Exhibit 32.1


                     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
November 1, 2003 as filed with the Securities and Exchange
Commission (the "Report"), we, J. Patrick Spainhour, Chief
Executive Officer of the Company, and 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 each of our
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 12, 2003              By:  /s/J. Patrick Spainhour
      ----------------                    -----------------------
                                          J. Patrick Spainhour
                                          Chairman, Chief Executive
                                          Officer


Date: December 12, 2003              By:  /s/James M. Smith
      ----------------                    -----------------------
                                          James M. Smith
                                          Senior Vice President,
                                          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.



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