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Response Letter to the SEC

 [Letterhead of Cleary Gottlieb Steen & Hamilton LLP]

 Writer’s Direct Dial: (212) 225-2336

 E-Mail: jmcmullin@cgsh.com

 October 17, 2005

 Mr. Andrew Blume

 Mail Stop 3561

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:   J. Crew Group, Inc.

 Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-127628),

 Filed with the Securities and Exchange Commission on October 11, 2005

 Dear Mr. Blume:

 On behalf of J. Crew Group, Inc. (the “Company”), we enclose herewith the information requested by the Staff
during our October 12, 2005 conference call regarding the comments in the Staff’s letter dated October 7, 2005. Except as otherwise noted in this letter, the information provided in this letter has been supplied by the Company, which
is solely responsible for it. Capitalized terms used but not defined herein are used as defined in the Registration Statement.

 With respect to Comment 13, the Company believes that the historical trends, as outlined in Exhibit A to this letter, justify its position of recording
breakage at the time of issuance of a gift card. In addition, the Company does not believe that any other method (e.g., recognizing breakage ratably over time or at the end of the breakage period) would have produced a materially different
result, as outlined in Exhibits B and C to this letter.

 With
respect to Comment 15, the inventory reserves were, as indicated in Exhibit D to this letter, increased to $12.4 million at February 1, 2003 based on the Company’s decision to modify its strategy to clear inventory at the end of each
season.

 Andrew Blume

 Securities and
Exchange Commission

 Page 2 of 3

 These reserves were reduced in fiscal 2003 (primarily during the first three quarters) as the inventories to which the reserve related were disposed of. The impact of
this disposition of inventories on the Company’s financial results was discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s Annual Report on Form
10-K for the Fiscal Year Ended January 31, 2004 and each of the Company’s Quarterly Reports on Form 10-Q filed during fiscal 2003. Since January 31, 2004, the dollar amount of the inventory reserves has not significantly changed as
the Company has adhered to its strategy of clearing the predominant amount of its inventories at the end of each season. Exhibit D to this letter summarizes the effect of the increasing recovery rates during fiscal 2003 and fiscal 2004 and fiscal
2005 to date.

 Please direct any comments or questions
regarding this filing to Jeffrey D. Karpf at (212) 225-2864 or James McMullin at (212) 225-2336.

 Very truly yours,

 /s/    James McMullin

 Enclosure

 cc: William Thompson

       Ellie Quarles

       (Securities and Exchange Commission)

       Arlene Hong

       (J.
Crew Group, Inc.)

       Jeffrey D. Karpf

       (Cleary Gottlieb Steen & Hamilton LLP)

 Exhibit A

Issuances/Redemptions by Year

Dollars

Issuances

Redemptions

Unredeemed
at 1/29/05

Fiscal

2000

2001

2002

2003

2004

2000

23,540

13,788

6,860

783

254

204

1,651

2001

26,144

—

16,109

6,926

669

258

2,182

2002

23,465

—

—

14,776

6,030

733

1,926

2003

22,333

—

—

—

13,253

6,585

2,495

2004

26,433

—

—

—

—

15,430

11,003

Percentage

Year of
Issuance

Year 2

Year 3

Year 4

Year 5

Year 6

2000

59
%

29
%

3
%

1
%

1
%

2001

62
%

26
%

3
%

2002

63
%

26
%

3
%

2003

59
%

29
%

2004

58
%

Average

60
%

28
%

3
%

1
%

1
%

 Exhibit B

Recognition of breakage income (historical by quarter)

2002

2003

2004

 Q1

$
0.3

$
0.2

$
0.2

 Q2

0.3

0.3

0.3

 Q3

0.3

0.2

0.3

 Q4

1.1

1.0

0.6

 Fiscal Year

$
2.0

$
1.7

$
1.4

 Exhibit C

Effect on prior years (See note)

1999

2000

2001

2002

2003

2004

2005

2006

2007

1999

(1.2
)

0.7

0.4

0.1

2000

(1.6
)

1.0

0.5

0.1

2001

(1.8
)

1.1

0.5

0.2

2002

(2.0
)

1.2

0.6

0.2

2003

(1.7
)

1.0

0.5

0.2

2004

—

—

(1.4
)

0.8

0.4

0.2

(0.3
)

0.1

0.4

Note:

The above table summarizes the fiscal year effect of recognizing breakage on a ratable basis over a period of 3 years (60% - 28% - 5%).

 Exhibit D

J. Crew Group, Inc.

 Inventory Overstock Reserve

 Historical Analysis of Increased Recovery Rates

 ($ in thousands)

Q2’05

Q1’05

Q4’04

Q3’04

Q2’04

Q1’04

Q4’03

Q3’03

Q2’03

Q1’03

Q4’02

7/30/2005

4/30/2005

1/29/2005

10/31/2004

7/31/2004

5/1/2004

1/31/2004

11/1/2003

8/2/2003

5/3/2003

2/1/2003

 Total Inventory

$
110,569

104,503

88,093

137,315

94,377

84,721

66,028

118,938

84,810

100,254

107,318

 Overstock Reserve

$
(3,999
)

(3,724
)

(4,483
)

(4,996
)

(5,372
)

(5,146
)

(5,040
)

(4,845
)

(7,959
)

(9,791
)

(12,420
)

 Impact of Increased Recovery Rates

$
—

80

200

—

—

56

153

104

—

150

 Income (Loss) from Operations

20,143

22,986

19,013

13,106

8,348

(2,825
)

722

(6,358
)

(14,644
)

(10,495
)

 Net Income (Loss)

$
1,732

4,897

(52,822
)

(9,938
)

(13,762
)

(23,787
)

(20,404
)

(24,536
)

15,013

(20,257
)

 Impact as % Net Income

0.00
%

1.64
%

0.38
%

0.00
%

0.00
%

0.24
%

0.75
%

0.42
%

0.00
%

0.74
%

 Impact as % Income (Loss) from Operations

0.00
%

0.35
%

1.05
%

0.00
%

0.00
%

2.00
%

21.16
%

1.63
%

0.00
%

1.43
%