As filed with the Securities and Exchange Commission on December 17, 1996

                                Registration No.



                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

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


                                      FORM S-8

                               REGISTRATION STATEMENT

                                        UNDER
                             THE SECURITIES ACT OF 1933

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



                                THE DRESS BARN, INC.
               (Exact name of registrant as specified in its charter)

       Connecticut                                         06-0812960

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

(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                     Identification No.)

                     30 Dunnigan Drive, Suffern, New York 10901

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

                (Address of Principal Executive Offices) (Zip Code)

                                THE DRESS BARN, INC.
                               1995 STOCK OPTION PLAN

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

                              (Full title of the plan)

                                Mr. Elliot S. Jaffe
                                The Dress Barn, Inc.

                     30 Dunnigan Drive, Suffern, New York 10901

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

                      (Name and address of agent for service)

                                   (914) 369-4500

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

           (Telephone number, including area code, of agent for service)

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




<PAGE>


                           CALCULATION OF REGISTRATION FEE

===============================================================================
<TABLE>
<CAPTION>
                                       Proposed maximum   Proposed maximum      Amount of
Title of securities   Amount to be     offering price     aggregate offering    registration
to be registered      registered(1)    per share (2)      price (2)             fee
<S>                   <C>              <C>                <C>                   <C>  
Common Stock,          2,000,000
par value $.05          shares         $14.6875           $29,375,000           $8,901.52
</TABLE>
===============================================================================

(1)Represents the maximum  number of additional  shares of Common Stock that may
   be acquired  under The Dress Barn,  Inc. 1995 Stock Option Plan.  Pursuant to
   Rule 416  promulgated  under the  Securities  Act of 1933,  as  amended  (the
   "Securities Act"), this Registration Statement also registers such additional
   shares of Common  Stock as may be  offered  or  issued  to  prevent  dilution
   resulting from stock splits, stock dividends or similar transactions.

(2)Computed pursuant to Rule 457(h)  promulgated under the Securities Act and is
   the product of  multiplying  the 2,000,000  shares as to which options may be
   granted in the future by $14.6875,  the average of the high and low prices of
   shares of Common  Stock  reported  on the NASDAQ  National  Market  System on
   December  12, 1996.  The price stated is estimated  solely for the purpose of
   calculating the Registration Fee.


<PAGE>



                                    PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

      The Section 10(a)  prospectus  for The Dress Barn,  Inc. 1995 Stock Option
Plan is not  being  filed  with the  Securities  and  Exchange  Commission  (the
"Commission") as part of this Registration Statement.


<PAGE>



                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The documents  listed in (a) through (d) below are hereby  incorporated by
reference in this Registration Statement:

     (b) Quarterly  Report on Form 10-Q of The Dress Barn,  Inc. for the quarter
ended October 26, 1996;

     (c) The  description  of the  registrant's  Common  Stock  contained in the
registrant's  Registration  Statement  on Form 8-A  (Registration  No.  0-11736)
including  any  amendments  or reports  filed for the purpose of  updating  such
description.

      All documents  subsequently  filed by the registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates that all shares of Common Stock offered hereby have been sold or which
deregisters  all shares of Common Stock offered  hereby then  remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Certain  legal  matters  relating to the  issuance of the shares of Common
Stock offered  hereby have been passed upon by Proskauer Rose Goetz & Mendelsohn
LLP, 1585 Broadway,  New York, New York  10036-8299.  Klaus Eppler,  a member of
Proskauer Rose Goetz & Mendelsohn LLP, is a director of the registrant.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The registrant's  amended and restated  Certificate of  Incorporation  (the
"Charter")  provides that the registrant shall indemnify,  to the fullest extent
permitted  by Section  33-320a of the  Connecticut  Stock  Corporation  Act (the
"Connecticut Act"), any director, officer or shareholder of the registrant. Such
Section generally provides that, subject to certain exceptions and conditions, a
Connecticut corporation shall indemnify its directors, officers and shareholders
against  liability  with  respect  to  certain  specified   actions,   suits  or
proceedings,  if such persons are  successful  on the merits in  defending  such
actions,  suits or  proceedings,  or acted in good  faith  and in a manner  they
reasonably believed to be in the best interest of the corporation, or if a court
determines such persons are fairly and reasonably entitled to be indemnified.

      The Charter  also  provides,  as  permitted  by Section  33-290(c)  of the
Connecticut Act, that no person who is or was a director of the registrant shall
be personally  liable to the registrant or its shareholders for monetary damages
for breach of duty as a director  in an amount  that  exceeds  the  compensation
received  by the  director  for serving  the  registrant  during the year of the
violation, subject to certain exceptions.

      The registrant also maintains directors' and officers' liability insurance
insuring, with certain exceptions and conditions, the registrant's directors and
officers in their  capacity as such  against  liability  with respect to certain
specified proceedings.

      The  Connecticut   legislature   has  enacted  the  Connecticut   Business
Corporation Act (the "CBCA").  The CBCA becomes effective on January 1, 1997 and
will replace the  Connecticut  Stock  Corporation  Act.  Under the new CBCA, the
extent to which  indemnification  is permitted  will be similar to existing law,
although  it allows  broader  indemnification  for  non-director  officers to an
extent  consistent with public policy.  Indemnification  is no longer  mandatory
(except in certain narrow  circumstances).  Instead,  the CBCA sets the limit of
indemnification   allowed  under  certain  circumstances,   and  prescribes  the
procedure  under  which   corporations   are  to  make   determinations   as  to
indemnification.  Corporations in existence  before January 1, 1997, such as the
registrant,  are subject to a grandfather  clause under which they still have to
provide the maximum indemnification  allowable under the CBCA, unless amendments
to their charters provide  otherwise.  The CBCA also authorizes  corporations to
provide insurance  coverage even against liability for which  indemnification is
not allowed.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act  may  be  permitted  to  directors,  officers  or  persons  controlling  the
registrant  pursuant  to the  foregoing  provisions,  the  registrant  has  been
informed that in the opinion of the Commission such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                      3


<PAGE>



ITEM 8.  EXHIBITS.

      Exhibit

      Number    Description

 4.1     Amended and Restated Certificate of Incorporation, as amended 
         (incorporated by reference to Exhibit 3(c) to the registrant's 
         Registration Statement on Form S-1,Registration No. 2-82916)

 4.2     Amended and Restated By-Laws, as amended (incorporated by reference to
         Exhibit 3(e) to the registrant's Registration Statement on From S-1,
         Registration No. 2-82916)

 4.3     Amendments to Amended and Restated  Certificate of Incorporation
         (incorporated by reference to the registrant's  Annual Report on
         Form 10-K for the fiscal year ended July 30, 1988)

 4.4     Amendments  to Amended and  Restated  By-Laws  (incorporated  by
         reference to the registrant's Annual Report on Form 10-K for the
         fiscal year ended July 30, 1988)

 4.5     Amendments  to Amended and  Restated  By-Laws  (incorporated  by
         reference to the registrant's Annual Report on Form 10-K for the
         fiscal year ended July 28, 1990)

 5.1     Opinion of Proskauer Rose Goetz & Mendelsohn LLP

23.1     Consent of Proskauer Rose Goetz & Mendelsohn LLP - 
         included in Exhibit 5.1

23.2     Consent of Deloitte & Touche LLP

24       Power of Attorney - included on signature page

ITEM 9.  UNDERTAKINGS.

Post-effective Amendments.

                The undersigned registrant hereby undertakes:

      1. To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)      To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;  and (iii) To include any  material  information  with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement;

      Provided,  however, that paragraphs (i) and (ii) above do not apply if the
Registration Statement is on Form S-3 or S-8, and the information required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

      2. That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

      3. To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

Subsequent Exchange Act Documents.

      The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Request  for  Acceleration  of  Effective  Date or Filing  of  Registration
Statement on Form S-8.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      5
                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Village of Suffern, State of New York, on December __, 1996.

                                          THE DRESS BARN, INC.

                                          By:
                                        Elliot S. Jaffe, Chairman of the Board

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints  Elliot S. Jaffe and Armand Correia and each of
them,   acting  singly  his  or  her   attorney-in-fact,   with  full  power  of
substitution,  for him or her in all capacities,  to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file  the  same,  with  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all that said  attorneys-in-fact,  or their  substitutes,  may do or
cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

     Signature                     Title                                  Date

/s/ ELLIOT S. JAFFE
Elliot S. Jaffe              Chairman of the Board and                  12/17/96
                             Chief Executive Officer
                             (Principal Executive Officer)

/s/ ARMAND CORREIA
Armand Correia               Chief Financial Officer (Principal         12/17/96
                             Financial and Accounting Officer)

/s/ ROSLYN S. JAFFE
Roslyn S. Jaffe              Director and Secretary and Treasurer       12/17/96

/s/ BURT STEINBERG
Burt Steinberg               Director and President                     12/17/96
                             and Chief Operating Officer

/s/ KLAUS EPPLER
Klaus Eppler                 Director                                   12/17/96

/s/ DONALD JONAS
Donald Jonas                 Director                                   12/17/96

/s/ MARK S. HANDLER
Mark S. Handler              Director                                   12/17/96

/s/ EDWARD D. SOLOMON
Edward D. Solomon            Director                                   12/17/96


<PAGE>



                                 EXHIBIT INDEX

   Exhibit Numbers      ---------------------------------
--------------------                Description

         4.1            Amended and Restated Certificate of
                        Incorporation - incorporated by reference
                        to Exhibit 3(c) to the registrant's
                        Registration Statement on Form S-1
                        (Registration No. 2-82916)

         4.2            Amended and Restated By-Laws -
                        incorporated by reference to Exhibit 3(e)
                        to the registrant's Registration Statement
                        on Form S-1 (Registration No. 2-82916)

         4.3            Amendments to Amended and Restated
                        Certificate of Incorporation - incorporated
                        by reference to the registrant's Annual
                        Report on Form 10-K for the fiscal year
                        ended July 30, 1988

         4.4            Amendments to Amended and Restated
                        By-Laws - incorporated by reference to
                        the registrant's Annual Report on Form
                        10-K for the fiscal year ended July 30,
                        1988

         4.5            Amendments to Amended and Restated
                        By-Laws - incorporated by reference to
                        the registrant's Annual Report on Form
                        10-K for the fiscal year ended July 28,
                        1990

         5.1            Opinion of Proskauer Rose Goetz &
                        Mendelsohn LLP

         23.1           Consent of Proskauer Rose Goetz &
                        Mendelsohn LLP - included in Exhibit 5.1

         23.2           Consent of Deloitte & Touche LLP

          24            Power of Attorney - included on signature
                        page


<PAGE>






                                                                  Exhibit 5.1

                                 December 16, 1996

The Dress Barn, Inc.
30 Dunnigan Drive
Suffern, New York 10901

Ladies and Gentlemen:

      You have  requested  our  opinion  in  connection  with  the  registration
statement on Form S-8 (the "Registration Statement") being filed by you with the
Securities  and Exchange  Commission  for the purpose of  registering  under the
Securities Act of 1933, as amended (the "Act"),  2,000,000 shares of your common
stock, par value $.05 (the "Shares"),  to be offered pursuant to The Dress Barn,
Inc.

1995 Stock Option Plan (the "Plan").

     On the basis of such  investigation as we have deemed necessary,  we are of
the opinion  that the Shares  will be, when issued upon due  exercise of options
granted under the Plan in accordance  with the provisions of the Plan (including
payment  of the  option  exercise  price), legally  issued,  fully  paid  and
non-assessable.

     We hereby  notify  you that  Klaus  Eppler,  a member  of our  firm,  is a
director of the Dress Barn, Inc.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement.  In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and  regulations of the Securities and Exchange  Commission
thereunder.

                               Very truly yours,

                              PROSKAUER ROSE GOETZ & MENDELSOHN LLP


<PAGE>


                                                   Exhibit 23.2


     INDEPENDENT AUDITORS' CONSENT




     We consent to the incorporation by reference in this Registration Statement
of The Dress Barn Inc. 1995 Stock Option Plan on Form S-8 of our report, dated
September 20, 1996, appearing in the Annual Report on Form 10-K of The Dress
Barn Inc. for the year ended July 27, 1996.




Deloitte & Touche LLP
Stamford, Connecticut
December 18, 1996


<PAGE>
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As filed with the Securities and Exchange Commission on December 17, 1996

                                Registration No.

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

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

                                      FORM S-8

                               REGISTRATION STATEMENT

                                        UNDER
                             THE SECURITIES ACT OF 1933

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

                                THE DRESS BARN, INC.
               (Exact name of registrant as specified in its charter)

       Connecticut                                         06-0812960

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

(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                     Identification No.)

                     30 Dunnigan Drive, Suffern, New York 10901

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

                (Address of Principal Executive Offices) (Zip Code)

                                THE DRESS BARN, INC.
                               1995 STOCK OPTION PLAN

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

                              (Full title of the plan)

                                Mr. Elliot S. Jaffe
                                The Dress Barn, Inc.

                     30 Dunnigan Drive, Suffern, New York 10901

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

                      (Name and address of agent for service)

                                   (914) 369-4500

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

           (Telephone number, including area code, of agent for service)

-------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE

===============================================================================
Proposed maximum   Proposed maximum      Amount of
Title of securities   Amount to be     offering price     aggregate offering    registration
to be registered      registered(1)    per share (2)      price (2)             fee
Common Stock,          2,000,000
par value $.05          shares         $14.6875           $29,375,000           $8,901.52
===============================================================================

(1)Represents the maximum  number of additional  shares of Common Stock that may
   be acquired  under The Dress Barn,  Inc. 1995 Stock Option Plan.  Pursuant to
   Rule 416  promulgated  under the  Securities  Act of 1933,  as  amended  (the
   "Securities Act"), this Registration Statement also registers such additional
   shares of Common  Stock as may be  offered  or  issued  to  prevent  dilution
   resulting from stock splits, stock dividends or similar transactions.

(2)Computed pursuant to Rule 457(h)  promulgated under the Securities Act and is
   the product of  multiplying  the 2,000,000  shares as to which options may be
   granted in the future by $14.6875,  the average of the high and low prices of
   shares of Common  Stock  reported  on the NASDAQ  National  Market  System on
   December  12, 1996.  The price stated is estimated  solely for the purpose of
   calculating the Registration Fee.
PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

      The Section 10(a)  prospectus  for The Dress Barn,  Inc. 1995 Stock Option
Plan is not  being  filed  with the  Securities  and  Exchange  Commission  (the
"Commission") as part of this Registration Statement.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The documents  listed in (a) through (d) below are hereby  incorporated by
reference in this Registration Statement:

     (b) Quarterly  Report on Form 10-Q of The Dress Barn,  Inc. for the quarter
ended October 26, 1996;

     (c) The  description  of the  registrant's  Common  Stock  contained in the
registrant's  Registration  Statement  on Form 8-A  (Registration  No.  0-11736)
including  any  amendments  or reports  filed for the purpose of  updating  such
description.

      All documents  subsequently  filed by the registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates that all shares of Common Stock offered hereby have been sold or which
deregisters  all shares of Common Stock offered  hereby then  remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Certain  legal  matters  relating to the  issuance of the shares of Common
Stock offered  hereby have been passed upon by Proskauer Rose Goetz & Mendelsohn
LLP, 1585 Broadway,  New York, New York  10036-8299.  Klaus Eppler,  a member of
Proskauer Rose Goetz & Mendelsohn LLP, is a director of the registrant.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The registrant's  amended and restated  Certificate of  Incorporation  (the
"Charter")  provides that the registrant shall indemnify,  to the fullest extent
permitted  by Section  33-320a of the  Connecticut  Stock  Corporation  Act (the
"Connecticut Act"), any director, officer or shareholder of the registrant. Such
Section generally provides that, subject to certain exceptions and conditions, a
Connecticut corporation shall indemnify its directors, officers and shareholders
against  liability  with  respect  to  certain  specified   actions,   suits  or
proceedings,  if such persons are  successful  on the merits in  defending  such
actions,  suits or  proceedings,  or acted in good  faith  and in a manner  they
reasonably believed to be in the best interest of the corporation, or if a court
determines such persons are fairly and reasonably entitled to be indemnified.

      The Charter  also  provides,  as  permitted  by Section  33-290(c)  of the
Connecticut Act, that no person who is or was a director of the registrant shall
be personally  liable to the registrant or its shareholders for monetary damages
for breach of duty as a director  in an amount  that  exceeds  the  compensation
received  by the  director  for serving  the  registrant  during the year of the
violation, subject to certain exceptions.

      The registrant also maintains directors' and officers' liability insurance
insuring, with certain exceptions and conditions, the registrant's directors and
officers in their  capacity as such  against  liability  with respect to certain
specified proceedings.

      The  Connecticut   legislature   has  enacted  the  Connecticut   Business
Corporation Act (the "CBCA").  The CBCA becomes effective on January 1, 1997 and
will replace the  Connecticut  Stock  Corporation  Act.  Under the new CBCA, the
extent to which  indemnification  is permitted  will be similar to existing law,
although  it allows  broader  indemnification  for  non-director  officers to an
extent  consistent with public policy.  Indemnification  is no longer  mandatory
(except in certain narrow  circumstances).  Instead,  the CBCA sets the limit of
indemnification   allowed  under  certain  circumstances,   and  prescribes  the
procedure  under  which   corporations   are  to  make   determinations   as  to
indemnification.  Corporations in existence  before January 1, 1997, such as the
registrant,  are subject to a grandfather  clause under which they still have to
provide the maximum indemnification  allowable under the CBCA, unless amendments
to their charters provide  otherwise.  The CBCA also authorizes  corporations to
provide insurance  coverage even against liability for which  indemnification is
not allowed.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act  may  be  permitted  to  directors,  officers  or  persons  controlling  the
registrant  pursuant  to the  foregoing  provisions,  the  registrant  has  been
informed that in the opinion of the Commission such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                      3
ITEM 8.  EXHIBITS.

      Exhibit

      Number    Description

 4.1     Amended and Restated Certificate of Incorporation, as amended 
         (incorporated by reference to Exhibit 3(c) to the registrant's 
         Registration Statement on Form S-1,Registration No. 2-82916)

 4.2     Amended and Restated By-Laws, as amended (incorporated by reference to
         Exhibit 3(e) to the registrant's Registration Statement on From S-1,
         Registration No. 2-82916)

 4.3     Amendments to Amended and Restated  Certificate of Incorporation
         (incorporated by reference to the registrant's  Annual Report on
         Form 10-K for the fiscal year ended July 30, 1988)

 4.4     Amendments  to Amended and  Restated  By-Laws  (incorporated  by
         reference to the registrant's Annual Report on Form 10-K for the
         fiscal year ended July 30, 1988)

 4.5     Amendments  to Amended and  Restated  By-Laws  (incorporated  by
         reference to the registrant's Annual Report on Form 10-K for the
         fiscal year ended July 28, 1990)

 5.1     Opinion of Proskauer Rose Goetz & Mendelsohn LLP

23.1     Consent of Proskauer Rose Goetz & Mendelsohn LLP - 
         included in Exhibit 5.1

23.2     Consent of Deloitte & Touche LLP

24       Power of Attorney - included on signature page

ITEM 9.  UNDERTAKINGS.

Post-effective Amendments.

                The undersigned registrant hereby undertakes:

      1. To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)      To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;  and (iii) To include any  material  information  with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement;

      Provided,  however, that paragraphs (i) and (ii) above do not apply if the
Registration Statement is on Form S-3 or S-8, and the information required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

      2. That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

      3. To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

Subsequent Exchange Act Documents.

      The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Request  for  Acceleration  of  Effective  Date or Filing  of  Registration
Statement on Form S-8.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      5
                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Village of Suffern, State of New York, on December __, 1996.

                                          THE DRESS BARN, INC.

                                          By:
                                        Elliot S. Jaffe, Chairman of the Board

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints  Elliot S. Jaffe and Armand Correia and each of
them,   acting  singly  his  or  her   attorney-in-fact,   with  full  power  of
substitution,  for him or her in all capacities,  to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file  the  same,  with  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all that said  attorneys-in-fact,  or their  substitutes,  may do or
cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

     Signature                     Title                                  Date

/s/ ELLIOT S. JAFFE
Elliot S. Jaffe              Chairman of the Board and                  12/17/96
                             Chief Executive Officer
                             (Principal Executive Officer)

/s/ ARMAND CORREIA
Armand Correia               Chief Financial Officer (Principal         12/17/96
                             Financial and Accounting Officer)

/s/ ROSLYN S. JAFFE
Roslyn S. Jaffe              Director and Secretary and Treasurer       12/17/96

/s/ BURT STEINBERG
Burt Steinberg               Director and President                     12/17/96
                             and Chief Operating Officer

/s/ KLAUS EPPLER
Klaus Eppler                 Director                                   12/17/96

/s/ DONALD JONAS
Donald Jonas                 Director                                   12/17/96

/s/ MARK S. HANDLER
Mark S. Handler              Director                                   12/17/96

/s/ EDWARD D. SOLOMON
Edward D. Solomon            Director                                   12/17/96
EXHIBIT INDEX

   Exhibit Numbers      ---------------------------------
--------------------                Description

         4.1            Amended and Restated Certificate of
                        Incorporation - incorporated by reference
                        to Exhibit 3(c) to the registrant's
                        Registration Statement on Form S-1
                        (Registration No. 2-82916)

         4.2            Amended and Restated By-Laws -
                        incorporated by reference to Exhibit 3(e)
                        to the registrant's Registration Statement
                        on Form S-1 (Registration No. 2-82916)

         4.3            Amendments to Amended and Restated
                        Certificate of Incorporation - incorporated
                        by reference to the registrant's Annual
                        Report on Form 10-K for the fiscal year
                        ended July 30, 1988

         4.4            Amendments to Amended and Restated
                        By-Laws - incorporated by reference to
                        the registrant's Annual Report on Form
                        10-K for the fiscal year ended July 30,
                        1988

         4.5            Amendments to Amended and Restated
                        By-Laws - incorporated by reference to
                        the registrant's Annual Report on Form
                        10-K for the fiscal year ended July 28,
                        1990

         5.1            Opinion of Proskauer Rose Goetz &
                        Mendelsohn LLP

         23.1           Consent of Proskauer Rose Goetz &
                        Mendelsohn LLP - included in Exhibit 5.1

         23.2           Consent of Deloitte & Touche LLP

          24            Power of Attorney - included on signature
                        page
Exhibit 5.1

                                 December 16, 1996

The Dress Barn, Inc.
30 Dunnigan Drive
Suffern, New York 10901

Ladies and Gentlemen:

      You have  requested  our  opinion  in  connection  with  the  registration
statement on Form S-8 (the "Registration Statement") being filed by you with the
Securities  and Exchange  Commission  for the purpose of  registering  under the
Securities Act of 1933, as amended (the "Act"),  2,000,000 shares of your common
stock, par value $.05 (the "Shares"),  to be offered pursuant to The Dress Barn,
Inc.

1995 Stock Option Plan (the "Plan").

     On the basis of such  investigation as we have deemed necessary,  we are of
the opinion  that the Shares  will be, when issued upon due  exercise of options
granted under the Plan in accordance  with the provisions of the Plan (including
payment  of the  option  exercise  price), legally  issued,  fully  paid  and
non-assessable.

     We hereby  notify  you that  Klaus  Eppler,  a member  of our  firm,  is a
director of the Dress Barn, Inc.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement.  In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and  regulations of the Securities and Exchange  Commission
thereunder.

                               Very truly yours,

                              PROSKAUER ROSE GOETZ & MENDELSOHN LLP
Exhibit 23.2

     INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of The Dress Barn Inc. 1995 Stock Option Plan on Form S-8 of our report, dated
September 20, 1996, appearing in the Annual Report on Form 10-K of The Dress
Barn Inc. for the year ended July 27, 1996.

Deloitte & Touche LLP
Stamford, Connecticut
December 18, 1996