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)
09/21/2011
(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               4,976,164 (1) 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
Option to Buy $ 7.56 (2)             06/04/2003(5) 06/04/2012 Common 300,000   300,000 D  
Options to Buy $ 6.76 (2)             12/09/2003(5) 12/09/2012 Common 300,000   300,000 D  
Option To Buy $ 11.84 (3)             10/12/2006(5) 10/12/2015 Common 300,000   300,000 D  
Option to Buy $ 14.99 (3)             09/18/2009(5) 09/18/2018 Common 250,000   250,000 D  
Option To Buy $ 17.67 (3)             09/24/2010(6) 09/24/2019 Common 80,000   80,000 D  
Option To Buy $ 30 (3)             12/09/2010(6) 12/09/2019 Common 150,000   150,000 D  
Option To Buy $ 23.39 (3)             09/23/2011(6) 09/23/2020 Common 80,000   80,000 D  
Option To Buy $ 30 (3)             09/23/2011(6) 09/23/2020 Common 75,000   75,000 D  
Option To Buy $ 31.09 (4)             03/09/2012(7) 03/09/2021 Common 44,322   44,322 D  
Option To Buy $ 26.27 (4) 09/21/2011   A   80,000   09/21/2012(6) 09/21/2021 Common 80,000 $ 0 80,000 D  
Restricted Stock Units (8) 09/21/2011   A   80,000     (9)   (9) Common 80,000 $ 0 80,000 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   09/23/2011
**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) Includes 12,500 shares of restricted stock awarded under the Company's 2001 Stock Incentive Plan.
(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.
(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.

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