STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND
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         PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES
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                        RELATING TO EXCHANGE ACT FILINGS
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I, James M. Smith,  principal  financial officer,  state and attest
that:

(1)  To the  best of my  knowledge,  based  upon a  review  of the
     covered reports of AnnTaylor,  Inc., and, except as corrected
     or supplemented in a subsequent covered report:

     o    no covered report  contained an untrue statement of a material fact as
          of the end of the period  covered by such  report (or in the case of a
          report on Form 8-K or definitive  proxy  materials,  as of the date on
          which it was filed); and

     o    no covered  report  omitted to state a material fact necessary to make
          the statements in the covered  report,  in light of the  circumstances
          under which they were made, not misleading as of the end of the period
          covered  by such  report  (or in the case of a  report  on Form 8-K or
          definitive proxy materials, as of the date on which it was filed).

(2)  I have  reviewed  the  contents  of this  statement  with the
     audit committee of AnnTaylor Stores  Corporation,  the parent
     company of AnnTaylor, Inc.

(3)  In this  statement  under  oath,  each of the  following,  if
     filed on or before the date of this statement,  is a "covered
     report":

     o    Annual Report on Form 10-K for the fiscal year ended  February 2, 2002
          filed with the Commission of AnnTaylor, Inc.;

     o    all reports on Form 10-Q,  all reports on Form 8-K and all  definitive
          proxy   materials  of  AnnTaylor,   Inc.  filed  with  the  Commission
          subsequent to the filing of the Form 10-K identified above; and

     o    any amendments to any of the foregoing.



/s/ James M. Smith                           Subscribed and sworn to before
- ---------------------------                  me this 14th day of August 2002.
    James M. Smith


Date: August 14, 2002                        /s/  Kathleen Rhew
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                                                  Notary Public


                                             My Commission Expires:

                                             January 26, 2006
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