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Employment Agreement - AnnTaylor Stores Corp. and J. Patrick Spainhour


      This AMENDMENT (this 'Amendment') is entered into as of
August  23,  1996 (the 'Amendment Effective  Date'),  by  and
between ANNTAYLOR STORES CORPORATION (the 'Company')  and  J.
PATRICK   SPAINHOUR  (the  'Executive'),   and   amends   the
Employment Agreement, dated as of February 16, 1996,  between
the Company and the Executive (the 'Original Agreement').

      For  good  and valuable consideration, the receipt  and
sufficiency of which are hereby acknowledged by the  parties,
the Company and the Executive agree as follows:

      1.   All capitalized terms used and not defined  herein
shall  have  the  meanings ascribed to them in  the  Original
      2.   Section  2  of  the Original Agreement  is  hereby
amended  by  extending  the  end  of  the  initial  term   of
employment of the Executive from February 19, 1999 to  August
23,  1999,  unless further extended or sooner  terminated  as
provided in the Original Agreement.

      3.   The  first two sentences of Section  3(a)  of  the
Original  Agreement is are hereby amended  to  provide  that,
effective as of August 23, 1996, the Executive shall serve as
Chairman  and  Chief Executive Officer of  the  Company,  and
shall  report  directly  to the Board  of  Directors  of  the
Company.   The third sentence of Section 3(a) of the Original
Agreement is hereby deleted in its entirety.

      4.  Section 5(a)(i) of the Original Agreement is hereby
amended  by  increasing Executive's annual base salary  to  a
rate  of $650,000, effective from and as of August 23,  1996,
and is hereby further amended to provide that, effective from
as  of  January 1, 1998, Executive's annual base salary shall
be  increased to a rate of $725,000.  Such base salary  rates
may  be increased from time to time, in the discretion of the
Board  of Directors, in accordance with the Company's  annual
executive  performance  review  procedures,  as  provided  in
Section 5(a) of the Original Agreement.

     5.  Section 5(a)(ii) of the Original Agreement is hereby
amended to increase Executive's Performance Percentage  under
the Company's Management Performance Compensation Plan to 50%
for  the  Fall  1996  Season.   Thereafter,  the  Performance
Percentage shall be determined as provided in the Performance
Plan.   The last sentence of Section 5(a)(ii) shall  continue
to apply.
Amendment to Employment Agreement
Page 2

     6.  The Executive shall be granted a performance-vesting
Non-Qualified  Stock  Option (the  'Performance  Option')  to
acquire   seventy-five  thousand  (75,000)  shares   of   the
Company's  Common  Stock  under  the  Option  Plan,  with  an
exercise  price equal to the fair market value  (as  defined,
and  determined  as of the date of grant,  under  the  Option
Plan)  of  the  Common Stock.  The Performance  Option  shall
become exercisable on the earliest to occur of the following:
(i)  the  ninth anniversary of the date of grant (the  'grant
date'), (ii) the date of achievement by the Company of  total
earnings  per  share of at least $1.50 over four  consecutive
quarters  ending  after the grant date, and (iii)  the  first
date  occurring after the grant date on which the fair market
value  (as  defined in the Option Plan) of a share of  Common
Stock on each of the ten consecutive trading days immediately
preceding  such  date is equal to at least  $35.00;  provided
that, (a) in the case of each of clauses (ii) and (iii),  (1)
such  date occurs no later than the fifth anniversary of  the
grant  date, and (2) a portion of the Performance Option  may
become  exercisable,  based upon satisfaction  of  terms  and
conditions  consistent with those set forth in the  Company's
standard  stock  option agreement applicable  to  performance
options, if exercisability has not otherwise occurred by  the
fifth  anniversary of the grant date; and (b) in the case  of
each of clauses (i) through (iii), the Executive has remained
continuously  employed by the Company  until  the  applicable
date.   The Performance Option shall contain such other terms
and  conditions  as  are set forth in the Company's  standard
stock  option agreements applicable to such type  of  option,
including,  but  not  limited to, accelerated  exercisability
upon the occurrence of an Acceleration Event under the Option

      7.   Executive  shall be granted seventy-five  thousand
(75,000)  restricted shares of common stock  of  the  Company
(the  'Restricted  Shares').   One-third  of  the  Restricted
Shares  shall  vest  on, and be delivered  to  the  Executive
promptly following, each of the first three anniversaries  of
the  Amendment  Effective Date, provided  the  Executive  has
remained  continuously  employed by  the  Company  until  the
applicable   date.    Notwithstanding  the   foregoing,   any
outstanding  unvested Restricted Shares  shall  become  fully
vested  (i)  upon  occurrence of an  Acceleration  Event,  as
defined  under the Option Plan, or (ii) if the Company  shall
terminate the Executive's employment other than for Cause  or
the Executive shall terminate his employment for Good Reason.
The  Company  shall  file  with the Securities  and  Exchange
Commission  a  shelf  registration  statement  covering   the
Restricted  Shares,  pursuant to  which  Executive  may  sell
vested  Restricted  Shares from time to  time.   The  Company
shall   use  its  best  efforts  to  cause  the  registration
statement  to become effective on or before August  22,  1997
and  to keep such registration statement effective until  all
such  shares have been sold by Executive (except during  such
times  that  maintaining  effectiveness  would  require   the
Company to disclose a material corporate development but  the
Company does not believe that such disclosure would be in the
best interests of the Company and its stockholders).
Amendment to Employment Agreement
Page 3
      8.   From  and after the Amendment Effective Date,  the
term  'Agreement', as used in the Original  Agreement,  shall
mean the Original Agreement as amended by this Amendment, and
the Original Agreement, as so amended, shall continue in full
force and effect.

      9. Sections 11 through 17 of the Original Agreement are
hereby  made  a  part  of,  and  are  incorporated  by   this
reference, into this Amendment.

      IN WITNESS WHEREOF, the parties have executed this
Amendment this 27th day of January, 1997, intending it to  be
effective as of August 23, 1996.


By:/s/ Rochelle Lazarus                     /s/ J. Patrick Spainhour
   ______________________________           __________________________
       Rochelle Lazarus, Director               J.  PATRICK SPAINHOUR

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