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 * WEXLER GENE   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, General Counsel (Last) (First) (Middle) C/O ASCENA RETAIL GROUP, INC., 30 DUNNIGAN DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 06/19/2012 (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               18,352 (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

$ 11.65 (2)

11/29/2007(4)

11/29/2016

Common

8,000

8,000

D

Option to Buy

$ 7.495 (2)

09/18/2009(4)

09/18/2018

Common

100,000

100,000

D

Option To Buy

$ 8.835 (2)

09/24/2010(5)

09/24/2019

Common

40,000

40,000

D

Option To Buy

$ 11.695 (2)

09/23/2011

09/23/2020

Common

40,000

40,000

D

Option To Buy

$ 13.135 (3)

09/21/2012(5)

09/21/2021

Common

30,000

30,000

D

Restricted Stock Units

(6)

(7)

(7)

Common

7,500

7,500

D

Restricted Stock Units

(8)

06/19/2012

A

12,500

(9)

(9)

Common

12,500

$ 0

12,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WEXLER GENE C/O ASCENA RETAIL GROUP, INC. 30 DUNNIGAN DRIVE SUFFERN, NY 10901			SVP, General Counsel

Signatures

Mary Beth Riley, by power of attorney		06/21/2012
**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 8,180 restricted shares awarded under the Company's Fiscal 2011 Long Term Incentive Plan the "2011 LTIP". These shares vest 1/3 on each of the following dates: 7/30/12, 7/30/13, and 7/30/14.
(2)	Granted under the Company's 2001 Stock Incentive Plan.
(3)	Granted under the Company's 2010 Stock Incentive Plan
(4)	Exercisable in five equal annual installments with the first installment on the date indicated.
(5)	Exercisable in four equal annual 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 under the 2014 LTIP.
(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)	Restricted stock units issued under the Company 2010 Stock Incentive Plan.
(9)	These units vest in 2 equal installments on June 19, 2013 and June 19, 2014.

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