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                                                                    EXHIBIT 31.1

                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Millard S. Drexler, certify that:

1.    I have reviewed this quarterly report on Form 10-Q/A (Amendment No. 1) of
      J. Crew Group, Inc. and J. Crew Operating Corp.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      each registrant as of, and for, the periods presented in this report.

4.    Each registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for such registrant
      and have:

          a)   Designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to such
               registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this report is being prepared;

          b)   Evaluated the effectiveness of such registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure controls
               and procedures, as of the end of the period covered by this
               report based on such evaluation; and

          c)   Disclosed in this report any change in such registrant's internal
               control over financial reporting that occurred during the
               registrant's most recent fiscal quarter that has materially
               affected, or is reasonably likely to materially affect, such
               registrant's internal control over financial reporting; and

5.    Each registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to such registrant's auditors and the audit committee of such registrant's
      board of directors (or persons performing the equivalent functions):

          a)   All significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are reasonably likely to adversely affect such registrant's
               ability to record, process, summarize and report financial
               information; and

          b)   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in such registrant's
               internal control over financial reporting.

Dated: October 30, 2003

  /s/ Millard S. Drexler
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Millard S. Drexler
Chief Executive Officer