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):   June 21, 2000
                                                     -------------



                         ANNTAYLOR STORES CORPORATION
            -----------------------------------------------------
            (Exact name of registrant as specified in its 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 its 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, 2000, the United States Court of Appeals for the Second Circuit
vacated the  dismissal of the amended  complaint in the  purported  class action
lawsuit against  AnnTaylor Stores  Corporation  (the  "Company"),  the Company's
wholly owned  subsidiary  AnnTaylor,  Inc.  ("ATI"),  certain present and former
directors  and  officers  of the Company  and ATI,  and Merrill  Lynch & Co. and
certain of its  affiliates  (Novak v. Kasaks,  et al., No. 96 CIV 3073 (S.D.N.Y.
1996)).  The amended  complaint,  which was filed in April 1998,  relates to the
period from  February 3, 1994  through May 4, 1995 and asserts  causes of action
under  Section  10(b) and Section  20(a) of the  Securities  and Exchange Act of
1934, as amended,  and Rule 10b-5 promulgated  thereunder.  The Court of Appeals
held that the allegations of the amended complaint are sufficient to satisfy the
standard for pleading intent under the federal securities laws, but expressed no
view as to whether the allegations are sufficiently particularized. Accordingly,
the Court of Appeals  remanded the case to the District Court with  instructions
to allow  plaintiffs  to replead  their  complaint,  and to  reconsider  whether
plaintiffs'  allegations are pled with sufficient  particularity  to satisfy the
pleading standards of the Private  Securities Litigation Reform Act of 1995. The
decision of the Court of Appeals applies only to plaintiffs'  claims against the
Company,  ATI and their former  directors and officers.  Merrill Lynch & Co. and
its affiliates  entered into a settlement  with the  plaintiffs,  and plaintiffs
withdrew their appeal of the dismissal of the amended  complaint with respect to
those defendants.


     The Company and ATI continue to believe that the allegations in the amended
complaint  are  without  merit,  and intend to  continue  to defend  this action
vigorously.

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


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrants  have duly  caused  this  report  to be signed on its  behalf by the
undersigned hereunto duly authorized.

                                     ANNTAYLOR STORES CORPORATION

Date:  June 26, 2000                 By:/s/ Jocelyn F.L. Barandiaran
                                        ----------------------------
                                            Jocelyn F.L. Barandiaran
                                          Senior Vice President, General Counsel
                                            and Secretary



                                     ANNTAYLOR, INC.

Date:  June 26, 2000                 By:/s/ Jocelyn F.L. Barandiaran
                                        ----------------------------
                                            Jocelyn F.L. Barandiaran
                                          Senior Vice President, General Counsel
                                            and Secretary
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "ANNTAYLOR STORES CORP. & ANNTAYLOR, INC.", "secsgml_size_bytes": 5363}]
[{"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": "660490"}, "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": "660491"}, "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

Date of Report  (Date of earliest event reported):   June 21, 2000
                                                     -------------

                         ANNTAYLOR STORES CORPORATION
            -----------------------------------------------------
            (Exact name of registrant as specified in its 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 its 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, 2000, the United States Court of Appeals for the Second Circuit
vacated the  dismissal of the amended  complaint in the  purported  class action
lawsuit against  AnnTaylor Stores  Corporation  (the  "Company"),  the Company's
wholly owned  subsidiary  AnnTaylor,  Inc.  ("ATI"),  certain present and former
directors  and  officers  of the Company  and ATI,  and Merrill  Lynch & Co. and
certain of its  affiliates  (Novak v. Kasaks,  et al., No. 96 CIV 3073 (S.D.N.Y.
1996)).  The amended  complaint,  which was filed in April 1998,  relates to the
period from  February 3, 1994  through May 4, 1995 and asserts  causes of action
under  Section  10(b) and Section  20(a) of the  Securities  and Exchange Act of
1934, as amended,  and Rule 10b-5 promulgated  thereunder.  The Court of Appeals
held that the allegations of the amended complaint are sufficient to satisfy the
standard for pleading intent under the federal securities laws, but expressed no
view as to whether the allegations are sufficiently particularized. Accordingly,
the Court of Appeals  remanded the case to the District Court with  instructions
to allow  plaintiffs  to replead  their  complaint,  and to  reconsider  whether
plaintiffs'  allegations are pled with sufficient  particularity  to satisfy the
pleading standards of the Private  Securities Litigation Reform Act of 1995. The
decision of the Court of Appeals applies only to plaintiffs'  claims against the
Company,  ATI and their former  directors and officers.  Merrill Lynch & Co. and
its affiliates  entered into a settlement  with the  plaintiffs,  and plaintiffs
withdrew their appeal of the dismissal of the amended  complaint with respect to
those defendants.

     The Company and ATI continue to believe that the allegations in the amended
complaint  are  without  merit,  and intend to  continue  to defend  this action
vigorously.

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

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrants  have duly  caused  this  report  to be signed on its  behalf by the
undersigned hereunto duly authorized.

                                     ANNTAYLOR STORES CORPORATION

Date:  June 26, 2000                 By:/s/ Jocelyn F.L. Barandiaran
                                        ----------------------------
                                            Jocelyn F.L. Barandiaran
                                          Senior Vice President, General Counsel
                                            and Secretary

                                     ANNTAYLOR, INC.

Date:  June 26, 2000                 By:/s/ Jocelyn F.L. Barandiaran
                                        ----------------------------
                                            Jocelyn F.L. Barandiaran
                                          Senior Vice President, General Counsel
                                            and Secretary