
                                
                                
                                
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C.  20549
                                
                                
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                              1934
                                
                                
Date of Report (Date of earliest event reported)September 29,
1995
                                
                         ANNTAYLOR, INC.
     (Exact name of registrant as specified in its charter)

      Delaware            1-11980            51-0297083
(State   of   other   jurisdiction   of               (Commission
(I.R.S. Employer Identification Number)
   incorporation)       File Number)


142 West 57th Street, New York, NY             10019
(Address of principal executive offices)     (Zip Code)
                                
                                
                         (212) 541-3300
      (Registrant's telephone number, including area code)
   
                                
                               N/A
  (Former name or former address, if changed since last report)
                                
                                
                                
                                
                                
                                
                                
   
ITEM 5.  Other Events
     
     On September 29, 1995, AnnTaylor, Inc. (the "Company") entered
into  an  amended  and  restated credit agreement  to  replace  its
existing  bank  credit agreement.  The amended and restated  credit
agreement  provides,  among other things,  for  an  additional  $25
million  of  financing pursuant to a term loan, thereby  increasing
the  amounts  available to the Company under the  credit  agreement
from $125 million to $150 million.  The amended and restated credit
agreement   contains  financial  and  other  covenants,   including
limitations on indebtedness, liens and investments, restrictions on
dividends  or other distributions to stockholders, and  maintaining
certain financial ratios and specified levels of net worth, some of
which  provisions were amended by the new agreement.   The  amended
and  restated  credit  agreement also  provides  for,  among  other
things, a revised interest rate and the addition of a limitation on
capital expenditures.  The Company's payment obligations under  the
agreement are guaranteed by the Company's parent company, AnnTaylor
Stores  Corporation ("ATSC").  A copy of the amended  and  restated
bank  credit agreement and related agreements are filed as exhibits
to  this Report.  The foregoing summary of the amended and restated
bank  credit agreement and related agreements is qualified  in  its
entirety by reference to such agreements.
     
ITEM 7.  Financial Statements and Exhibits
     
     The  exhibits listed in the following exhibit index are  filed
as part of this Report.
     
     Exhibit No.
       
       10.1 Amended  and  Restated Credit Agreement,  dated  as  of
            September 29, 1995, among the Company, Bank of  America
            National  Trust  and  Savings  Association  ("Bank   of
            America"),   Fleet  Bank,  National   Association,   as
            Co-Agents, the financial institutions from time to time
            party  thereto, BA Securities, Inc., as  Arranger,  and
            Bank of America, as Agent.
       
       10.2 Amended  and  Restated Security and  Pledge  Agreement,
            dated as of September 29, 1995, made by the Company  in
            favor of Bank of America, as Agent.
       
       10.3 Trademark Security Agreement, dated as of September 29,
            1995,  made by the Company in favor of Bank of America,
            as Agent.
       
       10.4 Amended  and  Restated Guaranty, dated as of  September
            29, 1995, made by ATSC in favor of Bank of America,  as
            Agent.
       
       10.5 Amended  and  Restated Security and  Pledge  Agreement,
            dated  as of September 29, 1995, made by ATSC in  favor
            of Bank of America, as Agent.


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

Date:                                   October 17, 1995
By: /s/  Walter J. Parks
                                        Walter J. Parks
                                       Senior  Vice  President  -
Finance
                                

