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, J. Patrick Spainhour, principal executive 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/  J. Patrick Spainhour                    Subscribed and sworn to before
- -------------------------                    me this 14th day of August 2002.
     J. Patrick Spainhour

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

                                             My Commission Expires:

                                             January 26, 2006
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