UNITED STATES
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                       SECURITIES AND EXCHANGE COMMISSION
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                             WASHINGTON, D.C. 20549

                                    FORM 8-K
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                                 CURRENT REPORT
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                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report  (Date of earliest event reported):     March 9, 2004
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                         ANNTAYLOR STORES CORPORATION
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            (Exact name of registrant as specified in its charter)

Delaware                            1-10738                   13-3499319
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(State or Other Jurisdiction   (Commission File Number)      (I.R.S. Employer
of Incorporation)                                            Identification No.)

                              142 West 57th Street
                            New York, New York 10019
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  (Address, including Zip Code, of Registrant's Principal Executive Offices)

                                (212) 541-3300
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         (Registrant's Telephone Number, Including Area Code)

                                Not Applicable
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                 (Former Names or Former Addresses, if Changed
                               Since Last Report)




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ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS.
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       (c)    Exhibits.

              99.1   Press Release issued by AnnTaylor Stores Corporation on
                     March 9, 2004.


ITEM 12.      RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
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              AnnTaylor Stores Corporation issued a Press Release, dated
March 9, 2004.  A copy of the Press Release is appended to this report as
Exhibit 99.1 and is incorporated herein by reference.

             The information included herein and in Exhibit 99.1 is being
furnished under Item 12 and shall not be deemed to be "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), nor shall such information be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of the general incorporation language of such filing,
except as shall be expressly set forth by specific reference in such filing.


















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                                   SIGNATURES
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       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        ANNTAYLOR STORES CORPORATION
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                                         By:    /s/ Barbara K. Eisenberg
                                                ------------------------
                                                Barbara K. Eisenberg
Date:  March 9, 2004                            Senior Vice President,
                                                General Counsel and Secretary
























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                                  EXHIBIT INDEX
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Exhibit No.                          Description
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99.1       Press Release issued by AnnTaylor Stores Corporation on March 9,
           2004.



































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