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):     March 11, 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 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.
- --------------------------------------------------

       AnnTaylor Stores Corporation (the "Company") issued a Press Release,
dated March 11, 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 March 11, 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:  March 11, 2003                         Senior Vice President,
                                              General Counsel and Secretary



                                          ANNTAYLOR, INC.
                                          ---------------

                                          By: /s/ Barbara K. Eisenberg
                                              -----------------------------
                                              Barbara K. Eisenberg
Date:  March 11, 2003                         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 March 11, 2003.













                                     Page 3

EX-99

                                                                  EXHIBIT 99.1


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

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

        ANN TAYLOR ANNOUNCES 2002 FOURTH QUARTER AND FULL YEAR EARNINGS
        ---------------------------------------------------------------

      NEW YORK, NEW YORK, March 11, 2003 - AnnTaylor Stores  Corporation (NYSE:
ANN)  announced  today net income for the fourth quarter ended February 1, 2003
of  $16,123,000,  or $0.35 per share on a diluted  basis (on an average of 48.3
million shares outstanding),  compared to a net loss of $332,000,  or $0.01 per
share on a diluted  basis (on an average of 43.8 million  shares  outstanding),
in the fourth  quarter of fiscal  2001.  Fiscal 2001 fourth  quarter net income
and earnings per share  included  $17,000,000 in pre-tax  nonrecurring  charges
and $2,760,000 in goodwill  amortization.  Fiscal 2001 fourth 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.

      As previously reported,  total net sales for the fourth quarter of fiscal
2002 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  for the fourth  quarter of fiscal  2001.  Comparable
store  sales by  division  for the  quarter  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.

      Gross margin,  as a percentage  of net sales,  increased to a record 52.0
percent in the fourth  quarter of fiscal 2002,  compared to 45.3 percent in the
fourth  quarter of fiscal  2001.  Fourth  quarter  fiscal 2001 gross margin was
affected by  $4,100,000  in  nonrecurring  charges.  Before  considering  these
nonrecurring  charges,  gross  margin,  as a  percentage  of  sales,  was  46.4
percent.  In addition,  fourth quarter fiscal 2002 gross margin  benefited from
higher full price sales,  higher  margin rates  achieved on both full price and
non-full price sales at both  divisions,  as well as the results of a favorable
year-end physical inventory.

      Selling,  general and  administrative  expenses during the fourth quarter
of fiscal 2002, were  $156,067,000,  or 44.3 percent of net sales,  compared to
$162,821,000,  or 43.8  percent  of net sales for the same  period  last  year.
Fourth quarter fiscal 2001 selling,  general and  administrative  expenses were
impacted by $12,900,000 in pre-tax  nonrecurring  charges.  Before  considering
these nonrecurring charges,  selling,  general and administrative  expenses for
the  fourth   quarter  of  fiscal  2001,  as  a  percentage   of  sales,   were
$149,894,000,  or 40.4  percent.  The  remaining  increase in selling,  general
and  administrative  expenses for the fourth quarter of fiscal 2002 as compared
to the same  period  last year was  primarily  due to higher  tenancy and store
operation  expenses,  an increase in the provision for  management  performance
bonus and  severance  costs  associated  with a former  executive's  employment
contract with the Company.  These  increases  were offset,  in part, by savings
associated  with a change  in the  Company's  vacation  vesting  policy,  which
became effective on January 1, 2003.

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


      Operating  profit was 7.7  percent of net sales in the fourth  quarter of
fiscal  2002,  compared to 0.7  percent of sales in the fourth  quarter of last
year.

      During the fourth  fiscal  quarter,  the Company  opened 1 new Ann Taylor
store and 5 new Ann Taylor  Loft  stores,  and closed 1 Ann Taylor  store and 1
Ann  Taylor  Factory  store.  The total  store  count at the end of the  fourth
quarter  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 to  3,305,000  square
feet as of  February  1, 2003,  from  3,057,000  square  feet at the end of the
fourth quarter of fiscal 2001.  Capital  expenditures  for fiscal 2002 were $45
million,  which  included the  addition of 10 new Ann Taylor  stores and 39 new
Ann Taylor Loft stores.

      Total  long-term debt at February 1, 2003 was  $121,652,000.  The Company
had no borrowings  outstanding  under its  $175,000,000  credit facility at the
end of the fourth quarter of fiscal 2002.

      For the fiscal  year-to-date period ended February 1, 2003, the Company's
net  income  was  $80,158,000,  or $1.72 per  share on a  diluted  basis (on an
average  of  48.3  million  shares  outstanding),  compared  to net  income  of
$29,105,000,  or $0.67  per share on a diluted  basis  (on an  average  of 43.7
million  shares  outstanding)  for the same  period  last year.  Excluding  the
amortization  of  goodwill,  fiscal 2001  year-to-date  net income and earnings
per  share  on  a  diluted  basis  would  have  been   $39,750,000  and  $0.90,
respectively.   Fiscal  2001   year-to-date   earnings  per  share  and  shares
outstanding  have been  restated for the effect of the 3-for-2 stock split that
occurred in May 2002.

      Fiscal  year-to-date  net sales  totaled  $1,380,966,000,  up 6.3 percent
from  $1,299,573,000  as of  February 2, 2002.  Comparable  store sales for the
fiscal  year-to-date  period  decreased 3.9 percent,  compared to a decrease of
6.1  percent  for  the  same  period  last  year.  By  division,   fiscal  2002
comparable  store  sales  decreased  5.3 percent for Ann Taylor and 1.0 percent
for Ann  Taylor  Loft.  Gross  margin as a percent  of net sales for the fiscal
year-to-date  period ended February 1, 2003 was 54.1 percent,  compared to 49.8
percent  for the same  period  last year.  The  increase  in gross  margin as a
percentage  of net sales is the result of higher  full  price  sales and 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
net sales were 44.3  percent,  compared to 44.4  percent for the same period in
fiscal  2001.  In addition to the impact to fiscal  2001  selling,  general and
administrative  costs  of the  fourth  quarter  nonrecurring  charge  discussed
above,  lower internet costs and reduced  marketing  spending were offset by an
increase in the provision for management  performance  bonus and higher tenancy
expenses.

      Ann Taylor Chairman J. Patrick  Spainhour said,  "Despite the challenging
retail  environment  in 2002,  Ann  Taylor  succeeded  in  delivering  the best
earnings  performance  in  our  48-year  history.  Our  continued  progress  in
aligning our product  assortments to our core brand  competencies and enhancing
our client's  overall shopping  experience  enabled us to sell more merchandise
at  full  price.   We  also   maintained  a  tight  rein  on  inventories   and
implemented  efficiency  initiatives  in our global  sourcing  function,  which
contributed to a 430 basis point  improvement  in gross margin.  Improved gross
margin and a continued  focus on expense control  resulted in operating  margin
of 9.8 percent, a 520 basis point increase over last year."


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


      "The  start of fiscal  2003 was  negatively  effected  by severe  weather
conditions and prevailing  economic  uncertainty.  Due to the effect that these
external  factors  have  had on our  business  we are  lowering  first  quarter
earnings  guidance  from the  range of $0.45 - $0.47,  to the  range of $0.39 -
$0.41.  We currently  expect to achieve  first quarter  comparable  store sales
in the low to mid single digit  negative  range  compared to last year. We feel
good about our product offering,  however,  due to the unknown factors stemming
from the  external  environment,  we believe  that it is  premature  to provide
updated second quarter, fall season and full year guidance."

      Mr. Spainhour  continued,  "Anticipating  that any economic recovery will
be slow  and  measured,  we  remain  committed  to  further  strengthening  our
business  fundamentals  in  2003  through  continued  disciplined  expense  and
inventory management."

      The Company also  announced  today the  election of Michael  Trapp to the
Board of  Directors.  Mr.  Trapp was a partner at Ernst & Young from 1973 until
his retirement in 2000,  where he held various  executive  positions  including
Managing  Partner for the Southeast  area.  Mr. Trapp has also joined the audit
committee of the Board of Directors as the audit committee financial expert.

      Ann Taylor is one of the country's leading women's  specialty  retailers,
operating  588 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
   Director of Investor Relations
   (212) 541-3484
                            - - Tables Follow - - -

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


                         ANNTAYLOR STORES CORPORATION
                         ----------------------------
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                -----------------------------------------------
 FOR THE QUARTERS AND FISCAL YEARS ENDED FEBRUARY 1, 2003 AND FEBRUARY 2, 2002
   (UNAUDITED, FOR THE QUARTERS ENDED FEBRUARY 1, 2003 AND FEBRUARY 2, 2002)



                                         QUARTERS ENDED             FISCAL YEARS ENDED
                                      ----------------------       --------------------
                                      Feb. 1,       Feb. 2,        Feb. 1,       Feb. 2,
                                       2003          2002            2003          2002
                                      -------       -------        -------       -------
                                       (dollars in thousands except per share amounts)
                                                                 
Net sales .....................   $   352,213   $   371,386    $ 1,380,966   $ 1,299,573
Cost of sales .................       168,919       203,151        633,473       651,808
                                      -------       -------        -------       -------
Gross margin ..................       183,294       168,235        747,493       647,765
Selling, general and
   administrative expenses ....       156,067       162,821        612,479       576,584
Amortization of goodwill ......          --           2,760           --          11,040
                                      -------       -------        -------       -------
Operating income ..............        27,227         2,654        135,014        60,141
Interest income ...............           927           290          3,279         1,390
Interest expense ..............         1,723         1,854          6,886         6,869
                                      -------       -------        -------       -------
Income before income taxes ....        26,431         1,090        131,407        54,662
Income tax provision ..........        10,308         1,422         51,249        25,557
                                      -------       -------        -------       -------
Net income (loss) .............   $    16,123   $      (332)   $    80,158   $    29,105
                                      =======       =======        =======       =======
Basic earnings (loss) per share
   of common stock ............   $      0.36   $     (0.01)   $      1.81   $      0.67
                                      =======       =======        =======       =======
Weighted average number of
   shares outstanding (000) ...        44,374        43,409         44,248        43,325
                                      =======       =======        =======       =======
Diluted earnings (loss) per
   share of common stock ......   $      0.35   $     (0.01)   $      1.72   $      0.67
                                      =======       =======        =======       =======
Weighted average number of
   shares outstanding,
   assuming dilution (000) ....        48,265        43,796         48,301        43,661
                                      =======       =======        =======       =======
Number of stores open at
    beginning of period .......           580           532            538           478
Number of stores opened
    during period .............             6             9             49            67
Number of stores expanded
    during period* ............           ---           ---            ---             6
Number of stores closed
    during period .............             2             3              3             7
                                      -------       -------        -------       -------
Number of stores open
    at end of period ..........           584           538            584           538
Total store square footage
    at end of period ..........                                  3,305,000     3,057,000



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

================================================================================
5
                                                                    ANNTAYLOR 5

                         ANNTAYLOR STORES CORPORATION
                         ----------------------------
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     -------------------------------------
                     FEBRUARY 1, 2003 AND FEBRUARY 2, 2002



                                               FEBRUARY 1,    FEBRUARY 2,
                                                  2003            2002
                                               -----------    -----------
                       ASSETS                         (in thousands)
Current assets
  Cash and cash equivalents ................   $   212,821    $    30,037
  Accounts receivable, net .................        10,367         65,598
  Merchandise inventories ..................       185,484        180,117
  Prepaid expenses and other current assets         46,599         50,314
                                               -----------    -----------
      Total current assets .................       455,271        326,066
Property and equipment, net ................       247,115        250,735
Goodwill, net ..............................       286,579        286,579
Deferred financing costs, net ..............         4,170          5,044
Other assets ...............................        17,691         14,742
                                               -----------    -----------
      Total assets .........................   $ 1,010,826    $   883,166
                                               ===========    ===========

        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
       Accounts payable ....................   $    57,058    $    52,011
  Accrued expenses .........................        94,137         82,007
  Current portion of long-term debt ........           ---          1,250
                                               -----------    -----------
      Total current liabilities ............       151,195        135,268

Long-term debt, net ........................       121,652        118,280
Deferred lease costs and other liabilities .        23,561         17,489

Stockholders' equity
  Common stock, $.0068 par value;
    120,000,000 shares authorized;
    48,932,860 and 48,275,957
    shares issued, respectively ............           332            328
  Additional paid-in capital ...............       500,061        484,582
  Retained earnings ........................       296,113        218,600
  Deferred compensation on restricted stock         (3,968)        (9,296)
                                               -----------    -----------
                                                   792,538        694,214
      Treasury stock, at cost
         4,050,972 and 4,210,232
         shares, respectively ..............       (78,120)       (82,085)
                                               -----------    -----------
      Total stockholders' equity ...........       714,418        612,129
                                               -----------    -----------
      Total liabilities and
         stockholders' equity ..............   $ 1,010,826    $   883,166
                                               ===========    ===========