SECRETARY'S CERTIFICATE


      The  undersigned, being the duly appointed and  acting
Secretary    of    AnnTaylor   Stores    Corporation    (the
"Corporation"),   hereby  certifies   that   the   following
resolutions  were duly adopted by the Board of Directors  of
the Corporation at a meeting duly held on August 11, 1995 at
which  a  quorum  was at all times present,  and  that  such
resolutions have not been amended, modified or rescinded and
remain in full force and effect as of the date hereof:

            RESOLVED,   that   the   AnnTaylor   Stores
     Corporation   Deferred  Compensation   Plan   (the
     "Plan")  be and hereby is amended to provide  that
     (1) the Plan shall commence and be effective as of
     September  1,  1995, (2) deferrals of compensation
     may be made in whole percentages only, and (3) for
     the   1995   Plan  Year,  incentive   compensation
     attributable   to   the  "incentive   compensation
     period"   commencing  in  August  1995  shall   be
     included  as  Incentive Compensation that  may  be
     deferred under the Plan; and be it further
     
            RESOLVED,   that   the  officers   of   the
     Corporation are authorized and directed to  modify
     the  Plan document to incorporate and give  effect
     to the amendments to the Plan adopted by the Board
     of Directors on the date hereof.


      IN  WITNESS WHEREOF, the undersigned has executed this
Certificate  on  behalf of AnnTaylor Stores Corporation  the
11th day of August, 1995.



                              ________________________
                              Jocelyn F.L. Barandiaran
                              Secretary
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