8-K

                                 UNITED STATES
                      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):     January 10, 2002
                                                       ----------------


                         ANNTAYLOR STORES CORPORATION
                         ----------------------------
            (Exact name of registrant as specified in its charter)


     Delaware                           1-10738                  13-3499319
- --------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission File Number)      (I.R.S. Employer
of  Incorporation)                                           Identification No.)


                             142 West 57th Street
                           New York, New York 10019
                           ------------------------
  (Address, including Zip Code, of Registrants' Principal Executive Offices)


                                (212) 541-3300
                                --------------
             (Registrant's Telephone Number, Including Area Code)


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


        Delaware                      1-11980                    51-0297083
- --------------------------------------------------------------------------------
(State or Other Jurisdiction   (Commission File Number)      (I.R.S. Employer
of Incorporation)                                            Identification No.)


                             142 West 57th Street
                           New York, New York 10019
                           ------------------------
  (Address, including Zip Code, of Registrants' Principal Executive Offices)


                                (212) 541-3300
                                --------------
             (Registrant's Telephone Number, Including Area Code)


                                Not Applicable
                                --------------
                 (Former Names or Former Addresses, if Changed
                              Since Last Report)

This combined Form 8-K is separately filed by each of AnnTaylor Stores
Corporation and AnnTaylor, Inc.  The information contained herein relating to
each individual registrant is filed by such registrant on its own behalf.

================================================================================
2


ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

     AnnTaylor Stores Corporation (the "Company") issued a Press Release,  dated
January 10, 2002,  announcing December sales results and a $17 million charge. A
copy of the Press  Release is  appended  to this  report as Exhibit  99.1 and is
incorporated  herein by  reference.  The  Company  also  announced  in the Press
Release an amendment to AnnTaylor,  Inc.'s  existing  senior  secured  revolving
credit facility (the "Credit  Facility").  A copy of the amendment to the Credit
Facility is appended to this report as Exhibit 10.1 and is  incorporated  herein
by reference.  Any  information set forth herein is qualified in its entirety by
reference to the attached Exhibits.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

       (c)    Exhibits.

              10.1   Amendment No. 1 to the Credit Agreement,  dated as of
                     December 20, 2001, by and among  AnnTaylor,  Inc., the
                     Guarantors and Bank of America,  N.A., as Administrative
                     Agent  for  each  of the  Lenders  pursuant  to the  Credit
                     Agreement.

              99.1   Press Release issued by the Company on January 10, 2002.



                                  SIGNATURES
                                  ----------

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.

                                          ANNTAYLOR STORES CORPORATION

                                          By:    /s/  Barry Erdos
                                             ----------------------------------
                                                      Barry Erdos
Date:  January 10, 2002                        Senior Executive Vice President,
                                                  Chief Operating Officer



                                          ANNTAYLOR, INC.

                                          By:    /s/ Barry Erdos
                                             ----------------------------------
                                                     Barry Erdos
Date:  January 10, 2002                        Senior Executive Vice President,
                                                  Chief Operating Officer




                                    Page 2

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3


                                 EXHIBIT INDEX


Exhibit No.                          Description

- ---------------------------------------------------------
10.1      Amendment No. 1 to the Credit Agreement,
          dated as of December 20, 2001, by and among
          AnnTaylor, Inc., the Guarantors and Bank of
          America, N.A., as Administrative Agent for each
          of the Lenders pursuant to the Credit Agreement.


99.1      Press Release issued by the Company on January
          10, 2002.




                                    Page 3

EX-10

                                                               EXHIBIT 10.1
                                                               ------------


                      AMENDMENT NO. 1 TO CREDIT AGREEMENT
                      -----------------------------------



      THIS  AMENDMENT NO. 1 TO CREDIT  AGREEMENT  (this  "Amendment  No. 1") is
      --------------------------------------------
made and entered into  effective as of the 20th day of December,  2001,  by and

among ANN TAYLOR,  INC., a Delaware corporation  ("Borrower"),  THE UNDERSIGNED
      -----------------                                         ---------------
GUARANTORS,  and BANK OF AMERICA,  N.A., a national banking  association in its
- ----------       ----------------------
capacity  as  administrative  agent  (in  such  capacity,  the  "Administrative

Agent"),  for each of the lenders (the "Lenders") now or hereafter party to the

Credit Agreement referenced below.




                             W I T N E S S E T H:
                             --------------------


      WHEREAS, the Borrower,  the Lenders, the issuing banks named therein, the
      -------
syndication  agents named therein,  and the  Administrative  Agent have entered

into an Amended and Restated  Credit  Agreement  dated as of April 30, 2001 (as

hereby  amended  and as  from  time  to  time  further  amended,  supplemented,

modified,  replaced,  or restated,  the "Credit Agreement"),  pursuant to which

the  Lenders  agreed to make  certain  revolving  credit  and  letter of credit

facilities available to the Borrower; and



      WHEREAS,  each  of the  undersigned  Subsidiaries  of the  Borrower  is a
      -------
Guarantor and has  materially  benefited and will  materially  benefit from the

Loans  made and to be made and the  Letters  of Credit  issued and to be issued

under the Credit Agreement; and



      WHEREAS,  the Borrower has requested that the Credit Agreement be amended
      -------
as set forth herein and the  Requisite  Lenders are willing to amend the Credit

Agreement as set forth herein; and




      WHEREAS,  the undersigned  Subsidiaries  consent to the amendments to the
      -------
Credit Agreement as set forth herein;



      NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  the
      ---------------
fulfillment  of the  conditions  set forth herein,  and intending to be legally

bound, the parties hereto do hereby agree as follows:



      1.   Definitions.   The term  "Credit  Agreement"  as used  herein and in
           -----------
the Loan  Documents  shall  mean the Credit  Agreement  as hereby  amended  and

modified.  Any  capitalized  terms used herein  without  definition  shall have

the meaning set forth in the Credit Agreement.



      2.   Amendment  of Section 1.02 of the Credit  Agreement.  Subject to the
           ---------------------------------------------------
terms and  conditions  set forth herein,  Section 1.02 of the Credit  Agreement

is hereby amended as set forth below:



           (a)  The  definition  of "Base Rate" is hereby  amended and restated

      in its entirety to read as follows:



           "Base  Rate" shall mean,  for any day a  fluctuating  rate per annum

      equal to the  higher of (a) the Federal  Funds Rate plus 1/2 of 1% and (b)

      the Prime Rate for such day;  provided,  however,  that if on any date of
                                    ---------  -------
      calculation  the  Leverage  Ratio  as  reflected  on  the  most  recently

      delivered  Compliance  Certificate  is greater than 3.25 to 1.00 but less


================================================================================
2


      than  3.75 to 1.00,  then a  premium  of .25%  shall be added to the Base

      Rate and provided,  further,  that if such Leverage Ratio as so reflected
               --------   -------
      on such  Compliance  Certificate  is greater than 3.75 to 1.00, a premium

      of .50%  shall be added to the Base  Rate.  Any  change  in the Base Rate

      due to a change in the Prime  Rate or the  Federal  Funds  Rate  shall be

      effective  at the opening of business on the day  specified in the public

      announcement of such change.



           (b)  The  definition of "EBITDAR" is hereby  amended and restated in

      its entirety to read as follows:



           "EBITDAR"  shall mean,  for any  period,  the sum of the amounts for

      such  period,  of (a) Net  Income,  plus (b) to the  extent Net Income is

      reduced  thereby (i) all  charges for  amortization  of  intangibles  and

      depreciation,  (ii)  Interest  Expense,  (iii) income tax  expense,  (iv)

      certain  charges for  non-recurring  items to be taken  during the fourth

      fiscal  quarter of Fiscal Year 2001 in an aggregate  amount not exceeding

      $17,000,000,  and (v) without  duplication,  extraordinary losses (net of

      tax benefits) as shown on the consolidated  income statement of ATSC, the

      Borrower and its Restricted Subsidiaries,  plus (c) Rental Expense, minus

      (d)  extraordinary  gains,  including gains realized from the disposition

      of assets in connection with  discontinued  operations (net of taxes), as

      shown on the consolidated  income statement of ATSC, the Borrower and its

      Restricted Subsidiaries.



           (c)  The  definition  of "EBITR" is hereby  amended and  restated in

      its entirety to read as follows:



           "EBITR" shall mean, for any period,  the sum of the amounts for such

      period,  of (a) Net Income,  plus (b) to the extent Net Income is reduced

      thereby (i)  Interest  Expense,  (ii) income tax expense,  (iii)  certain

      charges  for  non-recurring  items to be taken  during the fourth  fiscal

      quarter  of  Fiscal  Year  2001  in an  aggregate  amount  not  exceeding

      $17,000,000,  and (iv) without duplication,  extraordinary losses (net of

      tax benefits) as shown on the consolidated  income statement of ATSC, the

      Borrower and its Restricted Subsidiaries,  plus (c) Rental Expense, minus

      (d)  extraordinary  gains,  including gains realized from the disposition

      of assets in connection with  discontinued  operations (net of taxes), as

      shown on the consolidated  income statement of ATSC, the Borrower and its

      Restricted Subsidiaries.



           (d)  The  definition  of  "Eurodollar  Rate" is hereby  amended  and

      restated in its entirety to read as follows:



           "Eurodollar  Rate" means,  for any  Interest  Period with respect to

      any   Eurodollar   Rate  Loan,  a  rate  per  annum   determined  by  the

      Administrative Agent pursuant to the following formula:



           Eurodollar Rate =           Eurodollar Base Rate
                              -----------------------------------------
                               1.00 - Eurodollar Reserve Percentage



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


           ; provided,  however,  that  if on  any  date  of  calculation  the
             ---------  -------
      Leverage  Ratio as reflected on the most  recently  delivered  Compliance

      Certificate  is  greater  than  3.25 to 1.00 but less  than 3.75 to 1.00,

      then a  premium  of .25%  shall  be  added  to the  Eurodollar  Rate  and

      provided,  further,  that if such Leverage  Ratio as so reflected on such
      ---------  -------
      Compliance  Certificate  is greater  than 3.75 to 1.00, a premium of .50%

      shall be added to the Eurodollar Rate.



           (e)  A new  definition  of  "Leverage  Ratio"  is  hereby  added  in

      appropriate alphabetical order to read as follows:



                "Leverage Ratio" means, as of the date of computation  thereof,

           the  ratio  of (a) the sum of (i)  Funded  Debt as of the end of the

           four  consecutive  fiscal quarter period ending on (or most recently

           ended  prior  to) such  date plus  (ii) the  product  of (A)  Rental

           Expense  for  such  period  times  (B) six to (b)  EBITDAR  for such

           period.



      3.   Amendment  of Section 2.03 of the Credit  Agreement.  Subject to the
           ---------------------------------------------------
terms and  conditions set forth herein,  subsection  (b)(ii) of Section 2.03 of

the Credit  Agreement  is hereby  amended to add the  following  proviso to the

end thereof:



      ";  provided,  however,  that in the  event  that the  Leverage  Ratio as
          ---------  -------
      reflected  on the  most  recently  delivered  Compliance  Certificate  is

      greater  than 3.25 to 1.00 but less than 3.75 to 1.00,  then a premium of

      .125% shall be added to the  Commitment Fee and provided,  further,  that
                                                      ---------  -------
      if such Leverage Ratio as so reflected on such Compliance  Certificate is

      greater  than  3.75 to  1.00,  a  premium  of .25%  shall be added to the

      Commitment Fee."



      4.   Amendment of Section  3.08(a) of the Credit  Agreement.  (a) Subject
           ------------------------------------------------------
to the terms  and  conditions  set  forth  herein,  Section  3.08(a)(i)  of the

Credit  Agreement is hereby amended to add the following  proviso to the end of

the first paragraph thereof:



      "; provided,  however,  that if on any date of  calculation  the Leverage
         ---------  -------
      Ratio as reflected on the most recently delivered Compliance  Certificate

      is greater  than 3.25 to 1.00 but less than 3.75 to 1.00,  then a premium

      of .25% shall be added to the  Standby  Letter of Credit  Fee  referenced

      above and provided,  further, that if such Leverage Ratio as so reflected
                --------   -------
      on such  Compliance  Certificate  is greater than 3.75 to 1.00, a premium

      of .50% shall be added to the  Standby  Letter of Credit  Fee  referenced

      above."



      (b)  Subject  to the  terms and  conditions  set  forth  herein,  Section

3.08(a)(ii)  of the Credit  Agreement  is hereby  amended to add the  following

proviso to the end of the first paragraph thereof:



      "; provided,  however,  that if on any date of  calculation  the Leverage
         --------   -------
      Ratio as reflected on the most recently delivered Compliance  Certificate

      is greater  than 3.25 to 1.00 but less than 3.75 to 1.00,  then a premium

      of  .125%  shall  be  added  to  the  Commercial  Letter  of  Credit  Fee

      referenced  above and provided,  further,  that if such Leverage Ratio as
                            ---------  -------
      so  reflected  on such  Compliance  Certificate  is greater  than 3.75 to

      1.00,  a  premium  of .25%  shall be added to the  Commercial  Letter  of

      Credit Fee referenced above."


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


      5.   Amendment  of Section 8.05 of the Credit  Agreement.  Subject to the
           ---------------------------------------------------
terms and  conditions  set forth herein,  Section 8.05 of the Credit  Agreement

is hereby  amended to add the  following  clause  (C) to the end of  subsection

(d) thereof:



           "and  (C)  on  a  pro  forma  basis  after  giving  effect  to  such

Restricted  Payment,  as evidenced in a certificate  of a Responsible  Officer,

the Leverage Ratio for the four  consecutive  fiscal  quarters  ending with the

fiscal  quarter  in which  such  Restricted  Payment  is to be made  shall  not

exceed 3.00 to 1.00;



      6.   Amendment  of Section 9.02 of the Credit  Agreement.  Subject to the
           ---------------------------------------------------
terms and  conditions  set forth herein,  Section 9.02 of the Credit  Agreement

is hereby amended and restated in its entirety to read as follows:



           9.02.  Leverage Ratio.  As  of  the  end  of  each  period  of  four
                  ---------------
      consecutive  fiscal  quarters  ending with the applicable  fiscal quarter

      set forth  below,  the Borrower  shall not permit the Leverage  Ratio for

      such period to be greater than the ratio set forth  opposite  such fiscal

      quarter:



           Ending Quarter                          Maximum Ratio
           --------------                          --------------
      3rd  Quarter, Fiscal Year 2001                3.50 to 1.00
      4th  Quarter, Fiscal Year 2001                4.00 to 1.00
      1st  Quarter, Fiscal Year 2002                4.00 to 1.00
      2nd  Quarter, Fiscal Year 2002                4.00 to 1.00
      3rd  Quarter, Fiscal Year 2002                4.00 to 1.00
      4th  Quarter, Fiscal Year 2002                4.00 to 1.00
      1st  Quarter, Fiscal Year 2003                3.75 to 1.00
      2nd  Quarter, Fiscal Year 2003                3.75 to 1.00
      3rd  Quarter, Fiscal Year 2003                3.75 to 1.00
      4th  Quarter, Fiscal Year 2003
            and each fiscal quarter thereafter      3.50 to 1.00



      7.   Amendment  of Section 9.03 of the Credit  Agreement.  Subject to the
           ---------------------------------------------------
terms and  conditions  set forth herein,  Section 9.03 of the Credit  Agreement

is hereby amended and restated in its entirety to read as follows:



           9.03. Minimum Fixed Charge Coverage  Ratio.  The Borrower  shall not
                 ------------------------------------
      permit the Fixed Charge  Coverage Ratio, as determined for and at the end

      of each  period  of four  consecutive  fiscal  quarters  ending  with the

      applicable  fiscal quarter set forth below, to be less than the ratio set

      forth opposite such fiscal quarter:



           Ending Quarter                          Minimum Ratio
           ---------------                         --------------
      3rd  Quarter, Fiscal Year 2001                1.15 to 1.00
      4th  Quarter, Fiscal Year 2001                1.10 to 1.00
      1st  Quarter, Fiscal Year 2002                1.10 to 1.00
      2nd  Quarter, Fiscal Year 2002                1.20 to 1.00
      3rd  Quarter, Fiscal Year 2002                1.20 to 1.00


                                       4
================================================================================
5


      4th  Quarter, Fiscal Year 2002                    1.20 to 1.00
      1st  Quarter, Fiscal Year 2003                    1.35 to 1.00
      2nd  Quarter, Fiscal Year 2003                    1.35 to 1.00
      3rd  Quarter, Fiscal Year 2003                    1.35 to 1.00
      4th  Quarter, Fiscal Year 2003
        and each fiscal quarter thereafter              1.50 to 1.00



      8.    Amendment of Exhibit  6.01(d)(i) of the Credit  Agreement.  Subject
            ---------------------------------------------------------
to the terms and conditions hereof,  Exhibit  6.01(d)(i)of the Credit Agreement

is hereby  amended  and  restated  in its  entirety in the form of Exhibit A to

this Amendment No. 1.



      9.   Representations   and   Warranties.   In   order   to   induce   the
           ----------------------------------
Administrative  Agent and the Lenders to enter into this  Amendment  No. 1, the

Borrower  represents and warrants to the  Administrative  Agent and the Lenders

as follows:



           (a)  Except as previously  disclosed in writing to the Lenders or as

      consented to and waived herein, the  representations  and warranties made

      by the  Borrower  in  Article  V of the  Credit  Agreement  are  true and

      correct  on  and  as of  the  date  hereof,  except  that  the  financial

      statements  referred to in Section 5.01(f) (solely for the purpose of the
                                 ---------------
      representation  and warranty  contained  in such Section  5.01(f) but not
                                                       ----------------
      for the purpose of any cross  reference to such Section 5.01(f) or to the
                                                      ---------------
      financial  statements  described therein contained in any other provision

      of Section 5.01 or  elsewhere in Article V) shall be those most  recently
         ------------                  ---------
      furnished to each Lender pursuant to Section 6.01;
                                           ------------


           (b)  There has been no  material  adverse  change in the  condition,

      financial  or  otherwise,  of  the  Borrower,  ATSC  and  its  Restricted

      Subsidiaries,  taken  as a  whole,  since  the  date of the  most  recent

      financial  reports of the Borrower received by the  Administrative  Agent

      and each Lender under Section 6.01 of the Credit Agreement;
                            ------------


           (c)  The  business  and  properties  of the  Borrower,  ATSC and its

      Restricted  Subsidiaries,  taken as a whole,  are not, and since the most

      recent  financial  report  of  the  Borrower,  ATSC  and  its  Restricted

      Subsidiaries  received by the Administrative  Agent and the Lenders under

      Section  6.01  of  the  Credit  Agreement,   have  not  been,  materially
      -------------
      adversely  affected  in any  substantial  way as the  result of any fire,

      explosion,   earthquake,   accident,  strike,  lockout,   combination  of

      workers,  flood,  embargo,  riot, activities of armed forces, war or acts

      of God or  the  public  enemy,  or  cancellation  or  loss  of any  major

      contracts; and



           (d)  No event has occurred and is continuing which constitutes,  and

      no  condition  exists  which  upon the  consummation  of the  transaction

      contemplated  hereby would  constitute,  a Default or an Event of Default

      under the Credit  Agreement  as amended  hereby which has not been waived

      and consented to hereby.



      10.  Entire  Agreement.  This  Amendment  No.  1 sets  forth  the  entire
           -----------------
understanding  and  agreement of the parties  hereto in relation to the subject

matter hereof and supersedes any prior  negotiations  and agreements  among the

parties   relative   to   such   subject   matter.   No   promise,   condition,

representation  or  warranty,  express or  implied,  not herein set forth shall

bind any party  hereto,  and not one of them has  relied  on any such  promise,


                                       5
================================================================================
6


condition,   representation   or   warranty.   Each  of  the   parties   hereto

acknowledges  that,  except  as in this  Amendment  No. 1  otherwise  expressly

stated,  no  representations,  warranties or  commitments,  express or implied,

have been made by any party to the other.  None of the terms or  conditions  of

this  Amendment No. 1 may be changed,  modified,  waived or canceled  orally or

otherwise, except as provided in the Credit Agreement.



      11.  Full Force and Effect of  Agreement.  Except as hereby  specifically
           ------------------------------------
amended,  modified, waived or supplemented,  the Credit Agreement and all other

Loan  Documents  are hereby  confirmed  and  ratified in all respects and shall

remain in full force and effect according to their respective terms.




      12.  Conditions  Precedent.  The  effectiveness  of this  Amendment No. 1
           ----------------------
shall be subject to the conditions precedent that:



           (a)  the Administrative  Agent shall have received twelve (12) fully

      executed originals of this Amendment No. 1;




           (b)  the Administrative  Agent and the Lenders shall have received a

      Borrowing Base Certificate dated as of November 30, 2001; and



           (c)  the Borrower  shall have paid to the  Administrative  Agent for

      the benefit of each Lender that  approves and consents to this  Amendment

      No. 1 an amendment fee equal to .25% of such Lender's Commitment.



      13.  Counterparts.  This  Amendment  No. 1 may be  executed in any number
           ------------
of  counterparts,  each of which  shall be deemed an  original  as against  any

party  whose  signature  appears  thereon,  and  all of  which  shall  together

constitute one and the same instrument.



      14.  Governing  Law.  This  Amendment  No.  1 shall  in all  respects  be
           --------------
governed by the laws and judicial decisions of the State of New York.




      15.  Enforceability.  Should  any one or more of the  provisions  of this
           --------------
Amendment  No. 1 be  determined  to be  illegal or  unenforceable  as to one or

more of the parties  hereto,  all other  provisions  nevertheless  shall remain

effective and binding on the parties hereto.



      16.  Successors  and Assigns.  This Amendment No. 1 shall be binding upon
           -----------------------
and  inure  to the  benefit  of  each  of the  Borrower,  the  Lenders  and the

Administrative  Agent  and  their  respective  successors,  assigns  and  legal

representatives;  provided,  however,  that the  Borrower,  without  the  prior
                  --------
consent  of all the  Lenders,  may not  assign any  rights,  powers,  duties or

obligations hereunder.



      17.  Consent of  Guarantors.  Each of the Guarantors by its execution and
           -----------------------
delivery  hereof  (i)  consents  and  agrees  to the  amendments  to  the  Loan

Documents  set forth herein and (ii)  reaffirms  its  obligations  set forth in

the ATSC Guaranty or the Subsidiary  Guaranty,  as  applicable,  and each other

Loan Document to which it is a party.



                           [Signature pages follow]

                                       6
================================================================================






      IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment No. 1
      -------------------
to be duly executed by their duly  authorized  officers,  all as of the day and

year first above written.



                          ANNTAYLOR, INC., AS BORROWER
                          ---------------
                          By:       /s/ James Smith
                               ------------------------
                          Name:     James M. Smith

                          Title: Senior Vice President-Chief Financial Officer




                          ANNTAYLOR DISTRIBUTION SERVICES, INC.
                          -------------------------------------
                          ANNTAYLOR RETAIL, INC.
                          ----------------------
                          ANNCO, INC.
                          -----------

                          By:       /s/ James Smith
                                -----------------------------------
                          Name:          James M. Smith
                                -----------------------------------
                          Title:     Senior Vice President
                                 -----------------------------------



                          ANNTAYLOR STORES CORPORATION
                          -------------------------------------
                          By:       /s/ James Smith
                                ----------------------------------
                          Name:          James M. Smith
                                ----------------------------------
                          Title:          Senior Vice President
                                ----------------------------------




                             Signature Page 1 of 3
================================================================================



                          BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
                          ---------------------
                          By:    /s/ T. H. Spanos
                                 ----------------------------
                          Name:  Timothy H. Spanos

                          Title:  Managing Director




                          BANK OF AMERICA, N.A., AS A LENDER
                          ---------------------
                          By:    /s/ T. H. Spanos
                                 ----------------------------
                          Name:  Timothy H. Spanos

                          Title:  Managing Director




                          JPMORGAN CHASE BANK
                          --------------------
                          (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK)

                          By:  /s/ Joseph F. Abruzzo
                               ----------------------------
                          Name:    Joseph  F. Abruzzo

                          Title:   Senior Vice President





                          FIRST UNION NATIONAL BANK
                          --------------------------
                          By:  /s/ Susan T. Vitale
                               ---------------------
                          Name:    Susan T. Vitale

                          Title:    Assistant Vice President




                          FLEET NATIONAL BANK
                          --------------------
                          By:  /s/ Thomas J. Bullard
                               ----------------------
                          Name:     Thomas J. Bullard

                          Title:    Director




                          THE CIT GROUP/BUSINESS CREDIT, INC.
                          -----------------------------------
                          By:  /s/ Steven Schuit
                               -----------------
                          Name:    Steven Schuit

                          Title:    Vice President




Signature Page 2 of 3
================================================================================



                          FIRSTAR BANK, N.A.
                          --------------------
                          By:  /s/ Thomas L. Bayer

                          Name:    Thomas L. Bayer

                          Title:    Vice President




                          TRANSAMERICA BUSINESS CAPITAL
                          -----------------------------
                          CORPORATION
                          -----------
                          By:  /s/ Stephen Goetschius
                               ----------------------
                          Name:    Stephen Goetschius

                          Title:   Senior Vice President




                          BANK LEUMI USA
                          ---------------
                          By:  /s/ John Koenigsberg
                               --------------------
                          Name:    John Koenigsberg

                          Title:   First Vice President




                          By:  /s/ Phyllis Rosenfeld
                               -----------------------
                          Name:    Phyllis Rosenfeld

                          Title:   Vice President






                          FIFTH THIRD BANK
                          ------------------
                          By:  /s/ Ann Pierson
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                          Name:    Ann Pierson

                          Title:   Corporate Banking Officer





                             Signature Page 3 of 3

EX-99

                                                                    EXHIBIT 99.1


                                       ANNTAYLOR
                                       ---------
                                       142 WEST 57TH STREET NEW YORK, NY  10019




  ANN TAYLOR ANNOUNCES DECEMBER SALES RESULTS AND A $17 MILLION PRE-TAX CHARGE
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New York, New York,  January 10, 2002 - AnnTaylor Stores Corporation (NYSE: ANN)
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today  announced  sales for the five weeks ended January 5, 2002,  increased 7.7

percent to $167,094,000  from $155,224,000 for the five weeks ended December 30,

2000.



Comparable  store sales decreased 2.4 percent for the fiscal month compared with

a comparable  store sales decrease of 0.3 percent for the same five-week  period

last year.  By division,  comparable  store sales for fiscal  December 2001 were

down 5.2  percent  for the Ann Taylor  division  and up 5.3  percent for the new

concept Ann Taylor Loft division.



Due to the early  Thanksgiving  holiday  this year versus  last,  the Company is

providing  December and nine weeks ended January 5, 2002 comparable  store sales

on a shifted calendar basis.  Comparable store sales on a shifted calendar basis

for the month of December increased 6.6 percent, while comparable store sales on

a shifted  calendar  basis for the nine-week  period  increased 2.9 percent.  By

division, shifted calendar comparable store sales for the month of December were

up 4.7  percent  for the Ann Taylor  division  and up 12.3  percent  for the new

concept Ann Taylor Loft division. By division, shifted calendar comparable store

sales for the nine week period ended January 5, 2002 were up 0.3 percent for the

Ann Taylor  division  and up 10.3  percent  for the new  concept Ann Taylor Loft

division.



Ann Taylor  Chairman J. Patrick  Spainhour  said,  "Although we are pleased with

December's  better than  expected  comparable  store sales  results,  the fourth

quarter  environment  continues to prove to be extremely  promotional.  However,

early sales results on January  transitional  product,  which  accounts for less

than  10  percent  of  the  current  month's  in-store   inventory,   have  been

satisfactory.  Due to the  ongoing  aggressive  promotional  environment  of the

quarter that is resulting in reduced margin opportunity, we still continue to be

comfortable with fourth quarter earnings  guidance in the range of $0.25 - $0.30

per share on a diluted basis excluding the charge described below."



Inventory levels at the end of December were down  approximately 10 percent on a

per square foot basis, compared to the prior year. This follows an approximate 9

percent  decrease in inventory  levels on a per square foot basis, at the end of

November 2001,  compared to the prior year. Both comparisons  exclude  inventory

attributable to Ann Taylor Global Sourcing.



From a  national  perspective,  the  Company  continues  to be  most  negatively

impacted in downtown  and tourist  locations.  For fiscal  December,  comparable

store  sales in  downtown  and  tourist  locations  decreased  approximately  14

percent,  following an 11 percent decrease in these same locations for November.

Geographically,  the  results in the West and South  regions  continue to lag in

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comparison to the rest of the country.  This  performance was consistent  across

both the Ann Taylor and Ann Taylor Loft divisions.



The Company did not open or close any stores  during  December.  The total store

count at month end was 342 Ann Taylor stores, 168 Ann Taylor Loft stores, 18 Ann

Taylor Loft Outlet stores and 13 Ann Taylor Factory  stores.  Total store square

footage at the end of the month increased 13.9 percent over the year before.



Year-to-date  sales of  $1,214,536,000  for the 48 weeks  ended  January 5, 2002

represent  an increase of 5.6 percent  over sales of  $1,149,795,000  for the 48

weeks ended  December 30, 2000.  The Company's  year-to-date  comparable  stores

sales  decreased  7.3 percent over the same period last year.  Comparable  store

sales by division for the fiscal  year-to-date period were down 10.2 percent for

Ann Taylor and up 3.4 percent for new concept Ann Taylor Loft.



AnnTaylor  Stores  Corporation also announced today a pre-tax charge to earnings

in the fourth  quarter of 2001 of  approximately  $17 million or an earnings per

share impact of $0.33.  This charge is comprised of approximately $7 million for

the writedown of certain assets  associated  with  AnnTaylor.com,  approximately

$3.3 million for the  settlement of a class action  lawsuit,  as well as charges

related  to  the  discontinuation  of  the  Ann  Taylor  Cosmetics  line,  costs

associated with canceling  certain Fall 2001 and Spring 2002 merchandise  orders

and severance  costs  associated  with reductions made in Ann Taylor's store and

home office workforce.  Going forward, the projected annual pre-tax savings will

be approximately $3.5 million or $0.06 per share on a diluted basis.




The $7 million  write-off  associated with the Company's Online Store, was based

upon projected cash flows,  which were not deemed  adequate to support the value

of the assets associated with this ongoing business.  The Online Store failed to

achieve the sales volume that it was expected to perform  prior to its launch in

November of 2000.



The Company has reached an  agreement  in  principle  to settle the class action

lawsuit pending in the United States District Court for the Southern District of

New York against the Company,  its  wholly-owned  subsidiary  and certain former

officers and directors,  alleging that the defendants  made false and misleading

statements  about the Company and its  subsidiary  from February 3, 1994 through

May 4,  1995.  The net  cost to the  Company,  after  application  of  insurance

proceeds, will be approximately $3.3 million. The decision to settle this action

was not an admission of any  wrong-doing,  but reflected the  significant  legal

fees,  other  expenses  and  management  time that  would  have to be devoted to

continue to vigorously  defend it in the courts.  Finalization of the settlement

is subject to Court approval.



In  addition,  Ann Taylor  announced it has reached an agreement in principle to

sell its proprietary credit card portfolio. The sale is subject to entering into

a definitive  agreement  and  receiving  all  necessary  approvals and consents.


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Depending  on the level of  receivables  as of the  signing  date,  the  Company

expects to receive cash of approximately  $55 million upon the completion of the

sale.  The  Company  anticipates  that the sale of the  proprietary  credit card

portfolio  will provide the means for strategic  growth of the Ann Taylor credit

card.



The Company also  announced  today an  amendment  to its  existing  $175 million

credit facility primarily consisting of revisions to its financial covenants and

specifically excludes the pre-tax charge from covenant calculations.




Ann  Taylor  is  one of  the  country's  leading  women's  specialty  retailers,

operating 541 stores in 42 states, the District of Columbia and Puerto Rico, and

also an Online Store at www.anntaylor.com.
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FORWARD-LOOKING STATEMENTS

Certain  statements in this press release are  forward-looking  statements  made
pursuant to the safe harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995. The  forward-looking  statements may use the words "expect",
"anticipate",  "plan", "intend",  "project",  "believe" and similar expressions.
These  forward-looking  statements  reflect the Company's  current  expectations
concerning  future events and actual results may differ  materially from current
expectations  or historical  results.  Any such  forward-looking  statements are
subject to various risks and uncertainties,  including failure by the Company to
predict  accurately  customer  fashion  preferences;  decline  in the demand for
merchandise offered by the Company; competitive influences; changes in levels of
store traffic or consumer spending habits;  effectiveness of the Company's brand
awareness and marketing programs;  lack of sufficient customer acceptance of the
Ann Taylor Loft concept in the  upper-moderate-priced  women's  apparel  market;
general economic conditions or a downturn in the retail industry;  the inability
of the Company to locate new store sites or negotiate  favorable lease terms for
additional  stores or for the expansion of existing  stores;  lack of sufficient
consumer  interest in the Company's  Online Store;  a significant  change in the
regulatory  environment applicable to the Company's business; an increase in the
rate  of  import   duties  or  export  quotas  with  respect  to  the  Company's
merchandise; financial or political instability in any of the countries in which
the  Company's  goods are  manufactured;  acts of war or terrorism in the United
States or worldwide; and other factors set fourth in the Company's Form 10-K and
all filings with the SEC made by the Company  after the filing of the Form 10-K.
The  Company   does  not  assume  any   obligation   to  update  or  revise  any
forward-looking statements at any time for any reason.

Contact:        Investor Relations:
                -------------------

                Barry Erdos
                Chief Operating Officer
                (212) 541-3318


                Doreeen D. Riely
                Director, Investor Relations
                (212) 541-3484


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