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): April 28, 2005

ANNTAYLOR STORES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10738	13-3499319
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 28, 2005, the Board of Directors of AnnTaylor Stores Corporation (the “Company”) approved certain changes to the Company’s compensation program for non-employee members of the Board of Directors. A summary describing the elements of such compensation is attached as Exhibit 10.1 to this report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

10.1     Summary of Compensation Payable to Non-Employee Directors.

Page 2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANNTAYLOR STORES CORPORATION
	By:	/s/ Barbara K. Eisenberg
		Barbara K. Eisenberg
Date: May 3, 2005		Executive Vice President,
		General Counsel and Secretary

Page 3

EXHIBIT INDEX

Exhibit No.	Description
10.1	Summary of Compensation Payable to Non-Employee Directors.

Page 4

EX-10.1

Exhibit 10.1

COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS

Director Cash Fees

Each Non-Employee Director is paid an annual retainer of $40,000, payable quarterly in advance (February 1^st, May 1^st, August 1^st and November 1^st). In addition, each Non-Employee Director receives

• a per Board meeting attendance fee of $1,500, which is paid only for the fifth and any subsequent Board meetings attended by the Director; and

• a per Board Committee attendance fee of $1,500.

The Audit Committee and Nominating and Corporate Governance Committee Chairs each receive an annual fee of $20,000, and the Compensation Committee Chair receives an annual fee of $10,000.

Grant of Restricted Shares of Common Stock

Each Non-Employee Director receives an annual grant of restricted shares of AnnTaylor Stores Corporation (the “Company”) Common Stock (“Common Stock”) valued at $90,000 on the grant date. The restricted shares of Common Stock are awarded after the Annual Meeting of Stockholders each year. The number of shares granted to each such Director is determined by using the fair market value of the Common Stock on the grant date (determined as the closing price on the preceding business day). The restricted shares of Common Stock vest on the first anniversary of the date of the grant. If a Director ceases to be a Director for any reason prior to the first anniversary of the date of the grant, the unvested restricted shares will be forfeited.

A Non-Employee Director joining the Board of Directors receives an initial grant of restricted shares of Common Stock valued at $150,000 on the grant date. The number of shares granted to each such Director is determined by the same method described in the previous paragraph. The restricted shares of Common Stock vest on the third anniversary of the date of the grant. If a Director ceases to be a Director for any reason prior to the third anniversary of the date of the grant, the unvested restricted shares will be forfeited.

Travel Expense Reimbursements and Other Benefits

Directors are entitled to reimbursement of their reasonable travel expenses for attending Board of Directors and Board Committee meetings.

Non-Employee Directors are also eligible to receive discounts on their purchases of the Company’s products under the same terms and conditions available to Company associates.