DRESS BARN INC (Form: 8-K, Received: 08/30/2006 09:16:43)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 29, 2006

THE DRESS BARN, INC .

(Exact name of registrant as specified in its charter)

(State or other Jurisdiction of Incorporation)

0-11736		06-0812960
Commission File		(I.R.S. Employer
Number)		Identification No.)

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

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

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (ss General Instruction A.2. below):

□	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

□	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 204.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On August 29, 2006, The Dress Barn, Inc. (“Dress Barn”) and Mrs. Roslyn Jaffe, a member of the Board of Directors of Dress Barn (the “Board”), signed an agreement pursuant to which, effective as of July 30, 2006, Mrs. Jaffe would receive a supplemental retirement benefit of $50,000 per year for life (subject to a cost-of-living adjustment). The Board approved this retirement benefit in view of Mrs. Jaffe’s role as co-founder of Dress Barn and her 44 years of service to Dress Barn.

A copy of the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number	Description

99.1 Agreement dated August 29, 2006 between Mrs. Roslyn S. Jaffe and The Dress Barn, Inc.

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. (Registrant)

Date: August 30, 2006
	BY: /s/ ARMAND CORREIA Armand Correia Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit Number	Description

99.1 Agreement dated August 29, 2006 between Mrs. Roslyn S. Jaffe and The Dress Barn, Inc.

The Dress Barn, Inc.

Mrs. Roslyn S. Jaffe

The Dress Barn, Inc.

30 Dunnigan Drive

Suffern, NY 10901

Dear Mrs. Jaffe:

August 29, 2006

In view of your role as co-founder of the Company and your 44 years of service to the Company, the Company has agreed to provide you, effective July 30, 2006, with a supplemental retirement benefit of $50,000 per annum or such higher amount as results from a COLA Adjustment ¹ , recalculated at the end of each of our fiscal years from July 29, 2006, payable monthly for the rest of your life (the “Supplemental Retirement Benefit”). In view of the recently adopted provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), no payment will be made to you for the first six months following July 30, 2006 and a lump sum Supplemental Retirement Benefit payment will be made to you on February 1, 2007 equal to the Supplemental Retirement Benefit that would have been paid during the period beginning July 30, 2006 and ending February 1, 2007 so that your Supplemental Retirement Benefit for our fiscal year beginning July 30, 2006 shall be in the amount of $50,000.

The Company intends that the Supplemental Retirement Benefit comply with Section 409A, and shall be limited, construed and interpreted in accordance with such intent. In the event that any provision does not so comply, the Company shall reform the Supplemental Retirement Benefit, after good faith consultation with you, to the maximum extent possible to retain the intended economic and tax benefits to you without violating Section 409A or creating any unintended or adverse consequences to you.

¹ a “COLA Adjustment” means an increase in the Consumer Price Index for Urban Consuers for N.Y.-Northern N.J.-Long Island, NY-NJ-CT-PA

If the foregoing meets with your approval, please countersign and return to the Company a copy of this letter.

THE DRESS BARN, INC.

By: /s/ Armand Correia

Armand Correia, SVP, Chief

ACCEPTED AND AGREED TO: