As filed with the Securities and Exchange Commission on June 6, 2003
                                                      Registration No. 333-_____


                SECURITIES AND EXCHANGE COMMISSION
                ----------------------------------

                       Washington, D.C. 20549
                       ----------------------

          ------------------------------------------------
                             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 or Other                              (I.R.S. Employer
     Jurisdiction                                Identification
  of Incorporation or                                Number)
     Organization)


 142 WEST 57TH STREET
  NEW YORK, NEW YORK                                    10019
  ------------------                                    -----
 (Address of Principal                               (Zip Code)
   Executive Office)



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

                   ANNTAYLOR STORES CORPORATION
                   ----------------------------
                    2003 EQUITY INCENTIVE PLAN
                    --------------------------
                     (FULL TITLE OF THE PLAN)

          ------------------------------------------------
                   Barbara K. Eisenberg, Esquire
       Senior Vice President, General Counsel and Secretary
                   AnnTaylor Stores Corporation
                       142 West 57th Street
                     New York, New York 10019
              (Name and Address of Agent For Service)

                          (212) 541-3300
   (Telephone Number, Including Area Code, of Agent For Service)
          ------------------------------------------------
                  CALCULATION OF REGISTRATION FEE
                  -------------------------------
==============================================================================
                      :            :  PROPOSED    :    PROPOSED  :  AMOUNT OF
  TITLE OF SECURITIES :  AMOUNT    :   MAXIMUM    :    MAXIMUM   : REGISTRATION
    TO BE REGISTERED  :   TO BE    :  OFFERING    :    AGGREGATE :     FEE
                      : REGISTERED :  PRICE PER   :    OFFERING  :
                      :            :  SECURITY (1):     PRICE    :
                      :            :              :      (1)     :
------------------------------------------------------------------------------
AnnTaylor Stores      :            :              :              :
Corporation Common    :  2,200,000 :   $26.49     : $58,278,000  :    $4,715
Stock, par value      :            :              :              :
$0.0068 per share     :            :              :              :
==============================================================================

(1)  Estimated solely for purposes of calculating the registration
     fee pursuant to Rules 457(c) and (h) under the Securities Act
     of 1933, as amended, on the basis of the average of the high
     and low sale prices for common stock of AnnTaylor Stores
     Corporation as reported on the New York Stock Exchange on
     June 2, 2003.
================================================================================
<PAGE>2

                              PART I
                              ------

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
       ----------------------------------------------------

      The document(s)  containing the information specified in Part
I of Form S-8 will be sent or given to  participating  employees as
specified by Rule  428(b)(1)  under the  Securities Act of 1933, as
amended (the  "Securities  Act").  In accordance  with Rule 428 and
the  requirements  of Part I of Form S-8,  such  documents  are not
being  filed  with the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as
prospectuses  or prospectus  supplements  pursuant to Rule 424. The
Registrant  (as  defined  below)  shall  maintain  a file  of  such
documents  in  accordance  with the  provisions  of Rule 428.  Upon
request,  the  Registrant  shall  furnish to the  Commission or its
staff a copy or copies of any or all of the  documents  included in
such  file.   Such   documents,   taken   together,   constitute  a
prospectus  that meets the  requirements  of  Section  10(a) of the
Securities Act.


                              PART II
                              -------

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
        --------------------------------------------------

      This Registration Statement is being filed solely to
register the issuance of 2,200,000 shares of common stock, par
value $.0068 per share (the "Common Stock") of AnnTaylor Stores
Corporation, a Delaware corporation (the "Registrant"), pursuant
to the Registrant's 2003 Equity Incentive Plan (the "Plan").


ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-------    -----------------------------------------------

      The following documents filed with the Commission are
incorporated herein by reference:

      o    The Registrant's Annual Report on Form 10-K for the
           fiscal year ended February 1, 2003 (filed on April 1,
           2003).

      o    The Registrant's Current Reports on Form 8-K dated
           February 6, 2003, March 11, 2003, April 10, 2003, May
           8, 2003, May 14, 2003 and June 5, 2003.

      o    The Registrant's Proxy Statement, dated April 1, 2003,
           relating to the Registrant's 2003 Annual Meeting of
           Stockholders.

      o    The description of the Common Stock of the Registrant
           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.

                                       2
================================================================================
<PAGE>3


      o    All documents subsequently filed by the Registrant
           pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
           Exchange Act, after the date hereof and prior to the
           filing of a post-effective amendment which indicates
           that all of the securities offered hereby have been
           sold or which deregisters all such 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  Barbara  K.
Eisenberg,  Esq.,  Senior  Vice  President,   General  Counsel  and
Secretary  of  the   Registrant.   As  of  the  date  hereof,   Ms.
Eisenberg  owns  shares  of  Common  Stock  and  has  been  granted
options to purchase additional shares of Common Stock.



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 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 7.       EXEMPTION FROM REGISTRATION CLAIMED
-------       -----------------------------------

      Not applicable.



ITEM 8.       EXHIBITS
-------       --------

EXHIBIT NO.   DESCRIPTION OF EXHIBIT
-----------   -----------------------

4.1           Restated Certificate of Incorporation of AnnTaylor
              Stores Corporation, incorporated by reference to Exhibit
              3.1 to the Form 10-Q of AnnTaylor Stores Corporation for
              the Quarter ended May 1, 1999, filed on June 11, 1999.

4.2           Certificate of Amendment to the Amended and Restated
              Certificate of Incorporation of AnnTaylor Stores
              Corporation, incorporated by reference to Exhibit 3.1 to
              the Form 10-Q of AnnTaylor Stores Corporation for the
              Quarter ended May 1, 1999, filed on June 11, 1999.

                                       3
================================================================================
<PAGE>4


4.3         By-laws of AnnTaylor Stores Corporation, incorporated by
            reference to Exhibit 3.2 to the Form 10-Q of AnnTaylor
            Stores Corporation for the Quarter ended November 2,
            1991, filed on December 17, 1991.

4.4         Amended and Restated Rights Agreement, dated as of May
            1, 2001, between AnnTaylor Stores Corporation and Mellon
            Investor Services LLC, as Rights Agent , incorporated by
            reference to Exhibit 1 to the Registration Statement on
            Form 8-A/A, filed on May 24, 2001.

4.5         AnnTaylor Stores Corporation 2003 Equity Incentive Plan,
            incorporated by reference to Exhibit B to the Definitive
            Proxy Statement of AnnTaylor Stores Corporation on
            Schedule 14A, filed on April 1, 2003.

5.1         Opinion of Barbara K. Eisenberg, Esq., Senior Vice
            President, General Counsel and Secretary of AnnTaylor
            Stores Corporation, regarding the validity of the Common
            Stock to be issued.

23.1        Consent of Barbara K. Eisenberg, Esq. (included in
            Exhibit 5).

23.2        Consent of Deloitte & Touche LLP.

24.1        Powers of Attorney (included on signature page).



ITEM 9.    REQUIRED UNDERTAKINGS
-------    ---------------------

      (a)       The undersigned Registrant hereby undertakes:

      (a)(1)    To file,  during  any  period  in which  offers  or
sales  are  being  made,   a   post-effective   amendment  to  this
Registration Statement:

                (i)   To include any prospectus required by  Section
         10(a)(3) of the Securities Act;

                (ii)  To reflect in the prospectus any facts or events
         arising  after  the  effective   date  of  the   Registration
         Statement  (or  the  most  recent  post-effective   amendment
         thereof) which,  individually or in the aggregate,  represent
         a  fundamental  change  in the  information  set forth in the
         Registration Statement;

                (iii) To include any material information with respect
         to the plan of distribution  not previously  disclosed in the
         Registration   Statement  or  any  material  change  to  such
         information in the Registration Statement;

provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do
not  apply  if  the  information  required  to  be  included  in  a
post-effective  amendment  by  those  paragraphs  is  contained  in
periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant  to  Section 13 or 15(d) of the  Exchange  Act
that are incorporated by reference in the Registration Statement.

                                       4

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


      (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.

      (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 15(d) of the Exchange  Act (and,  where  applicable,  each
filing of an employee  benefit  plan's  annual  report  pursuant to
Section  15(d)  of  the  Exchange  Act)  that  is  incorporated  by
reference  in the  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.

                                       5
================================================================================
<PAGE>6

                            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 this 3rd day of June, 2003.


                                    ANNTAYLOR STORES CORPORATION



                                    By:  /s/ Barry Erdos
                                         --------------------------
                                          Name:  Barry Erdos
                                          Title: Chief Operating Officer



                        POWERS OF ATTORNEY
                        ------------------

      Know  all men by  these  presents,  that  each  person  whose
signature  appears  below  constitutes  and  appoints  Barry Erdos,
Barbara K.  Eisenberg and James M. Smith,  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
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 or she  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 in the capacities indicated.


           NAME                        TITLE                      DATE
           ----                        -----                      ----

  /s/ J. Patrick Spainhour      Chairman, Chief Executive       June 6, 2003
  ------------------------      Officer and Director
      J. Patrick Spainhour      (Principal Executive Officer
                                   and Director)


  /s/ Barry Erdos               Chief Operating Officer and     June 6, 2003
  -----------------------           Director
      Barry Erdos


  /s/ James M. Smith            Senior Vice President, Chief    June 6, 2003
  -----------------------       Financial Officer and
      James M. Smith                 Treasurer
                                (Principal Financial Officer)


                                       6

================================================================================
<PAGE>7

           NAME                        TITLE                      DATE
           ----                        -----                      ----

/s/  Sallie A. DeMarsilis       Vice President and Controller     June 6, 2003
-------------------------       (Principal Accounting
     Sallie A. DeMarsilis             Officer)



/s/ Gerald S. Armstrong         Director                          June 6, 2003
-------------------------
    Gerald S. Armstrong



/s/ James J. Burke, Jr.         Director                          June 6, 2003
-------------------------
    James J. Burke, Jr.




/s/ Wesley E. Cantrell          Director                          June 6, 2003
-------------------------
    Wesley E. Cantrell



/s/ Robert C. Grayson           Director                          June 6, 2003
-------------------------
    Robert C. Grayson



/s/ Ronald W. Hovsepian         Director                          June 6, 2003
-------------------------
    Ronald W. Hovsepian



/s/ Rochelle B. Lazarus         Director                          June 6, 2003
-------------------------
    Rochelle B. Lazarus



/s/ Hanne M. Merriman           Director                          June 6, 2003
-------------------------
    Hanne M. Merriman



/s/ Michael W. Trapp            Director                          June 6, 2003
-------------------------
    Michael W. Trapp


                                       7
================================================================================
<PAGE>8

                         LIST OF EXHIBITS
                         ----------------

EXHIBIT NO.      DESCRIPTION OF EXHIBIT
-----------      ----------------------

   4.1           Restated Certificate of Incorporation of AnnTaylor
                 Stores Corporation, incorporated by reference to
                 Exhibit 3.1 to the Form 10-Q of AnnTaylor Stores
                 Corporation for the Quarter ended May 1, 1999, filed
                 on June 11, 1999.

   4.2           Certificate of Amendment to the Amended and Restated
                 Certificate of Incorporation of AnnTaylor Stores
                 Corporation, incorporated by reference to Exhibit 3.1
                 to the Form 10-Q of AnnTaylor Stores Corporation for
                 the Quarter ended May 1, 1999, filed on June 11, 1999.

   4.3           By-laws of AnnTaylor Stores Corporation, incorporated
                 by reference to Exhibit 3.2 to the Form 10-Q of
                 AnnTaylor Stores Corporation for the Quarter ended
                 November 2, 1991, filed on December 17, 1991.

   4.4           Amended and Restated Rights Agreement, dated as of May
                 1, 2001, between AnnTaylor Stores Corporation and
                 Mellon Investor Services LLC, as Rights Agent ,
                 incorporated by reference to Exhibit 1 to the
                 Registration Statement on Form 8-A/A, filed on May 24,
                 2001.

   4.5           AnnTaylor Stores Corporation 2003 Equity Incentive
                 Plan, incorporated by reference to Exhibit B to the
                 Definitive Proxy Statement of AnnTaylor Stores
                 Corporation on Schedule 14A, filed on April 1, 2003.

   5.1           Opinion of Barbara K. Eisenberg, Esq., Senior Vice
                 President, General Counsel and Secretary of Ann Taylor
                 Stores Corporation, regarding the validity of the
                 Common Stock to be issued.

   23.1          Consent of Barbara K. Eisenberg, Esq. (included in
                 Exhibit 5).

   23.2          Consent of Deloitte & Touche LLP.

   24.1          Powers of Attorney (included on signature page).


                                       8
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{"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": "333-105914", "film-number": "03735910"}, "business-address": {"street1": "142 WEST 57TH ST", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2125413300"}}
As filed with the Securities and Exchange Commission on June 6, 2003
                                                      Registration No. 333-_____

                SECURITIES AND EXCHANGE COMMISSION
                ----------------------------------

                       Washington, D.C. 20549
                       ----------------------

          ------------------------------------------------
                             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 or Other                              (I.R.S. Employer
     Jurisdiction                                Identification
  of Incorporation or                                Number)
     Organization)

 142 WEST 57TH STREET
  NEW YORK, NEW YORK                                    10019
  ------------------                                    -----
 (Address of Principal                               (Zip Code)
   Executive Office)

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

                   ANNTAYLOR STORES CORPORATION
                   ----------------------------
                    2003 EQUITY INCENTIVE PLAN
                    --------------------------
                     (FULL TITLE OF THE PLAN)

          ------------------------------------------------
                   Barbara K. Eisenberg, Esquire
       Senior Vice President, General Counsel and Secretary
                   AnnTaylor Stores Corporation
                       142 West 57th Street
                     New York, New York 10019
              (Name and Address of Agent For Service)

                          (212) 541-3300
   (Telephone Number, Including Area Code, of Agent For Service)
          ------------------------------------------------
                  CALCULATION OF REGISTRATION FEE
                  -------------------------------
==============================================================================
                      :            :  PROPOSED    :    PROPOSED  :  AMOUNT OF
  TITLE OF SECURITIES :  AMOUNT    :   MAXIMUM    :    MAXIMUM   : REGISTRATION
    TO BE REGISTERED  :   TO BE    :  OFFERING    :    AGGREGATE :     FEE
                      : REGISTERED :  PRICE PER   :    OFFERING  :
                      :            :  SECURITY (1):     PRICE    :
                      :            :              :      (1)     :
------------------------------------------------------------------------------
AnnTaylor Stores      :            :              :              :
Corporation Common    :  2,200,000 :   $26.49     : $58,278,000  :    $4,715
Stock, par value      :            :              :              :
$0.0068 per share     :            :              :              :
==============================================================================

(1)  Estimated solely for purposes of calculating the registration
     fee pursuant to Rules 457(c) and (h) under the Securities Act
     of 1933, as amended, on the basis of the average of the high
     and low sale prices for common stock of AnnTaylor Stores
     Corporation as reported on the New York Stock Exchange on
     June 2, 2003.
================================================================================
2

                              PART I
                              ------

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
       ----------------------------------------------------

      The document(s)  containing the information specified in Part
I of Form S-8 will be sent or given to  participating  employees as
specified by Rule  428(b)(1)  under the  Securities Act of 1933, as
amended (the  "Securities  Act").  In accordance  with Rule 428 and
the  requirements  of Part I of Form S-8,  such  documents  are not
being  filed  with the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as
prospectuses  or prospectus  supplements  pursuant to Rule 424. The
Registrant  (as  defined  below)  shall  maintain  a file  of  such
documents  in  accordance  with the  provisions  of Rule 428.  Upon
request,  the  Registrant  shall  furnish to the  Commission or its
staff a copy or copies of any or all of the  documents  included in
such  file.   Such   documents,   taken   together,   constitute  a
prospectus  that meets the  requirements  of  Section  10(a) of the
Securities Act.

                              PART II
                              -------

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
        --------------------------------------------------

      This Registration Statement is being filed solely to
register the issuance of 2,200,000 shares of common stock, par
value $.0068 per share (the "Common Stock") of AnnTaylor Stores
Corporation, a Delaware corporation (the "Registrant"), pursuant
to the Registrant's 2003 Equity Incentive Plan (the "Plan").

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-------    -----------------------------------------------

      The following documents filed with the Commission are
incorporated herein by reference:

      o    The Registrant's Annual Report on Form 10-K for the
           fiscal year ended February 1, 2003 (filed on April 1,
           2003).

      o    The Registrant's Current Reports on Form 8-K dated
           February 6, 2003, March 11, 2003, April 10, 2003, May
           8, 2003, May 14, 2003 and June 5, 2003.

      o    The Registrant's Proxy Statement, dated April 1, 2003,
           relating to the Registrant's 2003 Annual Meeting of
           Stockholders.

      o    The description of the Common Stock of the Registrant
           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.

                                       2
================================================================================
3

      o    All documents subsequently filed by the Registrant
           pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
           Exchange Act, after the date hereof and prior to the
           filing of a post-effective amendment which indicates
           that all of the securities offered hereby have been
           sold or which deregisters all such 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  Barbara  K.
Eisenberg,  Esq.,  Senior  Vice  President,   General  Counsel  and
Secretary  of  the   Registrant.   As  of  the  date  hereof,   Ms.
Eisenberg  owns  shares  of  Common  Stock  and  has  been  granted
options to purchase additional shares of Common Stock.

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 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 7.       EXEMPTION FROM REGISTRATION CLAIMED
-------       -----------------------------------

      Not applicable.

ITEM 8.       EXHIBITS
-------       --------

EXHIBIT NO.   DESCRIPTION OF EXHIBIT
-----------   -----------------------

4.1           Restated Certificate of Incorporation of AnnTaylor
              Stores Corporation, incorporated by reference to Exhibit
              3.1 to the Form 10-Q of AnnTaylor Stores Corporation for
              the Quarter ended May 1, 1999, filed on June 11, 1999.

4.2           Certificate of Amendment to the Amended and Restated
              Certificate of Incorporation of AnnTaylor Stores
              Corporation, incorporated by reference to Exhibit 3.1 to
              the Form 10-Q of AnnTaylor Stores Corporation for the
              Quarter ended May 1, 1999, filed on June 11, 1999.

                                       3
================================================================================
4

4.3         By-laws of AnnTaylor Stores Corporation, incorporated by
            reference to Exhibit 3.2 to the Form 10-Q of AnnTaylor
            Stores Corporation for the Quarter ended November 2,
            1991, filed on December 17, 1991.

4.4         Amended and Restated Rights Agreement, dated as of May
            1, 2001, between AnnTaylor Stores Corporation and Mellon
            Investor Services LLC, as Rights Agent , incorporated by
            reference to Exhibit 1 to the Registration Statement on
            Form 8-A/A, filed on May 24, 2001.

4.5         AnnTaylor Stores Corporation 2003 Equity Incentive Plan,
            incorporated by reference to Exhibit B to the Definitive
            Proxy Statement of AnnTaylor Stores Corporation on
            Schedule 14A, filed on April 1, 2003.

5.1         Opinion of Barbara K. Eisenberg, Esq., Senior Vice
            President, General Counsel and Secretary of AnnTaylor
            Stores Corporation, regarding the validity of the Common
            Stock to be issued.

23.1        Consent of Barbara K. Eisenberg, Esq. (included in
            Exhibit 5).

23.2        Consent of Deloitte & Touche LLP.

24.1        Powers of Attorney (included on signature page).

ITEM 9.    REQUIRED UNDERTAKINGS
-------    ---------------------

      (a)       The undersigned Registrant hereby undertakes:

      (a)(1)    To file,  during  any  period  in which  offers  or
sales  are  being  made,   a   post-effective   amendment  to  this
Registration Statement:

                (i)   To include any prospectus required by  Section
         10(a)(3) of the Securities Act;

                (ii)  To reflect in the prospectus any facts or events
         arising  after  the  effective   date  of  the   Registration
         Statement  (or  the  most  recent  post-effective   amendment
         thereof) which,  individually or in the aggregate,  represent
         a  fundamental  change  in the  information  set forth in the
         Registration Statement;

                (iii) To include any material information with respect
         to the plan of distribution  not previously  disclosed in the
         Registration   Statement  or  any  material  change  to  such
         information in the Registration Statement;

provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do
not  apply  if  the  information  required  to  be  included  in  a
post-effective  amendment  by  those  paragraphs  is  contained  in
periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant  to  Section 13 or 15(d) of the  Exchange  Act
that are incorporated by reference in the Registration Statement.

                                       4

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

      (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.

      (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 15(d) of the Exchange  Act (and,  where  applicable,  each
filing of an employee  benefit  plan's  annual  report  pursuant to
Section  15(d)  of  the  Exchange  Act)  that  is  incorporated  by
reference  in the  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.

                                       5
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6

                            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 this 3rd day of June, 2003.

                                    ANNTAYLOR STORES CORPORATION

                                    By:  /s/ Barry Erdos
                                         --------------------------
                                          Name:  Barry Erdos
                                          Title: Chief Operating Officer

                        POWERS OF ATTORNEY
                        ------------------

      Know  all men by  these  presents,  that  each  person  whose
signature  appears  below  constitutes  and  appoints  Barry Erdos,
Barbara K.  Eisenberg and James M. Smith,  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
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 or she  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 in the capacities indicated.

           NAME                        TITLE                      DATE
           ----                        -----                      ----

  /s/ J. Patrick Spainhour      Chairman, Chief Executive       June 6, 2003
  ------------------------      Officer and Director
      J. Patrick Spainhour      (Principal Executive Officer
                                   and Director)

  /s/ Barry Erdos               Chief Operating Officer and     June 6, 2003
  -----------------------           Director
      Barry Erdos

  /s/ James M. Smith            Senior Vice President, Chief    June 6, 2003
  -----------------------       Financial Officer and
      James M. Smith                 Treasurer
                                (Principal Financial Officer)

                                       6

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7

           NAME                        TITLE                      DATE
           ----                        -----                      ----

/s/  Sallie A. DeMarsilis       Vice President and Controller     June 6, 2003
-------------------------       (Principal Accounting
     Sallie A. DeMarsilis             Officer)

/s/ Gerald S. Armstrong         Director                          June 6, 2003
-------------------------
    Gerald S. Armstrong

/s/ James J. Burke, Jr.         Director                          June 6, 2003
-------------------------
    James J. Burke, Jr.

/s/ Wesley E. Cantrell          Director                          June 6, 2003
-------------------------
    Wesley E. Cantrell

/s/ Robert C. Grayson           Director                          June 6, 2003
-------------------------
    Robert C. Grayson

/s/ Ronald W. Hovsepian         Director                          June 6, 2003
-------------------------
    Ronald W. Hovsepian

/s/ Rochelle B. Lazarus         Director                          June 6, 2003
-------------------------
    Rochelle B. Lazarus

/s/ Hanne M. Merriman           Director                          June 6, 2003
-------------------------
    Hanne M. Merriman

/s/ Michael W. Trapp            Director                          June 6, 2003
-------------------------
    Michael W. Trapp

                                       7
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8

                         LIST OF EXHIBITS
                         ----------------

EXHIBIT NO.      DESCRIPTION OF EXHIBIT
-----------      ----------------------

   4.1           Restated Certificate of Incorporation of AnnTaylor
                 Stores Corporation, incorporated by reference to
                 Exhibit 3.1 to the Form 10-Q of AnnTaylor Stores
                 Corporation for the Quarter ended May 1, 1999, filed
                 on June 11, 1999.

   4.2           Certificate of Amendment to the Amended and Restated
                 Certificate of Incorporation of AnnTaylor Stores
                 Corporation, incorporated by reference to Exhibit 3.1
                 to the Form 10-Q of AnnTaylor Stores Corporation for
                 the Quarter ended May 1, 1999, filed on June 11, 1999.

   4.3           By-laws of AnnTaylor Stores Corporation, incorporated
                 by reference to Exhibit 3.2 to the Form 10-Q of
                 AnnTaylor Stores Corporation for the Quarter ended
                 November 2, 1991, filed on December 17, 1991.

   4.4           Amended and Restated Rights Agreement, dated as of May
                 1, 2001, between AnnTaylor Stores Corporation and
                 Mellon Investor Services LLC, as Rights Agent ,
                 incorporated by reference to Exhibit 1 to the
                 Registration Statement on Form 8-A/A, filed on May 24,
                 2001.

   4.5           AnnTaylor Stores Corporation 2003 Equity Incentive
                 Plan, incorporated by reference to Exhibit B to the
                 Definitive Proxy Statement of AnnTaylor Stores
                 Corporation on Schedule 14A, filed on April 1, 2003.

   5.1           Opinion of Barbara K. Eisenberg, Esq., Senior Vice
                 President, General Counsel and Secretary of Ann Taylor
                 Stores Corporation, regarding the validity of the
                 Common Stock to be issued.

   23.1          Consent of Barbara K. Eisenberg, Esq. (included in
                 Exhibit 5).

   23.2          Consent of Deloitte & Touche LLP.

   24.1          Powers of Attorney (included on signature page).

                                       8