U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
906 OF THE SARBANES-OXLEY ACT OF 2002
with the Quarterly Report of Ascena Retail Group, Inc. (the “Company”) on Form 10-Q for the quarter ended January 28,
2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Armand Correia, Executive
Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that:
|(1)||The Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act
of 2002 and is not intended to be used for any other purpose.
/s/ Armand Correia
Vice President and Chief Financial Officer