SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lazarus Adrienne B

(Last)

(First)

(Middle)

C/O ANNTAYLOR STORES CORPORATION

7 TIMES SQUARE

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2007

3. Issuer Name and Ticker or Trading Symbol
ANNTAYLOR STORES CORP [ ANN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, AnnTaylor Stores

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	76,201⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	03/11/2013	Common Stock	33,750	$12.7067	D
Employee Stock Option (right to buy)	⁽³⁾	03/08/2014	Common Stock	15,000	$30.12	D
Employee Stock Option (right to buy)	⁽⁴⁾	10/28/2014	Common Stock	25,000	$23	D
Employee Stock Option (right to buy)	⁽⁵⁾	02/22/2015	Common Stock	60,000	$22.01	D
Employee Stock Option (right to buy)	⁽⁶⁾	03/08/2016	Common Stock	22,500	$35.49	D
Employee Stock Option (right to buy)	⁽⁷⁾	06/06/2016	Common Stock	15,000	$39.38	D
Employee Stock Option (right to buy)	⁽⁸⁾	03/14/2017	Common Stock	50,000	$35.86	D

Explanation of Responses:

1. Includes holdings of approximately 229 shares in the Company's Associate Discount Stock Purchase Plan.

2. 8,437 options became exercisable on March 11, 2004, 8,438 options became exercisable on March 11, 2005, 8,437 options became exercisable on March 11, 2006, and 8,438 options became exercisable on March 11, 2007.

3. 3,750 options became exercisable on each of March 8, 2005, 2006 and 2007, and 3,750 will become exercisable on March 8, 2008.

4. 6,250 options became exercisable on each of October 28, 2005 and 2006, and 6,250 will become exercisable on each of October 28, 2007 and 2008.

5. 15,000 options became exercisable on each of February 22, 2006 and 2007, and 15,000 will become exercisable on each of February 22, 2008 and 2009.

6. 5,625 options became exercisable on March 8, 2007, and 5,625 options will become exercisable on each of March 8, 2008, 2009 and 2010.

7. 3,750 options will become exercisable on each of June 6, 2007, 2008, 2009 and 2010.

8. 12,500 options will become exercisable on each of March 14, 2008, 2009, 2010 and 2011.

Remarks:

	/s/ Adrienne Lazarus	03/19/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.