SECRETARY'S CERTIFICATE
                              
                      Amendment to the
                AnnTaylor Stores Corporation
          Management Performance Compensation Plan



     The  undersigned,  being  the  Secretary  of  AnnTaylor
Stores  Corporation (the "Company"), hereby certifies  that,
at  a  meeting of the Board of Directors of the Company duly
held  on  February 24, 1995, the Board of Directors  of  the
Company,  by  resolution duly adopted, unanimously  approved
and  adopted the following amendment to the AnnTaylor Stores
Corporation  Management Performance  Compensation  Plan,  as
heretofore  amended  and  restated,  such  amendment  to  be
effective as of February 24, 1995:


         "Section  4(b) of the Plan is hereby amended  to
   read in its entirety as follows:
     
            (b) Prior to the beginning of a Season, or
      by  such  later  date permissible under  Section
      162(m)  of  the  Code, and after  the  Company's
      Budget for a Season shall have become available,
      the Chief Executive Officer of the Company shall
      submit  to  the Committee a list of  the  manes,
      titles,   salaries  and  suggested   Performance
      Percentages  of  those eligible Associates  whom
      the  Chief Executive Officer recommends that the
      Committee  designate as Participants under  this
      Plan for such Season."
      
      
     IN   WITNESS  WHEREOF,  the  undersigned  has  hereunto
affixed her signature as Secretary of the Company, this 24th
day of February, 1995.
     
                              /s/ Jocelyn F.L. Barandiaran
                              ______________________________
                                Jocelyn   F.L.  Barandiaran
                                        Secretary
                              AnnTaylor Stores Corporation