



098888\0048\00067\959LG3XD.GUA
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098888\0048\00067\959LG3XD.GUA
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                                                   EXECUTION COPY



                          ATSC GUARANTY

     THIS AMENDED AND RESTATED GUARANTY (as such agreement may be
amended,  supplemented or otherwise modified from time  to  time,
this  "Guaranty")  dated as of September  29,  1995  is  made  by
ANNTAYLOR  STORES CORPORATION, a Delaware corporation,  with  its
principal  place of business at 142 West 57th Street,  New  York,
New  York  10019 (the "Guarantor"), in favor of BANK  OF  AMERICA
NATIONAL  TRUST AND SAVINGS ASSOCIATION, with an office  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:

      ANNTAYLOR,  INC.,  a  Subsidiary  of  the  Guarantor,  (the
"Borrower"), 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 parties to  the  Credit
Agreement  (such  financial institutions being collectively,  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 herein as defined in  the
Credit  Agreement), which provides for the Lenders to make  Loans
to  the  Borrower and for the Issuing Banks to issue  Letters  of
Credit.   The  Credit Agreement amends and restates the  existing
credit  agreement, dated as of July 29, 1994, as  amended,  among
the   parties   thereto,  which  existing  credit  agreement   is
guaranteed  by  the  Guaranty, dated as of  July  29,  1994  (the
"Existing  Guaranty").   It  is  a  condition  precedent  to  the
effectiveness of the Credit Agreement that the Existing  Guaranty
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 the Issuing
Banks  to issue the Letters of Credit under the Credit Agreement,
the Guarantor agrees, and the Agent, by acceptance hereof, hereby
agrees, that the Existing Guaranty is hereby amended and restated
in its entirety as follows:

     1.   Guaranty.

      (a)   The  Guarantor hereby unconditionally and irrevocably
guarantees to the Agent, for its benefit and the benefit  of  the
Lenders  and the Issuing Banks, the full and prompt payment  when
due,  whether  at maturity or earlier, by reason of acceleration,
mandatory  prepayment or otherwise, and in  accordance  with  the
terms  and  conditions of the Credit Agreement,  of  all  of  the
Obligations,  whether  or  not  from  time  to  time  reduced  or
extinguished or hereafter increased or incurred, whether  or  not
recovery may be or hereafter may become barred by any statute  of
limitations, and whether enforceable or unenforceable as  against
the  Borrower, now or hereafter existing, or due or to become due
(all   such  indebtedness,  liabilities  and  obligations   being
hereinafter   collectively  referred  to   as   the   "Guaranteed
Obligations").

      (b)  The Guarantor further agrees that, if any payment made
by the Borrower or any other person and applied to the Guaranteed
Obligations  is  at  any  time annulled,  set  aside,  rescinded,
invalidated,  declared  to  be  fraudulent  or  preferential   or
otherwise  required to be refunded or repaid, or the proceeds  of
Collateral are required to be returned by the Agent, any  of  the
Lenders  or  the  Issuing  Banks to  the  Borrower,  its  estate,
trustee,   receiver  or  any  other  party,  including,   without
limitation,  the Guarantor, under any bankruptcy  law,  state  or
federal  law, common law or equitable cause, then, to the  extent
of such payment or repayment, the Guarantor's liability hereunder
(and  any  lien,  security interest or other collateral  securing
such liability) shall be and remain in full force and effect,  as
fully  as  if  such  payment had never been made,  or,  if  prior
thereto  this  Guaranty shall have been cancelled or  surrendered
(and  if any lien, security interest or other collateral securing
Guarantor's  liability  hereunder shall  have  been  released  or
terminated  by  virtue of such cancellation or  surrender),  this
Guaranty  (and such lien, security interest or other  collateral)
shall  be  reinstated in full force and effect,  and  such  prior
cancellation or surrender shall not diminish, release, discharge,
impair  or  otherwise affect the obligations of the Guarantor  in
respect  of  the  amount of such payment (or any  lien,  security
interest or other collateral securing such obligation).

      (c)   The  Guarantor further agrees to pay  all  costs  and
expenses  upon  demand including, without limitation,  all  court
costs  and  reasonable  attorneys'  fees  and  expenses  paid  or
incurred  by the Agent (i) in endeavoring to collect all  or  any
part of the Guaranteed Obligations after the same become due  and
owing  from, or in prosecuting any action against, the  Guarantor
or  any  other  guarantor of all or any part  of  the  Guaranteed
Obligations  or (ii) in endeavoring to realize upon  (whether  by
judicial,  non-judicial or other proceedings) any  Collateral  or
any  other collateral securing Guarantor's liabilities under this
Guaranty.

     2.   Representations and Warranties.

      The  Guarantor hereby represents and warrants to the  Agent
that each representation and warranty made by Borrower in Article
V of the Credit Agreement applicable to the Guarantor is true and
correct,  which  representations  and  warranties  (except   such
representations and warranties which are expressly made as  of  a
different date) shall survive the execution and delivery of  this
Guaranty, and shall, except to the extent that the same have been
modified by a writing delivered to and accepted in writing by the
Agent,  and,  other  than with respect to  changes  permitted  or
contemplated  by the Credit Agreement, continue to  be  true  and
correct on the date of each Loan, and on the date of issuance  of
each Letter of Credit.

     3.   Waivers; Other Agreements.

      (a)   The Agent is hereby authorized, without notice to  or
demand  upon  the Guarantor, which notice or demand is  expressly
waived hereby, and without discharging or otherwise affecting the
obligations  of  the  Guarantor  hereunder  (which  shall  remain
absolute  and  unconditional notwithstanding any such  action  or
omission to act), from time to time, to:

          (i)  supplement, renew, extend, accelerate or otherwise
     change the time for payment of, or other terms relating  to,
     the  Guaranteed Obligations, or otherwise modify,  amend  or
     change  the terms of any promissory note or other agreement,
     document  or instrument (including the Credit Agreement  and
     the  other Loan Documents) now or hereafter executed by  the
     Borrower  and  delivered  to the Agent,  including,  without
     limitation, any increase or decrease of the rate of interest
     thereon;

           (ii)  waive or otherwise consent to noncompliance with
     any  provision  of any instrument evidencing the  Guaranteed
     Obligations, or any part thereof, or any other instrument or
     agreement   in   respect   of  the  Guaranteed   Obligations
     (including   the  Credit  Agreement  and  the   other   Loan
     Documents)  now  or hereafter executed by the  Borrower  and
     delivered to the Agent;

           (iii)   accept  partial  payments  on  the  Guaranteed
     Obligations;

           (iv)   receive, take and hold additional  security  or
     collateral for the payment of the Guaranteed Obligations, or
     for  the  payment of any other guaranties of the  Guaranteed
     Obligations  or  other  liabilities  of  the  Borrower,  and
     exchange,  enforce, waive, substitute, liquidate, terminate,
     abandon,  fail to perfect, subordinate, transfer,  otherwise
     alter   and   release  any  such  additional   security   or
     collateral;

           (v)  apply any and all such security or collateral and
     direct the order or manner of sale thereof as the Agent  may
     determine in its sole discretion;

          (vi)  settle, release, compromise, collect or otherwise
     liquidate  the Guaranteed Obligations or accept, substitute,
     release,  exchange or otherwise alter, affect or impair  any
     security or collateral for the Guaranteed Obligations or any
     other guaranty therefor, in any manner;

          (vii)  add, release or substitute any one or more other
     guarantors,   makers   or  endorsers   of   the   Guaranteed
     Obligations  and  otherwise deal with the  Borrower  or  any
     other guarantor, maker or endorser as the Agent may elect in
     its sole discretion;

           (viii)  apply any and all payments or recoveries  from
     the Borrower, from any other guarantor, maker or endorser of
     the  Guaranteed  Obligations or from the  Guarantor  to  the
     Guaranteed Obligations to the Obligations in such  order  as
     provided  in  subsection 2.06(b) of  the  Credit  Agreement,
     whether such Guaranteed Obligations are secured or unsecured
     or guaranteed or not guaranteed by others;

          (ix)  apply any and all payments or recoveries from the
     Guarantor or any other guarantor, maker or endorser  of  the
     Guaranteed  Obligations  or  sums  realized  from   security
     furnished  by any of them upon any of their indebtedness  or
     obligations  to  the  Agent  as  the  Agent  in   its   sole
     discretion,  may determine, whether or not such indebtedness
     or obligations relate to the Guaranteed Obligations; and

            (x)    refund  at  any  time,  at  the  Agent's  sole
     discretion, any payment received by the Agent in respect  of
     any  Guaranteed Obligations, and payment to the Agent of the
     amount  so  refunded shall be fully guaranteed  hereby  even
     though prior thereto this Guaranty shall have been cancelled
     or  surrendered  (or  any  release  or  termination  of  any
     collateral  by virtue thereof) by the Agent, and such  prior
     cancellation  or  surrender  shall  not  diminish,  release,
     discharge, impair or otherwise affect the obligations of the
     Guarantor  hereunder in respect of the  amount  so  refunded
     (and  any  collateral  so released or  terminated  shall  be
     reinstated with respect to such obligations);

even  if any right of reimbursement or subrogation or other right
or  remedy of the Guarantor is extinguished, affected or impaired
by  any  of  the  foregoing (including, without  limitation,  any
election  of remedies by reason of any judicial, non-judicial  or
other  proceeding in respect of the Guaranteed Obligations  which
impairs   any  subrogation,  reimbursement  or  other  right   of
Guarantor).

      (b)  The Guarantor hereby agrees that its obligations under
this  Guaranty are absolute and unconditional and  shall  not  be
discharged or otherwise affected as a result of:

          (i)  the invalidity or unenforceability of any security
     for  or other guaranty of the Guaranteed Obligations  or  of
     any  promissory  note or other document (including,  without
     limitation, the Credit Agreement) evidencing all or any part
     of  the Guaranteed Obligations, or the lack of perfection or
     continuing perfection or failure of priority of any security
     for   the  Guaranteed  Obligations  or  any  other  guaranty
     therefor;

           (ii)  the  absence  of  any  attempt  to  collect  the
     Guaranteed  Obligations  from  the  Borrower  or  any  other
     guarantor or other action to enforce the same;

           (iii)   failure  by  the Agent to take  any  steps  to
     perfect  and  maintain  any  security  interest  in,  or  to
     preserve any rights to, any security or collateral  for  the
     Guaranteed Obligations or any other guaranty therefor;

          (iv) the Agent's election, in any proceeding instituted
     under  Chapter 11 of Title 11 of the United States Code  (11
     U.S.C.  101  et  seq.) (the "Bankruptcy  Code"),  of  the
     application of Section 1111(b)(2) of the Bankruptcy Code;

           (v)  any borrowing or grant of a security interest  by
     the  Borrower,  as  debtor-in-possession,  or  extension  of
     credit, under Section 364 of the Bankruptcy Code;

           (vi)   the  disallowance, under  Section  502  of  the
     Bankruptcy  Code,  of  all or any  portion  of  the  Agent's
     claim(s) for repayment of the Guaranteed Obligations;

           (vii)  any use of cash collateral under Section 363 of
     the Bankruptcy Code;

            (viii)   any  agreement  or  stipulation  as  to  the
     provision   of   adequate  protection  in   any   bankruptcy
     proceeding;

           (ix)   the avoidance of any lien in favor of the Agent
     for any reason;

            (x)    any  bankruptcy,  insolvency,  reorganization,
     arrangement,   readjustment   of   debt,   liquidation    or
     dissolution proceeding commenced by or against Borrower, the
     Guarantor   or  any  other  guarantor,  maker  or  endorser,
     including  without limitation, any discharge of, or  bar  or
     stay  against  collecting,  all or  any  of  the  Guaranteed
     Obligations (or any interest thereon) in or as a  result  of
     any such proceeding;

           (xi)   failure by the Agent to file or enforce a claim
     against  the  Borrower or its estate in  any  bankruptcy  or
     insolvency case or proceeding;

          (xii)  any action taken by the Agent that is authorized
     by this Guaranty;

           (xiii)   any  election  by  the  Agent  under  Section
     9-501(4)  of the Uniform Commercial Code as enacted  in  any
     relevant  jurisdiction (the "Code") as to any  security  for
     the Guaranteed Obligations or any guaranty of the Guaranteed
     Obligations; or

           (xiv)   any  other circumstance which might  otherwise
     constitute  a legal or equitable discharge or defense  of  a
     guarantor.

     (c)  The Guarantor hereby waives:

          (i)  any requirements of diligence or promptness on the
     part of the Agent;

          (ii) presentment, demand for payment or performance and
     protest and notice of protest with respect to the Guaranteed
     Obligations;

          (iii)  notices (A) of nonperformance, (B) of acceptance
     of   this  Guaranty,  (C)  of  default  in  respect  of  the
     Guaranteed  Obligations, (D) of the existence,  creation  or
     incurrence of new or additional indebtedness, arising either
     from additional loans extended to the Borrower or otherwise,
     (E)  that  the  principal amount, or  any  portion  thereof,
     and/or any interest on any instrument or document evidencing
     all or any part of the Guaranteed Obligations is due, (F) of
     any  and  all proceedings to collect from the Borrower,  any
     endorser  or any other guarantor of all or any part  of  the
     Guaranteed  Obligations, or from anyone  else,  and  (G)  of
     exchange, sale, surrender or other handling of any  security
     or  collateral given to the Agent to secure payment  of  the
     Guaranteed Obligations or any guaranty therefor;

           (iv)  any  right to require the Agent to  (a)  proceed
     first  against the Borrower, or any other person whatsoever,
     (b) proceed against or exhaust any security given to or held
     by  the Agent in connection with the Guaranteed Obligations,
     or  (c)  pursue  any  other  remedy  in  the  Agent's  power
     whatsoever;

            (v)   any  defense  arising  by  reason  of  (a)  any
     disability  or  other  defense  of  the  Borrower,  (b)  the
     cessation from any cause whatsoever of the liability of  the
     Borrower,  (c)  any act or omission of the Agent  or  others
     which  directly  or  indirectly,  by  operation  of  law  or
     otherwise,  results in or aids the discharge or  release  of
     the  Borrower or any security given to or held by the  Agent
     in connection with the Guaranteed Obligations;

           (vi)   any  and  all other suretyship  defenses  under
     applicable law; and

           (vii)   the  benefit  of  any statute  of  limitations
     affecting  the  Guaranteed Obligations  or  the  Guarantor's
     liability hereunder or the enforcement hereof.

In  connection  with the foregoing, the Guarantor covenants  that
this  Guaranty  shall  not  be  discharged,  except  by  complete
performance of the obligations contained herein.

     (d)  The Guarantor hereby assumes responsibility for keeping
itself  informed of the financial condition of the  Borrower,  of
any  and  all endorsers and/or other guarantors of any instrument
or  document  evidencing  all  or  any  part  of  the  Guaranteed
Obligations and of all other circumstances bearing upon the  risk
of  nonpayment of the Guaranteed Obligations or any part  thereof
that  diligent  inquiry  would reveal and  the  Guarantor  hereby
agrees  that  the  Agent shall not have any duty  to  advise  the
Guarantor  of  information  known to  the  Agent  regarding  such
condition or any such circumstances.

      (e)   Notwithstanding  anything to  the  contrary  in  this
Guaranty,  the  Guarantor hereby irrevocably  waives  all  rights
which  may  have  arisen in connection with this Guaranty  to  be
subrogated to any of the rights (whether contractual,  under  the
Bankruptcy Code, including Section 509 thereof, under common  law
or  otherwise)  of  the Agent, the Lenders or the  Issuing  Banks
against  the  Borrower  or  against any  collateral  security  or
guarantee or right of offset held by such Person for the  payment
of  the  Obligations.   The Guarantor hereby further  irrevocably
waives all contractual, common law, statutory or other rights  of
reimbursement,  contribution, exoneration or  indemnity  (or  any
similar  right) from or against the Borrower or any other  Person
which may have arisen in connection with this Guaranty.  So  long
as  the  Obligations remain outstanding, if any amount  shall  be
paid  by or on behalf of the Borrower to the Guarantor on account
of  any of the rights waived in this paragraph, such amount shall
be held by the Guarantor in trust, segregated from other funds of
such  Guarantor,  and  shall,  forthwith  upon  receipt  by  such
Guarantor, be turned over to the Agent in the exact form received
by the Guarantor (duly indorsed by the Guarantor to the Agent, if
required), to be applied against the Obligations, whether matured
or  unmatured,  in  such order as the Agent may  determine.   The
provisions  of  this paragraph shall survive  the  term  of  this
Guaranty  and  the  payment in full of the  Obligations  and  the
termination  of the commitments of the Lenders to  extend  credit
under the Credit Agreement.

      (f)   The Guarantor hereby agrees that any indebtedness  of
the  Borrower now or hereafter owing to the Guarantor  is  hereby
subordinated  to  all  of  the  Guaranteed  Obligations,  whether
heretofore,  now or hereafter created (the "Subordinated  Debt"),
and that without the prior consent of the Agent, the Subordinated
Debt  shall  not be paid in whole or in part until the Guaranteed
Obligations  have  been  paid in full,  the  commitments  of  the
Lenders  to  extend credit under the Credit Agreement  have  been
terminated and the Credit Agreement has been terminated and is of
no further force or effect, except that payments of principal and
interest on the Subordinated Debt shall be permitted so  long  as
no  Potential  Event  of Default or Event of Default  shall  have
occurred and be continuing to the extent such payments would  not
render  the  Borrower  incapable  of  performing  the  Guaranteed
Obligations.  The Guarantor will not accept any payment of or  on
account of any Subordinated Debt at any time in contravention  of
the  foregoing.  At the request of the Agent, the Borrower  shall
pay to the Agent all or any part of the Subordinated Debt and any
amount  so paid to the Agent shall be applied to payment  of  the
Guaranteed  Obligations.  Each payment on the  Subordinated  Debt
received  in violation of any of the provisions hereof  shall  be
deemed  to  have  been received by Guarantor as trustee  for  the
Agent  and shall be paid over to the Agent immediately on account
of the Guaranteed Obligations, but without otherwise affecting in
any  manner the Guarantor's liability under any of the provisions
of  this  Guaranty.   The Guarantor agrees  to  file  all  claims
against  the  Borrower in any bankruptcy or other  proceeding  in
which  the filing of claims is required by law in respect of  any
Subordinated Debt, and the Agent shall be entitled to all of  the
Guarantor's  right thereunder.  If for any reason  the  Guarantor
fails  to file such claim at least thirty (30) days prior to  the
last date on which such claim should be filed, the Agent, as  the
Guarantor's attorney-in-fact, is hereby authorized to  do  so  in
the  Guarantor's  name or, in the Agent's discretion,  to  assign
such claim to and cause proof of claim to be filed in the name of
the  Agent  or  its  nominee.   In all  such  cases,  whether  in
administration,  bankruptcy or otherwise, the person  or  persons
authorized  to  pay such claim shall pay to the  Agent  the  full
amount  payable on the claim in the proceeding, and, to the  full
extent  necessary for that purpose, the Guarantor hereby  assigns
to   the  Agent  all  Guarantor's  rights  to  any  payments   or
distributions to which the Guarantor otherwise would be entitled.
If  the  amount so paid is greater than the Guarantor's liability
hereunder,  the  Agent will pay the excess amount  to  the  party
entitled  thereto.   In addition, the Guarantor  hereby  appoints
Agent  as its attorney-in-fact to exercise all of the Guarantor's
voting rights in connection with any bankruptcy proceeding or any
plan for the reorganization of the Borrower.

       (g)    The  Guarantor  shall  comply  with  all  covenants
applicable  to it under the Credit Agreement and shall  otherwise
take  no action which will cause an Event of Default or Potential
Event of Default under the Credit Agreement.  The Guarantor shall
also  cause  the Borrower to comply with all covenants applicable
to the Borrower under the Credit Agreement.

4.  Default, Remedies.

       (a)   The  obligations  of  the  Guarantor  hereunder  are
independent  of and separate from the Guaranteed Obligations  and
the   obligations  of  any  other  guarantor  of  the  Guaranteed
Obligations.  If any of the Guaranteed Obligations are  not  paid
when due, or upon any Event of Default or any default by Borrower
as provided in any other instrument or document evidencing all or
any  part  of the Guaranteed Obligations, the Agent may,  at  its
sole  election,  proceed directly and at  once,  without  notice,
against  the Guarantor to collect and recover the full amount  or
any   portion  of  the  Guaranteed  Obligations,  without   first
proceeding  against the Borrower or any other  guarantor  of  the
Guaranteed  Obligations,  or  against  any  Collateral  for   the
Guaranteed  Obligations  under  the  ATSC  Pledge  Agreement   or
otherwise   against   any  Collateral  under   other   Collateral
Documents.

       (b)    At  any  time  after  maturity  of  the  Guaranteed
Obligations,  the Agent may, without notice to the Guarantor  and
regardless  of  the acceptance of any security or collateral  for
the  payment hereof, appropriate and apply toward the payment  of
the  Guaranteed Obligations (i) any indebtedness due or to become
due  from the Agent to the Guarantor and (ii) any moneys, credits
or  other property belonging to the Guarantor at any time held by
or  coming  into  the  possession of the  Agent  or  any  of  its
affiliates.

     (c)  The Guarantor hereby authorizes and empowers the Agent,
in  its  sole  discretion,  without any  notice  (except  notices
required by law to the extent such notice as a matter of law  may
not  be waived) or demand to the Guarantor whatsoever and without
affecting  the liability of the Guarantor hereunder, to  exercise
any  right  or remedy which the Agent may have available  to  it,
including but not limited to, foreclosure by one or more judicial
or nonjudicial sales, and the Guarantor hereby waives any defense
to  the  recovery  by  the Agent against  the  Guarantor  of  any
deficiency  after such action, notwithstanding any impairment  or
loss of any right of reimbursement, contribution, subrogation  or
other  right  or  remedy  against  the  Borrower,  or  any  other
guarantor,  maker  or endorser, or against any security  for  the
Guaranteed  Obligations  or for any guaranty  of  the  Guaranteed
Obligations.  No exercise by the Agent of, and no omission of the
Agent  to exercise, any power or authority recognized herein  and
no  impairment or suspension of any right or remedy of the  Agent
against the Guarantor, any other guarantor, maker or endorser  or
any  security  shall  in  any  way suspend,  discharge,  release,
exonerate  or otherwise affect any of the Guarantor's obligations
hereunder or give to the Guarantor any right of recourse  against
the Agent, the Lenders or the Issuing Banks.

      (d)  The Guarantor consents and agrees that the Agent shall
not be under any obligation to make any demand upon or pursue  or
exhaust any of its rights or remedies against the Borrower or any
guarantor or others with respect to the payment of the Guaranteed
Obligations,  or  to  pursue or exhaust  any  of  its  rights  or
remedies with respect to any security therefor, or any direct  or
indirect  guaranty thereof or any security for any such guaranty,
or  to marshal any assets in favor of the Guarantor or against or
in  payment  of  any or all of the Guaranteed Obligations  or  to
resort  to  any  security or any such guaranty in any  particular
order,  and  all of its rights hereunder, under the  ATSC  Pledge
Agreement and the other Loan Documents shall be cumulative.   The
Guarantor hereby agrees to waive, and does hereby absolutely  and
irrevocably  waive and relinquish the benefit and  advantage  of,
and  does  hereby covenant not to assert against  the  Agent  any
valuation,  stay,  appraisal, extension or  redemption  laws  now
existing  or  which  may  hereafter exist  which,  but  for  this
provision,  might  be  applicable to  any  sale  made  under  the
judgment,  order or decree of any court, or privately  under  the
power  of  sale  conferred by this Guaranty or  the  ATSC  Pledge
Agreement.  Without limiting the generality of the foregoing, the
Guarantor  hereby agrees that it will not invoke or  utilize  any
law  which might cause delay in or impede the enforcement of  the
rights  under this Guaranty, the ATSC Pledge Agreement or any  of
the other Loan Documents.

5.  Miscellaneous.

     (a)  This Guaranty shall be irrevocable as to any and all of
the  Guaranteed Obligations until the Credit Agreement  has  been
terminated, the commitments of the Lenders to extend credit under
the  Credit  Agreement have been terminated  and  all  Guaranteed
Obligations then outstanding have been repaid.

      (b)  This Guaranty shall be binding upon the Guarantor  and
upon  its successors and assigns, heirs and legal representatives
and  shall inure to the benefit of the Agent, the Lenders and the
Issuing Banks; all references herein to the Borrower and  to  the
Guarantor  shall  be  deemed  to  include  their  successors  and
assigns,  heirs  and  legal representatives as  applicable.   The
Borrower's  successors  and  assigns shall  include  a  receiver,
trustee  or  debtor-in-possession of or for  the  Borrower.   All
references to the singular shall be deemed to include the  plural
where  the  context so requires.  The Guarantor acknowledges  the
Agent's acceptance hereof and reliance hereon.

      (c)   No delay on the part of the Agent in the exercise  of
any  right  or remedy shall operate as a waiver thereof,  and  no
single  or  partial exercise by the Agent of any right or  remedy
shall  preclude  any  further exercise  thereof;  nor  shall  any
modification or waiver of any of the provisions of this  Guaranty
be  binding  upon the Agent, except as expressly set forth  in  a
writing  duly signed and delivered by the Agent or on the Agent's
behalf  by  an  authorized officer or agent of  the  Agent.   The
Agent's failure at any time or times hereafter to require  strict
performance  by  the Borrower or of the Guarantor  or  any  other
guarantor  of  any  of  the  provisions,  warranties,  terms  and
conditions  contained in any promissory note, security agreement,
agreement, guaranty, instrument or document now or at any time or
times hereafter executed by the Borrower or the Guarantor or  any
other  guarantor  and  delivered to the Agent  shall  not  waive,
affect  or diminish any right of the Agent at any time  or  times
hereafter  to  demand strict performance thereof and  such  right
shall  not  be deemed to have been waived by any act or knowledge
of  the  Agent,  its agents, officers or employees,  unless  such
waiver  is  contained in an instrument in writing  signed  by  an
officer or agent of the Agent and directed to the Borrower or the
Guarantor, or either of them (as the case may be) specifying such
waiver.  No waiver by the Agent of any default shall operate as a
waiver  of  any  other default or the same default  on  a  future
occasion, and no action by the Agent permitted hereunder shall in
any way affect or impair the Agent's rights or the obligations of
the  Guarantor under this Guaranty.  Any determination by a court
of  competent jurisdiction of the amount of any principal  and/or
interest  owing by the Borrower to the Agent shall be  conclusive
and  binding on the Guarantor irrespective of whether  it  was  a
party to the suit or action in which such determination was made.

      (d)   THIS  GUARANTY 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 Guaranty  shall
be  interpreted  in  such a manner as to be effective  and  valid
under applicable law, but if any provision of this Guaranty 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 Guaranty.

      (e)  Consent to Jurisdiction and Service of Process; Waiver
of  Jury  Trial.   ALL JUDICIAL PROCEEDINGS BROUGHT  AGAINST  THE
GUARANTOR  WITH  RESPECT TO THIS GUARANTY 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 GUARANTY,  THE
GUARANTOR  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  FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS  AVAILABLE.
THE  GUARANTOR 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 GUARANTOR AND, BY ACCEPTANCE  HEREOF,
THE  AGENT AND THE LENDERS, IRREVOCABLY WAIVES (A) TRIAL BY  JURY
IN  ANY ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY
OTHER  LOAN  DOCUMENT, 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 GUARANTY IN ANY JURISDICTION SET  FORTH  ABOVE.
NOTHING  HEREIN  SHALL AFFECT THE RIGHT TO SERVE PROCESS  IN  ANY
OTHER MANNER PERMITTED BY LAW.

     (f)  This Guaranty (and any instrument or agreement granting
or  creating  any  security for this Guaranty) contains  all  the
terms  and conditions of the agreement between the Agent and  the
Guarantor  relating to the subject matter hereof.  The  terms  or
provisions of this Guaranty may not be waived, altered,  modified
or  amended  except in writing duly executed by the party  to  be
charged thereby.

      (g)   Neither  the  Agent  nor its  Affiliates,  directors,
officers, agents, attorneys or employees shall be liable  to  the
Guarantor for any action taken, or omitted to be taken, by it  or
them  or  any  of  them under this Guaranty, or  the  other  Loan
Documents or in connection therewith except that no person  shall
be  relieved  of  any liability for gross negligence  or  willful
misconduct  as  determined by a final  judgment  of  a  court  of
competent jurisdiction.

      (h)   The  Guarantor warrants and agrees that each  of  the
waivers  set forth in this Guaranty are made with full  knowledge
of  their  significance  and consequences,  and  that  under  the
circumstances,  the  waivers  are reasonable.   If  any  of  said
waivers  are determined to be contrary to any applicable  law  or
public  policy,  such  waivers shall be  effective  only  to  the
maximum  extent  permitted  by  law.   Should  any  one  or  more
provisions  of  this  Guaranty be determined  to  be  illegal  or
unenforceable,  all  other provisions hereof  shall  nevertheless
remain effective.

     (i)  Wherever possible each provision of this Guaranty shall
be  interpreted in such manner as to be effective and valid under
applicable  law, but if any provision of this Guaranty  shall  be
prohibited by or invalid under such law, such provision shall  be
ineffective  to  the  extent  of such prohibition  or  invalidity
without  invalidating  the remainder of  such  provision  or  the
remaining provisions of this Guaranty.

      (j)  Captions are for convenience only and shall not affect
the meaning of any term or provision of this Guaranty.

      (k)   All  notices  and other communications  provided  for
hereunder  shall be given in the manner set forth in  the  Credit
Agreement  and to the addresses set forth in the Credit Agreement
or,  in  the  case of the Guarantor, at its addresses  set  forth
above.

      IN WITNESS WHEREOF, undersigned have made this Guaranty  as
of the date first above written.


                              ANNTAYLOR STORES CORPORATION

                              By:  /s/ 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

     Title: Vice President

