FORM 8-K

                            SECURITIES AND EXCHANGE COMMISSION

                                   Washington, DC  20549

                                      CURRENT REPORT

                            Pursuant to Section 13 or 15(d) of
                            the Securities Exchange Act of 1934

                              Date of Report:  June 21, 1996
                             (Date of earliest event reported)




  ANNTAYLOR STORES CORPORATION                   ANNTAYLOR, INC.
  ----------------------------             -----------------------------
 (Exact name of registrant as              (Exact name of registrant as
 specified in its charter)                 specified in its charter)



    Delaware        1-10738       13-3499319             Delaware        1-11980         51-0297083
    --------        -------       ----------             --------        -------      -----------------
                                                                      
 (State or other  (Commission   (IRS Employer         (State or other   (Commission   (IRS Employer  
 jurisdiction of  File Number)  Identification No.)    jurisdiction of   File Number) Identification No.)
 incorporation)                                        incorporation)                 
                                                                                




  ------------------------------------------------------------------------------

                                    142 West 57th Street
                                  New York, New York 10019
                                       (212) 541-3300

(Address including zip code, and telephone number including area code of 
registrants' principal executive offices)






Item 5.  Other Events.
         ------------

     As previously reported, AnnTaylor Stores Corporation, a Delaware

corporation (the "Company"), and its wholly owned subsidiary, AnnTaylor, Inc., a

Delaware corporation ("Ann Taylor"), have entered into a definitive agreement

(the "Agreement") with Cygne Designs, Inc., a Delaware corporation ("Cygne"),

and its wholly owned subsidiary, Cygne Group (F.E.) Limited, a Hong Kong

corporation, regarding the acquisition (the "Acquisition") of (i) Cygne's entire

interest in Ann Taylor's direct sourcing joint venture with Cygne, known as CAT

US, Inc. and C.A.T. (Far East) Limited, and (ii) the assets of Cygne's AnnTaylor

Woven Division that are used for sourcing merchandise for Ann Taylor.

          Consummation of the Acquisition is subject to the satisfaction of

various conditions.  It is currently anticipated that the Acquisition will close

in August 1996, although there can be no assurance that the transaction will be

consummated or that it will be consummated within the anticipated time frame.

          Attached hereto and incorporated by reference herein are: (i) Exhibit

1 -  the audited combined financial statements of CAT US Inc. and C.A.T. 

(Far East) Limited and Subsidiary and the AnnTaylor Woven Division of Cygne as 

of 


                                             2




February 3, 1996 and January 28, 1995 and for each of the fiscal years then

ended together with the Report of Independent Auditors attached thereto and 

(ii) Exhibit 2 - the unaudited historical and pro forma combined balance sheets,

statements of operations and notes thereto of the Company for the fiscal 

quarter ended May 4, 1996 which give effect to the Acquisition. 















                                             3





Item 7.  Financial Statements and Exhibits.
         ---------------------------------

     (c)  Exhibits:
          --------


          1.   Combined financial statements of CAT US Inc. and C.A.T. (Far
               East) Limited and Subsidiary and the AnnTaylor Woven Division 
               of Cygne and Report of Independent Auditors.

          2.   Unaudited historical and pro forma combined balance sheets,
               statements of operations and notes thereto of the Company.









                                             4



                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                                    ANNTAYLOR STORES CORPORATION



                                    By:/s/ WALTER J. PARKS                    
                                       ---------------------------------------
                                           Walter J. Parks
                                           Senior Vice President - Finance
                                             and Principal Accounting Officer




                Date:  June 21, 1996






                                        SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                                   ANNTAYLOR, INC.
               
               
                                   By:/s/ WALTER J. PARKS                    
                                      ---------------------------------------
                                          Walter J. Parks
                                          Senior Vice President - Finance
                                            and Principal Accounting Officer



 Date:  June 21, 1996



                                      EXHIBIT INDEX
                                      -------------



                      Exhibit                   Description
                                                -----------
                       Number 
                      --------

                         1         Combined financial statements of CAT
                                   US Inc. and C.A.T. (Far East) Limited
                                   and Subsidiary and the AnnTaylor Wo-
                                   ven Division of Cygne and Report of 
                                   Independent Auditors.


                         2         Unaudited historical and pro forma
                                   combined balance sheets, statements
                                   of operations and notes thereto of 
                                   the Company.