UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 16 25, 2009

~~(Exact~~TWEEN ~~name~~BRANDS, ~~of registrant as specified in its charter)~~ INC.

Delaware		1-14987		31-1333930
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in its Charter)

8323 Walton Parkway New Albany, Ohio		43054
(Address of Principal Executive Offices)		(Zip Code)


Delaware (State or Other Jurisdiction of Incorporation)		1-14987 (Commission File Number)		31-1333930 (I.R.S. Employer Identification No.)


8323 Walton Parkway, New Albany, Ohio (Address of Principal Executive Offices)		43054 (Zip Code)

Registrant’s telephone number, including area code: (614) 775-3500

N/A (Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR ~~230.425) o~~ ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR~~ 240.~~14a-12~~425) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Item~~o Pre-commencement communications pursuant to Rule 14d-2~~.02.~~(b) ~~Results~~under ofthe ~~Operations~~Exchange ~~and~~Act ~~Financial~~(17 ~~Condition~~CFR 240.14d-2(b))

~~On November 16,~~o Pre-commencement ~~2009,~~communications ~~Tween~~pursuant ~~Brands,~~to ~~Inc., a Delaware corporation~~ Rule 13e-4(~~the “Company”~~c) ~~issued~~under ~~a press release announcing its financial results for~~ the ~~third~~Exchange ~~quarter~~Act ~~and~~(17 ~~year-to-date period ended October 31, 2009. A~~CFR ~~copy of the Company’s press release is furnished as an exhibit to this Form 8-K and is incorporated herein by reference~~240.13e-4(c))

~~The~~Item information contained or incorporated by reference in this Form 8-K contains various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws2.01 ~~Such~~Completion ~~statements can be identified by the use~~ of ~~the forward-looking~~Acquisition words “anticipate,” “estimate,” “project,” “target,” “predict,” “believe,” “intend,” “plan,” “expect,” “hope,” “risk,” “could,” “pro forma,” “potential,” “prospect,” “outlook,” “forecast” or ~~similar~~ ~~words.~~Disposition ~~These~~of statements discuss future expectations, contain projections regarding future developments, operations or financial conditions, or state other forward-looking information, and include, but are not limited to, statements in the accompanying press release regarding the company’s earnings outlook and store growth plans for 2009Assets. These forward-looking statements involve various important risks, uncertainties and other factors that could cause our actual results for 2009 and beyond to differ materially from those expressed. The following factors, among others, could affect our future financial performance and cause actual future results to differ materially from those expressed or implied in any forward-looking statements included in this Form 8-K:

•On ~~The~~November 25, ~~failure~~2009, of Tween Brands, Inc’s., ~~stockholders~~a toDelaware ~~adopt~~corporation (the ~~merger~~“Company”), ~~agreement~~completed ~~with~~its merger ~~Dress~~(the ~~Barn;~~“Merger”) •with ~~Failure~~Thailand toAcquisition ~~consummate~~Corp. or(“Merger ~~delay~~Sub”), ina ~~consummating~~Delaware ~~the~~corporation ~~merger~~and ~~for~~a wholly ~~other~~owned ~~reasons:~~subsidiary ~~• Effectiveness~~ of ~~converting~~The ~~Limited~~Dress ~~Too~~Barn, ~~stores~~Inc., toa ~~Justice~~Connecticut ~~stores;~~corporation •(“Dress ~~Ability~~Barn”), towhereby Merger ~~convert~~Sub ~~Limited~~merged ~~Too~~with ~~customers~~and tointo the ~~Justice~~Company, ~~brand;~~with ~~• Risk that~~ the ~~benefits~~Company ~~expected~~surviving ~~from~~as ~~the~~a ~~brand~~wholly ~~conversion~~owned subsidiary ~~program~~of ~~will~~Dress ~~not~~Barn. beThe ~~achieved~~Merger orwas ~~may~~effected ~~take~~pursuant ~~longer~~ to ~~achieve~~an ~~than~~Agreement ~~expected; • Ability to grow or maintain comparable store sales; • Decline in the demand for our merchandise; • Ability to develop new merchandise; • The impact of competition~~ and ~~pricing;~~Plan ~~• Level~~ of ~~mall~~Merger dated ~~and~~June 24, ~~power~~2009 ~~center~~(the ~~traffic;~~“Merger • Effectiveness of expansion into new or existing markets; • Effectiveness of store remodels; • Availability of suitable store locations at appropriate terms; • Effectiveness of our brand awareness and marketing programs; • Ability to enforce our licenses and trademarks; • Ability to hireAgreement”), ~~retain~~by and ~~train~~among ~~associates; • Ability to successfully launch a new brand; • A significant change in~~ the ~~regulatory~~Company, ~~environment~~Dress ~~applicable~~Barn ~~to our business; • Risks associated with our sourcing~~ and ~~logistics~~Merger ~~functions;~~Sub.

2In connection with the consummation of the Merger, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), was converted into the right to receive 0.47 validly issued, fully paid and nonassessable shares of common stock, par value $0.05 per share, of Dress Barn (“Dress Barn Common Stock”). In addition, at the Effective Time, the vesting of each share of the Company’s restricted stock was accelerated, and each such share was converted into the right to receive 0.47 shares of Dress Barn Common Stock. Cash will be paid in lieu of any fractional shares of Dress Barn Common Stock.

•The ~~Changes~~foregoing indescription ~~existing~~of orthe ~~potential~~Merger ~~trade~~Agreement ~~restrictions,~~and ~~duties,~~the ~~tariffs~~Merger or(including ~~quotas;~~the •description ~~Currency~~of ~~and~~the consideration ~~exchange~~payable ~~risks; • Changes~~ in ~~consumer~~connection ~~spending~~with ~~patterns,~~the ~~consumer~~Merger) ~~preferences~~is ~~and~~not ~~overall~~complete ~~economic conditions; • Ability to comply with restrictions~~ and ~~covenants~~is qualified in ~~our~~its entirety ~~credit~~by ~~facilities;~~reference ~~• Ability~~ to ~~satisfy~~the ~~NYSE~~Merger continued listing standards; • Potential impairment of long-lived assets; • Ability to service our debt; • The security of our computer networks; • The potential impact of health concerns relating to severe infectious diseasesAgreement, ~~particularly~~a oncopy ~~manufacturing operations~~ of ~~our~~which ~~vendors~~was infiled ~~Asia~~as ~~and~~Exhibit 2.1 ~~elsewhere; • Outcome of various legal proceedings; • Impact of product recalls; • Ability~~ to ~~service our debt; • Acts of terrorism in~~ the Company’s ~~U.S.~~Current orReport ~~worldwide;~~on ~~and~~Form •8-K ~~Other~~filed ~~risks that may be described in other reports and filings we make~~ with the Securities and Exchange Commission (the “SEC”) on June 25, 2009.

~~Future~~Item ~~economic and industry trends that could potentially impact revenue and profitability are difficult to predict~~3.01 ~~Therefore,~~Notice ~~there~~of ~~can be~~Delisting noor ~~assurance~~Failure ~~that the forward-looking statements included herein will prove~~ to beSatisfy ~~accurate. The inclusion of forward-looking statements should not be regarded~~ a ~~representation~~Continued byListing ~~us,~~Rule or ~~any~~Standard; ~~other~~Transfer ~~person, that our objectives will be achieved. The forward-looking statements made herein are based on information presently available to us, as the management~~ of ~~the Company~~Listing. We assume no obligation to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

~~Additional~~In connection with the consummation of the Merger, the Company notified the New York Stock Exchange ~~Information~~(the “NYSE”) on November 25, 2009 that each issued and ~~Where~~outstanding share of Company Common Stock was converted into the right to ~~Find~~receive It0.47 shares of Dress Barn Common Stock and the Company requested that the NYSE (i) suspend trading in the Company Common Stock as of the open of business on Friday, November 27, 2009 and (ii) file with the SEC an application on Form 25 to report that the Company Common Stock is no longer listed on the NYSE. On November 27, 2009, the NYSE suspended trading of the Company Common Stock prior to the open of business and filed a Form 25 with the SEC to report that the Company Common Stock is no longer listed on the NYSE.

~~On June 24,~~Item ~~2009, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Dress Barn, Inc~~3.,03 aMaterial ~~Connecticut corporation~~Modification ~~(“Parent”),~~to ~~and~~Rights ~~Thailand Acquisition Corp., a Delaware corporation and a wholly owned subsidiary~~ of ~~Parent~~Security ~~(“Purchaser”)~~Holders. Pursuant to the Merger Agreement and subject to the conditions set forth therein, Purchaser will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.

3In connection with the consummation of the Merger, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.47 validly issued, fully paid and nonassessable shares of Dress Barn Common Stock. In addition, at the Effective Time, the vesting of each share of the Company’s restricted stock was accelerated and each such share was converted into the right to receive 0.47 shares of Dress Barn Common Stock. Cash will be paid in lieu of any fractional shares of Dress Barn Common Stock.

In ~~connection~~ ~~with the proposed Merger~~addition, ~~Parent~~as ~~filed~~provided ~~with~~in the ~~Securities~~Merger ~~and Exchange~~Agreement, ~~Commission~~all ~~(“SEC”)~~options ato ~~Registration~~purchase ~~Statement~~Company onCommon ~~Form~~Stock ~~S-4~~that ~~containing~~were aoutstanding ~~proxy~~and ~~statement/prospectus~~unexercised ~~for~~at the ~~stockholders~~Effective ofTime ~~the~~were ~~Company~~converted ~~and each~~into of the ~~Company~~right ~~and~~to ~~Parent have filed other documents~~ receive, with ~~the~~respect ~~SEC regarding~~to ~~the~~each ~~proposed~~such ~~merger~~option, ~~transaction.~~an ~~The~~amount ~~definitive~~of ~~proxy statement/prospectus~~cash ~~was~~equal ~~mailed~~ to ~~stockholders of~~ the ~~Company~~positive ~~on or about October 27~~difference, ~~2009.~~if ~~THE COMPANY’S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY~~any, ~~BECAUSE THEY CONTAIN IMPORTANT INFORMATION~~ ~~ABOUT~~between ~~THE~~the ~~PROPOSED~~measurement ~~MERGER.~~value ~~Company stockholders and other investors will be able to obtain copies~~ of ~~these~~$9.34 ~~materials~~less ~~(when they are available) without charge from~~ the ~~SEC~~per ~~through~~share ~~the~~exercise ~~SEC’s~~price ~~Web site at www.sec.gov. These documents can also be obtained free~~ of ~~charge~~the ~~from~~option ~~Parent~~for ~~by directing a~~each ~~request~~share subject to ~~Parent,~~such 30option. ~~Dunnigan~~Any ~~Drive,~~option ~~Suffern,~~with NYan ~~10901~~exercise ~~Attention:~~price ~~Investor Relations~~greater ~~Department~~than ~~(telephone: 845-469-4602) or accessing them on Parent’s corporate Web site at www~~$9.~~dressbarn.com~~34 ,was ~~or from the Company by~~cancelled ~~directing~~without aconsideration ~~request~~and tois ~~the~~of ~~Company,~~no ~~8323~~further ~~Walton~~force ~~Parkway,~~and ~~New Albany, OH 43054 Attention: Investor Relations (telephone: 614 775-3739) or accessing them on the Company’s corporate Web site at www~~effect.~~tweenbrands.com.~~

~~Parent,~~See ~~the~~also Company and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Parent may be found in its 2009 Annual Report on Form 10-K filed with the SEC on SeptemberItem ~~21, 2009 and in its definitive proxy statement relating to its 2009 Annual Meeting of Shareholders filed with the SEC on November 9, 2009~~3.01 Information about the directors and executive officers of the Company may be found in its 2008 Annual Report on Form 10-K filed with the SEC on March 31, 2009 and in its definitive proxy statement relating to its 2009 Annual Meeting of Stockholders filed with the SEC on April 9, 2009. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants is also included in the definitive proxy statement/prospectus regarding the proposed transaction that was mailed to stockholders of the Company on or about October 27, 2009.

Item 95.01. ~~Financial~~Changes ~~Statements~~in ~~and~~Control ~~Exhibits~~of Registrant.

~~(d)~~As a result of the Merger, a change in control of the Company occurred and the Company became a wholly-owned subsidiary of Dress Barn. The information regarding the Merger is set forth in Item ~~Exhibits~~2.01 above and is incorporated herein by reference.

99Item 5.102 *Departure ~~Press~~of ~~Release,~~Directors ~~dated~~or ~~November~~Certain ~~16,~~Officers; ~~2009,~~Election ~~entitled~~of ~~“Tween~~Directors; ~~Brands~~Appointment ~~Reports~~of ~~Third~~Certain ~~Quarter~~Officers; ~~2009~~Compensatory ~~Results~~Arrangements of Certain Officers.”

* FurnishedIn connection with ~~this~~the ~~report~~consummation of the Merger, each of the following members of the Company’s Board of Directors resigned from the Board of Directors of the Company, effective immediately prior to the Effective Time: Michael W. Rayden, Elizabeth M. Eveillard, Fredric M. Roberts, David A. Krinsky, Kenneth J. Strottman and Philip E. Mallott. These resignations were not a result of any disagreements between the Company and the current directors on any matter relating to the Company’s operations, policies or practices.

4 Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~SIGNATURES~~In connection with the consummation of the Merger, at the Effective Time, the Company’s Certificate of Incorporation was amended and restated in its entirety to be identical to the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time (except that the name of the surviving corporation set forth therein is “Tween Brands, Inc.”).

~~Pursuant~~In toconnection with the ~~requirements~~consummation of the ~~Securities~~Merger, ~~Exchange~~at ~~Act~~the ~~of 1934~~Effective Time, the ~~Registrant~~Bylaws ~~has~~of ~~duly~~Merger ~~caused~~Sub, as ~~this~~in ~~report~~effect toimmediately beprior ~~signed~~to onthe ~~its~~Effective ~~behalf~~Time, by became the ~~undersigned~~Bylaws ~~hereunto~~of ~~duly~~the ~~authorized~~Company.

	TWEEN BRANDS, INC.
	(Registrant)
Date: November 16, 2009	By:	/s/ Rolando de Aguiar
		Rolando de Aguiar Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

-2-

5SIGNATURES

~~EXHIBIT~~ Pursuant ~~INDEX~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description
	TWEEN BRANDS, INC. (Registrant)
99.1 *		Press Release, dated November 16, 2009, entitled “Tween Brands Reports Third Quarter 2009 Results.”
	By:	/s/ Rolando de Aguiar
Date: November 30, 2009		Rolando de Aguiar
		Chief Financial Officer (Principal Financial and Accounting Officer)

* Furnished with this report.

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