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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-Q

(Mark One)
|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

               For the quarterly period ended May 5, 2001

                                      OR

|_|   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934


                        Commission file number 1-11980

                                ANNTAYLOR, INC.
                                ---------------
            (Exact name of registrant as specified in its charter)



         Delaware                                      51-0297083
         --------                                      ----------
(State or other jurisdiction of        (I.R.S. Employer Identification Number)
incorporation or organization)



 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)


     Indicate  by check  mark  whether  registrant  (1) has  filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No____.

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.


                                                   Outstanding as of
           Class                                     June 1, 2001
           -----                                     ------------
  Common Stock, $1.00 par value                          1

     The  registrant  meets  the  conditions  set forth in  General  Instruction
H(1)(a) and (b) of Form 10-Q and is therefore  filing this form with the reduced
disclosure format.

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<PAGE>2



                                INDEX TO FORM 10-Q
                                ------------------






                                                                    PAGE NO.
                                                                    -------
   PART I. FINANCIAL INFORMATION
   -----------------------------

      Item 1.Financial Statements

             Condensed Consolidated Statements of Income
               for the Quarters Ended May 5, 2001
               and April 29, 2000....................................   3
             Condensed Consolidated Balance Sheets at
               May 5, 2001 and February 3, 2001......................   4
             Condensed Consolidated Statements of Cash Flows
               for the Quarters Ended May 5, 2001 and
               April 29, 2000........................................   5
             Notes to Condensed Consolidated Financial Statements....   6

      Item 2.Management's Discussion and Analysis of Results
               of Operations.........................................   8


   PART II.OTHER INFORMATION
   -------------------------

      Item 6.Exhibits and Reports on Form 8-K........................  10

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<PAGE>3

                         PART I. FINANCIAL INFORMATION


ITEM 1.    FINANCIAL STATEMENTS



                                ANNTAYLOR, INC.
                                ---------------
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  -------------------------------------------
             FOR THE QUARTERS ENDED MAY 5, 2001 AND APRIL 29, 2000
                                  (unaudited)

                                                          QUARTERS ENDED
                                                    ---------------------------
                                                    May 5, 2001  April 29, 2000
                                                    -----------  --------------

                                                          (in thousands)

Net sales...........................................   $307,090    $277,068
Cost of sales.......................................    147,438     128,472
                                                        -------     -------
Gross profit........................................    159,652     148,596
Selling, general and administrative expenses........    135,718     124,103
Amortization of goodwill............................      2,760       2,760
                                                        -------     -------
Operating income....................................     21,174      21,733
Interest income.....................................        335         464
Interest expense....................................      1,780       1,796
                                                        -------     -------
Income before income taxes..........................     19,729      20,401
Income tax provision................................      8,785       9,119
                                                        -------     -------
   Net income.......................................   $ 10,944    $ 11,282
                                                        =======     =======


    See accompanying notes to condensed consolidated financial statements.

                                      -3-

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<PAGE>4

                                ANNTAYLOR, INC.
                                ---------------
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     -------------------------------------
                       MAY 5, 2001 AND FEBRUARY 3, 2001
                                  (unaudited)


                                                               May 5,    Feb. 3,
                                                                2001      2001
                                                              -------    -------
                          ASSETS                                (in thousands)
Current assets
  Cash and cash equivalents ..............................   $ 10,123   $ 31,962
  Accounts receivable, net ...............................     67,869     57,989
  Merchandise inventories ................................    171,559    170,631
  Prepaid expenses and other current assets ..............     51,635     53,227
                                                              -------    -------
      Total current assets ...............................    301,186    313,809
Property and equipment, net ..............................    229,893    220,032
Goodwill, net ............................................    294,859    297,619
Deferred financing costs, net ............................      4,956      4,281
Other assets .............................................     12,121     12,374
                                                              -------    -------
      Total assets .......................................   $843,015   $848,115
                                                              =======    =======

              LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
  Accounts payable .......................................   $ 51,135   $ 65,903
  Accrued salaries and bonus .............................     12,427     12,960
  Accrued tenancy ........................................      9,864      9,800
  Gift certificates and merchandise credits redeemable ...     16,854     20,375
  Accrued expenses .......................................     32,278     30,604
  Current portion of mortgage ............................      1,427      1,400
                                                              -------    -------
      Total current liabilities ..........................    123,985    141,042

Note Payable to ATSC .....................................    115,761    114,960
Other long-term debt .....................................        883      1,250

Deferred lease costs and other liabilities ...............     16,078     16,834

Commitments and contingencies

Stockholder's equity
  Common stock, $1.00 par value; 1,000 shares
   authorized; 1 share issued and outstanding ............          1          1
  Additional paid-in capital .............................    384,534    383,199
  Retained earnings ......................................    201,773    190,829
                                                              -------    -------
      Total stockholder's equity .........................    586,308    574,029
                                                              -------    -------
      Total liabilities and stockholder's equity .........   $843,015   $848,115
                                                              =======    =======


       See accompanying notes to condensed consolidated financial statements.

                                      -4-
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<PAGE>5


                          ANNTAYLOR, INC.
                             ---------------
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             -----------------------------------------------
          FOR THE QUARTERS ENDED MAY 5, 2001 AND APRIL 29, 2000
                               (unaudited)
                                                         QUARTERS ENDED
                                                    ----------------------------
                                                    May 5, 2001   April 29, 2000
                                                    -----------   --------------
                                                            (in thousands)
Operating activities:
  Net income ......................................   $ 10,944         $ 11,282
  Adjustments to reconcile net income to net cash
   provided (used) by operating activities:
    Provision for loss on accounts receivable .....        407              121
    Depreciation and amortization .................      9,778            8,219
    Amortization of goodwill ......................      2,760            2,760
    Amortization of deferred compensation .........        476              655
    Non-cash interest .............................      1,077            1,057
    Loss on disposal of property and equipment ....        139               93
    Changes in assets and liabilities:
      Receivables .................................    (10,287)          (4,762)
      Merchandise inventories .....................       (928)         (24,471)
      Prepaid expenses and other current assets ...      1,592              244
      Accounts payable ............................    (14,768)           8,552
      Accrued liabilities .........................     (2,315)           2,537
      Other non-current assets and liabilities, net       (501)           2,010
                                                       -------          -------
  Net cash provided (used) by operating activities      (1,626)           8,297
                                                       -------          -------
Investing activities:
  Purchases of property and equipment .............    (19,780)         (16,857)
                                                       -------          -------
  Net cash used by investing activities ...........    (19,780)         (16,857)
                                                       -------          -------
Financing activities:
  Payments of mortgage ............................       (341)            (316)
  Payment of financing costs ......................       (951)             (19)
  Parent company activity .........................        859              992
                                                       -------          -------
  Net cash provided (used) by financing activities        (433)             657
                                                       -------          -------
Net decrease in cash ..............................    (21,839)          (7,903)
Cash and cash equivalents, beginning of period ....     31,962           35,081
                                                       -------          -------
Cash and cash equivalents, end of period ..........   $ 10,123         $ 27,178
                                                       =======          =======
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for interest ........   $    373         $    333
                                                       =======          =======
  Cash paid during the period for income taxes ....   $     58         $    867
                                                       =======          =======

      See accompanying notes to condensed consolidated financial statements.

                                      -5-
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<PAGE>6

                                ANNTAYLOR, INC.
                                ---------------
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             ----------------------------------------------------
                                  (unaudited)


1.  BASIS OF PRESENTATION

    The condensed  consolidated  financial  statements of AnnTaylor,  Inc. (the
"Company")  are  unaudited  but,  in the  opinion of  management,  contain  all
adjustments  (which  are of a normal  recurring  nature)  necessary  to present
fairly the financial  position,  results of  operations  and cash flows for the
periods  presented.  All  significant  intercompany  accounts and  transactions
have been eliminated.

    The results of operations  for the 2001 interim period shown in this report
are not necessarily indicative of results to be expected for the fiscal year.

    The February 3, 2001  condensed  consolidated  balance  sheet  amounts have
been derived from the  previously  audited  consolidated  balance  sheet of the
Company.

    Certain  Fiscal  2000  amounts  have been  reclassified  to  conform to the
Fiscal 2001 presentation.

    Detailed  footnote  information  is not included for the quarters ended May
5,  2001 and  April 29,  2000.  The  financial  information  set  forth  herein
should  be read in  conjunction  with the Notes to the  Company's  Consolidated
Financial  Statements  contained in the  Company's  2001 Annual  Report on Form
10-K.



2.  LONG-TERM DEBT

    On April 30,  2001,  the  Company  entered  into an  Amended  and  Restated
$175,000,000  senior secured revolving credit facility (the "Credit  Facility")
with Bank of America  N.A. and a syndicate of lenders.  This  facility  amended
the  Company's  then-existing  $125,000,000  bank  credit  agreement  that  was
scheduled  to expire in June  2001.  The  Credit  Facility,  which  matures  on
April 29,  2004,  will be used by the  Company for the  issuance of  commercial
and  standby  letters  of  credit  and to  provide  revolving  loans  for other
general corporate purposes.

    Loans  outstanding  under the  Credit  Facility  at any time may not exceed
$75,000,000.  Maximum  availability  for loans and letters of credit  under the
Credit  Facility is governed by a monthly  borrowing  base,  determined  by the
application of specified  advance rates against certain  eligible  assets.  The
outstanding  loan  balance is required  to be reduced to zero for a  thirty-day
period each fiscal year.


                                      -6-
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<PAGE>7


                                ANNTAYLOR, INC.
                                ---------------
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             ----------------------------------------------------
                                  (unaudited)


2. LONG-TERM DEBT (CONTINUED)

    Amounts  outstanding  under the Credit  Facility  bear  interest  at a rate
equal  to,  at the  Company's  option,  the  Bank  of  America  Base  Rate,  or
Eurodollar  Rate,  plus a margin  ranging from 0.25% to 1.00% and from 1.25% to
2.00%,  respectively.  In addition,  the Company is required to pay the lenders
a quarterly  commitment fee on the unused  revolving loan commitment  amount at
a  rate  ranging  from  0.30%  to  0.50%  per  annum.   Fees  for   outstanding
commercial  and standby  letters of credit  range from 0.50% to 0.875% and from
1.25% to 2.00%,  respectively.  The  Credit  Facility  contains  financial  and
other   covenants,   including   limitations   on   indebtedness,   liens   and
investments,  restrictions on dividends or other  distributions to stockholders
and  maintenance of certain  financial  ratios  including  specified  levels of
tangible net worth.

    The lenders  have been  granted a pledge of the common stock of the Company
and certain of its  subsidiaries,  and a security interest in substantially all
other  tangible  and  intangible   assets,   including   accounts   receivable,
trademarks,  inventory,  store  furniture and fixtures,  of the Company and its
subsidiaries,  as  collateral  for the Company's  obligations  under the Credit
Facility.

    The following summarizes long-term debt outstanding at May 5, 2001:

                                           (in thousands)
       Note Payable to ATSC.................  $115,761
                                               -------
       Mortgage.............................     2,310
       Less current portion.................     1,427
                                               -------
       Mortgage, long-term..................       883
                                               -------
           Total long-term debt.............  $116,644
                                               =======
                                      -7-
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<PAGE>8



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

                                                  Quarters Ended
                                                  --------------
                                                  May 5,   April 29,
                                                  2001       2000
                                                  -----     -----
    Number of Stores:
       Open at beginning of period...............  478        405
       Opened during period......................   11         17
       Expanded or remodeled during period*......    4          2
       Closed during period......................    1          1
       Open at end of period.....................  488        421
    Type of Stores Open at End of Period:
       Ann Taylor stores.........................  334        320
       Ann Taylor Loft stores....................  141         88
       Ann Taylor Factory Stores.................   13         13

---------------
    * Expanded  stores are excluded from  comparable  store sales for the first
      year following expansion.


QUARTER ENDED MAY 5, 2001 COMPARED TO QUARTER ENDED APRIL 29, 2000

    The  Company's  net  sales  in the  first  quarter  of  2001  increased  to
$307,090,000  from  $277,068,000  in the first  quarter of 2000, an increase of
$30,022,000  or 10.8%.  Comparable  store  sales for the first  quarter of 2001
decreased  3.5%,  compared to a decrease of 0.5% in the first  quarter of 2000.
Comparable  sales by division  were down 4.8% for Ann Taylor stores and up 4.9%
for Ann Taylor Loft  stores.  The Loft  comparable  sales  percentage  does not
include 21 Ann Taylor  Loft  outlet  stores and 12 Ann Taylor  Factory  Stores.
The sales  increase  was  primarily  attributable  to the opening of new stores
offset,  in part,  by the net decrease in  comparable  store sales.  Management
believes  that the net  decrease  in  comparable  store sales was the result of
customer  dissatisfaction  with certain of the Company's  product offerings and
merchandise assortment in the first quarter of Fiscal 2001.

      Gross  profit  as a  percentage  of net sales  decreased  to 52.0% in the
first  quarter of 2001 from 53.6% in the first  quarter of 2000.  This decrease
in gross  margin  reflects  a higher  markdown  rate on goods  sold  below full
price  and the  sale of a  greater  amount  of  goods  below  full  price  as a
percentage  of sales,  compared to the prior year,  offset,  in part, by higher
gross margins achieved on merchandise that was sold at full price.

    Selling,  general  and  administrative  expenses  represented  44.2% of net
sales in the  first  quarter  of 2001,  compared  to 41.7% of net  sales in the
first   quarter  of  2000,   excluding   a  pre-tax   nonrecurring   charge  of
approximately  $8,500,000,  or  3.1%  of  net  sales,  in  connection  with  an
extensive review  conducted with the Company's  financial and legal advisors of


                                      -8-
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<PAGE>9



various  strategic  approaches to enhance  shareholder  value.  The increase in
selling,  general,  and  administrative  expenses as a percentage of net sales,
was primarily  attributable to decreased  leverage on fixed expenses  resulting
from  lower   comparable  store  sales  and  also  from  increases  in  tenancy
expenses, and increases in Ann Taylor Loft store operations.

    As a  result  of  the  foregoing,  the  Company  had  operating  income  of
$21,174,000,  or 6.9% of net sales,  in the first quarter of 2001,  compared to
operating  income of  $21,733,000,  or 7.8% of net sales,  in the first quarter
of 2000,  after taking into account the  nonrecurring  charge.  Amortization of
goodwill  was  $2,760,000  in both the  first  quarter  of 2001  and the  first
quarter  of  2000.   Operating  income,   without  giving  effect  to  goodwill
amortization  in either year,  was  $23,934,000,  or 7.8% of net sales,  in the
first  quarter  of 2001 and  $24,493,000,  or 8.8% of net  sales,  in the first
quarter of 2000.

    Interest  income was  $335,000  in the first  quarter of 2001  compared  to
$464,000  in  the  first   quarter  of  2000.   The  decrease   was   primarily
attributable  to lower cash on hand and lower  interest  rates during the first
quarter of Fiscal 2001, compared to the first quarter of Fiscal 2000.

    Interest  expense was  $1,780,000  in the first quarter of 2001 compared to
$1,796,000 in the first quarter of 2000.

    The income tax provision was  $8,785,000,  or 44.5% of income before income
taxes,  in the  first  quarter  of 2000  compared  to  $9,119,000,  or 44.7% of
income  before  income  taxes,  in the first  quarter  of 2000.  The  effective
income  tax  rates for both  periods  were  higher  than the  statutory  rates,
primarily as a result of non-deductible goodwill expense.

    As a result  of the  foregoing  factors,  the  Company  had net  income  of
$10,944,000,  or 3.6% of net sales, for the first quarter of 2001,  compared to
net  income of  $11,282,000,  or 4.1% of net  sales,  for the first  quarter of
2000.



                                      -9-
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<PAGE>10


                       PART II. OTHER INFORMATION
                       --------------------------


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


   (a)   Exhibits:


           10.18.1 Amendment to the Employment Agreement, dated June 1, 2001,
                    between ATSC and Barry Erdos.  Incorporated by reference
                    to Exhibit 10.17.1 to the Quarterly Report on Form 10-Q
                    of ATSC for the Quarter ended May 5, 2001 filed on June 18,
                    2001.


           10.19   Amended and Restated Credit Agreement, dated as of April
                    30, 2001 among the Company,  Bank of America, N.A. ("Bank of
                    America"),  JP Morgan  and First  Union  National  Bank,  as
                    Syndication Agents, the financial  institutions from time to
                    time party  thereto,  Bank of  America  Securities  LLC,  as
                    Arranger,  and Bank of  America,  as  Administrative  Agent.
                    Incorporated  by reference to Exhibit 10.18 to the Quarterly
                    Report on Form 10-Q of AnnTaylor Stores Corporation ("ATSC")
                    for the Quarter ended May 5, 2001 filed on June 18, 2001.


           10.20   Employment  Agreement,  dated as of April 24, 2001,  between
                    ATSC and Kim Roy. Incorporated by reference to Exhibit 10.19
                    to the Quarterly Report on Form 10-Q of ATSC for the Quarter
                    ended May 5, 2001 filed on June 18, 2001.



           10.21   Employment Agreement, dated as of May 3, 2001 between ATSC
                    and Katherine Lawther Krill.  Incorporated by reference to
                    Exhibit 10.20 to the Quarterly Report on Form 10-Q of
                    ATSC for the Quarter ended May 5, 2001 filed on June 18,
                    2001.






   (b)   Reports on Form 8-K:

           None


                                      -10-
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<PAGE>11



                                  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 thereunto duly authorized.


                                 AnnTaylor, Inc.



Date: June 18, 2001              By: /s/  J. Patrick Spainhour
      ----------------               -------------------------
                                          J. Patrick Spainhour
                                          Chairman and Chief Executive
                                          Officer





Date: June 18, 2001              By: /s/  James M. Smith
      ----------------               -------------------------
                                          James M. Smith
                                          Senior Vice President,
                                          Chief Financial Officer and Treasurer



                                    -11-

