EXHIBIT 99.2


                     CERTIFICATION PURSUANT TO
                     -------------------------
           SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
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In connection with the Quarterly Report of AnnTaylor Stores
Corporation (the "Company") on Form 10-Q for the period ended
November 2, 2002 as filed with the Securities and Exchange
Commission (the "Report"), I, James M. Smith, Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:

(1)   The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.



Date:  December 13, 2002            /s/James M. Smith
      -----------------------       ----------------------------
                                       James M. Smith
                                       Chief Financial Officer


This certification accompanies the Report pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by the Sarbanes-Oxley Act of 2002, be deemed filed
by the Company for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended.