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
                             --------------------


                                  June 21, 1999
                                 -------------
                        (Date of Earliest Event Reported)


                          ANNTAYLOR STORES CORPORATION
                         ----------------------------
              (Exact Name of Registrant as Specified in Charter)


           Delaware                     1-10738                 13-3499319
           --------                     -------                 ----------
(State or Other Jurisdiction    (Commission File Number)   (I.R.S. Employer
       of Incorporation)                                   Identification No.)


                                 ANNTAYLOR, INC.
                                ---------------
              (Exact Name of Registrant as Specified in Charter)


           Delaware                     1-11980                 51-0297083
           --------                     -------                 ----------
(State or Other Jurisdiction    (Commission File Number)   (I.R.S. Employer
       of Incorporation)                                   Identification No.)


                              142 West 57th Street
                            New York, New York 10019
                          ------------------------
  (Address, including Zip Code, of Registrants' Principal Executive Offices)


                              (212) 541-3300
                              --------------
            (Registrants' Telephone Number, Including Area Code)


                                 Not Applicable
                                 --------------
                 (Former Name or Former Address, if Changed
                             Since Last Report)
===============================================================================
<PAGE> 2


ITEM 5.    OTHER EVENTS.
-------    -------------

      On June 21, 1999,  AnnTaylor Stores  Corporation,  a Delaware  corporation
(the  "Company"),  announced  that it had completed the sale,  through a private
placement, of a new issue of discounted convertible  subordinated debentures due
2019 (the "Debentures"), and that the proceeds of the offering are being used in
connection  with  the  redemption,   on  July  22,  1999,  of  the  $100,000,000
outstanding 8-3/4%  subordinated  notes due 2000 (the "8-3/4% Notes")  issued by
the  Company's  wholly owned  subsidiary  AnnTaylor,  Inc.  AnnTaylor,  Inc. has
deposited  with the trustee  under the  indenture  relating to the 8-3/4% Notes,
funds  sufficient  for the  satisfaction  and  discharge  of  AnnTaylor,  Inc.'s
obligations under the 8-3/4% Note indenture.

      The  terms of the  Debentures,  and the  redemption  price  for the 8-3/4%
Notes,  are  described  in the press  release  issued by the Company on June 21,
1999,  that is attached  hereto as Exhibit  99.1 and is  incorporated  hereby by
reference.  The  information  set forth above is  qualified  in its  entirety by
reference to that press release.


ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
-------    -------------------------------------------------------------------

      (c)   Exhibits.

            99.1     Press Release issued by the Company on June
                     21, 1999.


==============================================================================
<PAGE> 3

                                   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


                                          By: /s/ Jocelyn F.L. Barandiaran
                                              -----------------------------
                                               Jocelyn F. L. Barandiaran
                                               Senior Vice President

Date:  June 21, 1999
       ----------------

==============================================================================
<PAGE> 4

                                   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, INC.


                                          By:  /s/ Jocelyn F.L. Barandiaran
                                              -----------------------------
                                               Jocelyn F. L. Barandiaran
                                               Senior Vice President

Date:  June 21, 1999
       --------------------

==============================================================================
<PAGE> 5

                                  EXHIBIT INDEX


   Exhibit No.                            Description
   -----------                            -----------

     99.1           Press Release issued by the Company on June 21, 1999.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5478}]
[{"company-data": {"conformed-name": "TAYLOR ANN STORES CORP", "cik": "0000874214", "assigned-sic": "5621", "irs-number": "133499319", "state-of-incorporation": "DE", "fiscal-year-end": "0130"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10738", "film-number": "99649783"}, "business-address": {"street1": "142 WEST 57TH ST", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2125413300"}}, {"company-data": {"conformed-name": "ANNTAYLOR INC", "cik": "0000850090", "assigned-sic": "5621", "irs-number": "510297083", "state-of-incorporation": "DE", "fiscal-year-end": "0128"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11980", "film-number": "99649784"}, "business-address": {"street1": "142 W 57TH ST", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2125413300"}}]
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
                             --------------------

                                  June 21, 1999
                                 -------------
                        (Date of Earliest Event Reported)

                          ANNTAYLOR STORES CORPORATION
                         ----------------------------
              (Exact Name of Registrant as Specified in Charter)

           Delaware                     1-10738                 13-3499319
           --------                     -------                 ----------
(State or Other Jurisdiction    (Commission File Number)   (I.R.S. Employer
       of Incorporation)                                   Identification No.)

                                 ANNTAYLOR, INC.
                                ---------------
              (Exact Name of Registrant as Specified in Charter)

           Delaware                     1-11980                 51-0297083
           --------                     -------                 ----------
(State or Other Jurisdiction    (Commission File Number)   (I.R.S. Employer
       of Incorporation)                                   Identification No.)

                              142 West 57th Street
                            New York, New York 10019
                          ------------------------
  (Address, including Zip Code, of Registrants' Principal Executive Offices)

                              (212) 541-3300
                              --------------
            (Registrants' Telephone Number, Including Area Code)

                                 Not Applicable
                                 --------------
                 (Former Name or Former Address, if Changed
                             Since Last Report)
===============================================================================
2

ITEM 5.    OTHER EVENTS.
-------    -------------

      On June 21, 1999,  AnnTaylor Stores  Corporation,  a Delaware  corporation
(the  "Company"),  announced  that it had completed the sale,  through a private
placement, of a new issue of discounted convertible  subordinated debentures due
2019 (the "Debentures"), and that the proceeds of the offering are being used in
connection  with  the  redemption,   on  July  22,  1999,  of  the  $100,000,000
outstanding 8-3/4%  subordinated  notes due 2000 (the "8-3/4% Notes")  issued by
the  Company's  wholly owned  subsidiary  AnnTaylor,  Inc.  AnnTaylor,  Inc. has
deposited  with the trustee  under the  indenture  relating to the 8-3/4% Notes,
funds  sufficient  for the  satisfaction  and  discharge  of  AnnTaylor,  Inc.'s
obligations under the 8-3/4% Note indenture.

      The  terms of the  Debentures,  and the  redemption  price  for the 8-3/4%
Notes,  are  described  in the press  release  issued by the Company on June 21,
1999,  that is attached  hereto as Exhibit  99.1 and is  incorporated  hereby by
reference.  The  information  set forth above is  qualified  in its  entirety by
reference to that press release.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
-------    -------------------------------------------------------------------

      (c)   Exhibits.

            99.1     Press Release issued by the Company on June
                     21, 1999.

==============================================================================
3

                                   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

                                          By: /s/ Jocelyn F.L. Barandiaran
                                              -----------------------------
                                               Jocelyn F. L. Barandiaran
                                               Senior Vice President

Date:  June 21, 1999
       ----------------

==============================================================================
4

                                   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, INC.

                                          By:  /s/ Jocelyn F.L. Barandiaran
                                              -----------------------------
                                               Jocelyn F. L. Barandiaran
                                               Senior Vice President

Date:  June 21, 1999
       --------------------

==============================================================================
5

                                  EXHIBIT INDEX

   Exhibit No.                            Description
   -----------                            -----------

     99.1           Press Release issued by the Company on June 21, 1999.