March 12, 1998 AMENDMENT to
                THE ANNTAYLOR STORES CORPORATION
            MANAGEMENT PERFORMANCE COMPENSATION PLAN

     
     
     The  AnnTaylor  Stores  Corporation  Management  Performance

Compensation Plan, as heretofore amended (the "Plan"), is  hereby

further amended, effective as of March 12, 1998, as follows:


     1.    The  second sentence of Section 2(c) of  the  Plan  is

hereby  amended by replacing the words "Executive Officers"  with

the  words  "Section  162(m) Officers".   The  last  sentence  of

Section  2(c)  of  the  Plan is hereby amended  to  read  in  its

entirety as follows:

     
     With respect to Eligible Associates who are not Section
     162(m)  Officers, the Committee may, in its discretion,
     delegate  to  one or more officers of the  Company  its
     duties hereunder.
     
     
     2.    Section  2  of the Plan is hereby further  amended  by

adding the following new subsection (n) at the end thereof:

          
           (n)   "Section 162(m) Officer" means an Executive
     Officer  whose  applicable  employee  remuneration  (as
     defined in Section 162(m) of the Code), for the year in
     which  the Award would be payable and including amounts
     that  may  be  earned under this Plan, is  expected  to
     exceed  the limitation set forth in Section  162(m)  of
     the Code for deductibility.
     
     
     3.    The  fifth sentence of the first paragraph of  Section

5(b)  of  the  Plan  is  hereby amended by  replacing  the  words

"Executive  Officers" with the words "Section  162(m)  Officers",

and  the seventh sentence of the first paragraph of Section  5(b)

of  the  Plan  is  hereby amended by replacing  the  phrase  "for

Executive  officers  and Executive Committee  members"  with  the

words "Section 162(m) Officers".

     
     
     4.    The  third  sentence of Section 5(d) of  the  Plan  is

hereby amended by replacing the words "an Executive Officer" with

the words "a Section 162(m) Officer".

     
     
     5.    The  second sentence of Section 5(3) of  the  Plan  is

hereby amended by replacing the words "an Executive Officer" with

the words "a Section 162(m) Officer".

          
     
     The Plan, as amended hereby, is hereby ratified and affirmed

in all respects.