PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 7, 1996)
2,012,500 PREFERRED SECURITIES
ANNTAYLOR FINANCE TRUST
81/2% Convertible Trust Originated Preferred
Securities(SM) (Convertible TOPrS(SM))
(Liquidation Amount $50 per Preferred Security)
fully and unconditionally guaranteed by,
and convertible into Common Stock of,
ANNTAYLOR STORES CORPORATION
This Prospectus Supplement supplements and amends the
Prospectus dated October 7, 1996 (the "Prospectus") relating to
the 81/2% Convertible Trust Originated Preferred Securities(SM) (the
"Preferred Securities"), which represent preferred undivided
beneficial ownership interests in the assets of AnnTaylor Finance
Trust, a statutory business trust formed under the laws of the
State of Delaware, and the shares of common stock, par value
$.0068 per share (the "Company Common Stock"), of AnnTaylor
Stores Corporation, a Delaware corporation, issuable upon conver-
sion of the Preferred Securities.
The table on pages 57 and 58 of the Prospectus, which sets
forth information with respect to the Selling Holders (as defined
in the Prospectus) and the respective amounts of Preferred
Securities beneficially owned by each Selling Holder that may be
offered pursuant to the Prospectus (as supplemented and amended),
is hereby amended by the deletion of item 40 of that table and
the substitution therefor of the following:
"40. Swiss Bank Corporation, London Branch . . . . . . . . . . 50,000
41. ANY OTHER HOLDER OF CONVERTIBLE PREFERRED
SECURITIES OR FUTURE TRANSFEREE FROM ANY SUCH HOLDER . . . 652,515"
The Prospectus, together with this Prospectus Supplement,
constitutes the prospectus required to be delivered by Section
5(b) of the Securities Act of 1933, as amended, with respect to
offers and sales of the Preferred Securities and the Company
Common Stock issuable upon conversion of the Preferred Securi-
ties. All references in the Prospectus to "this Prospectus" are
hereby amended to read "this Prospectus (as supplemented and
amended)".
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER MATTERS DISCUSSED
UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 7 OF THE
PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus Supplement is December 6, 1996.
