December 29, 2010
VIA EDGAR CORRESPONDENCE
Peggy Kim, Esq.
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3628
| Re: | J.Crew Group, Inc. |
| Schedule 13E-3 filed December 6, 2010 |
| File No. 005-81886 |
| Preliminary Schedule 14A filed December 6, 2010 |
| File No. 001-32927 |
Dear Ms. Kim:
In connection with the response of J.Crew Group, Inc., Chinos Holdings, Inc., Chinos Acquisition Corporation, TPG Partners VI, L.P., Green Equity Investors V, L.P., Green Equity Investors Side V, L.P. and Millard S. Drexler (the foregoing collectively, the “Filing Persons”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated December 17, 2010, each of the Filing Persons acknowledges that:
| • | it or he is responsible for the adequacy and accuracy of the disclosure in the filings; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and |
| • | it or he may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you have any questions, please do not hesitate to call Daniel S. Sternberg at (212) 225-2630 or Matthew P. Salerno at (212) 225-2742 at Cleary Gottlieb Steen & Hamilton LLP.
| J.CREW GROUP, INC. | ||||
| By: | /s/ James S. Scully | |||
| Name: | James S. Scully | |||
| Title: | Chief Administrative Officer and | |||
| Chief Financial Officer | ||||
| CHINOS HOLDINGS, INC. | ||||
| By: | /s/ Ronald Cami | |||
| Name: | Ronald Cami | |||
| Title: | Vice President | |||
| CHINOS ACQUISITION CORPORATION | ||||
| By: | /s/ Ronald Cami | |||
| Name: | Ronald Cami | |||
| Title: | Vice President | |||
| TPG PARTNERS VI, L.P. | ||||
| By: TPG GenPar VI, L.P., its General Partner | ||||
| By: TPG GenPar VI Advisors, LLC, its General Partner | ||||
| By: | /s/ Ronald Cami | |||
| Name: | Ronald Cami | |||
| Title: | Vice President | |||
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| GREEN EQUITY INVESTORS V, L.P. | ||||
| By: GEI Capital V, LLC, its General Partner | ||||
| By: | /s/ Michael Gennaro | |||
| Name: | Michael Gennaro | |||
| Title: | Chief Operating Officer and Secretary | |||
| GREEN EQUITY INVESTORS SIDE V, L.P. | ||||
| By: GEI Capital V, LLC, its General Partner | ||||
| By: | /s/ Michael Gennaro | |||
| Name: | Michael Gennaro | |||
| Title: | Chief Operating Officer and Secretary | |||
| MILLARD S. DREXLER | ||||
| /s/ Millard S. Drexler | ||||
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