================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


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



           DELAWARE                                   13-3499319
  -----------------------                -----------------------------------
  (State of incorporation)               (I.R.S. Employer Identification No.)



                              142 West 57th Street
                            New York, New York 10019
                    ----------------------------------------
                    (Address of principal executive offices)


                          ANNTAYLOR STORES CORPORATION
               2000 STOCK OPTION AND RESTRICTED STOCK AWARD PLAN
               -------------------------------------------------
                            (Full title of the plan)


                         Jocelyn F.L. Barandiaran, Esq.
                          AnnTaylor Stores Corporation
                              142 West 57th Street
                            New York, New York 10019
                                  (212) 541-3300
                  ---------------------------------------------
                 (Name, address and telephone number, including
                        area code, of agent for service)

 All or part of the securities  being  registered on this form are to be offered
   on a delayed or continuous  basis  pursuant to Rule 415 under the  Securities
   Act of 1933, as amended


                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                        Proposed       Proposed
                                        Maximum        Maximum
                                        Offering       Aggregate      Amount of
Title of Securities    Amount to        Price Per      Offering       Registra-
to be Registered       be Registered    Share(1)(2)    Price(1)(2)    tion Fee
===============================================================================

Common Stock,
par value           1,000,000 shares(3)  $25.75      $25,750,000      $6,798
$0.0068 per share
===============================================================================

(1)Estimated  pursuant  to  paragraphs  (c)  and  (h)  of  Rule  457  under  the
   Securities  Act of 1933, on the basis of the average of the high and low sale
   prices for a share of Common Stock on the New York Stock  Exchange on May 26,
   2000, within five business days prior to filing

(2)Estimated solely for the purpose of calculating the registration fee.

(3)Plus  any  additional  shares  issuable  as a  result  of the  anti  dilution
   provisions of the Plan.

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



                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The  following  documents  filed with the  Securities  and  Exchange
Commission  (the  "Commission")  are  incorporated  herein  by  reference:

(1)      AnnTaylor Stores Corporation's (the "Registrant") Annual Report on Form
         10-K for the fiscal year ended January 29, 2000;

(2)      The Registrant's Proxy Statement, dated April 18, 2000, relating to the
         Registrant's 2000 Annual Meeting of Stockholders; and

(3)      The  description of the Common Stock,  par value $0.0068 per share,  of
         the  Registrant  (the "Common  Stock"),  set forth in the  Registrant's
         Registration  Statement on Form 8-A, dated May 15, 1991, filed pursuant
         to Section 12 of the  Securities  Exchange Act of 1934, as amended (the
         "Exchange  Act"),  and any amendment or report filed for the purpose of
         updating such description.

            All  documents  subsequently  filed by the  Registrant  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all of the securities  offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES

            Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

            The legality of the shares of Common Stock offered  pursuant to this
Registration  Statement will be passed upon by Jocelyn F.L. Barandiaran,  Senior
Vice President, General Counsel and Secretary of the Registrant. Ms. Barandiaran
has been  granted  options to purchase  36,235  shares of Common Stock under the
Registrant's  Amended and Restated  1992 Stock Option and  Restricted  Stock and
Unit Award Plan, as amended.

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

            The  General  Corporation  Law of the  State  of  Delaware  and  the
Restated Certificate of Incorporation of the Registrant,  as amended through the
date hereof,  limit the liability of and provide  indemnification  for directors
and  officers of the  Registrant.  Insofar as  indemnification  for  liabilities
arising  under the  Securities  Act may be permitted to  directors,  officers or
persons  controlling the Registrant  pursuant to the foregoing  provisions,  the
Registrant  has  been  informed  that  in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is therefore unenforceable.


ITEM 8.  EXHIBITS

            The  following  documents are being filed  herewith or  incorporated
herein by reference as exhibits to this Registration Statement:

   Exhibit No.    Description
---------------   -------------------------------------------------------------
     5.1          Opinion of Jocelyn F.L. Barandiaran,  Esq., Senior Vice
                  President, General Counsel and Secretary of the  Registrant,
                  with respect to the legality of shares of Common Stock issued
                  pursuant  to the 2000  Stock Option and Restricted Stock Award
                  Plan.

    23.1          Consent of Jocelyn F.L. Barandiaran, Esq. (included in Exhibit
                  5.1).

    23.2          Consent of Deloitte & Touche LLP

      24          Power of Attorney (see signature page).


ITEM 9.  UNDERTAKINGS

  (a) The undersigned Registrant hereby undertakes:

            (1) to file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this Registration Statement to include
      any  material  information  with respect to the plan of  distribution  not
      previously disclosed in this Registration Statement or any material change
      to such information in this Registration Statement.

            (2) that,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof; and

            (3)  to  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

  (b) The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
      determining  any liability  under the  Securities  Act, each filing of the
      Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
      the Exchange Act that is  incorporated  by reference in this  Registration
      Statement shall be deemed to be a new registration  statement  relating to
      the securities  offered  therein,  and the offering of such  securities at
      that time shall be deemed to be the initial bona fide offering thereof.

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


(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

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



                                   SIGNATURES

            Pursuant to the  requirements  of the Securities Act, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on the 30th day of May,
2000.

                                    ANNTAYLOR STORES CORPORATION


                                    By: /s/ J. Patrick Spainhour
                                        ---------------------------------------
                                            J. Patrick Spainhour
                                           Chairman and Chief Executive Officer


            KNOW ALL MEN BY THESE  PRESENTS,  THAT EACH PERSON  WHOSE  SIGNATURE
APPEARS BELOW  CONSTITUTES AND APPOINTS JOCELYN F.L.  BARANDIARAN AND J. PATRICK
SPAINHOUR,  AND EACH OF THEM, HIS OR HER TRUE AND LAWFUL  ATTORNEYS-IN-FACT  AND
AGENTS,  WITH FULL POWER OF SUBSTITUTION  AND REVOCATION,  FOR HIM OR HER AND IN
HIS OR HER NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS (INCLUDING POST-EFFECTIVE  AMENDMENTS) TO THIS REGISTRATION STATEMENT
AND TO FILE  THE  SAME  WITH  ALL  EXHIBITS  THERETO,  AND  OTHER  DOCUMENTS  IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO
SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO
DO AND PERFORM EACH AND EVERY ACT AND THING  REQUISITE  AND NECESSARY TO BE DONE
AS FULLY TO ALL INTENTS AND  PURPOSES AS HE MIGHT OR COULD DO IN PERSON,  HEREBY
RATIFYING AND CONFIRMING ALL THAT SAID  ATTORNEYS-IN-FACT  AND AGENTS, OR ANY OF
THEM, OR THEIR,  HIS OR HER SUBSTITUTE OR SUBSTITUTES,  MAY LAWFULLY DO OR CAUSE
TO BE DONE BY VIRTUE HEREOF.

            PURSUANT  TO  THE   REQUIREMENTS   OF  THE   SECURITIES   ACT,  THIS
REGISTRATION  STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF
OF THE REGISTRANT AND IN THE CAPACITIES INDICATED ON MAY 30, 2000.


         Signature                     Title
         ---------                     -----


/s/J. Patrick Spainhour       Chairman and Chief Executive     May 30, 2000
-------------------------         Officer and Director
   J. Patrick Spainhour


/s/Patricia DeRosa            President and Chief Operating    May 30, 2000
-------------------------         Officer and Director
        Patricia DeRosa


/s/Barry Erdos                 Executive Vice President -      May 30, 2000
-------------------------         Chief Financial Officer
   Barry Erdos                      and Treasurer


/s/James M. Smith              Vice President and Controller   May 30, 2000
-------------------------       Principal Accounting Officer
   James M. Smith


/s/Gerald S. Armstrong         Director                        May 30, 2000
------------------------
   Gerald S. Armstrong



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


/s/James J. Burke, Jr.         Director                        May 30, 2000
------------------------
   James J. Burke, Jr.


/s/Wesley E. Cantrell          Director                        May 30, 2000
------------------------
   Wesley E. Cantrell


/s/Robert C. Grayson           Director                        May 30, 2000
------------------------
   Robert C. Grayson


/s/Ronald W. Hovsepian         Director                        May 30, 2000
------------------------
   Ronald W. Hovsepian


/s/Rochelle B. Lazarus         Director                        May 30, 2000
------------------------
   Rochelle B. Lazarus


/s/Hanne M. Merriman           Director                        May 30, 2000
------------------------
   Hanne M. Merriman


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



                                LIST OF EXHIBITS

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

  5.1         Opinion of Jocelyn F.L. Barandiaran,  Esq., Senior Vice President,
              General Counsel and Secretary of the Registrant.

 23.1         Consent of Jocelyn F.L. Barandiaran, Esq.(included in Exhibit 5.1)

 23.2         Consent of Deloitte & Touche LLP

   24         Power of Attorney (see signature page).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "ANNTAYLOR STORES CORPORATION S-8", "secsgml_size_bytes": 14932}]
{"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": "S-8", "act": "33", "file-number": "333-38174", "film-number": "647012"}, "business-address": {"street1": "142 WEST 57TH ST", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2125413300"}}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

           DELAWARE                                   13-3499319
  -----------------------                -----------------------------------
  (State of incorporation)               (I.R.S. Employer Identification No.)

                              142 West 57th Street
                            New York, New York 10019
                    ----------------------------------------
                    (Address of principal executive offices)

                          ANNTAYLOR STORES CORPORATION
               2000 STOCK OPTION AND RESTRICTED STOCK AWARD PLAN
               -------------------------------------------------
                            (Full title of the plan)

                         Jocelyn F.L. Barandiaran, Esq.
                          AnnTaylor Stores Corporation
                              142 West 57th Street
                            New York, New York 10019
                                  (212) 541-3300
                  ---------------------------------------------
                 (Name, address and telephone number, including
                        area code, of agent for service)

 All or part of the securities  being  registered on this form are to be offered
   on a delayed or continuous  basis  pursuant to Rule 415 under the  Securities
   Act of 1933, as amended

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                        Proposed       Proposed
                                        Maximum        Maximum
                                        Offering       Aggregate      Amount of
Title of Securities    Amount to        Price Per      Offering       Registra-
to be Registered       be Registered    Share(1)(2)    Price(1)(2)    tion Fee
===============================================================================

Common Stock,
par value           1,000,000 shares(3)  $25.75      $25,750,000      $6,798
$0.0068 per share
===============================================================================

(1)Estimated  pursuant  to  paragraphs  (c)  and  (h)  of  Rule  457  under  the
   Securities  Act of 1933, on the basis of the average of the high and low sale
   prices for a share of Common Stock on the New York Stock  Exchange on May 26,
   2000, within five business days prior to filing

(2)Estimated solely for the purpose of calculating the registration fee.

(3)Plus  any  additional  shares  issuable  as a  result  of the  anti  dilution
   provisions of the Plan.

================================================================================
PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The  following  documents  filed with the  Securities  and  Exchange
Commission  (the  "Commission")  are  incorporated  herein  by  reference:

(1)      AnnTaylor Stores Corporation's (the "Registrant") Annual Report on Form
         10-K for the fiscal year ended January 29, 2000;

(2)      The Registrant's Proxy Statement, dated April 18, 2000, relating to the
         Registrant's 2000 Annual Meeting of Stockholders; and

(3)      The  description of the Common Stock,  par value $0.0068 per share,  of
         the  Registrant  (the "Common  Stock"),  set forth in the  Registrant's
         Registration  Statement on Form 8-A, dated May 15, 1991, filed pursuant
         to Section 12 of the  Securities  Exchange Act of 1934, as amended (the
         "Exchange  Act"),  and any amendment or report filed for the purpose of
         updating such description.

            All  documents  subsequently  filed by the  Registrant  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all of the securities  offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

            The legality of the shares of Common Stock offered  pursuant to this
Registration  Statement will be passed upon by Jocelyn F.L. Barandiaran,  Senior
Vice President, General Counsel and Secretary of the Registrant. Ms. Barandiaran
has been  granted  options to purchase  36,235  shares of Common Stock under the
Registrant's  Amended and Restated  1992 Stock Option and  Restricted  Stock and
Unit Award Plan, as amended.

================================================================================
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

            The  General  Corporation  Law of the  State  of  Delaware  and  the
Restated Certificate of Incorporation of the Registrant,  as amended through the
date hereof,  limit the liability of and provide  indemnification  for directors
and  officers of the  Registrant.  Insofar as  indemnification  for  liabilities
arising  under the  Securities  Act may be permitted to  directors,  officers or
persons  controlling the Registrant  pursuant to the foregoing  provisions,  the
Registrant  has  been  informed  that  in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 8.  EXHIBITS

            The  following  documents are being filed  herewith or  incorporated
herein by reference as exhibits to this Registration Statement:

   Exhibit No.    Description
---------------   -------------------------------------------------------------
     5.1          Opinion of Jocelyn F.L. Barandiaran,  Esq., Senior Vice
                  President, General Counsel and Secretary of the  Registrant,
                  with respect to the legality of shares of Common Stock issued
                  pursuant  to the 2000  Stock Option and Restricted Stock Award
                  Plan.

    23.1          Consent of Jocelyn F.L. Barandiaran, Esq. (included in Exhibit
                  5.1).

    23.2          Consent of Deloitte & Touche LLP

      24          Power of Attorney (see signature page).

ITEM 9.  UNDERTAKINGS

  (a) The undersigned Registrant hereby undertakes:

            (1) to file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this Registration Statement to include
      any  material  information  with respect to the plan of  distribution  not
      previously disclosed in this Registration Statement or any material change
      to such information in this Registration Statement.

            (2) that,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof; and

            (3)  to  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

  (b) The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
      determining  any liability  under the  Securities  Act, each filing of the
      Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
      the Exchange Act that is  incorporated  by reference in this  Registration
      Statement shall be deemed to be a new registration  statement  relating to
      the securities  offered  therein,  and the offering of such  securities at
      that time shall be deemed to be the initial bona fide offering thereof.

================================================================================
(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

================================================================================
SIGNATURES

            Pursuant to the  requirements  of the Securities Act, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on the 30th day of May,
2000.

                                    ANNTAYLOR STORES CORPORATION

                                    By: /s/ J. Patrick Spainhour
                                        ---------------------------------------
                                            J. Patrick Spainhour
                                           Chairman and Chief Executive Officer

            KNOW ALL MEN BY THESE  PRESENTS,  THAT EACH PERSON  WHOSE  SIGNATURE
APPEARS BELOW  CONSTITUTES AND APPOINTS JOCELYN F.L.  BARANDIARAN AND J. PATRICK
SPAINHOUR,  AND EACH OF THEM, HIS OR HER TRUE AND LAWFUL  ATTORNEYS-IN-FACT  AND
AGENTS,  WITH FULL POWER OF SUBSTITUTION  AND REVOCATION,  FOR HIM OR HER AND IN
HIS OR HER NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS (INCLUDING POST-EFFECTIVE  AMENDMENTS) TO THIS REGISTRATION STATEMENT
AND TO FILE  THE  SAME  WITH  ALL  EXHIBITS  THERETO,  AND  OTHER  DOCUMENTS  IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO
SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO
DO AND PERFORM EACH AND EVERY ACT AND THING  REQUISITE  AND NECESSARY TO BE DONE
AS FULLY TO ALL INTENTS AND  PURPOSES AS HE MIGHT OR COULD DO IN PERSON,  HEREBY
RATIFYING AND CONFIRMING ALL THAT SAID  ATTORNEYS-IN-FACT  AND AGENTS, OR ANY OF
THEM, OR THEIR,  HIS OR HER SUBSTITUTE OR SUBSTITUTES,  MAY LAWFULLY DO OR CAUSE
TO BE DONE BY VIRTUE HEREOF.

            PURSUANT  TO  THE   REQUIREMENTS   OF  THE   SECURITIES   ACT,  THIS
REGISTRATION  STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF
OF THE REGISTRANT AND IN THE CAPACITIES INDICATED ON MAY 30, 2000.

         Signature                     Title
         ---------                     -----

/s/J. Patrick Spainhour       Chairman and Chief Executive     May 30, 2000
-------------------------         Officer and Director
   J. Patrick Spainhour

/s/Patricia DeRosa            President and Chief Operating    May 30, 2000
-------------------------         Officer and Director
        Patricia DeRosa

/s/Barry Erdos                 Executive Vice President -      May 30, 2000
-------------------------         Chief Financial Officer
   Barry Erdos                      and Treasurer

/s/James M. Smith              Vice President and Controller   May 30, 2000
-------------------------       Principal Accounting Officer
   James M. Smith

/s/Gerald S. Armstrong         Director                        May 30, 2000
------------------------
   Gerald S. Armstrong

================================================================================
/s/James J. Burke, Jr.         Director                        May 30, 2000
------------------------
   James J. Burke, Jr.

/s/Wesley E. Cantrell          Director                        May 30, 2000
------------------------
   Wesley E. Cantrell

/s/Robert C. Grayson           Director                        May 30, 2000
------------------------
   Robert C. Grayson

/s/Ronald W. Hovsepian         Director                        May 30, 2000
------------------------
   Ronald W. Hovsepian

/s/Rochelle B. Lazarus         Director                        May 30, 2000
------------------------
   Rochelle B. Lazarus

/s/Hanne M. Merriman           Director                        May 30, 2000
------------------------
   Hanne M. Merriman

================================================================================
LIST OF EXHIBITS

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

  5.1         Opinion of Jocelyn F.L. Barandiaran,  Esq., Senior Vice President,
              General Counsel and Secretary of the Registrant.

 23.1         Consent of Jocelyn F.L. Barandiaran, Esq.(included in Exhibit 5.1)

 23.2         Consent of Deloitte & Touche LLP

   24         Power of Attorney (see signature page).