SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Romano Anthony

(Last)

(First)

(Middle)

C/O ANNTAYLOR STORES CORPORATION

142 WEST 57TH STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2005

3. Issuer Name and Ticker or Trading Symbol
ANNTAYLOR STORES CORP [ ANN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP, Corporate Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	18,155	D
Common Stock	895⁽¹⁾	I	By 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	03/14/2011	Common Stock	33,750	$12	D
Employee Stock Option (right to buy)	⁽³⁾	01/29/2012	Common Stock	45,000	$16.87	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/11/2013	Common Stock	33,750	$12.71	D
Employee Stock Option (right to buy)	⁽⁵⁾	03/08/2014	Common Stock	22,500	$30.12	D

Explanation of Responses:

1. The information in this report is based on a plan statement dated as of December 31, 2004.

2. 8,437 options became exercisable on March 14, 2002, 8,438 became exercisable on March 14, 2003, 8,437 became exercisable on March 14, 2004 and 8,438 will become exercisable on March 14, 2005.

3. 11,250 options became exercisable on each of January 29, 2003, January 29, 2004 and January 29, 2005 and 11,250 will become exercisable on January 29, 2006.

4. 8,437 options became exercisable on March 11, 2004, 8,438 became exercisable on March 11, 2005, 8,437 will become exercisable on March 11, 2006 and 8,438 will become exercisable on March 11, 2007.

5. 5,625 options became exercisable on March 8, 2005 and 5,625 will become exercisable on each of March 8, 2006, March 8, 2007 and March 8, 2008.

Remarks:

	/s/ Anthony M. Romano	03/14/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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