SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549



                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)      December 15, 1998


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



    Delaware                 1-11980                    51-0297083
    --------                 -------                    ----------
(State or other            (Commission        (I.R.S. Employer Identification
 jurisdiction of            File Number)       Number)
 incorporation)


  
  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)


                                       N/A
                              -------------------
          (Former name or former address, if changed since last report)






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 2


ITEM 5.  Other Events
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Plaintiffs Appeal of the Court's Dismissal of Novak v. Kasaks et al.
- --------------------------------------------------------------------

      On or about  December 15, 1998,  the  plaintiffs in the purported  class
action lawsuit  captioned Novak v. Kasaks,  et. al., No. 96 CIV 3073 (S.D.N.Y.
1996), filed a notice of appeal to the U.S. Court of Appeals,  Second Circuit,
seeking review of the decision  issued in November by the U.S.  District Court
for the Southern  District of New York that  dismissed,  with  prejudice,  the
amended complaint filed by the plaintiffs in the referenced action.

      As previously  reported,  the amended  complaint was filed in April 1998
against  AnnTaylor,  Inc. ("Ann Taylor"),  its parent company AnnTaylor Stores
Corporation  ("ATSC"),  present  and  former  directors  and  officers  of Ann
Taylor and ATSC,  Merrill Lynch & Co.  ("Merrill") and certain  affiliates of
Merrill,  and related to the period commencing February 3, 1994 through May 4,
1995. The amended  complaint  alleged causes of action under Section 10(b) and
Section 20(a) of the  Securities  Exchange Act of 1934,  as amended,  and Rule
10b-5  promulgated  thereunder.  The  District  Court  found that the  amended
complaint  failed to state a claim  upon  which  relief  may be  granted,  and
failed to plead fraud with particularity and an inability to do so.


                                  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 hereunto duly authorized.

 
                              AnnTaylor, Inc.

Date:  December 17, 1998      By: /s/  Walter J. Parks                  
       -----------------          ------------------------------        
                                       Walter J. Parks
                                       Senior Vice  President -
                                       Chief Financial Officer &
                                       Treasurer