ANNTAYLOR INC
8-K, 1998-11-12
WOMEN'S CLOTHING STORES
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                         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)  November 9, 1998  
                                                  ----------------


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


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






===============================================================================

<PAGE> 2

ITEM 5.  Other Events
- ---------------------

Dismissal of Novak v. Kasaks et al.
- -----------------------------------

     On November 9, 1998, the U.S.  District Court for the Southern  District of
New York issued an Opinion  dismissing,  with prejudice,  the amended complaint,
filed in April 1998, in the purported  class action lawsuit  against  AnnTaylor,
Inc. (the "Company"),  its parent company AnnTaylor Stores Corporation ("ATSC"),
certain  present  and former  directors  and  officers  of the Company and ATSC,
Merrill Lynch & Co.  ("Merrill")  and certain  affiliates  of Merrill  (Novak v.
Kasaks,  et.  al.,  No. 96 CIV 3073  (S.D.N.Y.  1996)),  relating  to the period
commencing  February 3, 1994 through May 4, 1995. The amended  complaint alleged
causes  of  action  under  Section  10(b) and  Section  20(a) of the  Securities
Exchange Act of 1934, as amended,  and Rule 10b-5  promulgated  thereunder.  The
Court found that the amended complaint failed to state a claim upon which relief
may be granted, and failed to plead fraud with particularity and an inability to
do so. The  plaintiffs  may appeal the Court's  ruling within thirty days of the
date of entry of the Court's order.  

                             
                                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:  November 12, 1998        By: /s/  Walter J. Parks
                                   -----------------------------
                                         Walter J. Parks
                                Senior Vice President - Chief Financial Officer





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