FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *   MUTO GARY 2. Date of Event Requiring Statement (Month/Day/Year) 08/01/2017 3. Issuer Name and Ticker or Trading Symbol Ascena Retail Group, Inc. [ASNA] (Last) (First) (Middle) C/O ASCENA RETAIL GROUP, INC., 933 MACARTHUR BOULEVARD 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO-ascena brands 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) MAHWAH, NJ 07430 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common 133,307 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (1)	  (2)	  (2)	Common	80,000	$ 0	D	Â
Restricted Stock Units (1)	  (3)	  (3)	Common	31,997	$ 0	D	Â
Restricted Stock Units (4)	  (5)	  (5)	Common	73,892	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MUTO GARY C/O ASCENA RETAIL GROUP, INC. 933 MACARTHUR BOULEVARD MAHWAH, NJ 07430	Â	Â	  President & CEO-ascena brands	Â

Signatures

Mary Beth Riley, Power of Attorney		08/03/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Granted under the Company's 2010 Stock Incentive Plan.
(2)	On September 29, 2015, the reporting person was granted 80,000 restricted stock units, vesting in three equal annual installments beginning September 29, 2018.
(3)	On October 23, 2015, the reporting person was granted 48,000 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
(4)	Granted under the Company's 2016 Omnibus Incentive Plan.
(5)	On September 21, 2016, the reporting person was granted 73,892 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
  Remarks: EXHIBIT LIST:  EX-24: Power of Attorney Gary Muto

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