UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 144

OMB Number: 3235-0101

Expires: December 31, 2009

Estimated average burden

hours per response . . . 2.0

NOTICE OF PROPOSED SALE OF SECURITIES

SEC USE ONLY

PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

DOCUMENT SEQUENCE NO.

ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale

directly with a market maker

CUSIP NUMBER

1 (a) NAME OF ISSUER (Please type or print)

J. Crew Group, Inc. (the “Issuer”)

(b) IRS IDENT. NO.

22-2894486

(c) S.E.C. FILE NO.

001-32927

WORK LOCATION

1 (d) ADDRESS OF ISSUER           STREET                                                                                    CITY                                                        STATE                      ZIP CODE

(e) TELEPHONE NO.

770 Broadway New York NY 10003

(212) 209 - 2500

2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES

ARE TO BE SOLD

TPG Investors II, L.P. (“Seller”)

(b) IRS IDENT. NO.

75-2698251

(c) RELATIONSHIP TO

ISSUER

Shareholder

(d) ADDRESS       STREET                                             CITY                STATE            ZIP CODE

301 Commerce Street Suite 3300

Fort Worth, Texas 76102

3 (a)

SEC USE ONLY

(c)

(d)

(e)

(f)

(g)

Title of the

Class of

Securities

To Be Sold

Name and Address of Each Broker Through Whom the

Securities are to be Offered or Each Market Maker

who is Acquiring the Securities

Broker-Dealer

File Number

Number of Shares

or Other Units

To Be Sold

(See instr. 3(c))

Aggregate

Market

Value

(See instr. 3(d))

Number of Shares

or Other Units

Outstanding

(See instr. 3(e))

Approximate

Date of Sale

(See instr. 3(f))

(MO. DAY YR.)

Name of Each

Securities

Exchange

(See instr. 3(g))

Common Stock, par value $0.01 per share

Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

249,467
(1)

$3,672,154

(April 7, 2009)

62,548,892

(March 6, 2009)

April 8, 2009

NYSE

1. (a) Name of issuer

(b) Issuer's I.R.S. Identification Number

(c) Issuer's S.E.C. file number, if any

(d) Issuer's address, including zip code

(e) Issuer's telephone number, including area code

2. (a) Name of person for whose account the securities are to be sold

(b) Such person's I.R.S. identification number, if such person is an entity

(c) Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or
member of immediate family of any of the foregoing)

(d) Such person's address, including zip code

3. (a) Title of the class of securities to be sold

(b) Name and address of each broker through whom the securities are intended to be sold

(c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of

this notice

(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof

outstanding, as shown by the most recent report or statement published by the issuer

(f) Approximate date on which the securities are to be sold

(g) Name of each securities exchange, if any, on which the securities are intended to be sold

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Title of

the Class

Date you

Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired

(If gift, also give date donor acquired)

Amount of

Securities Acquired

Date of

Payment

Nature of Payment

Common Stock

July 1997

July 2006

On July 22, 1997, Seller, together with certain of its co-investing affiliates, acquired shares of the Issuer’s common stock, which following certain stock splits, totalled 14,158,033 shares.

On July 3, 2006, Seller, together with certain of its co-investing affiliates, acquired an aggregate of 3,364,593 shares of common stock of the Issuer from TPG-MD Investment, LLC in a privately negotiated transaction.

On July 13, 2006, in connection with the initial public offering of the issuer, Seller, together with certain of its co-investing affiliates, acquired 3,673,729 shares of common stock of the Issuer. After the acquisitions specified above, Seller directly held 1,885,628 shares.

July 22, 1997: Issuer

July 3, 2006: TPG-MD Investment, LLC

July 13, 2006: Issuer

1,885,628

July 1997

July 2006

Cash (7/22/1997 and 7/13/2006 acquisitions)

Conversion of debt (7/3/2006 acquisition)

INSTRUCTIONS: .

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Name and Address of Sellers

Title of Securities Sold

Date of Sale

Amount of

Securities Sold

Gross Proceeds

N/A

N/A

N/A

N/A

N/A

INSTRUCTIONS:

ATTENTION:

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

                                                 4/8/2009                                                

DATE OF NOTICE

                                                                /s/ Clive D. Bode