VIA CERTIFIED MAIL RETURN RECEIPTED REQUESTED
March 13, 1995



Hamilton Realty Co.
P.O.Box 527
Clinton, Connecticut 06413
Attn:     Seymour Shapiro
          General Partner

          RE:  130 Hamilton Street
               New Haven, Connecticut

Gentlemen:

Reference is made to the Lease Agreement dated December  1,  1985
between  Hamilton Realty Co., a Connecticut general  partnership,
as  Lessor,  and  AnnTaylor, Inc.  (as  successor  in  interest
thereunder  to  ASC  Stores III, Inc.), as Lessee  (the  "Lease")
modified by Letter Agreements dated March 22, 1993, February  24,
1994  and  May 23, 1994.  Capitalized terms used and not defined
herein shall have the meanings ascribed thereto in the Lease.

Lessee  desires to extend the Term of the Lease and Lessor hereby
grants and extends unto the Lessee this extension  which  shall
commence on July 1, 1995 and expire on September 30, 1995
(hereinafter called the Extension Term) on the terms and
conditions set forth in the Lease, excluding the fixed monthly
rental rate which shall be for the Extension Term the amount of
$33,149.52 per month.

If the foregoing correctly sets forth our understanding, please
sign the enclosed copy of this letter and return it to the
undersigned.

Very truly yours,


AnnTaylor, Inc.                           ACCEPTED AND AGREED
                                          Hamilton Realty Co.


By:    /s/ Jocelyn Barandiaran            /s/ Seymour Shapiro
       ___________________________        ________________________
       Jocelyn Barandiaran                    General Partner
       Vice President/General Counsel