













098888\0048\01864\959NC8U9.SCD                  10/13/95   2:25PM



098888\0048\01864\959NC8U9.SCD                  10/13/95   2:25PM
                                                   EXECUTION COPY

                   BORROWER PLEDGE AGREEMENT

      THIS AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (as
such agreement may be amended, supplemented or otherwise modified
from  time to time, this "Agreement"), dated as of September  29,
1995 is made by ANNTAYLOR, INC., a Delaware corporation, with its
principal place of business located at 142 West 57th Street,  New
York, New York 10019 (the "Grantor"), in favor of BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, with an office located at
1455  Market  Street,  San Francisco, California  94103,  in  its
capacity as Agent under the "Credit Agreement" (as defined below)
(the "Agent").

                       R E C I T A L S :

      A.    The  Grantor,  the  Agent, BA  Securities,  Inc.,  as
Arranger,  Bank of America National Trust and Savings Association
and  Fleet Bank, National Association, as Co-Agents, and  certain
financial  institutions currently and in the  future  to  be  the
parties  to  the  Credit  Agreement  (as  defined  below)   (such
financial  institutions being collectively  referred  to  as  the
"Lenders"),  have  entered into a certain  Amended  and  Restated
Credit  Agreement,  dated  as  of September  29,  1995  (as  such
agreement may be amended, supplemented or otherwise modified from
time  to time, the "Credit Agreement"; the capitalized terms  not
otherwise defined herein are being used as defined in the  Credit
Agreement);

      B.    The  Grantor and the Agent are parties to the  Pledge
Agreement,  dated  as  of  July 29, 1994  (the  "Existing  Pledge
Agreement");

     C.   It is a condition precedent to the effectiveness of the
Credit  Agreement and to the making of the Loans by  the  Lenders
and the issuing of the Letters of Credit by any Issuing Bank that
the  Existing Pledge Agreement shall be amended and  restated  as
set forth herein;

      NOW, THEREFORE, in consideration of the above premises  and
in order to induce the Lenders to make the Loans and each Issuing
Bank  to  issue the Letters of Credit under the Credit Agreement,
the  Grantor hereby agrees with the Agent for its benefit and for
the  benefit of the Lenders and the Issuing Banks, and the Agent,
by  acceptance  hereof, hereby agrees, that the  Existing  Pledge
Agreement  is  hereby amended and restated  in  its  entirety  as
follows:

      Section  1.  Grant of Security.  To secure the  prompt  and
complete payment, observance and performance when due (whether at
the  stated  maturity, by acceleration or otherwise) of  all  the
Obligations, the Grantor hereby assigns and pledges to the Agent,
and  hereby grants to the Agent, for its benefit and the  benefit
of  the Lenders and the Issuing Banks, a security interest in all
of  the  Grantor's  right,  title and  interest  in  and  to  the
following, whether now owned or existing or hereafter arising  or
acquired    and    wheresoever   located    (collectively,    the
"Collateral"):

      EQUIPMENT:  All machinery and equipment, all manufacturing,
distribution, selling, data processing and office equipment,  all
furniture, furnishings, appliances, fixtures and trade  fixtures,
tools, tooling, molds, dies, vehicles, vessels, aircraft and  all
other   goods   of  every  type  and  description   (other   than
"inventory",  as  such term is defined in the Uniform  Commercial
Code  in effect on the date hereof in the State of New York  (the
"UCC")), in each instance whether now owned or hereafter acquired
by the Grantor and wherever located (collectively, "Equipment");

      GENERAL  INTANGIBLES:   All rights,  interests,  choses  in
action,  causes  of  action,  claims  and  all  other  intangible
property  of  the  Grantor of every kind and nature  (other  than
"accounts", as such term is defined in the UCC), in each instance
whether   now  owned  or  hereafter  acquired  by  the   Grantor,
including,  without limitation, all corporate and other  business
records;  all loans, royalties, and other obligations receivable;
all  inventions,  designs, patents, patent applications,  service
marks, trade names and trademarks (including any applications for
the foregoing and whether or not registered) and the goodwill  of
the  Grantor's  business connected with and  symbolized  by  such
trademarks, trade secrets, computer programs, software, printouts
and  other  computer  materials,  goodwill,  registrations,  U.S.
registered copyrights, licenses relating to trademarks  and  U.S.
registered copyrights, franchises, customer lists, credit  files,
correspondence  and  advertising  materials;  all  customer   and
supplier  contracts, firm sale orders, rights under  license  and
franchise  agreements, and other contracts and  contract  rights;
all interests in partnerships, joint ventures and other entities;
all  tax  refunds  and tax refund claims; all  right,  title  and
interest  under  leases, subleases, licenses and concessions  and
other  agreements relating to real or personal property; all  pay
ments  due  or  made  to  the  Grantor  in  connection  with  any
requisition, confiscation, condemnation, seizure or forfeiture of
any property by any person or governmental authority; all deposit
accounts  (general or special) with any bank or  other  financial
institution;  all credits with and other claims against  carriers
and  shippers;  all rights to indemnification;  all  reversionary
interests  in  pension and profit sharing plans and reversionary,
beneficial  and  residual  interest in trusts;  all  proceeds  of
insurance of which the Grantor is beneficiary; and all letters of
credit,  guaranties, liens, security interests and other security
held  by  or  granted  to the Grantor; and all  other  intangible
property,  whether  or  not similar to the foregoing,  including,
without  limitation, all "general intangibles", as such  term  is
defined  in  the  UCC  (in each instance,  however  and  wherever
arising, collectively, "General Intangibles");

      CHATTEL  PAPER,  INSTRUMENTS AND  DOCUMENTS:   All  chattel
paper,  all instruments (including, without limitation,  (a)  the
shares  of  stock  described in Annex I-A  hereto  (the  "Pledged
Shares")  and all dividends, instruments and other property  from
time  to  time  distributed in respect  thereof  or  in  exchange
therefor,  and  (b) the notes and debt instruments  described  in
Annex I-B hereto (the "Pledged Debt") and all payments thereunder
and instruments and other property from time to time delivered in
respect  thereof  or  in exchange therefor),  and  all  bills  of
lading,  warehouse  receipts and other  documents  of  title  and
documents,  including, without limitation, all  "chattel  paper",
"instruments" and "documents", as such terms are defined  in  the
UCC, in each instance whether now owned or hereafter acquired  by
the  Grantor,  other than any promissory note in an  amount  less
than  $1,000,000 owing to the Grantor from a senior executive  or
key  employee  of the Grantor (an "Excluded Note") (collectively,
"Chattel Paper, Instruments and Documents"); and

      OTHER PROPERTY:  All property or interests in property  now
owned or hereafter acquired by the Grantor which now may be owned
or  hereafter may come into the possession, custody or control of
the  Agent, any of the Lenders, any Issuing Bank or any agent  or
Affiliate  of any of them in any way or for any purpose  (whether
for   safekeeping,   deposit,  custody,   pledge,   transmission,
collection  or  otherwise); and all rights and interests  of  the
Grantor,  now  existing  or hereafter  arising  and  however  and
wherever  arising, in respect of any and all (i)  notes,  drafts,
letters of credit, stocks, bonds, and debt and equity securities,
whether  or  not  certificated, and warrants, options,  puts  and
calls  and other rights to acquire or otherwise relating  to  the
same;  (ii)  money;  (iii) proceeds of loans,  including  without
limitation,  all the Loans made to the Grantor under  the  Credit
Agreement;  and  (iv) insurance proceeds and  books  and  records
relating  to  any  of  the  property covered  by  this  Agreement
(collectively, "Other Property");

together,  in  each instance, with all accessions  and  additions
thereto,  substitutions therefor, and replacements, proceeds  and
products  thereof; provided, however, that (x)  Collateral  shall
not include Receivables and (y) the foregoing grant of a security
interest  shall not include a security interest in any lease  and
any  property subject to an enforceable lease which by its  terms
expressly prohibits the right of the Grantor to grant a  security
interest in such lease or property.  The Borrower agrees  to  use
its best commercially reasonable efforts to ensure that no future
lease  contains any restrictions on the Borrower's right to grant
a  security  interest  in  any equipment  placed  on  the  leased
premises.

      Section 2.  Grantor Remains Liable.  Anything herein to the
contrary  notwithstanding, (a) the Grantor  shall  remain  liable
under the contracts and agreements included in the Collateral  to
the   extent  set  forth  therein  to  perform  its  duties   and
obligations  thereunder to the same extent as if  this  Agreement
had  not been executed, (b) the exercise by the Agent of  any  of
its  rights hereunder shall not release the Grantor from  any  of
its  duties  or  obligations under the contracts  and  agreements
included  in  the  Collateral (except to  the  extent  that  such
exercise  prevents the Grantor from satisfying  such  duties  and
obligations), and (c) the Agent shall not have any obligation  or
liability  under  the contracts and agreements  included  in  the
Collateral  by reason of this Agreement, nor shall the  Agent  be
obligated  to  perform any of the obligations or  duties  of  the
Grantor  thereunder, to make any payment, to make any inquiry  as
to  the  nature  or sufficiency of any payment  received  by  the
Grantor or the sufficiency of any performance by any party  under
any  such contract or agreement or to take any action to  collect
or enforce any claim for payment assigned hereunder.

       Section   3.    Delivery  of  Pledged   Collateral.    All
certificates,   notes  and  other  instruments  representing   or
evidencing the Pledged Shares or the Pledged Debt and  all  other
instruments  now owned or at any time hereafter acquired  by  the
Grantor other than any Excluded Notes (collectively, the "Pledged
Collateral")  shall be delivered to and held by or on  behalf  of
the  Agent pursuant hereto (except as otherwise provided  in  the
last  sentence of Section 4(f) hereof) and shall be  in  suitable
form  for transfer by delivery, or shall be accompanied  by  duly
executed instruments of transfer or assignments in blank, all  in
form   and  substance  satisfactory  to  the  Agent.   Upon   the
occurrence and during the continuance of an Event of Default, the
Agent  shall  have the right, at any time in its  discretion  and
without  notice to the Grantor, to transfer to or to register  in
the  name of the Agent or any nominee of the Agent any or all  of
the  Pledged  Collateral, subject only to  the  revocable  rights
specified  in Section 8 hereof.  In addition, upon the occurrence
and  during  the  continuance of an Event of Default,  the  Agent
shall  have  the  right at any time to exchange  certificates  or
instruments  representing or evidencing  Pledged  Collateral  for
certificates or instruments of smaller or larger denominations.

      Section  4.   Representations and Warranties.  The  Grantor
represents and warrants as follows:

           (a)   As  of the date of this Agreement, the locations
     listed  on  Annex  II  constitute  all  locations  at  which
     Equipment  is  located, except for Equipment temporarily  in
     transit.  As of the date of this Agreement, the chief  place
     of  business  and chief executive office of the Grantor  are
     located  at  the  address  first  specified  above  for  the
     Grantor.

           (b)  The Grantor is the legal and beneficial owner  of
     the  Collateral  free  and  clear  of  all  liens,  security
     interests   or  other  encumbrances,  except  as   expressly
     permitted  by  subsection 8.02(b) of the  Credit  Agreement.
     For the past five years the business of the Grantor has been
     conducted  only by the following corporations and under  the
     following  corporate names and not under any trade  name  or
     other name:

          1)   AnnTaylor, Inc.
          2)   AnnTaylor Factory Stores
          3)   AnnTaylor Loft
          4)   AnnTaylor Studio

           (c)   The Grantor has exclusive possession and control
     of the Equipment, except for (i) Equipment in the possession
     and  control  of  the Grantor's lessees and licensees  under
     written  lease and license agreements entered  into  in  the
     ordinary  course  of  business  and  consistent  with   past
     practice and (ii) Equipment in transit with common or  other
     carriers.

           (d)  The Pledged Shares have been duly authorized  and
     validly  issued and are fully paid and non-assessable.   The
     Pledged Debt of Grantor's Subsidiaries (if any), and, to the
     best of the Grantor's knowledge, all other Pledged Debt, has
     been  duly  authorized,  issued and delivered,  and  is  the
     legal,  valid,  binding and enforceable  obligation  of  the
     issuers thereof.

           (e)   The Pledged Shares indicated on Annex I-A hereto
     constitute all of the shares of stock held by the Grantor of
     the  respective issuers thereof.  The Pledged Shares and the
     Pledged Debt constitute all of the Pledged Collateral except
     for  Pledged  Collateral consisting  of  checks  and  drafts
     received in the ordinary course of business and with respect
     to  which the Agent has not at any time requested possession
     and which are not a material portion of the Collateral under
     this  Agreement  or  the  Trademark Assignment  executed  by
     Grantor,   taken   as   a  whole  (the  "Personal   Property
     Collateral") either singly or in the aggregate.

           (f)   This Agreement creates a valid security interest
     in  the  Collateral  (other  than the  Pledged  Collateral),
     securing the payment of the Obligations, and all filings and
     other  actions  necessary  or  desirable  to  perfect   such
     security  interest  under  the Uniform  Commercial  Code  as
     enacted in each jurisdiction listed on Annex III hereto have
     been  duly  taken or will be duly taken not later than  five
     Business  Days  after  the  date  hereof.   The  pledge  and
     delivery  of  the  Pledged  Collateral  pursuant   to   this
     Agreement and all other filings and other actions  taken  by
     the  Grantor to perfect such security interest prior to  the
     date  hereof,  create a valid and perfected  first  priority
     security  interest in the Pledged Collateral,  securing  the
     payment  of  the  Obligations except for Pledged  Collateral
     consisting  of  checks and drafts received in  the  ordinary
     course  of business with respect to which the Agent has  not
     at  any  time  requested possession  and  which  are  not  a
     material portion of the Personal Property Collateral  either
     singly or in the aggregate.

           (g)   Other  than the filings with the  United  States
     Patent  and Trademark Office and filings under the  UCC,  no
     authorization, approval or other action by, and no notice to
     or  filing  with,  any federal, state or local  governmental
     authority that have not already been taken or made and which
     are in full force and effect, is required (i) for the pledge
     by the Grantor of the Pledged Collateral or for the grant by
     the  Grantor  of  the security interest  in  the  Collateral
     granted hereby or for the execution, delivery or performance
     of  this Agreement by the Grantor, (ii) for the exercise  by
     the  Agent  of the voting or other rights provided  in  this
     Agreement  with  respect to the Pledged  Collateral  or  the
     remedies  in  respect of the Pledged Collateral pursuant  to
     this Agreement (except as may be required in connection with
     the  disposition thereof by laws affecting the offering  and
     sale of securities generally), or (iii) for the exercise  by
     the Agent of any of its other rights or remedies hereunder.

     Section 5.  Further Assurances.

           (a)  The Grantor agrees that from time to time, at the
     expense  of  the Grantor, the Grantor will promptly  execute
     and  deliver all further instruments and documents, and take
     all  further  action,  that may be necessary  or  reasonably
     desirable,  or  that  the Agent may reasonably  request,  in
     order  to perfect and protect any security interest  granted
     or  purported to be granted hereby or to enable the Agent to
     exercise and enforce its rights and remedies hereunder  with
     respect  to  any  Collateral; provided,  however,  that  the
     Grantor  shall  in  no  event be  required  to  execute  any
     leasehold  mortgage  with respect  to  any  lease.   Without
     limiting the generality of the foregoing, at the request  of
     the  Agent,  the Grantor shall: (i) if an Event  of  Default
     shall  have  occurred and be continuing, mark  conspicuously
     each document included in the Collateral and, at the request
     of  the Agent made at any time, and whether or not an  Event
     of  Default  shall have occurred, mark each of  its  records
     pertaining  to  the Collateral with a legend,  in  form  and
     substance  satisfactory to the Agent, indicating  that  such
     document  or Collateral is subject to the security  interest
     granted hereby; and (ii) execute and file such financing  or
     continuation  statements, or amendments  thereto,  and  such
     other  instruments  or  notices,  as  may  be  necessary  or
     desirable, or as the Agent may reasonably request, in  order
     to  perfect  and preserve the security interests granted  or
     purported to be granted hereby.

           (b)   The Grantor hereby authorizes the Agent to  file
     one  or  more  financing  or  continuation  statements,  and
     amendments  thereto, relative to all  or  any  part  of  the
     Collateral  without  the  signature  of  the  Grantor  where
     permitted   by  law.   A  carbon,  photographic   or   other
     reproduction  of  this Agreement or any financing  statement
     covering  the  Collateral  or  any  part  thereof  shall  be
     sufficient as a financing statement where permitted by law.

           (c)   The Grantor shall furnish to the Agent from time
     to  time  statements and schedules further  identifying  and
     describing   the  Collateral  and  such  other  reports   in
     connection with the Collateral as the Agent may request, all
     in reasonable detail.

     Section 6.  As to Equipment.  The Grantor shall:

           (a)  Keep the Equipment (other than Equipment sold  in
     accordance with Section 8.02(a) of the Credit Agreement)  at
     the  places  specified in Section 4(a)  hereof  and  deliver
     written  notice  to  the Agent at least  30  days  prior  to
     establishing  any  other  location at  which  it  reasonably
     expects  to  maintain  Equipment in which  jurisdiction  all
     action  required by Section 5 hereof shall have  been  taken
     with respect to all such Equipment.

          (b)  Maintain or cause to be maintained in good repair,
     working  order  and condition, excepting ordinary  wear  and
     tear  and damage due to casualty, all of the Equipment,  and
     make  or  cause to be made all appropriate repairs, renewals
     and  replacements  thereof, to the extent not  obsolete  and
     consistent with past practice of the Grantor, as quickly  as
     practicable  after  the occurrence of  any  loss  or  damage
     thereto  which are necessary or desirable to such end.   The
     Grantor  shall  promptly furnish to the  Agent  a  statement
     respecting  any material loss or damage as  a  result  of  a
     single  occurrence  to  any of the Equipment  which  has  an
     aggregate fair market value exceeding $250,000.

     Section 7.  As to the Pledged Collateral.

          (a)  So long as no Event of Default shall have occurred
     and be continuing:

                     (i)  The Grantor and not the Agent shall  be
          entitled  to  exercise  any and all  voting  and  other
          rights of consent or approval pertaining to the Pledged
          Collateral  or  any part thereof for  any  purpose  not
          inconsistent  with the terms of this Agreement  or  the
          Credit  Agreement; provided, however, that the  Grantor
          shall not exercise or refrain from exercising any  such
          right  without the consent of the Agent if such  action
          or inaction would have a material adverse effect on the
          value of the Pledged Collateral or the benefits to  the
          Agent,  the  Lenders and the Issuing  Banks  including,
          without   limitation,   the   validity,   priority   or
          perfection of the security interest granted  hereby  or
          the remedies of the Agent hereunder.

                     (ii) The Grantor and not the Agent shall  be
          entitled  to  receive and retain any and all  dividends
          and interest paid in respect of the Pledged Collateral;
          provided, however, that any and all

                              (A)  dividends and interest paid or
               payable  other  than in cash in  respect  of,  and
               instruments    and   other   property    received,
               receivable or otherwise distributed in respect of,
               or in exchange for, any Pledged Collateral,

                                 (B)     dividends   and    other
               distributions paid or payable in cash  in  respect
               of  any Pledged Collateral consisting of stock  of
               any  Subsidiary of the Grantor and  dividends  and
               other  distributions paid or payable  in  cash  in
               respect   of  any  other  Pledged  Collateral   in
               connection with a partial or total liquidation  or
               dissolution  or in connection with a reduction  of
               capital, capital surplus or paid-in-surplus, and

                                (C)    cash   paid,  payable   or
               otherwise distributed in respect of principal  of,
               or  in  redemption  of, or in  exchange  for,  any
               Pledged Collateral,

                shall forthwith be delivered to the Agent, in the
          case  of  (A) above, to hold as Pledged Collateral  and
          shall, if received by the Grantor, be received in trust
          for  the  benefit  of the Agent, the  Lenders  and  the
          Issuing Banks, be segregated from the other property or
          funds of the Grantor, and be forthwith delivered to the
          Agent,  as  Pledged Collateral in the same form  as  so
          received (with any necessary indorsement) and,  in  the
          case of (B) and (C) above, to the extent required under
          the  terms of the Credit Agreement, shall forthwith  be
          delivered to the Agent to be applied to the Obligations
          in  such order as provided in subsection 2.06(b) of the
          Credit Agreement.

                     (iii)  The Agent shall promptly execute  and
          deliver (or cause to be executed and delivered) to  the
          Grantor all such proxies and other instruments  as  the
          Grantor  may  reasonably request  for  the  purpose  of
          enabling  the Grantor to exercise the voting and  other
          rights  which  it is entitled to exercise  pursuant  to
          paragraph  (i)  above and to receive the  dividends  or
          interest payments which it is authorized to receive and
          retain pursuant to paragraph (ii) above.

           (b)  Upon the occurrence and during the continuance of
     an Event of Default and at the Agent's option:

                     (i)   All  rights of the Grantor to exercise
          the  voting  and  other rights of consent  or  approval
          which  it  would  otherwise  be  entitled  to  exercise
          pursuant  to Section 8(a)(i) hereof and to receive  the
          dividends   and  interest  payments  which   it   would
          otherwise be authorized to receive and retain  pursuant
          to  Section 8(a)(ii) hereof shall cease, and  all  such
          rights shall thereupon become vested in the Agent,  who
          shall  thereupon have the sole right to  exercise  such
          voting  and other rights of consent or approval and  to
          receive  and hold as Pledged Collateral such  dividends
          and interest payments.

                     (ii)  All  dividends and  interest  payments
          which  are  received  by the Grantor  contrary  to  the
          provisions of paragraph (i) of this Section 8(b) hereof
          shall  be  received  in trust for the  benefit  of  the
          Agent,  the Lenders and the Issuing Banks and shall  be
          segregated from other funds of the Grantor and shall be
          forthwith  paid over to the Agent as Pledged Collateral
          in  the  same  form as so received (with any  necessary
          indorsement).

      Section 8.  Additional Shares.  The Grantor agrees that  it
will  (i) cause each issuer of the Pledged Shares subject to  its
control not to issue any stock or other securities in addition to
or  in substitution for the Pledged Shares issued by such issuer,
except  to the Grantor or as otherwise permitted under the Credit
Agreement,  and  (ii)  pledge  hereunder,  immediately  upon  its
acquisition  (directly  or  indirectly)  thereof,  any  and   all
additional shares of stock or other securities of each issuer  of
the  Pledged Shares.  The Grantor hereby authorizes the Agent  to
modify  this  Agreement  by amending  Annex  I  to  include  such
additional shares or other securities.

      Section  9.   The  Agent  Appointed Attorney-in-Fact.   The
Grantor  hereby  irrevocably appoints  the  Agent  the  Grantor's
attorney-in-fact, with full authority in the place and  stead  of
the  Grantor  and  in the name of the Grantor or otherwise,  from
time  to  time  in  the Agent's discretion,  to  take,  upon  the
occurrence and during the continuance of an Event of Default, any
action  and  to execute any instrument which the Agent  may  deem
necessary  or  advisable  to  accomplish  the  purposes  of  this
Agreement  (subject to the rights of the Grantor under Section  7
hereof), including, without limitation:

                     (i)  to obtain and adjust insurance required
          to be paid to the Agent pursuant to Section 7.05 of the
          Credit Agreement,

                     (ii)  to  ask,  demand,  collect,  sue  for,
          recover,  compromise, receive and give acquittance  and
          receipts for moneys due and to become due under  or  in
          respect of any of the Collateral,

                     (iii)  to receive, indorse, and collect  any
          drafts  or  other  instruments, documents  and  chattel
          paper, in connection with clause (i) or (ii) above,

                    (iv) to file any claims or take any action or
          institute  any  proceedings which the  Agent  may  deem
          necessary or desirable for the collection of any of the
          Collateral  or otherwise to enforce the rights  of  the
          Agent with respect to any of the Collateral, and

                     (v)   to  receive, indorse and  collect  all
          instruments  made  payable to the Grantor  representing
          any dividend, interest payment or other distribution in
          respect  of the Pledged Collateral or any part  thereof
          and to give full discharge for the same.

      Nothing set forth in this Section 9 and no exercise by  the
Agent  of the rights and powers granted in this Section  9  shall
limit or impair the Grantor's rights under Section 7 hereof.  The
Grantor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof.  All powers, authorizations
and  agencies  contained in this Agreement are  coupled  with  an
interest and shall be irrevocable until the Obligations are  paid
in full and the commitments of the Lenders to extend credit under
the Credit Agreement are terminated.

     Section 10.  The Agent May Perform.  If the Grantor fails to
perform  any agreement contained herein, the Agent, upon  written
notice  to  the  Grantor if practicable, may itself  perform,  or
cause  performance of, such agreement, and the  expenses  of  the
Agent  incurred in connection therewith shall be payable  by  the
Grantor under Section 14 hereof.

      Section  11.  The Agent's Duties.  The powers conferred  on
the  Agent  hereunder are solely to protect its interest  in  the
Collateral and shall not impose any duty upon it, in the  absence
of  willful misconduct or gross negligence, to exercise any  such
powers.   Except  for the safe custody of any Collateral  in  its
possession and the accounting for moneys actually received by  it
hereunder,  the  Agent shall have no duty as to  any  Collateral.
The  Agent shall be deemed to have exercised reasonable  care  in
the  custody and preservation of the Collateral in its possession
if  the  Collateral is accorded treatment substantially equal  to
that   which  the  Agent  accords  its  own  property,  it  being
understood  that  the Agent shall be under no obligation  to  (i)
ascertain  or  take  action with respect to  calls,  conversions,
exchanges, maturities, tenders or other matters relative  to  any
Pledged Collateral, whether or not the Agent has or is deemed  to
have  knowledge of such matters, or (ii) take any necessary steps
to  preserve  rights against prior parties or  any  other  rights
pertaining  to any Collateral, but may do so at its  option,  and
all reasonable expenses incurred in connection therewith shall be
for  the  sole account of the Grantor and shall be added  to  the
Obligations.

      Section 12.  Remedies.  If any Event of Default shall  have
occurred and be continuing:

            (a)   The  Agent  may  exercise  in  respect  of  the
     Collateral,  in  addition  to  other  rights  and   remedies
     provided  for herein or otherwise available to it,  all  the
     rights  and  remedies of a secured party upon default  under
     the  Uniform Commercial Code as in effect from time to  time
     in  the  State of New York (the "Code") (whether or not  the
     Code  applies to the affected Collateral) and also  may  (i)
     require  the Grantor to, and the Grantor hereby agrees  that
     it  will  at  its  expense and upon  request  of  the  Agent
     forthwith,  assemble all or any part of  the  Collateral  as
     directed by the Agent and make it available to the Agent  at
     a  place  to  be designated by the Agent which is reasonably
     convenient to both parties and (ii) without notice except as
     specified  below, sell, lease, assign, grant  an  option  or
     options  to  purchase or otherwise dispose of the Collateral
     or  any  part  thereof in one or more parcels at  public  or
     private sale, at any exchange, broker's board or at  any  of
     the Agent's offices or elsewhere, for cash, on credit or for
     future  delivery,  and  upon such  other  terms  as  may  be
     commercially reasonable.  The Agent may be the purchaser  of
     any or all of the Collateral so sold at any public sale (or,
     if  the  Collateral  is  of a type  customarily  sold  in  a
     recognized  market or is of a type which is the  subject  of
     widely distributed standard price quotations, at any private
     sale)  and  thereafter hold the same, absolutely, free  from
     any  right  or  claim  of whatsoever  kind.   The  Agent  is
     authorized, at any such sale, if it deems it advisable so to
     do, to restrict the prospective bidders or purchasers of any
     of  the Pledged Collateral to persons who will represent and
     agree  that  they are purchasing for their own  account  for
     investment, and not with a view to the distribution or  sale
     of  any  such  Pledged Collateral and  to  take  such  other
     actions  as it may deem appropriate to exempt the offer  and
     sale of the Collateral from any registration requirements of
     state or federal securities laws (including, if it deems  it
     appropriate,  actions to comply with  Regulation  D  of  the
     Securities and Exchange Commission under the Securities  Act
     of  1933,  as  from  time to time amended  (the  "Securities
     Act")).  To the extent permitted by law, the Grantor  hereby
     specifically  waives  all  rights  of  redemption,  stay  or
     appraisal which it has or may have under any rule of law  or
     statute  now  existing or hereafter in force.   The  Grantor
     agrees  that, to the extent notice of sale shall be required
     by  law, at least ten days' written notice to the Grantor of
     the  time  and  place of any public sale or the  time  after
     which  any  private  sale  is to be  made  shall  constitute
     reasonable  notification.  The Agent shall not be  obligated
     to  make any sale of Collateral regardless of notice of sale
     having  been  given.  The Agent may adjourn  any  public  or
     private  sale from time to time by announcement at the  time
     and  place fixed therefor and such sale may, without further
     notice,  be made at the time and place to which  it  was  so
     adjourned.   In case of any sale of all or any part  of  the
     Collateral  on credit or for future delivery, the Collateral
     so sold may be retained by the Agent until the selling price
     is  paid  by the purchaser thereof, but the Agent shall  not
     incur any liability in case of the failure of such purchaser
     to  take up and pay for the Collateral so sold and, in  case
     of  any such failure, such Collateral may again be sold upon
     like  notice.  The Agent instead of exercising the power  of
     sale  herein  conferred upon it, may proceed by  a  suit  or
     suits  at  law  or  in  equity  to  foreclose  the  security
     interests  herein  granted and sell the Collateral,  or  any
     portion  thereof, under a judgment or decree of a  court  or
     courts of competent jurisdiction.

           (b)  Any cash held by the Agent as Collateral and  all
     cash  proceeds received by the Agent in respect of any  sale
     of,  collection from, or other realization upon all  or  any
     part  of the Collateral may, in the discretion of the Agent,
     be  held by the Agent as Collateral for, and/or then  or  at
     any  time thereafter applied against (after payment  of  any
     amounts  payable to the Agent pursuant to Section 15 hereof)
     in  whole  or in part by the Agent, for the benefit  of  the
     Agent, the Lenders and the Issuing Banks, all or any part of
     the  Obligations  in  such order as is provided  in  Section
     2.06(b)  of the Credit Agreement.  Any surplus of such  cash
     or  cash  proceeds  held by the Agent  and  remaining  after
     payment  in full of all the Obligations under this Agreement
     and  the  termination of the commitments of the  Lenders  to
     extend  credit under the Credit Agreement shall be  promptly
     paid  over  to the Grantor or to whomsoever may be  lawfully
     entitled to receive such surplus.

     Section 13.  Registration Rights.

          (a)  If the Agent shall determine to exercise its right
     to  sell  all  or any of the Pledged Collateral pursuant  to
     Section 12 hereof, the Grantor agrees that, upon request  of
     the Agent, the Grantor will, at its own expense:

                     (i)   execute  and deliver, and  cause  each
          issuer  of the Pledged Collateral which is a Subsidiary
          contemplated to be sold and the directors and  officers
          thereof  to  execute and deliver, all such  instruments
          and  documents,  and do or cause to be  done  all  such
          other  acts and things, as may be necessary or, in  the
          opinion  of  the  Agent,  advisable  to  register  such
          Pledged   Collateral  under  the  provisions   of   the
          Securities Act, and to cause the registration statement
          relating  thereto  to become effective  and  to  remain
          effective for such period as prospectuses are  required
          by  law to be furnished, and to make all amendments and
          supplements  thereto  and  to  the  related  prospectus
          which,  in  the opinion of the Agent, are necessary  or
          advisable,  all in conformity with the requirements  of
          the Securities Act and the rules and regulations of the
          Securities and Exchange Commission applicable thereto;

                     (ii)  use  its best efforts to  qualify  the
          Pledged Collateral under the state securities or  "Blue
          Sky" laws and to obtain all necessary approvals of  all
          Governmental  Authorities for the sale of  the  Pledged
          Collateral, as requested by the Agent;

                      (iii)  cause  each  such  issuer  to   make
          available   to  its  security  holders,  as   soon   as
          practicable,  an earnings statement which will  satisfy
          the provisions of Section 10 of the Securities Act; and

                     (iv)  do or cause to be done all such  other
          acts  and things as may be necessary to make such  sale
          of the Pledged Collateral or any part thereof valid and
          binding and in compliance with applicable law.

           (b)   Determination by the Agent to exercise its right
     to  sell  any  or all of the Pledged Collateral pursuant  to
     Section  12  hereof without making a request of the  Grantor
     pursuant to Section 13(a) hereof shall not by the sole  fact
     of such sale be deemed to be commercially unreasonable.

      Section  14.   Expenses.  The Grantor  shall  upon  written
demand  pay  to  the  Agent the amount of any and  all  expenses,
including  the fees and disbursements of its counsel and  of  any
experts  and agents, as provided in Section 12.03 of  the  Credit
Agreement.

     Section 15.  Amendments, Etc.  No amendment or waiver of any
provision of this Agreement nor consent to any departure  by  the
Grantor herefrom shall in any event be effective unless the  same
shall  be  in  writing  and signed by the  party  to  be  charged
therewith,  and  then such waiver or consent shall  be  effective
only  in  the specific instance and for the specific purpose  for
which given.

     Section 16.  Notices.  All notices and other
communications  provided for hereunder  shall  be  given  in  the
manner  set  forth in the Credit Agreement and to  the  addresses
first  above written or, as to each party, at such other  address
as  may  be designated by such party in a written notice  to  the
other party.

     Section 17.  Continuing Security Interest; Termination.

           (a)  This Agreement shall create a continuing security
     interest  in  the Collateral and shall (i)  remain  in  full
     force  and  effect until payment in full of the Obligations,
     the  termination of the commitments of the Lenders to extend
     credit under the Credit Agreement and the termination of the
     Credit  Agreement,  (ii) be binding upon  the  Grantor,  its
     successors  and assigns and (iii) except to the extent  that
     the  rights  of  any transferor or assignor are  limited  by
     Section   12.01  (concerning  assignments)  of  the   Credit
     Agreement,  inure, together with the rights and remedies  of
     the  Agent  hereunder,  to the benefit  of  the  Agent,  the
     Lenders  and  the Issuing Banks, subject to  the  terms  and
     conditions  of the Credit Agreement.  Without  limiting  the
     generality  of  the foregoing clause (iii), any  Lender  may
     assign or otherwise transfer any interest in any Loan  owing
     to  such  Lender to any other Person, and such other  Person
     shall  thereupon  become vested with  all  the  benefits  in
     respect  thereof granted to the Agent herein  or  otherwise,
     subject,  however,  to  the  provisions  of  Section   12.01
     (concerning  assignments) of the Credit Agreement.   Nothing
     set  forth herein or in any other Loan Document is  intended
     or  shall be construed to give the Grantor's successors  and
     assigns  any right, remedy or claim under, to or in  respect
     of   this  Agreement,  any  other  Loan  Document   or   any
     Collateral.   The  Grantor's successors  and  assigns  shall
     include,   without  limitation,  a  receiver,   trustee   or
     debtor-in-possession thereof or therefor.

           (b)  Upon the payment in full of the Obligations,  the
     termination  of  the commitments of the  Lenders  to  extend
     credit under the Credit Agreement and the termination of the
     Credit Agreement, the security interest granted hereby shall
     terminate  and all rights to the Collateral shall revert  to
     the  Grantor.   Upon any such termination, the  Agent  shall
     promptly  return  to the Grantor, at the Grantor's  expense,
     such  of the Collateral held by the Agent as shall not  have
     been sold or otherwise applied pursuant to the terms hereof.
     The  Agent  will,  at  the Grantor's  expense,  execute  and
     deliver  to the Grantor such other documents as the  Grantor
     shall reasonably request to evidence such termination.

           (c)  Upon any release of the Agent's security interest
     in any part of the Collateral expressly required to be given
     by  the  Agent  pursuant to Section 11.12(c) of  the  Credit
     Agreement,  the  Agent  shall execute  and  deliver  to  the
     Grantor,   at   the   Grantor's  expense,  all   termination
     statements,  assignments and other documents and instruments
     as  may  be  necessary  or desirable to  release  fully  the
     security  interests  in  such  Collateral  granted   hereby;
     provided, however, that (i) the Agent shall not be  required
     to execute any such documents on terms which, in the Agent's
     opinion,  would expose the Agent to liability or create  any
     obligation or entail any consequence other than the  release
     of such security interests without recourse or warranty, and
     (ii)  such release shall not in any manner discharge, affect
     or  impair the Obligations or any security interests,  liens
     or other encumbrances upon (or obligations of the Grantor in
     respect of) all interests retained by the Grantor, including
     without  limitation, the proceeds of any sale, all of  which
     shall continue to constitute part of the Collateral.

      Section  18.  Applicable Law; Severability.  This Agreement
shall  be  construed  in  all respects in  accordance  with,  and
governed  by,  the  laws  of the State  of  New  York.   Whenever
possible,  each provision of this Agreement shall be  interpreted
in  such  a  manner as to be effective and valid under applicable
law,  but  if any provision of this Agreement shall be prohibited
by  or  invalid  under applicable law, such  provision  shall  be
ineffective only to the extent of such prohibition or invalidity,
without  invalidating  the remainder of such  provisions  or  the
remaining provisions of this Agreement.

     Section 19.  Consent to Jurisdiction and Service of Process;
Waiver  of Jury Trial.  ALL JUDICIAL PROCEEDINGS BROUGHT  AGAINST
THE  GRANTOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE  OF
NEW  YORK,  AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,  THE
GRANTOR  ACCEPTS,  FOR  ITSELF IN  AND  IN  CONNECTION  WITH  ITS
PROPERTIES,   GENERALLY  AND  UNCONDITIONALLY,  THE  NONEXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY  AGREES  TO
BE  BOUND  BY  ANY FINAL JUDGMENT RENDERED THEREBY IN  CONNECTION
WITH  THIS  AGREEMENT FROM WHICH NO APPEAL HAS BEEN TAKEN  OR  IS
AVAILABLE.   THE GRANTOR IRREVOCABLY CONSENTS TO THE  SERVICE  OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING  BY  THE MAILING OF COPIES THEREOF  BY  REGISTERED  OR
CERTIFIED  MAIL, POSTAGE PREPAID, TO ITS NOTICE ADDRESS SPECIFIED
ON  THE  FIRST PAGE HEREOF, SUCH SERVICE TO BECOME EFFECTIVE  TEN
(10)  DAYS  AFTER  SUCH MAILING.  EACH OF  THE  GRANTOR  AND,  BY
ACCEPTANCE HEREOF, THE AGENT AND THE LENDERS, IRREVOCABLY  WAIVES
(A)  TRIAL  BY JURY IN ANY ACTION OR PROCEEDING WITH  RESPECT  TO
THIS   AGREEMENT,  AND  (B)  ANY  OBJECTION  (INCLUDING   WITHOUT
LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON  THE
GROUNDS  OF  FORUM NON CONVENIENS) WHICH IT MAY NOW OR  HEREAFTER
HAVE  TO  THE  BRINGING  OF ANY SUCH ACTION  OR  PROCEEDING  WITH
RESPECT  TO  THIS AGREEMENT IN ANY JURISDICTION SET FORTH  ABOVE.
NOTHING  HEREIN  SHALL AFFECT THE RIGHT TO SERVE PROCESS  IN  ANY
OTHER  MANNER  PERMITTED BY LAW OR SHALL LIMIT THE RIGHT  OF  ANY
LENDER TO BRING PROCEEDINGS AGAINST GRANTOR IN THE COURTS OF  ANY
OTHER JURISDICTION.

     IN WITNESS WHEREOF, the Grantor has caused this Agreement to
be  duly  executed  and delivered by its officer  thereunto  duly
authorized as of the day first above written.

                                   ANNTAYLOR, INC.


                                   By: /s/Walter J. Parks

                                   Name:  Walter J. Parks

                                   Title: Sr. V.P. - Finance

Agreed and accepted to as of
the date first above written:

BANK OF AMERICA NATIONAL TRUST
  AND SAVINGS ASSOCIATION, as Agent


By:   /s/ Dietmar Schiel

Name:     Dietmar Schiel

Title:    Vice President
                            ANNEX I-A
                                
                         PLEDGED SHARES

                                             Stock
                         Class of            Certificate    No. of
Issuer                   Stock               No.            Shares

AnnTaylor Travel, Inc.   Common                  1            1

AnnTaylor Funding, Inc.  Common                  1           100

AnnTaylor Distribution
  Services, Inc.         Common                  1            1

CAT US Inc.              Common                  1          2,000

CAT US Inc.              Common                  11         2,000

C.A.T. (Far East)
  Limited                Common                  5          30,000

C.A.T. (Far East)
  Limited                Common                  8          30,000
                            ANNEX I-B
                                
                          PLEDGED DEBT
                                
                              NONE

                            ANNEX II
                                
                     LOCATIONS OF EQUIPMENT
                                
                          See Attached.
3 15 280  MADISON SQUARE       5901 UNIVERSITY DRIVE HUNTSVILLE     AL
       358060000  2058372425
3 15 355  RIVERCHASE GALLERIA  2000 RIVERCHASE DR, SPE 208          BIRMINGHAM 
        AL     352440000
3 15 273  LITTLE ROCK          2002 PK PLZ SHOPPING CTR             LITTLE ROCK
         AR     722050000
5016639571
8 74 742  ARIZONA FACT SHOPS                         4250 WEST
BOW RD    PHOENIX              AZ                    850270000      6024659540
4 18 127  TUCSON MALL                                4500 N.
ORACLE SUITE 455               TUCSON                               AZ       
857050000  6028884080
4 18 174  BILTMORE FASHION PARK                      2560 E.
CAMELBACK RD                   PHOENIX                              AZ       
850160000  6024683339
4 18 331  SCOTTSDALE FASHION SQ                      7014 E
CAMELBACK ROAD                 SCOTTSDALE            AZ             852510000 
          6024238093
8 74 732  DESERT HILLS (CABAZON)                     48400
SEMINOLE DRIVE STE 5000        CABAZON                              CA       
922300000
8 74 740  MARINA SQ (SAN LEANDRO)                    MARINA
SQUARE                         SAN LEANDRO           CA             945770000
8 74 739  NAPA                 681 FACTORY STORE DRIVE              NAPA       
                CA   945580000
8 74 717  CITADEL                                    100 CITADEL
DR, STE 114                    COMMERCE              CA             900400000  
         2137257033
8 74 725  BARSTOW                                    2796 TANGER
WAY, SPACE 213                 BARSTOW                              CA      
 923110000  6192532999
4 22 383  CARMEL PLAZA                               213 OCEAN
AVE. + MISSION AVE             CARMEL                               CA       
939210000  4086269565
8 74 715  GILROY                                     681
LEAVESLEY ROAD, STE 10         GILROY                               CA      
 950200000  4088481188
8 74 714  PETALUMA                                   2220
PETALUMA BLVD. NORTH           PETALUMA              CA             949520000 
          7077669592
8 79 799  GILROY                                     8300 ARROYO
CIRCLE                         GILROY                               CA      
 950200000
4 22 399  POST STREET                                240 POST
STREET                         SAN FRANCISCO         CA             941080000
4 23 299  BROADWAY PLAZA                             1170
BROADWAY PLAZA                 WALNUT CREEK          CA             945960000
           5109370606
6 64 505  LA CUMBRE II                               120 S. HOPE
AVE, #F16                      SANTA BARBARA         CA             931050000
           8055631346
4 23 408  GALLERIA @ SOUTH BAY                       HAWTHORN
BLVD.                          REDONDO BEACH         CA             902780000
4 23 330  CORTE MADERA                               1616 REDWOOD
HIGHWAY                        CORTE MADERA          CA             949250000
           4159270577
4 23 324  EMBARCADERO CENTER                         EMBARCADERO
CENTER #3                      SAN FRANCISCO         CA             941110000
           4159895355
4 23 197  STONERIDGE MALL                            2511
STONERIDGE MALL                PLEASANTON            CA             945880000
           5104633240
4 23 94   PALO ALTO                                  18 STANFORD
SHPNG. CTR.                    PALO ALTO             CA             943040000
           4158530433
4 23 193  SAN FRANSISCO CENTER                       865 MARKET
STREET                         SAN FRANCISCO         CA             941030000
           4155432487
6 64 509  BROADWAY PLAZA                             1275
BROADWAY PLAZA                 WALNUT CREEK          CA             945960000
           5109338551
8 79 798  MILPITAS                                   GREAT MALL
OF BAY AREA                    MILPITAS                             CA      
 950350000
6 64 504  BEVERLY CENTER                             131 NO. LA
CIENEGA #669                   LOS ANGELES           CA             900480000 
          3106594051
4 22 322  VALLEY FAIR                                2855 STEVENS
CRK #2305                      SANTA CLARA           CA             950500000  
         4082470245
4 22 92   GHIRARDELLI SQUARE                         900 NORTH
POINT STREET                   SAN FRANCISCO         CA             941090000
           4157752872
4 21 187  THE OAKS                                   460 W.
HILLCREST DRIVE                THOUSAND OAKS         CA             913600000  
         8053735352
4 21 71   WOODLAND HILLS                             235
PROMENADE #177                                       WOODLAND
HILLS     CA                   913670000             8188882774
4 22 192  STONESTOWN GALLERIA                        3251 20TH
AVENUE                         SAN FRANCISCO         CA             941320000 
          4155640229
4 21 177  PASADENA                                   495-505
SOUTH LAKE AVE.                PASADENA              CA             911010000 
          8187924820
4 21 180  DESERT FASHION PLAZA                       123 N. PALM
CANYON DR.                     PALM SPRINGS          CA             922620000
           6193277128
4 21 183  MEDIA CITY CENTER                          201 E.
MAGNOLIA #236                  BURBANK               CA             915010000
           8185586244
4 21 314  LA CUMBRE I                                130 SOUTH
HOPE AVENUE, D15               SANTA BARBARA         CA             931050000
           8055639954
4 21 308  GLENDALE GALLERIA                          2176
GLENDALE GALLARIA              GLENDALE              CA             912100000
           8182460350
4 20 412  MONTCLAIR PLAZA                            2066
MONTCLAIR PLAZA LANE           MONTCLAIR             CA             917630000
4 21 326  SANTA ANITA                                400 S.
BALDWIN AVE., SUITE 615        ARCADIA                              CA 
      910071904  8188214425
4 21 342  SHERMAN OAKS                               14066
RIVERSIDE DRIVE SP268          SHERMAN OAKS          CA             914230000
           8187840553
4 21 395  NORTHRIDGE FASHION CTR                     9301 TAMPA
AVENUE SP124                   NORTHRIDGE            CA             913242501
4 22 90   SUTTER STREET                              441 SUTTER
STREET                         SAN FRANCISCO         CA             941080000
           4159895381
4 20 415  TOPANGA PLAZA                              CANOGA PARK             CA
4 20 404  7TH MKTPL @ CITICORP PZ                    735 SOUTH
FIGUEROA                       LOS ANGELES           CA             900170000 
          2136292932
4 22 291  DOWNTOWN PLAZA                             545 DOWNTOWN
PLAZA #2063                    SACRAMENTO            CA             958140000 
          9164431972
4 19 79   HORTON PLAZA                               25 HORTON
PLAZA                          SAN DIEGO                            CA      
 921010000  6192330705
4 19 172  MAIN PLACE                                 2800 N. MAIN
STREET #548                    SANTA ANA             CA             927010000 
          7145437668
4 19 173  LA JOLLA                                   1205
PROSPECT STREET                LA JOLLA                             CA      
 920370000  6194540158
4 19 179  BREA MALL                                  2117 BREA
MALL                           BREA                                 CA       
926210000  7145299002
4 19 184  NORTH COUNTY FAIR                          200 E. VIA
RANCHO PKY/S319                ESCONDIDO             CA             920250000 
          6197379195
4 19 185  UNIVERSITY TOWN CTR                        4417 LA
JOLLA VILLAGE DR., N-9         SAN DIEGO             CA             921221206  
         6194506550
4 19 286  SOUTH COAST PLAZA                          3333 BRISTOL
STREET                         COSTA MESA            CA             926260000 
          7147541915
4 20 70   WESTWOOD                                   1031
WESTWOOD BLVD                  LOS ANGELES           CA             900240000 
          3102086549
4 19 319  FASHION VALLEY                             324 FASHION
VALLEY                         SAN DIEGO                            CA   
    921080000  6196832090
4 20 289  CENTURY CITY                               10250 SANTA
MONICA DR                      LOS ANGELES           CA             900670000  
         3102773041
4 20 73   BEVERLY HILLS                              357 N.
CAMDEN DRIVE                   BEVERLY HILLS         CA             902100000 
          3108587840
4 22 282  HILLSDALE SHOPPING CTR                     276
HILLSDALE MALL                                       SAN MATEO               CA
         944030000
4155711030
4 20 75   DEL AMO FASHION CTR                        239 DEL AMO
FASHION CTR.                   TORRANCE              CA             905030000  
         3103716546
4 20 76   BEVERLY CENTER                             8522 BEVERLY
BLVD/S.782                     LOS ANGELES           CA             900480000 
          3106596655
4 20 171  CITICORP PLAZA                             735 SOUTH
FIGUEROA                       LOS ANGELES           CA             900170000  
         2136292932
4 22 195  ARDEN FAIR                                 1689 ARDEN
WAY                            SACRAMENTO            CA             958150000  
         9165670290
4 20 182  PALOS VERDES                               550 DEEP
VALLEY ROAD                    ROLLING HILLS         CA             902740000  
         3105414470
4 20 181  SANTA MONICA PLACE                         175 SANTA
MONICA PLACE                   SANTA MONICA          CA             904010000  
         3103953650
8 74 741  CAMARILLO                                  850 VENTURA
BLVD.                          CAMARILLO             CA             930100000  
         8053830482
8 74 710  CASTLE ROCK FACT SHOPS                     505 FACTORY
SHOPS BLVD                     CASTLEROCK            CO             801040000  
         3036883335
4 31 114  CHERRY CREEK                               3000 E 1ST
AVE, #249                      DENVER                               CO      
 802060000  3033551324
4 31 112  SIENA SQUARE                               2070
BROADWAY, STORE D              BOULDER                              CO      
 803020000  3034493971
4 31 110  LARIMER SQUARE                             1421 LARIMER
SQUARE                         DENVER                               CO       
802020000  3038920478
5 5  402  DANBURY FAIR                               7 BACKUS
AVENUE SP C-115                DANBURY                              CT      
 068100000  2037910761
5 24 23   HARTFORD                                   1 CIVIC
CENTER PLAZA                   HARTFORD              CT             061030000 
          2032784020
5 5  343  TRUMBULL SHOPPING PK                       5065 MAIN
STREET                         TRUMBULL              CT             066110000 
          2033744234
5 24 353  SOMERSET SQUARE                            140
GLASTONBURY BLVD.              GLASTONBURY           CT             060334402 
          2036599315
5 5  293  STAMFORD TOWN CTR                          100 GREYROCK
PLACE                          STAMFORD              CT             069010000 
          2033591616
5 5  3    NEW CANAAN                                 81 ELM
STREET                         NEW CANAAN            CT             068400000 
          2039660354
5 24 143  WEST FARMS                                 216 WEST
FARMS MALL                     FARMINGTON            CT             060320000  
         2035218195
5 24 144  BUCKLAND HILLS                             194 BUCKLAND
HILLS DR.                      MANCHESTER            CT             060400000  
         2036447217
5 5  2    WESTPORT                                   97 MAIN
STREET                         WESTPORT              CT             068800000  
         2032277557
5 5  4    GREENWICH                                  55 EAST
PUTNAM AVENUE                  GREENWICH             CT             068300000  
         2036616455
5 5  1    NEW HAVEN                                  968 CHAPEL
STREET                         NEW HAVEN             CT             065100000  
         2037772304
9 95 378  BOX & HOLD - SPRING '94                    130 HAMILTON
STREET                         NEW HAVEN             CT             065110000  
         2037722516
7 91 95   ANN TAYLOR DIRECT                          130 HAMILTON
STREET                         NEW HAVEN             CT             065110000  
         8002898295
1 7  134  UNION STATION                              50
MASSACHUSETTS AVE. NE          WASHINGTON            DC             200020000 
          2023718010
1 7  21   GEORGETOWN PARK                            3222 M
STREET, N.W.                   WASHINGTON            DC             200070000 
          2023385290
6 61 510  UNION STATION                              40
MASSACHUSETTS AVE-- N E        WASHINGTON            DC             200020000 
          2022892631
1 7  36   MAZZA GALLERIE                             5300
WISCONSIN AVENUE               WASHINGTON            DC             200150000  
         2022441940
1 7  334  K STREET                                   1720 K
STREET, N.W.                   WASHINGTON            DC             200060000 
          2024663544
6 61 506  GEORGETOWN PARK                            3222 M
STREET NW-SP 23                WASHINGTON            DC             200070000  
         2023381061
8 71 737  REHOBOTH BEACH                             REHOBOTH
OUTLET CTR                     REHOBOTH BEACH        DE             199710000
3 16 101  FASHION MALL                               321 N.
UNIVERSITY DR.                 PLANTATION            FL             333240000  
         3054246707
3 16 303  DADELAND MALL                              7415
SOUTHWEST 88TH ST              MIAMI                                FL      
 331560000  3056626612
3 16 102  BOYNTON BEACH MALL                         801 N.
CONGRESS AVENUE                BOYNTON BEACH         FL             334260000  
         4073641211
3 16 304  BOCA RATON                                 TOWN CENTER
MALL                           BOCA RATON            FL             334310000  
         4073910785
3 16 311  FT. LAUDERDALE                             2486B E.
SUNRISE BLVD.                  FT. LAUDERDALE        FL             333040000 
          3055665801
3 16 317  BAL HARBOUR SHOPS                          9700 COLLINS
AVENUE                         BAL HARBOUR           FL             331540000  
         3058684455
3 16 363  THE FALLS                                  8888 HOWARD
DRIVE                          MIAMI                                FL     
  331760000  3053254047
3 16 63   COCONUT GROVE                              3399
VIRGINIA STREET                COCONUT GROVE         FL             331330000  
         3054440146
3 16 398  THE GARDENS                                3101 PGA
BLVD.-S  K-20                  PALM BCH GARDENS      FL             334100000
8 72 744  SAWGRASS MILLS                             12801 WEST
SUNRISE BLVD.                  SUNRISE                              FL
       333230000
3 15 69   ALTAMONTE MALL                             451
ALTAMONTE AVENUE               ALTAMONTE SPRGS       FL             322010000  
         4078343909
8 72 731  ORLANDO                                    5225
INTERNATIONAL DR               ORLANDO                              FL     
  328190000
8 72 722  VERO BEACH                                 1850 94TH
DRIVE SPACE 160                VERO BEACH                           FL
       329660000  4077782337
8 72 716  ST. AUGUSTINE                              2700 STATE
ROAD 16                        ST. AUGUSTINE         FL             320920000  
         9048231425
8 72 711  SILVER SANDS                               5105 HIGHWAY
98 EAST, STE 113               DESTIN                               FL      
 325410000  9046540775
3 15 410  THE OAKS MALL                              THE OAKS
MALL                           GAINESVILLE                          FL
       326050000  9043631869
8 72 701  SAWGRASS MILLS                             12801
W.SUNRISE BLVD                 SUNRISE                              FL
       333230000  3058469607
8 72 708  GULF COAST FACT SHOPS                      5460 FACT
STOPS BLVD. ST 700             ELLENTON                             FL
       342220000  8137236713
3 15 100  OLD HYDE PARK                              1618 SNOW
AVENUE                         TAMPA                                FL      
 336060000  8132511919
3 15 103  THE AVENUES                                10300
SOUTHSIDE BLVD.                JACKSONVILLE                         FL  
     322560000  9043631869
3 15 298  WINTER PARK                                126 PARK
AVENUE NORTH                   WINTER PARK           FL             327890000  
         4076285600
3 15 409  WEST SHORE PLAZA                           287 WEST
SHORE PLAZA-SP C5              TAMPA                 FL             336090000  
         8132828819
3 15 347  BRANDON TOWN CENTER                        2615 W.
BRANDON BLVD.-S 555            BRANDON                              FL      
 335114720
3 15 310  WATERSIDE SHOPS                            5475 TAMIAMI
TRAIL N., STE 60               NAPLES                               FL     
  339630000  8135984454
3 15 391  SEMINOLE TOWNE CTR                         117 TOWNE
CENTER CIRCLE                  SANFORD                              FL      
 327710000  4073213886
3 15 104  UNIVERSITY MALL                            2200 FOWLER
AVENUE                         TAMPA                                FL     
  336120000  8139715200
8 72 743  MAGNOLIA BLUFF                             RT. 1 BOX
1160                           DARIEN                               GA     
  313050000
3 13 302  NORTH POINT MALL                           1180 NORTH
POINT CIRCLE                   ALPHARETTA            GA             302020000  
         4016644915
3 13 284  PERIMETER MALL                             4400 ASHFORD
DUNWOODY RD                    ATLANTA                              GA     
  303460000  4046718874
3 13 163  CUMBERLAND MALL                            1216
CUMBERLAND MALL                ATLANTA                              GA      
 303390000  4043196363
3 13 165  AUGUSTA MALL                               3450
WRIGHTBORO RD                  AUGUSTA                              GA      
 309090000  7066670471
3 13 414  PHIPP'S PLAZA                                             ATLANTA 
                   GA
3 13 294  LENOX SQUARE                               3303
PEACHTREE ROAD                 ATLANTA                              GA
       303260000  4042640450
4 30 178  ALA MOANA CENTER                           1450 ALA
MOANA BLVD #3220               HONOLULU                             HI
       968140000  8089450028
4 30 327  PEARLRIDGE CENTER                          981005 MOANA
LUA RD. #121                   AIEA                  HI          
   967010000           8084878486
2 10 333  OLD ORCHARD CENTER                         74 OLD
ORCHARD ROAD-S74               SKOKIE                               IL      
 600770000  7086797370
2 10 48   NORTH CLARK STREET                         1750 NORTH
CLARK ST.                      CHICAGO                              IL     
  606140000  3123374462
8 73 721  TUSCOLA                                    B-100
TUSCOLA BLVD., STE B-100       TUSCOLA                              IL      
 619530000  2172532330
2 10 33   CONTINENTAL BANK                           231 S
LASALLE ST                     CHICAGO                              IL     
  606040000  3123325572
2 10 28   OAK STREET                                 103 EAST OAK
STREET                         CHICAGO                              IL      
 606110000  3129435411
2 10 25   NORTH MICHIGAN AVENUE                      700 N.
MICHIGAN AVE.                  CHICAGO                              IL      
 606110000  3123350117
2 10 358  NORTHBROOK MALL                            2182
NORTHBROOK COURT               NORTHBROOK            IL             600621415
2 27 392  WOODFIELD MALL                             N311
WOODFIELD SHOPPING             SCHAUMBERG            IL             601730000
2 27 116  WHEATON TOWN SQUARE                        91
NAPERVILLE RD 52                                     WHEATON 
                           IL     601870000
7086904377
2 27 111  CHARLESTOWNE CENTRE                        3102 E. MAIN
STREET                         ST. CHARLES           IL          
   601740000           7085847980
2 27 307  OAKBROOK CENTER                            208 OAKBROOK
CENTER                         OAKBROOK              IL             605210000
           7085734825
8 73 704  GURNEE MILLS                               6170 GRAND
AVE. STE 745                   GURNEE                               IL      
 600310000  7088550100
2 27 35   WOODFIELD MALL                             WOODFIELD
MALL                           SCHAUMBURG            IL             601730000  
         7086197270
2 27 389  CIRCLE CENTRE                              49 WEST
MARYLAND ST                    INDIANAPOLIS                         IN      
 462250000  3176385330
8 73 728  FREMONT                                    6245 NO. OLD
27  SUITE C-10                 FREMONT                              IN     
  467370000  2198331664
8 73 730  MICHIGAN CTY (LIGHTHOUSE)                  601 WABASH
STREET, STE 1301               MICHIGAN CITY         IN             463600000  
         2198793409
2 27 153  SOUTH BEND                                 6501 N.
GRAPE ROAD                     MISHAWAKA             IN             465440000  
         2192776601
2 27 241  KEYSTONE AT THE CROSSING                   8701
KEYSTONE CROSSING              INDIANAPOLIS                         IN      
 462400000  3175749445
8 73 729  EDINBURGH                                  11626 N.E
EXECUTIVE DR, F-40             EDINBURGH                            IN      
 461240000  8125260147
3 13 360  OXMOOR CENTER                              7900
SHELBYVILLE ROAD               LOUISVILLE                           KY       
402220000
9 95 37   D.C. FLOW-THRU                             7101
DISTRIBUTION DRIVE             LOUISVILLE                           KY       
402580000
3 13 275  FAYETTE MALL                               3473
NICHOLASVILLE RD.              LEXINGTON                            KY
       405030000  6062730270
3 29 345  CANAL PLACE                                333 CANAL
STREET                         NEW ORLEANS           LA             701300000
           5045292306
3 29 106  MALL AT ST. VINCENT                        1133 ST.
VINCENT AVE. BOX 30            SHREVEPORT                           LA
       711040000  3182269554
3 29 89   NEW ORLEANS CENTRE                         1400 POYDRAS
STREET                         NEW ORLEANS           LA             701120000  
         5045611002
3 29 98   LAKESIDE MALL                              3301
VETERANS BLVD 45A              METAIRIE                             LA
       700020000  5048350843
5 24 305  CHESTNUT HILL                              199
BOYLESTON STREET                                     CHESTNUT
HILL                           MA                    021670000      6172444848

5 6  12   CAMBRIDGE                                  44 BRATTLE
STREET                         CAMBRIDGE                            MA
       021380000  6178643720
5 24 24   WELLESLEY SQUARE                           73 CENTRAL
STREET                         WELLESLEY                            MA
       021810000  6172356770
5 24 16   HOLYOKE MALL                               50 HOLYOKE
ST/E-272                       HOLYOKE                              MA     
  010400000  4135340951
5 24 5    BRAINTREE                                  S. SHORE
SHOPPING CTR.                  BRAINTREE                            MA      
 021840000  6178483280
5 6  332  FANEUIL  HALL                              111 FANEUIL
HALL MKT. PL.                  BOSTON                               MA      
 021090000  6177420031
5 6  329  PRUDENTIAL CENTER                          800 BOYLSTON
STREET                         BOSTON                               MA     
  021160000  6174219097
5 6  288  NORTHSHORE MALL                            NORTHSHORE
MALL RT. 20                    PEABODY                              MA     
  019600000  5085320064
5 6  108  CAMBRIDGESIDE                              100
CAMBRIDGESIDE W-202            CAMBRIDGE                            MA      
 021410000  6172252779
5 6  10   BURLINGTON                                 BURLINGTON
MALL                           BURLINGTON                           MA      
 018030000  6172723044
5 6  22   NEWBURY                                    18 NEWBURY
STREET                         BOSTON                               MA      
 021160000  6172620763
5 24 318  NATICK MALL                                1245
WORCHESTER RD-SP 1168          NATICK                               MA      
 017600000  5086501119
8 71 720  WORCESTER                                  100 FRONT
STREET SUITE 10                WORCESTER                            MA      
 016080000  5087670295
8 71 733  OCEAN CITY                                 12741 OCEAN
GATEWAY                        OCEAN CITY                           MD    
   218420000
1 8  31   WHITE FLINT                                WHITE FLINT
MALL                           KENSINGTON                           MD      
 207950000  3017703233
1 7  132  HARBOR PLACE                               200 EAST
PRATT STREET                   BALTIMORE                            MD      
 212020000  4103320567
1 7  301  ANNAPOLIS MALL                             1508
ANNAPOLIS MALL                 ANNAPOLIS                            MD     
  214010000  4105732053
1 8  137  MONTGOMERY MALL                            7101
DEMOCRACY BLVD/1058            BETHESDA                             MD     
  208170000  3013650771
1 7  138  TOWSON TOWN CENTER                         11850 MARKET
STREET                         TOWSON                               MD     
  212040000  4108231381
1 7  131  OWINGS MILLS                               10300 MILL
RUN CIRCLE                     OWINGS MILLS                         MD     
  211170000  4103630354
2 12 155  BRIARWOOD MALL                             100
BRIARWOOD CIRCLE-E114          ANN ARBOR                            MI      
 481080000  3137410270
2 12 154  FAIRLANE TOWN CENTER                       18900
MICHIGAN AVE.J-122             DEARBORN                             MI      
 481263901  3134412720
2 12 243  GROSSE POINTE FARMS                        16822
KERCHEVAL AVE.                 G P FARMS                            MI      
 482300000  3138823380
2 12 246  WOODLAND MALL                              3195 28TH
STREET SE                      GRAND RAPIDS          MI             495080000  
         6169429099
2 12 249  LAUREL PARK PLACE                          37598 W 6
MILE ROAD                      LIVONIA                              MI     
  481520000  3135916000
2 12 242  TWELVE OAKS MALL                           27434 NOVI
ROAD                           NOVI                                 MI      
 483770000  8103440066
2 12 41   SOMERSET MALL                              2801 W. BIG
BEAVER K252                    TROY                                 MI      
 480843203  8106434457
8 73 713  BIRCH RUN                                  8825 MARKET
PL DR, STE 420                 BIRCH RUN                            MI      
 484150000  5176244640
2 11 167  MALL OF AMERICA                            MALL OF
AMERICA S-218                  BLOOMINGTON           MN             554250000

           6128549220
2 11 152  CONSERVATORY                               800 NICOLLET
MALL                           MINNEAPOLIS                          MN     
  554020000  6123384308
2 11 151  RIDGEDALE CENTER                           12721
WAYZATA BLVD.                  MINNETONKA            MN             553430000
           6125939842
2 11 394  SOUTHDALE CENTER                           170
SOUTHDALE CENTER               EDINA                                MN
       554350000  6129226868
2 11 335  ROSEDALE CENTER                            206 ROSEDALE
CENTER                         ROSEVILLE                            MN
       551130000  6126383015
8 73 724  BRANSON                                    300 TANGER
BLVD. STE 308                  BRANSON                              MO
       656162188  4173392982
2 11 315  PLAZA FRONTENAC                            38 PLAZA
FRONTENAC                      ST. LOUIS                            MO
       631310000  3149911956
2 11 403  ST. LOUIS GALLERIA                         1418 ST.
LOUIS GALLERIA                 ST. LOUIS                            MO 
      631170000  3148632014
8 73 718  OSAGE BEACH                                FACTORY OUT
E HGWY 54,G11                  OSAGE BEACH                          MO 
      650650000  3143483191
2 11 125  ST LOUIS GALLERIA                          1418 ST.
LOUIS GALLERIA                 ST. LOUIS                            MO
       631170000  3148632014
2 11 120  CLOSED-PLAZA FRONTENAC                     38 PLAZA
FRONTENAC                      ST. LOUIS                            MO
       631310000  3149911956
2 11 124  COUNTRY CLUB PLAZA                         4728
BROADWAY                       KANSAS CITY                          MO
       641120000  8165616300
2 11 122  WEST COUNTY CENTER                         WEST COUNTY
CENTER                         DES PERES                            MO
       631310000  3148220095
2 11 121  ST. LOUIS CENTER                           515 NORTH
6TH STREET                     ST. LOUIS                            MO
       631010000  3142319356
6 62 508  PLAZA FRONTENAC                            1701 SOUTH
LINDBURGH BLVD.                ST. LOUIS                            MO
       631310000  3144324001
3 15 406  NORTHPARK MALL                             1200 E.
COUNTY LINE RD-S 1116          RIDGELAND             MS             
391570000           6019579417
3 28 277  ASHEVILLE                                  800 BREVARD
RM 850                         ASHEVILLE                            NC 
      288060000  7046658350
3 28 352  SOUTHPARK MALL                             4400 SHARON
ROAD                           CHARLOTTE             NC          
   282110000           7043647500
3 28 271  HANES MALL                                 3320 SILAS
CREEK PKWY #756                WINSTON-SALEM         NC        
     271030000           9106599744
3 28 359  FOUR SEASONS                               210 4
SEASONS TWN CTR MALL           GREENSBORO            NC   
          274040000           9102999118
3 28 328  CRABTREE VALLEY MALL                       4325
GLENWOOD AVE                   RALEIGH                              NC
       276120000  9195719888
3 28 336  NORTHGATE MALL                             1058 W CLUB
BLVD.                          DURHAM                               NC
       277010000  9194169526
2 11 364  OAKVIEW MALL                               3001 SOUTH
144TH ST  OMAHA                                      NE         
    681440000
2 11 123  PACIFIC PLACE                              10341
PACIFIC STREET                 OMAHA                                NE
       681140000  4023909002
5 6  13   PHEASANT LANE                              310 DANIEL
WEBSTER H'WAY                  S. NASHUA                            NH
       030630000  6038910050
5 6  129  ROCKINGHAM PARK MALL                       99
ROCKINGHAM BLVD                                      SALEM          NH
     030790000
6038906062
1 26 59   MENLO PARK                                 307 MENLO
PARK                           EDISON                               NJ
       088300000  9084943866
1 26 20   RIVERSIDE SQUARE                           143
RIVERSIDE SQUARE                                     HACKENSACK     NJ
       076010000  2014892590
1 26 369  PALISADES AVENUE                           23-25-27
PALISADES AVE                  ENGLEWOOD             NJ       
      076310000
1 26 323  BRIDGEWATER COMMONS                        400 COMMONS
WAY                            BRIDGEWATER           NJ         
    088070000           9087070907
1 26 297  RIDGEWOOD                                  240
RIDGEWOOD AVE                  RIDGEWOOD             NJ 
            074510000           2016121117
1 26 313  SHORT HILLS                                MALL AT
SHORT HILLS                    SHORT HILLS           NJ     
        070780000           2014674290
1 4  105  CHERRY HILL MALL                           839 CHERRY
HILL MALL                      CHERRY HILL           NJ        
     080020000           6096657450
6 61 507  THE GROVE AT SHREWSBURY                    553 RT 53 -
SP N-J                         SHREWSBURY            NJ         
    077020000           9085307266
1 4  366  PALMER SQUARE                              17 PALMER
SQUARE   WEST                  PRINCETON             NJ       
      085400000
1 4  296  THE GROVE AT SHREWSBURY                    559 RT. 35 N-
10A                            SHREWSBURY            NJ           
  077020000           9082248803
1 4  128  FREEHOLD RACEWAY MALL                      3710 RT.
9/C140-J                       FREEHOLD                      
       NJ       077280000  9084620073
1 4  118  OCEAN COUNTY MALL                          1201 HOOPER
AVE./RM. 451                   TOMS RIVER            NJ         
    087530000           9082403669
1 4  58   WOODBRIDGE CENTER                          249
WOODBRIDGE CTR DR.             WOODBRIDGE            NJ 
            070950000           9088551774
4 18 117  LINCOLN PLACE                              130 LINCOLN
AVENUE                         SANTA FE                         
    NM       875010000  5059840101
4 18 337  CORONADO CENTER                            6600 MENAUL
BLVD.  NE  #225                ALBUQUERQUE           NM         
    871100000           5058817480
4 18 119  FORUM                                      3500 LAS
VEGAS BLVD                     LAS VEGAS                     
       NV       891090000  7027940494
4 18 341  FASHION SHOW                               3200 LAS
VEGAS BLVD. SO.                LAS VEGAS                     
       NV       891090000  7027348614
5 5  349  THE WESTCHESTER                            125
WESTCHESTER AVE                WHITE PLAINS          NY 
            106010000           9146448380
5 5  387  LARCHMONT (PALMER AVE)                     1919 PALMER
AVENUE                         LARCHMONT             NY         
    105380000           9148343637
5 5  416  THE WESTCHESTER                            125
WESTCHESTER AVENUE             WHITE PLAINS          NY 
            106014522
1 25 19   SOUTH STREET SEAPORT                       25 FULTON
STREET                         NEW YORK                       
      NY       100380000  2126085612
9 95 38   NYO SAMPLES                                142 WEST
57TH STREET                    NEW YORK                      
       NY       100190000
5 5  57   NANUET MALL                                75 W. ROUTE
59, SUITE 2032                 NANUET                           
    NY       109540000  9146230390
1 2  145  75TH & 3RD                                 1320 THIRD
AVENUE                         NEW YORK                        
     NY       100210000  2128613392
8 71 734  NIAGARA FALLS                              1900
MILITARY RD                    NIAGARA FALLS         NY  
           143040000
1 2  203  UPPER WEST SIDE                            2015-17
BROADWAY(@ 69TH ST             NEW YORK                     
        NY       100230000  2128737344
5 5  15   EASTCHESTER                                696 WHITE
PLAINS RD.                     SCARSDALE             NY       
      105830000           9147230500
5 3  338  CAROUSEL CENTER                            320 HIAWATHA
BLVD. WEST                     SYRACUSE                          
   NY       132099501  3154664001
8 71 709  WOODBURY COMMONS                           ROUTE 32 C-3 
                             CENTRAL VALLEY NY
109170000 9149284586
1 2  208  87TH & BROADWAY                            2380
BROADWAY                       NEW YORK                  
           NY       100240000  2127213130
1 2  49   THIRD AVENUE (@ 50TH ST.                   805 THIRD
AVENUE                         NEW YORK                       
      NY       100220000  2123085333
1 25 309  WORLD FINANCIAL CTR                        225 LIBERTY
STREET                         NEW YORK                         
    NY       102810000  2129451991
1 25 207  MANHATTAN MALL @ 33RD ST                   901 AVE OF
AMERICAS  NEW YORK                                   NY        
     100010000           2125643992
1 2  14   80TH & MADISON                             1055 MADISON
AVENUE                         NEW YORK                          
   NY       100280000  2129888930
1 25 200  FIFTH AVENUE                               575 FIFTH
AVENUE                         NEW YORK                       
      NY       100170000  2129223621
5 3  29   MANHASSET                                  1990
NORTHERN BLVD.                 MANHASSET             NY  
           110300000           5166271028
1 1  362  645 MADISON AVENUE                         645 MADISON
AVENUE                         NEW YORK                         
    NY       100220000
1 25 99   STATEN ISLAND MALL                         2655
RICHMOND AVE.                  STATEN ISLAND         NY  
           103140000           7189837744
1 25 397  SOUTH STREET SEAPORT                       25 FULTON
STREET                         NEW YORK                       
      NY       100380000
5 3  140  WOODBURY COMMONS                           8285 JERICHO
T'PIKE                         WOODBURY              NY          
   117970000           5163674142
8 71 723  RIVERHEAD                                  TANGER DRIVE
STE 512                        RIVERHEAD             NY          
   119010000           5163698800
5 3  201  CEDARHURST                                 445 CENTRAL
AVENUE                         CEDARHURST            NY         
    115160000           5163740420
5 3  209  ROOSEVELT FIELD MALL                       RSVLT FIELD
MALL/S-1208                    GARDEN CITY           NY         
    115300000           5167413700
5 3  205  WALDEN GALLERIA                            2000 WALDEN
AVENUE                         BUFFALO                          
    NY       142250000  7166846117
5 3  405  BRIDGEHAMPTON COMMONS  
                                                             BRIDGEHAMPTON  NY
119320000
5 3  396  WALT WHITMAN MALL                          160-5 RTE                 
                HUNTINGTON     NY
117460000 5164234443
5 3  204  CROSSGATE MALL                             120
WASHINGTON AVE. EXT.           ALBANY                   
            NY       122030000  5184564433
5 3  393  EASTVIEW MALL                              7979
PITTSFORD-VICTOR RD            VICTOR                    
           NY       145640000  7164259650
2 14 321  TOWER CITY CENTER                          230 HURON
ROAD NW                        CLEVELAND             OH       
      441130000           2162411290
6 62 503  COLUMBUS CITY CENTER                       315 COLUMBUS
CITY DRIVE                     COLUMBUS              OH          
   432150000           6142286688
2 14 295  WORTHINGTON MALL                           111
WORTHINGTON MALL               COLUMBUS              OH 
            430850000           6148484557
6 62 502  KENWOOD TOWN CENTER                        7875
MONTGOMERY ROAD                CINCINNATI                
           OH       452360000  5137940040
2 14 354  BEACHWOOD PLACE                            26300 CEDAR
ROAD, SPACE 152                BEACHWOOD             OH         
    441220000
2 14 386  ERIEVIEW GALLERIA                          1301 EAST
9TH STREET                     CLEVELAND             OH       
      441140000           2162416622
2 14 292  FAIRFIELD COMMONS                          2727
FAIRFIELD COMMONS              BEAVER CREEK          OH  
           454310000           5133200040
2 14 244  KENWOOD TOWN CENTRE                        7875
MONTGOMERY ROAD                CINCINNATI                
           OH       452360000  5137917544
8 73 727  AURORA FARMS                               549 S.
CHILLICOTHE RD.  STE 400       AURORA                      
         OH       442020000  2165625115
2 14 126  TOWER PLACE                                28 WEST 4TH
ST/B-33                        CINCINNATI                       
    OH       452020000  5136514590
2 14 245  COLUMBUS CITY CENTER                       303 CITY
CENTER DRIVE                   COLUMBUS              OH      
       432150000           6142213335
2 14 248  WESTGATE MALL                              3190
WESTGATE MALL                  FAIRVIEW PK               
           OH       441260000  2163333351
8 73 712  OHIO FACTORY SHOPS                         8000 FACTORY
SHOPS BLVD.                    JEFFERSONVILLE        OH          
   431280000           6149482100
3 17 262  OKLAHOMA CITY                              50 PENN
PLACE                          OKLAHOMA CITY         OK     
        731180000           4058433557
3 17 263  UTICA SQUARE                               1948 UTICA
SQUARE                         TULSA                           
     OK       741140000  9187445073
3 17 346  WOODLAND HILLS                             7021 S.
MEMORIAL DR. -S 158            TULSA                        
        OK       741330000
4 30 196  PIONEER PLACE                              700 SW 5TH
AVENUE                         PORTLAND                        
     OR       972040000  5032220125
4 30 388  WASHINGTON SQ SHOPPING CT                  9585 WEST
WASHINGTON SQ                  PORTLAND                       
      OR       972230000
8 71 735  THE CROSSINGS                              285
CROSSINGS FACTORY              TANNERSVILLE          PA 
            183720000           7176889605
8 72 706  MILLSTREAM                                 201 OUTLET
DRIVE                          LANCASTER                       
     PA       176020000  7173932074
2 9  44   KING-OF-PRUSSIA PLAZA                      432 GODDARD
BLVD.                          KING-OF-PRUSSIA       PA         
    194060000           2153370143
8 71 700  FRANKLIN MILLS                             1556
FRANKLIN MILLS CI              PHILADELPHIA              
           PA       191540000  2156379410
2 9  55   MT. LEBANON                                1500
WASHINGTON ROAD                MT. LEBANON               
           PA       152280000  4125618753
2 9  46   OXFORD CENTER                              301 GRANT
STREET                         PITTSBURGH                     
      PA       152190000  4122614772
2 9  51   ROSS PARK MALL                             1000 ROSS
PARK MALL DR.                  PITTSBURGH                     
      PA       152370000  4123640170
2 9  52   WALNUT STREET                              1713 WALNUT
STREET                         PHILADELPHIA                     
    PA       191030000  2159779336
2 9  400  KING-OF-PRUSSIA PLAZA                      160 GULPH
MILLS RD                       KING OF PRUSSIA       PA       
      194060000           6103540770
2 9  56   GLEN EAGLE SQUARE                          539
WILMINGTON-W. US202            GLEN MILLS               
            PA       193420000  2155583660
2 9  361  WILLOW GROVE PARK                          2500
MORELAND ROAD                  WILLOW GROVE          PA  
           190900000
2 9  348  SHADYSIDE                                  5407 WALNUT
STREET                         PITTSBURGH                       
    PA       152320000
8 73 719  GROVE CITY                                 I-79 AND RT
208, SUITE 350                 GROVE CITY                       
    PA       161270000  4127485101
2 9  43   ARDMORE                                    23 PARKING
PLAZA                          ARDMORE                         
     PA       190030000  2156424293
5 24 6    WARWICK                                    117 WARWICK
MALL                           WARWICK                          
    RI       028860000  4017379220
3 28 382  HAYWOOD MALL                               700 HAYWOOD
ROAD S1058                     GREENVILLE                       
    SC       296070000  8036273857
3 28 351  MALL AT SHELTER COVE                       24 SHELTER
COVE LANE                      HILTON HEAD                     
     SC       299280000  8038422388
8 72 736  MYRTLE BEACH                                                        
                 MYRTLE BEACH   SC
3 28 325  KING STREET  (CHARLESTON)                  265-267 KING
STREET                         CHARLESTON                        
   SC       294010000  8037228231
3 13 380  WEST TOWN MALL                             7600
KINGSTON PIKE-S 1582           KNOXVILLE                 
           TN       379190000
3 13 279  COOL SPRINGS GALLERIA                      1800
GALLERIA BLVD/S. 1530          FRANKLIN                  
           TN       370640000  6147717232
3 13 384  THE MALL @ GREEN HILLS                     2126 ABBOT
MARTIN ROAD                    NASHVILLE                       
     TN       372150000
3 13 278  HAMILTON PLACE MALL                        2100
HAMILTON PL BLVD               CHATTANOOGA           TN  
           374210000           6158947694
3 13 261  BELLEVUE CENTER                            7620 US HWY
70 SO.                         NASHVILLE                        
    TN       372210000  6156467692
3 13 260  SADDLECREEK                                7614 W.

FARMINGTON BLVD                GERMANTOWN            TN             381380000  
         9017567996
3 17 320  NORTH PARK CENTER                          425 NORTH
PARK CENTER                    DALLAS                         
      TX       752250000  2146915544
3 17 283  DALLAS GALLERIA                            13350 DALLAS
PARKWAY                        DALLAS                            
   TX       752400000  2143864548
8 72 707  SAN MARCOS                                 3939
INTERSTATE HIGHWAY 35          SAN MARCOS                
           TX       786660000  5127546754
8 72 726  GAINESVILLE                                4321 I-H 35
NORTH, SPACE 600               GAINESVILLE                      
    TX       762400000  8176886650
3 17 86   NORTH STAR MALL                            7400 SAN
PEDRO - SUITE 620              SAN ANTONIO                   
       TX       782160000  2103664742
3 17 350  COLLIN CREEK                               811 NORTH
CENTRAL EXPWY                  PLANO                          
      TX       750758815
3 17 344  ARBORETUM MARKET                           9722 GREAT
HILLS TRAIL                    AUSTIN                          
     TX       787590000  5123458307
3 17 356  HIGHLAND MALL                              6001 AIRPORT
ROAD                           AUSTIN                            
   TX       787520000
3 17 357  HULEN MALL                                 4800 SOUTH
HULEN ST.-S 130                FORT WORTH                      
     TX       761320000
3 29 83   TOWN & COUNTRY                             800 WEST
BELT                           HOUSTON                       
       TX       770240000  7139731196
3 29 368  BAYBROOK MALL                              1029
BAYBROOK MALL                  FRIENDSWOOD           TX  
           775460000           7132808331
3 29 281  HOUSTON GALLERIA                           5085
WESTHEIMER SUITE 2880          HOUSTON               TX  
           770560000           7136273722
3 29 266  WILLOWBROOK MALL                           7925 FM 1960
W PH 1096 WILWBR               HOUSTON                           
   TX       770700000  7134696792
3 29 300  RIVER OAKS                                 1992 WEST
GRAY SP609                     HOUSTON                        
      TX       770190000  7139427345
3 17 417  PRESTON PARK VILLAGE                       1900 PRESTON
RD                             PLANO                             
   TX       75093000
3 17 390  UNIVERSITY VILLAGE                     1620 SUNIVERSITY DRIVE
               FORT WORTH                           TX       761070000
3 17 385  HIGHLAND PARK VILLAGE                      47 HIGHLAND
PARK VILLAGE                   DALLAS                           
    TX       752050000  2145224700
3 17 411  COLLECTION @ BWY & SUNSET                  7959
BROADWAY                       SAN ANTONIO               
           TX       782090000
4 31 115  TROLLEY SQUARE                             392 TROLLEY
SQUARE                         SALT LAKE CITY        UT         
    841020000           8013221061
4 31 340  FASHION PLACE                              6191 SOUTH
STATE #201                     MURRAY                          
     UT       841070000  8012611071
1 8  381  FASHION SQUARE                             1554 EAST RIO ROAD
                       CHARLOTTESVILLE       VA             229010000
1 8  130  REGENCY SQUARE                             1404 PARHAM
ROAD                           RICHMOND                         
    VA       232290000  8047412797
1 8  159  SPRINGFIELD MALL                           6453
SPRINGFIELD MALL               SPRINGFIELD               
           VA       221500000  7039719108
1 8  133  CHESTERFIELD TOWN CENTER                   11500

MIDLOTHIAN T'PIKE              RICHMOND                             VA     
  232350000  8047941780
1 8  407  PENTAGON CITY                              1100 SOUTH
HAYES                          ARLINGTON                       
     VA       222020000  7034153170
1 7  312  TYSONS GALLERIA                            2001
INTERNATIONAL DRIVE            MCLEAN                    
           VA       221020000  7039179854
8 72 705  POTOMAC MILLS                              2700 POTOMAC
MILS CIR STE 933               PRINCE WILLIAM        VA          
   221920000           7034915308
1 7  30   TYSON'S CORNER                             TYSON'S

CORNER CENTER                  MCLEAN                               VA      
 221020000  7038930777
1 8  136  RESTON TOWN CTR                            11850 MARKET
STREET                         RESTON                            
   VA       220900000  7037874602
5 6  367  CHURCH ST.  MARKET PLACE                   ONE CHURCH
STREET                         BURLINGTON                      
     VT       054020000  8028604746
4 30 413  SOUTHCENTER MALL                           633
SOUTHCENTER                                          TUKWILA 
                           WA     981880000
4 30 285  BELLEVUE SQUARE                            BELLEVUE
SQUARE # 1001                  BELLEVUE                      
       WA       980040000  2064553470
4 30 194  CITY CENTRE                                1420 FIFTH
AVENUE                         SEATTLE                         
     WA       981010000  2066234818
8 74 738  SUPERMALL                                  1101
SUPERMALL WAY                  SEATTLE                   
           WA       980010000
2 27 401  MAYFAIR MALL                               2500 N.
MAYFAIR ROAD-SP 0-28           WAUWATOSA             WI     
        532260000           4147749222

                            ANNEX III
                                
                           UCC FILINGS
                                
                          See Attached.
                    UCC Filing Jurisdictions

AnnTaylor, Inc.

Alabama             Secretary of State
Arizona             Secretary of State
Arkansas            Secretary of State
                                   Office of the Clerk of the
                    Circuit Court and
                                    Ex Officio Recorder of
                    Pulaski County
California          Secretary of State
Colorado            Secretary of State
Connecticut         Secretary of State
Delaware            Secretary of State
District of
 Columbia           Recorder of Deeds of the District of Columbia
Florida             Secretary of State
Georgia             Clerk of the Superior Court of Fulton County
Hawaii              Registrar of Conveyances
Illinois            Secretary of State
Indiana             Secretary of State
Kentucky            Secretary of State of the Commonwealth of
                                    Kentucky
                                   Office of the County Clerk of
                    Jefferson
                                    County
Louisiana           Recorder of Mortgages of Orleans Parish
Maryland            Maryland State Department of Assessments and
                                    Taxation
Massachusetts       Secretary of Commonwealth
Michigan            Secretary of State
Minnesota           Secretary of State
Mississippi         Secretary of State
                    Chancery Clerk of Madison County
Missouri            Secretary of State
Nebraska            Secretary of State
Nevada              Secretary of State
New Hampshire       Secretary of State
New Jersey          Secretary of State
New Mexico          Secretary of State
New York            Department of State
North Carolina      Secretary of State
Ohio                Secretary of State
Oklahoma            County Clerk of Oklahoma County
Oregon              Secretary of State
Pennsylvania        Secretary of the Commonwealth
Rhode Island        Secretary of State
South Carolina      Secretary of State
Tennessee           Secretary of State
Texas               Secretary of State
Utah                Division of Corporations and Commercial Code
Vermont             Secretary of State
                    Town Clerk of Burlington
Virginia            State Corporation Commission
Washington          Department of Licensing
Wisconsin           Secretary of State
                                

