FORM 8-K
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                                
                      Washington, DC 20549
                                
                                
                                
                         CURRENT REPORT
                                
                                
               Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934
                                
                                
                                
               Date of Report:  September 20, 1996
               -----------------------------------
                (Date of earliest event reported)
                                
                                

  ANNTAYLOR STORES CORPORATION                    ANNTAYLOR, INC.
- - ----------------------------------    --------------------------------------
  (Exact name of registrant as              Exact name of registrant as
   specified in its charter)                  specified in its charter)



Delaware    1-10738     13-3499319      Delaware   1-11980      51-0297083
- - --------    --------    ------------    ---------  -------      ----------
(State or   (Commission (IRS Employer   (State or  (Commission  (IRS Employer
 Jurisdic-  File Number) Identification  Jurisdic-  File Number) Identification
 tion of                  Number)        tion of                   Number)
 incorpor-                               incorpor-
 ation)                                  ation)



          _______________________________________________________
                                
                          142 West 57th Street
                        New York, New York 10019
       (Address, including zip code, of Registrants' principal executive
                                 offices)
                                
                                
     Registrants' telephone number including area code: (212) 541-3300
                                
                                
                                
                                
============================================================================    
<PAGE> 2                                
   

ITEM 2.  Acquisition of Disposition of Assets
         ------------------------------------
     
     On September 20, 1996, AnnTaylor Stores Corporation,  a
Delaware  corporation (the "Company"),  through  its  wholly
owned  subsidiary,  AnnTaylor, Inc., a Delaware  corporation
("Ann  Taylor"), acquired (the "Acquisition") (i) the entire
interest  of  Cygne Designs, Inc. ("Cygne") and  its  wholly
owned  subsidiary Cygne Group (F.E.) Limited,  a  Hong  Kong
corporation ("CGFE"), in Ann Taylor's direct sourcing  joint
venture  with  Cygne, known as CAT US Inc. and  C.A.T.  (Far
East)  Limited  (together, "CAT") and (ii) the  assets  (the
"Assets")   of  Cygne's  Ann  Taylor  Woven  Division   (the
"Division") formerly used for sourcing merchandise  for  Ann
Taylor.   The  Assets  include  inventory  related  to   the
Division  ("Inventory") and certain fixed assets and  office
equipment, primarily located in New York City.
     
     As  consideration for the Acquisition, (i) the  Company
issued to Cygne and CGFE an aggregate of 2,348,145 shares of
common  stock,  par  value $.0068 per  share  ("ATSC  Common
Stock"),  of  the Company (such shares of ATSC Common  Stock
having an aggregate market value of $36,000,000 based on the
market price of the ATSC Common Stock during the ten trading
days ended September 19, 1996), and (ii) Ann Taylor paid  to
Cygne  approximately  $3.2 million in  cash  for  the  fixed
assets  of  the Division and the Inventory, which amount  is
subject  to  post-closing  adjustments.   In  addition,  Ann
Taylor   assumed  certain  liabilities  of  Cygne  including
certain  capital lease obligations and the payment  of  $1.6
million  to  the  former President of CAT  with  respect  to
amounts  due  under his previous employment  agreement  with
CAT,  and forgave $7,985,000 of advances made by Ann  Taylor
to Cygne.
     
     In  connection with the Acquisition, (i) Cygne received
an  additional  $6,500,000 cash payment from Ann  Taylor  in
settlement  of certain accounts receivable, and (ii) the
Company  and  Ann Taylor entered into Consulting  Agreements
(the "Consulting Agreements") with Cygne and each of Bernard
M.  Manuel,  the  Chairman and Chief  Executive  Officer  of
Cygne, and Irving Benson, the President of Cygne.  Under the
Consulting  Agreements,  Ann  Taylor  will  pay   Cygne   an
aggregate   of   $450,000  annually  for  three   years   in
consideration  for  consulting services to  be  provided  by
Messrs. Manuel and Benson.
     
     The  Company has agreed to register the shares of  ATSC
Common  Stock  issued  to  Cygne  and  CGFE  pursuant  to  a
Stockholders  Agreement among the Company, Cygne  and  CGFE,
dated September 20, 1996.
     
     The consideration for the Acquisition was determined by
arms-length negotiations between Ann Taylor and Cygne.   Ann
Taylor's  source  of  funds for the  cash  portion  of  such
consideration  was  borrowings under its  existing  line  of
credit with a syndicate of banks led by Bank of America.
     
     As  a result of the Acquisition, CAT became an indirect
wholly owned subsidiary of the Company and will perform  all
of  Ann Taylor's direct sourcing functions, including  those
previously  provided  by  the  Division,  under   the   name
AnnTaylor Global Sourcing, Inc.
     
     A  copy  of  a press release issued by the  Company  on
September  23,  1996  with respect  to  the  transaction  is
attached  hereto as Exhibit 1 and is incorporated herein  by
reference.
     
     
==============================================================     
<PAGE> 3

     
ITEM 7.   Financial Statements and Exhibits
          ----------------------------------
     
       (a)  The financial statements required by Item 7(a)  of
            Form  8-K were filed by the  Registrants  in  their
            Current Report, dated June 21, 1996.
     
       (b)  The pro forma financial information required by Item
            7(b) of Form 8-K is filed herewith as Exhibit 2
            and is incorporated herein by reference.
     
     
       (c)  Exhibit No.
            -----------

             1.    Press  release  issued by  the  Company  on
                   September 23, 1996.
             
             2.    Unaudited historical and pro forma combined
                   balance sheets, statements of operations and
                   notes thereto of the Company and the Acquired
                   Businesses.
      
             3.    Stock  and Asset Purchase Agreement,  dated
                   as of June 7, 1996, by and among AnnTaylor
                   Stores Corporation, AnnTaylor, Inc.,  Cygne
                   Designs,  Inc.  and Cygne Group  (F.E.)  Limited.
                   Incorporated  by reference to Exhibit  2  to  the
                   Registrants'  Current Report on  Form  8-K filed
                   on June 10, 1996.
      
             4.    Amendment  to  Stock  and  Asset  Purchase
                   Agreement,  dated as of August 27, 1996,  by  and
                   among  AnnTaylor  Stores Corporation,  AnnTaylor,
                   Inc.,  Cygne Designs, Inc. and Cygne Group (F.E.)
                   Limited.  Incorporated by reference to Exhibit  3
                   to  the Registrants' Current Report on Form  8-K,
                   filed on  August 30, 1996.
      
      
=============================================================================  
<PAGE> 4                         
                         
                         SIGNATURES
                              
                              
                              
   Pursuant  to the requirements of the Securities  Exchange
Act of 1934, as amended, the Registrant has duly caused this
report  to  be  signed  on  its behalf  by  the  undersigned
hereunto duly authorized.
   
   
                                   ANNTAYLOR STORES CORPORATION




Date: September  26,   1996    By: /s/  J. Patrick Spainhour
      ----------------------       -------------------------------
                                        J. Patrick Spainhour
                                       Chairman of the Board and Chief
                                        Executive Officer




Date: September   26,   1996   By: /s/  Walter J. Parks
      -----------------------      --------------------------------
                                        Walter J. Parks
                                       Senior Vice President - Finance

==============================================================================
<PAGE> 5                         
                         
                         SIGNATURES
                              
                              
                              
   Pursuant  to the requirements of the Securities  Exchange
Act of 1934, as amended, the Registrant has duly caused this
report  to  be  signed  on  its behalf  by  the  undersigned
hereunto duly authorized.
   
   
                                   ANNTAYLOR, INC.





Date:  September   26,   1996       By: /s/  J. Patrick Spainhour
       -----------------------           -------------------------------
                                              J. Patrick Spainhour
                                              Chairman of the Board and
                                                 Chief Executive Officer




Date:  September    26,   1996      By: /s/ Walter J. Parks
       -----------------------           ---------------------------------
                                             Walter J. Parks
                                             Senior Vice President - Finance
                        
                        
==============================================================================
<PAGE> 6            
                        EXHIBIT INDEX
                              
                              
     
     Exhibit
     Number                   Description
     --------                 -----------
     
      1      Press  release issued by the Company on  September
             23, 1996.
      
      2      Unaudited   historical  and  pro  forma   combined
             balance  sheets,  statements  of  operations  and
             notes  thereto  of the Company and  the  Acquired
             Businesses.
      
       3     Stock  and Asset Purchase Agreement, dated as  of
             June  7,  1996,  by  and among  AnnTaylor  Stores
             Corporation, AnnTaylor, Inc., Cygne Designs, Inc.
             and Cygne Group (F.E.) Limited.  Incorporated  by
             reference   to  Exhibit  2  to  the  Registrants'
             Current Report on Form 8-K filed on June 10, 1996.
       
       4     Amendment  to Stock and Asset Purchase Agreement,
             dated  as  of  August  27,  1996,  by  and  among
             AnnTaylor  Stores  Corporation, AnnTaylor,  Inc.,
             Cygne   Designs,  Inc.  and  Cygne  Group  (F.E.)
             Limited.  Incorporated by reference to Exhibit  3
             to  the Registrants' Current Report on Form  8-K,
             filed on August 30, 1996.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 11497}]
{"company-data": {"conformed-name": "TAYLOR ANN STORES CORP", "cik": "0000874214", "assigned-sic": "5621", "irs-number": "133499319", "state-of-incorporation": "DE", "fiscal-year-end": "0202"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10738", "film-number": "96634967"}, "business-address": {"street1": "142 WEST 57TH ST", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2125413300"}}
FORM 8-K
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                                
                      Washington, DC 20549
                                
                                
                                
                         CURRENT REPORT
                                
                                
               Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934
                                
                                
                                
               Date of Report:  September 20, 1996
               -----------------------------------
                (Date of earliest event reported)
                                
                                

  ANNTAYLOR STORES CORPORATION                    ANNTAYLOR, INC.
- - ----------------------------------    --------------------------------------
  (Exact name of registrant as              Exact name of registrant as
   specified in its charter)                  specified in its charter)

Delaware    1-10738     13-3499319      Delaware   1-11980      51-0297083
- - --------    --------    ------------    ---------  -------      ----------
(State or   (Commission (IRS Employer   (State or  (Commission  (IRS Employer
 Jurisdic-  File Number) Identification  Jurisdic-  File Number) Identification
 tion of                  Number)        tion of                   Number)
 incorpor-                               incorpor-
 ation)                                  ation)

          _______________________________________________________
                                
                          142 West 57th Street
                        New York, New York 10019
       (Address, including zip code, of Registrants' principal executive
                                 offices)
                                
                                
     Registrants' telephone number including area code: (212) 541-3300
                                
                                
                                
                                
============================================================================
2                                
   

ITEM 2.  Acquisition of Disposition of Assets
         ------------------------------------
     
     On September 20, 1996, AnnTaylor Stores Corporation,  a
Delaware  corporation (the "Company"),  through  its  wholly
owned  subsidiary,  AnnTaylor, Inc., a Delaware  corporation
("Ann  Taylor"), acquired (the "Acquisition") (i) the entire
interest  of  Cygne Designs, Inc. ("Cygne") and  its  wholly
owned  subsidiary Cygne Group (F.E.) Limited,  a  Hong  Kong
corporation ("CGFE"), in Ann Taylor's direct sourcing  joint
venture  with  Cygne, known as CAT US Inc. and  C.A.T.  (Far
East)  Limited  (together, "CAT") and (ii) the  assets  (the
"Assets")   of  Cygne's  Ann  Taylor  Woven  Division   (the
"Division") formerly used for sourcing merchandise  for  Ann
Taylor.   The  Assets  include  inventory  related  to   the
Division  ("Inventory") and certain fixed assets and  office
equipment, primarily located in New York City.
     
     As  consideration for the Acquisition, (i) the  Company
issued to Cygne and CGFE an aggregate of 2,348,145 shares of
common  stock,  par  value $.0068 per  share  ("ATSC  Common
Stock"),  of  the Company (such shares of ATSC Common  Stock
having an aggregate market value of $36,000,000 based on the
market price of the ATSC Common Stock during the ten trading
days ended September 19, 1996), and (ii) Ann Taylor paid  to
Cygne  approximately  $3.2 million in  cash  for  the  fixed
assets  of  the Division and the Inventory, which amount  is
subject  to  post-closing  adjustments.   In  addition,  Ann
Taylor   assumed  certain  liabilities  of  Cygne  including
certain  capital lease obligations and the payment  of  $1.6
million  to  the  former President of CAT  with  respect  to
amounts  due  under his previous employment  agreement  with
CAT,  and forgave $7,985,000 of advances made by Ann  Taylor
to Cygne.
     
     In  connection with the Acquisition, (i) Cygne received
an  additional  $6,500,000 cash payment from Ann  Taylor  in
settlement  of certain accounts receivable, and (ii) the
Company  and  Ann Taylor entered into Consulting  Agreements
(the "Consulting Agreements") with Cygne and each of Bernard
M.  Manuel,  the  Chairman and Chief  Executive  Officer  of
Cygne, and Irving Benson, the President of Cygne.  Under the
Consulting  Agreements,  Ann  Taylor  will  pay   Cygne   an
aggregate   of   $450,000  annually  for  three   years   in
consideration  for  consulting services to  be  provided  by
Messrs. Manuel and Benson.
     
     The  Company has agreed to register the shares of  ATSC
Common  Stock  issued  to  Cygne  and  CGFE  pursuant  to  a
Stockholders  Agreement among the Company, Cygne  and  CGFE,
dated September 20, 1996.
     
     The consideration for the Acquisition was determined by
arms-length negotiations between Ann Taylor and Cygne.   Ann
Taylor's  source  of  funds for the  cash  portion  of  such
consideration  was  borrowings under its  existing  line  of
credit with a syndicate of banks led by Bank of America.
     
     As  a result of the Acquisition, CAT became an indirect
wholly owned subsidiary of the Company and will perform  all
of  Ann Taylor's direct sourcing functions, including  those
previously  provided  by  the  Division,  under   the   name
AnnTaylor Global Sourcing, Inc.
     
     A  copy  of  a press release issued by the  Company  on
September  23,  1996  with respect  to  the  transaction  is
attached  hereto as Exhibit 1 and is incorporated herein  by
reference.
     
     
==============================================================
3

     
ITEM 7.   Financial Statements and Exhibits
          ----------------------------------
     
       (a)  The financial statements required by Item 7(a)  of
            Form  8-K were filed by the  Registrants  in  their
            Current Report, dated June 21, 1996.
     
       (b)  The pro forma financial information required by Item
            7(b) of Form 8-K is filed herewith as Exhibit 2
            and is incorporated herein by reference.
     
     
       (c)  Exhibit No.
            -----------

             1.    Press  release  issued by  the  Company  on
                   September 23, 1996.
             
             2.    Unaudited historical and pro forma combined
                   balance sheets, statements of operations and
                   notes thereto of the Company and the Acquired
                   Businesses.
      
             3.    Stock  and Asset Purchase Agreement,  dated
                   as of June 7, 1996, by and among AnnTaylor
                   Stores Corporation, AnnTaylor, Inc.,  Cygne
                   Designs,  Inc.  and Cygne Group  (F.E.)  Limited.
                   Incorporated  by reference to Exhibit  2  to  the
                   Registrants'  Current Report on  Form  8-K filed
                   on June 10, 1996.
      
             4.    Amendment  to  Stock  and  Asset  Purchase
                   Agreement,  dated as of August 27, 1996,  by  and
                   among  AnnTaylor  Stores Corporation,  AnnTaylor,
                   Inc.,  Cygne Designs, Inc. and Cygne Group (F.E.)
                   Limited.  Incorporated by reference to Exhibit  3
                   to  the Registrants' Current Report on Form  8-K,
                   filed on  August 30, 1996.
      
      
=============================================================================
4                         
                         
                         SIGNATURES
                              
                              
                              
   Pursuant  to the requirements of the Securities  Exchange
Act of 1934, as amended, the Registrant has duly caused this
report  to  be  signed  on  its behalf  by  the  undersigned
hereunto duly authorized.
   
   
                                   ANNTAYLOR STORES CORPORATION

Date: September  26,   1996    By: /s/  J. Patrick Spainhour
      ----------------------       -------------------------------
                                        J. Patrick Spainhour
                                       Chairman of the Board and Chief
                                        Executive Officer

Date: September   26,   1996   By: /s/  Walter J. Parks
      -----------------------      --------------------------------
                                        Walter J. Parks
                                       Senior Vice President - Finance

==============================================================================
5                         
                         
                         SIGNATURES
                              
                              
                              
   Pursuant  to the requirements of the Securities  Exchange
Act of 1934, as amended, the Registrant has duly caused this
report  to  be  signed  on  its behalf  by  the  undersigned
hereunto duly authorized.
   
   
                                   ANNTAYLOR, INC.

Date:  September   26,   1996       By: /s/  J. Patrick Spainhour
       -----------------------           -------------------------------
                                              J. Patrick Spainhour
                                              Chairman of the Board and
                                                 Chief Executive Officer

Date:  September    26,   1996      By: /s/ Walter J. Parks
       -----------------------           ---------------------------------
                                             Walter J. Parks
                                             Senior Vice President - Finance
                        
                        
==============================================================================
6            
                        EXHIBIT INDEX
                              
                              
     
     Exhibit
     Number                   Description
     --------                 -----------
     
      1      Press  release issued by the Company on  September
             23, 1996.
      
      2      Unaudited   historical  and  pro  forma   combined
             balance  sheets,  statements  of  operations  and
             notes  thereto  of the Company and  the  Acquired
             Businesses.
      
       3     Stock  and Asset Purchase Agreement, dated as  of
             June  7,  1996,  by  and among  AnnTaylor  Stores
             Corporation, AnnTaylor, Inc., Cygne Designs, Inc.
             and Cygne Group (F.E.) Limited.  Incorporated  by
             reference   to  Exhibit  2  to  the  Registrants'
             Current Report on Form 8-K filed on June 10, 1996.
       
       4     Amendment  to Stock and Asset Purchase Agreement,
             dated  as  of  August  27,  1996,  by  and  among
             AnnTaylor  Stores  Corporation, AnnTaylor,  Inc.,
             Cygne   Designs,  Inc.  and  Cygne  Group  (F.E.)
             Limited.  Incorporated by reference to Exhibit  3
             to  the Registrants' Current Report on Form  8-K,
             filed on August 30, 1996.