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 * Montgomery Dirk A   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) EVP & CFO (Last) (First) (Middle) C/O ASCENA RETAIL GROUP, INC., 30 DUNNIGAN DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 01/31/2013 (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               0 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

$ 16.82 (1)

01/31/2013

A

25,000

01/31/2014(2)

01/31/2020(2)

Common

25,000

$ 0

25,000

D

Restricted Share Units

(1) (3)

01/31/2013

A

45,000

(4)

(4)

Common

45,000

$ 0

45,000

D

Performance Share Units

(5)

01/31/2013

A

12,500 (6)

(7)

(7)

Common

12,500 (7)

$ 0

12,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Montgomery Dirk A C/O ASCENA RETAIL GROUP, INC. 30 DUNNIGAN DRIVE SUFFERN, NY 10901			EVP & CFO

Signatures

Mary Beth Riley by Power of Attorney		02/01/2013
**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)	Granted under the Company's 2010 Stock Incentive Plan.
(2)	Exercisable in four equal installments with the first installment on the date indicated.
(3)	Restricted share units issued under the Company's 2010 Stock Incentive Plan.
(4)	These restricted share units have a 6-year graduated vesting, 10% upon each of the first three annnnniversaries, 15% upon the fourth anniversary, 20% upon the fifth anniversary, and 35% upon the sixth year anniversary.
(5)	Each performance share unit ("PSU") represents a contingent right to receive one share of Ascena common stock.
(6)	These shares of performance shares (PSU's ) were awarded under the Company's 2015 Long Term Incentive Plan (the "2015 LTIP").
(7)	The number of PSU'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.

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