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):     April 11, 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 Registrant's 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 Registrant's 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.

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ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

       AnnTaylor Stores Corporation (the "Company") issued a Press Release,
dated April 11, 2002.  A copy of the Press Release is appended to this report
as Exhibit 99.1 and is incorporated herein by reference.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

   (c)    Exhibits.

          99.1   Press Release issued by the Company on April 11, 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/Barbara K. Eisenberg
                                               --------------------------------
                                               Barbara K. Eisenberg
Date:  April 11, 2002                          Senior Vice President,
                                               General Counsel and Secretary



                                              ANNTAYLOR, INC.

                                           By: /s/Barbara K. Eisenberg
                                               --------------------------------
                                               Barbara K. Eisenberg
Date:  April 11, 2002                          Senior Vice President,
                                               General Counsel and Secretary





                                    Page 2

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                                 EXHIBIT INDEX


Exhibit No.                          Description
- ---------------------------------------------------------------------------
99.1                 Press Release issued by the Company on April 11, 2002.




                                    Page 3

EX-99

                                                                    EXHIBIT 99.1


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


FOR IMMEDIATE RELEASE
- ---------------------

                   ANN TAYLOR ANNOUNCES MARCH SALES RESULTS
                   ----------------------------------------
                    AND DECLARES THREE FOR TWO STOCK SPLIT
                    --------------------------------------

      New  York,  New York,  April 11,  2002 -  AnnTaylor  Stores  Corporation
      --------------------------------------
(NYSE:  ANN)  announced  today that  total net sales for the five week  period

ended April 6, 2002  increased  16.3  percent to  $138,531,000  over total net

sales of $119,113,000 for the five week period ended April 7, 2001.



        Comparable  store sales for the period  increased 3.5 percent compared

to a  comparable  store sales  decrease of 6.0 percent for the same  five-week

period last year.  By division,  comparable  store sales for fiscal March 2002

were down 0.6  percent for the Ann Taylor  division  compared to a 5.9 percent

decrease  last  year and up 17.1  percent  for the Ann  Taylor  Loft  division

compared to a 6.0 percent decrease last year.



      Ann Taylor  Chairman  J.  Patrick  Spainhour  said,  "We  continue to be

pleased  with our full price  selling  and gross  margin  rates at both of our

concepts.  Product  acceptance  at Ann Taylor stores is evident by strong full

price sales  results,  although  sales gains in our suits,  dresses and casual

categories  were  offset by a softness in tops.  We are working  hard to drive

improvements in the tops area by focusing on silhouettes in yarns,  gauges and

colors  that  wardrobe  better to our  separates.  At Ann  Taylor  Loft we are

hitting  on all  cylinders.  In  March,  every  region  and  product  category

enjoyed  positive  comparable  sales  results.  Casual and relaxed  separates,

sweaters and woven tops, footwear and accessory  performance  especially stood

out."



      Mr.  Spainhour  continued,  "While  we  expect  April  comparable  sales

results to be down  slightly due to an early Easter and our decision not to do

a company-wide POS sale at the end of April due to reduced  inventory  levels,

we expect  improved  gross margin from full price selling for the remainder of

the first quarter.  Thus, we are raising our first quarter  earnings per share

guidance  on a diluted  basis to the range of $0.60 - $0.62.  We expect  total

Company  comparable  store sales for April to be  mid-single  digit  negative,

with Ann Taylor  comparable  store sales  projected  to be high  single  digit

negative and Ann Taylor Loft  comparable  store sales projected to be flat. In

the second quarter,  we expect total Company comparable store sales results to

be flat,  with the Ann  Taylor  Loft  division  outperforming  the Ann  Taylor

division on a comparable  sales basis.  We expect a continuation  of our gross

margin  strength  during the quarter.  As a result of this margin  momentum we

are raising  second quarter  earnings  guidance to the range of $0.34 - $0.36.

Third and fourth quarter earnings  guidance remains unchanged in the range of,

$0.63 - $0.66 and $0.44 - $0.48,  respectively.  Full year  earnings  guidance

is now $2.01 - $2.12."

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                                                                       ANNTAYLOR
                                                                     Page 2 of 3


      Inventory  levels at the end of March were down  approximately 6 percent

on a per square  foot  basis,  compared  to the prior  year.  This  comparison

excludes  inventories  attributable to the Company's Sourcing division,  which

are principally finished goods in transit from factories.



      From a national perspective,  downtown and tourist locations continue to

lag in  comparison to the rest of the Company.  For fiscal  March,  comparable

store  sales  in  downtown  and  tourist   locations   were  down  3  percent.

Geographically,  the west  lagged in  comparison  to the rest of the  country.

This performance was consistent  across both the Ann Taylor and the Ann Taylor

Loft divisions.



      In  March,  the  Company  opened 1 new Ann  Taylor  store  and 1 new Ann

Taylor  Loft  store,  and plans to open an  additional  7 new Ann Taylor  Loft

stores in the  remainder  of the first  quarter  of fiscal  2002.  During  the

second  quarter of fiscal  2002,  the  Company  plans to open 1 new Ann Taylor

store  and 3 new Ann  Taylor  Loft  stores.  The  total  store  count at March

month-end was 343 Ann Taylor stores,  173 Ann Taylor Loft stores, 8 Ann Taylor

Loft Outlet stores and 20 Ann Taylor Factory stores.



      The Company also announced today that its Board of Directors  approved a

3-for-2  stock  split  of the  Company's  Common  Stock in the form of a stock

dividend.  One  additional  share of Common  Stock for every two shares  owned

will be distributed on or about May 20, 2002 to  stockholders of record at the

close of  business  on May 2,  2002.  The  stock  split  will  result  in a 50

percent  increase in the number of shares of Common  Stock  outstanding  as of

the record date, with cash being paid in lieu of fractional shares.



      Ann Taylor  Chairman J. Patrick  Spainhour said, "The stock dividend was

appropriate  in  consideration  of the  Company's  capital  position  and  the

current market price of its common stock."



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

operating  544 stores in 42 states,  the District of Columbia and Puerto Rico,

and also an Online Store at www.anntaylor.com as of April 6, 2002.
                            -----------------


                            #   #   #   #   #


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


                                       2
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                                                                       ANNTAYLOR
                                                                     Page 3 of 3

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
filings  with the SEC. The Company  does not assume any  obligation  to update
or revise any forward-looking statements at any time for any reason.

                                    #  #  #



            Contact:

            Barry Erdos
            Chief Operating Officer
            (212) 541-3318


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

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