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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1. Name and Address of Reporting Person * JAFFE ELISE   2. Issuer Name and Ticker or Trading Symbol Ascena Retail Group, Inc. [ASNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) C/O ASENA RETAIL GROUP, INC., 30 DUNNIGAN DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 12/07/2012 (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 12/07/2012   M   160,000 A $ 3.38 9,931,983 (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

$ 3.38 (4)

12/07/2012

M

160,000

12/09/2003(2)

12/09/2012

Common

160,000

$ 0

0

D

Options to Buy

$ 5.92 (5)

10/12/2006(2)

10/12/2015

Common

160,000

160,000

D

Option To Buy

$ 7.495 (5)

09/18/2009(2)

09/18/2018

Common

80,000

80,000

D

Option To Buy

$ 8.835 (5)

09/24/2010(3)

09/24/2019

Common

30,000

30,000

D

Option To Buy

$ 11.695 (5)

09/23/2011(3)

09/23/2020

Common

30,000

30,000

D

Option To Buy

$ 13.135 (6)

09/21/2012(3)

09/21/2021

Common

30,000

30,000

D

Restricted Stock Shares

(7)

(8)

(8)

Common

7,644

7,644

D

Restricted Share Units

(9)

(10)

(10)

Common

500

500

D

Option To Buy

$ 20.79 (6)

09/20/2013(3)

09/20/2022(3)

Common

15,000

15,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JAFFE ELISE C/O ASENA RETAIL GROUP, INC. 30 DUNNIGAN DRIVE SUFFERN, NY 10901			Senior Vice President

Signatures

Mary Beth Riley, by power of attorney		12/07/2012
**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)	Includes 20,319 shares of performance based shares awarded under the Company's 2012 Long Term Incentive Plan (the "2012 LTIP")
(2)	Exercisable in five equal annual installments with the first installment on the date indicated.
(3)	Exercisable in four equal annual installments with the first installment on the date indicated.
(4)	Granted under the Company's 1995 Stock Option Plan.
(5)	Granted under the Company's 2001 Stock Incentive Plan
(6)	Granted under the Company's 2010 Stock Incentive Plan
(7)	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock. under 2014 LTIP.
(8)	These shares vested 1/3 on each of the following dates: July 30, 2012, July 30, 2013 and July 30, 2014.
(9)	Restricted share units issued under the Company's 2010 Stock Incentive Plan.
(10)	These units vest in two equal installments on June 19, 2013 and June 19, 2014.

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