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):     August 14, 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.

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


ITEM 5.    OTHER EVENTS AND REGULATION FD DISCLOSURE.
- -------    ------------------------------------------

       AnnTaylor Stores Corporation (the "Company") issued a Press Release,
dated August 14, 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.
- -------   ----------------------------------

          (a)    Not applicable.

          (b)    Not applicable.

          (c)    Exhibits.

                 99.1   Press Release issued by the Company on August 14, 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
Date:  August 15, 2002                       ---------------------------
                                                  Barbara K. Eisenberg
                                                  Senior Vice President,
                                                  General Counsel and Secretary

                                         ANNTAYLOR, INC.

                                         By: /s/  Barbara K. Eisenberg
Date:  August 15, 2002                       ---------------------------
                                                  Barbara K. Eisenberg
                                                  Senior Vice President,
                                                  General Counsel and Secretary


                                    Page 2

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3

                                 EXHIBIT INDEX
                                 -------------


Exhibit No.                          Description
- ------------           ------------------------------------------------------
   99.1                Press Release issued by the Company on August 14, 2002.


                                    Page 3

EX-99

                                       ANNTAYLOR
                                       NEWS RELEASE
                                       142 WEST 57TH STREET NEW YORK, N.Y. 10019


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


        ANN TAYLOR ANNOUNCES FISCAL YEAR 2002 SECOND QUARTER
        ----------------------------------------------------
          EARNINGS, MOST PROFITABLE SECOND QUARTER TO DATE
          ------------------------------------------------
             AND $50 MILLION SECURITIES BUY-BACK PROGRAM
             -------------------------------------------


      NEW  YORK,  NEW  YORK,  August  14,  2002  -  AnnTaylor  Stores
Corporation  (NYSE:  ANN)  announced  today net income for the second
quarter  ended August 3, 2002 of  $18,202,000,  or $0.39 per share on
a diluted basis (on an average of 48.5 million  shares  outstanding),
compared  to net  income  of  $6,399,000,  or  $0.15  per  share on a
diluted  basis (on an average of 43.9  million  shares  outstanding),
in the second  quarter of fiscal  2001.  Fiscal 2001  second  quarter
earnings  per share and shares  outstanding  have been  restated  for
the effect of the  3-for-2  stock  split that  occurred  in May 2002.
There was no goodwill  amortization  recorded  in the second  quarter
of  fiscal  2002,   in   accordance   with   Statement  of  Financial
Accounting   Standards   ("SFAS")   No.  142   "Goodwill   and  Other
Intangible  Assets",  which the  Company  adopted in  February  2002.
Excluding the  amortization  of goodwill,  second quarter fiscal 2001
net income and earnings per share on a diluted  basis  (restated  for
the effect of the 2002 stock  split)  would have been  $8,961,000  or
$0.20 per share on a diluted basis.

      As previously reported,  total net sales for the second quarter
of  fiscal  2002  increased  10.6  percent  to   $343,143,000,   from
$310,292,000  in  the  second  quarter  of  fiscal  2001.  Comparable
store  sales for the second  quarter  of fiscal  2002  decreased  0.2
percent,  compared  to a  comparable  store  sales  decrease  of 12.9
percent  in the  second  quarter  of fiscal  2001.  Comparable  store
sales  by  division  for  the  quarter  were up 0.3  percent  for Ann
Taylor  stores,  compared to a 17.2  percent  decrease  last year and
down 1.5  percent  for Ann  Taylor  Loft  stores,  compared  to a 1.5
percent increase last year.

      Ann Taylor  Chairman J.  Patrick  Spainhour  said,  "The second
quarter of 2002 was our most  profitable  second  quarter to date and
follows our most  profitable  first quarter in history.  Gross margin
on both full price and  non-full  price  sales was strong  throughout
the  season  at  both  of  our   retail   concepts,   exceeding   our
expectations."

      Mr.  Spainhour  continued,  "Based on stronger gross margin run
rates in the first  half of the year,  last week we raised  our third
quarter  earnings  per  share  guidance  to a range  of $0.50 - $0.51
from a range  of  $0.45  -  $0.46.  Comparable  sales  for the  third
quarter are expected to be in the mid-single  digits  positive range,
with  August  projected  to be  low-single  digits  negative to flat,
September  projected  to be  high  mid-single  digits  positive,  and
October  projected to be low-single  digits positive.  For the fourth
quarter  we  remain  comfortable  with  current  earnings  per  share
guidance  in the range of $0.32 - $0.33.  Comparable  sales  guidance
for the  fourth  quarter  is flat to last  year.  Full year  earnings
per share guidance is now in the range of $1.66 - $1.68."

      Inventory  levels at the end of the  second  quarter  were down
approximately  25 percent on a per square  foot  basis,  compared  to
the prior year. This comparison  excludes  inventory  attributable to
Ann  Taylor  Global   Sourcing.   Inventory  levels  for  the  second


================================================================================
2
                                                                   ANNTAYLOR   2

quarter  were  lower than  anticipated  due to an  increase  in sales
volume  and the  receipt  of some fall  product  in  August  that was
expected  to be  received  in July.  The  Company  expects  inventory
levels  will be down 10 - 15 percent  for the full year,  compared to
last year.

      Gross margin,  as a percentage  of net sales  increased to 52.8
percent  in the  second  quarter  of fiscal  2002,  compared  to 49.0
percent  in the  second  quarter  of fiscal  2001.  The  increase  in
gross  margin  as a  percentage  of net  sales  is  primarily  due to
higher  margin rates  achieved on both full price and non-full  price
sales at both divisions.

      Selling,  general and administrative expenses during the second
quarter  of fiscal  2002 as a  percentage  of net sales  were flat to
last year, at  $150,425,000,  or 43.8 percent of net sales,  compared
to  $135,833,000,  or  43.8  percent  of net  sales,  in  the  second
quarter  of  fiscal   2001.   Efficiencies   in  Ann   Taylor   store
operations,  lower  internet costs and reduced  marketing  spend were
offset by an increase in the  provision  for  management  performance
bonus.

      Operating  profit  was 9.0  percent  of net sales in the second
quarter  of fiscal  2002,  compared  to 5.2  percent  (excluding  the
amortization of goodwill) in the second quarter of last year.

      During  the  quarter,  the  Company  opened  one new Ann Taylor
store and three new Ann Taylor  Loft  stores.  The total  store count
at the end of the second  quarter of fiscal  2002 was 555,  comprised
of 344 Ann Taylor  stores,  183 Ann Taylor  Loft  stores,  and 28 Ann
Taylor  Factory  stores.  For the remaining  fiscal year, the Company
plans  to  open  approximately  five  Ann  Taylor  stores  and 23 Ann
Taylor   Loft  stores   bringing   the  fiscal  2002  year  total  to
approximately 45 store openings.

      Total store square footage  increased to 3,152,000  square feet
as of August 3, 2002  from  2,838,000  square  feet at the end of the
second quarter of fiscal 2001.

      Total  long-term  debt at August 3, 2002 was  $119,951,000.  At
the end of the  quarter,  the Company had no  borrowings  outstanding
under its $175,000,000 credit facility.

      For the full Spring season (fiscal  year-to-date  period ending
August 3, 2002), the Company's net income was  $39,124,000,  or $0.84
per share on a diluted  basis (on an average of 48.4  million  shares
outstanding),  compared  to net  income of  $17,343,000  or $0.40 per
share on a  diluted  basis  (on an  average  of 47.2  million  shares
outstanding),   for  the  same  period  last  year.   Excluding   the
amortization  of  goodwill,  Spring 2001 net income and  earnings per
share on a diluted  basis  would  have been  $22,665,000  and  $0.51,
respectively.  All fiscal 2001 Spring  season  earnings per share and
shares  outstanding  have been restated for the effect of the 3-for-2
stock split that occurred in May 2002.

      Spring 2002 net sales  totaled  $688,535,000,  up 11.5  percent
from   $617,382,000  in  Spring  2001,  and  comparable  store  sales
decreased  0.1  percent in Spring  2002  compared  to the same season
last  year.  Gross  margin  as a  percent  of net  sales for the 2002
Spring  season was 53.4  percent,  compared to 50.5 percent in Spring
2001.  The increase in gross  margin as a percentage  of net sales is

================================================================================
3
                                                                   ANNTAYLOR   3


primarily  due to higher  margin  rates  achieved  on both full price
and  non-full  price sales at both  divisions.  Selling,  general and
administrative  expenses  as a  percentage  of total  sales were 43.8
percent in Spring  2002,  compared  to 44.0  percent in Spring  2001.
The  decrease in selling,  general and  administrative  expenses as a
percentage  of net sales in Spring  2002  compared to Spring 2001 was
primarily  the  result of  efficiencies  gained in Ann  Taylor  store
operations  and  lower  internet  costs,   partially   offset  by  an
increase in the provision for management performance bonus.

      The Company  also  announced  today that its Board of Directors
authorized a $50 million securities  repurchase  program.  Under this
program,  purchases  of shares of the  Company's  Common Stock and/or
its  Convertible  Debentures due 2019 will be made from time to time,
subject  to  market  conditions  and  at  prevailing  market  prices,
through   open   market   purchases   or  in   privately   negotiated
transactions.  The repurchase  program is subject to compliance  with
the Company's credit  agreement.  Repurchased  shares of Common Stock
will become  treasury  shares and may be used for  general  corporate
and other purposes and  repurchased  Convertible  Debentures  will be
cancelled.

      Additionally,  Ann Taylor Chairman and Chief Executive  Officer
J. Patrick  Spainhour  and Ann Taylor Chief  Financial  Officer James
Smith  signed and filed  sworn  statements  with the U.S.  Securities
and Exchange  Commission  (SEC) affirming the accuracy of SEC filings
made by the Company in 2002.  The documents  for which  Spainhour and
Smith  signed  include Ann  Taylor's  10-K for 2001,  its 10-Q report
for the first quarter of 2002, and its 2002 proxy statement.

      The Company also  announced  two executive  appointments.  Mark
Eisen,  who for 14 years  headed his own,  highly  successful  design
business,  will be joining the Company as Senior  Vice  President  of
Design for the Ann Taylor  division,  effective  August 19, 2002.  In
his new position  Mr. Eisen will report to Kim Roy,  President of the
Ann  Taylor  Division.  The  Company  has  continued  to  refine  the
design  and  merchandising  staff  at the  Ann  Taylor  division.  In
addition,  Bud Wagner,  formly of Cap  Gemini/Ernst & Young,  will be
joining  the  Company  as  Senior  Vice   President  of   Information
Systems,  effective  September  9, 2002.  Mr.  Wagner  will report to
Barry Erdos, Chief Operating Officer of Ann Taylor.

      Kim Roy,  President of the Ann Taylor  Division  said,  "We are
very  happy to have Mark  Eisen  join the Ann  Taylor  Team.  He will
work with me to ensure that our collection  has a  consistently  high
quality in keeping with our clients' expectations."

      Mr.   Wagner   brings  with  him  25  years  of  experience  in
information   technology  and  management   consulting  and  will  be
replacing   retiring  Wolly  Morin.   Barry  Erdos,  Chief  Operating
Officer  of  Ann  Taylor  said,  "Bud's  wealth  of  knowledge  about
information    systems,    technology    investments,    distribution
initiatives,  sourcing systems and telecommunications  solutions make
him  a  welcome   addition  to  our  team.   We  extend  our  sincere
appreciation  to Wolly for all of the  significant  contributions  he
has made during his tenure at Ann Taylor."

      Ann Taylor is one of the country's  leading  women's  specialty
retailers,  operating  555  stores  in 42  states,  the  District  of
Columbia   and   Puerto   Rico,   and   also  an   Online   Store  at
www.anntaylor.com as of August 3, 2002.

================================================================================
4

                                                                   ANNTAYLOR   4



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;  work  stoppages,
slowdowns or strikes;  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.



                      - - - Tables Follow - - -


                                . . .

          Contact:

          Barry Erdos
          Chief Operating Officer
          (212) 541-3318


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


================================================================================
5

                                                                   ANNTAYLOR   5

                    ANNTAYLOR STORES CORPORATION
                    ----------------------------
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           -----------------------------------------------
 FOR THE QUARTERS AND SIX MONTHS ENDED AUGUST 3, 2002 AND AUGUST 4, 2001
                             (UNAUDITED)

                                      QUARTERS ENDED         SIX MONTHS ENDED
                                 -----------------------   ---------------------
                                  AUGUST 3,    AUGUST 4,   AUGUST 3,   AUGUST 4,
                                    2002         2001         2002        2001
                                  -------      -------      -------      -------
                                     (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Net sales ..................   $  343,143   $  310,292   $  688,535   $  617,382
Cost of sales ..............      161,965      158,289      320,794      305,727
                                  -------      -------      -------      -------

Gross profit ...............      181,178      152,003      367,741      311,655
Selling, general and
 administrative expenses ...      150,425      135,833      301,506      271,551
Amortization of goodwill ...          ---        2,760          ---        5,520
                                  -------      -------      -------      -------
Operating income ...........       30,753       13,410       66,235       34,584
Interest income ............          913          523        1,429          858
Interest expense ...........        1,826        1,719        3,525        3,499
                                  -------      -------      -------      -------
Income before income taxes .       29,840       12,214       64,139       31,943
Income tax provision .......       11,638        5,815       25,015       14,600
                                  -------      -------      -------      -------
    Net income .............   $   18,202   $    6,399   $   39,124   $   17,343
                                  =======      =======      =======      =======
Basic earnings per share
  of common stock (1) ......   $     0.41   $     0.15   $     0.89   $     0.40
                  ---
Weighted average shares
  outstanding (1) ..........       44,311       43,347       44,145       43,236
              ---
Diluted earnings per share
   of common stock (1) .....   $     0.39   $     0.15   $     0.84   $     0.40
                   ---
Weighted average shares
  outstanding, assuming
  dilution (1) .............       48,500       43,916       48,385       47,240
           ---
Number of stores open
  at beginning of period ...          551          488          538          478
Number of stores opened
  during period ............            4           14           17           25
Number of stores expanded
   during period * .........          ---            1          ---            5
Number of stores closed
  during period ............          ---            2          ---            3
Number of stores open
  at end of period .........          555          500          555          500
Total store square
  footage at end of period .    3,152,000    2,838,000

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


(1) Fiscal 2001 earnings per share and shares outstanding have been restated
- --- for the effect of the May 2002 3-for-2 stock split.

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

                                                                   ANNTAYLOR   6


                    ANNTAYLOR STORES CORPORATION
                    ----------------------------
                CONDENSED CONSOLIDATED BALANCE SHEETS
                -------------------------------------
                 AUGUST 3, 2002 AND FEBRUARY 2, 2002
                             (UNAUDITED)

                                                        AUGUST 3,    FEBRUARY 2,
                                                           2002          2002
                                                         ---------     ---------
                          ASSETS                             (IN THOUSANDS)
Current assets
  Cash and cash equivalents ........................    $ 180,452     $  30,037
  Accounts receivable, net .........................       11,400        65,296
  Merchandise inventories ..........................      169,455       180,117
  Prepaid expenses and other current assets ........       49,908        50,403
                                                        ---------     ---------
      Total current assets .........................      411,215       325,853
Property and equipment, net ........................      244,222       250,735
Goodwill, net ......................................      286,579       286,579
Deferred financing costs, net ......................        4,614         5,044
Other assets .......................................       14,969        14,775
                                                        ---------     ---------
      Total assets .................................    $ 961,599     $ 882,986
                                                        =========     =========

             LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable .................................    $  69,582     $  59,482
  Accrued expenses .................................       83,942        75,882
  Current portion of long-term debt ................         --           1,250
                                                        ---------     ---------
      Total current liabilities ....................      153,524       136,614

Long-term debt, net ................................      119,951       118,280
Deferred lease costs and other liabilities .........       18,742        15,963

Stockholders' equity (1)
                     ---
  Common stock, $.0068 par value; 120,000,000
      shares authorized; 48,883,809 and
      48,275,957 shares issued, respectively .......          221           219
  Additional paid-in capital .......................      499,262       484,582
  Retained earnings ................................      255,158       218,709
  Deferred compensation on restricted stock ........       (7,129)       (9,296)
                                                        ---------     ---------
                                                          747,512       694,214
      Treasury stock, at cost
         4,051,553 and 4,210,232 shares,
         respectively ..............................      (78,130)      (82,085)
                                                        ---------     ---------
      Total stockholders' equity ...................      669,382       612,129
                                                        ---------     ---------
      Total liabilities and stockholders' equity ...    $ 961,599     $ 882,986
                                                        =========     =========





(1)  February 2, 2002 share information has been restated for the
- ---  effect of the May 2002 3-for-2 stock split.