximately 6,100 people, 3,500 of whom were
employed on a part-time basis.

The Company motivates its sales associates through promotion from within,
creative incentive programs, competitive wages and the opportunity for bonuses.
Associates compete in a broad variety of Company-wide contests involving sales
goals and other measures of performance. The contests are designed to boost
store profitability, create a friendly competitive atmosphere among associates
and offer opportunities for additional compensation. Management believes that
Dress Barn's creative incentive programs provide an important tool

24
<PAGE> 24

for building cohesive and motivated sales teams. The Company has also
implemented comprehensive training programs at the store level in order to
ensure that the customer will receive friendly and helpful service, which
include (i) on-going video training, (ii) workbooks and manuals and (iii)
one-on-one training of sales associates by store managers.

For the 26-week period ended January 25, 1997, approximately 58% of the
Company's sales were paid for by credit card, with the remainder being by cash
or check. In February 1994, the Company introduced its own Dress Barn credit
card. Consistent with the other credit cards it accepts, the Company assumes no
credit risk with respect to its Dress Barn card but pays a percentage of sales
as a service charge. As of April 26, 1997, there were approximately 800,000
cardholders, whose purchases constituted approximately 15% of total sales during
the six months ended January 25, 1997. The average transaction on the Dress Barn
credit card during the current fiscal year through April 26, 1997 was
approximately 50% more than the average of all other transactions.

Virtually all of the Company's stores are open seven days a week. Stores
located in strip and outlet centers conform to the hours of other stores in the
center and are open most evenings, while downtown and free-standing stores are
usually open two nights per week.

STORE LAYOUT

The Company's stores are designed to create a comfortable and pleasant
shopping environment for its customers. Merchandise and displays at all of the
stores are set up according to uniform guidelines and plans distributed by the
Company. The Company's merchandise is carefully arranged by lifestyle category
(e.g., career, casual and weekend wear) for ease of shopping. The stores also
have private fitting rooms, drive aisles, appealing lighting, carpeting,
background music and centralized cashier desks. Strategically located throughout
the stores are "lifestyle" posters showing the customer complete outfits
coordinated from among the stores' fashion offerings.

ADVERTISING AND MARKETING

The Company mainly uses print advertising that emphasizes current fashion
apparel at value prices, as epitomized by Dress Barn's "fashion at a fraction"
slogan. The Company also uses direct mail programs, with six mailings during the
12 months ended January 25, 1997, each to approximately one million households
including its credit card holders. At the store level, the store supervisors
host local marketing programs, including fashion shows and in-store events
designed to create greater awareness of Dress Barn's merchandise. In addition,
the Company considers its credit card program to be a significant component in
the development of its targeted marketing efforts, enabling it to develop
segmented marketing programs.

MANAGEMENT INFORMATION SYSTEMS

In the past several years, the Company has made a significant investment in
technology to improve customer service, gain efficiencies and reduce operating
costs. Dress Barn has installed an IBM AS/400 management information system,
which integrates all major aspects of the Company's business, including sales,
distribution, purchasing, inventory control, merchandise planning and
replenishment, and financial systems. The Company is rolling out IBM 4694
point-of-sale systems with price look-up capabilities for both inventory and
sales transactions. These systems can accommodate substantial growth in
additional stores with minimal incremental investment. The Company has also
developed a laptop system that delivers up-to-date store-related information to
its regional sales managers.

The Company's merchandising system tracks merchandise from the inception of
the purchase order, through receipt at the distribution center, through the
distribution planning process, and ultimately to the point of sale. To monitor
the performance of various styles, management reviews sales and inventory levels
on-line, organized by department, class, vendor, style, color and store. The
system enables the Company to mark down slow-moving merchandise or efficiently
transfer it to stores selling such items more rapidly. Through sophisticated yet
inexpensive off-the-shelf systems, the Company analyzes historical hourly and
projected sales trends to efficiently schedule sales personnel, minimizing labor
costs while producing a higher

25
<PAGE> 25

level of customer service. The Company believes that such investments in
technology enhance operating efficiencies and position Dress Barn for future
growth.

COMPETITION

The women's retail apparel industry is highly competitive. The Company
competes primarily with department stores, off-price retailers, specialty
stores, discount stores and mass merchandisers, many of which have substantially
greater financial, marketing and other resources than the Company. Many
department stores offer a broader selection of merchandise than the Company. In
addition, many department stores have in the past been more promotional than
they are now and have reduced their selling prices, but the Company believes
this trend has stabilized. Also, certain of the Company's competitors and
vendors have opened outlet stores which offer off-price merchandise. The
Company's sales and results of operations may also be affected by close-outs and
going-out-of-business sales by other women's apparel retailers. Partially as a
result of such competition, apparel retailers have experienced price deflation
during the last several years. However, the Company believes that this trend has
begun to reverse in the past six months. The Company may face periods of strong
competition in the future which could have an adverse effect on its financial
results.

26
<PAGE> 26

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information with respect to the directors
and executive officers of the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
-------------------------------------------- --- -----------------------------------
<S> <C> <C>
Elliot S. Jaffe............................. 70 Chairman of the Board of Directors
and Chief Executive Officer
Burt Steinberg.............................. 51 President, Chief Operating Officer
and Director
David R. Jaffe.............................. 37 Executive Vice President
Armand Correia.............................. 51 Senior Vice President and Chief
Financial Officer
Roslyn S. Jaffe............................. 68 Secretary, Treasurer and Director
Eric Hawn................................... 46 Senior Vice President
Klaus Eppler................................ 67 Director
Mark S. Handler............................. 63 Director
Donald Jonas................................ 67 Director
Edward D. Solomon........................... 65 Director
</TABLE>

Elliot S. Jaffe, Chairman of the Board and founder of the Company, has been
Chief Executive Officer since 1966. Mr. Jaffe also serves as a Director of the
National Retail Federation.

Burt Steinberg joined the Company in 1982, and has directed the Company's
merchandise activities since that time. Mr. Steinberg became Senior Vice
President in 1987 and President and Chief Operating Officer in 1989. Prior to
joining the Company, Mr. Steinberg was Executive Vice President of Merchandise
at Brooks Fashion Stores and was a Merchandise Manager with Abraham and Strauss,
a division of Federated Department Stores.

David R. Jaffe joined the Company in 1992 as Vice President of Business
Development, was named Senior Vice President of the Company in 1995 and
Executive Vice President in August 1996. Prior to joining the Company, Mr. Jaffe
was a General Partner of Chemical Venture Partners. Mr. Jaffe is the son of
Elliot S. and Roslyn S. Jaffe.

Armand Correia joined the Company in 1991 as Senior Vice President and
Chief Financial Officer. Prior to joining the Company, Mr. Correia was Senior
Vice President and Chief Financial Officer of both Hit or Miss, Inc. and
Chadwick's of Boston, Ltd., Inc., former divisions of TJX Companies, Inc., as
well as a Vice President of TJX Companies, Inc.

Roslyn S. Jaffe has been the Company's Secretary since 1966, Treasurer
since 1983 and a Director since 1966. Roslyn S. Jaffe is the spouse of Elliot S.
Jaffe.

Eric Hawn joined the Company in 1986 as Vice President -- Stores and became
Senior Vice President -- Stores in 1989. Prior to joining the Company, Mr. Hawn
was a Senior Vice President of Brooks Fashion Stores and was with The Limited,
Inc. for several years in various store management positions.

Klaus Eppler was elected a Director of the Company in 1993. Since 1965, Mr.
Eppler has been a partner in the law firm of Proskauer Rose Goetz & Mendelsohn
LLP, general counsel for the Company. He is also a director of Bed Bath & Beyond
Inc. and Inovision Corporation.

Mark S. Handler was elected a Director of the Company in 1996. Mr. Handler
was Co-Chairman and Co-Chief Executive Officer of R.H. Macy's, Inc. until 1993.
Previously, he was President and Chief Operating Officer of R.H. Macy's, Inc.

Donald Jonas was elected a Director of the Company in 1989. Mr. Jonas is
Chairman of the Board and Chief Executive Officer of Lechters, Inc., a retailer
of houseware products.

Edward D. Solomon was elected a Director of the Company in 1990. Mr.
Solomon is President of Edward D. Solomon & Co., which provides consulting
services primarily to the retailing industry. Until 1993, he was Chief Executive
Officer of Shoe-Town, Inc.

27
<PAGE> 27

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information with respect to
beneficial ownership of the Common Stock as of May 1, 1997, and as adjusted to
reflect the sale of the Common Stock offered hereby, by: (i) the Selling
Shareholders; (ii) each person known by the Company to be the beneficial owner
of more than 5% of the Common Stock; (iii) each of the Company's directors; (iv)
each of the Company's other executive officers; and (v) the Company's directors
and executive officers as a group:

<TABLE>
<CAPTION>
SHARES OF COMMON SHARES OF COMMON
STOCK BENEFICIALLY SHARES STOCK BENEFICIALLY
OWNED BEFORE SALE TO BE OWNED AFTER SALE
UNDER THIS PROSPECTUS SOLD UNDER THIS PROSPECTUS
----------------------- --------- ------------------------
NAME OF SHAREHOLDER NUMBER PERCENTAGE NUMBER NUMBER PERCENTAGE
- ------------------------------------- --------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
DIRECTORS, EXECUTIVE OFFICERS AND
SELLING SHAREHOLDERS:
The Jaffe Family Foundation.......... 1,369,310 5.9% 1,000,000(1) 369,310 1.6%
Jaffe Family, L.P.................... 4,655,330 20.0 1,000,000 3,655,330 15.7
Elliot S. Jaffe(2)................... 6,280,476 27.0 -- 4,280,476 18.4
Roslyn S. Jaffe(3)................... 1,610,124 6.9 -- 610,124 2.6
Burt Steinberg(4).................... 468,615 2.0 -- 468,615 2.0
David R. Jaffe(5).................... 34,000 * -- 34,000 *
Armand Correia(6).................... 30,511 * -- 30,511 *
Eric Hawn(7)......................... 18,000 * -- 18,000 *
Edward D. Solomon.................... 1,000 * -- 1,000 *
Klaus Eppler......................... 300 * -- 300 *
Mark S. Handler...................... 250 * -- 250 *
Donald Jonas......................... 100 * -- 100 *
All Directors and Executive Officers 7,074,066 30.4 -- 5,074,066 21.8
as a group (consisting of 10
persons)(8)........................
* Represents less than 1% of class

OTHER BENEFICIAL OWNERS:
Charles M. Royce(9).................. 1,411,050 6.1 -- 1,411,050 6.1
Quest Advisory Corp.
1414 Avenue of the Americas
New York, NY 10019
Jeffrey N. Vinik(10)................. 1,266,800 5.4 -- 1,266,800 5.4
Vinik Partners, L.P.
260 Franklin Street
Boston, MA 02110
Michael S. Gordon(10)................ 1,266,800 5.4 -- 1,266,800 5.4
Vinik Partners, L.P.
260 Franklin Street
Boston, MA 02110
Mark D. Hostetter(10)................ 1,266,800 5.4 -- 1,266,800 5.4
Vinik Partners, L.P.
260 Franklin Street
Boston, MA 02110
</TABLE>

- ---------------

(1) Does not include 300,000 shares that the Underwriters have the option to
purchase to cover over-allotments, if any.

(2) Includes 173,336 shares owned directly by Elliot S. Jaffe, 6,024,640 shares
(25.9%) owned by the Selling Shareholders and 82,500 shares covered by
options that are exercisable within 60 days of May 1, 1997. Elliot S. Jaffe
and Roslyn S. Jaffe share voting and investing power with respect to the
shares owned by The Jaffe Family Foundation, a New York not-for-profit
corporation (the "Foundation"), and under the rules of the Commission are
deemed to be the beneficial owners of such shares. Both

28
<PAGE> 28

Elliot S. Jaffe and Roslyn S. Jaffe disclaim beneficial ownership of the
shares owned by the Foundation. Elliot S. Jaffe has voting and investment
power with respect to the shares owned by the Jaffe Family, L.P., a
Connecticut limited partnership (the "Partnership"), and under the rules of
the Commission is deemed to be the beneficial owner of such shares. His
business address is 30 Dunnigan Drive, Suffern, New York 10901.

(3) Includes 240,814 shares (1.0%) owned directly by Roslyn S. Jaffe and
1,369,310 shares (5.9%) owned by the Foundation. See Footnote (1) above.

(4) Includes 185,615 shares owned directly by Mr. Steinberg and 283,000 shares
covered by options that are exercisable within 60 days of May 1, 1997.

(5) Includes 10,000 shares owned directly by Mr. Jaffe and 24,000 shares
covered by options that are exercisable within 60 days of May 1, 1997.

(6) Includes 6,000 shares owned directly by Mr. Correia and 24,511 shares
covered by options that are exercisable within 60 days of May 1, 1997.

(7) Includes 10,000 shares owned directly by Mr. Hawn and 8,000 shares covered
by options that are exercisable within 60 days of May 1, 1997.

(8) Includes shares owned by the Partnership and the Foundation as well as
422,011 shares covered by options held by the executive officers that are
exercisable within 60 days of May 1, 1997.

(9) Information regarding Mr. Charles M. Royce, Quest Advisory Corp. ("Quest")
and Quest Management Corp. ("QMC") was obtained solely from a Schedule 13G
dated February 7, 1997, filed by Mr. Royce, Quest and QMC with the SEC, a
copy of which was sent to the Company. Such Schedule 13G states that Quest
has the sole power to vote and dispose of 1,337,650 shares, that QMC has
the sole power to vote and dispose of 73,400 shares, that Mr. Royce may be
deemed to be a controlling person of Quest and QMC and as such may be
deemed to beneficially own the shares owned by Quest and QMC, and that Mr.
Royce does not own any shares outside of Quest and QMC and disclaims
beneficial ownership of the shares held by Quest and QMC.

(10) Information regarding Mr. Jeffrey N. Vinik, Mr. Michael S. Gordon and Mr.
Mark D. Hostetter was obtained solely from a Schedule 13D dated March 12,
1997, filed by VGH Partners, L.L.C., Vinik Partners, L.P., Vinik Asset
Management, L.P., Jeffrey N. Vinik, Michael S. Gordon, Mark D. Hostetter
and Vinik Asset Management, L.L.C. Such 13D states that VGH Partners,
L.L.C. and Vinik Partners, L.P. have the shared power to vote and dispose
of 527,600 shares, that Vinik Asset Management, L.P. and Vinik Asset
Management, L.L.C. have the shared power to vote and dispose of 739,200
shares, and Jeffrey N. Vinik, Michael S. Gordon and Mark D. Hostetter have
the shared power to vote and dispose of 1,266,800 shares.

29
<PAGE> 29

UNDERWRITING

The underwriters named below (the "Underwriters"), for whom Bear, Stearns &
Co. Inc. and Robertson, Stephens & Company LLC are acting as representatives
(the "Representatives"), have severally agreed, subject to the terms and
conditions of an Underwriting Agreement (the "Underwriting Agreement"), a form
of which has been filed as an exhibit to the Registration Statement of which
this Prospectus is a part, to purchase from the Selling Shareholders the number
of Shares set forth opposite their respective names below:

<TABLE>
<CAPTION>
NUMBER OF
NAME OF UNDERWRITERS SHARES
------------------------------------------------------------------ ---------
<S> <C>
Bear, Stearns & Co. Inc. ......................................... 1,183,000
Robertson, Stephens & Company LLC ................................ 507,000
Donaldson, Lufkin & Jenrette Securities Corporation............... 75,000
Smith Barney Inc. ................................................ 75,000
J.C. Bradford & Co. .............................................. 40,000
Janney Montgomery Scott Inc. ..................................... 40,000
Ragen Mackenzie Incorporated...................................... 40,000
Rauscher Pierce Refsnes, Inc. .................................... 40,000
---------
Total................................................... 2,000,000
=========
</TABLE>

The nature of the obligations of the Underwriters is such that all of the
Shares must be purchased if any are purchased. Those obligations are subject,
however, to various conditions, including the approval of certain matters by
counsel. The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act and, if such indemnification is unavailable, to contribute to
payments that the Underwriters may be required to make in respect of such
liabilities.

The Company has been advised that the Underwriters propose to offer the
Shares initially at the public offering price set forth on the cover page of
this Prospectus and to certain dealers at such price less a concession not to
exceed $0.465 per share; that the Underwriters may allow, and such dealers may
reallow, a concession to certain other dealers not to exceed $0.10 per share;
and that after the commencement of the Offering, the public offering price and
the concessions may be changed.

The Jaffe Family Foundation, one of the Selling Shareholders, has granted
the Underwriters an option to purchase up to 300,000 additional shares of Common
Stock solely to cover over-allotments, if any. The option may be exercised in
whole or in part at any time and from time to time within 30 days after the date
of this Prospectus. To the extent such option is exercised, the Underwriters
will be severally committed, subject to certain conditions, to purchase the
additional shares in proportion to their respective purchase commitments as
indicated in the preceding table.

The Company, the Selling Shareholders and certain other shareholders of the
Company have agreed that, for a period of 90 days after the date of this
Prospectus, they will not, without the prior written consent of Bear, Stearns &
Co. Inc., sell, offer to sell or otherwise dispose of any shares, or any
securities convertible into or exchangeable or exercisable for any shares of
Common Stock, other than the sale of the Shares offered hereby and the issuance
of options and shares of Common Stock upon exercise of options pursuant to the
Company's existing stock option plans.

In order to facilitate the Offering, certain persons participating in the
Offering may engage in transactions that stabilize, maintain, or otherwise
affect the price of the Common Stock during and after the Offering.
Specifically, the Underwriters may over-allot or otherwise create a short
position in the Common Stock for their own account by selling more shares of
Common Stock than have been sold to them by the Selling Shareholders. The
Underwriters may elect to cover any such short position by purchasing shares of
Common Stock in the open market or by exercising the over-allotment option
granted to the Underwriters. In addition, such persons may stabilize or maintain
the price of the Common Stock by bidding for or purchasing shares of Common
Stock in the open market and may impose penalty bids, under which selling
concessions allowed to

30
<PAGE> 30

syndicate members or other broker-dealers participating in the Offering are
reclaimed if shares of Common Stock previously distributed in the Offering are
repurchased in connection with stabilization transactions or otherwise. The
effect of these transactions may be to stabilize or maintain the market price of
the Common Stock at a level above that which might otherwise prevail in the open
market. The imposition of a penalty bid may also affect the price of the Common
Stock to the extent that it discourages resales thereof. No representation is
made as to the magnitude or effect of any such stabilization or other
transactions. Such transactions may be effected on the Nasdaq National Market or
otherwise and, if commenced, may be discontinued at any time.

In addition, certain persons participating in this Offering may also engage
in passive market making transactions in the Common Stock on the Nasdaq National
Market. Passive market making consists of displaying bids on the Nasdaq National
Market limited by the prices of independent market makers and effecting
purchases limited by such prices and in response to order flow. Rule 103 of
Regulation M promulgated by the Commission limits the amount of net purchases
that each passive market maker may make and the displayed size of each bid.
Passive market making may stabilize the market price of the Common Stock at a
level above that which might otherwise prevail in the open market and, if
commenced, may be discontinued at any time.

The Company has engaged Peter J. Solomon Securities Company Limited
("PJSS") to provide advisory services to the Company. In connection with the
Offering, the Representatives have agreed to pay PJSS a fee and expenses of
$162,500 and the Company has agreed to pay PJSS a fee and expenses of $62,500.

LEGAL MATTERS

The validity of the Shares has been passed upon for the Company by
Proskauer Rose Goetz & Mendelsohn LLP, New York, New York. Klaus Eppler, Esq., a
partner of Proskauer Rose Goetz & Mendelsohn LLP, is a Director of the Company.
Certain legal matters relating to the Offering will be passed upon for the
Underwriters by Latham & Watkins, New York, New York.

EXPERTS

The financial statements incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended July 27, 1996 have
been audited by Deloitte & Touche LLP, independent public accountants, as stated
in their report, which is incorporated herein by reference, and has been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

31
<PAGE> 31

======================================================

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED BY THE COMPANY
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY,
THE SELLING SHAREHOLDERS OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL, OR
A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING THE
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER NO CIRCUMSTANCES SHALL THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER CREATE ANY IMPLICATION
THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Available Information................. 3
Information Incorporated by
Reference........................... 3
Prospectus Summary.................... 4
Risk Factors.......................... 9
Use of Proceeds....................... 12
Capitalization........................ 12
Selected Consolidated Financial
Data................................ 13
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 14
Business.............................. 18
Management............................ 27
Principal and Selling Shareholders.... 28
Underwriting.......................... 30
Legal Matters......................... 31
Experts............................... 31
</TABLE>

======================================================

2,000,000 SHARES

[DRESS BARN LOGO]

COMMON STOCK

--------------------
PROSPECTUS
--------------------

BEAR, STEARNS & CO. INC.

ROBERTSON, STEPHENS & COMPANY

MAY 14, 1997

======================================================