



098888\0048\00067\959LG5H6.SCA
                             - 20 -



098888\0048\00067\959LG5H6.SCA
                             - 21 -
                                                 EXECUTETION COPY

                      ATSC 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  STORES  CORPORATION,  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:

       ANNTAYLOR,  INC.,  a  Subsidiary  of  the  Grantor,   (the
"Borrower"), the Agent, BA Securities, Inc., as Arranger, Bank of
America  National Trust and Fleet Bank, National Association,  as
Co-Agents,  and certain financial institutions currently  and  in
the  future to be 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 the Loans and the Issuing  Banks
to  issue the Letters of Credit.  The Credit Agreement amends and
restates  an existing credit agreement among the parties thereto,
which  existing  credit agreement was guaranteed by  the  Grantor
pursuant  to  the  Guaranty, dated  as  of  July  29,  1994  (the
"Existing Guaranty").  The Existing Guaranty was secured pursuant
to the Pledge Agreement, dated as of July 29, 1994 (the "Existing
Pledge  Agreement"), between the Grantor and  the  Agent.   As  a
condition  precedent to the effectiveness of the Credit Agreement
(i)  the Existing Guaranty is being amended and restated  by  the
Guaranty, dated as of the date hereof, by the Grantor in favor of
the  Agent  (as amended, supplemented or otherwise modified  from
time  to  time,  the  "Guaranty") and (ii)  the  Existing  Pledge
Agreement is being amended and restated in its entirety hereby.

      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
Guaranteed Obligations (as defined in the Guaranty) and all other
obligations of the Grantor under the Guaranty, 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; 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.

      Section 2.  Grantor Remains Liable.  Anything herein to the
contrary  notwithstanding, 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 anytime 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  to  this  Agreement  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  inter
     ests or other encumbrances, except (other than in respect of
     Pledged  Collateral  described in (e)  below)  as  expressly
     permitted  by  subsection 8.02(b) of the  Credit  Agreement.
     Since  the  date of its incorporation, Grantor has conducted
     business  only  under its own corporate name (including  its
     former  corporate name, AnnTaylor Holdings,  Inc.)  and  not
     under any trade name or other name.

           (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 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 (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 Guaranteed Obligations, and  all
     filings  and other actions necessary or desirable to perfect
     such security interest under the Uniform Commercial Code  as
     enacted in any relevant jurisdiction have been duly taken or
     will  be duly taken not later than five Business Days  after
     the  date  hereof  (all such actions  being  the  filing  of
     financing statements in the filing offices listed  on  Annex
     III  hereto).   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  Guaranteed
     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  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 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.   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 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 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.

           (c)   Maintain  the  same  or substantially  the  same
     insurance with respect to its properties as Borrower may  be
     required  to  maintain  under Section  7.05  of  the  Credit
     Agreement with respect to its properties and to comply  with
     the terms thereof.

          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 Guaranteed
          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.  Payment of Taxes and Claims.  The Grantor shall
pay   (i)  all  taxes,  assessments  and  other  charges  of  any
Governmental  Authority  imposed  upon  it  or  on  any  of   the
Collateral  before any penalty or interest accrues  thereon,  and
(ii) all claims (including, without limitation, claims for labor,
services,  materials and supplies) for sums materially  adversely
affecting  the Collateral, which have become due and payable  and
which by law have or may become a lien or other encumbrance  upon
any  of the Collateral prior to the time when any penalty or fine
shall  be  incurred with respect thereto; provided that  no  such
taxes, assessments and charges of any such governmental authority
referred  to in clause (i) above or claims referred to in  clause
(ii)  above need to be paid if being contested in good  faith  by
appropriate   proceedings  promptly  instituted  and   diligently
conducted  and enforcement thereof is stayed and if a reserve  or
other  appropriate  provision required in  conformity  with  GAAP
shall have been made therefor.

      Section  10.   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:

          (a)  to obtain and adjust insurance required to be paid
     to the Agent pursuant to Section 6(c) hereof,

                     (i)   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,

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

                    (iii) to sell or assign any Account upon such
          terms,  for  such amount and at such time or  times  as
          Agent  deems  advisable, to settle, adjust, compromise,
          extend or renew any Account or to discharge and release
          any Account,

                    (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 10 and no exercise by the
Agent  of the rights and powers granted in this Section 10  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 11.  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 15 hereof.

      Section  12.  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 any of them, 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 Guaranteed Obligations.

      Section 13.  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 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 16 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  Guaranteed Obligations.  Any surplus of  such  cash  or
     cash  proceeds held by the Agent and remaining after payment
     in  full  of  all  the  Guaranteed  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 14.  Registration Rights.

          (a)  If the Agent shall determine to exercise its right
     to  sell  all  or any of the Pledged Collateral pursuant  to
     Section 13 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  state
     ment 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  13  hereof without making a request of the  Grantor
     pursuant to Section 14(a) hereof shall not by the sole  fact
     of such sale be deemed to be commercially unreasonable.

      Section  15.   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 16.  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  they such waiver or consent shall  be  effective
only  in  the specific instance and for the specific purpose  for
which given.

     Section 17.  Notices.  All notices and other
communications  provided for hereunder  shall  be  given  in  the
manner set forth in the Credit Agreement and to the address 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 18.  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 Guaranteed 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 Guaranteed 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.

      Section  19.  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 20.  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.
     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 STORES CORPORATION


                                   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, Inc.          Common              2              1


                            ANNEX I-B
                                
                          PLEDGED DEBT
                                
                              NONE
                            ANNEX II
                                
                     LOCATIONS OF EQUIPMENT

142 West 57th Street
New York, NY  10019


                            ANNEX III
                                
                           UCC FILINGS

          Jurisdiction                       Filing Office

          New York                           Secretary of State
          New York                           New York County


