Exhibit 31.1


                           CERTIFICATION PURSUANT TO
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                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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I, J. Patrick Spainhour, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AnnTaylor Stores
   Corporation;

2. Based on my knowledge, this report does not contain any untrue statement
   of a material fact or omit to state a material fact necessary to make the
   statements made, in light of the circumstances under which such statements
   were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this report, fairly present in all material respects
   the financial condition, results of operations and cash flows of the
   registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

   a)   Designed  such  disclosure  controls  and  procedures,  or caused such
        disclosure   controls  and   procedures  to  be  designed   under  our
        supervision,  to ensure  that  material  information  relating  to the
        registrant,  including its consolidated subsidiaries, is made known to
        us by others within those entities,  particularly during the period in
        which this report is being prepared;

   b)   Evaluated the effectiveness of the registrant's disclosure controls
        and procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end
        of the period covered by this report based on such evaluation; and

   c)   Disclosed in this report any change in the registrant's internal
        control over financial reporting that occurred during the registrant's
        most recent fiscal quarter (the registrant's fourth fiscal quarter in
        the case of an annual report) that has materially affected, or is
        reasonably likely to materially affect, the registrant's internal
        control over financial reporting; and

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5. The registrant's other certifying officer(s) and I have disclosed, based
   on our most recent evaluation of internal control over financial reporting,
   to the registrant's auditors and the audit committee of the registrant's
   board of directors (or persons performing the equivalent functions):

   a)    All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and


   b)    Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.



Date:  September 12, 2003            /s/J. Patrick Spainhour
                                     --------------------------------
                                        J. Patrick Spainhour
                                        Chairman and Chief Executive
                                        Officer


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