Receivables Financing Agreement - AnnTaylor Funding Inc., AnnTaylor Inc., Market Street Capital Corp., and PNC Bank NA


          THIS FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES
FINANCING AGREEMENT, dated as of November 1, 1996 (this
'Amendment'), is among AnnTaylor Funding, Inc. (the 'Company'),
                                                     -------
AnnTaylor, Inc. (the 'Servicer'), Market Street Capital Corp.
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(the 'Lender') and PNC Bank, National Association, as
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administrator for the Lender (the 'Administrator').
                                   -------------

                           
                           BACKGROUND
     
     1.   The Company, the Servicer, the Lender and the
Administrator are parties to that certain Amended and Restated
Receivables Financing Agreement, dated as of October 31, 1995
(the 'Receivables Financing Agreement').
      -------------------------------
     
     
     2.   The parties hereto desire to amend the Receivables
Financing Agreement in order to extend the scheduled termination
date as set forth herein.

     NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
     
     
     Section 1.  Definitions.  Capitalized terms used in this
                 -----------
Amendment and not otherwise defined herein shall have the
meanings assigned thereto in the Receivables Financing Agreement.
     
     
     
     Section 2.  Termination Date.  The definition of
                 ----------------
'Termination Date' set forth in Appendix A to the Receivables
                                ----------
Financing Agreement is hereby amended by deleting the date
'January 27, 1997' where it appears in paragraph (c) thereof and
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substituting therefor the date 'May 4, 1998'.

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     Section 3.  Representations and Warranties.  The Company and
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the Servicer hereby represent and warrant that (i) the
representations and warranties contained in Article VI of the
                                            ----------
Receivables Financing Agreement are true and correct on and as of
the date hereof, and after giving effect hereto, as though made
on and as of such date, and shall be deemed to have been made on
and as of such date, and (ii) no event has occurred and is
continuing or would result from this Amendment, that constitutes
an Event of Default or Unmatured Event of Default.

     Section 4.  Miscellaneous.  The Receivables Financing
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Agreement, as amended hereby, remains in full force and effect.
Any reference to the Receivables Financing Agreement from and
after the date hereof shall be deemed or referred to the
Receivables Financing Agreement as amended hereby, unless
otherwise expressly stated.  The Company hereby agrees to execute
and deliver a replacement Note, substantially in the form set
forth in Exhibit A hereto, on or before the date hereof.  This
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Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.  This Amendment may be
executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same agreement.


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     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers there unto
duly authorized, as of the date first above written.

                           ANNTAYLOR FUNDING, INC.

                           By: /s/ Walter J. Parks 
                               _______________________________
                           Name Printed: Walter J. Parks
                                        ______________________
                           Title:  VP - Finance
                                 _____________________________

                           ANNTAYLOR, INC.

                           By: /s/  Walter J. Parks
                               -------------------------------
                           Name Printed: Walter J. Parks
                                         ---------------------
                           Title: SVP - Finance
                                  ----------------------------


                           MARKET STREET CAPITAL CORP.

                           By: /s/ Juliana Johnson
                               -------------------------------
                           Name Printed: Juliana Johnson
                                        ----------------------
                           Title: Vice President
                                  ----------------------------

                           
                           
                           PNC BANK, NATIONAL ASSOCIATION

                           By: /s/ Richard J. Hendrix
                               _______________________________
                           
                           Name Printed: Richard J. Hendrix
                                        _____________________
                           
                           Title: Managing Director - PNC Securities Corp.,
                                  as Agent for PNC Bank, National Association
                                 _________________________________________


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