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  of incorporation)               (I.R.S.  employer identification no.)
       

142 West 57th Street, New York, New York                     10019
- ----------------------------------------                     ------
(Address of principal executive offices)                   (Zip code)
     
     
                  THE ANNTAYLOR, INC. SAVINGS PLAN
                  --------------------------------
                      (Full title of the plan)
                                  
                   
                   Jocelyn F.L. Barandiaran, Esq.
                    AnnTaylor Stores Corporation
              142 West 57th Street, New York, NY  10019
                           (212) 541-3226
              ------------------------------------------
      (Name, address and telephone number, including area code,
                        of agent for service)
                                  
                                  
                   CALCULATION OF REGISTRATION FEE
.............................................................................
                                     Proposed      Proposed
                                     Offering      Aggregate     Amount of
Title of Securities   Amount to be   Price Per     Offering      Registration
to be Registered      Registered     Share(1)(2)   Price(1)(2)   Fee
.............................................................................
Common Stock,
par value
$.0068  per share     50,000 shares     $35.93      $1,796,500   $619.48
..............................................................................
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457  under
    the Securities Act of 1933, as amended (the "Securities Act"), 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 September  22,  1994,
    which is within five business days prior to filing.
(2) Estimated solely for the purpose of calculating the registration fee.

In  addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this  registration  statement also covers an  indeterminate  amount  of
interests  to be offered or sold pursuant to the employee benefit  plan
described herein.

=============================================================================
                               PART  I
                                  

This  Registration  Statement  on  Form  S-8  is  being  filed  by  the
AnnTaylor, Inc. Savings Plan (the "Plan") with respect to interests  to
be  offered  or  sold  pursuant to the Plan, and  by  AnnTaylor  Stores
Corporation (the "Registrant") with respect to 50,000 shares of  common
stock,  par  value $.0068 per share ("Common Stock"), of the Registrant
which may be acquired by participants in the Plan.



                              PART  II
                                  
                                  
Item 3.   Incorporation of Documents by Reference

      The  following documents of the Registrant heretofore filed  with
the   Securities   and  Exchange  Commission  (the  "Commission")   are
incorporated  in  this Registration Statement by  reference:   (a)  the
Registrant's  Annual  Report on Form 10-K for  the  fiscal  year  ended
January  29, 1994, (b) the Registrant's Quarterly Reports on Form  10-Q
for the fiscal quarters ended April 30, 1994 and July 30, 1994, and (c)
the  description of the Common Stock contained in the Registrant's Form
8  dated May 15, 1991 filed under Section 12 of the Securities Exchange
Act of 1934 (the "Exchange Act").  All documents subsequently filed  by
the  Registrant and the Plan pursuant to Section 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 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 form the date of filing of such documents.


Item 4.   Not applicable.


Item 5.   Not applicable.


Item 6.   Indemnification of Officers and Directors

      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  of  1933 (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.   Not applicable.

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


Item 8.  Exhibits

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

   4.1          Restated Certificate of Incorporation of AnnTaylor
                Stores Corporation.  Incorporated  by  reference  
                to  Exhibit  4.1  to  the Registrant's Registration
                Statement  on  Form S-8 filed with the  Securities  and
                Exchange Commission on August 10, 1992 (Registration No. 
                33-50688).

   4.2          By-Laws   of   AnnTaylor  Stores   Corporation.
                Incorporated by reference to Exhibit 3.2 to the 
                Registrant's Quarterly Report on Form 10-Q for the 
                quarter ended  November 2, 1991 and filed on December 
                12,  1991 (Registration No. 33-28522).

   5            Internal Revenue Service determination letter dated
                July 30, 1991 stating that the AnnTaylor, Inc. Savings 
                Plan is qualified under Section 401 of the Internal 
                Revenue Code.

   23            Consent of Deloitte & Touche LLP


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  the  registration
           statement  or  any  material change to such information  in  the
           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.
   
      (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 (and each  filing  of
      the  Plan's  annual  report  pursuant  to  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  herein,  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  General
      Corporation  Law  of  the  State  of  Delaware  and  the  Restated
      Certificate of Incorporation of the Registrant, or otherwise,  the
      Registrant  has been advised that in the opinion of the Securities
      and  Exchange  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 of 1933, 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 September 27, 1994.
                              
                              AnnTaylor Stores Corporation

                              By: /s/Paul E. Francis
                                  -------------------------
                                     Paul E. Francis, Chief Financial Officer

                              By: /s/ Walter J. Parks
                                  --------------------------
                                      Walter J. Parks, 
                                      Principal Accounting Officer


     Pursuant to the requirements of the Securiites Act of 1933, this
Registration  Statement has been signed by the following  persons  in
the capacities and on the date indicated:


Signature                  Title                           Date
- ----------------------     -----------------------         ----------------


/s/ Sally Frame Kasaks     Chairman of the Board,          September 27, 1994
- ----------------------     Chief Executive Officer,
Sally Frame Kasaks         and Director


/s/ Paul  E.  Francis      Executive Vice President -      September 27, 1994
- ----------------------     Finance and Administration,   
Paul E. Francis            Chief Financial Officer, 
                           Treasurer and Director


/s/ Gerald S. Armstrong 
- -----------------------    Director                        September 27, 1994
Gerald S. Armstrong


/s/ James J. Burke, Jr.    Director                        September 27, 1994
- -----------------------
James J. Burke, Jr.


/s/ Robert C. Grayson      Director                        September 27, 1994
- ---------------------
Robert C. Grayson


/s/ Rochelle B. Lazarus    Director                        September 27, 1994
- ----------------------
Rochelle B. Lazarus


/s/ Hanne M. Merriman      Director                        September 27, 1994  
- ---------------------
Hanne M. Merriman

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

      Pursuant to the requirements of the Securities Act of 1933, the
trustee  has duly caused this registration statement to be signed  on
behalf of the Plan by the undersigned, thereunto duly authorized,  in
the City of New York, State of New York, on September 27, 1994.

                                   AnnTaylor, Inc. Savings Plan
                                   By: Fleet Bank, N.A., as Trustee


                                     By: /s/ Charles J. Arntsen
                                         -----------------------
                                         Name: Charles J. Arntsen
                                         Title:  Assistant  Vice
                                         President
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{"company-data": {"conformed-name": "ANNTAYLOR STORES CORP", "cik": "0000874214", "assigned-sic": "5621", "irs-number": "133499319", "state-of-incorporation": "DE", "fiscal-year-end": "0202"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55629", "film-number": "94550394"}, "business-address": {"street1": "142 WEST 57TH ST", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2125413300"}}
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  of incorporation)               (I.R.S.  employer identification no.)
       

142 West 57th Street, New York, New York                     10019
- ----------------------------------------                     ------
(Address of principal executive offices)                   (Zip code)
     
     
                  THE ANNTAYLOR, INC. SAVINGS PLAN
                  --------------------------------
                      (Full title of the plan)
                                  
                   
                   Jocelyn F.L. Barandiaran, Esq.
                    AnnTaylor Stores Corporation
              142 West 57th Street, New York, NY  10019
                           (212) 541-3226
              ------------------------------------------
      (Name, address and telephone number, including area code,
                        of agent for service)
                                  
                                  
                   CALCULATION OF REGISTRATION FEE
.............................................................................
                                     Proposed      Proposed
                                     Offering      Aggregate     Amount of
Title of Securities   Amount to be   Price Per     Offering      Registration
to be Registered      Registered     Share(1)(2)   Price(1)(2)   Fee
.............................................................................
Common Stock,
par value
$.0068  per share     50,000 shares     $35.93      $1,796,500   $619.48
..............................................................................
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457  under
    the Securities Act of 1933, as amended (the "Securities Act"), 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 September  22,  1994,
    which is within five business days prior to filing.
(2) Estimated solely for the purpose of calculating the registration fee.

In  addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this  registration  statement also covers an  indeterminate  amount  of
interests  to be offered or sold pursuant to the employee benefit  plan
described herein.

=============================================================================
                               PART  I
                                  

This  Registration  Statement  on  Form  S-8  is  being  filed  by  the
AnnTaylor, Inc. Savings Plan (the "Plan") with respect to interests  to
be  offered  or  sold  pursuant to the Plan, and  by  AnnTaylor  Stores
Corporation (the "Registrant") with respect to 50,000 shares of  common
stock,  par  value $.0068 per share ("Common Stock"), of the Registrant
which may be acquired by participants in the Plan.

                              PART  II
                                  
                                  
Item 3.   Incorporation of Documents by Reference

      The  following documents of the Registrant heretofore filed  with
the   Securities   and  Exchange  Commission  (the  "Commission")   are
incorporated  in  this Registration Statement by  reference:   (a)  the
Registrant's  Annual  Report on Form 10-K for  the  fiscal  year  ended
January  29, 1994, (b) the Registrant's Quarterly Reports on Form  10-Q
for the fiscal quarters ended April 30, 1994 and July 30, 1994, and (c)
the  description of the Common Stock contained in the Registrant's Form
8  dated May 15, 1991 filed under Section 12 of the Securities Exchange
Act of 1934 (the "Exchange Act").  All documents subsequently filed  by
the  Registrant and the Plan pursuant to Section 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 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 form the date of filing of such documents.

Item 4.   Not applicable.

Item 5.   Not applicable.

Item 6.   Indemnification of Officers and Directors

      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  of  1933 (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.   Not applicable.

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

Item 8.  Exhibits

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

   4.1          Restated Certificate of Incorporation of AnnTaylor
                Stores Corporation.  Incorporated  by  reference  
                to  Exhibit  4.1  to  the Registrant's Registration
                Statement  on  Form S-8 filed with the  Securities  and
                Exchange Commission on August 10, 1992 (Registration No. 
                33-50688).

   4.2          By-Laws   of   AnnTaylor  Stores   Corporation.
                Incorporated by reference to Exhibit 3.2 to the 
                Registrant's Quarterly Report on Form 10-Q for the 
                quarter ended  November 2, 1991 and filed on December 
                12,  1991 (Registration No. 33-28522).

   5            Internal Revenue Service determination letter dated
                July 30, 1991 stating that the AnnTaylor, Inc. Savings 
                Plan is qualified under Section 401 of the Internal 
                Revenue Code.

   23            Consent of Deloitte & Touche LLP

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  the  registration
           statement  or  any  material change to such information  in  the
           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.
   
      (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 (and each  filing  of
      the  Plan's  annual  report  pursuant  to  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  herein,  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  General
      Corporation  Law  of  the  State  of  Delaware  and  the  Restated
      Certificate of Incorporation of the Registrant, or otherwise,  the
      Registrant  has been advised that in the opinion of the Securities
      and  Exchange  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 of 1933, 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 September 27, 1994.
                              
                              AnnTaylor Stores Corporation

                              By: /s/Paul E. Francis
                                  -------------------------
                                     Paul E. Francis, Chief Financial Officer

                              By: /s/ Walter J. Parks
                                  --------------------------
                                      Walter J. Parks, 
                                      Principal Accounting Officer

     Pursuant to the requirements of the Securiites Act of 1933, this
Registration  Statement has been signed by the following  persons  in
the capacities and on the date indicated:

Signature                  Title                           Date
- ----------------------     -----------------------         ----------------

/s/ Sally Frame Kasaks     Chairman of the Board,          September 27, 1994
- ----------------------     Chief Executive Officer,
Sally Frame Kasaks         and Director

/s/ Paul  E.  Francis      Executive Vice President -      September 27, 1994
- ----------------------     Finance and Administration,   
Paul E. Francis            Chief Financial Officer, 
                           Treasurer and Director

/s/ Gerald S. Armstrong 
- -----------------------    Director                        September 27, 1994
Gerald S. Armstrong

/s/ James J. Burke, Jr.    Director                        September 27, 1994
- -----------------------
James J. Burke, Jr.

/s/ Robert C. Grayson      Director                        September 27, 1994
- ---------------------
Robert C. Grayson

/s/ Rochelle B. Lazarus    Director                        September 27, 1994
- ----------------------
Rochelle B. Lazarus

/s/ Hanne M. Merriman      Director                        September 27, 1994  
- ---------------------
Hanne M. Merriman

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

      Pursuant to the requirements of the Securities Act of 1933, the
trustee  has duly caused this registration statement to be signed  on
behalf of the Plan by the undersigned, thereunto duly authorized,  in
the City of New York, State of New York, on September 27, 1994.

                                   AnnTaylor, Inc. Savings Plan
                                   By: Fleet Bank, N.A., as Trustee

                                     By: /s/ Charles J. Arntsen
                                         -----------------------
                                         Name: Charles J. Arntsen
                                         Title:  Assistant  Vice
                                         President