                                                                   Exhibit 31.2


                           CERTIFICATION PURSUANT TO
                           -------------------------
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                 ---------------------------------------------


I, James M. Smith, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of AnnTaylor, Inc.;

2.    Based on my  knowledge,  this  report does not contain any untrue
      statement  of a material  fact or omit to state a  material  fact
      necessary  to  make  the   statements   made,  in  light  of  the
      circumstances   under  which  such   statements  were  made,  not
      misleading with respect to the period covered by this report;

3.    Based  on my  knowledge,  the  financial  statements,  and  other
      financial  information included in this report, fairly present in
      all  material  respects  the  financial  condition,   results  of
      operations  and cash flows of the  registrant as of, and for, the
      periods presented in this report;

4.    The   registrant's   other   certifying   officer(s)  and  I  are
      responsible for establishing and maintaining  disclosure controls
      and  procedures  (as defined in Exchange Act Rules  13a-15(e) and
      15d-15(e)) for the registrant and have:

      a)   Designed such disclosure controls and procedures,  or caused such
           disclosure  controls  and  procedures  to be  designed  under our
           supervision,  to ensure that material information relating to the
           registrant,  including  its  consolidated  subsidiaries,  is made
           known to us by others within those entities,  particularly during
           the period in which this report is being prepared;


      b)   Evaluated  the  effectiveness  of  the  registrant's   disclosure
           controls  and   procedures  and  presented  in  this  report  our
           conclusions  about the  effectiveness of the disclosure  controls
           and  procedures,  as of the  end of the  period  covered  by this
           report based on such evaluation; and

      c)   Disclosed in this report any change in the registrant's  internal
           control  over  financial   reporting  that  occurred  during  the
           registrant's most recent fiscal quarter (the registrant's  fourth
           fiscal  quarter  in  the  case  of an  annual  report)  that  has
           materially  affected,  or  is  reasonably  likely  to  materially
           affect,   the   registrant's   internal  control  over  financial
           reporting; and

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5.    The  registrant's   other   certifying   officer(s)  and  I  have
      disclosed,  based  on our  most  recent  evaluation  of  internal
      control over financial  reporting,  to the registrant's  auditors
      and the audit  committee of the  registrant's  board of directors
      (or persons performing the equivalent functions):

      a)   All  significant  deficiencies  and  material  weaknesses  in the
           design or operation of internal control over financial  reporting
           which are reasonably  likely to adversely affect the registrant's
           ability  to  record,  process,  summarize  and  report  financial
           information; and

      b)   Any fraud,  whether or not material,  that involves management or
           other employees who have a significant  role in the  registrant's
           internal control over financial reporting.


Date:     September 12, 2003           /s/James M. Smith
          -------------------          -------------------------------
                                          James M. Smith
                                          Senior Vice President,
                                          Chief Financial Officer and
                                          Treasurer

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