Mail Stop 3561
	January 12, 2006


Arlene S. Hong, Esq.
General Counsel
J. Crew Group, Inc.
770 Broadway
New York, New York 10003

          Re:	J. Crew Group, Inc.
	Amendment No. 4 to Registration Statement on Form S-1
	Filed December 22, 2005
	File No. 333-127628
	Form 10-Q for Fiscal Quarter Ended October 29, 2005
	File No. 333-42427

Dear Ms. Hong:

	We have reviewed your amendment and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

Options Grants in Last Fiscal Year, page 72
1. Please expand your discussion in the option grants and values
tables.  If there is a substantial disparity between the option
exercise prices and the proposed public offering price, alert
investors to the disparity and quantify the effect of using the
public offering price as the base to compute the potential option
values using the 5% and 10% assumed rates of stock price
appreciation.  If you wish to provide the potential realizable
values
in the table using the assumed offering price as the base price,
we
will not object, if you explain this in a footnote.  See Section
IV.C
of SEC Release 33-7009.




Unaudited Pro Forma Condensed Consolidated Financial Statements
Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 30
2. We note that the pro forma adjustment to cash and cash
equivalents
does not agree to the amount of cash on hand disclosed in the
sources
and uses of funds table in "Use of Proceeds" on page 22.  Please
revise your disclosure as applicable or tell us what the
difference
represents.

Form 10-Q for the Quarterly Period Ended October 29, 2005
3. We note that the certifications required by Item 601(b)(32) of
Regulation S-K refer to the quarterly report for the period ended
July 30, 2005, as opposed to October 29, 2005.  Accordingly,
please
file a full amendment to the Form 10-Q with updated
certifications.


* * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	You may contact Andrew Blume at (202) 551-3254 or William
Thompson, Accounting Reviewer, at (202) 551-3344 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Matthew Benson at (202) 551-3335 or Ellie
Quarles, Special Counsel, at (202) 551-3238 with any other
questions
you may have.

						Sincerely,



						H. Christopher Owings
						Assistant Director

cc:	Jeffrey D. Karpf, Esq.
	Cleary Gottlieb Steen & Hamilton LLP
	Fax: (212) 225-3999










































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Arlene S. Hong
J. Crew Group, Inc.
January 12, 2006
Page 1