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):     November 12, 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.

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


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.
- -------     ----------------------------------

            (c)    Exhibits.

                   99.1  Press Release issued by AnnTaylor Stores Corporation
                         on November 12, 2003.


ITEM 12.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
- --------    ----------------------------------------------

            AnnTaylor Stores Corporation issued a Press Release, dated November
12, 2003. A copy of the Press Release is appended to this report as Exhibit 99.1
and is incorporated herein by reference.

            The information included herein and in Exhibit 99.1 is being
furnished under Item 12 and shall not be deemed to be "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor shall such information be deemed incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of the general incorporation language of such filing, except as
shall be expressly set forth by specific reference in such filing.

================================================================================
3


                                   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:  November 12, 2003                          Senior Vice President,
                                                  General Counsel and Secretary


                                          ANNTAYLOR, INC.

                                          By: /s/ Barbara K. Eisenberg
                                              ------------------------------
                                                  Barbara K. Eisenberg
Date:  November 12, 2003                          Senior Vice President,
                                                  General Counsel and Secretary

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

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


Exhibit No.                          Description
- -----------   ----------------------------------------------------------------
   99.1       Press Release issued by AnnTaylor Stores Corporation on November
              12, 2003.

EX-99

                                                                    Exhibit 99.1

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

            ANN TAYLOR ANNOUNCES RECORD FISCAL YEAR 2003
            --------------------------------------------
                THIRD QUARTER NET INCOME AND EARNINGS
                -------------------------------------



      NEW YORK, NEW YORK, November 12, 2003 - Ann Taylor Stores Corporation

(NYSE: ANN) announced today record net income for the third quarter ended

November 1, 2003 of $30,305,000, or $0.63 per share on a diluted basis (on an

average of 49.3 million shares outstanding), compared to net income of

$24,911,000, or $0.53 per share on a diluted basis (on an average of 48.4

million shares outstanding), in the third quarter of fiscal 2002.



      As previously reported, total net sales for the third quarter of fiscal

2003 increased 16.6 percent to $396,807,000, from $340,218,000 in the third

quarter of fiscal 2002. By division, net sales were $207,077,000 for Ann Taylor

and $157,023,000 for Ann Taylor Loft. Comparable store sales for the third

quarter of fiscal 2003 increased 6.2 percent, compared to a comparable store

sales decrease of 1.1 percent for the third quarter of fiscal 2002. Comparable

store sales by division for the quarter were up 1.9 percent for Ann Taylor,

compared to a 2.9 percent decrease last year, and up 13.4 percent for Ann Taylor

Loft, compared to a 1.7 percent increase last year.



      Ann Taylor Chairman J. Patrick Spainhour said, "Ann Taylor Loft's

outstanding third quarter performance is a full-price story fueled by momentum

coming out of the second quarter. Loft's excellent performance was driven by

exciting fashion, great color, and novelty product across all categories. At Ann

Taylor, our positive third quarter comparable store sales results were driven by

fall selling in our separates, woven tops, and outerwear categories. We

anticipate that our holiday product and marketing initiatives will fuel positive

fourth quarter sales results at both divisions."



      Mr. Spainhour continued, "For the fourth quarter we remain comfortable

with current earnings per share guidance in the range of $0.41 - $0.43. We

expect November, December and January, comparable store sales to be in the range

of positive 5 to positive 7 percent for both divisions."



      Total inventory levels at the end of the third quarter, including

inventory attributable to Ann Taylor Global Sourcing, were flat on a per square

foot basis compared to last year. By division, inventory levels on a per square

foot basis were up approximately 7 percent at Ann Taylor and down approximately

4 percent at Ann Taylor Loft. Inventory levels at Ann Taylor were up due to

higher in-transit inventory, while at Ann Taylor Loft, better product

sell-through was responsible for the lower inventory levels. The Company

continues to expect total inventory levels on a per square foot basis to be flat

to last year for the remainder of the fiscal year.



      Gross margin as a percentage of net sales for the third quarter of fiscal

2003 was flat to last year at 57.7 percent.


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


      Selling, general and administrative expenses during the third quarter of

fiscal 2003 were $177,356,000, or 44.7 percent of net sales, compared to

$154,906,000, or 45.5 percent of net sales for the same period last year. The

decrease in selling, general and administrative expenses as a percentage of net

sales was due to increased leverage on tenancy and other fixed expenses

resulting from positive comparable store sales.



      Operating profit was 13 percent of net sales in the third quarter of

fiscal 2003, compared to 12.2 percent in the third quarter of last year.



      During the quarter, the Company opened five new Ann Taylor stores and 31

new Ann Taylor Loft stores. The total store count at the end of the third

quarter was 639, comprised of 355 Ann Taylor stores, 257 Ann Taylor Loft stores,

and 27 Ann Taylor Factory stores. For the remainder of fiscal 2003, the Company

plans to open two additional Ann Taylor stores and 12 additional Ann Taylor Loft

stores, bringing the total store count at the end of fiscal 2003 to 653 stores.



      Total store square footage increased 9.7 percent to 3,603,000 square feet

as of November 1, 2003, from 3,285,000 square feet at the end of the third

quarter of fiscal 2002. Total square footage by division at the end of the third

quarter was 1,841,000 square feet for Ann Taylor and 1,515,000 square feet for

Ann Taylor Loft.



      Total long-term debt at November 1, 2003 was $124,265,000. The Company had

no borrowings outstanding under its $175,000,000 credit facility at the end of

the third quarter of fiscal 2003.




      For the fiscal year-to-date period ended November 1, 2003, the Company's

net income was a record $69,410,000, or $1.48 per share on a diluted basis (on

an average of 48.4 million shares outstanding), compared to net income of

$64,035,000 or $1.37 per share on a diluted basis (on an average of 48.4 million

shares outstanding), for the same period last year.



      Fiscal year-to-date net sales totaled $1,139,031,000, up 10.7 percent from

$1,028,753,000 as of November 2, 2002. By division, net sales for the fiscal

year-to-date period were $624,441,000 for Ann Taylor and $416,954,000 for Ann

Taylor Loft. Comparable store sales for the fiscal year-to-date period increased

1.7 percent compared to a comparable store sales decrease of 0.4 percent for the

same period last year. Comparable store sales by division for the fiscal

year-to-date period were down 0.6 percent for Ann Taylor compared to a 1.6

percent decrease last year, and up 5.7 percent for Ann Taylor Loft compared to a

1.7 percent increase last year.



      Gross margin as a percent of net sales for the fiscal year-to-date period

ending November 1, 2003 was 54.5 percent, compared to 54.8 percent for the same

period last year. Selling, general and administrative expenses as a percentage

of net sales were 44.1 percent, compared to 44.4 percent for the same period in

fiscal 2002.



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

operating 639 stores in 43 states, the District of Columbia and Puerto Rico, and

also an Online Store at www.anntaylor.com as of November 1, 2003.
                        -----------------

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


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 client 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; the
potential impact of health concerns relating to severe infectious diseases,
particularly on manufacturing operations of the Company's vendors in Asia and
elsewhere; 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.



                                o o o
   Contact:

   Barry Erdos
   Chief Operating Officer
   (212) 541-3318

   Doreen Riely
   Director of Investor Relations
   (212) 541-3484


- -                          - Tables Follow - - -


================================================================================
4
                                                                     ANNTAYLOR 4


                          ANNTAYLOR STORES CORPORATION
                          ----------------------------
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           -----------------------------------------------
     FOR THE QUARTERS AND NINE MONTHS ENDED NOVEMBER 1, 2003 AND
                        NOVEMBER 2, 2002
                          (UNAUDITED)



                                                QUARTERS ENDED          NINE MONTHS ENDED
                                           -----------------------   -----------------------
                                              NOV. 1,     NOV. 2,       NOV. 1,      NOV. 2,
                                               2003        2002          2003         2002
                                           ----------   ----------   ----------   ----------
                                               (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

                                                                      
Net sales ..............................   $  396,807   $  340,218   $1,139,031   $1,028,753
Cost of sales ..........................      168,031      143,760      518,679      464,554
                                           ----------   ----------   ----------   ----------
Gross margin ...........................      228,776      196,458      620,352      564,199
Selling, general and administrative
    expenses ...........................      177,356      154,906      502,634      456,412
                                           ----------   ----------   ----------   ----------
Operating income .......................       51,420       41,552      117,718      107,787
Interest income ........................          803          923        2,268        2,352
Interest expense .......................        1,716        1,638        5,084        5,163
                                           ----------   ----------   ----------   ----------

Income before income taxes .............       50,507       40,837      114,902      104,976
Income tax provision ...................       20,202       15,926       45,492       40,941
                                           ----------   ----------   ----------   ----------

    Net income .........................   $   30,305   $   24,911   $   69,410   $   64,035
                                           ==========   ==========   ==========   ==========

Basic earnings per share of
   common stock ........................   $     0.68   $     0.56   $     1.57   $     1.45

Weighted average shares
   outstanding (000) ...................       44,697       44,328       44,255       44,206

Diluted earnings per share of
   common stock ........................   $     0.63   $     0.53   $     1.48   $     1.37

Weighted average shares outstanding,
   assuming dilution (000) .............       49,343       48,364       48,449       48,373


Number of stores open at
   beginning of period .................          603          555          584          538
Number of stores opened during period ..           36           26           57           43
Number of stores expanded during period*            1          ---            5          ---
Number of stores closed during period ..          ---            1            2            1
                                           ----------   ----------   ----------   ----------
Number of stores open at end of period .          639          580          639          580

Total store square footage at
   end of period........................    3,603,000    3,285,000


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

..
================================================================================
5
                                                                     ANNTAYLOR 5


                          ANNTAYLOR STORES CORPORATION
                          ----------------------------
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     -------------------------------------
                     NOVEMBER 1, 2003 AND FEBRUARY 1, 2003
                                   (UNAUDITED)

                                                     NOVEMBER 1,    FEBRUARY 1,
                                                        2003           2003
                                                    -----------    -----------
                       ASSETS                              (IN THOUSANDS)
Current assets:
  Cash and cash equivalents .....................   $   270,413    $   212,821
  Accounts receivable, net ......................        17,576         10,367
  Merchandise inventories .......................       227,234        185,484
  Prepaid expenses and other current assets .....        57,994         46,599
                                                    -----------    -----------
      Total current assets ......................       573,217        455,271
Property and equipment, net .....................       261,424        247,115
Goodwill, net ...................................       286,579        286,579
Deferred financing costs, net ...................         3,506          4,170
Other assets ....................................        14,812         17,691
                                                    -----------    -----------
      Total assets ..............................   $ 1,139,538    $ 1,010,826
                                                    ===========    ===========

        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable ..............................   $    79,544    $    57,058
  Accrued expenses ..............................       112,859         94,137
                                                    -----------    -----------
      Total current liabilities .................       192,403        151,195

Long-term debt, net .............................       124,265        121,652
Deferred lease costs and other liabilities.......        30,128         23,561

Stockholders' equity:
  Common stock, $.0068 par value;
      120,000,000 shares authorized;
      49,347,471 and 48,932,860
      shares issued, respectively ...............           336            332
  Additional paid-in capital ....................       511,767        500,061
  Retained earnings .............................       362,804        296,113
  Deferred compensation on restricted stock .....        (4,249)        (3,968)
                                                    -----------    -----------
                                                        870,658        792,538
      Treasury stock, at cost
         4,235,176 and 4,050,972
         shares, respectively ...................       (77,916)       (78,120)
                                                    -----------    -----------
      Total stockholders' equity ................       792,742        714,418
                                                    -----------    -----------
      Total liabilities and stockholders' equity.   $ 1,139,538    $ 1,010,826
                                                    ===========    ===========