FIRST AMENDMENT TO
              THE ANNTAYLOR STORES CORPORATION
                    1992 STOCK OPTION AND
            RESTRICTED STOCK AND UNIT AWARD PLAN,
       AS AMENDED AND RESTATED AS OF FEBRUARY 23, 1994
                              
                              
     The AnnTaylor Stores Corporation 1992 Stock Option and
Restricted Stock and Unit Award Plan, as amended and
restated as of February 23, 1994 (the "Plan"), is hereby
amended, effective as of February 20, 1997, subject to the
approval of stockholders, as set forth below.

     1.  The first clause of the second sentence of Section 5
of the Plan is hereby amended and restated in its entirety
as follows:

          The aggregate number of shares of Common Stock as
     to which Options may be granted from time to time under
     this Plan shall not exceed 3,100,000.
     
     2.  The last sentence of the first paragraph of Section 5
is hereby amended and restated in its entirety as follows:

          No single employee may be granted Options covering
     more than 400,000 shares of Common Stock, or Restricted
     Stock Awards or Restricted Unit Awards (constituting
     performance based compensation within the meaning of
     Section 162(m) of the Code) covering more than 50,000
     shares of Common Stock, (subject to any adjustments
     pursuant to Section 6(i) below) during any fiscal year
     of the Company.
     
     Except as set forth above, the Plan is hereby ratified
and affirmed in all respects.