EIGHTH AMENDMENT TO LEASE
                       ------------------------



EIGHTH AMENDMENT TO LEASE, made this __ day of _______, 1997, by and

between PACIFIC METROPOLITAN CORPORATION, a Delaware Corporation

(successor-in-interest to Carven Associates) having an office at

3000 Executive Parkway, Suite 236, San Ramon, California 94583

("Landlord") and ANNTAYLOR, INC. a Delaware Corporation having an

office at 142 West 57th Street, New York, New York 10019 ("Tenant").



                             WITNESSETH
                             ----------



WHEREAS, Landlord and Tenant, as of March 17, 1989, entered into a 

lease for the Third, Fourth and Fifth floors of the building known

as Metropolitan Tower at 142 West 57th Street, New York, New York

10019, at the rental and upon the terms and conditions therein

more particularly set forth and,



WHEREAS, Landlord and Tenant, have modified said lease by agreements

dated November 14, 1990 (First Amendment), October 1, 1993 (Extension

and Amendment), April 14, 1994 (Modification of Amendment and Extension

to Lease, March 14, 1995 (Fifth Amendment), January 5, 1996

(Sixth Amendment), and June 5, 1996 (Seventh Amendment), and



WHEREAS, Landlord and Tenant and desirous of further amending said

lease in the manner set forth below:



1.      The term of that portion of the seventeenth (17th) floor, deemed

to comprise 8,600 rentable square feet, shall be extended for six (6)

months commencing March 1, 1997 and ending August 31, 1997.



2.      Landlord and Tenant covenant, warrant and represent to each

other that no broker was instrumental in bringing about or consummating

this Agreement and that neither party had any conversations or negotiations

with any broker concerning the extension of term for the Premises.

Landlord and Tenant each agree to indemnify the other against and hold the

other harmless from any claims for any brokerage commissions and all costs,

expenses and liabilities in connection therewith, including, without

limitation, attorney's fees and expenses arising out of any breach of the

covenants, warranties and representations contained in this Paragraph 2

made by Landlord or Tenant, as the case may be.



3.      The term of this agreement cannot be changed orally, but only by 

an instrument in writing executed by both parties.



4.      Except as herein expressly modified, the Lease, as amended, is

unmodified and is ratified and confirmed in all respects.



5.      The terms, covenants and provisions contained in this Agreement

are binding and shall inure to the benefit of the parties hereto and

their respective heirs, successors and assigns.



        IN WITNESS WHEREOF, Landlord and Tenant have respectively 
        
executed this Agreement as of the day and year first above written.



                                LANDLORD:


                                PACIFIC METROPOLITAN CORPORATION


                                BY:  /s/ David A. Hennefer
                                    -----------------------------
                                         David A. Hennefer
                                         Assistant Secretary



                                TENANT:

                                ANNTAYLOR, INC.


                                BY:  /s/Valerie Richardson 
                                     ------------------------------
                                        Valerie Richardson
                                        Senior Vice President
                                        Real Estate and Development