ASCENA RETAIL GROUP, INC.
933 MacArthur Boulevard
Mahwah, New Jersey 07430
July 8, 2015
VIA EDGAR
John Reynolds
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549-1004
| Re: | Ascena Retail Group, Inc. |
| Registration Statement on Form S-4 |
| File No. 333- 204984 |
Dear Mr. Reynolds:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Ascena Retail Group, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement, so that it may become effective at 5:00 p.m. Eastern Time on July 10, 2015, or as soon thereafter as practicable.
The Company acknowledges that:
(a) should the United States Securities and Exchange Commission (the “Commission”) or its staff (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
(b) the action of the Commission or its Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and
(c) the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Very truly yours, | ||
| ASCENA RETAIL GROUP, INC. | ||
| By: | /s/ David Jaffe | |
| Name: | David Jaffe | |
| Title: | President and Chief Executive Officer | |
