TAYLOR ANN STORES CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                Exhibit 10.1


                              FIRST AMENDMENT TO
                       THE ANNTAYLOR STORES CORPORATION
                    2002 STOCK OPTION AND RESTRICTED STOCK
                              AND UNIT AWARD PLAN


      The AnnTaylor  Stores  Corporation 2002 Stock Option and Restricted Stock
and Unit Award Plan (the  "Plan") is hereby  amended  effective as of March 11,
2003, as set forth below.

      1.   The first  paragraph  of Section 5 of the Plan is hereby  amended to
read in its entirety as follows:

      "The  shares of Common  Stock  subject to Options  and  Restricted  Stock
      Awards  hereunder shall be shares of the Corporation that are held by the
      Corporation  as  treasury  shares.  Subject  to the  next  sentence,  the
      aggregate  number  of  shares of  Common  Stock as to which  Options  and
      Restricted  Stock may be granted  from time to time under this Plan shall
      not exceed  3,000,000  (as adjusted to reflect the 3 for 2 stock split in
      May,  2002) of which no more than an  aggregate  of  525,000  shares  (as
      adjusted  to reflect  the 3 for 2 stock  split in May,  2002) may be used
      for grants of Restricted  Stock;  and the number of Restricted Units that
      may  be  granted  from  time  to  time  shall  not  exceed  50,000.   The
      limitations  established  by the preceding  sentence  shall be subject to
      adjustment  as provided in Section  6(i) hereof.  No single  employee may
      be granted  Options  covering  more than  600,000  shares (as adjusted to
      reflect  the 3 for 2 stock  split  in May,  2002)  of  Common  Stock,  or
      Restricted   Stock  Awards  or  Restricted   Unit  Awards   (constituting
      performance  based  compensation  within the meaning of Section 162(m) of
      the Code)  covering more than 150,000  shares (as adjusted to reflect the
      3 for 2 stock  split  in May,  2002) of  Common  Stock,  (subject  to any
      adjustments  pursuant to Section  6(i)  below)  during any fiscal year of
      the Company."

      Except as set forth  above,  the Plan is hereby  ratified and affirmed in
all respects.


</TEXT>
</DOCUMENT>
