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 23, 2003

                         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 January 23, 2003.  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 January 23, 2003.



                                  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:  January 23, 2003                        Senior Vice President,
                                               General Counsel and Secretary


                                           ANNTAYLOR, INC.

                                           By: /s/Barbara K. Eisenberg
                                               ---------------------------
                                                  Barbara K. Eisenberg
Date:  January 23, 2003                           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 January 23, 2003.



                                    Page 3

EX-99

                                                                   EXHIBIT 99.1


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

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


          KIM ROY RESIGNS AS PRESIDENT OF ANN TAYLOR STORES DIVISION
          ----------------------------------------------------------

  --COMPANY REAFFIRMS EARNINGS GUIDANCE FOR FOURTH QUARTER AND FULL YEAR 2002--



New York,  New York,  January 23, 2003 - Ann Taylor Stores  Corporation  (NYSE:
- --------------------------------------
ANN)  announced  today  that Kim Roy,  President  of its Ann  Taylor  division,

resigned  from the Company for personal  reasons,  effective  immediately.  Ms.

Roy  joined  Ann  Taylor  in May 2001.  The  Company  has begun a search  for a

permanent successor to Ms. Roy.



Ann Taylor  Chairman J.  Patrick  Spainhour  said,  "On behalf of the Board,  I

would  like to  thank  Kim for  her  service  as  President  of the Ann  Taylor

division.  Kim did much to  reassert  within our Ann Taylor  division a renewed

focus on our  brand's  core  attributes  and  competencies  in  classic  career

apparel and polished  casual apparel and  accessories.  We wish her well as she

pursues new projects and interests.  Until a replacement  is found,  Ann Taylor

division merchandising and design will report directly to me."



      Separately,  Ann Taylor  Stores  reaffirmed  its current  fourth  quarter

earnings  per  share  guidance  in the  range of $0.32 - $0.33,  and full  year

earnings per share guidance in the range of $1.69 - $1.70.



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

operating  585 stores in 42 states,  the  District of Columbia and Puerto Rico,

and also an Online Store at http://www.anntaylor.com.



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;  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 forth 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 Riely
   Director of Investor Relations
   (212) 541-3484