DRESS BARN INC
SC 13G, 1999-02-12
WOMEN'S CLOTHING STORES
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CUSIP NO.  261570105            13G                PAGE 1 OF 6


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. )


                              The Dress Barn, Inc.
                                (Name of Issuer)


                           Common Stock par value $.05
                         (Title of Class of Securities)

                                   261570105
                                 (CUSIP Number)



*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be filed for the  purposes of Section 18 of the  Securities  Exchange  Act of
1934 (Act) or otherwise  subject to the  liabilities  of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

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CUSIP NO.  261570105            13G                PAGE 2 OF 6
    


1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIIFCATION NO. OF ABOVE PERSON

                  Elliot S. Jaffe           ###-##-####

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

             (a)
             (b)

3.       SEC USE ONLY


4.       CITZENSHIP OR PLACE OF ORGANIZATION

                  United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

     5.       SOLE VOTING POWER

                           3,828,666

     6.       SHARED VOTING POWER

                           69,310

     7.       SOLE DISPOSITIVE POWER

                           3,838,666

     8.       SHARED DISPOSITIVE POWER

                           69,310

     9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                           3,897,976

10.       CHECK IF THE AGGREGAGE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                           (See Item 4)

11.      PERCENT OF CLASS REPRESENTED IN AMOUNT IN ROW 9

                           (See Item 4)

12.      TYPE OF REPORTING PERSON

                           IN

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CUSIP NO.  261570105            13G                PAGE 3 OF 6



Item 1(a).                 Name of Issuer:

                           The Dress Barn, Inc.

Item 1(b).                 Address of Issuer's Principal Executive Offices:

                           30 Dunnigan Drive
                           Suffern, New York  10901

Item 2(a).                 Name of Person Filing:

                           Elliot S. Jaffe

Item 2(b).                 Address of Principal Business Office:

                           30 Dunnigan Drive
                           Suffern, New York  10901

Item 2(c).                 Citizenship:

                           United States

Item 2(d).                 Title of Class of Securities:

                           Common Stock, par value $.05 per share.

Item 2(e).                 CUSIP Number:
                           261570105

Item 3.                    Not applicable


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CUSIP NO.  261570105            13G                PAGE 4 OF 6



Item 4.                    Ownership

                           (a).  Amount Beneficially Owned as of
                                 January 23, 1999:

                                 3,897,976  (1) (2)

                           (b).  Percent of Class as of January 23, 1999:

                                 (1) (2)

                           (c).  Number of shares at to which such person
                                 has as of January 23, 1999:

                                    (i)   sole power to vote or to direct the
                                          vote: 3,828,666 (1)

                                    (ii)  shared power to vote of to direct the
                                          vote: 69,310  (2)

                                   (iii)  sole power to dispose or to direct the
                                          disposition of:  3,828,666 (1)

                                    (iv)  shared power to dispose or to direct 
                                          the disposition of:  69,310 (2)



- ------------------------------
     (1) Includes  173,336  shares (0.79%) owned directly by Elliot S. Jaffe and
3,655,330  shares  (16.7%)  owned by The Jaffe  Family  Limited  Partnership,  a
Connecticut  limited partnership (the  "Partnership").  Elliot S. Jaffe has sole
power to vote and dispose of the shares owned by the Partnership.

     (2) Includes 69,310 shares (0.032%) owned by The Jaffe Family Foundation, a
New York not-for-profit  corporation (the "Foundation").  Elliot S. Jaffe shares
the power to vote and dispose of the shares owned by the  Foundation.  Elliot S.
Jaffe disclaims beneficial ownership of the shares owned by the Foundation.



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CUSIP NO.  261570105            13G                PAGE 5 OF 6



Item 5.                    Ownership of Five Percent or Less of Class:

                           Not Applicable.

Item 6.                    Ownership of More than Five Percent on Behalf of
                           Another Person:

                           The  Partnership  owns  3,655,330  shares  (16.7%) of
                           common  stock of The Dress Barn,  Inc.  (See Item 4).
                           The partnership agreement of the Partnership provides
                           that  all  income,  gains  and  distributions  of the
                           Partnership  (which could  include  dividends and the
                           proceeds  from  the  sale  of  such  shares)  must be
                           allocated  among the partners of the  Partnership pro
                           rata in accordance with their ownership  interests in
                           the Partnership.  Elliot S. Jaffe is trustee of three
                           trusts,  one for the benefit of Elise Jaffe,  one for
                           the benefit of David Jaffe and one for the benefit of
                           Richard  Jaffe.  The  Foundation  owns 69,310  shares
                           (0.032%)  of the  shares of the  common  stock of The
                           Dress Barn, Inc. (See Item 4.) Elliot S. Jaffe shares
                           the power to direct the receipt of dividends from the
                           proceeds  from the sale of such  shares.  In terms of
                           the right to receive  dividends  from or the proceeds
                           from  the sale of such  shares,  the  purpose  of the
                           Foundation is to make charitable contributions.

Item 7.                    Identification and Classification of the Subsidiary
                           Which Acquired the Security Being Reported on By the
                           Parent Holding Company:

                           Not Applicable.

Item 8.                    Identification and Classification of Members of the
                           Group:

                           Not Applicable.


<PAGE>

CUSIP NO.  261570105            13G                PAGE 6 OF 6




Item 9.                    Notice of Dissolution of Group:

                           Not Applicable.

Item 10.                   Certification:

                           Not Applicable.

                           Signature.

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the  information  set forth in this statement is true,  correct and
complete.

Date:  January 23, 1999



BY :/s/ELLIOT S. JAFFE
    Elliot S. Jaffe




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