PROSPECTUS SUPPLEMENT
     (TO PROSPECTUS DATED OCTOBER 7, 1996)

                       2,012,500 PREFERRED SECURITIES
                          ANNTAYLOR FINANCE TRUST
                 81/2% Convertible Trust Originated Preferred
                      Securities(SM)  (Convertible TOPrS(SM))
              (Liquidation Amount $50 per Preferred Security)
                 fully and unconditionally guaranteed by, 
                   and convertible into Common Stock of,
                        ANNTAYLOR STORES CORPORATION
                                                  

          This Prospectus Supplement supplements and amends the
     Prospectus dated October 7, 1996 (the "Prospectus") relating to
     the 81/2% Convertible Trust Originated Preferred Securities(SM) (the
     "Preferred Securities"), which represent preferred undivided
     beneficial ownership interests in the assets of AnnTaylor Finance
     Trust, a statutory business trust formed under the laws of the
     State of Delaware, and the shares of common stock, par value
     $.0068 per share (the "Company Common Stock"), of AnnTaylor
     Stores Corporation, a Delaware corporation, issuable upon conver-
     sion of the Preferred Securities.

          The table on pages 57 and 58 of the Prospectus, which sets
     forth information with respect to the Selling Holders (as defined
     in the Prospectus) and the respective amounts of Preferred
     Securities beneficially owned by each Selling Holder that may be
     offered pursuant to the Prospectus (as supplemented and amended),
     is hereby amended by the deletion of item 40 of that table and
     the substitution therefor of the following:

       "40. Swiss Bank Corporation, London Branch . . . . . . . . . .  50,000 
      
        41. ANY OTHER HOLDER OF CONVERTIBLE PREFERRED 
            SECURITIES OR FUTURE TRANSFEREE FROM ANY SUCH HOLDER . . . 652,515"

          The Prospectus, together with this Prospectus Supplement,
     constitutes the prospectus required to be delivered by Section
     5(b) of the Securities Act of 1933, as amended, with respect to
     offers and sales of the Preferred Securities and the Company
     Common Stock issuable upon conversion of the Preferred Securi-
     ties.  All references in the Prospectus to "this Prospectus" are
     hereby amended to read "this Prospectus (as supplemented and
     amended)".

     PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER MATTERS DISCUSSED
     UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 7 OF THE
     PROSPECTUS.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
     STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
     OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
     CRIMINAL OFFENSE.

     The date of this Prospectus Supplement is December 6, 1996.