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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * RAYDEN MICHAEL W   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) CEO, Tween Brands, Inc. (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   104,548 (1) (2) A $ 0 109,309 D   Common               13,284 I (3) See Footnote 1.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

$ 10.395 (4)

12/09/2010(5)

12/09/2019

Common

80,000

80,000

D

Option To Buy

$ 11.695 (4)

09/23/2011(5)

09/23/2020

Common

80,000

80,000

D

Option To Buy

$ 13.135 (4)

09/21/2012(5)

09/21/2021

Common

120,000

120,000

D

Restricted Stock Units

(6)

(7)

(7)

Common

77,970

77,970

D

Option To Buy (4)

$ 20.79

09/20/2013

09/20/2022

Common

80,000

80,000

D

Restricted Stock Units

(8) (9)

(10)

(10)

Common

47,576

47,576

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RAYDEN MICHAEL W C/O ASCENA RETAIL GROUP, INC. 30 DUNNIGAN DRIVE SUFFERN, NY 10901	X		CEO, Tween Brands, Inc.

Signatures

/s/ Gene Wexler, Attorney-in-Fact		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)	These shares vest immediately under the Company's Rule 75 (age plus service).
(3)	Shares by Diane Nye, Mr. Rayden's wife. Mr. Rayden disclaims ownership of these shares.
(4)	Granted under the Company's 2010 Stock Incentive Plan.
(5)	Exercisable in four equal installments with the first installment on the date indicated.
(6)	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock.
(7)	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.
(8)	These shares of performance based stock were awarded under the Company's 2015 Long Term Incentive Plan (the "2015 LTIP").
(9)	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock.
(10)	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.