Promissory Note - AnnTaylor Distribution Services Inc. and General Electric Capital Assurance Co.


                        PROMISSORY NOTE


$7,000,000.00                                November 20, 1995
                                            Louisville, Kentucky
                                              GECA Loan No. 2331

1.  Promise to Pay.
    ---------------

     FOR  VALUE  RECEIVED, the undersigned,  ANNTAYLOR,  INC.,  a
Delaware corporation, and ANNTAYLOR DISTRIBUTION SERVICES,  INC.,
a  Delaware  corporation (collectively 'Borrower'),  jointly  and
severally, promise to pay in lawful money of the United States of
America  to  the  order  of  GENERAL ELECTRIC  CAPITAL  ASSURANCE
COMPANY,  a  Delaware corporation ('Lender'), at P. O.  Box  490,
Seattle, Washington 98111-0490, or such other place either within
or  without  the State of Washington as Lender may  designate  in
writing from time to time, the principal sum of Seven Million and
No/100  Dollars  ($7,000,000.00), with  interest  from  the  date
hereof  on  the  unpaid principal balance at the rate  set  forth
below.



2.  Interest.
    ---------

     Interest shall accrue on the unpaid principal balance  at  a
rate  from  the  date hereof to the Maturity Date  at  Seven  and
One-Half Percent (7.5%) per annum.



3.  Payments and Term.
    -----------------

    Principal and interest shall be due and payable as follows:

        (a)   A payment of all interest to accrue hereon from the
        Disbursement Date to and including the last  day  of  the
        month during which the Disbursement Date occurs shall  be
        due  and  payable on the Disbursement Date.  For purposes
        hereof,  the  'Disbursement Date' shall be  the  date  on
        which disbursement of loan proceeds occurs.

        (b)    Monthly payments of principal and interest in  the
        sum  of Sixty-four Thousand Eight Hundred Ninety-one  and
        No/100 Dollars ($64,891.00) each shall be due and payable
        on  the  first day of each calendar month, commencing  on
        the  first day of the second calendar month following the
        Disbursement Date and continuing on the first day of each
        calendar  month thereafter to and including  December  1,
        1997.

        (c)    Monthly payments of principal and interest in that
        amount  which would be sufficient to amortize  the  then-
        remaining  principal balance hereon  as  of  December  1,
        1997, at the interest rate over an amortization period of
        five  (5)  years shall be due and payable beginning  with
        the   monthly  payment  due  on  January  1,  1998,   and
        continuing  on  the  first day  of  each  calendar  month
        thereafter to and including November 1, 2002.

        (d)   The entire indebtedness evidenced by this Note,  if
        not sooner paid, shall be due and payable on November 30,
        2002, the Maturity Date.

    All payments on account of the indebtedness evidenced by this
Note  shall  be  first applied to interest, costs and  prepayment
fees  (if any) and then to principal.  Interest shall be computed
on  the  basis  of  a 360-day year consisting  of  twelve  30-day
months,  except that interest for a portion of a month  (such  as
may be required under paragraph 3 (a) above) shall be computed on
the  basis  of  a 365-day year (or a 366-day year during  a  leap
year).



4.  Prepayment.
    ----------

     The  indebtedness evidenced by this Note may be prepaid,  in
whole  or  in part, upon three (3) days prior written  notice  to
Lender  and upon payment of a prepayment fee calculated in  accor
dance with the following schedule:

Loan
Year                    Prepayment Fee
- - ----                    ---------------
  1           FIVE PERCENT (5%) of principal prepaid
  2           FIVE PERCENT (5%) of principal prepaid
  3           FOUR PERCENT (4%) of principal prepaid
  4           THREE PERCENT (3%) of principal prepaid
  5           TWO PERCENT (2%) of principal prepaid
  6           ONE PERCENT (1%) of principal prepaid
  7           NO PREPAYMENT FEE REQUIRED

     Provided,  however, that there shall be  no  prepayment  fee
payable  on principal prepaid during the last sixty (60) days  of
the  term of this Note.  Any partial prepayment shall be  applied
upon payments due hereon in the inverse order of their respective
due  dates.  For purposes hereof, the term 'Loan Year' means each
successive  period  of twelve (12) months, with  the  first  such
period beginning on December 1, 1995.



5.  Restrictions on Transfer and Encumbrance.
    ------------------------------------------

     Borrower and Lender acknowledge and agree that the  Mortgage
referred to in paragraph 9 below contains the following paragraph
4.1:

         4.1   Restrictions on Transfer or Encumbrance of the Property.   
               --------------------------------------------------------
                If  the  Property  or  any  part  thereof  or
    interest  therein shall be encumbered, sold (by  contract
    or  otherwise),  conveyed,  or otherwise  transferred  by
    Mortgagor,  or  if  without  Mortgagee's  prior   written
    consent there shall be any change in the ownership of any
    stock interest in a corporate Mortgagor, in the ownership
    of  any  general partnership interest in any  general  or
    limited partnership Mortgagor or in the ownership of  any
    beneficial interest in any other Mortgagor which is not a
    natural  person  or  persons, or if  without  Mortgagee's
    prior  written consent there shall be any change  in  the
    ownership of any such stock, general partnership or other
    beneficial  interest in any corporation,  partnership  or
    other  entity,  organization or association  directly  or
    indirectly owning an interest in Mortgagor, then the same
    shall  be deemed to be a 'Transfer' for purposes of  this
    paragraph.   In  the event of such a Transfer,  Mortgagee
    may,  at  its  sole  option,  declare  such  Transfer  to
    constitute  an event of default under this  Mortgage  and
    invoke  any remedy or remedies provided for in  paragraph
    8.1  hereof or may, at its sole option, consent  to  such
    Transfer   and  increase  the  interest   rate   on   the
    indebtedness  secured hereby.  Neither of  the  foregoing
    options  shall apply, however, in the case of a  Transfer
    (a)  by  devise or descent or operation of law  upon  the
    death  of  an  individual  Mortgagor,  a  partner  of   a
    partnership  Mortgagor,  a  shareholder  of  a  corporate
    Mortgagor,  the  owner of a beneficial  interest  of  any
    other  Mortgagor which is not a natural  person,  or  the
    owner  of  any  stock,  partnership or  other  beneficial
    interest in any corporation, partnership or other entity,
    organization or association directly or indirectly owning
    an  interest  in Mortgagor, provided that  following  the
    Transfer  the  person(s) and/or firm(s) having  effective
    managerial   control  of  the  Property  are   reasonably
    satisfactory to Mortgagee, (b) a Transfer of the Property
    or  any portion thereof to AnnTaylor, Inc. or any of  its
    subsidiaries, (the 'Permitted Transferees'), so  long  as
    the  transfer is subject to this Mortgage in all respects
    and  the  Permitted Transferee has executed and delivered
    to   the  Mortgagee  such  documents  as  are  reasonably
    requested  to  give effect thereto, or (c)  transfers  of
    shares  of stock in AnnTaylor Stores Corporation so  long
    as  its  stock  is publicly traded on a recognized  stock
    exchange.



6.  Default.
    --------

        (a)    The occurrence of any one or more of the following
        shall constitute an event of default under this Note:

                  (i)    Failure to make any payment of principal
              or  interest  when  due  hereon,  followed  by  the
              failure  to make such payment within ten (10)  days
              after  written notice thereof given to Borrower  by
              Lender; provided, however, that Lender shall not be
              obligated to give Borrower written notice prior  to
              exercising  its  remedies  with  respect  to   such
              default  if  Lender  had  twice  previously   given
              Borrower  during  that calendar year  a  notice  of
              default  for failure to make a payment of principal
              or interest hereon.

                  (ii)    The  occurrence of any other  event  of
              default under the Mortgage referred to in paragraph
              9 below.

        (b)    Time  is of the essence.  If an event  of  default
        occurs  under this Note, (i) the entire principal balance
        hereof  and all accrued interest shall, at the option  of
        Lender, without notice, bear interest at a rate from time
        to  time  equal to five (5) percentage points  over  what
        would  otherwise  be the Note rate (or the  maximum  rate
        permitted  by  applicable law if that is less)  from  the
        date  of the event of default until such event of default
        is cured and (ii) the entire principal balance hereof and
        all  accrued  interest shall immediately become  due  and
        payable   at  the  option  of  Lender,  without   notice.
        Lender's  failure to exercise any option hereunder  shall
        not constitute a waiver of the right to exercise the same
        for any subsequent event of default.



7.  Late Charges.
    ------------

    Borrower acknowledges that, if any payment under this Note is
not  made  when due, Lender will as a result thereof incur  costs
not contemplated by this Note, the exact amount of which would be
extremely  difficult or impracticable to ascertain.   Such  costs
include  without  limitation processing and  accounting  charges.
Accordingly, Borrower hereby agrees to pay to Lender with respect
to  each payment which is not received by Lender within ten  (10)
days  after  such payment is due under this Note  a  late  charge
equal  to  FIVE  PERCENT  (5%)  of the  amount  of  the  payment.
Borrower and Lender agree that such late charge represents a fair
and  reasonable estimate of the costs Lender will incur by reason
of  such late payment.  Acceptance of such late charge by  Lender
shall in no event constitute a waiver of the default with respect
to  the  overdue  amount,  and  shall  not  prevent  Lender  from
exercising  any  of  the other rights and remedies  available  to
Lender.




8.  Costs and Attorneys' Fees.
    --------------------------

     If  an  event of default occurs under this Note  and  Lender
consults  an  attorney regarding the enforcement of  any  of  its
rights under this Note or the Mortgage, or if this Note is placed
in the hands of an attorney for collection, or if suit be brought
to  enforce this Note or the Mortgage, Borrower promises  to  pay
all  costs  thereof, including attorneys' fees.  Said  costs  and
attorneys'  fees  shall  include, without limitation,  costs  and
attorneys'  fees  in  any  appeal or in a  proceeding  under  any
present or future federal bankruptcy act or state receivership.




9.  Security.
    ---------

     This Note is secured by a Mortgage, Assignment of Rents  and
Leases,  Security  Agreement  and  Fixture  Financing  Statement,
('Mortgage')  and  a  separate Assignment  of  Rents  and  Leases
('Assignment')  covering property located  in  Jefferson  County,
Kentucky ('Property').




10. Waiver of Presentment, Etc.
    ---------------------------

     Borrower  hereby waives presentment and demand for  payment,
notice of dishonor, protest and notice of protest.




11. Joint and Several Liability.
    ---------------------------

     The  liability  of  each  of  the  undersigned  corporations
constituting  Borrower is joint and several with respect  to  all
obligations hereunder.




12. Loan Charges.
    -------------

     Interest,  fees and charges collected or to be collected  in
connection  with  the  indebtedness evidenced  hereby  shall  not
exceed the maximum, if any, permitted by any applicable law.   If
any  such  law is interpreted so that said interest, fees  and/or
charges would exceed any such maximum and Borrower is entitled to
the  benefit  of such law, then: (i) such interest,  fees  and/or
charges  shall be reduced by the amount necessary to  reduce  the
same  to  the  permitted  maximum;  and  (ii)  any  sums  already
collected from Borrower which exceeded the permitted maximum will
be  refunded.   Lender may choose to make the  refund  either  by
treating   the  payments,  to  the  extent  of  the  excess,   as
prepayments  of  principal  or by  making  a  direct  payment  to
Borrower.  No prepayment premium shall be assessed on prepayments
under  this  paragraph.  The provisions of this  paragraph  shall
control  over  any  inconsistent provision of this  Note  or  the
Mortgage  or any other document executed in connection  with  the
indebtedness evidenced hereby.



13. Representation and Warranty.
    ---------------------------

    The undersigned both represent and warrant to Lender that the
execution  of this Note, the entering into of the loan  documents
by the undersigned, and particularly the granting of the Mortgage
on  the Property by AnnTaylor Distribution Services, Inc., do not
violate any covenants or restrictions in any debt instruments  or
agreements with or obligations to any other lenders.



14. Governing Law.
    -------------

    This Note shall be construed, enforced and otherwise governed
by the laws of the State of Kentucky.



15. Lender.
    --------

     As  used herein, the term 'Lender' shall mean the holder and
owner of this Note.

                                ANNTAYLOR, INC.,
                                a Delaware corporation


                                By:  /s/ Walter J. Parks
                                     ---------------------
                                Its: Sr. V.P. - Finance


                                 ANNTAYLOR DISTRIBUTION SERVICES,INC.,
                                a Delaware corporation


                                By:  /s/ Walter J. Parks
                                   ---------------------
                                Its:  Vice President