Exhibit 31.2


                     CERTIFICATION PURSUANT TO
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           SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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I, James M. Smith, 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

5.    The registrant's other certifying officer(s) and I have
   disclosed, based on our most recent evaluation of internal control


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   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: December 12, 2003              By:  /s/James M. Smith
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                                          James M. Smith
                                          Senior Vice President,
                                          Chief Financial Officer and
                                          Treasurer