UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended October ~~April 24~~30, 2010

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-11736

THE DRESS BARN, INC.

(Exact name of registrant as specified in its charter)

Connecticut		06-0812960
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

30 Dunnigan Drive, Suffern, New York		10901
(Address of principal executive offices)		(Zip Code)

(845) 369-4500 (Registrant's telephone number, including area code)

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ x Accelerated filer x ¨ Non-accelerated filer ¨ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The Registrant had 8078,~~016~~774,~~158~~137 shares of common stock outstanding as of ~~May~~December 281, 2010.

THE DRESS BARN, INC.

FORM 10-Q

QUARTER ENDED ~~APRIL~~OCTOBER 2430, 2010

TABLE OF CONTENTS

		Page Number	~~Page Number~~
Part I. FINANCIAL INFORMATION:
Item 1.	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets as of April 24, 2010 and July 25, 2009		3
	Condensed Consolidated Balance Sheets as of October 30, 2010 and July 31, 2010	3
	Condensed Consolidated Statements of Operations for the thirteen weeks ended April 24, 2010 and April 25, 2009		5
	Condensed Consolidated Statements of Operations for the thirteen weeks ended October 30, 2010 and October 24, 2009	5
	Condensed Consolidated Statements of Operations for the thirty-nine weeks ended April 24, 2010 and April 25, 2009		6
	Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended October 30, 2010 and October 24, 2009	6
	Condensed Consolidated Statements of Shareholders' Equity and Comprehensive Income as of April 24, 2010 and July 25, 2009		7
	Notes to Condensed Consolidated Financial Statements	8
	Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended April 24, 2010 and April 25, 2009		8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
	Notes to Condensed Consolidated Financial Statements		10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		40
Item 4.	Controls and Procedures	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		51
Part II. OTHER INFORMATION:
Item 4.	Controls and Procedures		51
Item 1.	Legal Proceedings	35
Part II. OTHER INFORMATION:
Item 1A.	Risk Factors	36
Item 1.	Legal Proceedings		52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 1A.	Risk Factors		52
Item 4.	Removed and Reserved	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		54
Item 6.	Exhibits	37
Item 4.	Not Applicable		55
SIGNATURES		38
Item 6.	Exhibits		55
SIGNATURES			56

Part I. FINANCIAL INFORMATION

Item 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(Amounts in thousands)

	April 24, 2010		July 25, 2009
	October 30, 2010		July 31, 2010
ASSETS
Current Assets:
Cash and cash equivalents	$	~~263~~249,~~266~~567	$	240,~~763~~641
Restricted cash		1,~~338~~360		—1,355
Investment securities		82115,~~659~~049		~~112~~85,~~998~~088
Merchandise inventories		~~263~~338,~~985~~424		~~193~~320,~~979~~345
Deferred income taxes		1920,~~898~~775		—21,400
Prepaid expenses and other current assets		3950,~~546~~182		1947,~~041~~254
Total Current Assets		~~670~~775,~~692~~357		~~566~~716,~~781~~083
Property and Equipment, net		~~479~~475,~~636~~736		~~277~~478,~~913~~086
Other Intangible Assets, net		185,~~976~~281		~~104~~185,~~932~~628
Goodwill		229,661		~~130~~229,~~656~~661
Investment Securities		2715,~~700~~919		3015,~~813~~833
Deferred Income Taxes		—		3,091
Other Assets		28,914		28,828
Other Assets		30,111		14,986
TOTAL ASSETS	$	1,710,868	$	1,654,119
TOTAL ASSETS	$	1,623,776	$	1,129,172

(continued)

See notes to Condensed Consolidated Financial Statements (Unaudited)

The Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(Amounts in thousands)

	April 24, 2010			July 25, 2009
	October 30, 2010			July 31, 2010
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable - trade	$	152,201		$	138,940
Accounts payable	$	163,988		$	178,722
Accrued salaries, wages and related expenses		5647,~~204~~598			3259,~~116~~692
Other accrued expenses		8391,~~511~~392			4989,~~450~~094
Customer liabilities		3027,~~313~~667			1327,~~999~~455
Income taxes payable		1226,~~175~~335			72,~~491~~770
Deferred income taxes		—			7,405
Current portion of long-term debt		1,440			1,421
Current portion of long-term debt		1,402			1,347
Total Current Liabilities		358,420			359,154
Convertible Senior Notes (see Note 10)		—			101,354
Long-term debt		24,244			24,617
Total Current Liabilities		335,806			352,102
Lease related liabilities		176,069			178,706
Long-term debt		24,985			26,062
Deferred compensation and other long-term liabilities		63,139			56,681
Lease related liabilities		182,911			67,772
Deferred income taxes		20,908			20,294
Deferred compensation and other long-term liabilities		61,190			50,789
Total Liabilities		642,780			639,452
Deferred income taxes		14,022			—
Total Liabilities		618,914			496,725
Commitments and Contingencies
Shareholders' Equity:
Preferred stock, par value $0.05 per share:
Authorized - 100,000 shares, Issued and Outstanding - none		—			—
Common stock, par value $0.05 per share: Authorized - 165,000,000 shares
Issued and outstanding - 79,974,245 and 60,237,797 shares, respectively		3,999			3,012
Issued and outstanding - 78,736,603 and 78,538,562 shares, respectively		3,937			3,927
Additional paid-in capital		~~422~~432,~~934~~750			~~145~~427,~~277~~227
Retained earnings		~~585~~637,~~134~~246			~~493~~589,~~767~~278
Accumulated other comprehensive (loss)		(54,~~848~~314	)		(84,~~407~~324	)
Total The Dress Barn, Inc. Shareholders’ Equity		1,~~006~~069,~~219~~619			~~633~~1,~~649~~016,108
Noncontrolling Interest		(1,357	)		(1,202	)
Noncontrolling interest		(1,531	)		(1,441	)
Total Shareholders’ Equity		1,~~004~~068,~~862~~088			~~632~~1,~~447~~014,667
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,~~623~~710,~~776~~868		$	1,~~129~~654,~~172~~119

See notes to Condensed Consolidated Financial Statements (Unaudited)

The Dress Barn, Inc. and Subsidiaries

Condensed Consolidated ~~Statements~~Statement of Operations (Unaudited)

(Amounts in thousands, except per share data)

	Thirteen Weeks Ended
	April 24, 2010			April 25, 2009
	October 30, 2010			October 24, 2009
Net sales	$	~~665~~713,~~497~~279		$	~~375~~404,~~709~~089
Cost of sales, including occupancy and buying costs
Cost of sales, including occupancy and buying costs (excluding depreciation which is shown separately below)		405,648			240,292
(excluding depreciation which is shown separately below)		373,875			220,642
Selling, general and administrative expenses		206,957			113,771
Selling, general and administrative expenses		194,860			103,057
Depreciation and amortization		22,957			12,211
Depreciation and amortization		20,033			11,715
Operating income		77,717			37,815
Operating income		76,729			40,295
Interest income		384			715
Interest income		506			1,046
Interest expense		(665	)		(2,560	)
Interest expense		(684	)		(2,515	)
Other income		526			547
Other income (expense)		516			(296	)
Earnings before income taxes		77,962			36,517
Earnings before income taxes		77,067			38,530
Provision for income taxes		29,994			14,845
Provision for income taxes		29,060			15,469
Net earnings	$	47,968		$	21,672
Net earnings	$	48,007		$	23,061
Earnings per share:
Basic	$	0.6061		$	0.3836
Diluted	$	0.5960		$	0.3733
Weighted average shares outstanding:
Basic		7978,~~515~~381			5960,~~927~~577
Diluted		8180,~~900~~416			6166,~~774~~503

See notes to Condensed Consolidated Financial Statements (Unaudited)

The Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

(Amounts in thousands, except per share data)

	Thirty-Nine Weeks Ended
	April 24, 2010			April 25, 2009
Net sales	$	1,663,706		$	1,095,308
Cost of sales, including occupancy and buying costs
(excluding depreciation which is shown separately below)		975,783			680,356
Selling, general and administrative expenses		480,336			308,732
Depreciation and amortization		49,941			36,030
Operating income		157,646			70,190
Loss on debt extinguishment (see Note 10)		(5,792	)		—
Interest income		1,781			4,470
Interest expense		(5,940	)		(7,452	)
Other income		1,506			609
Earnings before provision for income taxes		149,201			67,817
Provision for income taxes		57,834			26,866
Net earnings	$	91,367		$	40,951
Earnings per share:
Basic	$	1.31		$	0.68
Diluted	$	1.19		$	0.66
Weighted average shares outstanding:
Basic		69,625			60,046
Diluted		76,889			62,229

See notes to Condensed Consolidated Financial Statements (Unaudited)

The Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Unaudited)

(Amounts and shares in thousands)

	Shares Common Stock		Common Stock		Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive (Loss) Income			Total The Dress Barn Inc. Shareholders’ Equity			Non- controlling Interest			Total Shareholders’ Equity
Balance, July 25, 2009		60,238	$	3,012	$	145,277		$	493,767	$	(8,407	)	$	633,649		$	(1,202	)	$	632,447
Net earnings									91,367					91,367						91,367
Unrealized gain on investment securities											2,559			2,559						2,559
Total comprehensive income														93,926						93,926
Change in noncontrolling interest														—			(155	)		(155	)
Issuance/retirement of restricted stock, net		180		9		(9	)							—						—
Restricted stock compensation expense						1,435								1,435						1,435
Tax benefit from exercise of stock options						5,408								5,408						5,408
Employee Stock Purchase Plan activity		9				168								168						168
Shares issued pursuant to exercise of stock options		1,533		77		13,730								13,807						13,807
Share based compensation – stock options						5,867								5,867						5,867
Tween Brands, Inc. merger		11,699		585		250,598								251,183						251,183
Tween merger restricted stock issuance		90		5		(5	)							—						—
2.5% Convertible Senior Notes tender offer (see Note 10)		6,225		311		(14,338	)							(14,027	)					(14,027	)
Tax benefit from the Convertible Senior Note tender offer						14,803								14,803						14,803
Balance, April 24, 2010		79,974	$	3,999	$	422,934		$	585,134	$	(5,848	)	$	1,006,219		$	(1,357	)	$	1,004,862

See notes to Condensed Consolidated Financial Statements (Unaudited)

The Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Amounts in thousands)

	Thirty-Nine Weeks Ended
	Thirteen Weeks Ended
	April 24, 2010			April 25, 2009
	October 30, 2010			October 24, 2009
Operating Activities:
Net earnings	$	9147,~~367~~968		$	4021,~~951~~672
Adjustments to reconcile net earnings to net cash
Adjustments to reconcile net earnings to net cash provided by operating activities:
provided by operating activities:
Depreciation and amortization		22,957			12,211
Depreciation and amortization		49,941			36,030
Asset impairments and disposals		1,578			2,294
Asset impairments and disposals		7,847			5,184
Deferred taxes		1,239			1,031
Deferred taxes		9,983			8,844
Deferred rent and other occupancy costs		(6,864	)		(1,381	)
Deferred rent and other occupancy costs		(11,824	)		(3,181	)
Share-based compensation		3,240			1,769
Share-based compensation		7,302			4,937
Deferred share-based compensation		836			(386	)
Loss on debt extinguishment (see Note 10)		5,792			—
Excess tax benefits from share-based compensation		(304	)		(2,194	)
Excess tax benefits from share-based compensation		(5,408	)		(490	)
Amortization of debt issuance costs		301			142
Amortization of debt issuance costs		769			434
Amortization of convertible senior notes discount		—			1,300
Amortization of convertible senior notes discount		2,604			3,669
Cash surrender value of life insurance		(648	)		(549	)
Cash surrender value of life insurance		(4,405	)		1,532
Gift card breakage		(454	)		(259	)
Gift card breakage		(2,108	)		(1,431	)
Other		177			52
Other		49			717
Changes in assets and liabilities:
Merchandise inventories		46(18,~~204~~079	)		1112,~~130~~843
Prepaid expenses and other current assets		6(7,~~418~~308	)		81,~~961~~769
Other assets		~~4,464~~845			(71177	)
Accounts payable		(1614,~~648~~887	)		9(25,~~649~~970	)
Accrued salaries, wages and related expenses		5(12,~~739~~094	)		~~3,065~~(137	)
Other accrued expenses		~~(12~~1,~~558~~470	)		(12,~~972~~009	)
Customer liabilities		~~6,878~~666			~~2,424~~218
Income taxes payable		628,~~703~~318			~~294~~8,305
Lease related liabilities		53,~~819~~531			72,~~354~~639
Deferred compensation and other long-term liabilities		16,~~345~~458			(1,~~986~~396	)
Total adjustments		~~114~~10,~~906~~978			9516,~~093~~925
Net cash provided by operating activities		~~206~~58,~~273~~946			~~136~~38,~~044~~597

(continued)

See notes to Condensed Consolidated Financial Statements (Unaudited)

The Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Amounts in thousands)

	Thirty-Nine Weeks Ended
	Thirteen Weeks Ended
	April 24, 2010			April 25, 2009
	October 30, 2010			October 24, 2009
Investing Activities:
Merger of Tween Brands (see Note 2)		82,754			—
Cash paid for property and equipment		(20,732	)		(12,352	)
Cash paid for property and equipment		(42,681	)		(45,258	)
Redemption of available-for-sale investment securities		29,844			30,139
Redemption of available-for-sale investment securities		105,812			78,505
Purchases of available-for-sale investment securities		(60,176	)		(19,174	)
Purchases of available-for-sale investment securities		(55,444	)		(72,630	)
Investment in life insurance policies		(54	)		(29	)
Sale of trading investment security		250			—
Change in restricted cash		(5	)		—
Investment in life insurance policies		(3,321	)		(177	)
Net cash used in investing activities		(51,123	)		(1,416	)
Proceeds from insurance settlement		—			733
Change in restricted cash		177			—
Net cash provided by / (used in) investing activities		87,547			(38,827	)
Financing Activities:
Repayments of long-term debt		(~~1,022~~354	)		(~~967~~336	)
Repayments of Tween Brands long-term debt in connection with the merger (see Note 2)		(162,915	)		—
Proceeds from employee stock purchase plan purchases		62			55
Purchase of treasury stock		—			(4,657	)
Excess tax benefits from share-based compensation		304			2,194
Convertible Senior Notes tender offer		(122,406	)		—
Proceeds from stock options exercised		1,091			3,714
Payment of deferred financing costs		(4,357	)		—
Net cash provided by financing activities		1,103			5,627
Proceeds from employee stock purchase plan purchases		168			96
Net increase in cash and cash equivalents		8,926			42,808
Excess tax benefits from share-based compensation		5,408			490
Cash and cash equivalents - beginning of period		240,641			240,763
Proceeds from stock options exercised		13,807			1,710
Cash and cash equivalents - end of period	$	249,567		$	283,571
Net cash used in financing activities		(271,317	)		(3,328	)
Net increase in cash and cash equivalents		22,503			93,889
Cash and cash equivalents - beginning of period		240,763			127,226
Cash and cash equivalents - end of period	$	263,266		$	221,115
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes	$	392,~~090~~448		$	106,~~943~~054
Cash paid for interest	$	~~2,510~~344		$	~~2,562~~362
Accrual for capital expenditures	$	67,~~237~~209		$	46,~~636~~579
Issuance of common stock for Tween Brands merger	$	251,183		$	—

See notes to Condensed Consolidated Financial Statements (Unaudited)

The Dress Barn, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

The unaudited Condensed Consolidated Financial Statements included in this Form 10-Q have been prepared by The Dress Barn, Inc. and its wholly owned subsidiaries (collectively, “we”, “our”, the “Company”, “Dress Barn” or similar terms) pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed, or omitted, pursuant to such rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K/A for the fiscal year ended July 2531, ~~2009~~ 2010 (“our 10-K/A”). The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the fiscal year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal ~~recurring~~ recurring nature. The July 2531, ~~2009~~2010 Condensed Consolidated Balance ~~Sheet~~ Sheet amounts have been derived from our audited financial statements included in our 10-K/A. References to fiscal ~~2010~~2011 relate to our fiscal year ending July 30, 2011 and references to fiscal 2010 relate to our fiscal year ended July 31, 2010.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain reclassifications have been made to Tween Brands’ financial statements to conform to Dress Barn’s financial reporting classification of expenses in the Condensed Consolidated Statements of Operations and the classification of assets and liabilities in the Condensed Consolidated Balance Sheet.

InRevenues ~~conjunction~~from ~~with~~retail ~~the~~sales, ~~merger~~net of ~~Tween~~estimated ~~Brands~~returns, ~~the~~are ~~following~~recognized ~~revenue~~at ~~recognition accounting~~the ~~policies~~point ~~have~~of ~~been~~sale upon ~~adopted~~delivery inof ~~addition~~the merchandise to the ~~revenue~~customer ~~recognition accounting~~and ~~policies~~exclude ~~that~~sales taxes. Direct ~~can~~sales, bethrough ~~found~~our inwebsites ~~our~~and ~~10-K:~~the ~~revenues~~Justice Catazine, are ~~generated~~recorded ~~through~~upon ~~Tween~~customer ~~Brands~~receipt. ~~international~~The ~~franchise~~maurices ~~stores~~segment ~~through~~charges ~~merchandise shipped~~its atcustomers ~~cost;~~a ~~and~~small ~~Tween~~fee ~~Brands~~to ~~defers~~offset ashipping ~~portion~~costs ofto ~~revenues~~move ~~earned~~product from ~~its~~store ~~customer~~to ~~loyalty~~store ~~programs~~for special order transactions. ~~Generally,~~Amounts ~~these~~related ~~programs~~to ~~offer~~shipping ~~customers~~and ~~dollar-for-dollar~~handling, ~~discounts~~billed onto ~~future~~customers ~~merchandise~~as ~~purchases~~part ~~within~~of ~~stated redemption~~a ~~periods~~sales iftransaction, ~~they~~are ~~purchase~~classified ~~specified~~as revenue. Related ~~levels~~shipping ofand ~~merchandise~~handling costs are reflected in acost ~~current~~of ~~transaction. The~~goods ~~impact~~sold, ofbuying ~~these~~and ~~programs~~occupancy oncosts. We ~~net~~record ~~sales~~a isreserve ~~recognized~~for ~~ratably~~estimated ~~over~~product ~~the~~returns ~~series~~when ofsales ~~transactions~~are ~~required~~recorded tobased ~~both~~on ~~earn~~historical return trends and ~~redeem~~are ~~the customer~~adjusted ~~discounts~~for known events, as applicable.

The Justice segment earns licensing revenue from its international franchised stores and partner revenue from advertising and other “tween-right” marketing initiatives with partner companies. International franchise revenue is primarily comprised of the merchandise sales to our international franchisees, payment for marketing materials produced in-house and the royalty payments received in relation to the use of the Justice trade name. Justice recognizes the revenue when the merchandise has shipped to the international franchises. Cost of sales is recorded related to the merchandise. Partner revenue is related to marketing deals with our “tween-right” partners. We recognize revenue when earned according to the contract terms.

Cost of sales consists of all costs of merchandise (net of purchase discounts and vendor allowances), freight on inbound, outbound and internally transferred merchandise, merchandise acquisition costs (primarily commissions and import fees), occupancy costs excluding utilities and depreciation, and all costs associated with the buying and distribution functions. Our cost of sales may not be comparable to those of other entities, since some entities include all costs related to their distribution network, including depreciation and all buying and occupancy costs in their cost of sales, while other entities, including us, exclude a portion of these expenses from cost of sales and include them in selling, general and administrative expenses or depreciation. We include depreciation related to our distribution centers and corporate headquarters in depreciation and amortization, and utilities and insurance expenses, among other expenses, in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.

Selling, general and administrative expenses consist of compensation and employee benefit expenses, other than for our design and sourcing team, our buyers and our distribution centers personnel. Such compensation and employee benefit expenses include salaries, incentives and related benefits associated with our stores and corporate headquarters, except as previously noted. Selling, general and administrative expenses also include advertising costs, supplies for our stores and home office, communication costs, travel and entertainment, leasing costs and services purchased.

108

Subsequent Events

The Company is not aware of any significant events that occurred subsequent to the balance sheet date prior to the filing of this report that would have a material impact on our financial position or results of operations.

2. Merger with Tween Brands, Inc.

On November 25, 2009, we completed the ~~merger~~Merger with Tween Brands, Inc., a Delaware corporation (“Tween Brands”), pursuant to the Agreement and Plan of Merger, dated June 24, 2009 (the “Merger Agreement”). Pursuant to the Merger Agreement, we are the acquirer, with one of our subsidiaries merging with Tween Brands, Inc. in a stock-for-stock transaction (the “Merger”). As a result of the Merger, Tween Brands became a wholly owned subsidiary of Dress Barn. The Merger was approved by the stockholders of Tween Brands at a special meeting of stockholders held on November 25, 2009. The Merger became effective on November 25, 2009. We consummated the ~~Merger~~ Merger with Tween Brands for a variety of reasons, including the opportunity to capitalize on the strength of its brand awareness, to leverage the utilization of combined infrastructure and personnel and to expand into the girls age 7 to 1412, or “tween”, market.

As provided in the Merger Agreement, each share of Tween Brands’ common stock, par value $.01 per share (“Tween Brands Common Stock”), issued and outstanding immediately prior to the effective time of the Merger, was converted into the right to receive 0.47 shares of our common stock, par value $.05 per share, for a total of 11~~,698,629~~.7 million shares of our common stock issued, plus cash in lieu of fractional shares of our common stock in the amount of $0.2 million. In addition, as provided in the Merger Agreement, all options to purchase Tween Brands Common Stock that were outstanding and unexercised at the effective time of the Merger were cancelled and automatically converted into the right to receive a lump sum cash payment (without interest), equal to (i) the amount, if any, by which the measurement value, as defined in the Merger Agreement, exceeded the per share exercise price of the stock option, multiplied by (ii) the number of shares of Tween Brands Common Stock issuable upon exercise of the stock option (whether such option was vested or unvested). Any Tween Brands stock option with an exercise price equal to or greater than the measurement value was cancelled without consideration. We paid an aggregate of $0.8 million in cash with respect to all such options.

In addition, at the effective time of the Merger, the vesting of each share of Tween Brands restricted stock was accelerated, and each such share was converted into the right to receive 0.47 shares of our common stock. These shares were treated as a pre-Merger expense by Tween Brands. In addition, we repaid bank debt and accrued interest of $162.9 million.

Tween Brands operates Justice, apparel specialty stores targeting girls who are ages 7 to 1412. We refer to the post-Merger operations of Tween Brands as “Justice”.

The Company’s ~~condensed~~accounted ~~consolidated~~for ~~financial~~the ~~statements~~Merger ~~include~~as ~~Justice’s~~a ~~results~~purchase ofusing the accounting standards ~~operations~~established ~~from~~by ~~November~~the 25FASB guidance on business combinations, ~~2009~~and, accordingly, the excess ~~effective~~purchase ~~date~~price ofover the ~~Merger. The~~ ~~following~~fair ~~are~~market ~~Justice’s~~value ~~results~~of ~~included~~the inunderlying net assets ~~our~~acquired, ~~Condensed~~which ~~Consolidated~~equaled ~~Statements~~$99.0 ofmillion, ~~Operations~~was allocated to goodwill (~~Unaudited~~see Note 7):.

(Amounts in thousands)	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	April 24, 2010		April 24, 2010
Net sales	$	245,150	$	466,255
Less:
Cost of sales, including occupancy and buying costs		136,215		261,991
Selling, general and administrative expenses		75,794		128,718
Depreciation and amortization		8,435		13,949
Operating income	$	24,706	$	61,597

The following unaudited pro forma information assumes the Justice Merger had occurred on July 25, 2009. The pro forma information, as presented below, is not indicative of the results that would have been obtained had the transaction actually occurred on July 25, 2009, nor is it indicative of the Company’s future results.

The Company accounted for the acquisition as a purchase using the accounting standards established by the FASB guidance on business combinations, and, accordingly, the excess purchase price over the fair market value of the underlying net assets acquired, which equaled $99.0 million, was allocated to goodwill (see Note 9). During the quarter ended April 24, 2010, we recorded an increase to goodwill in the amount of approximately $2.8 million relating to the finalization of certain tangible and intangible asset values, an adjustment to our lease related liabilities and the adjustment of a litigation accrual. The effect on the Statement of Operations of these adjustments was immaterial to our consolidated financial statements for our second quarter of fiscal 2010 and, as a result, we did not recast those amounts. The Company recognized a total of $5.8 million of merger-related costs in the thirty-nine weeks ended April 24, 2010.

The following table summarizes the allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date, November 25, 2009, in accordance with the FASB guidance on business combinations. Under the acquisition method of accounting, all of Tween Brands’ assets acquired and liabilities assumed in the transaction were recorded at their acquisition date fair values while transaction costs associated with the transaction are expensed as incurred. The Company’s allocation was based on an evaluation of the appropriate fair values and represented management’s best estimate based on the available data. In addition, the Company utilized specialists to assist in the valuation process. The final purchase accounting has not yet been completed as to certain items, primarily relating to income taxes.

The estimated fair values of assets acquired and liabilities assumed, as of the close of business on November 24, 2009 are as follows:

(Amounts in thousands)
Shares of Dress Barn common stock issued in the Merger		11,699
Per share price of our common stock	$	21.47
Fair value Dress Barn common stock issued	$	251,183
Repayment of Tween Brands' bank debt
and accrued interest		162,915
Payment for stock options and fractional shares		976
Total Purchase Price	$	415,074
Current assets	$	127,928
Inventory		116,210
Current deferred tax assets		13,153
Property and equipment, net		213,719
Intangibles		83,900
Other non-current assets		7,600
Total assets acquired		562,510
Accounts payable and accrued expenses		(109,118	)
Lease related liabilities		(120,693	)
Deferred compensation & other long-term liabilities		(7,450	)
Long-term deferred tax liabilities		(9,180	)
Total liabilities assumed		(246,441	)
Net assets acquired, net of cash and cash equivalents acquired of $83,730		316,069
Goodwill	$	99,005

The following unaudited pro forma information assumes the Justice acquisition had occurred on July 27, 2008. The pro forma information, as presented below, is not indicative of the results that would have been obtained had the transaction actually occurred on July 27, 2008, nor is it indicative of the Company’s future results.

(Amounts in thousands, except per share data)

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
(Unaudited)	Quarter ended
	April 24,		April 25,		April 24,		April 25,
	October 24,
	2010		2009		2010		2009
	2009
Pro forma net sales	$	~~665~~663,~~497~~348	$	~~580,934~~	$	~~1,986,267~~	$	~~1,820,755~~
Pro forma net income	$	4833,~~240~~796	$	~~26,279~~	$	~~105,077~~	$	~~37,509~~
Pro forma earnings per share:
Basic	$	0.6147	$	~~0.37~~	$	~~1.36~~	$	~~0.52~~
Diluted	$	0.5943	$	~~0.36~~	$	~~1.24~~	$	~~0.51~~

~~3. Changes in Accounting Principles~~9

~~Change~~The inCompany’s ~~method~~condensed consolidated financial statements include Justice’s results of operations ~~accounting~~from ~~for~~November ~~noncontrolling~~25, ~~interest~~2009, the effective date of the Merger. The following are Justice’s results included in our Condensed Consolidated Statements of Operations (Unaudited):

Effective July 26, 2009, we adopted the FASB Accounting Standards Codification (ASC) authoritative guidance ASC 810-10, Consolidation – Overall (formerly known as SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements – an amendment of Accounting Research Bulletin No. 51). This guidance establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity. This guidance became effective beginning with our first quarter in fiscal 2010. The guidance requires prospective application, except for the presentation and disclosure requirements, which must be applied retrospectively to all periods presented. Noncontrolling interest of $0.7 million, previously recorded as goodwill, was reclassified to our shareholders’ equity section resulting in the noncontrolling interest balance of $1.2 million at July 25, 2009 in our Condensed Consolidated Balance Sheets. The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements and it did not affect our cash flows. See tables below for further information related to our adoption of this guidance.

(Amounts in thousands)	Thirteen Weeks Ended
	October 30, 2010

Net sales	$	290,560
Less:
Cost of sales, including occupancy and buying costs		153,134
Selling, general and administrative expenses		81,006
Depreciation and amortization		10,012

Operating income	$	46,408

~~Noncontrolling interest income (loss) amounts for the thirteen weeks ended April 24, 2010 and April 25, 2009 were ($0~~3.~~1) million and ($0.1) million, respectively.~~ ~~For the thirty-nine weeks ended April 24, 2010 and~~Recent ~~April~~Accounting 25, 2009, noncontrolling interest income (loss) amounts were ($0.2) million and ($0.4) million, respectively. Noncontrolling interest income amounts are not presented separately in the Condensed Consolidated Statements of Operations due to immateriality, but are reflected within the “Other income” line item.Pronouncements

Change in method of accounting for convertible senior notes

In May 2008, the FASB issued ASC 470-20 Debt - Debt with Conversion and Other Options, new accounting guidance on debt with conversion and other options (formerly known as FASB Staff Position APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion). This guidance specifies that issuers of such instruments should separately account for the liability and equity components in a manner that reflects the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. The guidance requires retrospective application of its provisions and it does not affect our cash flows.

Since our 2.5% Convertible Senior Notes due December 2024 (the “Notes”) were within the scope of this guidance, we adopted this guidance on July 26, 2009, and, accordingly, we adjusted the accompanying Condensed Consolidated Balance Sheet as of July 25, 2009 and the Condensed Consolidated Statement of Operations for the thirteen weeks and thirty-nine weeks ended April 25, 2009 on a retrospective basis. Upon adoption, we estimated the fair value, as of the date of issuance, of the Notes, assuming an 8.0% non-convertible borrowing rate, to be $81.6 million. The difference between the fair value and the principal amount of the notes was $33.4 million. This amount was retrospectively recorded as a debt discount and as an increase to additional paid-in capital as of the issuance date. The discount was being accreted to interest expense over the seven-year period to the first put date of the Notes in 2011, resulting in an increase in non-cash interest expense in prior periods. The retrospective application to our Condensed Consolidated Statements of Operations resulted in an additional pre-tax non-cash interest expense of approximately $5.2 million, $4.8 million, $4.4 million, $4.0 million and $2.2 million for the fiscal years 2009, 2008, 2007, 2006 and 2005, respectively. The impact on our quarterly statements resulted in a pre-tax non-cash interest expense of $2.8 million for the thirty-nine weeks ended April 24, 2010. Additionally, the retrospective application to our quarterly statements resulted in a pre-tax non-cash interest expense of $1.3 million for the thirteen weeks ended April 25, 2009 and $3.8 million for the thirty-nine weeks ended April 25, 2009. See Note 10 regarding the tender offer for the Notes. There is no further impact of this standard since the tender offer extinguished the Notes.

The following tables set forth the effect of the retrospective application on certain previously reported items in accordance with the new accounting guidance on debt with conversions and other options, and the new accounting guidance on noncontrolling interest in consolidated financial statements.

The Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(Amounts in thousands)

	Previously Reported		Convertible			Non- controlling
	Consolidated		Senior Note			Interest			Consolidated
	July 25, 2009		Impact			Impact			July 25, 2009
ASSETS
Current Assets:
Cash and cash equivalents	$	240,763	$	—		$	—		$	240,763
Investment securities		112,998								112,998
Merchandise inventories		193,979								193,979
Prepaid expenses and other current assets		17,874		1,167						19,041
Total Current Assets		565,614		1,167			—			566,781
Property and Equipment, net		277,913								277,913
Other Intangible Assets, net		104,932								104,932
Goodwill		131,368					(712	)		130,656
Investment Securities		30,813								30,813
Deferred Income Taxes		3,091								3,091
Other Assets		18,090		(3,104	)					14,986
TOTAL ASSETS	$	1,131,821	$	(1,937	)	$	(712	)	$	1,129,172

(continued)

The Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(Amounts in thousands)

	Previously Reported			Convertible			Non- controlling
	Consolidated			Senior Note			Interest			Consolidated
	July 25, 2009			Impact			Impact			July 25, 2009
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable – trade	$	138,940		$	—		$	—		$	138,940
Accrued salaries, wages and related expenses		32,116									32,116
Other accrued expenses		49,450									49,450
Customer liabilities		13,999									13,999
Income taxes payable		7,491									7,491
Deferred income taxes		2,775			4,630						7,405
Current portion of long-term debt		1,347									1,347
Convertible Senior Notes		115,000			(13,646	)					101,354
Total Current Liabilities		361,118			(9,016	)		—			352,102
Long-term debt		26,062									26,062
Lease related liabilities		67,772									67,772
Deferred compensation and other long-term Liabilities		50,789									50,789
Total Liabilities		505,741			(9,016	)		—			496,725
Commitments and Contingencies
Shareholders' Equity:
Preferred stock		—									—
Common stock		3,012									3,012
Additional paid-in capital		125,790			19,487						145,277
Retained earnings		505,685			(12,408	)		490			493,767
Accumulated other comprehensive (loss)		(8,407	)								(8,407	)
Total The Dress Barn, Inc. Shareholders’ Equity		626,080			7,079			490			633,649
Noncontrolling Interest		—			—			(1,202	)		(1,202	)
Total Shareholders’ Equity		626,080			7,079			(712	)		632,447
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,131,821		$	(1,937	)	$	(712	)	$	1,129,172

The Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

(Amounts in thousands, except per share data)

	For the Thirteen Weeks Ended April 25, 2009
	Previously			Convertible
	Reported			Senior Note
	Consolidated			Impact			Consolidated
Net sales	$	375,709		$	—		$	375,709
Cost of sales, including occupancy and buying costs (excluding depreciation which is shown separate below)		220,642						220,642
Selling, general and administrative expenses		103,057						103,057
Depreciation and amortization		11,715						11,715
Operating income		40,295			—			40,295
Interest income		1,046						1,046
Interest expense		(1,208	)		(1,307	)		(2,515	)
Other income (expense)		(296	)					(296	)
Earnings (loss) before provision for income taxes		39,837			(1,307	)		38,530
Provision for income taxes (benefit)		15,986			(517	)		15,469
Net earnings (loss)	$	23,851		$	(790	)	$	23,061
Earnings (loss) per share:
Basic *	$	0.40		$	(0.01	)	$	0.38
Diluted *	$	0.39		$	(0.01	)	$	0.37
Weighted average shares outstanding:
Basic		59,927			59,927			59,927
Diluted		61,774			61,774			61,774

* Amounts do not add across due to rounding.

The Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

(Amounts in thousands, except per share data)

	For the Thirty-Nine Weeks Ended April 25, 2009
	Previously			Convertible
	Reported			Senior Note
	Consolidated			Impact			Consolidated
Net sales	$	1,095,308		$	—		$	1,095,308
Cost of sales, including occupancy and buying costs (excluding depreciation which is shown separate below)		680,356						680,356
Selling, general and administrative expenses		308,732						308,732
Depreciation and amortization		36,030						36,030
Operating income		70,190			—			70,190
Interest income		4,470						4,470
Interest expense		(3,620	)		(3,832	)		(7,452	)
Other income		609						609
Earnings (loss) before provision for income taxes		71,649			(3,832	)		67,817
Provision for income taxes (benefit)		28,382			(1,516	)		26,866
Net earnings (loss)	$	43,267		$	(2,316	)	$	40,951
Earnings (loss) per share:
Basic	$	0.72		$	(0.04	)	$	0.68
Diluted	$	0.70		$	(0.04	)	$	0.66
Weighted average shares outstanding:
Basic		60,046			60,046			60,046
Diluted		62,229			62,229			62,229

4. Recent Accounting Pronouncements

Recently Adopted

The FASB has codified a single source of U.S. Generally Accepted Accounting Principles, the Accounting Standards Codification (“Codification”). The Codification became effective for financial statements issued for interim and annual periods ending after September 15, 2009, including our first quarter of fiscal 2010. The Codification is for disclosure purposes only and did not impact our financial position, results of operations or cash flows. Unless needed to clarify a point to readers, we will refrain from citing specific section references when discussing application of accounting principles or addressing new or pending accounting rule changes.

In December 2007, the FASB issued new accounting guidance on business combinations. The guidance establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. The accounting guidance also establishes disclosure requirements that will enable users to evaluate the nature and financial effects of the business combination. This guidance is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008 (our fiscal 2010). We applied this guidance to the Justice Merger, which was completed on November 25, 2009.

In February 2008, the FASB issued new accounting guidance on fair value measurement for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). This guidance became effective beginning with our fiscal year 2010. The adoption of the new guidance did not have a material impact on our consolidated financial position, results of operations or cash flows.

In March 2008, the FASB issued new accounting guidance on derivatives and hedging. The new accounting guidance amends and expands disclosure requirements to provide a better understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and their effect on an entity’s financial position, financial performance and cash flows. This guidance is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 (our fiscal 2010), with early application encouraged. The adoption of the new guidance did not have a material impact on our consolidated financial position, results of operations or cash flows.

In April 2008, the FASB issued new accounting guidance on intangible assets. This guidance amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The objective of this guidance is to improve the consistency between the useful life of a recognized intangible asset and to improve the period of expected cash flows used to measure the fair value. The guidance applies to all intangible assets, whether acquired in a business combination or otherwise, and shall be effective for financial statements issued for fiscal years beginning after December 15, 2008 (our fiscal 2010), and interim periods within those fiscal years and should be applied prospectively to intangible assets acquired after the effective date. Early adoption is prohibited. The adoption of this new guidance did not have a material impact on our consolidated financial position, results of operations or cash flows.

In August 2009, the FASB issued guidance on the measurement of liabilities at fair value, effective for the first reporting period, including interim periods, beginning after issuance (our second quarter of fiscal 2010). The guidance provides clarification that in circumstances in which a quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value using a valuation technique that uses the quoted price of an identical liability when traded as an asset or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets. If none of this information is available, an entity should use a valuation technique in accordance with existing fair valuation principles. The adoption of this new guidance did not have a material impact on our consolidated financial position, results of operations or cash flows.

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06 “Fair Value Measurements and Disclosures – Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”). ASU 2010-06 requires new disclosures for significant transfers in and out of Level 1 and 2 of the fair value hierarchy and the activity within Level 3 of the fair value hierarchy. The updated guidance also clarifies existing disclosures regarding the level of disaggregation of assets or liabilities and the valuation techniques and inputs used to measure fair value. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2009, with the exception of the new Level 3 activity disclosures, which are effective for interim and annual reporting periods beginning after December 15, 2010. The Company adopted the applicable disclosure requirements beginning in the third quarter of our fiscal 2010. The adoption of this new guidance did not have a material impact on our consolidated financial position, results of operations or cash flows.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events – Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”). ASU 2010-09 reiterates that an SEC filer is required to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated. The updated guidance was effective upon issuance. The Company adopted ASU 2010-09 during the second quarter of fiscal 2010. The adoption of this new guidance did not have a material impact on our consolidated financial position, results of operations or cash flows.

Recently Issued

In ~~June 2009~~January 2010, the FASB issued ASU ~~authoritative~~No. ~~guidance~~2010-06, on“Fair ~~the~~Value ~~accounting~~Measurements ~~for~~and ~~transfers~~Disclosures of(Topic ~~financial~~No. ~~assets,~~820): ~~effective~~Improving ~~for~~Disclosures ~~the~~about ~~first~~Fair ~~annual~~Value Measurements” ~~reporting~~(ASU ~~period that~~2010-06). This ~~begins~~ASU ~~after~~provides ~~November~~amendments ~~15,~~that ~~2009,~~will require ~~for~~more ~~interim~~robust ~~periods~~disclosures ~~within~~about the ~~first~~different ~~annual period,~~classes of assets and liabilities ~~thereafter~~measured ~~(our~~at ~~fiscal~~fair ~~2011). This~~value, ~~new~~the ~~guidance~~valuation ~~improves~~techniques and inputs used, the ~~relevance,~~activity ~~representational~~in ~~faithfulness~~Level ~~and~~3 ~~comparability~~fair ofvalue measurements and the transfers between Levels ~~information~~1, ~~that~~2, aand 3. ASU 2010-06 is effective for interim and annual reporting ~~entity~~periods ~~provides~~beginning inafter ~~its~~December ~~financial~~15, ~~statements~~2009, ~~about~~except ~~a transfer~~for ofthe ~~financial~~disclosures about ~~assets~~purchases, sales, issuances and settlements in the ~~effects~~roll offorward aactivity in ~~transfer~~Level on3 ~~its~~fair ~~financial~~value measurements. These disclosures are effective ~~position,~~for ~~financial~~fiscal ~~performance~~years ~~and~~beginning ~~cash~~after ~~flows~~December 15, 2010 and afor ~~transferor’s~~interim ~~continuing~~periods ~~involvement,~~within ifthose ~~any,~~fiscal inyears. Early ~~transferred~~application ~~financial assets~~is permitted. WeThis ~~have~~aspect ~~not completed~~of ~~our~~the ~~evaluation~~standard ofwill be effective for the Company ~~potential~~for ~~impact,~~the iffiscal ~~any~~year ending July 28, of2012 ~~the~~(Fiscal ~~adoption~~2012). We ofdo not ~~this~~expect ~~new~~the ~~guidance~~implementation to have a material impact on our ~~consolidated~~ financial position, results of operations or cash flows.

In June 2009, the FASB issued authoritative guidance on the consolidation of variable interest entities, effective for the first annual reporting period that begins after November 15, 2009, for interim periods within the first annual period, and thereafter (our fiscal 2011). Early adoption is prohibited. The new guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities and additional disclosures for variable interests. We have not completed our evaluation of the potential impact, if any, of the adoption of this new guidance on our consolidated financial position, results of operations or cash flows.10

194. Investment Securities

~~5. Investment~~The ~~Securities~~following is a summary of our investment securities as of October 30, 2010 and July 31, 2010:

The following is a summary of our investment securities as of April 24, 2010 and July 25, 2009:

(Amounts in thousands)	October 30, 2010				July 31, 2010
	Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost
Available-for-sale securities short-term:
Municipal bonds	$	115,049	$	114,782	$	78,188	$	77,845
Auction rate securities		—		—		6,900		6,900

Total short-term Investment Securities		115,049		114,782		85,088		84,745

Available-for-sale securities long-term:
Auction rate securities		15,919		20,500		15,833		20,500

Total long-term Investment Securities		15,919		20,500		15,833		20,500

Total Investment Securities	$	130,968	$	135,282	$	100,921	$	105,245

(Amounts in thousands)	April 24, 2010				July 25, 2009
	Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost
Available-for-sale securities short-term:
Municipal bonds	$	76,092	$	75,840	$	101,655	$	100,975
Auction rate securities		—		—		4,545		4,545
Trading securities:
Auction rate securities		6,567		6,567		6,798		6,798
Total short-term Investment Securities		82,659		82,407		112,998		112,318
Available-for-sale securities long-term:
Auction rate securities		27,700		33,800		30,813		39,900
Total long-term Investment Securities		27,700		33,800		30,813		39,900
Total Investment Securities	$	110,359	$	116,207	$	143,811	$	152,218

Our investment securities have been designated as “available-for-sale” as required by the FASB accounting guidance on investment securities. Available-for-sale securities are carried at fair value with the unrealized gains and losses reported in shareholders’ equity under the caption, “Accumulated other comprehensive (loss) income”.

~~Our~~As of ~~investment~~October ~~securities~~30, ~~have~~2010 ~~been~~and ~~designated~~July as31, ~~either~~2010, “our available-for-sale” orinvestment securities ~~“trading”~~are ascomprised ~~required~~of bymunicipal ~~the~~bonds ~~FASB~~and ~~accounting~~auction ~~guidance~~rate ~~on investment~~ securities (“ARS”). ~~Available-for-sale~~The ~~securities~~primary ~~are~~objective ~~carried~~of atour ~~fair~~short-term ~~value~~investment ~~with~~securities ~~the~~is ~~unrealized~~to ~~gains~~preserve ~~and~~our ~~losses~~capital ~~reported~~for inthe ~~shareholders’~~purpose ~~equity~~of ~~under the~~funding ~~caption,~~operations. We ~~“Accumulated~~do ~~other~~not ~~comprehensive~~enter ~~(loss)~~into ~~income”. Trading securities~~short-term ~~are~~investments ~~measured~~for attrading or ~~fair~~speculative ~~market value each period~~purposes. The ~~gains or~~fair ~~losses~~value ~~due~~for tothe ~~changes~~municipal inbonds ~~fair~~is based on unadjusted quoted market ~~value~~prices ~~during~~for the ~~period~~municipal ~~are~~bonds ~~reported~~in asactive ~~realized~~markets ~~gains~~with orsufficient ~~losses,~~volume and ~~are included in our net earnings~~frequency.

AsARS ofare ~~April~~variable-rate ~~24,~~debt ~~2010~~securities. ARS ~~and~~have ~~July~~a ~~25,~~long-term ~~2009~~maturity with the interest rate being reset through Dutch auctions that are typically held every 7, 28 or 35 days. Interest is paid at the end of each auction period. The vast majority of our ARS are AAA/Aaa rated with the majority collateralized by student loans guaranteed by the U.S. government under the Federal Family Education Loan Program and the remaining securities backed by monoline insurance companies. Our net $15.9 million investments in available-for-sale ~~investment~~ARS ~~securities~~ are ~~comprised~~classified as long-term assets on our Consolidated Balance Sheets because of ~~municipal~~our ~~bonds~~inability ~~and~~to ~~auction~~determine ~~rate~~when ~~securities (“~~our investments in ARS”) could be sold. ~~The~~While ~~primary~~failures ~~objective~~in ofthe auction process have affected our ~~short-~~ability to access these funds in the near term, ~~investment~~we do not believe that the underlying securities or collateral have been permanently affected. On occasion an ARS is tocalled ~~preserve~~by ~~our~~its ~~capital~~issuer, ~~for~~as was the ~~purpose~~case during the quarter ended October 30, 2010, when we had $6.9 million of ~~funding~~ARS ~~operations~~redemptions. We dodetermined ~~not~~that ~~enter~~the ~~into~~$4.6 ~~short-term~~million ~~investments~~ARS ~~for~~valuation ~~trading~~adjustment for orthe ~~speculative~~first ~~purposes. The~~quarter ~~fair~~ended ~~value~~October ~~for~~30, 2010 was not other-than-temporary, and therefore was recorded within the ~~municipal~~accumulated ~~bonds~~other iscomprehensive (loss) income ~~based~~component onof ~~unadjusted~~shareholders’ ~~quoted~~equity ~~market~~and ~~prices~~did ~~for~~not affect our earnings. Management believes that our working capital available, excluding the ~~municipal~~funds ~~bonds~~held in ~~active markets~~ARS, ~~with~~will be sufficient ~~volume~~to ~~and~~meet ~~frequency~~our cash requirements for at least the next 12 months.

~~ARS~~We ~~are~~review ~~variable-rate~~our ~~debt~~potential ~~securities. ARS~~impairments ~~have~~in aaccordance ~~long-term~~with ~~maturity~~FASB ~~with~~accounting ~~the~~guidance on ~~interest~~investments ~~rate~~in ~~being~~debt ~~reset~~and ~~through~~equity ~~Dutch~~securities ~~auctions~~to ~~that~~determine ~~are~~if ~~typically~~the ~~held~~classification ~~every~~of 7,the 28impairment oris ~~35 days~~other-than-temporary. ~~Interest~~To isdetermine ~~paid at~~ the ~~end~~fair ~~of each auction~~value ~~period. The vast majority~~ of ~~our~~the ARS, ~~are~~we ~~AAA/Aaa~~used ~~rated with~~ the ~~majority~~ ~~collateralized~~discounted bycash ~~student~~flow ~~loans~~model, ~~guaranteed~~and byconsidered ~~the~~factors ~~U.S. government under~~such as the ~~Federal~~fact ~~Family~~that ~~Education~~historically, ~~Loan~~these ~~Program and the remaining~~ securities ~~backed~~had ~~by monoline~~identical ~~insurance~~par ~~companies. Our~~and ~~net $27.7 million investments in~~fair ~~available-for-sale~~value, ~~ARS~~and ~~are~~the ~~classified~~fact asthat ~~long-term~~rating ~~assets~~agencies onassessed ~~our~~a ~~Condensed Consolidated~~majority ~~Balance Sheets because~~ of ~~our~~these ~~inability to determine when our~~as ~~investments in ARS could be sold~~AAA/Aaa. ~~While~~If ~~failures in~~ the ~~auction process~~cost ~~have~~of ~~affected~~an ~~our~~investment ~~ability~~exceeds toits ~~access~~fair ~~these funds in the near term~~value, ~~we do~~in ~~not~~making ~~believe that~~ the ~~underlying~~judgment ~~securities~~of orwhether ~~collateral~~there ~~have~~has been ~~permanently~~other-than-temporary impairment, ~~affected. We~~we ~~determined~~consider ~~that~~available ~~the~~quantitative ~~$6.1~~and ~~million~~qualitative ~~valuation~~evidence, ~~adjustment~~including, ~~for the~~among ~~thirty-nine~~other ~~weeks ended April 24~~factors, ~~2010~~our ~~was~~intent ~~not other-than-temporary,~~ and ~~therefore~~ ~~was~~ability ~~recorded~~to ~~within~~hold the ~~other~~investment ~~comprehensive~~to ~~(loss)~~maturity, ~~income component of~~the ~~shareholders’~~duration ~~equity~~ and ~~did~~extent ~~not~~to ~~affect~~which ~~our~~the ~~earnings. Management~~fair ~~believes that~~value ~~our~~is ~~working~~less ~~capital~~than ~~available~~cost, ~~excluding~~specific ~~the~~adverse conditions ~~funds~~related ~~held~~to inthe ~~ARS,~~financial ~~will~~health ~~be sufficient~~of toand ~~meet~~business ~~our~~outlook ~~cash requirements~~ for atthe investee ~~least~~and ~~the~~rating ~~next~~agency ~~12 months~~actions.

20We periodically review our investment portfolio to determine if there is an impairment that is other-than-temporary. In evaluating whether the individual investments in the investment portfolio are not other-than-temporarily impaired, we considered the credit rating of the individual securities, the cause of the impairment of the individual securities and the severity of the impairment of the individual securities.

Under the terms of a Settlement Agreement, at our option, UBS will purchase eligible ARS from us at par value during the period June 30, 2010 through July 2, 2012. UBS has offered to also provide us with access to “no net cost” loans up to 75% of the par value of eligible ARS until June 30, 2010. We hold approximately $6.9 million, at par value, of eligible ARS with UBS. By entering into the Settlement Agreement, we (1) received the right (“Put Option”) to sell these ARS back to UBS at par, at our sole discretion, anytime during the period from June 30, 2010 through July 2, 2012, and (2) gave UBS the right to purchase these ARS or sell them on our behalf at par anytime after the execution of the Settlement Agreement through July 2, 2012. We elected to measure the Put Option under the fair value method in accordance with accounting guidance on financial instruments and transferred these long-term ARS from available-for-sale to trading investment securities at market value on our Condensed Consolidated Balance Sheets.11

~~At April 24, 2010, the fair value of the ARS and the Put Option were estimated at $6~~5.~~6 million and $0.3 million, respectively.~~ ~~We classified these trading~~Measurement ARS as short-term “Investment securities” and the Put Option was included in our short-term “Prepaid expenses and other current assets” on our Condensed Consolidated Balance Sheets due to the expected timing of ~~when~~Fair these securities will be redeemed at par value by our broker. We anticipate that any future changes in the fair value of the Put Option will be offset by the changes in the fair value of the related ARS with no material net impact to our Condensed Consolidated Statements of Operations.Value

We review our impairments in accordance with FASB accounting guidance on investments in debt and equity securities to determine if the classification of the impairment is other-than-temporary. To determine the fair value of the ARS, we used the discounted cash flow model, and considered factors such as the fact that historically, these securities had identical par and fair value, and the fact that rating agencies assessed a majority of these as AAA/Aaa. If the cost of an investment exceeds its fair value, in making the judgment of whether there has been an other-than-temporary impairment, we consider available quantitative and qualitative evidence, including, among other factors, our intent and ability to hold the investment to maturity, the duration and extent to which the fair value is less than cost, specific adverse conditions related to the financial health of and business outlook for the investee and rating agency actions.

We periodically review our investment portfolio to determine if there is an impairment that is other-than-temporary, and to date have not experienced any impairment in our investments that were other-than-temporary with the exception of the UBS ARS described above. In evaluating whether the individual investments in the investment portfolio are not other-than-temporarily impaired, we considered the credit rating of the individual securities, the cause of the impairment of the individual securities and the severity of the impairment of the individual securities.

6. Measurement of Fair Value

Fair Value Measurements of Financial Instruments

The FASB accounting guidance on fair value measurement requires certain financial assets and liabilities be carried at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). In determining fair value in accordance with this guidance, we utilize market data or assumptions that we believe market participants would use in pricing the asset or liability that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, including assumptions about risk and the risks inherent in the inputs to the valuation technique. Classification of the financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Accounting guidance on fair value measurement for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in three hierarchies that prioritize the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1

Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2

Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. The prices for the financial instruments are determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3

Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.

The table below provides our disclosure of all financial assets as of ~~April~~October 2430, 2010 ~~that~~ that are measured at fair value on a recurring basis (at least annually) into ~~the~~ the most appropriate level within the fair value hierarchy based on the inputs ~~used~~ used to determine the fair value at the measurement date. These ~~financial~~ financial assets are carried at fair value in accordance with the FASB accounting guidance on fair value measurement for certain financial assets.

Fair Value Measurements for financial assets as of April 24, 2010

(Amounts in thousands)	Fair Value Measurements for financial assets as of October 30, 2010
Description	Level 1		Level 2		Level 3		Assets at Fair Market Value
Available-for-sale securities:
Municipal bonds	$	115,049	$	—	$	—	$	115,049
Auction rate securities		—		—		15,919		15,919
Total	$	115,049	$	—	$	15,919	$	130,968

~~(Amounts in thousands)~~12

Description	Level 1		Level 2		Level 3		Assets at FairMarket Value
(Amounts in thousands)	Fair Value Measurements for financial assets as of July 31, 2010
Description	Level 1		Level 2		Level 3		Assets at Fair Market Value
Available-for-sale securities:
Municipal bonds	$	7678,~~092~~188	$	—	$	—	$	7678,~~092~~188
Auction rate securities		—		—		2722,~~700~~733		2722,~~700~~733
Trading securities		—		—		6,567		6,567
Total	$	78,188	$	—	$	22,733	$	100,921
Subtotal investment securities		76,092		—		34,267		110,359
Put Option		—		—		312		312
Total	$	76,092	$	—	$	34,579	$	110,671

22As of October 30, 2010, our financial assets utilizing Level 1 are our short-term investment securities in municipal bonds. The fair value is based on unadjusted quoted market prices for the municipal bonds in active markets with sufficient volume and frequency.

~~Fair~~Financial ~~Value~~assets ~~Measurements~~utilizing Level 3 inputs include ARS (see Note 4 for ~~financial~~further detail). The ~~assets~~fair asvalue measurements for items in Level 3 have been estimated using an income-approach model. The model considers factors that reflect assumptions market participants would use in pricing, including, among others: the collateralization underlying the investments; the creditworthiness of ~~July~~the 25counterparty; expected future cash flows, ~~2009~~including the next time the security is expected to have a successful auction; and risks associated with the uncertainties in the current market.

(Amounts in thousands)

Description	Level 1		Level 2		Level 3		Assets at FairMarket Value
Available-for-sale securities:
Municipal bonds	$	101,655	$	—	$	—	$	101,655
Auction rate securities		—		—		35,358		35,358
Trading securities		—		—		6,798		6,798
Subtotal investment securities		101,655		—		42,156		143,811
Put Option		—		—		230		230
Total	$	101,655	$	—	$	42,386	$	144,041

As of April 24, 2010, our financial assets utilizing Level 1 are our short-term investment securities in municipal bonds. The fair value is based on unadjusted quoted market prices for the municipal bonds in active markets with sufficient volume and frequency.

Financial assets utilizing Level 3 inputs include ARS and the related Put Option (see Note 5 for further detail). The fair value measurements for items in Level 3 have been estimated using an income-approach model. The model considers factors that reflect assumptions market participants would use in pricing, including, among others: the collateralization underlying the investments; the creditworthiness of the counterparty; expected future cash flows, including the next time the security is expected to have a successful auction; and risks associated with the uncertainties in the current market.

The following table provides a reconciliation of the beginning and ending balances of the investment securities measured at fair value using significant unobservable inputs (Level 3):

Level 3 (Unobservable inputs) (Amounts in thousands)	Thirteen Weeks Ended ~~April~~October 2430, 2010			~~Thirty-Nine Weeks Ended April 24, 2010~~
Balance at beginning of period	$	35,095		$	42,386
Balance at July 31, 2010	$	22,733
Realized/Unrealized gain included in earnings *		31			101
Change in temporary valuation adjustment included in other comprehensive income		86
Change in temporary valuation adjustment included in other comprehensive income		1,003			2,987
Redemptions at par		(6,900	)
Sale of trade security		(250	)		(250	)
Balance at October 30, 2010	$	15,919
Redemptions at par		(1,300	)		(10,645	)
Balance as of April 24, 2010	$	34,579		$	34,579

* Settlement Agreement- See Note 5 for further detail. Represents the amount of total gains for the period included in earnings relating to assets still held on April 24, 2010.13

Fair Value Measurements of Non-Financial Instruments

~~On July 26,~~The ~~2009, we adopted the provisions of the fair value measurement~~table ~~accounting~~below ~~and~~segregates ~~disclosure guidance related to~~ non-financial assets and ~~liabilities~~ ~~recognized or disclosed at fair value on a nonrecurring basis. Assets and~~ liabilities ~~subject~~as toof ~~this~~October ~~new~~30, ~~guidance primarily include~~2010 ~~goodwill~~that ~~and~~are ~~indefinite-lived intangible assets~~ measured at fair value ~~for impairment~~on ~~assessments,~~a ~~long-lived~~nonrecurring ~~assets~~basis ~~measured~~in atperiods ~~fair~~subsequent ~~value for impairment~~to ~~assessments~~initial ~~and~~recognition ~~non-financial~~into ~~assets~~the ~~and~~most ~~liabilities~~appropriate ~~measured~~level atwithin the fair value in ~~business~~hierarchy ~~combinations. The~~based ~~adoption of this new guidance did not have a material impact~~ on ~~our~~the ~~financial~~inputs ~~position,~~used ~~results~~to ofdetermine ~~operations~~the orfair ~~cash~~value ~~flows for~~at the measurement ~~periods presented.~~date:

~~The table~~Fair ~~below~~Value ~~segregates~~Measurements for non-financial assets and liabilities as of ~~April~~ ~~24,~~October ~~2010~~30, ~~that~~2010 are ~~measured~~as at fair value on a nonrecurring basis in periods subsequent to initial recognition into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement datefollows:

Fair Value Measurements for non-financial assets and liabilities as of April 24, 2010 are as follows:

(Amounts in thousands) Description		Total				Level 1				Level 2				Level 3				13 Week Realized Loss
Long-lived assets held and used (a)		$	144,424			$	—			$	—			$	144,424			$	1,578

(~~Amounts~~ a) The impairment charges are primarily triggered by a decline in ~~thousands)~~revenues and profitability of the respective stores. The impairment analysis related to store-level assets requires judgments and estimates of future revenues, gross margin rates and store expenses. We base these estimates upon the stores’ past performance and expected future performance based on economic and market conditions. We believe our estimates are appropriate in light of current market conditions. However, future impairment charges could be required if we do not achieve our current revenue or cash flow projections.

Description	Total		Level 1		Level 2		Level 3		13 Week Realized Loss		39 Week Realized Loss
maurices Studio Y trade name (a)	$	13,000	$	—	$	—	$	13,000	$	—	$	2,000
Long-lived assets held and used (b)		159,015		—		—		159,015		2,866		5,847
Total	$	172,015	$	—	$	—	$	172,015	$	2,866	$	7,847

When facts and circumstances indicate that the carrying values of such long-lived assets may be impaired, an evaluation of recoverability is performed by comparing the carrying values of the assets to undiscounted projected future cash flows, in addition to other quantitative and qualitative analyses. Upon indication that the carrying values of such assets may not be recoverable, we recognize an impairment loss to write down the cost of the asset group to its fair value. As a result of this evaluation and the closing of certain stores, we recorded an asset impairment and disposal charge of $1.6 million and $0.3 million during the thirteen weeks ended October 30, 2010 and October 24, 2009, respectively, in our Consolidated Statements of Operations. During the first quarter of fiscal 2010, based on the performance of the Studio Y brand, we performed an interim impairment analysis and concluded that the estimated book value of the Studio Y Trade name exceeded the fair value on October 24, 2009. Therefore, we recorded a non-cash impairment charge in the amount of $2.0 million in selling, general and administrative expenses.

~~(a)~~Fair Value ~~During the first quarter~~ of ~~fiscal~~Financial 2010, based on the performance of the Studio Y brand, we performed an interim impairment analysis and concluded that the estimated book value of the Studio Y Trade name exceeded the fair value on October 24, 2009. Therefore, we recorded a non-cash impairment charge in the amount of $2.0 million in selling, general and administrative expenses (see Note 9 for further detail).Instruments

(b) The recoverability assessment related to store-level assets requires judgments and estimates of future revenues, gross margin rates and store expenses. We base these estimates upon the store’s past and expected future performance. We believe our estimates are appropriate in light of current market conditions. However, future impairment charges could be required if we do not achieve our current revenue or cash flow projections. The impairment charges noted above are primarily related to a decline in revenues of the respective stores.

7. Fair Value of Financial Instruments

The carrying amounts and estimated fair value of our financial instruments are as follows:

(Amounts in thousands)	~~April~~October 2430, 2010				July 2531, ~~2009~~2010
	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Assets:
Cash and cash equivalents (a)	$	~~263~~249,~~266~~567	$	~~263~~249,~~266~~567	$	240,~~763~~641	$	240,~~763~~641
Restricted Cash (a)		1,~~338~~360		1,~~338~~360		—1,355		—1,355
Short-Term Investment Securities (b)		82115,~~659~~049		82115,~~659~~049		~~112~~85,~~998~~088		~~112~~85,~~998~~088
Long-Term Investment Securities (b)		2715,~~700~~919		2715,~~700~~919		3015,~~813~~833		3015,~~813~~833
Put Option (b)		312		312		230		230
Liabilities:
2.5% Convertible Senior Notes (c)		—		—		176,094		101,354
5.33% mortgage note, due July 2023 (c)		25,337		25,568		23,282		25,916
5.33% mortgage note, due July 2023 (d)		23,524		26,259		22,061		27,263
Other long-term debt (d)		116		116		122		122
Other long-term debt (e)		128		128		146		146

(a)

The fair value of cash and cash equivalents approximates their carrying amount because of the short maturities of such instruments.

(b) For more information on our investment securities ~~and Put Option~~, refer to Note ~~5 and Note 6~~4.

(c) ~~Effective~~The onfair ~~January~~value ~~22, 2010, we completed a tender offer for all~~ of the ~~outstanding~~mortgage ~~Notes.~~note ~~Fair value as of July 25, 2009~~ is based on ~~PORTAL~~the ~~(Private~~net ~~Offering~~present ~~Resale~~value ~~and~~of ~~Trading~~cash ~~through~~flows ~~Automated~~at ~~Linkage).~~estimated ~~Refer~~current tointerest ~~Note~~rates 3that ~~and~~we ~~Note~~could 10obtain for ~~further~~a ~~detail~~similar borrowing.

(d) The ~~fair~~carrying ~~value~~amount of the ~~mortgage~~other ~~note~~long-term isdebt ~~based~~approximates onfair ~~the net present~~ value ofand ~~cash~~such ~~flows~~amounts atare ~~estimated~~not ~~current~~material ~~interest~~to ~~rates~~our ~~that~~consolidated wefinancial ~~could obtain for a similar borrowing~~statements.

~~(e) The carrying amount of the other long-term debt approximates fair value.~~14

256. Property and Equipment

8. Property and Equipment

Property and equipment consisted of the following:

(Amounts in thousands)	~~April~~October 2430, 2010			July 2531, ~~2009~~2010
Property and Equipment:
Land	$	15,631		$	615,~~131~~631
Buildings		74,~~259~~958			5374,~~625~~415
Leasehold Improvements		~~277~~280,~~037~~922			~~174~~278,~~772~~864
Fixtures and Equipment		267,767			215,350
Furniture, Fixtures and Equipment		275,022			268,933
Information Technology		~~140~~153,~~110~~639			88144,~~222~~752
Construction in Progress		1920,~~903~~330			1724,~~985~~547
		794,707			556,085
		820,502			807,142
Less accumulated depreciation and amortization		(~~315~~344,~~071~~766	)		(~~278~~329,~~172~~056	)
Property and equipment, net	$	~~479~~475,~~636~~736		$	~~277~~478,~~913~~086

~~The~~7. ~~increase~~Goodwill ~~in property~~ and ~~equipment~~Other isIntangible ~~primarily due to the Justice Merger which was consummated on November 25, 2009. See Note 2 for further detail.~~Assets

~~When~~On ~~facts~~November ~~and~~25, ~~circumstances~~2009, ~~indicate~~we ~~that~~completed ~~the~~our ~~carrying~~Merger ~~values~~with ofTween ~~such long-lived~~Brands. We ~~assets~~accounted ~~may~~for bethe ~~impaired,~~Merger anin ~~evaluation~~accordance ofwith ~~recoverability~~FASB isaccounting ~~performed~~guidance byand, ~~comparing~~accordingly, the ~~carrying~~excess ~~values~~purchase ofprice over the ~~assets~~fair tomarket ~~projected~~value ~~future~~of ~~cash flows, in~~the ~~addition~~underlying tonet ~~other~~assets ~~quantitative~~acquired, ~~and~~or ~~qualitative analyses~~$99. ~~Upon indication~~0 ~~that~~million, ~~the~~was ~~carrying~~allocated ~~values~~to goodwill. Goodwill ofamortization ~~such~~for ~~assets~~this ~~may~~transaction ~~not~~is ~~be recoverable, we~~not ~~recognize~~deductible anfor ~~impairment~~tax ~~loss~~purposes. In asconjunction awith ~~charge~~the ~~against~~Merger, ~~current~~we ~~operations. As~~acquired a“Justice” ~~result~~brand trademarks ofand ~~this~~service ~~evaluation~~marks, ~~and~~including the ~~closing~~mark ~~of certain stores~~“Justice”, wewhich ~~recorded~~is anused ~~asset~~to identify ~~impairment~~merchandise and ~~disposal~~services ~~charge of $2.9 million~~ and ~~$1.2~~ ~~million~~rights ~~during~~to the ~~thirteen~~“Limited ~~weeks~~Too” ~~ended April 24, 2010 and April 25,~~trade ~~2009~~name. WeCertain ~~recorded~~of anthese ~~asset~~marks ~~impairment~~are ~~and~~registered ~~disposal~~with ~~charge~~the ~~of $7~~U.~~8 million (of which $5~~S.8 ~~million~~Patent ~~relates~~and Trademark toOffice ~~fixed assets~~ and ~~$2.0~~certain ~~million~~foreign ~~relates to~~jurisdictions ~~intangible~~in ~~assets)~~which ~~and~~we $5conduct business.2 These ~~million~~marks ~~during~~are ~~the~~important ~~thirty-nine~~to ~~weeks ended April 24~~us, ~~2010~~ and ~~April~~we ~~25,~~intend ~~2009~~to, ~~respectively, in our Condensed Consolidated~~directly ~~Statements~~or ofindirectly, ~~Operations~~maintain ~~(see~~and ~~Note~~protect 6these ~~for~~marks ~~further~~and ~~detail)~~their registrations.

9. Goodwill and Other Intangible Assets

On November 25, 2009, we completed our Merger with Tween Brands. We accounted for the acquisition as a purchase and, accordingly, the excess purchase price over the fair market value of the underlying net assets acquired, or $99.0 million, was allocated to goodwill. During the quarter ended April 24, 2010, we recorded an increase to goodwill in the amount of approximately $2.8 million relating to the finalization of certain tangible and intangible asset values, an adjustment to our lease related liabilities and the adjustment of a litigation accrual. Goodwill amortization for this transaction is not deductible for tax purposes. In conjunction with the Merger, we acquired “Justice” brand trademarks and service marks, including the mark “Justice”, which is used to identify merchandise and services. Certain of these marks are registered with the U.S. Patent and Trademark Office and certain foreign jurisdictions in which we conduct business. These marks are important to us, and we intend to, directly or indirectly, maintain and protect these marks and their registrations.

In January 2005, we acquired the outstanding stock of Maurices Incorporated. We accounted for the acquisition as a purchase and, accordingly, the excess purchase price over the fair market value of the underlying net assets acquired, or $130.7 million, was allocated to goodwill. Goodwill amortization for this transaction is deductible for tax purposes. In conjunction with this transaction, we acquired the “maurices” and “Studio Y” brands and trademarks.

26In accordance with the FASB accounting guidance on goodwill and intangible assets, the amortization of goodwill and indefinite-life intangible assets is replaced with annual impairment tests. We perform an impairment test at least annually in our fiscal month of June or whenever we identify certain triggering events that may indicate impairment. We assess the fair value of our indefinite-lived intangible assets, such as trade names and franchise rights, using a discounted cash flow model based on royalties estimated to be derived in the future use of the asset if we were to license the use of the assets. An impairment charge for indefinite-lived intangible assets is recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date. We considered whether specific impairment indicators were present, such as plans to abandon (for which there were no such plans). There were no cumulative goodwill losses to date.

~~We became~~Other aidentifiable ~~majority~~intangible ~~owner~~assets consist of ancustomer ~~equity~~relationships ~~investment~~and inproprietary software ~~the~~technology ~~first~~and ~~quarter~~defensive ofintangible ~~fiscal~~assets related to a certain ~~2009~~trademark. WeOwned ~~began~~trade ~~consolidating~~names ~~the~~and ~~subsidiary’s~~franchise ~~financial~~rights ~~results~~were ~~with~~determined to ~~our~~have ~~financials~~an inindefinite ~~the~~life ~~first~~and ~~quarter~~therefore ofare ~~fiscal~~not ~~2009~~amortized. Customer relationships, ~~which~~proprietary ~~was~~technology ~~reflected~~and ~~in goodwill~~defensive inassets ~~the~~constitute ~~amount~~our identifiable ofintangible ~~$0.7~~assets ~~million. Pursuant~~subject to ~~the~~amortization, ~~transition~~which are amortized over ~~provisions,~~their weuseful ~~adopted~~lives ~~the~~on ~~new~~a ~~FASB~~straight ~~accounting~~line ~~guidance~~basis. A onfair ~~consolidation,~~value was not ~~related~~assigned to the ~~accounting~~customer ~~for~~relationships ~~noncontrolling~~acquired ~~interests~~ in ~~consolidated~~connection ~~financial statements. We~~with ~~have~~the ~~retroactively~~Justice ~~adjusted~~Merger ~~our~~because ~~fiscal 2009~~under ~~presentation~~the tovaluation ~~reflect~~analysis ~~the~~income ~~noncontrolling~~approach ~~interest~~the ~~portion~~value of ~~our~~the ~~equity investment. Accordingly,~~customer weloyalty ~~reclassed~~and ~~our~~the resulting ~~prior~~relationship ~~equity~~was ~~investment adjustment~~offset ofby ~~$0.7~~the ~~million~~costs ~~from~~associated ~~goodwill~~with the asset.

~~The~~As part ~~following~~of ~~analysis~~the ~~details~~Justice ~~the~~Merger, we ~~changes~~also acquired favorable leases of $7.0 million classified in ~~goodwill~~the ~~for~~long-term section ~~each~~under ~~reportable~~“Other ~~segment~~Assets” in our balance sheet. Favorable lease ~~during~~rights are amortized over the ~~nine~~favorable ~~months~~lease ~~ended~~term ~~April~~and ~~24,~~assessed ~~2010:~~for impairment in accordance with ASC 350-35.

(Amounts in thousands)	maurices		Justice		Total
Balance at July 25, 2009	$	130,656	$	—	$	130,656
Justice Merger		—		99,005		99,005
Balance at April 24, 2010	$	130,656	$	99,005	$	229,661

In accordance with the FASB accounting guidance on goodwill and intangible assets, the amortization of goodwill and indefinite-life intangible assets is replaced with annual impairment tests. We perform an impairment test at least annually in our fiscal month of June or whenever we identify certain triggering events that may indicate impairment. We assess the fair value of our indefinite-lived intangible assets, such as trade names, using a discounted cash flow model based on royalties estimated to be derived in the future use of the asset if we were to license the use of the assets. An impairment charge for indefinite-lived intangible assets is recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date. We considered whether specific impairment indicators were present, such as plans to abandon (for which there were no such plans). There were no cumulative goodwill losses to date.

Other intangible assets were comprised of the following as of October 30, 2010:

(Amounts in thousands)
Description	Expected Life	Average Remaining Life	Gross Intangible Assets		Accumulated Amortization			Net Intangible Assets
Indefinite lived intangible assets:
maurices Trade Names	Indefinite	—	$	89,000	$	—		$	89,000
maurices Studio Y Trade Name	Indefinite	—		13,000		—			13,000
Justice Trade Name (a)	Indefinite	—		66,600		—			66,600
Justice Franchise Rights (b)	Indefinite	—		10,900		—			10,900

Finite lived intangible assets:
maurices Customer Relationship	7 years	1 year		2,200		(1,833	)		367
maurices Proprietary Technology	5 years	—		1,814		(1,814	)		—

Justice Limited Too Trade Name (c)	7 years	6 years		1,600		(210	)		1,390
Justice Proprietary Software Technology (d)	6 years	5 years		4,800		(776	)		4,024
Total			$	189,914	$	(4,633	)	$	185,281

Other identifiable intangible assets consist of customer relationships and proprietary technology. Trade names and franchise rights were determined to have an indefinite life and therefore are not amortized. Customer relationships, proprietary technology and defensive assets constitute our identifiable intangible assets subject to amortization, which are amortized over their useful lives on a straight line basis. A fair value was not assigned to the customer relationships from the Justice Merger because under the valuation analysis income approach the value of the customer loyalty and the resulting relationship was offset by the costs associated with the asset and the relatively short life of the customer relationship.

Other intangible assets were comprised of the following as of July 31, 2010:

(Amounts in thousands)
Description	Expected Life	Average Remaining Life	Gross Intangible Assets		Accumulated Amortization			Net Intangible Assets
Indefinite lived intangible assets:
maurices Trade Names	Indefinite	—	$	89,000	$	—		$	89,000
maurices Studio Y Trade Name	Indefinite	—		13,000		—			13,000
Justice Trade Name (a)	Indefinite	—		66,600		—			66,600
Justice Franchise Rights (b)	Indefinite	—		10,900		—			10,900

Finite lived intangible assets:
maurices Customer Relationship	7 years	1 year		2,200		(1,755	)		445
maurices Proprietary Technology	5 years	—		3,165		(3,165	)		—

Justice Limited Too Trade Name (c)	7 years	6 years		1,600		(152	)		1,448
Justice Proprietary Software Technology (d)	6 years	5 years		4,800		(565	)		4,235
Total			$	191,265	$	(5,637	)	$	185,628

We also acquired favorable leases of $7.0 million classified in the other long-term assets in our balance sheet. Favorable lease rights are amortized over the favorable lease term and assessed for impairment in accordance with ASC 350-35.

During the first quarter of fiscal 2010, we performed an interim impairment analysis and concluded that the book value of the Studio Y trade name exceeded the fair value. As a result, we recorded a non-cash impairment charge in the amount of $2.0 million in selling, general and administrative expenses in the first quarter of fiscal 2010. For testing purposes, the fair value was estimated based on projections of future years’ operating results and associated cash flows. Should the improved operating results reflected in these projections not materialize, future impairment charges may be required.

Other intangible assets were comprised of the following as of April 24, 2010:

(Amounts in thousands)

Description	Expected Life	AverageRemainingLife	GrossIntangibleAssets		AccumulatedAmortization			NetIntangibleAssets
Indefinite lived intangible assets:
maurices Trade Names	Indefinite	—	$	102,000	$	—		$	102,000
Justice Trade Name (a)	Indefinite	—		66,600		—			66,600
Justice Franchise Rights (b)	Indefinite	—		10,900		—			10,900
Finite lived intangible assets:
maurices Customer Relationship	7 years	2 years		2,200		(1,676	)		524
maurices Proprietary Technology	5 years	—		3,298		(3,298	)		—
Justice Limited Too Trade Name (c)	7 years	7 years		1,600		(95	)		1,505
Justice Proprietary Technology (d)	5 years	5 years		4,800		(353	)		4,447
Total			$	191,398	$	(5,422	)	$	185,976

(a)

Fair value was determined using a discounted cash flow model that incorporates the relief from royalty (RFR) method. Significant assumptions included, among other things, estimates of future cash flows, royalty rates and discount rates. This asset was assigned an indefinite useful life because it is expected to contribute to cash flows indefinitely.

(b)

Fair value of these international franchise rights was determined using a discounted cash flow model that incorporates the RFR method. This asset was assigned an indefinite useful life because it is expected to contribute to cash flows indefinitely.

(c)

Fair value was determined using the RFR method. This meets the definition of a defensive asset under ASC 350-30-25-5, and was assigned a remaining life of seven years, which represents the lifecycle of the average Justice customer.

(d)

Fair value was determined using the cost approach, as it consists of internally developed software that does not have an identifiable revenue stream. The remaining life is the estimated obsolescence rate determined for each identified asset.

~~Other intangible assets were comprised of the following as of July 25, 2009:~~16

~~(Amounts~~Based on our customer relationship, proprietary technology and Limited Too Trade Name balances as of October 30, 2010, we expect the related amortization expense for the remainder fiscal 2011 to be approximately $1.0 million, $1.2 million in fiscal ~~thousands)~~2012, $1.1 million in fiscal 2013, $1.1 million in fiscal 2014 and $1.1 million in fiscal 2015.

Description	Expected Life	Gross IntangibleAssets		AccumulatedAmortization			Net IntangibleAssets
maurices:
Customer Relationship	7 years	$	2,200	$	(1,440	)	$	760
Proprietary Technology	5 years		3,298		(3,126	)		172
Trade Names	Indefinite		104,000		—			104,000
Total		$	109,498	$	(4,566	)	$	104,932

8. Debt

Based on our customer relationship and proprietary technology balances as of April 24, 2010, we expect the related amortization expense for the remainder fiscal 2010 to be approximately $0.3 million, $1.4 million in fiscal 2011, $1.2 million in fiscal 2012, $1.1 million in fiscal 2013, $1.1 million in fiscal 2014 and $1.1 million in fiscal 2015.

Debt consists of the following:
(Amounts in thousands)	October 30, 2010			July 31, 2010
5.33% mortgage note, due July 2023	$	25,568		$	25,916
Other		116			122
		25,684			26,038
Less: current portion		(1,440	)		(1,421	)
Total long-term debt	$	24,244		$	24,617

28Scheduled principal payments of the above debt for each of the next five fiscal years and beyond, is as follows: $1.4 million, $1.5 million, $1.6 million, $1.7 million, $1.8 million and $17.7 million, respectively.

10. Debt

Debt consists of the following: (Amounts in thousands)	April 24, 2010			July 25, 2009
5.33% mortgage note, due July 2023	$	26,259		$	27,263
2.5% Convertible Senior Notes		—			101,354
Other		128			146
	$	26,387		$	128,763
Less: current portion		(1,402	)		(102,701	)
Total long-term debt	$	24,985		$	26,062

In May 2008, the FASB issued new accounting guidance on debt with conversion and other options. This guidance specifies that issuers of such instruments should separately account for the liability and equity components in a manner that reflects the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. The guidance requires retrospective application of its provisions and it does not affect our cash flows. On July 26, 2009 we adopted this guidance, and accordingly, we adjusted the accompanying Condensed Consolidated Balance Sheet as of July 25, 2009 and the Condensed Consolidated Statement of Operations for the thirteen weeks and thirty-nine weeks ended April 25, 2009 on a retrospective basis. The adoption of this guidance resulted in approximately $33.4 million of the carrying value of the Notes to be reclassified to equity as of the December 2004 issuance date. This amount represents the equity component of the proceeds from the Notes calculated assuming an 8.0% non-convertible borrowing rate. The discount was being accreted to interest expense over the seven-year period to the first put date of the Notes in 2011. The effect of the retrospective application on our Condensed Consolidated Statements of Operations reflected an additional pre-tax non-cash interest expense of approximately $5.2 million, $4.8 million, $4.4 million, $4.0 million and $2.2 million for fiscal years 2009, 2008, 2007, 2006, and 2005, respectively.

Additionally, the effect of the retrospective application on our quarterly results on a pre-tax non-cash interest expense basis for the thirteen weeks ended April 25, 2009 was $1.3 million and for the thirty-nine weeks ended April 25, 2009 was $3.8 million. The impact on our quarterly statements resulted in a pre-tax non-cash interest expense of $2.8 million for the thirty-nine weeks ended April 24, 2010. See Note 3 for further discussion of this adoption.

Mortgage Note

In connection with the purchase of our Suffern facility, ~~Dunnigan~~in ~~Realty,~~July ~~LLC~~2003, inDunnigan ~~July 2003~~Realty, LLC borrowed $34.0 million under a 5.33% rate mortgage loan. This mortgage loan (the “Mortgage”) is collateralized by a mortgage lien on our Suffern facility, of which the major portion is ~~our~~ dressbarn’s corporate offices and ~~dressbarn’s~~ distribution center. Payments of principal and interest on the Mortgage, a 20-year fully amortizing loan, are due monthly through July 2023. In connection with the Mortgage, we paid approximately $1.7 million in debt issuance costs. These costs were deferred and included in “Other Assets” on our ~~Condensed~~ Consolidated Balance Sheets and are being amortized to interest expense over the life of the Mortgage. Our monthly mortgage payment amount is $0.2 million.

Convertible Senior Notes Debt Extinguishment

During the second quarter of fiscal year 2010 ended January 23, 2010, we conducted a tender offer for our Convertible Senior Notes (the “Offer”). All of the outstanding Convertible Senior Notes (the “Notes”), with an aggregate balance of $112.5 million, were validly tendered for exchange and not withdrawn as of January 23, 2010, the expiration date of the ~~Offer. Therefore,~~ ~~the Company was contractually obligated to the terms of the exchange as of January 23, 2010 and we recorded the~~ Offer ~~in our second quarter consolidated financial statements~~. Total ~~consideration~~ consideration for the Offer was $273.4 million and was comprised of: cash of $112.5 million for the face amount of the Notes; cash of $4.5 million as inducement to exchange ($40 per $1,000 principal amount of the Notes); and the issuance of approximately 6.2 million shares of our common stock valued at $156.4 million. The fair value of the Notes tendered equaled $101.9 million as of January 23, 2010. Each $1,000 Note holder was entitled to receive the following: 1) the $1,000 principal amount of the Note, 2) a $40 inducement for conversion of the Notes, 3) accrued and unpaid interest in the amount of $2.92 and 4) 55.3341 shares of our common stock with a value of $1,389.99 per Note, which, based upon the closing price of our common stock on the expiration date of the Offer, equated to an aggregate fair value of $2,432.91 per Note. As a result of the Offer, the Company reduced its deferred tax liabilities by $14.6 million and reduced its taxes payable by $0.2 million, with a corresponding increase to additional paid-in capital of $14.8 million. In connection with the Offer, we recognized a loss of $5.8 million consisting of $4.5 million related to the inducement amount and $1.3 million which is equal to the difference between the net book value and the fair value of the Notes upon redemption in accordance with ASC 470-20. Previously in December 2009, in a private transaction, we accepted for exchange $2.5 million of the Notes for an aggregate cash amount of approximately $5.4 million. The loss associated with the December 2009 exchange was de minimus to our consolidated financial statements. No Notes remain outstanding.

Revolving Credit Agreement

On November 25, 2009, we entered into a $200 million revolving credit agreement (the “Credit Agreement”) with the lenders thereunder. The Credit ~~Agreement~~ ~~replaced~~Agreement ~~the~~provides ~~Company’s~~for ~~prior~~an ~~$100~~asset ~~million~~based ~~five-year~~senior secured revolving credit facility up ~~entered~~to ~~into~~ $200 million based on ~~December~~certain ~~21,~~asset ~~2005~~values and matures on November 25, 2013. The ~~prior~~credit facility ~~was~~may ~~scheduled~~be used for the issuance of letters of credit, to ~~expire~~finance onthe acquisition of working capital assets in the ordinary ~~December~~course ~~21,~~of ~~2010~~business, ~~but~~for ~~was~~capital ~~terminated~~expenditures ~~concurrently~~and ~~with~~for ~~the~~general corporate purposes. The Credit Agreement ~~becoming~~includes ~~effective~~a on$150 million letter of ~~November~~credit sublimit, of which $25 million can be used for standby letters of credit, and ~~2009~~a $20 million swing loan sublimit. WeThe ~~did~~interest ~~not~~rates, ~~incur~~pricing and ~~any~~fees ~~early~~under ~~termination~~the ~~penalties in~~Credit ~~connection~~Agreement ~~with~~fluctuate based on excess availability as defined in the ~~termination~~Credit Agreement. As of October 30, 2010, there were no borrowings outstanding under the ~~prior~~Credit ~~facility~~Agreement.

~~The~~Our Credit Agreement ~~provides~~has ~~for~~financial ancovenants ~~asset~~with ~~based~~respect ~~senior~~to, ~~secured~~among ~~revolving~~other ~~credit~~things, a ~~facility~~fixed upcharge tocoverage ~~$200~~ratio, ~~million~~as ~~based~~well onas ~~certain~~customary ~~asset~~representations, ~~values~~ warranties and ~~matures~~affirmative ~~in four years~~covenants. ~~The~~We ~~credit~~are ~~facility~~required ~~may~~to bemaintain ~~used~~the ~~for~~fixed charge ~~the~~coverage ~~issuance~~ratio offor ~~letters~~any period of ~~credit,~~ tofour ~~finance~~fiscal ~~the~~quarters ~~acquisition~~ending ofduring ~~working~~a Covenant ~~capital~~Period ~~assets~~as defined in the ~~ordinary~~Credit Agreement of at least 1.10 to ~~course~~1.00. As of ~~business~~October 30, ~~for~~2010, ~~capital~~the ~~expenditures~~actual ~~and~~fixed ~~for~~charge ~~general~~coverage ~~corporate~~ratio ~~purposes~~was 1. 72 to 1.00. The Credit Agreement ~~includes~~also acontains ~~$150~~customary ~~million~~negative covenants, ~~letter~~subject ofto ~~credit~~negotiated ~~sublimit~~exceptions, ~~of which~~including, ~~$25~~among ~~million~~others, ~~can~~on beliens, investments, ~~used~~indebtedness, ~~for~~significant ~~standby~~corporate ~~letters~~changes ofincluding ~~credit,~~mergers and acquisitions, adispositions ~~$20~~and ~~million swing~~restricted ~~loan sublimit~~payments. The ~~interest~~Credit Agreement ~~rates,~~also ~~pricing~~contains ~~and~~customary ~~fees~~events ~~under~~of ~~the Credit~~default, ~~Agreement~~such ~~fluctuate~~as ~~based~~payment defaults, oncross-defaults ~~excess~~to ~~availability~~other asmaterial ~~defined~~indebtedness, inbankruptcy and insolvency, the occurrence ~~Credit~~of ~~Agreement. There~~a ~~are currently~~defined nochange ~~borrowings~~in ~~outstanding~~control ~~under~~or the ~~Credit~~failure ~~Agreement.~~to ~~Letters~~observe ofthe negative ~~credit~~covenants ~~totaling~~and ~~$36.7~~other ~~million~~covenants ~~that~~related ~~were~~to ~~outstanding under~~ the ~~prior~~operation ~~facility~~of atour ~~November~~business. We ~~25,~~were ~~2009~~in ~~will~~compliance bewith ~~treated~~all asfinancial ~~letters~~covenants contained ofin ~~credit under~~ the Credit Agreement ~~for~~as ~~the~~of ~~same~~October ~~amount~~30, 2010.

~~The~~Our obligations under the Credit Agreement ~~contains~~are ~~customary~~guaranteed ~~representations,~~by ~~warranties~~certain ~~and~~of ~~affirmative~~our domestic ~~covenants~~subsidiaries (the “Subsidiary Guarantors”). ~~The~~As collateral security under the Credit Agreement ~~also~~and ~~contains~~the ~~customary~~guarantees ~~negative covenants~~thereof, ~~subject~~the toCompany ~~negotiated~~and ~~exceptions,~~the Subsidiary ~~including,~~Guarantors ~~among~~have ~~others,~~granted onto ~~liens, investments,~~the ~~indebtedness~~administrative agent, ~~significant~~for ~~corporate~~the ~~changes~~benefit of ~~including~~the ~~mergers and acquisitions~~lenders, ~~dispositions~~a ~~and~~first ~~restricted~~priority ~~payments. The~~lien ~~Credit Agreement~~on ~~also~~substantially ~~contains~~all ~~customary events~~ of ~~default,~~their ~~such~~tangible asand intangible ~~payment~~assets, ~~defaults~~including, ~~cross-defaults~~ towithout ~~other material indebtedness~~limitation, ~~bankruptcy~~certain ~~and~~domestic ~~insolvency~~inventory, ~~the~~ ~~occurrence~~but ofexcluding areal ~~defined~~estate. The ~~change~~Credit inAgreement ~~control~~costs orwere $4.4 million and the ~~failure~~related toamortization ~~observe~~of the ~~negative covenants~~deferred ~~and~~issuance ~~other~~costs ~~covenants~~were ~~related~~$0.3 million tofor ~~the~~first ~~operation~~quarter ofOctober ~~the~~30, ~~Company’s business~~2010.

~~Our~~As of ~~obligations~~October ~~under~~30, ~~the~~2010, ~~Credit~~we ~~Agreement~~had ~~are~~$26.8 ~~guaranteed~~million byof ~~certain~~outstanding letters of ~~our~~credit, ~~domestic~~of ~~subsidiaries~~which ~~(the “Subsidiary Guarantors”)~~$10. As4 ~~collateral~~million ~~security under~~was ~~the~~issued ~~Credit~~by ~~Agreement~~one ~~and~~of ~~the~~our ~~guarantees~~banks ~~thereof,~~and ~~the~~$16.4 ~~Company~~million ~~and~~are ~~our~~private ~~Subsidiary~~label ~~Guarantors~~letters ~~have~~of ~~granted~~credit toissued by the ~~administrative~~Company; ~~agent~~the ~~for~~outstanding ~~the~~balance ~~benefit~~is ofprimarily ~~the~~relating ~~lenders~~to insurance policies, aand ~~first~~$21.8 ~~priority~~million ~~lien~~of ontrade ~~substantially~~letters ~~all~~of credit relating to the importation of ~~their~~merchandise. ~~tangible~~As ~~and intangible~~of ~~assets~~October 30, ~~including~~2010, ~~without~~we had ~~limitation,~~$189.6 ~~certain~~million ~~domestic~~available ~~inventory, but~~under ~~excluding~~The ~~real~~Credit ~~estate~~Agreement.

~~As of April 24, 2010, we had $37~~9.~~2 million of outstanding letters of credit, of which~~ Income ~~$11.0 million was issued by one of our banks and $26.2 million are private label letters of credit secured by the Company’s assets.~~Taxes

30The effective tax rate is approximately 38.5% for the first quarter compared to 40.7% for the prior year first quarter. The lower tax rate in the current quarter as compared to the prior year first quarter is attributable to a decrease in non-deductible transaction costs and an increase in earnings in lower tax jurisdictions as a result of the Merger with Justice.

As of October 30, 2010, our gross unrecognized tax benefits, which are included in Deferred compensation and other long-term liabilities on the Condensed Consolidated Balance Sheets, were $22.1 million, including accrued interest and penalties of $4.7 million. If recognized, the portion of the liabilities for gross unrecognized tax benefits that would affect our effective tax rate, including interest and penalties, is $11.7 million. ~~Income~~Our gross unrecognized tax benefits during the three-month ~~Taxes~~period ended October 30, 2010 decreased by $1.8 million, including interest and penalties. The decrease in the gross unrecognized tax benefits was primarily attributable to an automatic accounting method change filed by the Company with the Internal Revenue Service in the current quarter.

AsWe ~~a result~~believe ofit ~~the~~is ~~Merger~~reasonably possible ~~with~~that ~~Tween~~there ~~Brands~~will ~~discussed~~be ~~in Note 2, we recorded~~ a $133.~~2 million current deferred tax asset and $~~9.2 million ~~non-current~~decrease ~~deferred tax liability~~ in ~~purchase accounting. In addition, as a result of~~ the ~~extinguishment~~ ofgross ~~the~~tax ~~Notes discussed in Note 10, we reduced our current~~liability ~~deferred~~for uncertain tax ~~liabilities~~positions bywithin ~~$14.6~~the ~~million,~~next ~~reduced~~12 ~~our~~months ~~current~~based ~~taxes~~upon ~~payable by~~potential ~~$0.2~~settlements ~~million~~ and ~~correspondingly~~the ~~increased~~expiration ~~our~~of ~~additional~~statutes ~~paid~~of limitation in ~~capital~~various bytax ~~$14~~jurisdictions.~~8 million.~~

As of April 24, 2010, our gross unrecognized tax benefits were $28.4 million, including accrued interest and penalties of $6.5 million. As a result of the Merger with Tween Brands, $9.2 million of gross unrecognized tax benefits were recorded in purchase accounting. If recognized, the portion of the liabilities for gross unrecognized tax benefits that would affect our effective tax rate, including interest and penalties, is $14.8 million. Excluding the amounts recorded in purchase accounting, discussed above, our gross unrecognized tax benefits during the three-month period ended April 24, 2010 decreased by $3.6 million, including interest and penalties. Excluding the amounts recorded in purchase accounting, discussed above, our gross unrecognized tax benefits during the nine-month period ended April 24, 2010 decreased by $4.0 million, including interest and penalties. We believe it is reasonably possible that there will be a $5.9 million decrease in the gross tax liability for uncertain tax positions within the next 12 months based upon potential settlements and the expiration of statutes of limitation in various tax jurisdictions.18

~~Effective~~We file ~~with~~income tax returns in the ~~completion~~U.S. offederal jurisdiction, various state jurisdictions and certain foreign jurisdictions. Federal periods that remain subject to examination include the ~~Merger~~tax ~~with~~period ~~Tween~~ended ~~Brands~~July on29, ~~November~~2006 through the tax period ended July 25, 2009, for the Dress Barn consolidated group and the tax ~~Tween~~period ~~Brands~~ended ~~federal~~February 3, 2007 through November 25, 2009 for the Tween Brands consolidated group. Tax ~~ceased~~periods for state jurisdictions that remain subject to ~~exist~~examination ~~and~~include the ~~companies acquired~~tax asperiod aended ~~result~~July of30, 2005 through the tax ~~Merger~~period ~~joined~~ended July 25, 2009, with few exceptions for the Dress Barn’s consolidated ~~federal~~group and for the Tween Brands consolidated group periods ended January 28, 2006 through November 25, 2009. ~~Due~~The toaudit by the ~~Merger~~Internal Revenue Service of the Dress Barn federal tax return for the fiscal period ended July 29, we2006 ~~now~~was ~~have~~concluded ~~foreign~~in Fiscal ~~operations~~2010, ~~and~~with ~~will~~the ~~now~~exception of two ~~provide~~issues ~~taxes~~which the Company has appealed. The Company believes that adequate reserves have been provided for ~~certain~~the resolution of these matters. Certain years related to foreign jurisdictions remain subject to examination.

~~We file~~The ~~income~~Company ~~tax~~has ~~returns~~provided in the additional U.S. ~~federal~~taxes ~~jurisdiction,~~required ~~various state jurisdictions and certain foreign jurisdictions. Federal periods that remain subject~~ to ~~examination~~permit ~~include~~ the ~~tax period ended July 29, 2006 through the~~future ~~tax~~repatriation ~~period~~of ~~ended~~its ~~July~~undistributed ~~25,~~foreign ~~2009~~earnings ~~for~~without ~~the~~any ~~Dress~~additional ~~Barn consolidated group and the~~ tax ~~period ended February 3, 2007 through January 31, 2009 for the Tween Brands consolidated group~~cost. ~~Tax~~ Future ~~periods~~changes ~~for state jurisdictions that remain subject~~ to ~~examination include~~ the ~~tax~~Company’s ~~period~~international ~~ended July 30, 2005 through the~~business ~~tax~~operations ~~period~~might ~~ended~~cause ~~July~~management ~~25,~~to ~~2009,~~change ~~with~~its ~~few~~assertion ~~exceptions~~in ~~for~~regard ~~the~~to ~~Dress Barn~~some ~~consolidated~~portion ~~group~~of ~~and~~these ~~for~~foreign ~~the~~earnings ~~Tween~~resulting ~~Brands~~in ~~consolidated~~a ~~group~~reversal ~~periods~~of ~~ended January~~the ~~28, 2006 through January 31, 2009. The Dress Barn~~ federal deferred tax ~~return~~ ~~for~~liability ~~the~~previously ~~fiscal period ended July 29, 2006 is currently under examination~~established. ~~Earlier years related to certain foreign jurisdictions remain subject to examination.~~

12On an ongoing basis, the Company assesses its ability to realize its deferred tax assets, and has concluded that a valuation allowance is required against certain deferred tax assets. ~~Share-Based~~During the period, the Company recorded an ~~Compensation~~increase in the valuation allowance of $0.1 million resulting in a balance of $4.3 million at October 30, 2010.

Our 2001 Stock Incentive Plan (the “2001 Plan”) provides for the granting of either Incentive Stock Options or non-qualified options to purchase shares of common stock, as well as the award of shares of restricted stock10. AtAccumulated ~~the November~~Other ~~30, 2005 Annual Shareholders Meeting, shareholders approved a total of~~Comprehensive ~~six million shares to be available for issuance~~ (~~for a total of 12 million, after giving effect to a 2-for-1 stock split payable March 31, 2006~~loss) under the 2001 Plan. As of April 24, 2010, there were approximately 2.4 million shares under the 2001 Plan available for future grant. All of our prior stock option plans have expired as to the ability to grant new options. We issue new shares of common stock when stock option awards are exercised.income

~~Stock~~Accumulated ~~option~~Other ~~awards~~Comprehensive ~~outstanding~~(loss) ~~under~~income ~~our~~(“AOCI”) ~~current~~is ~~plans~~calculated ~~have~~in ~~primarily~~accordance ~~been~~with ~~granted at~~FASB ~~exercise~~accounting ~~prices that are equal to the market value of our stock on the date of grant, generally vest over four or five years and expire no later than ten years after the grant date~~guidance. WeCumulative ~~recognize~~unrealized ~~compensation~~gains ~~expense~~and ~~ratably~~losses ~~over~~on ~~the vesting period, net of estimated forfeitures. As of April 24, 2010, there was $20.1 million of total unrecognized compensation cost related to non~~available-~~vested options, which is expected to be recognized over a remaining weighted~~for-~~average~~sale ~~vesting~~investment ~~period~~securities ofare ~~3.1~~reflected ~~years. The~~as ~~total~~AOCI ~~intrinsic value~~in ~~of options exercised during the thirteen weeks ended April 24, 2010 was~~shareholders’ ~~approximately $6~~equity.~~6 million and during the thirty-nine weeks ended April 24, 2010 was approximately $18.7 million.~~ ~~The~~See ~~total~~Note ~~fair~~4 ~~value~~for ofadditional ~~options that vested during the first nine-month period of fiscal 2010 was approximately $6~~information.~~4 million.~~

31Accumulated other comprehensive loss, net of tax, is reflected in the Consolidated Balance Sheets, as follows:

The following table summarizes the activities in all of our stock option plans and changes during fiscal 2010:

(Amounts in thousands)	October 30, 2010			July 31, 2010

Unrealized gain on short-term investments securities, net of taxes	$	267		$	343
Unrealized loss on auction rate securities, net of taxes		(4,581	)		(4,667	)
Accumulated other comprehensive loss	$	(4,314	)	$	(4,324	)

	Options			Weighted Average Exercise Price
Options outstanding – beginning of year July 26, 2009		7,192,103		$	12.20
Granted		1,355,613			19.97
Cancelled		(184,945	)		17.03
Exercised		(1,533,559	)		9.00
Options outstanding at April 24, 2010		6,829,212		$	14.33
Options exercisable at April 24, 2010		3,240,757		$	11.38
Weighted-average fair value of options granted				$	8.09

Total comprehensive income is as follows:

At April 24, 2010, we had 6,549,265 options vested and expected to vest with an aggregate intrinsic value of $105.0 million and a weighted-average remaining contractual term of 6.6 years. The options exercisable at April 24, 2010 have an aggregate intrinsic value of $61.1 million and a weighted average contractual term of 4.8 years.

	Thirteen Weeks Ended
(Amounts in thousands)	October 30, 2010		October 24, 2009
Net income	$	47,968	$	21,672
Unrealized gain on investments securities, net of taxes		10		1,015
Total comprehensive income	$	47,978	$	22,687

11. Share Repurchase Program

On September 23, 2010, our Board of Directors authorized a $100 million share repurchase program (the “2010 Program”). Under the 2010 Program, purchases of shares of our common stock may be made at our discretion from time to time, subject to market conditions and at prevailing market prices, through open market purchases or in privately negotiated transactions and will be subject to applicable SEC rules. The 2010 Program replaced the 2007 Program which had a remaining authorization of $57.4 million. There were no stock purchases during the thirteen weeks ended October 30, 2010.

12. Earnings Per Share

Basic and diluted earnings per share are calculated by dividing net earnings by the weighted-average number of common shares outstanding during each period. Diluted earnings per share reflects the potential dilution using the treasury stock method that could occur if outstanding stock options, or other equity awards from our share-based compensation plans, were exercised and converted into common stock that would then participate in net earnings. Also included in diluted earnings per share for the quarter ended October 24, 2009 is the conversion obligation of the Notes to the extent dilutive. See Note 8 for additional information. Components of basic and diluted earnings per share were as follows:

	Thirteen Weeks Ended
(Amounts in thousands, except earnings per share)	October 30,		October 24,
	2010		2009

Net earnings	$	47,968	$	21,672

Weighted-average shares outstanding during period on which basic earnings per share is calculated		78,381		60,577

Net effect of dilutive stock options, other equity awards and convertible securities based on the treasury stock method using the average market price		2,035		5,926

Weighted-average shares outstanding during period on which diluted earnings per share is calculated		80,416		66,503

Earnings per share:
Basic	$	0.61	$	0.36
Diluted	$	0.60	$	0.33

During the second quarter ended January 23, 2010, we redeemed all of the Notes in the Offer. The Notes were dilutive to earnings per share for the quarter ended October 24, 2009.

The Notes were fully redeemed as of January 27, 2010, the effective date of the Offer and, therefore, the 6.2 million shares issued upon the debt extinguishment are now included in the outstanding shares from that date. See Note 8 for further details.

The following shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:

	Thirteen Weeks Ended
(Amounts in thousands)	October 30, 2010		October 24, 2009


Shares excluded from calculation of diluted earnings per share		2,026		3,656

13. Share-Based Compensation

Our 2001 Stock Incentive Plan (the “2001 Plan”) provides for the granting of either Incentive Stock Options or non-qualified options to purchase shares of common stock, as well as the award of shares of restricted stock. At the November 30, 2005 Annual Shareholders Meeting, shareholders approved a total of six million shares to be available for issuance (for a total of 12 million, after giving effect to a 2-for-1 stock split paid March 31, 2006) under the 2001 Plan. As of October 30, 2010, there were approximately 0.6 million shares under the 2001 Plan available for future grant. All of our prior stock option plans have expired as to the ability to grant new options. We issue new shares of common stock when stock option awards are exercised.

Stock option awards outstanding under our current plans have primarily been granted at exercise prices that are equal to the market value of our stock on the date of grant, generally vest over four or five years and expire no later than ten years after the grant date. We recognize compensation expense ratably over the vesting period, net of estimated forfeitures. As of October 30, 2010, there was $28.0 million of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a remaining weighted-average vesting period of 3.3 years. The total intrinsic value of options exercised during the thirteen weeks ended October 30, 2010 was approximately $1.1 million. The total fair value of options that vested during the first three month period of fiscal 2011 was approximately $14.7 million. Compensation expense recognized for stock options during the thirteen weeks ended October 30, 2010 and October 24, 2009 was $2.5 million and $1.7 million, respectively.

The following table summarizes the activities in all Stock Option Plans and changes during fiscal 2011:

	Thirteen Weeks Ended
	October 30, 2010
	Options			Weighted Average Exercise Price
Options outstanding – as of August 1, 2010		6,720,010		$	14.42
Granted		1,461,788			23.74
Cancelled		(40,077	)		16.76
Exercised		(91,028	)		11.98

Options outstanding – as of October 30, 2010		8,050,693		$	16.12

Options exercisable – as of October 30, 2010		4,097,263		$	12.14

Weighted-average fair value of options granted				$	8.65

At October 30, 2010, we had 7,702,730 options vested and expected to vest with an aggregate intrinsic value of $56.1 million and a weighted-average remaining contractual term of 6.8 years. The options exercisable at October 30, 2010 have an aggregate intrinsic value of $44.3 million and a weighted average contractual term of 4.9 years.

The 2001 Plan also allows for the issuance of shares of restricted stock. Any shares of restricted stock are counted against the shares available for future grant limit as three shares for every one restricted share granted. In general, if options are cancelled for any reason or expire, the shares covered by such options again become available for grant. If a share of restricted stock is forfeited for any reason, three shares become available for grant.

The fair value of restricted stock awards is estimated on the date of grant based on the market price of our common stock and is amortized to compensation expense on a graded basis over the related vesting periods, which are generally two to five years. As of ~~April~~October 2430, 2010, there was $23.48 million of total unrecognized compensation cost related to non-vested restricted stock awards, which is expected to be recognized over a remaining weighted-average vesting period of 23.63 years. Compensation expense recognized for restricted stock awards during the thirteen weeks ended ~~April~~October 2430, 2010 and ~~April~~ 25October 24, 2009 was $1.0.7 million and $0.1 million~~. Compensation expense recognized for restricted stock awards during the thirty-nine weeks ended April 24~~, ~~2010 and April 25, 2009 was $1.8 million and $0.3~~ ~~million~~respectively.

~~Following is a summary of the changes in the shares of restricted stock outstanding during fiscal 2010:~~21

	Number of Shares			Weighted Average Grant Date Fair Value Per Share
Restricted stock awards at July 25, 2009		111,581		$	16.53
Granted		184,204			20.12
Vested		(94,232	)		17.29
Forfeited		(4,012	)		22.01
Restricted stock awards at April 24, 2010		197,541		$	19.40

Following is a summary of the changes in the shares of restricted stock outstanding during fiscal 2011:

	Thirteen Weeks Ended
	October 30, 2010
	Number of Shares			Weighted Average Grant Date Fair Value Per Share
Restricted stock awards, as of August 1, 2010		190,737		$	19.62
Granted		103,733			23.59
Vested		(20,295	)		17.55
Forfeited		(183	)		17.52
Restricted stock awards as of October 30, 2010		273,992		$	21.28

During each fiscal ~~2007~~year, we ~~established~~establish a Long-Term Incentive Plan (the “LTIP”) that authorizes the grant of ~~performance-based~~ restricted stock to senior executives based on the achievement of certain performance metrics versus planned amounts and certain market conditions over specified valuation periods. As The effect of ~~April~~the ~~24,~~market conditions ~~2010,~~on ~~there~~the ~~was~~restricted stock issued is reflected in the fair value on the $0grant date.03 The ~~million~~restricted ofstock ~~total~~grants ~~unrecognized~~with ~~compensation~~market ~~cost~~conditions ~~for~~are valued using a Monte-Carlo simulation model. The Monte-Carlo simulation estimates the ~~restricted~~fair ~~shares~~value based on the expected term of the award, ~~issued~~risk-free interest rate, expected dividends and the expected volatility for the Company ~~fiscal~~and ~~2007~~our ~~valuation~~peer ~~period~~group. ~~During~~The compensation expense for the ~~thirteen~~portion ~~weeks~~of ~~ended~~the ~~April~~performance ~~24,~~based ~~2010~~restricted westock ~~did~~is ~~not~~based ~~recognize~~on ~~any~~the ~~compensation~~grant ~~expense~~date fair values ~~relating~~of the awards expected to ~~certain~~vest ~~existing~~based ~~LTIP~~upon ~~valuation~~the ~~periods~~performance conditions. Compensation expense is recognized over the appropriate service period regardless of whether the market conditions are achieved. During the thirteen weeks ended ~~April~~October 2530, 2010 and October 24, 2009, we recognized a total of $0.18 million and ($0.4) million, respectively, of compensation expense relating to certain existing LTIP valuation periods. ~~During~~ ~~the~~As ~~thirty-nine~~of ~~weeks~~October ~~ended April 24~~30, 2010, there ~~and~~was ~~April~~$7.4 million of total unrecognized compensation cost related to LTIP ~~25,~~valuation ~~2009~~periods, wewhich is expected to be recognized ~~reversals~~over ina ~~the~~remaining weighted-average ~~amount~~vesting period of ~~($0~~2.4)9 years. Such ~~million~~amount ~~and~~of ~~($0.2)~~total ~~million~~unrecognized of compensation ~~expense~~cost ~~relating~~could toincrease ~~certain~~or ~~existing~~decrease ~~LTIP~~depending ~~valuation~~on the ~~periods~~achievement of the performance goals under the LTIP Plan.

The fair values of the options granted under our LTIP were estimated on the date of grant using the Monte-Carlo simulation model with the following assumptions:

	Thirteen Weeks Ended
	October 30, 2010

Weighted average risk-free interest rate		1.7	%
Weighted average expected life (years)		4.2
Expected volatility of the market price of our common stock		46.1	%
Expected dividend yield		0	%

The fair values of the options granted under our fixed stock option plans were estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

	Thirty-Nine Weeks Ended
	Thirteen Weeks Ended
	April 24, 2010			April 25, 2009
	October 30, 2010			October 24, 2009
Weighted average risk-free interest rate		2.21	%		2.64	%
Weighted average expected life (years)		34.90			4.93
Weighted average expected volatility of the market price of the Company’s common stock by grantee group		47.7	%		40.5	%
Expected volatility of the market price of our common stock		41.3	%		43.2	%
Expected dividend yield		0	%		0	%

The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. The expected life of options represents the period of time the options are expected to be outstanding and is based on historical trends. The risk-free rate is based on the yield of a U.S. Treasury strip rate with a maturity date corresponding to the expected term of the option granted. The expected volatility assumption is based on the historical volatility of our stock over a term equal to the expected term of the option granted. Option valuation models require input of highly subjective assumptions including the expected stock price volatility. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in subjective input assumptions can materially affect the fair value estimate, the actual value realized at the time the options are exercised may differ from the estimated values computed above.

Cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for options exercised (excess tax benefits) are classified as financing cash flows. For the thirteen weeks ~~and~~ended ~~thirty-nine~~October ~~weeks~~30, 2010 ~~ended~~and ~~April~~October 24, ~~2010~~2009, excess tax benefits realized from the exercise of stock options was $2.0.3 million and $52.42 million, respectively.

1314. ~~Comprehensive (Loss)~~ ~~Income~~Employee Benefit Plans

~~Comprehensive~~We ~~(loss)~~sponsor ~~income~~a ~~(“OCI”)~~defined iscontribution ~~calculated~~retirement insavings ~~accordance~~plan ~~with~~(401(k)) ~~FASB~~covering ~~accounting~~all ~~guidance~~eligible employees. ~~Cumulative~~We ~~unrealized~~also ~~gains~~sponsor ~~and~~an ~~losses~~Executive onRetirement Plan ~~available-for-sale~~(“ERP ~~investment~~Plan”) ~~securities~~for ~~are~~certain ~~reflected~~officers asand ~~accumulated~~key ~~OCI~~executives. Both inplans ~~shareholders’~~allow ~~equity. We~~participants ~~have~~to ~~recognized~~defer a ~~$6.1~~portion ~~million~~of ~~temporary~~their annual compensation and receive a ~~unrealized~~matching ~~loss~~employer incontribution ~~fair~~on ~~value~~a portion of ~~our~~that ~~ARS~~deferral. During the thirteen weeks ended October 30, ~~partially~~2010 ~~offset~~and byOctober an24, ~~unrealized~~2009, ~~gain~~we incurred expenses of approximately $02.31 million ~~from~~and ~~our~~$1.6 ~~short-term~~million, ~~investments~~respectively, ~~which~~relating to isthe ~~reflected~~contributions into ~~our accumulated~~and ~~OCI~~administration of the above plans. ~~See~~These expenses ~~Note~~are 5allocated ~~for~~to ~~additional~~cost ~~information~~of sales and selling, general and administrative expenses in accordance with our accounting policies described in Note 1.

33The ERP Plan is a non-qualified deferred compensation plan. The purpose of the ERP Plan is to attract and retain a select group of management or highly compensated employees and to provide them an opportunity to defer compensation on a pre-tax basis above IRS limitations. ERP Plan balances cannot be rolled over to another qualified plan or IRA upon distribution. Unlike a qualified plan, the Company is not required to fund the benefits payable under the Plan.

14ERP Plan participants can contribute up to 95% of base salary and bonus, before federal and state taxes are calculated. The Company may make a matching contribution to the ERP Plan in the amount of 100% matching contributions on the first 5% of base salary and bonus deferrals. ~~Share~~Such amounts were $0.8 ~~Repurchase~~million ~~Programs~~and $0.2 million for the thirteen weeks ended October 30, 2010 and October 24, 2009, respectively. There are 27 reference investment fund elections currently offered in the ERP Plan. As of October 30, 2010 and October 24, 2009, our ERP liability was $35.7 million and $28.1 million, respectively. As a result of stock market appreciation and depreciation related to the reference investments of the participant, we record charges (benefits) in our Consolidated Statement of Operations related to this plan. The nature of such a plan has the potential to create volatility in our Consolidated Statement of Operations.

OnWe also ~~September~~sponsor ~~20,~~an ~~2007,~~Employee ~~our~~Stock ~~Board~~Purchase ofPlan, ~~Directors~~which ~~authorized~~allows aemployees ~~$100~~to ~~million share~~purchase ~~repurchase program (the “2007 Program”). Under the 2007 Program, purchases of~~ shares of our ~~common~~ stock ~~may~~during beeach ~~made~~quarterly atoffering ~~our~~period ~~discretion from time to time, subject to market conditions and~~ at ~~prevailing~~a ~~market~~10% ~~prices, through~~discount ~~open~~through ~~market~~weekly ~~purchases~~payroll ~~or in privately negotiated transactions and will be subject to applicable SEC rules~~deductions. ~~The~~We ~~2007~~do ~~Program~~not ~~has~~provide noany ~~expiration~~additional ~~date~~post-retirement benefits.

~~There were no stock purchases during the thirty-nine week period ended April 24, 2010~~15. ~~The total stock purchases that have been made under the 2007~~ Program are 546,000 shares at an aggregate purchase price of approximately $4.7 million, resulting in a remaining authorized balance of $95.3 million. Treasury (reacquired) shares are retired and treated as authorized but unissued shares.Segments

15Our segment reporting structure reflects a brand-focused approach, designed to optimize the operational coordination and resource allocation of our businesses across multiple functional areas including specialty retail, e-commerce and licensing. ~~Earnings~~The three reportable segments described below represent ~~Per~~our ~~Share~~brand-based activities for which separate financial information is available and which is utilized on a regular basis by our executive team to evaluate performance and allocate resources. In identifying our reportable segments, we consider economic characteristics, as well as products, customers, sales growth potential and long-term profitability. As such, we report our operations in three reportable segments as follows:

~~Basic~~• ~~and diluted~~dressbarn ~~earnings~~segment ~~per~~– ~~share~~consists ~~are calculated by dividing net earnings by the weighted-average number~~ of ~~common shares outstanding during each period. Diluted earnings per share reflects~~ the ~~potential~~specialty ~~dilution using the treasury stock method that could occur if outstanding stock options~~retail, or ~~other~~outlet ~~equity~~and ~~awards from our share~~e-~~based~~commerce ~~compensation~~operations ~~plans, were exercised and converted into common stock that would then participate in net earnings. Also included in diluted earnings per share is the conversion obligation~~ of ~~the~~our ~~Notes~~dressbarn ~~to the extent dilutive~~brand. ~~See Note 10 for additional information. Components of basic and diluted earnings per share were as follows:~~

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
(Amounts in thousands, except earnings per share)	April 24, 2010		April 25, 2009		April 24, 2010		April 25, 2009
Net earnings	$	48,007	$	23,061	$	91,367	$	40,951
Weighted-average shares outstanding during period on which basic earnings per share is calculated		79,515		59,927		69,625		60,046
Net effect of dilutive stock options, other equity awards, and convertible securities based on the treasury stock method using the average market price		2,385		1,847		7,264		2,183
Weighted-average shares outstanding during period on which diluted earnings per share is calculated		81,900		61,774		76,889		62,229
Earnings per share:
Basic	$	0.60	$	0.38	$	1.31	$	0.68
Diluted	$	0.59	$	0.37	$	1.19	$	0.66

The Notes were dilutive to earnings per share for the thirty-nine weeks ended April 24, 2010 and the thirty-nine weeks ended April 25, 2009, as a result of our average stock price being greater than the conversion price of the Notes. In accordance with FASB accounting guidance, the number of additional shares related to the dilutive effect of the Notes was approximately 5.0 million, 0.8 million and 1.0 million shares for the thirty-nine weeks ended April 24, 2010 and the thirteen and thirty-nine weeks ended April 25, 2009, respectively. The Notes were fully redeemed as of January 22, 2010, the effective date of the Offer and, therefore, the 6.2 million shares issued upon the debt extinguishment are now included in the outstanding shares from that date. See Notes 3 and 10 for further details.

The following shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
(Amounts in thousands)	April 24,		April 25,		April 24, 2010		April 25, 2009
	2010		2009
Shares excluded from calculation of diluted earnings per share		516		4,939		1,706		4,944

16. Segments

Our segment reporting structure reflects a brand-focused approach, designed to optimize the operational coordination and resource allocation of our businesses across multiple functional areas including specialty retail, e-commerce and licensing. The three reportable segments described below represent our brand-based activities for which separate financial information is available and which is utilized on a regular basis by our chief operating decision maker to evaluate performance and allocate resources. In identifying our reportable segments, we consider economic characteristics, as well as products, customers, sales growth potential and long-term profitability. As such, we report our operations in three reportable segments as follows:

• dressbarn segment – consists of the specialty retail and outlet operations of our dressbarn and dressbarn Women brand.

•

maurices segment – consists of the specialty retail, outlet and e-commerce operations of our maurices brand.

•

Justice segment – consists of the specialty retail, outlet, e-commerce and licensing operations of our Justice brand.

~~Licensing revenue is less than 1.0% of our annual net sales. E-commerce revenue is less than 4.0% of our annual net sales.~~23

Selected financial information by reportable segment and a reconciliation of the information by segment to the consolidated totals is as follows:

35Consolidated Statements of Operations and Cash Flow Data:

Condensed Consolidated Statements of Operations and Cash Flow Data:

	Thirteen Weeks Ended
(Amounts in millions)	October 30, 2010			October 24, 2009
Net sales
dressbarn	$	240.2		$	248.0
maurices		182.5			156.1
Justice *		290.6			—
Consolidated net sales	$	713.3		$	404.1

Operating income
dressbarn	$	3.4		$	19.4
maurices		27.9			18.4
Justice *		46.4			—
Consolidated operating income		77.7			37.8
Interest income		0.4			0.7
Interest expense		(0.6	)		(2.5	)
Other income		0.5			0.5
Earnings before provision for income taxes	$	78.0		$	36.5

Depreciation and amortization
dressbarn	$	7.4		$	6.7
maurices		5.6			5.5
Justice *		10.0			—
Consolidated depreciation and amortization	$	23.0		$	12.2

Capital expenditures (a)
dressbarn	$	9.4		$	4.4
maurices		7.2			8.0
Justice *		4.1			—
Consolidated capital expenditures	$	20.7		$	12.4

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
(Amounts in millions)	April 24, 2010			April 25,2009			April 24,2010			April 25,2009
Net sales
dressbarn	$	242.5		$	223.2		$	699.7		$	652.5
maurices		177.9			152.5			497.7			442.8
Justice *		245.1			n/a			466.3			n/a
Consolidated net sales	$	665.5		$	375.7		$	1,663.7		$	1,095.3
Operating income
dressbarn	$	16.8		$	15.2		$	26.4		$	21.6
maurices		35.2			25.1			69.6			48.6
Justice *		24.7			n/a			61.6			n/a
Consolidated operating income		76.7			40.3			157.6			70.2
Loss on debt extinguishment		—			—			(5.8	)		—
Interest income		0.5			1.0			1.8			4.5
Interest expense		(0.6	)		(2.5	)		(5.9	)		(7.5	)
Other income		0.5			(0.3	)		1.5			0.6
Consolidated earnings before income taxes	$	77.1		$	38.5		$	149.2		$	67.8
Depreciation and amortization
dressbarn	$	6.7		$	6.9		$	20.2		$	21.0
maurices		4.9			4.8			15.7			15.0
Justice *		8.4			n/a			14.0			n/a
Consolidated depreciation and amortization	$	20.0		$	11.7		$	49.9		$	36.0
Capital expenditures
dressbarn	$	8.4		$	10.1		$	16.0		$	23.0
maurices		6.3			7.7			21.4			22.3
Justice *		3.2			n/a			5.3			n/a
Consolidated capital expenditures	$	17.9		$	17.8		$	42.7		$	45.3

(a)	Capital expenditures do not include fixed asset accruals of $7.2 million and $6.6 million as of October 30, 2010 and October 24, 2009, respectively.

*	The Justice Merger was consummated on November 25, 2009 and therefore data related to our prior reporting period is not presented.

~~(continued)~~Consolidated Balance Sheets Data:

(Amounts in millions)	October 30, 2010		July 31, 2010
Total assets
dressbarn	$	655.0	$	604.5
maurices		458.9		447.3
Justice		597.0		602.3
Consolidated assets	$	1,710.9	$	1,654.1

Merchandise inventories
dressbarn	$	123.8	$	129.6
maurices		84.7		75.6
Justice		129.9		115.1
Consolidated merchandise inventories	$	338.4	$	320.3

~~Condensed Consolidated Balance Sheets Data:~~24

(Amounts in millions)	April 24, 2010		July 25, 2009
Total assets
dressbarn	$	1,130.1	$	946.5
maurices		175.5		182.7
Justice *		318.2		n/a
Total consolidated assets	$	1,623.8	$	1,129.2
Merchandise inventories
dressbarn	$	121.1	$	126.1
maurices		59.3		67.9
Justice *		83.6		n/a
Total consolidated merchandise inventories	$	264.0	$	194.0

16. Commitments and Contingencies

*There have ~~The~~been ~~Justice~~no ~~Merger~~material ~~was~~changes ~~consummated~~during onthe ~~November~~period 25covered by this report, ~~2009~~outside of ~~and~~the ~~therefore~~ordinary ~~data~~course ~~related~~of business, to the contractual obligations specified in the table of contractual obligations included in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our ~~prior~~Fiscal ~~reporting~~2010 ~~period~~Annual isReport ~~not~~on ~~presented~~Form 10-K/A.

17. Commitments and Contingencies

Contractual Obligations and Commercial Commitments

The estimated significant contractual cash obligations and other commercial commitments at April 24, 2010 are summarized in the following table:

	Payments Due by Period (Amounts in thousands)
Contractual Obligations (a)	Totals		Fiscal 2010		Fiscal 2011- 2012		Fiscal 2013- 2014		Fiscal 2015And Beyond
Operating lease obligations (b)	$	1,207,658	$	143,595	$	423,207	$	297,421	$	343,435
Mortgage principal		26,259		1,402		3,038		3,378		18,441
Mortgage interest		10,411		1,366		2,498		2,156		4,391
Tax payments		603		603		—		—		—
Other debt		128		128		—		—		—
Total	$	1,245,059	$	147,094	$	428,743	$	302,955	$	366,267

(a) At April 24, 2010, the ultimate amount and timing of further cash settlements relating to $27.8 million of gross tax liabilities for uncertain tax positions cannot be predicted with reasonable certainty; those liabilities for uncertain tax positions are excluded from the contractual obligation table (see Note 11 to the consolidated financial statements).

(b) The operating lease obligations represent future minimum lease payments under non-cancelable operating leases as of April 24, 2010. The minimum lease payments do not include common area maintenance (“CAM”) charges or real estate taxes, which are also required contractual obligations under our operating leases. In the majority of our operating leases, CAM charges are not fixed and can fluctuate from year to year. Total CAM charges and real estate taxes for the thirteen weeks ended April 24, 2010 and April 25, 2009 were $15.1 million and $11.7 million, respectively. Total CAM charges and real estate taxes for the thirty-nine weeks ended April 24, 2010 and April 25, 2009 were $44.9 million and $33.7 million, respectively.

	Amount of Commitment Expiration Period (Amounts in thousands)
Other Commercial Commitments	Totals		Fiscal 2010		Fiscal 2011- 2012		Fiscal 2013- 2014		Fiscal 2015 AndBeyond
Trade letters of credit	$	32,224	$	32,224	$	—	$	—	$	—
Standby letters of credit		5,031		5,031		—		—		—
Firm purchase orders (a)		14,224		14,224		—		—		—
Total	$	51,479	$	51,479	$	—	$	—	$	—

a) In addition to the lease commitments represented in the above table, we enter into a number of cancelable and non-cancelable commitments during the year. Typically, these commitments are for less than a year in duration and are principally focused on the construction of new retail stores and the procurement of inventory. We do not maintain any long-term or exclusive commitments or arrangements to purchase merchandise from any single supplier. Preliminary commitments with our private label merchandise vendors typically are made five to seven months in advance of planned receipt date. Substantially all of our merchandise purchase commitments are cancelable up to 30 days prior to the vendor’s scheduled shipment date.

Legal Matters

On ~~October~~January 221, ~~2009~~2010, ~~three lawsuits against~~ Tween Brands ~~and~~was ~~its~~sued ~~Board of Directors were consolidated~~ in ~~Delaware~~the ~~state~~U.S. ~~court~~District ~~into~~Court afor ~~single purported class action~~the ~~relating~~Eastern toDistrict ~~the merger~~ of ~~Tween Brands, Inc~~California. This ~~into~~purported aclass ~~subsidiary~~action ~~of the Company. The lawsuit alleged~~alleges, among other things, that Tween Brands ~~and~~ ~~its~~violated ~~directors~~the ~~breached~~Fair ~~their~~Labor ~~fiduciary~~Standards ~~duties~~Act by ~~allegedly failing to obtain~~ ~~adequate~~not ~~consideration~~properly inpaying ~~the~~its ~~proposed~~employees ~~merger~~for overtime and ~~issuing~~missed ~~allegedly inadequate~~rest ~~disclosure documents~~breaks. ~~Plaintiffs~~In ~~and~~September ~~defendants~~2010, ~~entered~~the ~~into~~parties ~~a settlement~~agreed ~~agreement pursuant~~ to ~~which~~a ~~Tween Brands put additional disclosure~~tentative ~~language~~settlement inof ~~its~~this ~~merger~~wage ~~proxy statement~~ and ~~agreed~~hour tolawsuit ~~pay~~and ~~legal~~we ~~fees~~have ~~to plaintiffs’~~accrued ~~law~~for ~~firms~~this settlement. The settlement ~~agreement~~is ~~was~~subject ~~submitted~~to ~~on April~~preliminary 5court approval, notice ~~2010~~ to the ~~Delaware~~purported ~~Chancery~~class ~~Court. We~~members ~~anticipate~~and ~~that~~final ~~a settlement~~court ~~hearing will be held in mid-June 2010~~approval.

OnBetween ~~January~~November ~~21,~~2008 ~~2010~~and October 2009, Tween Brands was sued in ~~the~~three ~~U.S.~~purported ~~District~~class action ~~Court~~lawsuits ~~for~~alleging ~~the Eastern~~that ~~District~~Tween ofBrands’ telephone capture practice in California~~. This~~ ~~purported~~violated ~~class~~the ~~action~~Song-Beverly ~~alleges, among~~Credit ~~other~~Card ~~things~~Act, ~~that~~which ~~Tween~~protects ~~Brands~~consumers from ~~violated~~having ~~the~~to ~~Fair~~provide ~~Labor~~personal ~~Standards~~information ~~Act~~as ~~by not~~a ~~properly~~condition ~~paying~~to ~~its~~a ~~employees~~credit ~~for~~card transaction. All ~~overtime~~three ~~and~~cases ~~missed~~were ~~rest~~consolidated in California state ~~breaks~~court. ~~This~~The ~~wage~~parties ~~and~~settled ~~hour~~this lawsuit is in ~~its~~the ~~preliminary~~spring of ~~stages~~2010. ~~Tween~~The ~~Brands~~court isgranted ~~investigating~~preliminary approval of the ~~claims~~settlement ~~made~~on July in9, ~~the~~2010 and we have accrued for this settlement. The final court ~~lawsuit~~approval hearing is scheduled for December 10, 2010.

~~Between~~In ~~November~~addition ~~2008~~to ~~and~~the ~~October~~litigation ~~2009~~discussed above, ~~Tween~~we ~~Brands~~are, ~~was~~and ~~sued~~ in ~~three~~the ~~purported~~future ~~class~~may be, ~~action~~involved ~~lawsuits~~in ~~alleging~~various ~~that~~other ~~Tween~~lawsuits, ~~Brands’~~claims ~~telephone~~and ~~capture~~proceedings ~~practice~~incident ~~in California~~to ~~violated~~ the ordinary ~~Song-Beverly~~course ~~Credit~~of ~~Card~~business. The ~~Act,~~results ~~which~~of ~~protects~~litigation ~~consumers~~are inherently ~~from~~unpredictable. Any ~~having~~claims toagainst ~~provide~~us, ~~personal~~whether ~~information~~meritorious asor anot, could ~~condition~~be totime aconsuming, ~~credit~~result ~~card~~in costly litigation, require significant ~~transaction.~~amounts ~~All~~of ~~three~~management ~~cases~~time ~~were~~and ~~consolidated~~result in ~~California~~diversion ~~state~~of significant ~~court~~resources. AThe ~~mediation~~results ~~was~~of ~~held~~these inlawsuits, ~~January~~claims ~~2010~~and proceedings cannot be predicted with certainty. ~~The~~However, ~~parties~~we believe that the ~~have~~ultimate ~~agreed~~resolution inof ~~principle~~these tocurrent amatters, ~~settlement~~including ~~and~~the matters discussed above, will not have a ~~settlement~~material ~~hearing~~adverse ~~scheduled for~~effect ~~mid-June~~on ofour ~~2010~~consolidated ~~for~~financial statements ~~preliminary~~taken ~~court~~as ~~approval~~a whole.

3817. Subsequent Events

~~In addition~~Potential toReorganization ~~the litigation discussed above, we are,~~ and ~~in the future, may be~~ ~~involved~~Name in various other lawsuits, claims and proceedings incident to the ordinary course of business. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. The results of these lawsuits, claims and proceedings cannot be predicted with certainty. However, we believe that the ultimate resolution of these current matters will not have a material adverse effect on our Condensed Consolidated Financial Statements taken as a whole.Change

39We are currently planning a potential corporate reorganization and name change. In our planned reorganization, each of our dressbarn, maurices and Justice brands would become subsidiaries of a new Delaware corporation named Ascena Retail Group, Inc., or Ascena, and Dress Barn shareholders would become stockholders of this new Delaware holding company on a one-for-one basis, holding the same number of shares and same ownership percentage after the reorganization as they held immediately prior to the reorganization. The reorganization generally would be tax-free for Dress Barn shareholders. Shareholders of record on October 8, 2010 will be entitled to attend and vote at the annual meeting to approve the reorganization, which is more fully described in the proxy statement/prospectus relating to the meeting.

Upon completion of the reorganization, Ascena would replace the present company as the publicly held corporation. Ascena through its subsidiaries would continue to conduct all of the operations currently conducted by Dress Barn and its subsidiaries, and the directors and executive officers of Dress Barn prior to the reorganization would be the same as the directors and executive officers of Ascena following the reorganization. The shares of Ascena common stock are expected to trade on the NASDAQ Global Select Market under the ticker symbol “ASNA”.

The Board of Directors and management of the Company believes that implementing the holding company structure will provide the Company with strategic, operational and financing flexibility, and incorporating the new holding company in Delaware will allow the company to take advantage of the flexibility, predictability and responsiveness that Delaware corporate law provides.

Item 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion and analysis of financial condition and results of operations are based upon our unaudited Condensed Consolidated Financial Statements and should be read in conjunction with those statements, the notes thereto and our Annual Report on Form 10-K/A for the fiscal year ended July 2531, ~~2009~~2010. This Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect our current views with respect to future events and financial performance. Our actual results of operations and future financial condition may differ materially from those expressed or implied in any such forward-looking statements. We disclaim any intent or obligation to update or revise any forward-looking statements as a result of developments occurring after the period covered by this report or otherwise.

Management Overview

This Management Overview section of Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides a high-level summary of the more detailed information elsewhere in this quarterly report and an overview to put this information into context. This section is also an introduction to the discussion and analysis that follows. Accordingly, it necessarily omits details that appear elsewhere in this MD&A. It should not be relied upon separately from the balance of this quarterly report.

~~General~~Overview

We operate women’s and girls’ apparel specialty stores, principally under the names “dressbarn”, “~~dressbarn woman~~maurices” and, since our November 2009 Merger (the “~~maurices~~Justice Merger”) ~~and~~with Tween Brands, Inc. (“Tween Brands”), “Justice”. ~~Since~~Our ~~our~~dressbarn stores cater to the ~~retail~~35 ~~business~~to ~~began~~55 year-old woman, wesize ~~have~~4 ~~established~~to 24. These stores offer in-season, moderate ~~marketed~~to better quality career and ~~expanded~~casual ~~our~~fashion ~~business~~at value asprices. Our amaurices ~~source~~stores ofare concentrated ~~fashion~~in small markets in the United States and ~~value~~their product offerings are designed to appeal to the apparel and accessory needs of the 17 to 34 year-old woman. WeOur ~~offer~~Justice astores ~~lifestyle-oriented,~~target girls ~~stylish,~~who ~~value-priced~~are ~~assortment~~ages ~~tailored~~7 to ~~our~~12 ~~customers’~~and ~~needs~~are located primarily in shopping malls and off-mall power centers throughout the United States.

~~During~~First ~~the~~Quarter ~~second~~2011 ~~quarter of our fiscal 2010~~Highlights, weOngoing consummated the Merger with Tween Brands, the specialty apparel company that targets girls who are ages 7 to 14 (“tweens”). As provided for in the Merger Agreement, each share of Tween Brands’ Common Stock was converted into the right to receive 0.47 shares of our common stock, for a total of 11,698,629 shares issued valued at $251.2 million on the date of the Merger, plus cash in lieu of fractional shares of our common stock in the amount of $0.2 million. In addition, all options to purchase Tween Brands Common Stock that were outstanding and ~~unexercised~~ atFiscal ~~the~~2011 ~~effective time of the Merger were cancelled and automatically~~Business converted into the right to receive a lump sum cash payment equal to (i) the amount, if any, by which the measurement value, as defined, exceeded the per share exercise price of the stock option, multiplied by (ii) the number of shares of Tween Brands common stock issuable upon exercise of the stock option (whether such option was vested or unvested), which totaled $0.8 million in the aggregate. See Note 2.Initiatives

~~Tween~~We ~~Brands~~continue ~~operates~~to ~~Justice, apparel~~focus ~~specialty~~on ~~stores~~a ~~targeting~~number ~~girls~~of ~~who~~ongoing ~~are~~initiatives ~~ages~~aimed 7at toincreasing ~~14. We~~our ~~will~~store ~~refer~~profitability toby ~~the~~reducing ~~post-Merger~~expenses ~~operations~~and improving ofour ~~Tween~~comparative store ~~Brands~~sales ~~as “Justice”~~trends. These initiatives include, but are not limited to:

~~Justice~~Potential Corporate ~~Overview~~Reorganization and Name Change

~~Justice~~We ~~sales~~are currently ~~come~~planning ~~from~~ a potential corporate reorganization and name ~~variety~~change. In ofour ~~income~~planned ~~streams~~reorganization, ~~including~~each ~~retail~~of ~~sales~~our indressbarn, maurices and Justice ~~stores~~brands ~~and~~would ~~customer~~become ~~orders~~subsidiaries ~~from~~of ~~catazines~~a ~~and~~new ~~its~~Delaware ~~e-commerce~~corporation ~~website~~named Ascena Retail Group, ~~www~~Inc.~~shopjustice.com. Such~~, or eAscena, and Dress Barn shareholders would become stockholders of this new Delaware holding company on a one-~~commerce~~for-one ~~revenue~~basis, isholding ~~less~~the ~~than~~same 5%number of shares ~~its~~and ~~annual~~same ~~net~~ownership ~~sales~~percentage after the reorganization as they held immediately prior to the reorganization. ~~Justice~~The ~~also~~reorganization ~~earns~~generally would ~~licensing~~be tax-free for Dress Barn shareholders. Shareholders of record ~~revenue~~on ~~from~~October ~~its~~8, ~~international~~2010 ~~franchised~~will ~~stores~~be ~~and~~entitled ~~from~~to ~~advertising~~attend and ~~other “tween-right”~~vote ~~marketing~~at ~~initiatives~~the ~~with~~annual ~~partner~~meeting ~~companies.~~to approve ~~Licensing~~the ~~revenue~~reorganization, which is more fully described in the proxy ~~less~~statement/prospectus ~~than~~relating 1%to ofthe ~~its~~meeting. Refer ~~annual~~to ~~net~~Note ~~sales~~17 to the Consolidated Financial Statements for more information.

~~The~~Recognizing ~~Justice business model is predicated on anticipating what its customer, “Our Girl”- as Justice refers to her- wants and delivering~~ the ~~hottest fashion and shopping experience just for her and all~~numerous atpotential asynergies ~~great~~between ~~value~~our ~~for mom.~~divisions

~~Justice~~Our distribution ~~creates~~center in Suffern, ~~designs~~New ~~and develops~~York ~~its~~is ~~own~~currently ~~exclusive~~expected ~~Justice~~to ~~branded~~be consolidated ~~merchandise~~into our Justice distribution center in~~-house~~ Etna Township, Ohio during fiscal 2011. ~~This~~The ~~allows~~Etna ~~Justice~~Township, Ohio facility has, what we believe to ~~maintain~~be, an ~~creative~~advanced warehouse management ~~control~~system and ~~respond~~material ashandling ~~quickly~~systems. We asbelieve ~~fashion~~that ~~trends~~our ~~dictate,~~Ohio facility ~~putting~~has ~~Justice~~both ~~ahead~~the ofcapacity ~~its competition~~and ~~when~~storage itcapability ~~comes~~ to ~~offering~~handle both the dressbarn ~~hottest~~brand ~~fashion~~and Justice ~~assortment to its~~brand ~~customers~~volume.

4026

~~The Justice merchandise mix~~In ~~represents~~addition ~~the~~to ~~broad~~our ~~assortment~~distribution ~~that~~center, ~~its~~we ~~girl~~are ~~wants~~currently inworking ~~her~~to ~~store~~consolidate ~~- a mix of~~our ~~apparel,~~information ~~accessories,~~technology ~~footwear,~~departments. This ~~intimates~~project ~~and~~will ~~lifestyle products, such as~~combine ~~bedroom~~multiple ~~furnishings~~IT ~~and electronics~~resources, toincluding ~~meet~~our ~~all~~data ~~her needs. While apparel represents about 70% of its product mix~~centers, ~~significant~~into ~~contributions~~a ~~are~~scalable ~~made~~model. We bybelieve ~~lifestyle~~that ~~and~~this ~~accessories~~will ~~categories,~~enable ~~all~~us ~~serving~~ to ~~diversify~~better serve the ~~offering~~business inneeds ~~Justice stores. Justice~~of ~~plans~~each ~~inventories to include about 20%~~ of ~~core~~our ~~offerings~~brands, ~~complemented~~allow bythe ~~approximately~~realization ~~65% “predictable~~of ~~fashion”~~synergies, and support ~~15%~~any offuture ~~trendier, “incoming fashion” pieces~~acquisitions.

AsIn ofline ~~April~~with ~~24,~~our ~~2010,~~corporate ~~Justice operated~~reorganization ~~884~~plans, ~~stores. Justice~~there ~~stores~~are ~~feature~~additional centralized ~~furniture,~~functions ~~fixtures,~~that ~~lighting~~provide ~~and~~opportunities ~~music~~ to ~~create~~generate asynergies ~~shopping~~among ~~experience matching the energetic lifestyle of “~~our ~~girl”~~business segments. InWe ~~order~~believe tothese ~~keep~~synergies ~~the~~will ~~store atmosphere~~enhance ~~fresh~~dressbarn’s, ~~Justice~~maurices’ ~~reassesses the layouts of its stores~~ and ~~reinvests in new formats to better highlight its~~Justice’s ~~merchandise~~performance.

~~Justice is located where its~~Store target customer shops. Justice store footprint includes over 460 mall locations, where the presence of strong anchors and other specialty retailers enhance the shopping experience for its existing customers, as well as generate new-to-Justice traffic for its stores. Strip centers bring convenient shopping to Justice’s customers and Justice currently has over 220 stores located in these formats. Justice also has a significant presence in lifestyle centers and outlet centers. Justice is currently located across 45 states and Puerto Rico.Expansion

~~Several initiatives~~We are exploring ~~currently~~expansion inopportunities ~~process~~both atwithin our current market areas and in other regions. Our Justice: division is currently exploring opportunities for expansion into Canada in the spring.

First, Justice will continue to communicate the “Justice value proposition” to drive its sales, primarily through direct mail marketing. For example, Justice plans to increase its spring mailings from 28 million pieces last year up to 38 million this year.E-Commerce

~~Justice’s marketing strategy~~E-Commerce ~~reinforces~~revenue ~~the message that Justice has the fashion and exciting shopping experience “our girl” wants at a price that~~ is ~~as value-conscious~~generated asby ~~its~~all ~~competition~~three divisions. ~~Justice~~ ~~has~~During ~~found a successful marketing rhythm that lets Justice attract and retain both~~ the ~~returning~~first ~~Justice~~quarter ~~customers and those newly introduced to the brand. In order to achieve and maintain significant brand name recognition, Justice invests in the development~~ of ~~its brands through various means, including customer research,~~fiscal ~~advertising and promotional events~~2011, ~~direct~~our ~~mail marketing (through catazines and~~dressbarn ~~postcards),~~division ~~internet~~commenced ~~marketing~~e-commerce ~~and other measures~~operations.

~~Second,~~Trends ~~Justice is increasing the direct sourcing penetration from its current levels. Through its Justice sourcing offices in Korea~~ and ~~Hong~~Other ~~Kong,~~Factors ~~Justice~~Affecting ~~continues~~Our to develop and expand relationships with manufacturing partners within sourcing networks, enabling Justice to control the quality of goods, combined with speed to market and pricing. With Justice’s successful sourcing operations, Justice is able to eliminate the middleman, reduce costs and increase initial markup. Justice has registered marks in foreign countries to the degree necessary to protect these marks, although there may be restrictions on the use of these marks in a limited number of foreign jurisdictions.Business

41We expect to continue our strategies to increase profitability through the opening of new stores and closing of underperforming locations, store expansion in our major trading markets and developing and expanding into new domestic markets and Canada in the near future. There are trends and other factors that we face as a women’s and girls’ specialty apparel retailer that could have a material impact on our net sales and net earnings.

~~Financial~~General ~~Performance~~Economic ~~Summary~~Conditions

~~NOTE:~~Our performance is subject to macroeconomic conditions and their impact on levels of consumer spending. ~~All~~Some of the factors impacting discretionary ~~results~~consumer ~~for~~spending ~~Justice~~include ~~are~~general economic conditions, wages and employment, ~~from~~consumer ~~November~~debt, 25reductions in net worth based on severe market declines, residential ~~2009~~real ~~(the~~estate ~~Merger~~and ~~date)~~mortgage tomarkets, ~~the~~taxation, ~~end~~fuel ofand ~~the~~energy ~~fiscal~~prices, ~~quarter~~interest rates, and consumer confidence.

During the thirteen weeks of fiscal 2010 that ended April 24, 2010 (the “third quarter”), net sales were $665.5 million, an increase from $375.7 million for the thirteen weeks ended April 25, 2009 (the “prior year quarter”). Net sales for Justice were $245.1 million for the thirteen weeks ended April 24, 2010. The Company’s comparable store sales increased 13.7% during the third quarter (dressbarn increased 9.0%, maurices increased 8.4% and Justice increased 22.7%). Net sales also increased as a result of 41.0% net additional store square footage primarily from the Justice merger and new store openings. We opened 6 new dressbarn Combo stores, 10 maurices stores and 6 Justice stores during the third quarter. There were 3 dressbarn and 21 Justice store closings during the third quarter. There were no store closings for maurices.Competition

~~Net~~The ~~earnings~~retail ~~for~~apparel ~~the~~industry ~~third~~is ~~quarter~~highly ~~increased~~competitive toand ~~$48~~fragmented, with numerous competitors, including department stores, off-price retailers, specialty stores, discount stores, mass merchandisers and Internet-based retailers, many of which have substantially greater financial, marketing and other resources than us.0 Many ~~million~~of ~~from~~our ~~$23~~competitors are able to engage in aggressive promotions, reducing their selling prices.1 Some ~~million~~of ~~for~~our competitors include Macy’s, JCPenney, Kohl’s, Target and Sears department stores and other specialty retailers including Old Navy and Aeropostale. Other competitors may move into the ~~prior~~markets ~~year~~that ~~quarter~~we serve. ~~Diluted~~Our ~~earnings~~business ~~per~~is vulnerable ~~share~~to ~~for~~demand ~~the~~and ~~third~~pricing shifts, and to changes in customer tastes and ~~quarter~~preferences. If ~~were~~we $0fail to compete successfully, we could face lower net sales and may need to offer greater discounts to our customers, which could result in decreased profitability.59 We ~~versus~~believe that we have established and reinforced our image as a ~~$0.37~~source ~~per~~of ~~share~~fashion ~~for~~and ~~the~~value ~~prior~~by focusing ~~period~~on our target customers, and by offering superior customer service and convenience.

~~During~~Customer ~~the~~tastes thirty-nine weeks of fiscal 2010 that ended April 24, 2010 (the “nine-month period”), net sales were $1,663.7 million, an increase from $1,095.3 million for the thirty-nine weeks ended April 25, 2009 (the “prior period”). Net sales for Justice were $466.3 million since the effective date of the Merger on November 25, 2009. Our comparable store sales increased 9.9% during the nine-month period (dressbarn increased 6.4%, maurices increased 5.5% and ~~Justice~~fashion increased 21.1%). We opened 14 dressbarn Combo stores, 30 maurices stores and 6 Justice stores during the nine-month period. The Merger added 906 Justice stores. There were 12 dressbarn, 2 maurices and 28 Justice store closings during the nine-month period. Our total store square footage at the end of the nine-month period increased approximately 24.3% from the end of the prior period, primarily due to the Merger.trends

~~Net~~Customer ~~earnings~~tastes ~~for~~and ~~the~~fashion ~~thirty-nine~~trends ~~weeks~~are ~~increased~~volatile toand ~~$91~~can change rapidly.4 Our success ~~million~~depends ~~from~~in ~~$41.0~~part ~~million~~on our ability to effectively predict and respond to ~~for~~changing ~~the~~fashion ~~prior~~trends ~~period~~and consumer demands, and to translate market trends into appropriate, saleable product offerings. ~~Diluted~~If ~~earnings~~we ~~per~~are ~~share~~unable ~~for~~to successfully predict or respond to changing styles or trends or misjudge the market ~~thirty-nine~~for our products or any new product lines, our sales will be lower and we ~~weeks~~may ~~were~~be ~~$1.19~~faced ~~versus~~with $0a substantial amount of unsold inventory.66 In response, ~~per~~we ~~share~~may ~~for~~be ~~the~~forced ~~prior~~to ~~period~~rely on additional markdowns or promotional sales to dispose of excess or slow-moving inventory, which may have a material adverse effect on our financial condition or results of operations.

~~Company Initiatives~~Seasonality

~~During~~The ~~the~~retail ~~second~~apparel ~~quarter~~market ~~ended,~~has ~~January~~two ~~23,~~principal ~~2010~~selling seasons, wespring ~~conducted a tender offer for~~ (our ~~Notes. All~~ ofthird ~~the outstanding Notes, with an aggregate balance of~~and ~~$112.5~~fourth ~~million,~~fiscal ~~were~~quarters) ~~validly~~and ~~tendered~~fall ~~for~~(our ~~exchange~~first and ~~not~~second ~~withdrawn as of the~~fiscal ~~expiration date of the Offer, January 22, 2010~~quarters). ~~Therefore,~~The wedressbarn ~~were contractually~~and ~~obligated~~maurices tobrands ~~the terms of the exchange as of January 23, 2010 and~~have wehistorically ~~recorded~~experienced ~~the~~substantially ~~Offer~~lower earnings in our second fiscal quarter ~~consolidated~~ending ~~financial statements. Total~~in ~~consideration~~January ~~for~~than ~~the~~during ~~Offer~~our ~~was~~other ~~$273.4~~three ~~million~~fiscal ~~and~~quarters, ~~was~~reflecting ~~comprised~~the ~~of: cash~~intense ofpromotional ~~$112.5~~atmosphere ~~million~~that ~~for~~has ~~the~~characterized ~~face amount of~~ the ~~Notes; cash of $4.5 million as inducement to exchange ($40~~holiday ~~per~~shopping ~~$1,000~~season ~~principal~~in ~~amount~~recent ofyears. Justice ~~Notes~~sales ~~tendered);~~ and ~~the~~operating ~~issuance~~profits ofare ~~approximately~~significantly ~~6.2~~higher ~~million~~during ~~shares~~the offall ~~our~~season, ~~common~~as ~~stock~~this ~~valued~~includes atboth ~~$156.4 million. As a result of~~ the ~~Offer,~~back weto ~~reduced~~school ~~our deferred tax liabilities by $14.6 million~~ and ~~reduced~~holiday ~~taxes~~selling ~~payable by $0~~periods.2 We ~~million,~~expect ~~with a~~these ~~corresponding~~trends ~~increase~~ to ~~additional paid in capital of $14~~continue.~~8 million.~~ In ~~connection with the Offer~~addition, weour ~~recognized~~quarterly aresults ~~loss~~ of ~~$5.8~~operations ~~million~~may ~~consisting~~fluctuate ofmaterially ~~$4.5~~depending ~~million~~on, ~~related~~among toother ~~the inducement amount and $1.3 million~~things, ~~which~~increases ~~is equal to the difference between the net book value and the~~or ~~fair~~decreases ~~value of the Notes upon redemption~~ in ~~accordance~~comparable ~~with~~store ~~ASC 470-20. Previously~~sales, inadverse ~~December~~weather ~~2009~~conditions, shifts in timing aof ~~private~~certain ~~transaction~~holidays, ~~we accepted~~the ~~for~~timing ~~exchange $2.5 million~~ of ~~the~~new ~~Notes~~store ~~for~~openings, annet ~~aggregate cash amount of~~sales ~~approximately~~contributed ~~$5.4~~by ~~million. The~~new ~~loss~~stores ~~associated~~and ~~with~~changes ~~the~~in ~~December 2009 exchange was de minimus to~~ our ~~consolidated~~merchandise ~~financial statements~~mix. ~~No Notes remain outstanding.~~

We will continue our ongoing strategy of opening new stores while closing underperforming locations in this current macroeconomic pressured and competitive environment. We intend to finance store expansion using cash flow from operations while focusing on both expanding in our major trading markets and developing and expanding into new domestic markets. We currently plan to open approximately 15 additional stores and close approximately 10 stores during the remainder of our fiscal year ending July 31, 2010 (fiscal 2010).27

42Weather Conditions

Weather conditions can affect net sales because inclement weather may discourage travel or require temporary store closures, thereby reducing customer traffic. Unseasonably warmer weather during typically colder months or unseasonably colder weather during typically warmer months can also affect the seasonal composition of our net sales.

Our management uses a number of key indicators of financial condition and operating performance to evaluate the performance of our business, including the following:

	Thirteen Weeks Ended						~~Thirty-Nine Weeks Ended~~
	April 24, 2010			April 25, 2009			April 24, 2010			April 25, 2009
	October 30, 2010			October 24, 2009		*
Net sales growth vs. prior year		7776.15	%		67.64	%		~~51.9~~	%		~~3.1~~	%
dressbarn comparable store sales		9(3.01	) %		14.56	%		~~6.4~~	%		~~(1.2~~	)%
maurices comparable store sales		89.41	%		43.96	%		~~5.5~~	%		~~(0.1~~	)%
Justice comparable store sales *		228.72	%		n/a			~~21.1~~	%		~~n/a~~
Total comparable store sales *		13.7	%		2.8	%		9.9	%		(0.8	)%
Total consolidated comparable store sales *		4.1	%		4.3	%
Cost of sales, including occupancy & buying (excluding depreciation), as a percentage of sales		56.29	%		5859.75	%		~~58.7~~	%		~~62.1~~	%
SG&A as a percentage of sales		29.30	%		2728.42	%		~~28.9~~	%		~~28.2~~	%
Square footage growth vs. prior year		4138.08	%		43.80	%		~~24.3~~	%		~~5.0~~	%
Stores open		2,473			1,549			2,473			1,549
Stores open:
Capital expenditures (in millions)	$	17.9		$	17.8		$	42.7		$	45.3
dressbarn		838			846
Diluted earnings per share	$	0.59		$	0.37		$	1.19		$	0.66
maurices		758			734
Justice*		891			n/a
Total stores open*		2,487			1,580
Capital expenditures (in millions)	$	20.7		$	12.4
Diluted earnings per share	$	0.60		$	0.33

* The Justice Merger was consummated on November 25, 2009 and therefore we do not present data related to our prior reporting periods. Justice comparable store sales were based on stores that had sales on the same day both in the current year and the previous year which were operated by Tween Brands, ~~Inc~~ prior to the ~~merger~~Justice Merger.

We consider comparable store sales to be one of the most important indicators of our performance since it impacts the following:

· ~~Our~~our ability to leverage our costs, including store payroll, store supplies and occupancy costs.; and

· ~~Our~~our total net sales, cash and working capital.

We calculate comparable store sales based on the sales of stores open throughout the full period and throughout the full prior period (including stores relocated within the same shopping center and stores with minor square footage additions). If a single-format dressbarn store is converted into a Combo store, the additional sales from the incremental format are not included in the calculation of same store sales. The determination of which stores are included in the comparable store sales calculation only changes at the beginning of each fiscal year, except for stores that close during the fiscal year, which are excluded from comparable store sales beginning with the fiscal month the store actually closes.

We include in our cost of sales line item all costs of merchandise (net of purchase discounts and vendor allowances), freight on inbound, outbound and internally transferred merchandise, merchandise acquisition costs (primarily commissions and import fees), occupancy costs (excluding utilities and depreciation) and all costs associated with the buying and distribution functions. Our cost of sales may not be comparable to those of other entities, since some entities include all costs related to their distribution network, including depreciation and all buying and occupancy costs in their cost of sales, while other entities, including us, exclude a portion of these expenses from cost of sales and include them in selling, general and administrative expenses or depreciation. We include depreciation related to the distribution network in depreciation and amortization, and utilities and insurance expenses, among other expenses, in selling, general and administrative expenses on our consolidated statements of operations.

4328

Results of Operations

Net sales:

	Thirteen Weeks Ended
(Amounts in millions, except for % change amounts)	April 24, 2010		% of Sales			April 25, 2009		% of Sales			% Change
($ in millions)	October 30, 2010		% of Sales			October 24, 2009		% of Sales			% Change
dressbarn	$	~~242~~240.52		3633.57	%	$	~~223~~248.20		5961.4	%		8(3.61	)%
maurices		~~177~~182.95		2625.76	%		~~152~~156.51		4038.6	%		16.79	%
Justice		~~245~~290.16		3640.87	%		—		—			—
Consolidated net sales	$	~~665~~713.53				$	~~375~~404.71					7776.15	%

	Thirty-Nine Weeks Ended
(Amounts in millions, except for % change amounts)	April 24, 2010		% of Sales			April 25, 2009		% of Sales			% Change
dressbarn	$	699.7		42.1	%	$	652.5		59.6	%		7.2	%
maurices		497.7		29.9	%		442.8		40.4	%		12.4	%
Justice		466.3		28.0	%		—		—			—
Consolidated net sales	$	1,663.7				$	1,095.3					51.9	%

Net sales for the current period increased 76.5% to $713.3 million from $404.1 million in the prior period. This increase was primarily attributable to a combination of the following:

~~Net~~· ~~sales for~~an ~~the~~increase ~~fiscal~~in ~~third~~net ~~quarter~~sales ~~increased~~of to $~~665~~290.56 million from ~~$375.7~~Justice ~~million~~as ~~for the~~a ~~prior~~result ~~year quarter. The increase is primarily due to the inclusion~~ of ~~Justice. Our net sales increase for~~ the ~~fiscal third quarter was boosted by our consolidated comparable store sales increase of 13.7% (dressbarn reported 9.0%, maurices reported 8.4% and~~ Justice ~~reported 22.7%) and combined with 41.0% net additional store square footage primarily from the~~ Merger ~~and~~which ~~new~~was ~~store~~completed ~~openings. The~~on ~~dressbarn~~November ~~brands’ total number of sales transactions increased 4.6%~~25, ~~units per transaction increased 2.7% and average dollar sale increased 4.0%. Additionally~~2009, dressbarn average unit retail increased 1.2%. maurices sales increase was primarily driven by the 8.4% comparable store sales increase and new store growth. maurices average unit retail increased 3.2% and units per transaction increased 1.3% for an increase of approximately 4.5% in average dollar sale. Transactions were also higher due to a 5.3% increase in conversion offset by a 1.6% decrease in traffic.

~~Net~~· ~~sales for~~an ~~the~~increase ~~nine-month~~of ~~period increased to~~ $~~1,663~~6.~~7 million from $~~1~~,095.3~~ million ~~for~~ ~~the~~in ~~prior period. The increase is primarily due to the inclusion of Justice. Our consolidated~~ comparable store sales ~~increase~~in ofour ~~9.9% (~~dressbarn ~~reported~~and ~~6.4%,~~ maurices reported 5.5% and Justice reported 21.1%) and combined with 24.3% net additional store square footage primarily from the Merger and new store openings also contributed to the sales increase. The dressbarn brands’ ~~total~~for number of sales transactions increased 1.5%, units per transaction increased 1.3% and average dollar sale increased 5.7%. Additionally, dressbarn average unit retail increased 4.3%. maurices sales increase was primarily driven by the ~~5.5%~~first comparable store sales increase and new store growth. maurices average unit retail increased 5.4% and units per transaction decreased 1.1% for a net increase of approximately 4.3% in average dollar sale. Transactions were also higher due to a 4.2% increase in conversion offset by a 2.9% decrease in traffic.quarter;

44· an increase in net sales of $1.1 million due to the 10 new stores opened at our dressbarn and maurices brands during the first quarter;

an increase in net sales of $6.3 million for stores previously opened at our dressbarn and maurices brands that were not included in our comparable store sales;

e-commerce sales increase of $5.5 million at our dressbarn and maurices brands; and

a decrease of $0.3 million in sales reserves and other sales at our dressbarn and maurices brands, partially offset by

a decrease in net sales of $0.7 million from stores closed at our dressbarn and maurices brands since the comparable period last year.

During the thirteen weeks ended October 30, 2010, the dressbarn brand comparable sales decreased 3.1%. The best performing departments were Social, Knitwear, Dresses and Casual Bottoms.

For the maurices brand, comparable sales increased by 9.1% for the thirteen weeks ended October 30, 2010. Strong sales trends were noted in the Studio Y Tops and Bottoms, Fashion Knit Tops, Denim Bottoms, Miscellaneous Accessories and Jewelry. The Plus size collection continues to perform very well with Sweaters, Knit Tops, Denim and Dresses the best performing departments.

For the Justice brand, net sales for the thirteen weeks ended October 30, 2010 were $290.6 million and comparable sales increased 8.2%. The primary drivers contributing to sales growth were casual and active tops, intimates, accessories and lifestyle products.

Cost of sales, including buying and occupancy costs, excluding depreciation (cost of sales):

(Amounts in millions, except for % amounts)	April 24, 2010			April 25, 2009			$ Change		% Change
($ in millions)	October 30, 2010			October 24, 2009			$ Change		% Change
Thirteen weeks ended	$	~~373~~405.96		$	~~220~~240.63		$	~~153~~165.3		6968.58	%
As a percentage of sales		56.29	%		5859.75	%
Thirty-nine weeks ended	$	975.8		$	680.4		$	295.4		43.4	%
As a percentage of sales		58.7	%		62.1	%

Cost of sales ~~for~~decreased ~~the~~by ~~third~~260 ~~quarter~~basis ~~decreased~~points to 56.29% of net sales in the current year period from 5859.75% ~~for~~of net sales in the prior ~~year quarter~~period. For the dressbarn ~~brands~~brand, cost of sales was 59$151.48 million or 63.2% of net sales, ~~versus~~an ~~61.2%~~increase ~~for~~of ~~the~~210 ~~prior~~basis ~~year~~points ~~quarter, a~~as ~~decrease~~compared ofto ~~180~~$151.5 ~~basis~~million ~~points~~or ~~for~~61.1% from the ~~third~~same ~~quarter~~period aslast year. This ~~compared~~increase towas the ~~prior~~result ~~year quarter,~~of ~~primarily~~the ~~due~~deleveraging toof buying and occupancy costs and lower ~~markdowns~~merchandise margins. ~~For the~~ maurices ~~brand,~~ cost of sales for the thirteen weeks was 52$100.67 million or 55.2% of net sales ~~and~~as 55compared to $88.18 million or 56.9% ~~for~~of net sales in the prior period,. The a decrease ~~of 250 basis~~in ~~points~~cost ~~for~~of ~~the~~sales ~~third quarter~~ as ~~compared~~a topercentage ~~the~~of ~~prior~~sales ~~year~~was ~~quarter,~~ primarily the result of aleveraging ~~decrease~~of occupancy incosts ~~markdowns,~~due ato ~~higher~~the ~~initial~~comparable ~~mark-on~~store sales increase and ~~leveraging~~increased ofmerchandise ~~store occupancy costs~~margins. ~~For the~~ Justice ~~brand,~~ cost of sales for the thirteen weeks ended October 30, 2010 was $~~136~~153.21 million or 5552.67% of net sales.

Cost of sales for the first nine months decreased as a percent of sales to 58.7% from 62.1% for the prior period. For the dressbarn brands, cost of sales was 61.8% of net sales versus 64.0% for the prior period, a decrease of 220 basis points for the first nine months as compared to the prior nine-month period, primarily due to lower markdowns. For the maurices brand, cost of sales was 56.5% of net sales for the nine-month period and 59.4% for the prior nine-month period, a decrease of 290 basis points, primarily the result of a decrease in markdowns, a higher initial mark-on and the leveraging of store occupancy costs. For the Justice brand, cost of sales was $262.0 million or 56.2% of net sales.29

SG&A expenses:

(Amounts in millions, except for % amounts)	April 24, 2010			April 25, 2009			$ Change		% Change
($ in millions)	October 30, 2010			October 24, 2009			$ Change		% Change
Thirteen weeks ended	$	~~194~~207.90		$	~~103~~113.18		$	9193.82		8981.09	%
As a percentage of sales		29.30	%		2728.42	%
Thirty-nine weeks ended	$	480.3		$	308.7		$	171.6		55.6	%
As a percentage of sales		28.9	%		28.2	%

~~SG&A~~As a ~~expenses~~percentage ~~for~~of ~~the~~sales, ~~third~~selling, ~~quarter~~general and administrative expenses (“SG&A”) increased ~~190~~80 basis points to 29.30% ~~from~~of ~~27.4% for~~net sales in the ~~prior~~current period~~. The~~ ~~third quarter’s SG&A includes $0.4~~versus ~~million of merger expenses and a $0~~28.72% ~~million increase~~ in ~~our~~the ~~deferred compensation~~prior ~~plan liability~~period. ~~For the~~ dressbarn ~~brands,~~ SG&A increased to in$77.6 ~~the~~million ~~third~~or ~~quarter to 30~~32.83% of net sales versus $70.2 million or 28.93% for the prior ~~year quarter.~~period ~~The~~primarily ~~leveraging~~due ofto ~~store~~increased ~~operating~~marketing ~~costs~~and inincentive ~~relation~~compensation costs toand the ~~comparable store~~deleveraging ~~sales~~of ~~increase~~costs ~~was~~due ~~offset~~to bythe ~~increased~~decrease ~~incentive~~in ~~and marketing~~sales ~~costs~~results. maurices SG&A ~~expenses~~was $48.3 ~~were~~million 24or 26.95% of net sales for the ~~third~~thirteen ~~quarter~~weeks ~~versus~~as 25compared to $43.35 million or 27.9% of net sales for the prior ~~year quarter~~period. The decrease inwas primarily ~~SG&A~~attributable asto aleveraging ~~percent~~of topayroll ~~sales~~and isbenefits ~~attributable~~due to the ~~leveraging~~comparable ofsales ~~store~~increase ~~payroll~~ and ~~other~~the ~~store~~Studio ~~operating~~Y ~~costs~~tradename ~~coupled~~impairment ~~with~~of ~~a decrease~~$2 million in the ~~health~~prior ~~insurance~~period ~~costs partially~~ offset by increased incentive compensation costs ~~relating~~related to ~~its~~the better than planned earnings results, increased professional services related to e-commerce ~~operations. For~~and ~~the~~higher marketing costs. Justice ~~brand,~~ SG&A expenses for the thirteen weeks were $7581.80 million or 3027.9% of ~~net~~ sales.

SG&A expenses for the first nine months increased 70 basis points to 28.9% from 28.2% for the prior period. SG&A for the current nine-month period includes $5.8 million of merger expenses, $0.4 million of tender offer expenses, $2.0 million of trade name impairment, $5.8 million of store asset impairment and a $3.7 million increase in our deferred compensation plan liability. For the dressbarn brands, SG&A increased 200 basis points to 31.5% versus 29.5% for the prior nine-month period. maurices SG&A expenses were 26.3% of sales for the nine months versus 26.2% for the prior year nine-month period. For the Justice brand, since the merger on November 25, 2009, SG&A expenses were $128.7 million or 27.6% of net sales.

Depreciation and amortization:

(Amounts in millions, except for % amounts)	April 24, 2010			April 25, 2009			$ Change		% Change
($ in millions)	October 30, 2010			October 24, 2009			$ Change		% Change
Thirteen weeks ended	$	2023.0		$	1112.72		$	810.38		7088.95	%
As a percentage of sales		3.02	%		3.10	%
Thirty-nine weeks ended	$	49.9		$	36.0		$	13.9		38.6	%
As a percentage of sales		3.0	%		3.3	%

Depreciation expense increased 88.5% for the thirteen weeks ~~and~~as ~~thirty-nine~~compared ~~weeks~~to ~~ended~~prior ~~April 24, 2010~~period ~~increased~~ primarily due to $10.0 million from the inclusion of Justice, plus the ~~Justice~~net opening ~~results~~of 10 stores, store remodels and relocations and investments in technology.

Operating income ~~(loss)~~:

(Amounts in millions, except for % amounts)	April 24, 2010			April 25, 2009			$ Change		% Change
($ in millions)	October 30, 2010			October 24, 2009			$ Change		% Change
Thirteen weeks ended	$	7677.7		$	4037.38		$	3639.49		90105.36	%
As a percentage of sales		1110.59	%		109.74	%
Thirty-nine weeks ended	$	157.6		$	70.2		$	87.4		124.5	%
As a percentage of sales		9.5	%		6.4	%

As a result of the above factors, operating income as a percent of net sales was 1110.59% for the ~~third~~thirteen ~~quarter~~weeks ~~and~~ended 10October 30, 2010 compared to 9.74% for ~~the~~ prior period ~~year~~thirteen ~~quarter~~weeks. For the dressbarn ~~brands~~brand, ~~the~~ operating income ~~increased~~decreased to 7$3.0%4 asmillion aor ~~percent~~1.4% of sales asversus ~~compared~~$19.4 tomillion 6or 7.8% of sales in the prior ~~year quarter~~period. For the maurices brand, operating income asincreased ato ~~percent~~$27.9 million or 15.3% of sales ~~increased~~versus to$18.4 19million or 11.8% ~~versus~~of ~~16.5%~~sales ~~for~~in the prior ~~year quarter~~period. ~~The~~ Justice brand operating income ~~as a~~ ~~percentage of sales~~ was $2446.74 million or 1016.10% of sales for the ~~current~~thirteen weeks ended October 30, ~~quarter~~2010.

As a result of the above factors, operating income as a percent of net sales was 9.5% for the nine months and 6.4% for the prior year nine-month period. For the dressbarn brands operating income increased to 3.8% as a percent of sales as compared to 3.3% in the prior year nine-month period. For the maurices brand, operating income as a percent of sales increased to 14.0% versus 11.0% for the prior year nine-month period. The Justice operating income as a percentage of sales was 13.2% for the period from November 25, 2009, the effective date of the Merger, to the end of the period.

Loss on debt extinguishment:

On January 25, 2010, we announced the completion of our Offer for 100% of the outstanding balance of the Notes, or $112.5 million, effective January 22, 2010. In conjunction with the Offer, we recognized a loss of $5.8 million comprised of a $4.6 million loss on the inducement and a $1.2 million loss on the derecognition related to the difference between the net book value and the fair value of the Notes.

Interest income:

(Amounts in millions, except for % amounts)	April 24, 2010			April 25, 2009			$ Change			% Change
($ in millions)	October 30, 2010			October 24, 2009			$ Change			% Change
Thirteen weeks ended	$	0.54		$	1.0.7		$	(0.53	)		(5042.09	) %
As a percentage of sales		0.1	%		0.32	%
Thirty-nine weeks ended	$	1.8		$	4.5		$	(2.7	)		(60.0	) %
As a percentage of sales		0.1	%		0.4	%

~~The~~Interest ~~decline~~income infor the thirteen weeks was $0.4 million as compared to interest income ~~resulted~~of $0.7 ~~primarily~~million ~~from~~in the prior period due to lower interest ~~rates~~rate ~~for~~yields in the ~~third~~current ~~quarter~~period. During ~~and~~2010, ~~nine-month~~we ~~period~~adopted ~~ended~~a ~~April~~more ~~24,~~conservative ~~2010~~strategy with asinvestments ~~compared~~in tohigher ~~the~~grade securities with shorter term maturities for ~~thirteen~~greater capital security and ~~thirty-nine~~liquidity ~~weeks~~which ~~ended~~results ~~April~~in ~~25,~~a ~~2009~~lower return.

Interest expense:

(Amounts in millions, except for % amounts)	April 24, 2010			April 25, 2009			$ Change		% Change
($ in millions)	October 30, 2010			October 24, 2009			$ Change		% Change
Thirteen weeks ended	$	(0.7	)	$	(2.56	)	$	1.89		(7273.01	) %
As a percentage of sales		(0.1	) %		(0.76	) %
Thirty-nine weeks ended	$	(5.9	)	$	(7.5	)	$	1.6		(21.3	) %
As a percentage of sales		(0.4	) %		(0.7	) %

Interest expense for the ~~third~~current ~~quarter~~period ~~and~~was ~~nine-month~~primarily ~~period~~on ~~ended~~our ~~April~~mortgage 24for our Suffern, ~~2010~~NY ~~decreased~~facilities. In ~~due~~the toprior period, the ~~conversion~~interest ofon ~~our~~the Convertible Senior Notes atwas ~~the~~included ~~end~~in ofinterest expense. The Convertible Senior Notes were tendered for exchange in the second quarter of fiscal 2010. See Note 8 of the Consolidated Financial Statements.

Other income (expense):

(Amounts in millions, except for % amounts)	April 24, 2010			April 25, 2009			$ Change		% Change
($ in millions)	October 30, 2010			October 24, 2009			$ Change		% Change
Thirteen weeks ended	$	0.5		$	(0.35	)	$	~~0.8~~—		~~(266.7~~—	) %
As a percentage of sales		0.1	%		(0.1	) %
Thirty-nine weeks ended	$	1.5		$	0.6		$	0.9		150.0	%
As a percentage of sales		0.1	%		0.1	%

~~The~~Other ~~majority~~income offor ~~this~~the ~~dollar~~current ~~change~~and ~~represents~~prior ~~the~~periods ~~recording~~was ~~of approximately~~ $0.~~8 million~~5 ~~of a cost basis investment impairment recorded during the third quarter of fiscal 2009~~million. The majority ~~balance~~ of ~~the~~this ~~amounts~~amount ~~are~~represents rental income from the two tenants currently occupying space in our corporate headquarters property in Suffern, New York.

Income tax expense:

(Amounts in millions, except for % amounts)	April 24, 2010			April 25, 2009			$ Change		% Change
($ in millions)	October 30, 2010			October 24, 2009			$ Change		% Change
Thirteen weeks ended	$	2930.10		$	1514.58		$	1315.62		87102.7	%
As a percentage of sales		4.42	%		43.17	%
Thirty-nine weeks ended	$	57.8		$	26.9		$	30.9		114.9	%
As a percentage of sales		3.5	%		2.5	%

The effective tax rate is approximately 3738.75% for the ~~third~~first quarter compared to 40.17% for the prior year first quarter. The ~~effective~~lower tax rate ~~is approximately 38.8% for the thirty-nine weeks compared to 39.6% for the prior year nine-month period. The decrease~~ in the ~~effective tax rate for the thirty-nine weeks~~ ~~ended~~current ~~April~~quarter ~~24,~~as ~~2010 when~~ compared to the prior year ~~nine-month~~first ~~period~~quarter ~~was primarily~~is attributable to ~~lower state income tax costs, approval of~~ a ~~method~~ ~~change~~decrease in ~~the~~non-deductible ~~third~~transaction ~~quarter~~costs and an increase in ~~various~~earnings ~~favorable permanent~~in ~~book/~~lower tax ~~differences. We~~jurisdictions ~~currently~~as ~~project~~a anresult ~~effective~~of ~~tax~~the ~~rate for~~Justice ~~the~~Merger. Refer ~~remainder~~to ofNote ~~fiscal~~9 ~~2010~~to ofthe ~~approximately~~Consolidated ~~39.3%, which includes interest on~~Financial ~~our~~Statements ~~existing~~for ~~uncertain~~additional ~~tax positions~~details.

Net earnings ~~(loss)~~:

(Amounts in millions, except for % amounts)	April 24, 2010			April 25, 2009			$ Change		% Change
($ in millions)	October 30, 2010			October 24, 2009			$ Change		% Change
Thirteen weeks ended	$	48.0		$	2321.17		$	2426.93		~~107~~121.82	%
As a percentage of sales		76.27	%		65.14	%
Thirty-nine weeks ended	$	91.4		$	41.0		$	50.4		122.9	%
As a percentage of sales		5.5	%		3.7	%

~~As a~~Net ~~result~~earnings offor ~~operating~~the ~~results,~~thirteen ~~net~~weeks ~~earnings~~ended ~~for~~October ~~the~~30, ~~third~~2010 ~~quarter~~increased ~~were~~to $0.5960 per diluted share, compared to $0.3733 per diluted share in the prior ~~year quarter. Net~~period ~~earnings~~due ~~for the thirty-nine weeks ended April 24, 2010 increased~~ to ~~$1.19 per diluted share, compared~~ ~~to $0.66 per diluted share in~~ the ~~prior~~above ~~year nine-month period~~factors.

Liquidity and Capital Resources

In summary, our cash flows were as follows (amounts in thousands):

	Thirty-Nine Weeks Ended
	Thirteen Weeks Ended
	April 24, 2010			April 25, 2009
	October 30, 2010			October 24, 2009
Net cash provided by operating activities	$	~~206~~58,~~273~~946		$	~~136~~38,~~044~~597
Net cash provided by / (used in) investing activities		87,547			(38,827	)
Net cash used in investing activities		(51,123	)		(1,416	)
Net cash used in financing activities		(271,317	)		(3,328	)
Net cash provided by financing activities		1,103			5,627

Cash generated from operating activities provides the primary resources to support current operations, growth initiatives, seasonal funding requirements and capital expenditures. Our uses of cash are generally for working capital, the construction of new stores and remodeling of existing stores, information technology upgrades and the purchase of short-term investments. We use lines of credit on our $200 million revolving credit facility to facilitate imports of our products. Our ~~through~~line ~~letters~~ of credit borrowings may fluctuate materially depending on among other things, our seasonal requirements, increases or decreases in comparable store sales, adverse weather conditions, shifts in timing of certain holidays, the timing of new store openings, net sales contributed by new stores and changes in our merchandise mix.

48Net cash provided by operations was $58.9 million for the thirteen weeks ended October 30, 2010 compared with $38.6 million during the thirteen weeks ended October 24, 2009. The increase of $20.3 million was primarily driven by an increase in net earnings, income tax payable, depreciation and amortization, and accounts payable, offset by an increase use of cash for merchandise inventories, prepaid expenses and other current assets, and in accrued salaries, wages, and related expenses due to the payment in the quarter of incentive compensation.

AtCash ~~April~~used ~~24,~~in ~~2010,~~operating weactivities ~~had~~related ~~cash,~~to ~~cash~~merchandise ~~equivalents,~~inventories ~~restricted~~for ~~cash,~~the ~~investment securities~~thirteen ~~and~~weeks ~~long-term~~ended ~~investments~~October of30, 2010 was $~~375~~18.01 million as compared to cash provided by operations of $~~384~~12.68 million asfor ~~of July~~the ~~25,~~thirteen weeks ended October 24, 2009. The ~~decrease~~overall ~~was~~increase ~~due~~in ~~primarily~~inventory tois a result of the Justice Merger, and the ~~Notes~~increased ~~tender~~inventory ~~offer~~requirements ~~and~~in ~~capital~~the ~~expenditures~~Justice ~~offset~~brand bydue to increased sales, the ~~cash~~decision ~~provided~~to ~~by operating~~move ~~activities. During~~up ~~the~~delivery ~~second~~dates ~~quarter,~~of weour ~~completed the Merger~~holiday ~~for~~and ~~total~~spring ~~consideration~~receipts to ofavoid ~~$415.1~~supply ~~million,~~chain ~~net~~delays ofon ~~cash~~imports and ~~investment~~ ~~securities~~the ~~acquired,~~dressbarn ~~including~~brand ~~the~~sales results. We ~~issuance~~believe ofcurrent ~~approximately~~inventory ~~11.7 million~~levels ~~shares~~are ofappropriate, ~~our~~based on ~~common~~sales ~~stock~~trends toand ~~Tween~~the ~~Brand’s~~industry ~~stockholders~~environment.

Net cash ~~provided~~used byin ~~operations~~investing activities for the current period was $~~206~~51.31 million, consisting primarily of $20.7 million of property and equipment mainly for new store openings, store remodels and renovations and costs associated with information system implementations and upgrades during the ~~thirty-nine~~quarter, ~~weeks~~and ~~compared~~purchase ~~with~~of investment securities of $~~136~~60.02 million ~~during~~partially ~~last~~offset ~~year’s~~by ~~comparable~~the ~~period. The~~redemption of ~~increase~~investment securities of $7029.38 million. ~~was~~We ~~primarily~~expect ~~driven~~our bycapital ~~the~~expenditures ~~increase~~to inbe approximately ~~net~~$80 ~~earnings~~million for fiscal 2011. Net cash used in investing ~~versus~~activities for the prior ~~year~~period ~~and~~ended ~~additional~~October ~~cash~~24, ~~generated~~2009 ~~from~~was ~~vendor~~$1.4 ~~financing~~million, consisting primarily of ~~our~~$12.4 million of property and equipment mainly for new ~~inventory~~store openings, ~~which~~store ~~was~~remodels ~~offset~~and byrenovations aand ~~reduction~~costs inassociated ~~accounts~~with information ~~payable~~system implementations and ~~accrued~~upgrades and the purchase of investment ~~expenses~~securities of $19.2 million offset by $30.1 million for the redemption of investment securities.

Net cash provided by ~~investing~~financing activities ~~for~~was $1.1 million during the ~~nine-month~~thirteen weeks ended October 30, 2010, while net cash provided by financing activities was $5.6 million during the prior period. The increase in cash for the first quarter was related to $871.51 million of proceeds from stock options exercised. ~~consisting~~The increase in cash in the prior period was primarily related to $3.7 million of ~~net~~proceeds ~~cash~~relating ~~received~~to ofstock options exercised and $822.82 million from ~~the~~excess ~~Merger~~tax ~~offset~~benefits byfrom ~~$42~~share-based compensation.7 See ~~million~~Note of13 ~~capital~~to ~~expenditures~~our Consolidated Financial Statements for further details.

Net cash used in financing activities was $271.3 million during fiscal 2010 while net cash used in financing activities was $3.3 million during the prior period. The use of cash in financing activities was primarily due to the repayment of Tween Brands debt in conjunction with the Merger in the amount of $162.9 million, offset by the proceeds we received from stock option exercises and the related excess tax benefits.Investments

AsOur investments are comprised primarily of municipal bonds and a small amount of ~~April~~auction ~~24,~~rate ~~2010,~~securities ~~$189~~(“ARS”).0 Our ~~million~~ARS ofare all AAA/Aaa rated with the ~~$200.0~~vast ~~million~~majority ~~revolving~~collateralized ~~credit~~by ~~facility~~student loans guaranteed by the U.S. ~~was~~government ~~available,~~under the Federal Family Education Loan Program with the ~~availability~~remaining securities ~~reduced~~backed by $monoline insurance companies. Until February 2008, the auction rate securities market was highly liquid. During the week of February 11, 2008, a substantial number of auctions “failed,” meaning that there was not enough demand to sell the entire issue at auction.0 The ~~million~~immediate effect of ~~letters~~a failed auction is that holders could not sell the securities and the interest or dividend rate on the security generally resets to a “penalty” rate. In the case of a failed ~~credit~~auction, ~~primarily~~the ~~relating~~auction torate security is deemed not currently liquid and in the event ~~importation~~we need to access these funds, we may not be able to do so without a potential loss of ~~merchandise~~principal, unless a future auction on these investments is successful or they are redeemed by the seller. We believe ~~this~~that ~~revolving~~the current ~~credit~~lack ~~facility~~of ~~gives~~liquidity usrelating ~~ample~~to ~~capacity~~our ARS investments will not have an impact on our ability to fund ~~any short-term~~our ~~working~~ongoing ~~capital~~operations ~~needs~~and growth initiatives; for that ~~may~~reason, ~~arise~~we inhave the ~~operation~~ability and intent to hold these ARS investments until a recovery of ~~our~~the auction process, redemption by the seller or ~~business~~maturity.

Our investments are comprised primarily of money markets, municipal bonds and ARS, (see Note 5 for further detail). Our ARS are primarily AAA/Aaa rated with the vast majority collateralized by student loans guaranteed by the U.S. government under the Federal Family Education Loan Program with the remaining securities backed by monoline insurance companies. Our ARS are deemed not currently liquid since there is currently not enough demand to sell the entire issue at auction. We believe that the current lack of liquidity relating to our ARS investments will not have an impact on our ability to fund our ongoing operations and growth initiatives; for that reason, we have the ability and intent to hold these ARS investments until a recovery of the auction process, redemption by the seller or maturity. Approximately $6.9 million of our ARS, at par value, are covered by an agreement with UBS, whereby at our option, UBS will purchase from us at par value during the period June 30, 2010 through July 2, 2012 all eligible ARS.32

AtAs ~~April~~of 24October 30, 2010, we had aapproximately ~~balance~~$15.9 million of long-term marketable security investments which consisted of $~~185~~20.5 million inof ~~money~~ARS ~~market~~at ~~funds~~cost, less a valuation allowance of $4.6 Inmillion, to reflect our estimate of fair value given ~~accordance~~the ~~with~~current ~~FASB~~lack ~~guidance~~of liquidity of these investments, while taking into account the ~~money~~current credit quality of the underlying securities. If market conditions ~~funds~~deteriorate ~~are~~further, ~~included~~or a recovery in ~~our~~market ~~“Cash~~values does not occur, ~~and~~we ~~cash~~may ~~equivalents”~~be ~~line~~required ~~item~~to onrecord ~~our~~additional ~~Condensed~~unrealized ~~Consolidated~~or ~~Balance~~realized ~~Sheets~~losses in future ~~since~~quarters. In ~~these~~the ~~type~~first ofquarter ~~investments~~ended ~~are~~October ~~considered~~30, to2010, bewe ~~highly~~redeemed $6.9 ~~liquid~~million of ARS.

~~During~~We have ~~the~~no ~~second~~reason ~~quarter~~to ~~ended~~believe ~~January~~that ~~23,~~any ~~2010, we conducted a tender offer for our Notes. All~~ of the ~~outstanding~~underlying ~~Notes~~issuers ~~with an aggregate balance~~ of ~~$112.5~~our ~~million were~~ARS ~~validly~~are ~~tendered for exchange and not withdrawn as of January 22, 2010, the~~presently ~~expiration~~at ~~date~~risk of ~~the Offer~~default. ~~Therefore,~~ Although we ~~were~~continue ~~contractually obligated~~ to ~~the~~receive ~~terms~~interest ofpayments ~~the exchange as of January 23, 2010 and we recorded~~on ~~the~~these ~~Offer~~securities in ~~our~~accordance ~~second~~with ~~quarter~~their ~~consolidated~~stated ~~financial statements. Total~~terms, ~~consideration~~we ~~for~~expect the ~~Offer was $273.4 million and~~interest ~~was~~payments ~~comprised~~to ~~of: cash~~significantly ofdecrease ~~$112.5~~in ~~million~~accordance ~~for~~with the ~~face~~terms ~~amount~~ of ~~the~~these ~~Notes;~~securities. ~~cash~~In ofaddition, ~~$4.5~~we ~~million~~believe asthat ~~inducement~~we towill ~~exchange~~not ~~($40~~be ~~per~~able ~~$1,000~~to ~~principal~~access ~~amount~~funds ~~tendered);~~if ~~and~~needed ~~the~~from ~~issuance~~these ofsecurities ~~approximately~~until ~~6.2~~future ~~million~~auctions ~~shares of~~for ~~our~~these ~~common~~ARS are ~~stock~~successful, ~~valued~~we atsell ~~$156.4 million. We have reflected~~ the ~~total cash~~securities ~~payment~~in ofa ~~$117~~secondary ~~million~~market aswhich ofis ~~January~~currently limited ~~23,~~or ~~2010~~they inare ~~our~~redeemed ~~consolidated~~by ~~balance sheet in~~ the ~~line item, “Tender Offer Payable and Convertible Senior Notes~~seller.” As a result ~~of the Offer~~, we ~~reduced~~may ~~deferred~~be ~~tax liabilities~~unable byto ~~$14.6~~liquidate ~~million~~our ~~and~~investment ~~reduced~~in ~~taxes~~these ~~payable~~ARS bywithout $0incurring significant losses.2 We ~~million,~~may ~~with~~have ~~a corresponding increase~~ to ~~additional~~hold ~~paid~~these insecurities ~~capital~~until offinal ~~$14.8~~maturity ~~million. In~~in ~~connection~~order ~~with~~to ~~the~~redeem ~~Offer,~~them wewithout ~~recognized~~incurring aany ~~loss of $5~~losses.8 For ~~million~~these ~~consisting~~reasons, ofwe ~~$4.5~~believe ~~million related to~~ the ~~inducement~~recovery ~~amount~~period ~~and~~for ~~$1.3~~these ~~million~~investments ~~which~~ is ~~equal~~likely to ~~the~~ ~~difference~~be ~~between~~longer ~~the~~than ~~net~~12 months. Based ~~book~~on ~~value~~our ~~and~~expected ~~the~~operating ~~fair~~cash ~~value~~flows ofand ~~the~~our ~~Notes upon~~other ~~redemption~~sources inof ~~accordance with ASC 470-20. Previously in December 2009~~cash, ~~in a private transaction,~~ we ~~accepted~~do ~~for~~not ~~exchange~~anticipate ~~$2.5 million of~~ the ~~Notes~~ ~~for~~lack ~~an aggregate cash amount~~ of ~~approximately~~liquidity ~~$5.4~~on ~~million. The~~these ~~loss~~investments ~~associated~~will ~~with~~affect ~~the~~our ~~December~~ability ~~2009 exchange was de minimus~~ to execute our ~~consolidated~~ ~~financial~~current ~~statements. No~~business ~~Notes remain outstanding~~plans.

49Debt

WeOn November do25, ~~not have~~2009, ~~any~~we ~~undisclosed~~entered ~~material~~into ~~transactions~~a or$200 ~~commitments~~million ~~involving~~revolving ~~related~~credit agreement ~~persons~~(the or“Credit ~~entities~~Agreement”) with the lenders thereunder. WeAs ~~held~~of noOctober 30, ~~material~~2010, ~~options~~we orhad ~~other~~$26.8 ~~derivative instruments~~million atof ~~April~~outstanding 24letters of credit, ~~2010~~of which $10. We4 million dowas ~~not~~issued ~~have~~by ~~any~~one ~~off-balance~~of ~~sheet arrangements~~our orbanks ~~transactions~~and ~~with~~$16.4 ~~unconsolidated,~~million ~~limited~~are ~~purpose~~private label ~~entities. In~~letters ~~the~~of ~~normal~~credit ~~course~~issued ofby ~~business,~~the weCompany; ~~enter~~the ~~into~~outstanding ~~operating leases~~balance ~~for~~is ~~our~~primarily relating ~~store~~to ~~locations~~insurance policies, and ~~utilize~~$21.8 million of trade letters of credit relating ~~principally~~to ~~for~~ the importation of merchandise. We believe this revolving credit facility gives us ample capacity to fund any short-term working capital needs that may arise in the operation of our business. As of October 30, 2010 we had $189.6 million available under the Credit Agreement.

WeOur ~~believe~~Credit ~~that~~Agreement ~~our~~has ~~cash~~financial covenants with respect to, ~~cash~~among ~~equivalents~~other things, ~~short-term~~a fixed ~~investments~~charge coverage ratio, as well as customary representations, warranties and ~~cash~~affirmative ~~flow~~covenants. We are required to maintain the fixed ~~from~~charge ~~operations,~~coverage ~~along~~ratio ~~with~~for any period of four fiscal quarters ending during a Covenant Period as defined in the ~~credit~~Credit ~~agreement~~Agreement ~~mentioned~~of ~~above~~at least 1.10 to 1.00. As of October 30, ~~will~~2010, bethe actual fixed charge coverage ratio ~~adequate~~was 1.72 to ~~fund~~1.00. ~~our~~The ~~planned~~Credit ~~capital~~Agreement ~~expenditures~~also ~~and~~contains ~~all~~customary ~~other~~negative covenants, ~~operating~~subject to negotiated exceptions, including, among others, on liens, ~~requirements~~investments, indebtedness, significant corporate changes including mergers and acquisitions, dispositions and restricted payments. The Credit Agreement also contains customary events of default, such as payment defaults, cross-defaults to other ~~proposed~~material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control or ~~contemplated~~the ~~expenditures~~failure ~~for~~to atobserve ~~least~~the negative covenants and other covenants related to the operation of our ~~next~~business. We 12were ~~months~~in compliance with all financial covenants contained in the Credit Agreement as of October 30, 2010.

In January 2003, Dunnigan Realty, LLC, our wholly-owned consolidated subsidiary, purchased the Suffern facility, of which the major portion is dressbarn’s corporate offices and distribution center, for approximately $45.3 million utilizing internally generated funds. In July 2003, Dunnigan Realty, LLC borrowed $34.0 million with a 5.33% rate mortgage loan. The mortgage has a twenty-year term with annual payments of $2.8 million including principal and interest and is secured by a first mortgage lien on the Suffern facility. Dunnigan Realty, LLC receives rental income and reimbursement for taxes and common area maintenance charges from two tenants that occupy the Suffern facility that are not affiliated with us. These unaffiliated rental payments are used to offset the mortgage payments and planned capital and maintenance expenditures for the Suffern facility.

Payment of Dividends

Our Credit Agreement does not permit cash dividends but allows us to pay stock dividends, provided that at the time of and immediately after giving effect to the stock dividend, (a) there is no default or event of default, (b) the fixed charge coverage ratio (as defined in the Credit Agreement) is not less than 1.25 to 1.00, and (c) borrowings under the Credit Agreement do not exceed 75% of the total available borrowings (such that availability (as defined in the Credit Agreement) is not less than 25% of the aggregate revolving commitments (as defined in the Credit Agreement)).

Share Repurchase Program

Off Balance Sheet Arrangements

We do not have any undisclosed material transactions or commitments involving related persons or entities. We held no material options or other derivative instruments at October 30, 2010. We do not have any off-balance sheet arrangements or transactions with unconsolidated, limited purpose entities. In the normal course of business, we enter into operating leases for our store locations and utilize letters of credit principally for the importation of merchandise.

We believe that our cash, cash equivalents, short-term investments and cash flow from operations, along with the credit agreement mentioned above, will be adequate to fund capital expenditures and all other operating requirements over the next 12 months.

Contractual Obligations and Commercial Commitments

~~The~~There ~~material~~have ~~change~~been tono ~~the~~material ~~contractual~~changes ~~obligations and commercial commitments~~ during the period covered by this report, ~~was~~outside of ~~due~~the toordinary ~~the~~course ~~Merger~~of business, ~~which~~to ~~was~~the ~~effective~~contractual onobligations specified in ~~November~~the ~~25,~~table ~~2009. See~~of ~~Note~~contractual 17obligations ofincluded ~~our~~in ~~Condensed~~the ~~Consolidated~~section “Management’s Discussion and Analysis of Financial ~~Statements~~Condition ~~for~~and ~~information~~Results ~~regarding~~of Operations” included in our ~~contractual~~Fiscal ~~obligations~~2010 ~~and commercial~~Annual ~~commitments~~Report on Form 10-K/A.

Seasonality

The retail apparel market has two principal selling seasons, spring (our third and fourth fiscal quarters) and fall (our first and second fiscal quarters). The dressbarn and maurices brands have historically experienced substantially lower earnings in our second fiscal quarter ending in January than during our other three fiscal quarters, reflecting the intense promotional atmosphere that has characterized the holiday shopping season in recent years. Justice sales and operating profits are significantly higher during the fall season, as this includes both the back to school and holiday selling periods. We expect these trends to continue. In addition, our quarterly results of operations may fluctuate materially depending on, among other things, increases or decreases in comparable store sales, adverse weather conditions, shifts in timing of certain holidays, the timing of new store openings, net sales contributed by new stores, ~~and~~ changes in our merchandise mix and the timing of marketing promotions.

Critical Accounting Policies and Estimates

Management has determined that our most critical accounting policies are those related to revenue recognition, merchandise inventories, investment securities, long-lived assets, insurance reserves, claims and contingencies, litigation, operating leases, income taxes, goodwill impairment, sales returns and share-based compensation. We continue to monitor our accounting policies to ensure proper application. Other than the changes shown below, we have made no changes to these policies as discussed in our Annual Report on Form 10-K/A for the fiscal year ended July 2531, ~~2009~~2010.

Recent Accounting Pronouncements

See ~~Notes~~Note 3 ~~and 4~~ of our Condensed Consolidated Financial Statements for information ~~regarding~~ regarding recent accounting pronouncements.

5034

Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk since July 2531, ~~2009~~2010, except as described below. Our market risk profile as of July 2531, ~~2009~~2010 is disclosed in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of our Fiscal ~~2009~~2010 Annual Report on Form 10-K/A.

The ~~recent and~~ current disruptions in the credit markets have adversely affected the ~~auction~~ auction market for ARS. Our remaining available-for-sale ARS balance of $3320.8 5 million ~~are~~is primarily investments in highly-rated (AAA/Aaa) auction ~~rate~~ rate securities. We classify our net $2715.79 million investment in available-for-sale ARS as long-term assets on our Condensed Consolidated Balance Sheets because of our inability to determine when our investments in ARS would settle. We determined that the $64.16 million valuation adjustment for the quarter ended ~~April 24~~October 30, 2010 was not other-than-temporary, and therefore was recorded within the other comprehensive (loss) income component of shareholders’ equity and did not affect our earnings. If the current market conditions deteriorate further, or a recovery in market values does not occur, we may be required to record additional unrealized or realized losses in future quarters. Management believes that the working capital available, excluding the funds held in ARS, will be sufficient to meet our cash requirements for at least the next 12 months.

InThe ~~November~~market ~~2008,~~risk weinherent ~~accepted~~in aour ~~settlement~~financial ~~offer~~instruments ~~whereby~~and ~~UBS~~in ~~agreed~~our ~~that~~financial ~~it would~~position ~~purchase~~represents ~~eligible~~the ~~ARS~~potential itloss ~~sold~~arising tofrom usadverse ~~prior~~changes toin ~~February 13, 2008~~interest rates. ~~Under the~~Our ~~terms~~results of ~~the~~operations ~~Settlement~~could ~~Agreement,~~be atnegatively ~~our~~impacted ~~option, UBS will purchase eligible~~by ~~ARS~~decreases ~~from~~in usinterest atrates ~~par~~on ~~value~~our ~~during the period June 30~~investments, ~~2010~~including ~~through~~our ~~July~~investments 2,in ~~2012~~ARS. ~~UBS~~Please ~~has~~see ~~offered~~Notes to4 ~~also~~and ~~provide~~5 ~~us with access to “no net cost” loans up to 75%~~ of ~~the~~our ~~par~~Condensed ~~value~~Consolidated ~~of eligible ARS until June 30,~~Financial ~~2010. We~~Statements ~~held~~for ~~approximately~~further ~~$6.9~~information ~~million,~~regarding atour ~~par~~investments ~~value, of eligible~~in ARS ~~with UBS as of November 2008~~.

The market risk inherent in our financial instruments and in our financial position represents the potential loss arising from adverse changes in interest rates. Our results of operations could be negatively impacted by decreases in interest rates on our investments, including our investments in ARS. Please see Note 5 of our Condensed Consolidated Financial Statements for further information regarding our investments in ARS.

Item 4 - CONTROLS AND PROCEDURES

No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), occurred during the fiscal quarter ended ~~April 24~~October 30, ~~2010~~ 2010 that has materially affected, or is reasonably likely to materially affect, ~~the~~ the Company’s internal control over financial reporting.

InWe ~~November~~conducted ~~2009~~an evaluation, under the ~~Company~~supervision ~~completed~~and ~~its~~with ~~acquisition~~the participation of management, ~~Tween~~including ~~Brands.~~the Chief Executive Officer and Chief Financial Officer, ~~Management~~of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is ~~currently~~defined in Rules 13a−15(e) and 15d−15(e) under the Exchange ~~process~~Act) as of ~~implementing~~October ~~its~~30, ~~integration~~2010. There ofare inherent limitations ~~Tween~~to ~~Brand’s~~the ~~internal~~effectiveness of any system of disclosure controls ~~over~~and ~~financial~~procedures, including ~~reporting~~the ~~with~~possibility of human error and the ~~Company’s~~circumvention or overriding of ~~internal~~the controls ~~over~~and ~~financial~~procedures. Accordingly, ~~reporting~~even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. ~~This~~Our ~~integration~~disclosure ~~may~~controls ~~lead~~and procedures are designed to ~~changes~~provide inreasonable assurance of achieving their control objectives. Based on such evaluation, the ~~internal~~Chief ~~controls~~Executive ~~over~~Officer ~~financial~~and Chief ~~reporting~~Financial ~~for~~Officer ~~Dress~~concluded ~~Barn~~that our disclosure controls and procedures ~~Tween~~were ~~Brands~~effective at the reasonable assurance level as of the end of the period covered and in ~~future~~ensuring ~~fiscal~~that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods~~. Management~~ ~~expects~~specified in the ~~integration~~Commission’s rules and ~~process~~forms and is accumulated and communicated to beour ~~completed~~management, ~~during~~including ~~fiscal~~the ~~2010~~Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

We conducted an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a−15(e) and 15d−15(e) under the Exchange Act) as of April 24, 2010. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered and in ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Part II - OTHER INFORMATION

Item 1 – LEGAL PROCEEDINGS

On ~~October~~January 221, ~~2009~~2010, ~~three lawsuits against~~ Tween Brands ~~and~~was ~~its~~sued ~~Board~~in ofthe ~~Directors were~~U.S. ~~consolidated~~District inCourt ~~Delaware~~for ~~state~~the Eastern ~~court~~District ~~into~~of aCalifornia. This ~~single~~ purported class action ~~relating~~ ~~to the merger of Tween Brands into a subsidiary of ours. The lawsuit alleged~~alleges, among other things, that Tween Brands ~~and~~violated ~~its~~the ~~directors breached~~Fair ~~their~~Labor ~~fiduciary~~Standards ~~duties~~Act by not ~~allegedly~~properly ~~failing~~paying toits ~~obtain~~employees ~~adequate consideration~~for inovertime ~~the proposed merger~~ and ~~issuing~~missed ~~allegedly inadequate disclosure~~rest ~~documents~~breaks. ~~Plaintiffs~~In ~~and~~September ~~defendants~~2010, ~~entered~~the ~~into~~parties aagreed ~~settlement agreement pursuant~~ to ~~which~~a ~~Tween Brands put additional disclosure language in~~tentative ~~its~~settlement ~~merger~~of ~~proxy~~this ~~statement~~wage and ~~agreed~~hour tolawsuit ~~pay~~and ~~legal~~we ~~fees~~have toaccrued ~~plaintiffs’~~for ~~law~~this ~~firms~~settlement. The settlement ~~agreement~~is ~~was~~subject ~~submitted~~to onpreliminary ~~April~~court 5approval, notice ~~2010~~ to the ~~Delaware~~ ~~Chancery~~purported ~~Court. We~~class ~~anticipate~~members ~~that~~and afinal ~~settlement~~court ~~hearing will be held in mid-June 2010~~approval.

Between November 2008 and October 2009, Tween Brands was sued in three purported class action lawsuits alleging that Tween Brands’ telephone capture practice in California violated the Song-Beverly Credit Card Act, which protects consumers from having to provide personal information as a condition to a credit card transaction. All three cases were consolidated in California state court. A mediation was held in January 2010. The parties have agreed in principle to a settlement and have a settlement hearing scheduled for mid-June of 2010 for preliminary court approval.35

In addition to the litigation discussed above, we are, and in the future, may be, involved in various other lawsuits, claims and proceedings incident to the ordinary course of business. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. The results of these lawsuits, claims and proceedings cannot be predicted with certainty. However, we believe that the ultimate resolution of these current matters, including the matters discussed above, will not have a material adverse effect on our ~~Condensed~~consolidated ~~Consolidated~~financial statements ~~Financial Statements~~ taken as a whole.

Item 1A – RISK FACTORS

There are many risks and uncertainties that can affect our future business, financial performance or share price. In addition to the other information set forth in this report, you should review and consider the information regarding certain factors which could materially affect our business, financial condition or future results set forth under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K/A for Fiscal ~~2009~~2010. ~~Except~~There ~~as set forth below, there~~ have been no material changes during the quarter ended ~~April~~October 2430, 2010, to the Risk Factors set forth in Part I, Item 1A of our Annual Report on Form 10-K/A for fiscal year ended July 2531, ~~2009~~2010.

Recent and future economic conditions, including turmoil in the financial and credit markets, may adversely affect our business.

Recent economic conditions may adversely affect our business, including the potential impact on the apparel industry, our customers and our ability to finance our business. In addition, conditions may remain depressed in the future or may be subject to further deterioration. Recent or future developments in the U.S. and global economies may lead to a reduction in consumer spending overall, which could have an adverse impact on sales of our products.

Tightening of the credit markets and recent or future turmoil in the financial markets could also make it more difficult for us to refinance our existing indebtedness (if necessary), to enter into agreements for new indebtedness or to obtain funding through the issuance of our securities. Worsening economic conditions could also result in difficulties for financial institutions (including bank failures) and other parties that we may do business with, which could potentially, impair our ability to access financing under existing arrangements or to otherwise recover amounts as they become due under our other contractual arrangements.

As described in Note 9 to our consolidated financial statements included elsewhere herein, we have significant goodwill and other intangible assets related to our acquisition of maurices in January 2005 and the Merger consummated in November 2009. Current and future economic conditions may adversely impact maurices’ or Justice’s ability to attract new customers, retain existing customers, maintain sales volumes and maintain margins. These events could materially reduce maurices’ or Justice’s profitability and cash flow which could, in turn, lead to an impairment of maurices’ or Justice’s goodwill and intangible assets. Furthermore, if customer attrition were to accelerate significantly, the value of maurices’ or Justice’s intangible assets could be impaired or subject to accelerated amortization.

We utilize ports to import our products from Asia.

We currently ship the vast majority of our products by ocean. If a disruption occurs in the operation of ports through which our products are imported, we and our vendors may have to ship some or all of our products from Asia by air freight or to alternative shipping destinations in the United States. Shipping by air is significantly more expensive than shipping by ocean and our profitability could be reduced. Similarly, shipping to alternative destinations in the United States could lead to increased lead times and costs on our products. A disruption at ports through which our products are imported could have a material adverse effect on our results of operations and cash flows.

We are pursuing a strategy of international expansion.

Justice has licensed stores in certain Middle Eastern countries and Russia and currently intends to expand into other countries in the future. In addition to the general risks associated with doing business in foreign markets, as disclosed in our prior filings, we run the risk of not being able to sustain our growth in these international markets or to penetrate new international markets in the future. As we penetrate these markets, there is increased risk of not fully complying with existing and future laws, rules and regulations of countries where we conduct business. As with any future business strategy, we can provide no assurance that our current and future international endeavors will be successful.

We may suffer negative publicity and our business may be harmed if we need to recall any products we sell.

Justice has in the past and may in the future need to recall products that we determine may present safety issues. If products we sell have safety problems of which we are not aware, or if we or the Consumer Product Safety Commission recall a product sold in our stores, we may suffer negative publicity and product liability lawsuits, which could have a material adverse impact on our reputation, financial condition and results of operations or cash flows.

Our expansion into new services and technologies subjects us to additional business, legal, financial and competitive risks.

We may have limited or no experience in our newer market segments and our customers may not adopt our new service offerings, which include our new e-commerce service. This new offering may present new and difficult technology challenges, and we may be subject to claims if customers of these offerings experience service disruptions or failures or other quality issues. In addition, our gross profits in our newer activities may be lower than in our older activities, and we may not be successful enough in these newer activities to recoup our investments in them. If any of this was to occur, it could damage our reputation, limit our growth and negatively affect our operating results.

Government regulation of the Internet and e-commerce is evolving and unfavorable changes could harm our business.

We are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet and e-commerce. Existing and future laws and regulations may impede the growth of our Internet or online services. These regulations and laws may cover taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, electronic contracts and other communications, consumer protection, the provision of online payment services, unencumbered Internet access to our services, the design and operation of websites and the characteristics and quality of products and services. It is not clear how existing laws governing issues such as property ownership, libel and personal privacy apply to the Internet and e-commerce. Jurisdictions may regulate consumer-to-consumer online businesses, including certain aspects of our programs. Unfavorable regulations and laws could diminish the demand for our products and services and increase our cost of doing business.

Risks associated with the Justice Merger

The success of the Merger will depend on our ability to manage both our operations and Justice operations, to realize opportunities for revenue growth and to some degree, to eliminate redundant and excess costs. Achieving the anticipated benefits of the Merger may present a number of significant risks and considerations, including, but not limited to:

· demands on management related to the increase in our size;

· the diversion of management’s attention from the management of daily operations to the integration of operations;

· expected cost savings not being achieved in full, or taking longer or requiring greater investment to achieve;

· achieving transition and new store growth potential;

· potential attrition of key employees following the consummation of the merger; and

· difficulties in maintaining uniform standards and controls, including internal control over financial reporting, required by the Sarbanes-Oxley Act of 2002 and related procedures and policies.

Item 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities(1), (2)

Quarter Ended ~~April 24~~October 30, 2010

Period	Total Number of Shares of Common Stock Purchased		~~Average Price Paid per Share of Common Stock~~	Average Price Paid per Share of Common Stock		~~Total Number of Shares of Common Stock Purchased as Part of Publicly Announced Plans or Programs~~	Total Number of Shares of Common Stock Purchased as Part of Publicly Announced Plans or Programs	~~Maximum Number of Shares of Common Stock that May Yet Be Purchased Under the Plans or Programs (2)~~	Maximum Number of Shares of Common Stock that May Yet Be Purchased Under the Plans or Programs (2)
January 24, 2010 through April 24, 2010	—		—			—		3,151,825
August 1, 2010 through October 30, 2010		—			—			—		4,359,197

(1) WeOn ~~have~~September 23, 2010, our Board of Directors authorized a $100 million ~~Stock~~share ~~Repurchase~~repurchase ~~Program~~program (the “~~2007~~2010 Program”)~~, which was announced on September 20, 2007~~. Under the ~~2007~~2010 Program, wepurchases ~~may~~of ~~purchase our~~ shares of our common stock may be made at our discretion from time to time, ~~either~~subject into ~~the~~market ~~open~~conditions ~~market~~and orat ~~through~~prevailing ~~private~~market ~~transactions.~~prices, ~~The~~through ~~2007~~open ~~Program~~market ~~has~~purchases noor ~~expiration~~in ~~date.~~privately Asnegotiated oftransactions ~~April~~and ~~24,~~will ~~2010,~~be ~~the~~subject ~~remaining~~to ~~authorized~~applicable ~~amount~~SEC ~~for~~rules. ~~stock~~The ~~repurchases~~2010 ~~under~~Program replaced the 2007 Program ~~was~~which had a remaining authorization of $9557.34 million.

(2) Based on the closing price of $3022.2594 at ~~April~~October 2329, 2010.

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Item 4 –~~Not~~ ~~Applicable.~~REMOVED AND RESERVED

Item 6 - EXHIBITS

Exhibit		Description
10.1		Amendment to David Jaffe’s employment agreement.
31.1		Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2		Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1		Certification of David R. Jaffe pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Armand Correia pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

55* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

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

	The Dress Barn, Inc.
	THE DRESS BARN, INC.
Date: June 3, 2010	BY:	/s/ David R. Jaffe
Date: December 9, 2010	BY:	/s/ David R. Jaffe
	David R. Jaffe
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
Date: June 3, 2010	BY:	/s/ Armand Correia
Date: December 9, 2010	BY:	/s/ Armand Correia
	Armand Correia
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

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