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

  FORM 10-K

(Mark One)

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934.

For the fiscal year ended January 31, 2004

OR

|  |   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934.

Commission file number 1-10738

ANNTAYLOR STORES CORPORATION
(Exact name of registrant as specified in its charter)

(212) 541-3300
(Registrant’s telephone number, including area code)

______________

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:  None

________________

        Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X|  No      .

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X|.

         Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes |X|  No      .

        The aggregate market value of the registrant's voting stock held by non-affiliates of the registrant as of August 2, 2003 was $1,345,276,718.

        The number of shares of the registrant's common stock outstanding as of February 27, 2004 was 45,495,072.

         Documents Incorporated By Reference:

        Portions of the Registrant's Proxy Statement for the Registrant's 2004 Annual Meeting of Stockholders to be held on April 29, 2004 are incorporated by reference into Part III.

PART I

ITEM 1. Business

General

        AnnTaylor Stores Corporation (the “Company”), through its wholly owned subsidiaries, is a leading national specialty retailer of better quality women’s apparel, shoes and accessories sold primarily under the “Ann Taylor” and “Ann Taylor Loft” brands. The Company’s stores offer a full range of career and casual separates, dresses, tops, weekend wear, shoes and accessories, coordinated as part of a total wardrobing strategy. This total wardrobing strategy is reinforced by an emphasis on client service. Ann Taylor sales associates are trained to assist clients in merchandise selection and wardrobe coordination, helping them achieve the “Ann Taylor look” while reflecting the clients’ personal styles. Unless the context indicates otherwise, all references herein to the Company include the Company and its wholly owned subsidiaries.

        The Company believes that “Ann Taylor” is a highly recognized national brand that defines a distinct fashion point of view. The Ann Taylor brand appeals to a broad range of clients through the Company’s Ann Taylor and Ann Taylor Loft concepts. Ann Taylor merchandise represents classic styles, updated to reflect current fashion trends.

        The Company is dedicated to maintaining the right merchandise mix in its stores among suits and separates, tops, footwear and accessories. The Company concentrates on calibrating the timing of its product offerings to address clients’ wardrobing needs, anticipating fabric and yarn preferences on a regional and seasonal basis, and timing direct marketing efforts accordingly.

        The Ann Taylor client base consists primarily of fashion conscious women from the ages of 25 to 55. The Ann Taylor concept appeals to professional women with limited time to shop, who are attracted to Ann Taylor by its focused merchandising and total wardrobing strategy, personalized client service, efficient store layouts and continual flow of new merchandise. The Ann Taylor Loft concept appeals to women with a more relaxed lifestyle and work environment, who appreciate the Ann Taylor style and compelling value. Certain clients of Ann Taylor and Ann Taylor Loft cross-shop both brands.

        As of January 31, 2004, the Company operated 648 retail stores in 43 states, the District of Columbia and Puerto Rico, of which 354 were Ann Taylor stores, 268 were Ann Taylor Loft stores and 26 were Ann Taylor Factory stores. The Company’s operations are conducted within one segment for financial reporting purposes. See “Stores and Expansion” for further discussion.

        In Fiscal 2000, the Company launched anntaylor.com (the “Online Store”), making Ann Taylor merchandise available for direct retail sale to clients over the Internet. The Online Store was designed as an extension of the in-store experience and offers a wide selection of each season’s Ann Taylor collection. The Company believes that the Online Store further builds the Ann Taylor brand and enhances the Company’s relationships with clients, as well as creates the opportunity for sales to new and existing clients.

        In January 2003, the Company launched anntaylorloft.com (collectively with anntaylor.com, the “Online Stores”). The site currently offers clients a search vehicle for locating stores, as well as the opportunity to sign up to receive catalogs and other promotional materials via regular mail or email. The site is scheduled to allow internet sales in Spring 2004.

Merchandise Design and Production

        Substantially all merchandise offered by the Company’s stores is developed by the Company’s in-house product design and development teams, which design merchandise exclusively for the Company. The Company’s merchandising groups determine inventory needs for the upcoming season, edit the assortments developed by the design teams, plan monthly merchandise flows, and arrange for the production of merchandise by independent manufacturers, primarily through the Company’s sourcing division or through private label specialists.

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        The Company’s production management and quality assurance departments establish the technical specifications for all Company merchandise and inspect merchandise on a test basis for uniformity of size and color, as well as for conformity with specifications and overall quality of manufacturing in order to identify potential problems prior to shipment. In addition, spot inspections are performed in factories which produce the Company’s merchandise, including periodic in-line inspections while goods are in production.

        The Company sources merchandise from approximately 260 manufacturers and vendors, none of which accounted for more than 4% of the Company’s merchandise purchases in Fiscal 2003. The Company’s merchandise is manufactured in over 24 countries, with approximately 27% of the Company’s merchandise manufactured in China, 13% in Hong Kong, 13% in the Philippines, and 8% in Korea. Substantially all of the Company’s foreign purchases are negotiated and paid in U.S. dollars.

        The Company cannot predict with certainty whether any of the foreign countries in which its products are currently manufactured or any of the countries in which the Company may manufacture its products in the future will be subject to future import restrictions by the U.S. government, including the likelihood, type or degree of effect of any such new trade restriction.  Trade restrictions, including increased tariffs or quotas, against apparel, footwear or other items sold by the Company could affect the importation of such merchandise and could increase the cost or reduce the supply of merchandise available to the Company and adversely affect the Company’s business, financial condition, results of operations and liquidity.

        On January 1, 2005, in accordance with its commitments under the World Trade Organization (“WTO”) the United States will no longer apply quantitative limits (“quotas”) on the import of apparel from other WTO Members. This action may create short-term cost pressures and reduce availability in certain key product categories from certain countries, specifically China and the Philippines among others, in the fourth quarter of 2004. In 2005, this event should initially improve flexibility obtaining imported merchandise manufactured in countries currently subject to quotas, however this flexibility may be reduced or eliminated if new restrictions are imposed on the import of apparel from other countries. Although the Company cannot predict with certainty the effect the elimination of quotas will have on its business, management believes that any impact on operations arising from changes to quotas or other trade restrictions will not be material.

        The Company’s merchandise flow may also be adversely affected by financial or political instability in any of the countries in which its goods are manufactured, the potential impact of health concerns relating to severe infectious diseases, particularly on manufacturing operations of the Company’s vendors in Asia and elsewhere, or acts of war or terrorism in the United States or worldwide, if it affects the production, shipment or receipt of merchandise from such countries.  Merchandise flow may also be adversely affected by significant fluctuation in the value of the U.S. dollar against foreign currencies or restrictions on the transfer of funds. See “Statement Regarding Forward Looking Disclosures”.

        The Company does not maintain any long-term or exclusive commitments or arrangements to purchase merchandise from any single supplier. The Company believes it has good relationships with its suppliers and that, subject to the discussion above, there will continue to be adequate sources to produce a sufficient supply of quality goods in a timely manner and on satisfactory economic terms.

Inventory Control and Merchandise Allocation

        The Company’s planning departments analyze each store’s size, location, demographics, sales and inventory history to determine the quantity of merchandise to be purchased for, and the allocation of merchandise to, the Company’s stores. Upon receipt, merchandise is allocated to achieve an emphasis that is suited to each store’s client base. Merchandise typically is sold at its original marked price for several weeks, with the length of time varying by item. The Company reviews its inventory levels on an on-going basis in order to identify slow-moving merchandise styles and broken assortments (items no longer in stock in a sufficient range of sizes) and uses markdowns to clear this merchandise. Markdowns may be used if inventory exceeds client demand for reasons of design, seasonal adaptation or changes in client preference, or if it is determined that the inventory will not sell at its currently marked price. Some marked-down items remaining unsold are moved periodically to the Company’s Ann Taylor Factory stores, where additional markdowns may be taken.

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        In Fiscal 2003, inventory turned 4.1 times compared to 3.5 times in Fiscal 2002 and 3.7 times in Fiscal 2001. Inventory turnover is determined by dividing cost of sales by the average of the cost of inventory at the beginning and the end of the period.

        The Company’s comprehensive merchandising information system provides systems support for the Company’s merchandising functions. This system serves as the Company’s central source of information regarding merchandise items, inventory management, purchasing, replenishment, receiving and distribution. During 2003 the Company introduced a new store planning system to improve the management of store inventory levels.

        The Company uses a centralized distribution system, under which nearly all merchandise is distributed to the Company’s stores through its distribution center, located in Louisville, Kentucky. See “Properties”. Merchandise is shipped by the distribution center to the Company’s stores several times each week.

Stores and Expansion

        An important aspect of the Company’s business strategy is a real estate expansion program designed to reach new clients through the opening of new stores. The Company opens new stores in markets that it believes have a sufficient concentration of its target clients. The Company also adds stores, or expands the size of existing stores, in markets where the Company already has a presence, as market conditions warrant and sites become available. Store locations are determined on the basis of various factors, including geographic location, demographic studies, anchor tenants in a mall location, other specialty stores in a mall or specialty center location or in the vicinity of a village location, and the proximity to professional offices in a downtown or village location. Stores opened in factory outlet centers are located in factory outlet malls in which co-tenants generally include a significant number of outlet or discount stores operated under nationally recognized upscale brand names. Store size also is determined on the basis of various factors, including geographic location, demographic studies, and space availability.

        As of January 31, 2004, the Company operated 648 stores throughout the United States, the District of Columbia and Puerto Rico, of which 354 were Ann Taylor stores, 268 were Ann Taylor Loft stores, and 26 were Ann Taylor Factory Stores.

        The average Ann Taylor store is approximately 5,000 square feet in size. The Company also has three flagship Ann Taylor stores in New York City, San Francisco and Chicago, which represent the fullest assortment of Ann Taylor merchandise. In Fiscal 2003, the Company opened 8 Ann Taylor stores that averaged approximately 4,600 square feet. In Fiscal 2004, the Company plans to open approximately 10 — 15 Ann Taylor stores, which are expected to average approximately 5,000 square feet.

        Ann Taylor Loft stores average approximately 6,000 square feet. In Fiscal 2003, the Company opened 61 Ann Taylor Loft stores that averaged approximately 5,400 square feet. In Fiscal 2004, the Company expects to open approximately 65 — 70 Ann Taylor Loft stores, which are expected to average approximately 5,500 square feet.

        The Company’s 26 Ann Taylor Factory stores average approximately 9,200 square feet. In Fiscal 2003 the Company opened 1 Ann Taylor Factory store that was approximately 7,400 square feet. In Fiscal 2004, the Company expects to open approximately seven Ann Taylor Factory stores, which are expected to average about 7,200 square feet.

        The Company’s stores typically have approximately 20% of their total square footage allocated to stockroom and other non-selling space.

        The following table sets forth certain information regarding store openings, expansions and closings for Ann Taylor stores (“ATS”), Ann Taylor Loft stores (“ATL”), and Ann Taylor Factory stores (“ATFS”) over the past five years:

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(a)	All stores expanded and all stores closed were ATS stores, except that in 2003, two stores closed were ATFS stores; in 2002, one store closed was an ATFS store; in 2001, five stores closed were ATFS stores, and two stores closed were ATL stores; and in 2000, two stores closed were ATL stores and one store closed was an ATFS store. In addition, two stores closed in 2000 and four stores closed in 1999 were ATS stores that were replaced in the same locations with new ATL stores.
(b)	In 2002, 2001 and 2000, 18, two and three ATL stores located in factory outlet malls were converted to ATFS stores, respectively.

        The Company believes that its existing store base is a significant strategic asset of its business, and its stores are located in some of the most productive retail centers in the United States. The Company has invested approximately $219,000,000 in its store base since the beginning of Fiscal 1999; approximately 53% of its stores are either new or have been remodeled, as a result of an expansion or relocation, in the last five years.

        The Company’s Fiscal 2003 real estate expansion plan resulted in an increase in the Company’s total store square footage of approximately 357,000 square feet (net of store closings), or 10.8%, from approximately 3,305,000 square feet at the end of Fiscal 2002 to approximately 3,662,000 square feet at the end of Fiscal 2003. In Fiscal 2004, the Company intends to increase store square footage by approximately 470,000 square feet, or 12.8%.

        The Company’s expansion in Fiscal 2004 may include increased implementation of new ideas in design and product mix similar to those tested in the Company’s store in the Short Hills Mall in New Jersey. This 11,000 square foot store features a more striking and sophisticated look, consistent with this upscale mall, and includes a separate entrance for Ann Taylor Petite clients.

        Capital expenditures for the Company’s Fiscal 2003 store expansion program, net of landlord construction allowances, totaled approximately $33,000,000 and expenditures for store refurbishing and refixturing totaled approximately $15,000,000. The Company expects that capital expenditures for its Fiscal 2004 store expansion program, net of landlord construction allowances, will be approximately $50,000,000 and expenditures for store refurbishing and refixturing will be approximately $22,000,000.

        The Company’s ability to continue to increase store square footage will be dependent upon, among other things, general economic and business conditions affecting consumer confidence and spending, the availability of desirable locations and the negotiation of acceptable lease terms. See “Statement Regarding Forward Looking Disclosures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”.

Customer Credit

        On February 4, 2002, the Company sold its proprietary credit card portfolio to World Financial Network National Bank and contracted with Alliance Data Systems Corporation, to provide private label credit card services to proprietary Ann Taylor credit card customers. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”.

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Information Systems

        During Fiscal 2003 the Company continued its ongoing commitment to make investments and enhancements to information services and technology. The Company continued to rollout enhancements to its performance measurement software which enables the measurement of store associate job performance against learning and productivity goals. The Company completed the rollout of a store based Wide Area Network that has resulted in improved communication between corporate offices and stores, and will provide a platform for future operational improvements. In addition, the Company completed several new initiatives in fiscal 2003. These include the deployment of an application that serves to locate product across the chain for clients; and the implementation of a price optimization system which will help improve the profitability of merchandising decisions and improve gross margin by optimally pricing product relative to client demand.

Brand Building and Marketing

        The Company believes that its Ann Taylor and Ann Taylor Loft brands are among its most important assets. The ability of the Company to continuously evolve these brands to appeal to the changing needs and priorities of their target client bases is a key source of its competitive advantage. All aspects of brand development for both retail concepts, including product design, store merchandising and shopping environments, channels of distribution, and marketing and advertising, are controlled by the Company. The Company continues to invest in the development of these brands through, among other things, client research, advertising, in-store marketing, direct mail marketing, and its internet presence. The Company also makes investments to enhance the overall client experience through the opening of new stores, the expansion and remodeling of existing stores, and a focus on client service.

        The Company believes it is strategically important to communicate on a regular basis directly with its current client base and with potential clients, through national and regional advertising, as well as through direct mail marketing and in-store presentation. Marketing expenditures as a percentage of sales were 2.5% in Fiscal 2003, 2.2% in Fiscal 2002 and 2.6% in Fiscal 2001.

Trademarks and Service Marks

         The “AnnTaylor” and “AnnTaylor Loft” trademarks are registered with the United States Patent and Trademark Office and with the trademark registries of many foreign countries. The Company’s rights in the “AnnTaylor” and “AnnTaylor Loft” marks are a significant part of the Company’s business, as the Company believes those trademarks are well known in the women’s retail apparel industry. Accordingly, the Company intends to maintain its “AnnTaylor” and “AnnTaylor Loft” marks and related registrations and vigorously protect its trademarks against infringement.

Competition

        The women’s retail apparel industry is highly competitive. The Company’s stores compete with certain departments in national or local department stores, and with other specialty store chains, independent retail stores, catalog and internet businesses that offer similar categories of merchandise. The Company believes that its focused merchandise selection, exclusive fashions, personalized service, wardrobing advice and convenience distinguish it from other apparel retailers. Many of the Company’s competitors are considerably larger and have substantially greater financial, marketing and other resources than the Company and there is no assurance that the Company will be able to compete successfully with them in the future.

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Employees

        As of January 31, 2004, the Company had approximately 13,000 employees, of which 3,100 were full-time salaried employees, 1,700 were full-time hourly employees and 8,200 were part-time hourly employees working less than 30 hours per week. None of the Company’s employees are represented by a labor union. The Company believes that its relationship with its employees is good.

Available Information

        The Company makes available free of charge on its website, http://investor.anntaylor.com, copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after filing such material electronically with, or otherwise furnishing it to, the United States Securities and Exchange Commission (the “SEC”). Copies of the charters of each of the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, as well as the Company’s Corporate Governance Guidelines and Business Conduct Guidelines, are also available on the website or in print upon written request by any shareholder.

Statement Regarding Forward-Looking Disclosures

        Sections of this annual report on Form 10-K, including the following Management’s Discussion and Analysis of Financial Condition and Results of Operations, contain various forward-looking statements, made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements may use the words “expect”, “anticipate”, “plan”, “intend”, “project”, “may”, “believe” and similar expressions. These forward-looking statements reflect the Company’s current expectations concerning future events, and actual results may differ materially from current expectations or historical results. Any such forward-looking statements are subject to various risks and uncertainties, including failure by the Company to predict accurately client fashion preferences; decline in the demand for merchandise offered by the Company; competitive influences; changes in levels of store traffic or consumer spending habits; effectiveness of the Company’s brand awareness and marketing programs; general economic conditions or a downturn in the retail industry; the inability of the Company to locate new store sites or negotiate favorable lease terms for additional stores or for the expansion of existing stores; lack of sufficient consumer interest in the Company’s Online Store(s); a significant change in the regulatory environment applicable to the Company’s business; risks associated with the possible inability of the Company, particularly through its sourcing and logistics functions, to operate within production and delivery constraints; the impact of quotas, and the elimination thereof; an increase in the rate of import duties or export quotas with respect to the Company’s merchandise; financial or political instability in any of the countries in which the Company’s goods are manufactured; the potential impact of health concerns relating to severe infectious diseases, particularly on manufacturing operations of the Company’s vendors in Asia and elsewhere; acts of war or terrorism in the United States or worldwide; work stoppages, slowdowns or strikes; the inability of the Company to hire, retain and train key personnel, and other factors set forth in the Company’s filings with the SEC. The Company does not assume any obligation to update or revise any forward-looking statements at any time for any reason.

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ITEM 2.    Properties

        As of January 31, 2004, the Company operated 648 stores in 43 states, the District of Columbia and Puerto Rico, all of which were leased. Store leases typically provide for initial terms of ten years, although some leases have shorter or longer initial periods. Some of the leases grant the Company the right to extend the term for one or two additional five-year periods. Some leases also contain early termination options, which can be exercised by the Company under specific conditions. Most of the store leases require the Company to pay a specified minimum rent, plus a contingent rent based on a percentage of the store’s net sales in excess of a specified threshold. Most of the leases also require the Company to pay real estate taxes, insurance and certain common area and maintenance costs. The current terms of the Company’s leases, including renewal options, expire as follows:

        Ann Taylor leases corporate offices at 142 West 57th Street in New York City, containing approximately 140,000 square feet and approximately 93,000 square feet of office space at 1372 Broadway in New York City. The leases for these premises expire in 2006 and 2010, respectively. The Company also leases office space in New Haven, Connecticut, containing approximately 39,000 square feet. This lease expires in October 2004. The Company is currently evaluating alternative office locations in the New Haven area.

        Ann Taylor’s wholly owned subsidiary, AnnTaylor Distribution Services, Inc., owns its 256,000 square foot distribution center located in Louisville, Kentucky. Nearly all Ann Taylor merchandise is distributed to the Company’s stores through this facility. The parcel on which the Louisville distribution center is located comprises approximately 20 acres and could accommodate possible future expansion of the facility.
 

ITEM 3.    Legal Proceedings

        The Company is a party to routine litigation incidental to its business. Although the amount of any liability that could arise with respect to these actions cannot be accurately predicted, in the opinion of the Company, any such liability will not have a material adverse effect on the consolidated financial position, consolidated results of operations, or liquidity of the Company.
 

ITEM 4.    Submission of Matters to a Vote of Security Holders

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PART II

ITEM 5.    Market for Registrant’s Common Equity and Related Stockholder Matters

         The Company’s common stock is listed and traded on the New York Stock Exchange under the symbol ANN. The number of holders of record of common stock at February 27, 2004 was 579. The following table sets forth the high and low sale prices for the common stock on the New York Stock Exchange for the periods indicated.

        In April 2002, the Company’s Board of Directors approved a 3-for-2 split of the Company’s common stock, in the form of a stock dividend. One additional share of Common stock for every two shares owned was distributed on May 20, 2002 to stockholders of record at the close of business on May 2, 2002. All share and per share amounts for all periods presented in this report have been restated to reflect the stock split.

        The Company has never paid cash dividends on its common stock. As a holding company, the Company’s ability to pay dividends is dependent upon the receipt of dividends or other payments from its subsidiaries, including the Company’s direct wholly owned subsidiary AnnTaylor, Inc. (“Ann Taylor”). In addition, any determination to pay cash dividends is at the discretion of the Company’s Board of Directors. The payment of dividends by Ann Taylor to the Company is subject to certain restrictions under Ann Taylor’s Credit Facility. The Company is also subject to certain restrictions contained in the Credit Facility on the payment of cash dividends on its common stock. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.

ITEM 6.    Selected Financial Data

        The following historical consolidated income statement and consolidated balance sheet information has been derived from the audited consolidated financial statements of the Company. The Company’s consolidated statements of income, stockholders’ equity and cash flows for each of the three fiscal years ended January 31, 2004, February 1, 2003 and February 2, 2002 and consolidated balance sheets as of January 31, 2004 and February 1, 2003, as audited by Deloitte & Touche LLP, independent auditors, appear elsewhere in this document. The information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto of the Company included elsewhere in this document. All references to years are to the fiscal year of the Company, which ends on the Saturday nearest January 31 in the following calendar year. All fiscal years for which financial information is set forth below had 52 weeks, except the fiscal year ended February 3, 2001 which had 53 weeks.

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