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 *
Levine Jay S.
   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)
SVP, Chief Accounting Officer
(Last)
(First)
(Middle)
C/O ASCENA RETAIL GROUP, INC., 30 DUNNIGAN DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
10/23/2012
(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               2,500 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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' $ 16.31             06/02/2012(1) 06/02/2021 Common 40,000   40,000 D  
Option to Buy $ 13.135             09/21/2012(1) 09/21/2021 Common 40,000   40,000 D  
Restricted Share Units (2)               (3)   (3) Common 2,500   2,500 D  
Restricted Share Units (4)               (5)   (5) Common 5,000   5,000 D  
Option To Buy $ 20.79             09/20/2013(1) 09/20/2022(1) Common 20,000   20,000 D  
Performance Share Units (6) 10/23/2012   J     10,000 (7)   (6)   (6) Common 10,000 $ 0 0 D  
Restricted Stock Units (6) 10/23/2012   J     5,000 (8)   (6)   (6) Common 5,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Levine Jay S.
C/O ASCENA RETAIL GROUP, INC.
30 DUNNIGAN DRIVE
SUFFERN, NY 10901		       SVP, Chief Accounting Officer  

Signatures

 Mary Beth Riley, Power of Attorney   10/25/2012
**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) Exercisable in four equal installments with the first installment on the date indicated.
(2) Restricted share units issued under the Comnpany's 2010 Stock Incentive Plan. These shares will vest 50% on the one year anniversary date (i.e. June 2, 2012), and another 50% on the two year anniversary date of the grant (i.e. June 2, 2013).
(3) These shares vested 50% on the one year anniversary date (i.e. June 2, 2012), and another 50% will vest the two year anniversary date of the grant (i.e. June 2, 2013).
(4) Restricted shares units issued under the Company's 2010 Stock Incentive Plan.
(5) These units vest in two equal installments on June 19, 2013 and June 19, 2014.
(6) Not applicable.
(7) Represents the rescission on 10/23/2012 of the shares awarded under the Company's 2014 Long Term Incentive Plan granted on 9/21/2011.
(8) Represents the rescission on 10/23/2012 of the shares awarded under the Company's 2015 Long Term Incentive Plan granted on 9/20/2012.

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