<PAGE>


                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

          [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended      November 2, 2002

IRS Employer               Exact name of Registrant, State of Incorporation;
Identification No.         Address of Principal Executive Offices;
                           and Telephone Number

22-2894486                     J. Crew Group, Inc.
                            (A New York corporation)
                                  770 Broadway
                            New York, New York 10003
                                 (212) 209-2500

22-3540930                   J. Crew Operating Corp.
                            (A Delaware corporation)
                                  770 Broadway
                            New York, New York 10003
                                 (212) 209-2500

Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports) and (2) have been subject to
such filing requirements for the past 90 days. Yes x No __

The number of shares of Common Stock outstanding of each of the issuers as of
November 20, 2002

         J. Crew Group, Inc.
                  11,853,789 shares of Common Stock, par value $.01 per share

         J. Crew Operating Corp.
                  100 shares of Common Stock, par value $.01 per share (all of
                  which are owned beneficially and of record by J.Crew Group,
                  Inc.)

This Quarterly Report on Form 10-Q is a combined report being filed by two
different registrants: J. Crew Group, Inc. ("Holdings") and J. Crew Operating
Corp., a wholly owned subsidiary of Holdings ("Operating Corp."). Except where
the content clearly indicates otherwise, any references in this report to the
"Company" or "J.Crew" include all subsidiaries of Holdings, including Operating
Corp. Operating Corp. makes no representation as to the information contained in
this report in relation to Holdings and its subsidiaries other than Operating
Corp.

J. Crew Operating Corp. meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.






<PAGE>
                         Part I - Financial Information

Item I. Financial Statements

                             J. CREW GROUP, INC. AND
                                  SUBSIDIARIES

                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                November 2,             February 2,
                                 Assets                                            2002                    2002
                                 ------                                            ----                    ----
                                                                              (unaudited)
                                                                                          (in thousands)
<S>                                                                             <C>                       <C>
Current assets:
     Cash and cash equivalents                                                  $   14,970              $    16,201
     Merchandise inventories                                                       164,390                  138,918
     Prepaid expenses and other current assets                                      29,447                   27,026
     Federal and state income taxes                                                  2,380                       --
                                                                                ----------              -----------

           Total current assets                                                    211,187                  182,145

Property and equipment - at cost                                                   315,362                  293,700
                  Less accumulated depreciation and amortization                 (135,185)                (106,427)
                                                                                ----------              -----------
                                                                                   180,177                  187,273
                                                                                ----------              -----------

Deferred income tax assets                                                          18,071                   18,071
Other assets                                                                        14,274                   13,831
                                                                                ----------              -----------
            Total assets                                                        $  423,709              $   401,320
                                                                                ==========              ===========

                                 Liabilities and Stockholders' Deficit
                                 -------------------------------------

Current liabilities:
     Notes payable - bank                                                       $   55,000              $        --
     Accounts payable and other current liabilities                                111,309                  128,491
     Federal and state income taxes                                                     --                    8,840
     Deferred income tax liabilities                                                 5,650                    5,650
                                                                                ----------              -----------

           Total current liabilities                                               171,959                  142,981
                                                                                ----------              -----------

Deferred credits and other long-term liabilities                                    67,682                   67,235
                                                                                ----------              -----------

Long-term debt                                                                     292,000                  279,687
                                                                                ----------              -----------

Redeemable preferred stock                                                         256,398                  230,460
                                                                                ----------              -----------

Stockholders' deficit                                                            (364,330)                (319,043)
                                                                                ----------              -----------


           Total liabilities and stockholders' deficit                          $  423,709              $   401,320
                                                                                ==========              ===========
</TABLE>




See notes to unaudited condensed consolidated financial statements.



                                       2

<PAGE>

                             J. CREW GROUP, INC. AND
                                  SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                           Thirteen weeks ended
                                                                  November 2,               November 3,
                                                                  -----------               -----------
                                                                        2002                      2001
                                                                        ----                      ----
                                                                                   (unaudited)
                                                                                 (in thousands)
<S>                                                                 <C>                       <C>
Revenues:

    Net sales                                                       $ 181,852                 $ 187,116
    Other                                                               8,006                     8,470
                                                                 ------------              ------------
                                                                      189,858                   195,586

Cost of goods sold including buying and occupancy costs               113,970                   113,137

Selling, general and administrative expenses (Note 2)                  67,132                    72,430
                                                                    ---------                 ---------

                   Income from operations                               8,756                    10,019

Interest expense - net                                                (9,761)                   (9,603)
                                                                    ---------                 ---------

                   Income/(loss) before income taxes                  (1,005)                       416

Income taxes                                                              350                     (160)
                                                                  -----------                 ---------

                   Net income/(loss)                                $   (655)                 $     256
                                                                    =========                 =========
</TABLE>


















See notes to unaudited condensed consolidated financial statements.



                                       3

<PAGE>

                             J. CREW GROUP, INC. AND
                                  SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                          Thirty-nine weeks ended
                                                                  November 2,               November 3,
                                                                  -----------               -----------
                                                                        2002                      2001
                                                                        ----                      ----
                                                                                   (unaudited)
                                                                                 (in thousands)
<S>                                                                <C>                        <C>
Revenues:

    Net sales                                                      $  500,681                 $ 506,534
    Other                                                              23,862                    24,798
                                                                  -----------                ----------
                                                                      524,543                   531,332

Cost of goods sold including buying and occupancy costs               320,670                   320,093

Selling, general and administrative expenses (Note 2)                 205,557                   213,479
                                                                    ---------                   -------

                   Loss from operations                               (1,684)                   (2,240)

Interest expense - net                                               (28,894)                  (27,450)
                                                                     --------                  --------

                   Loss before income taxes                          (30,578)                  (29,690)

Income tax benefit                                                     10,700                    12,040
                                                                  -----------                ----------

                   Net loss                                        $ (19,878)                $ (17,650)
                                                                   ==========                ==========
</TABLE>






















See notes to unaudited condensed consolidated financial statements.



                                       4

<PAGE>

                             J. CREW GROUP, INC. AND
                                  SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                   Thirty-nine weeks ended
                                                                  November 2,    November 3,
                                                                  -----------    -----------
                                                                       2002            2001
                                                                       ----            ----
                                                                            (unaudited)
                                                                          (in thousands)
<S>                                                              <C>              <C>
CASH FLOW FROM OPERATING ACTIVITIES:

Net loss                                                         $   (19,878)     $ (17,650)

Adjustments to reconcile net loss to net cash used
in operating activities:

     Depreciation and amortization                                     25,039         22,707
     Amortization of deferred financing costs                           1,898          1,498
     Non cash compensation expense                                      (594)          1,268
     Non cash interest expense                                         12,313         11,354

Changes in operating assets and liabilities:

     Merchandise inventories                                         (25,472)       (32,782)
     Prepaid expenses and other current assets                        (2,421)       (13,278)
     Other assets                                                     (2,465)        (2,838)
     Accounts payable and other liabilities                          (15,472)        (6,391)
     Federal and state income taxes                                  (11,220)       (18,431)
                                                                    ---------      ---------

     Net cash used in operating activities                           (38,272)       (54,543)
                                                                   ----------    -----------

CASH FLOW FROM INVESTING ACTIVITIES:

     Capital expenditures                                            (24,420)       (53,746)
     Proceeds from construction allowances                              6,461         15,346
                                                                     --------      ---------

     Net cash used in investing activities                           (17,959)       (38,400)
                                                                     ========       ========

CASH FLOW FROM FINANCING ACTIVITIES:

     Increase in notes payable, bank                                   55,000         95,000
                                                                    ---------      ---------

(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS                      (1,231)          2,057

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                        16,201         32,930
                                                                     --------       --------

CASH AND CASH EQUIVALENTS - END OF PERIOD                            $ 14,970       $ 34,987
                                                                     ========       ========

NON-CASH FINANCING ACTIVITIES:

     Dividends on preferred stock                                   $  25,938      $  22,486
                                                                    =========      =========
</TABLE>




See notes to unaudited condensed consolidated financial statements.



                                       5

<PAGE>

                       J.CREW GROUP, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   Thirteen and thirty-nine weeks ended November 2, 2002 and November 3, 2001

1.   Basis of Presentation

         The accompanying unaudited condensed consolidated financial statements
         include the accounts of J. Crew Group, Inc. and its wholly-owned
         subsidiaries (collectively, the "Company"). All significant
         intercompany balances and transactions have been eliminated in
         consolidation.

         The condensed consolidated balance sheet as of November 2, 2002 and the
         condensed consolidated statements of operations and cash flows for the
         thirteen and thirty-nine week periods ended November 2, 2002 and
         November 3, 2001 have been prepared by the Company and have not been
         audited. In the opinion of management, all adjustments, consisting only
         of normal recurring adjustments necessary for the fair presentation of
         the financial position of the Company, the results of its operations
         and cash flows have been made.

         Certain information and footnote disclosure normally included in
         financial statements prepared in accordance with accounting principles
         generally accepted in the United States of America have been condensed
         or omitted. These financial statements should be read in conjunction
         with the financial statements and notes thereto included in the
         Company's consolidated financial statements for the fiscal year ended
         February 2, 2002.

         The results of operations for the thirty-nine week period ended
         November 2, 2002 are not necessarily indicative of the operating
         results for the full fiscal year.

2.   Staff Reductions

         During the first quarter of 2002, the Company recorded a pretax charge
         of $4.6 million related to severance costs for approximately 120
         employees and the departure of the former Chief Executive Officer. The
         staff reductions occurred in the first quarter and approximately $3.8
         million has been paid through the end of the third quarter.

3.   Recent Accounting Pronouncements

         In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
         Retirement Obligations". SFAS No. 143 requires the Company to record
         the fair value of an asset retirement obligation as a liability in the
         period in which it incurs a legal obligation associated with the
         retirement of tangible long-lived assets. The Company also records a
         corresponding asset which is depreciated over the life of the asset.
         Subsequent to the initial measurement of the asset retirement
         obligation, the obligation will be adjusted at the end of each period
         to reflect the passage of time and changes in the estimated future cash
         flows underlying the obligation. SFAS No. 143 is effective for fiscal
         years beginning after June 15, 2002. Management does not believe that
         the adoption of SFAS No. 143 will have a significant impact on the
         Company's financial statements.

         In July 2001, the FASB issued Statement of Financial Standards No. 141,
         "Business Combinations" and Statement of Financial Accounting Standards
         No. 142, "Goodwill and Other Intangible Assets". SFAS 141 eliminates
         the pooling-of-interests method of accounting for business combinations
         initiated after June 30, 2001 and modifies the application of the
         purchase accounting method effective for transactions that are
         completed after June 30, 2001. SFAS 142 eliminated the requirement to
         amortize goodwill and intangible assets having indefinite useful lives
         but requires testing at least annually for impairment. Intangible
         assets that have finite lives will continue to be amortized over their
         useful lives. SFAS 142 applies to goodwill and intangible assets
         arising from transactions completed before and after the Statement's
         effective date of



                                       6

<PAGE>

         January 1, 2002. The adoption of these statements in fiscal 2002 did
         not have any effect on the Company's financial statements.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
         Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses
         financial accounting and reporting for the impairment or disposal of
         long-lived assets and requires companies to separately report
         discontinued operations and extends that reporting to a component of an
         entity that either has been disposed of or is classified as held for
         sale. This Statement requires that long-lived assets be reviewed for
         impairment whenever events or changes in circumstances indicate that
         the carrying amount of an asset may not be recoverable. SFAS No. 144 is
         effective for fiscal years beginning after December 15, 2001. The
         adoption of SFAS No. 144 did not have a significant effect on the
         Company's financial statements in fiscal 2002.

         EITF Issue No. 01-9 "Accounting for Consideration Given to a Customer
         or a Reseller of the Vendor's Products" (formerly EITF Issue 00-14) was
         effective in the first quarter of fiscal year 2002. This EITF addresses
         the accounting for and classification of consideration given to a
         customer from a vendor in connection with the purchase or promotion of
         the vendor's product. The adoption of this EITF did not have any effect
         on the Company's financial statements.



                                       7

<PAGE>

                           J. CREW OPERATING CORP. AND
                                  SUBSIDIARIES

                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                November 2,             February 2,
                                 Assets                                            2002                    2002
                                 ------                                            ----                    ----
                                                                              (unaudited)
                                                                                          (in thousands)
<S>                                                                               <C>                     <C>
Current assets:
     Cash and cash equivalents                                                  $   14,970                $  16,201
     Merchandise inventories                                                       164,390                  138,918
     Prepaid expenses and other current assets                                      29,447                   27,026
                                                                                ----------                ---------

           Total current assets                                                    208,807                  182,145

Property and equipment - at cost                                                   315,362                   293,700
                  Less accumulated depreciation and amortization                 (135,185)                 (106,427)
                                                                                ----------                ----------
                                                                                   180,177                   187,273
                                                                                ----------                ----------

Other assets                                                                        12,924                    12,310
                                                                                ----------                ----------
            Total assets                                                        $  401,908                $  381,728
                                                                                ==========                ==========

                                 Liabilities and Stockholder's Equity
                                 ------------------------------------

Current liabilities:
     Notes payable - bank                                                       $   55,000                $      --
     Accounts payable and other current liabilities                                110,749                  128,491
     Federal and state income taxes                                                  3,619                   10,109
     Deferred income tax liabilities                                                 5,604                    5,604
                                                                                ----------                ---------

           Total current liabilities                                               174,972                  144,204
                                                                                ---------                 ---------

Deferred credits and other long-term liabilities                                    67,682                   67,235
                                                                                ----------                ---------

Long-term debt                                                                     150,000                  150,000
                                                                                ---------                 ---------

Due to J.Crew Group, Inc.                                                            1,212                    1,142
                                                                                ----------                ---------

Stockholder's equity                                                                 8,042                   19,147
                                                                                ----------                ---------


           Total liabilities and stockholder's equity                           $  401,908                $ 381,728
                                                                                ==========                =========
</TABLE>






       See notes to unaudited condensed consolidated financial statements.



                                       8

<PAGE>

                           J. CREW OPERATING CORP. AND
                                  SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                           Thirteen weeks ended
                                                                  November 2,               November 3,
                                                                  -----------               -----------
                                                                        2002                      2001
                                                                        ----                      ----
                                                                                   (unaudited)
                                                                                 (in thousands)
<S>                                                                 <C>                       <C>
Revenues:

    Net sales                                                       $ 181,852                 $ 187,116
    Other                                                               8,006                     8,470
                                                                  -----------              ------------
                                                                      189,858                   195,586

Cost of goods sold including buying and occupancy costs               113,970                   113,137

Selling, general and administrative expenses (Note 2)                  67,132                    72,275
                                                                   ----------                 ---------

                   Income from operations                               8,756                    10,174

Interest expense - net                                                (5,451)                   (5,667)
                                                                     --------                   -------

                   Income before income taxes                           3,305                     4,507

Income taxes                                                          (1,160)                   (1,860)
                                                                     --------                  --------

                   Net income                                        $  2,145                 $  2,647
                                                                     ========                 ========
</TABLE>


















See notes to unaudited condensed consolidated financial statements.



                                       9

<PAGE>

                           J. CREW OPERATING CORP. AND
                                  SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                          Thirty-nine weeks ended
                                                                     November 2,              November 3,
                                                                     -----------              -----------
                                                                        2002                      2001
                                                                        ----                      ----
                                                                                   (unaudited)
                                                                                 (in thousands)
<S>                                                                <C>                        <C>
Revenues:

    Net sales                                                      $  500,681                 $ 506,534
    Other                                                              23,862                    24,798
                                                                  -----------                ----------
                                                                      524,543                   531,332

Cost of goods sold including buying and occupancy costs               320,670                   320,093

Selling, general and administrative expenses (Note 2)                 205,098                   212,987
                                                                    ---------                   -------

                   Loss from operations                               (1,225)                   (1,748)

Interest expense - net                                               (15,850)                  (15,927)
                                                                    ---------                 ---------

                   Loss before income taxes                          (17,075)                  (17,675)

Income tax benefit                                                      5,970                     7,140
                                                                   ----------               -----------

                   Net loss                                        $ (11,105)               $  (10,535)
                                                                   ==========               ===========
</TABLE>




















See notes to unaudited condensed consolidated financial statements.



                                       10

<PAGE>

                           J. CREW OPERATING CORP. AND
                                  SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                           Thirty-nine weeks ended
                                                                          November 2,    November 3,
                                                                          -----------    -----------
                                                                               2002            2001
                                                                               ----            ----
                                                                                    (unaudited)
                                                                                  (in thousands)
<S>                                                                       <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES:

Net loss                                                                  $  (11,105)     $ (10,535)

Adjustments to reconcile net loss to net cash used in operating activities:

     Depreciation and amortization                                             25,039         22,707
     Amortization of deferred financing costs                                   1,728          1,328
     Non cash compensation expense                                            (1,053)            772

Changes in operating assets and liabilities:

     Merchandise inventories                                                 (25,472)       (32,782)
     Prepaid expenses and other current assets                                (2,421)       (13,278)
     Other assets                                                             (2,465)        (2,838)
     Accounts payable and other liabilities                                  (16,033)        (6,391)
     Federal and state income taxes                                           (6,490)       (13,526)
                                                                           ----------      ---------

     Net cash used in operating activities                                   (38,272)       (54,543)
                                                                            ---------     ----------

CASH FLOW FROM INVESTING ACTIVITIES:

     Capital expenditures                                                    (24,420)       (53,746)
     Proceeds from construction allowances                                      6,461         15,346
                                                                           ----------      ---------

     Net cash used in investing activities                                   (17,959)       (38,400)
                                                                             --------       --------

CASH FLOW FROM FINANCING ACTIVITIES:

     Increase in notes payable, bank                                           55,000         95,000
                                                                             --------       --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              (1,231)          2,057

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                16,201         32,930
                                                                               ------         ------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                    $ 14,970       $ 34,987
                                                                             ========       ========
</TABLE>







See notes to unaudited condensed consolidated financial statements.



                                       11

<PAGE>

                     J.CREW OPERATING CORP. AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   Thirteen and thirty-nine weeks ended November 2, 2002 and November 3, 2001

1.   Basis of Presentation

         The accompanying unaudited condensed consolidated financial statements
         include the accounts of J. Crew Operating Corp. and its wholly-owned
         subsidiaries (collectively, the "Company"). All significant
         intercompany balances and transactions have been eliminated in
         consolidation.

         The condensed consolidated balance sheet as of November 2, 2002 and the
         condensed consolidated statements of operations and cash flows for the
         thirteen and thirty-nine week periods ended November 2, 2002 and
         November 3, 2001 have been prepared by the Company and have not been
         audited. In the opinion of management all adjustments, consisting only
         of normal recurring adjustments, necessary for the fair presentation of
         the financial position of the Company, the results of its operations
         and cash flows have been made.

         Certain information and footnote disclosure normally included in
         financial statements prepared in accordance with accounting principles
         generally accepted in the United States of America have been condensed
         or omitted. These financial statements should be read in conjunction
         with the financial statements and notes thereto included in the
         Company's consolidated financial statements for the fiscal year ended
         February 2, 2002.

         The results of operations for the thirty-nine week period ended
         November 2, 2002 are not necessarily indicative of the operating
         results for the full fiscal year.

2.   Staff Reductions

         During the first quarter of 2002, the Company recorded a pretax charge
         of $4.6 million related to severance costs for approximately 120
         employees and the departure of the former Chief Executive Officer. The
         staff reductions occurred in the first quarter and approximately $3.8
         million has been paid through the end of the third quarter.

3.   Recent Accounting Pronouncements

         In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
         Retirement Obligations". SFAS No. 143 requires the Company to record
         the fair value of an asset retirement obligation as a liability in the
         period in which it incurs a legal obligation associated with the
         retirement of tangible long-lived assets. The Company also records a
         corresponding asset which is depreciated over the life of the asset.
         Subsequent to the initial measurement of the asset retirement
         obligation, the obligation will be adjusted at the end of each period
         to reflect the passage of time and changes in the estimated future cash
         flows underlying the obligation. SFAS No. 143 is effective for fiscal
         years beginning after June 15, 2002. Management does not believe that
         the adoption of SFAS No. 143 will have a significant impact on the
         Company's financial statements.

         In July 2001, the FASB issued Statement of Financial Standards No. 141,
         "Business Combinations" and Statement of Financial Accounting Standards
         No. 142, "Goodwill and Other Intangible Assets". SFAS 141 eliminates
         the pooling-of-interests method of accounting for business combinations
         initiated after June 30, 2001 and modifies the application of the
         purchase accounting method effective for transactions that are
         completed after June 30, 2001. SFAS 142 eliminated the requirement to
         amortize goodwill and intangible assets having indefinite useful lives
         but requires testing at least annually for impairment. Intangible
         assets that have finite lives will continue to be amortized over their
         useful lives. SFAS 142 applies to goodwill and intangible assets
         arising from transactions completed before and after the Statement's
         effective date of



                                       12

<PAGE>

         January 1, 2002. The adoption of these statements in fiscal 2002 did
         not have any effect on the Company's financial statements.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
         Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses
         financial accounting and reporting for the impairment of disposal of
         long-lived assets and requires companies to separately report
         discontinued operations and extends that reporting to a component of an
         entity that either has been disposed of or is classified as held for
         sale. This Statement requires that long-lived assets be reviewed for
         impairment whenever events or changes in circumstances indicate that
         the carrying amount of an asset may not be recoverable. SFAS No. 144 is
         effective for fiscal years beginning after December 15, 2001. The
         adoption of SFAS No. 144 did not have a significant effect on the
         Company's financial statements in the first nine months of fiscal 2002.

         EITF Issue No. 01-9 "Accounting for Consideration Given to a Customer
         or a Reseller of the Vendor's Products" (formerly EITF Issue 00-14) was
         effective in the first quarter of fiscal year 2002. This EITF addresses
         the accounting for and classification of consideration given to a
         customer from a vendor in connection with the purchase or promotion of
         the vendor's product. The adoption of this EITF did not have any effect
         on the Company's financial statements.



                                       13

<PAGE>

Forward-looking statements

Certain statements in this Report on Form 10-Q constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. We may also make written or oral forward-looking statements in our
periodic reports to the Securities and Exchange Commission on Forms 10-K, 10-Q,
8-K, etc., in press releases and other written materials and in oral statements
made by our officers, directors or employees to third parties. Statements that
are not historical facts, including statements about our beliefs and
expectations, are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors that
could cause the actual results, performance or achievements of the Company, or
industry results, to differ materially from historical results, any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such risks and uncertainties include, but are not
limited to, competitive pressures in the apparel industry, changes in levels of
consumer spending or preferences in apparel and acceptance by customers of the
Company's products, overall economic conditions, governmental regulations and
trade restrictions, acts of war or terrorism in the United States or worldwide,
political or financial instability in the countries where the Company's goods
are manufactured, postal rate increases, paper and printing costs, availability
of suitable store locations at appropriate terms, the level of the Company's
indebtedness and exposure to interest rate fluctuations, and other risks and
uncertainties described in this report and the Company's other reports and
documents filed or which may be filed, from time to time, with the Securities
and Exchange Commission. These statements are based on current plans, estimates
and projections, and therefore, you should not place undue reliance on them.
Forward-looking statements speak only as of the date they are made and we
undertake no obligation to update publicly any of them in light of new
information or future events.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS - J.CREW GROUP, INC.

Management's discussion and analysis of financial condition and results of
operations is based upon the consolidated financial statements which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires estimates
and judgements that effect the reported amounts of assets, liabilities, revenues
and expenses. The Company bases its estimates on historical experience and other
assumptions that are believed to be reasonable under the circumstances and
evaluates these estimates on an on-going basis. Actual results may differ from
these estimates under different assumptions or conditions.

The following critical accounting policies reflect the more significant
estimates and judgements used in the preparation of the consolidated financial
statements.

         (a)  Inventory Valuation

              Merchandise inventories are carried at the lower of cost or
              market. Cost is determined on a first-in first-out basis. We
              evaluate all of our inventories to determine excess inventories
              based on estimated future sales. Excess inventories may be
              disposed of through outlet stores, clearance catalogs, Internet
              clearance sales and other liquidations. Based on the historical
              results experienced by the Company through the various methods of
              disposition the Company writes down the carrying value of
              inventories which are not expected to be sold at or above cost.

         (b)  Deferred catalog costs

              The costs associated with direct response advertising, which
              consists primarily of catalog production and mailing costs, are
              capitalized and amortized over the expected future revenue stream
              of the catalog mailings, which approximates four months. The
              expected future revenue stream is determined based on historical
              revenue trends developed over an extended period of time. If the
              current revenue streams were to diverge from the expected trend,
              the future revenue streams would be adjusted accordingly.



                                       14

<PAGE>

         (c)  Asset impairment

              The Company is exposed to potential impairment if the book value
              of its assets exceeds their future cash flows. The major component
              of our long lived assets represents store fixtures and leasehold
              improvements. The impairment of unamortized costs is measured at
              the store level and the unamortized cost is reduced to fair value
              if it is determined that the sum of expected future net cash flows
              is less than net book value.

         (d)  Sales returns

              The Company must make estimates of future sales returns related to
              current period sales. Management analyzes historical returns,
              current economic trends and changes in customer acceptance of its
              products when evaluating the adequacy of the reserve for sales
              returns.

         (e)  Income taxes

              Deferred tax assets are carried at the amount that the Company
              believes is more likely that not to be realized. The Company has
              considered future taxable income and prudent and feasible tax
              strategies in assessing the need for a valuation allowance.
              However, the continuance of declining trends and operating losses
              in the near term may cause the Company to reassess the need for a
              valuation allowance. If the Company were to determine that it
              would not be able to realize all or part of its net deferred tax
              assets in the future an adjustment to the deferred tax assets
              would be charged to income in the period such determination was
              made.

RESULTS OF OPERATIONS - THIRTEEN WEEKS ENDED NOVEMBER 2, 2002 VERSUS THIRTEEN
WEEKS ENDED NOVEMBER 3, 2001.

Consolidated revenues decreased from $195.6 million in the thirteen weeks ended
November 3, 2001 to $189.9 million for the thirteen weeks ended November 2,
2002.

The revenues of J.Crew Retail increased from $96.7 million in the third quarter
of 2001 to $100.7 million in the third quarter of 2002. This increase was due to
the sales from new stores opened for less than a full year. Comparable store
sales in the third quarter of 2002 decreased by 11.0%. The number of stores open
at November 2, 2002 increased to 152 from 130 at November 3, 2001.

The revenues of J.Crew Direct (which includes the catalog and Internet
operations) decreased from $65.8 million in the third quarter of 2001 to $60.0
million in the third quarter of 2002. Revenues from jcrew.com increased from
$32.1 million in third quarter of 2001 to $35.1 million in the third quarter of
2002. Catalog revenues in the third quarter of 2002 decreased to $24.9 million
from $33.7 million in the third quarter of 2001, as the Company continued to
migrate customers to the Internet.

The revenues of J.Crew Factory decreased from $24.6 million in the third quarter
of 2001 to $21.2 million in the third quarter of 2002. There were 43 stores open
in the third quarter of 2002 compared to 41 stores in the third quarter of 2001.

Other revenues decreased from $8.5 million in the third quarter of 2001 to $8.0
million in the third quarter of 2002, primarily as a result of a decrease in
shipping and handling fees.

Cost of goods sold, including buying and occupancy costs, increased as a
percentage of revenues to 60.0% in the third quarter of 2002 from 57.8% in the
third quarter of 2001. This increase is due to a decrease in merchandising
margins of 30 basis points due to higher markdowns in the third quarter of 2002
and an increase in buying and occupancy costs as a percentage of revenues of 190
basis points resulting from negative leverage due to the decline in comparable
store sales.



                                       15

<PAGE>

Selling, general and administrative expenses decreased from $72.4 million in the
third quarter of 2001 to $67.1 million in the third quarter of 2002. This
decrease resulted from a decrease in selling expense of $.8 million and a
decrease in general and administrative expenses of $4.5 million. The decrease in
selling expense resulted primarily from a decrease in printing and paper costs
in the third quarter of 2002 compared to the third quarter of 2001. The decrease
in general and administrative expenses was due primarily to the positive effect
of the cost reduction initiatives adopted in the first quarter of 2002 offset by
higher expenses as a result of the increase in the number of retail stores in
operation during the third quarter of 2002. The third quarter of 2002 included
severance charges of $.9 million and an insurance recovery of $.6 million. As a
percentage of revenues, selling, general and administrative expenses decreased
from 37.0% in the third quarter of 2001 to 35.4% of revenues in the third
quarter of 2002.

Interest expense increased from $9.6 million in the third quarter of 2001 to
$9.8 million in the third quarter of 2002. Additional interest accreted on the
subordinated debentures was partially offset by a decrease in interest related
to short-term borrowings. Average short-term borrowings during the third quarter
of 2002 were $52.9 million compared to $75.0 million in the third quarter of
2001. Non-cash interest converted to cash pay effective October 15, 2002 with
the first payment of $9.3 million due in April 2003.

The effective tax rate decreased from (38.5%) in the third quarter of 2001 to
(35.5%) in the third quarter of 2002 due to a decrease in assumed state tax
benefits.

RESULTS OF OPERATIONS - THIRTY-NINE WEEKS ENDED NOVEMBER 2, 2002 VERSUS
THIRTY-NINE WEEKS ENDED NOVEMBER 3, 2001.

Consolidated revenues for the thirty-nine weeks ended November 2, 2002 decreased
to $524.6 million from $531.3 million in the thirty-nine weeks ended November 3,
2001.

Revenues of J.Crew Retail increased from $272.7 million in the thirty-nine weeks
ended November 3, 2001 to $280.5 million in the thirty-nine weeks ended November
2, 2002. This increase was due to sales from the stores opened for less than a
full year. Comparable store sales in the thirty-nine weeks ended November 2,
2002 decreased by 11.7%. The number of retail stores open at November 2, 2002
increased to 152 from 130 at November 3, 2001.

Revenues of J.Crew Direct (which includes the catalog and Internet operations)
decreased from $166.6 million in the thirty-nine weeks ended November 3, 2001 to
$162.1 million in the thirty-nine weeks ended November 2, 2002. Revenues from
jcrew.com increased to $91.5 million in the thirty-nine weeks ended November 2,
2002 from $78.3 million in the thirty-nine weeks ended November 3, 2001. Catalog
revenues decreased from $88.3 million in the thirty-nine weeks ended November 3,
2001 to $70.6 million in the thirty-nine weeks ended November 2, 2002 as the
Company continued to migrate customers to the Internet.

Revenues of J.Crew Factory decreased from $67.1 million in the thirty-nine weeks
ended November 3, 2001 to $58.1 million in the thirty-nine weeks ended November
2, 2002. There were 43 factory stores open at November 2, 2002 compared to 41
stores at November 3, 2001.

Other revenues decreased from $24.9 million in the thirty-nine weeks ended
November 3, 2001 to $23.9 million in the thirty-nine weeks ended November 2,
2002 due to a decrease in licensing income and shipping and handling fees.

Costs of good sold, including buying and occupancy costs, increased as a
percentage of revenues from 60.2% in the thirty-nine weeks ended November 3,
2001 to 61.1% in the thirty-nine weeks ended November 2, 2002. This increase
resulted primarily from an increase in buying and occupancy costs as a
percentage of revenues of 140 basis points resulting from negative leverage due
to the decline in comparable store stores offset by an increase in merchandising
margins of 50 basis points due primarily to a higher initial markup.

Selling, general and administrative expenses decreased from $213.5 million in
the thirty-nine weeks ended November 3, 2001 to $205.6 million in the
thirty-nine weeks ended November 2, 2002. This decrease



                                       16

<PAGE>

resulted from a decrease in selling expense of $6.2 million from $42.7 million
in the nine months ended November 3, 2001 to $36.5 million in the nine months
ended November 2, 2002, and a decrease in general and administrative expenses of
$1.7 million from $170.8 million in the nine months ended November 3, 2001 to
$169.0 million in the nine months ended November 2, 2002. The decrease in
selling expense was due primarily to a decrease in paper and printing costs in
fiscal 2002 and the mailing of several test editions in the first quarter of
2001. The decrease in general and administrative expenses resulted from the
effects of cost reduction initiatives adopted in the first quarter of 2002
partially offset by $5.7 million in severance costs in the first nine months of
2002 and higher store operating expenses due to the increase in the number of
retail stores in 2002. The nine month period in 2001 was adversely effected by
severance payments of $2.7 million. As a percentage of revenues, selling,
general and administrative expense decreased to 39.2% of revenues in the
thirty-nine weeks ended November 2, 2002 from 40.2% in the thirty-nine weeks
ended November 3, 2001.

The increase in interest expense from $27.4 million in the thirty-nine weeks
ended November 3, 2001 to $28.9 million in the thirty-nine weeks ended November
2, 2002 resulted primarily from an increase in non-cash interest expense to
$14.2 million in the first nine months of 2002 from $12.9 million in the same
period last year. Non-cash interest converted to cash-pay effective October 15,
2002 with the first payment of $9.3 million due in April 2003. Average
short-term borrowings during the first nine months of 2002 were $45.4 million
compared to $42.4 million in the first nine months of 2001. The effect of this
increase in average borrowings was offset by a decrease in interest rates during
2002.

The effective tax rate decreased from (40.6%) in the thirty-nine weeks ended
November 3, 2001 to (35.0%) in the thirty-nine weeks ended November 2, 2002 due
to a decrease in assumed state tax benefits.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows from operations decreased from a use $54.5 million in the thirty-nine
weeks ended November 3, 2001 to a use of $38.3 million in the thirty-nine weeks
ended November 2, 2002. The decrease in working capital requirements in the
first nine months of fiscal 2002 resulted primarily from the decrease in
inventories, prepaid expenses and other current assets and federal tax payments
offset by the decrease in accounts payable and other liabilities.

Capital expenditures, net of construction allowances, were $18.0 million in the
thirty-nine weeks ended November 2, 2002 compared to $38.4 million in the same
period last year. Capital expenditures were incurred primarily for the
construction of new stores in fiscal 2002 and for the construction of new stores
and information systems enhancements in 2001. Capital expenditures for fiscal
year 2002 are expected to be approximately $20 million compared to $42.6 million
in fiscal year 2001.

Borrowings under the revolving credit line decreased from $75.0 million (net of
$20.0 million in invested funds) at November 3, 2001 to $55.0 million at
November 2, 2002 primarily as a result of the reduction of $20.0 million in
capital expenditures in 2002.

Management believes that cash flow from operations and availability under the
revolving credit facility will provide adequate funds for the Company's
foreseeable working capital needs, planned capital expenditures and debt service
obligations. The Company's ability to fund its operations and make planned
capital expenditures, to make scheduled debt payments, to refinance indebtedness
and to remain in compliance with all of the financial covenants under its debt
agreements depends on its future operating performance and cash flow, which in
turn, are subject to prevailing economic conditions and to financial, business
and other factors, some of which are beyond its control.



                                       17

<PAGE>

SEASONALITY
-----------

The Company experiences two distinct selling seasons, spring and fall. The
spring season is comprised of the first and second quarters and the fall season
is comprised of the third and fourth quarters. Net sales are usually
substantially higher in the fall season and selling, general and administrative
expenses as a percentage of net sales are usually higher in the spring season.
Approximately 35% of annual net sales in fiscal year 2001 occurred in the fourth
quarter. The Company's working capital requirements also fluctuate throughout
the year, increasing substantially in September and October in anticipation of
the holiday season inventory requirements.



                                       18

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS - J.CREW OPERATING CORP.

RESULTS OF OPERATIONS - THIRTEEN WEEKS ENDED NOVEMBER 2, 2002 VERSUS THIRTEEN
WEEKS ENDED NOVEMBER 3, 2001.

Consolidated revenues decreased from $195.6 million in the thirteen weeks ended
November 3, 2001 to $189.9 million for the thirteen weeks ended November 2,
2002.

The revenues of J.Crew Retail increased from $96.7 million in the third quarter
of 2001 to $100.7 million in the third quarter of 2002. This increase was due to
the sales from new stores opened for less than a full year. Comparable store
sales in the third quarter of 2002 decreased by 11.0%. The number of stores open
at November 2, 2002 increased to 152 from 130 at November 3, 2001.

The revenues of J.Crew Direct (which includes the catalog and Internet
operations) decreased from $65.8 million in the third quarter of 2001 to $60.0
million in the third quarter of 2002. Revenues from jcrew.com increased from
$32.1 million in third quarter of 2001 to $35.1 million in the third quarter of
2002. Catalog revenues in the third quarter of 2002 decreased to $24.9 million
from $33.7 million in the third quarter of 2001, as the Company continued to
migrate customers to the Internet.

The revenues of J.Crew Factory decreased from $24.6 million in the third quarter
of 2001 to $21.2 million in the third quarter of 2002. There were 43 stores open
in the third quarter of 2002 compared to 41 stores in the third quarter of 2001.

Other revenues decreased from $8.5 million in the third quarter of 2001 to $8.0
million in the third quarter of 2002, primarily as a result of a decrease in
shipping and handling fees.

Cost of goods sold, including buying and occupancy costs, increased as a
percentage of revenues to 60.0% in the third quarter of 2002 from 57.8% in the
third quarter of 2001. This increase is due to a decrease in merchandising
margins of 30 basis points due to higher markdowns in the third quarter of 2002
and an increase in buying and occupancy costs as a percentage of revenues of 190
basis points resulting from negative leverage due to the decline in comparable
store sales.

Selling, general and administrative expenses decreased from $72.3 million in the
third quarter of 2001 to $67.1 million in the third quarter of 2002. This
decrease resulted from a decrease in selling expense of $.8 million and a
decrease in general and administrative expenses of $4.4 million. The decrease in
selling expense resulted primarily from a decrease in printing and paper costs
in the third quarter of 2002 compared to the third quarter of 2001. The decrease
in general and administrative expenses was due primarily to the positive effect
in the cost reduction initiatives adopted in the first quarter of 2002 offset by
higher expenses as a result of the increase in the number of retail stores in
operation during the third quarter of 2002. The third quarter of 2002 included
severance charges of $.9 million and an insurance recovery of $.6 million. As a
percentage of revenues, selling, general and administrative expenses decreased
from 37.0% in the third quarter of 2001 to 35.4% of revenues in the third
quarter of 2002.

Interest expense decreased from $5.7 million in the third quarter of 2001 to
$5.5 million in the third quarter of 2002. This decrease resulted primarily from
a decrease in average short-term borrowings which were $52.9 million during the
third quarter of 2002 compared to $75.0 million in the third quarter of 2001.

The effective tax rate decreased from (41.3%) in the third quarter of 2001 to
(35.1%) in the third quarter of 2002 due to a decrease in assumed state tax
benefits.



                                       19

<PAGE>

RESULTS OF OPERATIONS - THIRTY-NINE WEEKS ENDED NOVEMBER 2, 2002 VERSUS
THIRTY-NINE WEEKS ENDED NOVEMBER 3, 2001.

Consolidated revenues for the thirty-nine weeks ended November 2, 2002 decreased
to $524.6 million from $531.3 million in the thirty-nine weeks ended November 3,
2001.

Revenues of J.Crew Retail increased from $272.7 million in the thirty-nine weeks
ended November 3, 2001 to $280.5 million in the thirty-nine weeks ended November
2, 2002. This increase was due to sales from the stores opened for less than a
full year. Comparable store sales in the thirty-nine weeks ended November 2,
2002 decreased by 11.7%. The number of retail stores open at November 2, 2002
increased to 152 from 130 at November 3, 2001.

Revenues of J.Crew Direct (which includes the catalog and Internet operations)
decreased from $166.6 million in the thirty-nine weeks ended November 3, 2001 to
$162.1 million in the thirty-nine weeks ended November 2, 2002. Revenues from
jcrew.com increased to $91.5 million in the thirty-nine weeks ended November 2,
2002 from $78.3 million in the thirty-nine weeks ended November 3, 2001. Catalog
revenues decreased from $88.3 million in the thirty-nine weeks ended November 3,
2001 to $70.6 million in the thirty-nine weeks ended November 2, 2002 as the
Company continued to migrate customers to the Internet.

Revenues of J.Crew Factory decreased from $67.1 million in the thirty-nine weeks
ended November 3, 2001 to $58.1 million in the thirty-nine weeks ended November
2, 2002. There were 43 factory stores open at November 2, 2002 compared to 41
stores at November 3, 2001.

Other revenues decreased from $24.9 million in the thirty-nine weeks ended
November 3, 2001 to $23.9 million in the thirty-nine weeks ended November 2,
2002 due to a decrease in licensing income and shipping and handling fees.

Costs of good sold, including buying and occupancy costs, increased as a
percentage of revenues from 60.2% in the thirty-nine weeks ended November 3,
2001 to 61.1% in the thirty-nine weeks ended November 2, 2002. This increase
resulted primarily from an increase in buying and occupancy costs as a
percentage of revenues of 140 basis points resulting from negative leverage due
to the decline in comparable store stores offset by an increase in merchandising
margins of 50 basis points due primarily to a higher initial markup.

Selling, general and administrative expenses decreased from $213.0 million in
the thirty-nine weeks ended November 3, 2001 to $205.1 million in the
thirty-nine weeks ended November 2, 2002. This decrease resulted from a decrease
in selling expense of $6.2 million from $42.7 million in the nine months ended
November 3, 2001 to $36.5 million in the nine months ended November 2, 2002, and
a decrease in general and administrative expenses of $1.7 million from $170.3
million in the nine months ended November 3, 2001 to $168.6 million in the nine
months ended November 2, 2002. The decrease in selling expense was due primarily
to a decrease in paper and printing costs in fiscal 2002 and the mailing of
several test editions in the first quarter of 2001. The decrease in general and
administrative expenses resulted from the effects of cost reduction initiatives
adopted in the first quarter of 2002 partially offset by $5.7 million in
severance pay in the first nine months of 2002 and higher store operating
expenses due to the increase in the number of retail stores in 2002. The nine
month period in fiscal 2001 was adversely effected by severance payments of $2.7
million. As a percentage of revenues, selling, general and administrative
expense decreased to 39.1% of revenues in the thirty-nine weeks ended November
2, 2002 from 40.1% in the thirty-nine weeks ended November 3, 2001.

Interest expense was $15.9 million in the thirty-nine weeks ended November 2,
2002 and November 3, 2001. Average short-term borrowings during the first nine
months of 2002 were $45.4 million compared to $42.4 million in the first nine
months of 2001. The effect of this increase in average borrowings was offset by
a decrease in interest rates during 2002.

The effective tax rate decreased from (40.4%) in the thirty-nine weeks ended
November 3, 2001 to (35.0%) in the thirty-nine weeks ended November 2, 2002 due
to a decrease in assumed state tax benefits.



                                       20

<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company's principal market risk relates to interest rate sensitivity, which
is the risk that future changes in interest rates will reduce net income or the
net assets of the Company. The Company's variable rate debt consists of
borrowings under the Revolving Credit Facility which averaged $45.4 million
during the first nine months of 2002.

The Company has a licensing agreement in Japan which provides for royalty
payments based on sales of J.Crew merchandise as denominated in yen. The Company
has entered into forward foreign exchange contracts from time to time in order
to minimize this risk. At November 2, 2002 there were no forward foreign
exchange contracts outstanding.

The Company enters into letters of credit to facilitate the international
purchase of merchandise. The letters of credit are primarily denominated in U.S.
dollars. Outstanding letters of credit at November 2, 2002 were $48.5 million.



                                       21

<PAGE>

PART II - OTHER INFORMATION


ITEM 4.

Within the 90 days prior to the date of this Quarterly Report on Form 10-Q, the
Company's management, including the Chief Executive Officer and Chief Financial
Officer, conducted an evaluation of the effectiveness of disclosure controls and
procedures as provided in Rule 13a - 14 under the Securities Exchange Act of
1934, as amended. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the disclosure controls and procedures
are effective in ensuring that all material information required to be filed in
this quarterly report has been made known to them in a timely fashion. There
have been no significant changes in internal controls, or in factors that could
significantly affect internal controls, subsequent to the date the Chief
Executive Officer and Chief Financial Officer completed their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a)  Exhibits.

                99.1  Certification of Chief Executive Officer, pursuant to 18
                      U.S.C. Section 1350, as adopted pursuant to Section 906 of
                      the Sarbanes - Oxley Act of 2002.

                99.2  Certification of Chief Financial Officer, pursuant to 18
                      U.S.C. Section 1350, as adopted pursuant to Section 906 of
                      the Sarbanes - Oxley Act of 2002.

           (b)  Reports on Form 8-K.

                J.Crew Group, Inc. and J.Crew Operating Corp. filed a report
                with the Securities and Exchange Commission on Form 8-K dated
                August 26, 2002 with respect to the appointment of Kenneth S.
                Pilot as Chief Executive Officer.







                                       22

<PAGE>

                                   SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of 1934,
each Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. The signature for each undersigned
company shall be deemed to relate only to matters having reference to such
company.

                                           J. CREW GROUP, INC.
                                           (Registrant)

Date:      December 5, 2002                By:  /s/ Kenneth S. Pilot
                                              --------------------------------
                                                   Kenneth S. Pilot
                                                   Chief Executive Officer

                                           By:  /s/ Scott M. Rosen
                                              --------------------------------
                                                   Scott M. Rosen
                                                   Executive Vice President and
                                                   Chief Financial Officer



                                           J. CREW OPERATING CORP.
                                           (Registrant)


Date:      December 5, 2002                By:  /s/ Kenneth S. Pilot
                                              --------------------------------
                                                   Kenneth S. Pilot
                                                   Chief Executive Officer

                                           By:  /s/  Scott M. Rosen
                                              --------------------------------
                                                   Scott M. Rosen
                                                   Executive Vice President and
                                                   Chief Financial Officer



                                       23

<PAGE>

CERTIFICATION
-------------

I, Kenneth S. Pilot, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of J. Crew Group,
         Inc. and J. Crew Operating Corp.;

2.       Based on my knowledge, this quarterly 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 quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly 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 quarterly 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-14 and 15d-14) for such registrant
         and we have:

         a)    designed such disclosure controls and procedures 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
               quarterly report is being prepared;

         b)    evaluated the effectiveness of such registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Report");
               and

         c)    presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

5.       Each registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to such registrant's auditors and the
         audit committee of such registrant's board of directors (or persons
         performing the equivalent function);

               a)   all significant deficiencies in the design or operation of
                    internal controls which could adversely affect such
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for such
                    registrant's auditors any material weaknesses in internal
                    controls; and

               b)   any fraud, whether or not material, that involves management
                    or other employees who have a significant role in such
                    registrant's internal controls; and

6.       Each registrant's other certifying officers and I have indicated in
         this quarterly report whether or not there were any significant changes
         in internal controls or in other factors that could significantly
         affect internal controls subsequent to the date of our most recent
         evaluation, including any corrective actions with regard to significant
         deficiencies and material weaknesses.

December 5, 2002                                /s/ Kenneth S. Pilot
                                              ----------------------------------
                                              Kenneth S. Pilot
                                              Chief Executive Officer



                                       24

<PAGE>

CERTIFICATION
-------------

I, Scott M. Rosen, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of J. Crew Group,
         Inc. and J. Crew Operating Corp.;

2.       Based on my knowledge, this quarterly 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 quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly 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 quarterly 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-14 and 15d-14) for such registrant
         and we have:

         a)    designed such disclosure controls and procedures 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
               quarterly report is being prepared;

         b)    evaluated the effectiveness of such registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Report");
               and

         c)    presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

5.       Each registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to such registrant's auditors and the
         audit committee of such registrant's board of directors (or persons
         performing the equivalent function);

               a)   all significant deficiencies in the design or operation of
                    internal controls which could adversely affect such
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for such
                    registrant's auditors any material weaknesses in internal
                    controls; and

               b)   any fraud, whether or not material, that involves management
                    or other employees who have a significant role in such
                    registrant's internal controls; and

6.       Each registrant's other certifying officers and I have indicated in
         this quarterly report whether or not there were any significant changes
         in internal controls or in other factors that could significantly
         affect internal controls subsequent to the date of our most recent
         evaluation, including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date: December 5, 2002                            /s/  Scott M. Rosen
                                                --------------------------------
                                                Scott M. Rosen
                                                Executive Vice President and
                                                Chief Financial Officer


                                       25