Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
JAFFE DAVID R
   2. Issuer Name and Ticker or Trading Symbol
Ascena Retail Group, Inc. [ASNA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
C/O ASCENA RETAIL GROUP, INC., 30 DUNNIGAN DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
10/10/2012
(Street)

SUFFERN, NY 10901		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common 10/10/2012   A   156,890 (1) A $ 0 10,130,618 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Buy $ 3.38 (2)             12/09/2003(5) 12/09/2012 Common 600,000   600,000 D  
Option To Buy $ 5.92 (3)             10/12/2006(5) 10/12/2015 Common 600,000   600,000 D  
Option to Buy $ 7.495 (3)             09/18/2009(5) 09/18/2018 Common 500,000   500,000 D  
Option To Buy $ 8.835 (3)             09/24/2010(6) 09/24/2019 Common 160,000   160,000 D  
Option To Buy $ 15 (3)             12/09/2010(6) 12/09/2019 Common 300,000   300,000 D  
Option To Buy $ 11.695 (3)             09/23/2011(6) 09/23/2020 Common 160,000   160,000 D  
Option To Buy $ 15 (3)             09/23/2011(6) 09/23/2020 Common 150,000   150,000 D  
Option To Buy $ 15.545 (4)             03/09/2012(7) 03/09/2021 Common 88,644   88,644 D  
Option To Buy $ 13.135 (4)             09/21/2012(6) 09/21/2021 Common 160,000   160,000 D  
Restricted Stock Units (8)               (9)   (9) Common 160,000   160,000 D  
Performance Share Units (10)               (11)   (11) Common 46,158   46,158 D  
Restricted Share Units (12)               (13)   (13) Common 35,000   35,000 D  
Option To Buy $ 20.79 (4)             09/20/2013(6) 09/20/2022(6) Common 80,000   80,000 D  
Option To Buy $ 20.79 (4)             09/20/2013(6) 09/20/2022(6) Common 170,000   170,000 D  
Restricted Stock Units (14) (15)               (16)   (16) Common 250,000   250,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JAFFE DAVID R
C/O ASCENA RETAIL GROUP, INC.
30 DUNNIGAN DRIVE
SUFFERN, NY 10901		   X     President & CEO  

Signatures

 Mary Beth Riley, by power of attorney   10/11/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) These shares of performance based shares were awarded under the Company's 2012 Long Term Incentive Plan (the "2012 LTIP")
(2) Granted under the Company's 1995 Stock Option Plan
(3) Granted under the Company's 2001 Stock Incentive Plan
(4) Granted under the Company's 2010 Stock Incentive Plan.
(5) Exercisable in five equal annual installments with the first installment on the date indicated.
(6) Exercisable in four equal annual installments with the first installment on the date indicated.
(7) Vests 100% one year from date of grant.
(8) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock under the 2014 LTIP.
(9) The number of RSU's to be received will be based upon the percentage achievement by Ascena of certain financial performance targets for Ascena's fiscal years 2012, 2013 and 2014.
(10) These shares of performance based shares were awarded under the Company's 2011 Long Term Incentive Plan (the "2011 LTIP").
(11) These shares vest 1/3 on each of the following dates: July 30, 2012, July 30, 2013, and July 30, 2014.
(12) Restricted share units issued under the Company's 2010 Stock Incentive Plan.
(13) These units vested in two equal installments on June 19, 2013 and June 19, 2014.
(14) These shares of performance based stock were awarded under the Company's 2015 Long Term Incentive Plan (the "2015 LTIP").
(15) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock.
(16) The number of RSU's to be received will be based upon the percentage of achievement by Ascena of certain financial performance targets for Ascena's fiscal year 2013, 2014 and 2015.

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