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):     February 6, 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 February 6, 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 February 6, 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:  February 6, 2003                            Senior Vice President,
                                                   General Counsel and Secretary

                                           ANNTAYLOR, INC.
                                           ----------------
                                           By: /s/ Barbara K. Eisenberg
                                               -------------------------
                                                   Barbara K. Eisenberg
Date:  February 6, 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 February 6, 2003.



                                    Page 3

EX-99

                                                                 EXHIBIT 99.1


                                         ANNTAYLOR
                                         ---------
                                         NEWS RELEASE
                                         ------------
                                         142 West 57th St., New York, NY  10019





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


                  ANN TAYLOR ANNOUNCES JANUARY SALES RESULTS
                  ------------------------------------------
                    AND PROVIDES FISCAL YEAR 2003 GUIDANCE
                    --------------------------------------


      New York,  New York,  February  6, 2003 -  AnnTaylor  Stores  Corporation
      ---------------------------------------
(NYSE:  ANN)  announced  today  that  total net sales for the four week  period

ended  February 1, 2003  decreased 3.7 percent to  $81,903,000,  from total net

sales of $85,037,000 for the four week period ended February 2, 2002.




      Comparable  store sales for the fiscal 2002 January period decreased 10.3

percent,  compared to a  comparable  store sales  increase of 14.6  percent for

the same four week  period  last year.  By  division,  comparable  store  sales

were down 9.6 percent for Ann Taylor  compared to a 16.2 percent  increase last

year,  and down 12.2  percent for Ann Taylor Loft  compared to an 11.8  percent

increase last year.




      For the fiscal  quarter ended  February 1, 2003,  the Company's net sales

totaled  $352,213,000,  down  5.2  percent  from  $371,386,000  in  the  fourth

quarter  of fiscal  2001.  Comparable  store  sales for the  fourth  quarter of

fiscal  2002  decreased  12.3  percent,  compared to a  comparable  store sales

increase  of 2.1 percent in the fourth  quarter of fiscal  2001.  By  division,

comparable  store sales were down 14.6 percent for Ann Taylor  compared to flat

last year and down 7.1 percent  for Ann Taylor Loft  compared to an 8.1 percent

increase last year.




      Ann Taylor  Chairman  J.  Patrick  Spainhour  said,  "We expect to report

strong  earnings  performance  with  fourth  quarter  earnings  per  share on a

diluted  basis  between  $0.34 - $0.35  and full year  earnings  per share on a

diluted  basis  between  $1.71 - $1.72.  Our ability to deliver  these  results

despite a continuing soft retail  environment  reflects  excellent  controls on

operations  and costs,  inventory  management,  and our  success  selling  more

product at or near full price."




      Mr. Spainhour continued,  "Sales were affected by lower levels of traffic

stemming  from  economic  uncertainty  for the  entire  month  of  January  and

extreme cold  temperatures  throughout  the eastern and central  regions of the

country  during  the last two weeks of the  month.  Additionally,  at Loft,  we

did not  anniversary  our end of season 50 percent off already  reduced  prices

promotion in January.  In spite of the difficult  sales  climate,  we continued

to experience  gross margin  improvement in January,  with an  approximate  600

basis  point  improvement  over last  year.  In  addition,  we had a  favorable

gross  margin  pick-up at both  divisions  due to the  results of our  year-end

physical inventory."


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      "While sales throughout the year were adversely  affected by the sluggish

economic   environment   and  other  factors,   our  ability  to  maximize  the

profitability  of those  sales on our  bottom  line  contributed  to our record

2002 earnings."




      "We expect to follow a similar  formula in the coming  year.  At present,

we believe  that the  consumer  will take a very  cautious  approach to apparel

purchases.  Thus,  we will  concentrate  on providing  the customer  with 'must

have'  fashion  and  seek to sell  that  merchandise  at  full  price.  We will

continue  to manage our  expenses  and our  inventories  carefully,  and,  as a

result, hope to deliver another year of record results."




      Inventory levels at the end of January were down  approximately 9 percent

on  a  per  square  foot  basis   compared  to  last  year.   This  follows  an

approximate  15 percent  decrease  in  inventory  levels on a per  square  foot

basis  at the  end of  fiscal  December.  Both  comparisons  exclude  inventory

attributable  to Ann Taylor Global  Sourcing.  For fiscal year 2003 the Company

expects  inventory  levels to be down in the  mid-single  digit  negative range

compared to last year.




      For the 2003  Spring  season,  the Company  currently  expects to achieve

comparable  store sales flat to last year, with first quarter  comparable store

sales  projected to be in the low single  digit  negative to flat range and the

second quarter  comparable  store sales projected to be in the low single digit

positive  range.  For Fall 2003,  the Company is  projecting  comparable  store

sales in the low single digit positive range.




      In 2003, the Company projects a modest  improvement in gross margin and a

slight  decrease  in  selling,   general  and  administrative   expenses  as  a

percentage  of sales for the full  year.  For the  first  quarter  the  Company

expects  continued  improvement  in gross  margin and an  increase  in selling,

general and administrative expenses as a percentage of sales.




      The Company  plans to open  approximately  75 - 80 stores  during  fiscal

2003,  comprised of approximately  10 - 15 Ann Taylor stores and  approximately

60 - 65 Ann Taylor Loft  stores.  Total  Company  square  footage  increase for

the  fiscal  2003  year is  projected  to be  approximately  12  percent.  This

represents an  approximate 4 percent  divisional  square  footage  increase for

Ann Taylor,  and an approximate 28 percent  divisional  square footage increase

for Ann Taylor Loft.  In the first  quarter of fiscal 2003,  the Company  plans

to open 1 new Ann Taylor  store and 12 new Ann Taylor Loft  stores.  During the

second  quarter of 2003,  the Company  plans to open 1 new Ann Taylor store and

7 new Ann Taylor  Loft  stores.  Capital  expenditures  for 2003 are planned at

$85 million,  which  includes  costs for new store build outs,  existing  store

renovations and warehouse and information system initiatives.




      Based on the above financial  assumptions  and planned store growth,  the

Company  projects  earnings  per share on a diluted  basis for the 2003  fiscal

year to be between  $1.90 and $2.00.  The Company  projects  earnings per share

on a diluted  basis for the first and second  quarters  in the range of $0.45 -

$0.47  and  $0.44 - $0.46,  respectively  and in the range of $1.01 - $1.07 for

the fall season.

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      During the month of January,  the Company  opened 1 Ann Taylor Loft store

and  closed 1 Ann  Taylor  store  and 1 Ann  Taylor  Factory  store.  The total

store  count at the end of  fiscal  year  2002 was  584,  comprised  of 350 Ann

Taylor  stores,  207 Ann Taylor Loft stores and 27 Ann Taylor  Factory  stores.

Total store  square  footage  increased  8.1 percent  over the same period last

year.




      For the fiscal year 2002 ended  February 1, 2003, the Company's net sales

totaled  $1,380,966,000,  up 6.3 percent  from  $1,299,573,000  in fiscal 2001.

Comparable  store sales for fiscal  2002  decreased  3.9 percent  from the same

period last year.  Comparable  sales by division  were down 5.3 percent for Ann

Taylor, and down 1.0 percent for Ann Taylor Loft.





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

operating  584 stores in 42 states,  the  District of Columbia and Puerto Rico,

and also an Online Store at 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
   Directory of Investor Relations
   (212) 541-3484


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