SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C.  20549
                                
                                
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                              1934
                                
                                
Date of Report (Date of earliest event reported)September 29,
1995
                                
                  ANNTAYLOR STORES CORPORATION
     (Exact name of registrant as specified in its charter)

      Delaware            1-10738            13-3499319
(State   of   other   jurisdiction   of               (Commission
(I.R.S. Employer Identification Number)
   incorporation)       File Number)


142 West 57th Street, New York, NY             10019
(Address of principal executive offices)     (Zip Code)
                                
                                
                         (212) 541-3300
      (Registrant's telephone number, including area code)
   
                                
                               N/A
  (Former name or former address, if changed since last report)
                                
                                
                                
                                
                                
                                
                                
   
ITEM 5.  Other Events

     On  September  29,  1995, AnnTaylor, Inc.  ("Ann  Taylor"),  a
wholly  owned  subsidiary  of  AnnTaylor  Stores  Corporation  (the
"Company"),  entered into an amended and restated credit  agreement
to  replace  its existing bank credit agreement.  The  amended  and
restated  credit  agreement provides, among other  things,  for  an
additional  $25  million  of financing pursuant  to  a  term  loan,
thereby  increasing the amounts available to Ann Taylor  under  the
credit  agreement from $125 million to $150 million.   The  amended
and   restated  credit  agreement  contains  financial  and   other
covenants,  including  limitations  on  indebtedness,   liens   and
investments,  restrictions on dividends or other  distributions  to
stockholders,   and  maintaining  certain  financial   ratios   and
specified  levels  of  net  worth, some of  which  provisions  were
amended  by  the  new agreement.  The amended and  restated  credit
agreement also provides for, among other things, a revised interest
rate  and  the  addition  of a limitation on capital  expenditures.
Ann Taylor's payment obligations under the agreement are guaranteed
by the Company.  The amended and restated bank credit agreement and
related  agreements are incorporated by reference  to  the  Current
Report  on  Form 8-K of Ann Taylor filed on October 17, 1995.   The
foregoing summary of the amended and restated bank credit agreement
and related agreements is qualified in its entirety by reference to
such agreements.
     
ITEM 7.  Financial Statements and Exhibits
     
   The exhibits listed in the following exhibit index are filed  as
part of this Report.
     
   Exhibit No.
   10.1      Amended  and Restated Credit Agreement,  dated  as  of
       September  29,  1995,  among Ann  Taylor,  Bank  of  America
       National  Trust and Savings Association ("Bank of America"),
       Fleet   Bank,   National  Association,  as  Co-Agents,   the
       financial  institutions from time to time party thereto,  BA
       Securities,  Inc.,  as Arranger, and  Bank  of  America,  as
       Agent.   Incorporated by reference to Exhibit  10.1  to  the
       Current  Report on Form 8-K of Ann Taylor filed  on  October
       17, 1995.
       
   10.2      Amended  and  Restated Security and Pledge  Agreement,
       dated  as of September 29, 1995, made by Ann Taylor in favor
       of  Bank of America, as Agent.  Incorporated by reference to
       Exhibit 10.2 to the Current Report on Form 8-K of Ann Taylor
       filed on October 17, 1995.
       
   10.3     Trademark Security Agreement, dated as of September 29,
       1995,  made  by Ann Taylor in favor of Bank of  America,  as
       Agent.   Incorporated by reference to Exhibit  10.3  to  the
       Current  Report on Form 8-K of Ann Taylor filed  on  October
       17, 1995.
       
   10.4      Amended  and Restated Guaranty, dated as of  September
       29,  1995, made by the Company in favor of Bank of  America,
       as  Agent.  Incorporated by reference to Exhibit 10.4 to the
       Current  Report on Form 8-K of Ann Taylor filed  on  October
       17, 1995.
       
   10.5      Amended  and  Restated Security and Pledge  Agreement,
       dated as of September 29, 1995, made by the Company in favor
       of  Bank of America, as Agent.  Incorporated by reference to
       Exhibit 10.5 to the Current Report on Form 8-K of Ann Taylor
       filed on October 17, 1995.
                          


                               SIGNATURES
                                
                                
                                
   Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned hereunto duly authorized.
   
   
                                   AnnTaylor Stores Corporation

Date:    October 17, 1995

                                      By: /s/  Walter J. Parks
                                          ---------------------
                                          Walter J. Parks
                                          Senior Vice President - Finance
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SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C.  20549
                                
                                
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                              1934
                                
                                
Date of Report (Date of earliest event reported)September 29,
1995
                                
                  ANNTAYLOR STORES CORPORATION
     (Exact name of registrant as specified in its charter)

      Delaware            1-10738            13-3499319
(State   of   other   jurisdiction   of               (Commission
(I.R.S. Employer Identification Number)
   incorporation)       File Number)

142 West 57th Street, New York, NY             10019
(Address of principal executive offices)     (Zip Code)
                                
                                
                         (212) 541-3300
      (Registrant's telephone number, including area code)
   
                                
                               N/A
  (Former name or former address, if changed since last report)
                                
                                
                                
                                
                                
                                
                                
   
ITEM 5.  Other Events

     On  September  29,  1995, AnnTaylor, Inc.  ("Ann  Taylor"),  a
wholly  owned  subsidiary  of  AnnTaylor  Stores  Corporation  (the
"Company"),  entered into an amended and restated credit  agreement
to  replace  its existing bank credit agreement.  The  amended  and
restated  credit  agreement provides, among other  things,  for  an
additional  $25  million  of financing pursuant  to  a  term  loan,
thereby  increasing the amounts available to Ann Taylor  under  the
credit  agreement from $125 million to $150 million.   The  amended
and   restated  credit  agreement  contains  financial  and   other
covenants,  including  limitations  on  indebtedness,   liens   and
investments,  restrictions on dividends or other  distributions  to
stockholders,   and  maintaining  certain  financial   ratios   and
specified  levels  of  net  worth, some of  which  provisions  were
amended  by  the  new agreement.  The amended and  restated  credit
agreement also provides for, among other things, a revised interest
rate  and  the  addition  of a limitation on capital  expenditures.
Ann Taylor's payment obligations under the agreement are guaranteed
by the Company.  The amended and restated bank credit agreement and
related  agreements are incorporated by reference  to  the  Current
Report  on  Form 8-K of Ann Taylor filed on October 17, 1995.   The
foregoing summary of the amended and restated bank credit agreement
and related agreements is qualified in its entirety by reference to
such agreements.
     
ITEM 7.  Financial Statements and Exhibits
     
   The exhibits listed in the following exhibit index are filed  as
part of this Report.
     
   Exhibit No.
   10.1      Amended  and Restated Credit Agreement,  dated  as  of
       September  29,  1995,  among Ann  Taylor,  Bank  of  America
       National  Trust and Savings Association ("Bank of America"),
       Fleet   Bank,   National  Association,  as  Co-Agents,   the
       financial  institutions from time to time party thereto,  BA
       Securities,  Inc.,  as Arranger, and  Bank  of  America,  as
       Agent.   Incorporated by reference to Exhibit  10.1  to  the
       Current  Report on Form 8-K of Ann Taylor filed  on  October
       17, 1995.
       
   10.2      Amended  and  Restated Security and Pledge  Agreement,
       dated  as of September 29, 1995, made by Ann Taylor in favor
       of  Bank of America, as Agent.  Incorporated by reference to
       Exhibit 10.2 to the Current Report on Form 8-K of Ann Taylor
       filed on October 17, 1995.
       
   10.3     Trademark Security Agreement, dated as of September 29,
       1995,  made  by Ann Taylor in favor of Bank of  America,  as
       Agent.   Incorporated by reference to Exhibit  10.3  to  the
       Current  Report on Form 8-K of Ann Taylor filed  on  October
       17, 1995.
       
   10.4      Amended  and Restated Guaranty, dated as of  September
       29,  1995, made by the Company in favor of Bank of  America,
       as  Agent.  Incorporated by reference to Exhibit 10.4 to the
       Current  Report on Form 8-K of Ann Taylor filed  on  October
       17, 1995.
       
   10.5      Amended  and  Restated Security and Pledge  Agreement,
       dated as of September 29, 1995, made by the Company in favor
       of  Bank of America, as Agent.  Incorporated by reference to
       Exhibit 10.5 to the Current Report on Form 8-K of Ann Taylor
       filed on October 17, 1995.
                          

                               SIGNATURES
                                
                                
                                
   Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned hereunto duly authorized.
   
   
                                   AnnTaylor Stores Corporation

Date:    October 17, 1995

                                      By: /s/  Walter J. Parks
                                          ---------------------
                                          Walter J. Parks
                                          Senior Vice President - Finance