Exhibit 10.18.1
                              FIRST AMENDMENT TO
                       THE ANNTAYLOR STORES CORPORATION
               2000 STOCK OPTION AND RESTRICTED STOCK AWARD PLAN




      The AnnTaylor  Stores  Corporation 2000 Stock Option and Restricted Stock
Award Plan (the  "Plan") is hereby  amended  effective  as of January 29, 2002,
as set forth below.

      1.   The first  sentence  of Section 5 of the Plan is hereby  amended and
restated in its entirety as follows:

           The shares of Common Stock subject to Options and  Restricted  Stock
Awards  hereunder may, in whole or in part, be authorized  but unissued  shares
or shares that shall have been or may be reacquired by the Corporation

           Except as set forth above, the Plan is hereby ratified and affirmed
in all respects.