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

                                   FORM 10-Q

(Mark One)
|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934


                 For the quarterly period ended August 4, 2001

                                      OR

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934


                        Commission file number 1-11980


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


       Delaware                                     51-0297083
       --------                                     ----------
(State or other jurisdiction of        (I.R.S. Employer Identification Number)
incorporation or organization)



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



                                (212) 541-3300
                                --------------
             (Registrant's telephone number, including area code)


     Indicate  by check  mark  whether  registrant  (1) has  filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No  ___.

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.


                                            Outstanding as of
        Class                                August 31, 2001
        -----                               -----------------
  Common Stock, $1.00 par value                     1


     The  registrant  meets  the  conditions  set forth in  General  Instruction
H(1)(a) and (b) of Form 10-Q and is therefore  filing this form with the reduced
disclosure format.

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                                INDEX TO FORM 10-Q







                                                                        Page No.
   PART I. FINANCIAL INFORMATION

      Item 1.Financial Statements

             Condensed Consolidated Statements of Income
               for the Quarters and Six Months Ended
               August 4, 2001 and July 29, 2000............................ 3
             Condensed Consolidated Balance Sheets at
               August 4, 2001 and February 3, 2001......................... 4
             Condensed Consolidated Statements of Cash Flows
               for the Six Months Ended August 4, 2001 and
               July 29, 2000............................................... 5
             Notes to Condensed Consolidated Financial Statements.......... 6

      Item 2.Management's Discussion and Analysis of Results
               of Operations............................................... 8


   PART II.OTHER INFORMATION

      Item 1.Legal Proceedings.............................................10

      Item 6.Exhibits and Reports on Form 8-K..............................11



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3

                         PART I. FINANCIAL INFORMATION
                         -----------------------------

ITEM 1.    FINANCIAL STATEMENTS

                                ANNTAYLOR, INC.
                                ---------------
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  -------------------------------------------
    FOR THE QUARTERS AND SIX MONTHS ENDED AUGUST 4, 2001 AND JULY 29, 2000
                                  (unaudited)


                                        Quarters Ended       Six Months Ended
                                        --------------       ----------------

                                      August 4,  July 29,   August 4,  July 29,
                                        2001       2000        2001     2000
                                        ----       ----        ----     ----
                                                   (in thousands)

Net sales .........................   $310,292   $306,252   $617,382   $583,320
Cost of sales .....................    158,289    162,444    305,727    290,916
                                      --------   --------   --------   --------
Gross profit ......................    152,003    143,808    311,655    292,404
Selling, general and
  administrative expenses..........    135,833    116,062    271,551    240,165
Amortization of goodwill ..........      2,760      2,760      5,520      5,520
                                      --------   --------   --------   --------
Operating income ..................     13,410     24,986     34,584     46,719
Interest income ...................        523        806        858      1,270
Interest expense ..................      1,719      1,830      3,499      3,626
                                      --------   --------   --------   --------
Income before income taxes ........     12,214     23,962     31,943     44,363
Income tax provision ..............      5,815     10,536     14,600     19,655
                                      --------   --------   --------   --------
    Net income ....................   $  6,399   $ 13,426   $ 17,343   $ 24,708
                                      ========   ========   ========   ========


       See accompanying notes to condensed consolidated financial statements.


                                        -3-

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4


                                  ANNTAYLOR, INC.
                                  ---------------
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                       -------------------------------------
                      AUGUST 4, 2001 AND FEBRUARY 3, 2001
                                  (unaudited)


                                                      August 4, February 3,
                                                         2001      2001
                                                         ----      ----
                       ASSETS                           (in thousands)
Current assets
  Cash and cash equivalents .......................   $ 29,656   $ 31,962
  Accounts receivable, net ........................     59,581     57,989
  Merchandise inventories .........................    173,913    170,631
  Prepaid expenses and other current assets .......     57,576     53,227
                                                      --------   --------
      Total current assets ........................    320,726    313,809
Property and equipment, net .......................    245,112    220,032
Goodwill, net .....................................    292,099    297,619
Deferred financing costs, net .....................      4,827      4,281
Other assets ......................................     14,718     12,374
                                                      --------   --------
      Total assets ................................   $877,482   $848,115
                                                      ========   ========
        LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
  Accounts payable.................................    $71,548   $ 65,903
  Accrued salaries and bonus ......................     10,052     12,960
  Accrued tenancy .................................     10,674      9,800
  Gift certificates and merchandise
    credits redeemable ............................     16,115     20,375
  Accrued expenses ................................     37,397     30,604
  Current portion of long-term debt ...............      1,454      1,400
                                                      --------   --------
      Total current liabilities ...................    147,240    141,042

Note Payable to ATSC ..............................    116,572    114,960
Other long-term debt ..............................        509      1,250

Deferred lease costs and other liabilities.........     16,298     16,834

Commitments and contingencies

Stockholder's equity
  Common stock, $1.00 par value;
      1,000 shares authorized;
      1 share issued and outstanding ..............          1          1
  Additional paid-in capital ......................    388,690    383,199
  Retained earnings ...............................    208,172    190,829
                                                      --------   --------
      Total stockholder's equity ..................    596,863    574,029
                                                      --------   --------
      Total liabilities and stockholder's equity ..   $877,482   $848,115
                                                      ========   ========



   See accompanying notes to condensed consolidated financial statements.

                                      -4-
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5

                             ANNTAYLOR, INC.
                             ---------------
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             -----------------------------------------------
        FOR THE SIX MONTHS ENDED AUGUST 4, 2001 AND JULY 29, 2000
                               (unaudited)


                                                       Six Months Ended
                                                ------------------------------
                                                August 4, 2001   July 29, 2000
                                                --------------   -------------

                                                       (in thousands)
Operating activities:
  Net income ......................................   $ 17,343    $ 24,708
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Provision for loss on accounts receivable .....        697         595
    Depreciation and amortization .................     19,974      16,521
    Amortization of goodwill ......................      5,520       5,520
    Non-cash interest .............................      2,082       2,114
    Amortization of deferred compensation .........      1,163       1,159
    Loss on disposal of property and equipment ....        922         859
    Changes in assets and liabilities:
      Receivables .................................     (2,289)       (595)
      Merchandise inventories .....................     (3,282)    (14,665)
      Prepaid expenses and other current assets ...     (4,349)     (4,820)
      Accounts payable ............................      5,645       6,688
      Accrued liabilities .........................        500         873
      Other non-current assets and liabilities, net     (2,880)       (744)
                                                      --------    --------
  Net cash provided by operating activities .......     41,046      38,213
                                                      --------    --------
Investing activities:
  Purchases of property and equipment .............    (45,976)    (39,357)
                                                      --------    --------
  Net cash used by investing activities ...........    (45,976)    (39,357)
                                                      --------    --------
Financing activities:
  Payments on mortgage ............................       (688)       (638)
  Payment of financing costs ......................     (1,016)        (41)
  Parent company activity .........................      4,328       1,344
                                                      --------    --------
  Net cash provided by financing activities .......      2,624         665
                                                      --------    --------
Net decrease in cash ..............................     (2,306)       (479)
Cash and cash equivalents, beginning of period ....     31,962      35,081
                                                      --------    --------
Cash and cash equivalents, end of period ..........   $ 29,656    $ 34,602
                                                      ========    ========
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for interest ........   $  1,265    $  1,216
                                                      ========    ========
  Cash paid during the period for income taxes ....   $  2,646    $ 22,411
                                                      ========    ========


  See accompanying notes to condensed consolidated financial statements.

                                      -5-
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6

                                ANNTAYLOR, INC.
                                ---------------
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             ----------------------------------------------------
                                  (unaudited)






1.  BASIS OF PRESENTATION

    The condensed  consolidated  financial  statements of AnnTaylor,  Inc. (the
"Company")  are  unaudited  but,  in the  opinion of  management,  contain  all
adjustments  (which  are of a normal  recurring  nature)  necessary  to present
fairly the financial  position,  results of  operations  and cash flows for the
periods  presented.  All  significant  intercompany  accounts and  transactions
have been eliminated.

    The results of operations  for the 2001 interim period shown in this report
are not necessarily indicative of results to be expected for the fiscal year.

    The February 3, 2001  condensed  consolidated  balance  sheet  amounts have
been derived from the  previously  audited  consolidated  balance  sheet of the
Company.

    Certain  Fiscal  2000  amounts  have been  reclassified  to  conform to the
Fiscal 2001 presentation.

    Detailed  footnote  information  is not  included  for the  quarters  ended
August 4, 2001 and July 29, 2000.  The financial  information  set forth herein
should  be read in  conjunction  with the Notes to the  Company's  Consolidated
Financial  Statements  contained in the  Company's  2000 Annual  Report on Form
10-K.




2.  LONG-TERM DEBT


    The following summarizes long-term debt outstanding at August 4, 2001:

                                           (in thousands)
       Note Payable to ATSC.................  $116,572
                                              --------
       Mortgage.............................     1,963
       Less current portion.................     1,454
                                              --------
       Mortgage, long-term..................       509
                                              --------
          Total long-term debt..............  $117,081
                                              ========


                                   -6-
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7

                                ANNTAYLOR, INC.
                                ---------------
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             ----------------------------------------------------
                                  (unaudited)



3.  RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  of   Financial   Accounting   Standards   ("SFAS")   141,   "Business
Combinations",  and SFAS 142, "Goodwill and Other Intangible  Assets".  SFAS 141
requires  that the  purchase  method  of  accounting  be used  for all  business
combinations  completed  after June 30,  2001 and  clarifies  the  criteria  for
recognition of intangible assets  separately from goodwill.  Management does not
believe  that the  adoption  of SFAS 141 will have an  impact  on the  Company's
consolidated financial position or consolidated results of operations.  SFAS 142
requires that ratable  amortization  of goodwill be replaced with periodic tests
of the goodwill's  impairment and that intangible  assets,  other than goodwill,
which have determinable  useful lives be amortized over that period. SFAS 142 is
effective for fiscal years beginning after December 15, 2001. Management intends
to adopt  SFAS 142 in  Fiscal  2002,  subject  to  independent  valuation  which
supports the carrying  value of such long-lived  assets,  and estimates that it
will add approximately $11,000,000 annually to net income.

     In July 2001, the FASB unananimously  voted to issue SFAS 143,  "Accounting
for Asset Retirement  Obligations"  which provides  accounting  requirements for
retirement  obligations  associated with tangible long-lived assets. SFAS 143 is
effective for fiscal years  beginning  after June 15, 2002.  Management does not
believe  that the  adoption  of SFAS 143 will have a  significant  impact on the
Company's consolidated financial position or consolidated results of operations.


                                    -7-
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8


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

                                       Six Months Ended
                                       ----------------

                                      August 4,   July 29,
                                        2001       2000
                                        ----       ----

Number of Stores:
   Open at beginning of period.          478        405
   Opened during period........           25         30
   Expanded during period*.....            5          2
   Closed during period........            3          5
   Open at end of period.......          500        430
Type of Stores Open at End of Period:
   Ann Taylor stores...........          335        319
   Ann Taylor Loft stores......          153         98
   Ann Taylor Factory Stores...           12         13

- -------------------
* Expanded stores are excluded from  comparable  store sales for the first year
following expansion.



SIX MONTHS ENDED AUGUST 4, 2001 COMPARED TO THE SIX MONTHS ENDED JULY 29, 2000

    The  Company's  net sales in the first six months of Fiscal 2001  increased
to  $617,382,000  from  $583,320,000,  an  increase  of  $34,062,000  or  5.8%.
Comparable  store  sales  for the  first  six  months  of 2001  decreased  8.4%
compared  to an  increase  of 1.4%  during  the same  period  in  Fiscal  2000.
Comparable  store sales by division  were down 11.1% for Ann Taylor  stores and
up  2.8%  for  Ann  Taylor  Loft  stores.  The  sales  increase  was  primarily
attributable  to  the  opening  of new  stores  offset,  in  part,  by the  net
decrease  in  comparable  store  sales.   Management   believes  that  the  net
decrease in comparable  store sales was the result of customer  dissatisfaction
with certain of the  Company's  product  offerings and  merchandise  assortment
available in Ann Taylor stores in the Spring season of 2001.

    Gross profit as a percentage  of net sales  increased to 50.5% in the first
six months of 2001 from 50.1% in the first six months of 2000.

    Selling,  general and  administrative  expenses  were 44.0% of net sales in
the first six months of 2001,  compared  to 39.7% of net sales in the first six
months of 2000,  excluding  a  pre-tax  nonrecurring  charge  of  approximately
$8,500,000,  or 1.5% of net  sales,  in  connection  with an  extensive  review
conducted   with  the  Company's   financial  and  legal  advisors  of  various
strategic  approaches to enhance  shareholder  value.  The increase in selling,
general  and  administrative   expenses  as  a  percentage  of  net  sales  was


                                     -8-
================================================================================
9



primarily  attributable to decreased  leverage on fixed expenses resulting from
lower  overall  comparable  store sales and also  increases  in tenancy and Ann
Taylor  Loft store  operations  expenses  as a  percentage  of net sales due to
expansion.

    As a  result  of  the  foregoing,  the  Company  had  operating  income  of
$34,584,000,  or 5.6% of net sales,  in the first six months of 2001,  compared
to operating  income,  after taking into account the  nonrecurring  charge,  of
$46,719,000,  or  8.0%  of  net  sales,  in  the  first  six  months  of  2000.
Amortization  of  goodwill  was  $5,520,000  in each of the first six months of
Fiscal  2001 and  Fiscal  2000.  Operating  income,  without  giving  effect to
goodwill  amortization,  was  $40,104,000,  or 6.5% of net  sales,  in the 2001
period and $52,239,000, or 9.0% of net sales, in the 2000 period.

    Interest  income  was  $858,000  in the  first six  months  of Fiscal  2001
compared to  $1,270,000  in the first six months of Fiscal  2000.  The decrease
was  primarily  attributable  to lower  cash on hand and lower  interest  rates
during the first six months of Fiscal  2001,  compared  to the first six months
of Fiscal 2000.

     Interest  expense  was  $3,499,000  in the first six months of Fiscal  2001
compared to $3,626,000  in the first six months of Fiscal 2000.  The decrease in
interest  expense was primarily  attributable  to a decrease in letter of credit
fees and a reduction in amortization of deferred  financing costs resulting from
the Credit Facility entered into in the first quarter of Fiscal 2001.

    The income tax provision was $14,600,000,  or 45.7% of income before income
taxes, in the 2001 period,  compared to $19,655,000,  or 44.3% of income before
income  taxes,  in the 2000  period.  The  effective  income  tax rate for both
periods  differed from the statutory rate primarily  because of  non-deductible
goodwill amortization.

    As a result  of the  foregoing  factors,  the  Company  had net  income  of
$17,343,000,  or 2.8% of net sales, for the first six months of 2001,  compared
to net income of  $24,708,000  or 4.2% of net  sales,  for the first six months
of 2000.

                                     -9-

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10


                          PART II. OTHER INFORMATION
                          --------------------------



ITEM 1   LEGAL PROCEEDINGS

      On April 26, 1996,  alleged  stockholders  of the Company's  parent,  Ann
Taylor Stores Corporation  ("ATSC"),  filed a purported class action lawsuit in
the United  States  District  Court for the Southern  District of New York (the
"District  Court"),  against ATSC,  the Company,  certain  former  officers and
directors of ATSC and the Company,  Merrill Lynch & Co.  ("ML&Co.") and certain
affiliates  of ML&Co.  (Novak v.  Kasaks,  et. al.,  No. 96 CIV 3073  (S.D.N.Y.
1996)).  The  complaint  alleged  causes  of  action  under  Section  10(b) and
Section 20(a) of the  Securities  Exchange Act of 1934,  as amended,  asserting
that ATSC and the other  defendants made false and misleading  statements about
the  Company  and ATSC during the period  commencing  February 3, 1994  through
May 4, 1995 (the "Putative Class Period").  The complaint  sought,  among other
things,  (1)  certification  as a class action on behalf of all  purchasers  of
ATSC's  common  stock  during  the  Putative  Class  Period,  (2) an  award  of
compensatory  damages to the  plaintiffs  and  purported  members of the class,
pre-judgment and  post-judgment  interest,  and reasonable  attorneys' fees and
(3) equitable and/or injunctive relief.

      The  District  Court  granted  the  defendants'  motions to  dismiss  the
complaint and a  subsequently  filed amended  complaint.  On June 21, 2000, the
United  States  Court  of  Appeals  for  the  Second  Circuit  (the  "Court  of
Appeals")  vacated the  dismissal  of the amended  complaint,  and remanded the
case to the District  Court with  instructions  to allow  plaintiffs to replead
their complaint,  and to reconsider  whether  plaintiffs'  allegations are pled
with  sufficient  particularity  to  satisfy  the  pleading  standards  of  the
Private  Securities  Litigation  Reform Act of 1995.  On or about  November 27,
2000,  the  United  States  Supreme  Court  denied the  petition  for a writ of
certiorari  filed by ATSC, the Company and their former  directors and officers
seeking review and reversal of the decision of the Court of Appeals.

      While this action was pending  before the Court of Appeals,  ML&Co.,  its
affiliates and the two directors who previously  served on the Company's  Board
of  Directors  as   representatives   of  certain  affiliates  of  ML&Co.  (the
"settling  defendants"),  reached  a  settlement  with  the  plaintiffs,  which
provided,   among  other  things,   for  the   establishment  by  the  settling
defendants  of a settlement  fund in the amount of  $3,000,000  plus  interest.
On or about  December 14, 1999,  the District  Court entered an Order and Final
Judgment  approving this partial  settlement,  dismissing the amended complaint
with  prejudice as to the settling  defendants,  and barring and  enjoining any
future claims by, among others,  the remaining  defendants against the settling
defendants for contribution.


                                     -10-
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11


      Following  the decision of the Court of Appeals,  plaintiffs  elected not
to replead  their amended  complaint.  Accordingly,  on or about  September 29,
2000,  ATSC,  the Company and their former  directors and officers  again moved
to dismiss the  amended  complaint,  arguing  that it fails to plead fraud with
sufficient  particularity  under the standard set forth by the Court of Appeals
in its June 21, 2000  decision.  On or about July 18, 2001,  the District Court
denied the motion.  The parties are now conducting discovery.

      Due to the fact that the litigation is still in its  preliminary  stages,
any  liability  that may arise from this  action  cannot be  predicted  at this
time.  The Company  believes  that the amended  complaint is without  merit and
intends to continue to defend the action vigorously.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)      Exhibits:

            None



(b)      Reports on Form 8-K:

            None



                                   -11-
================================================================================

                                SIGNATURES



    Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    AnnTaylor, Inc.



Date:  September 14, 2001           By: /s/J. Patrick Spainhour
     ----------------------         ---------------------------
                                           J. Patrick Spainhour
                                           Chairman and Chief Executive
                                               Officer




Date:  September 14, 2001           By: /s/James M. Smith
     ----------------------         ---------------------------
                                           James M. Smith
                                           Senior Vice President,
                                           Chief Financial Officer and
                                              Treasurer

                               -12-