Exhibit 99.2


                           CERTIFICATION PURSUANT TO
                           -------------------------
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                 ---------------------------------------------


In connection with the Quarterly Report of AnnTaylor Stores Corporation (the
"Company") on Form 10-Q for the period ended May 3, 2003 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: June 13, 2003                 /s/James M. Smith
     -------------------            ------------------------
                                       James M. Smith
                                       Chief Financial Officer



A signed original of this written statement required by Section 906 has been
provided to AnnTaylor Stores Corporation and will be retained by AnnTaylor
Stores Corporation and furnished to the Securities and Exchange Commission or
its staff upon request.

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.