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                                                                   Exhibit 10.16





                   AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT



         This Amendment No. 1 to Stockholders' Agreement (this "Amendment") is
entered into as of April 23, 2002 by and among Aeropostale, Inc., f/k/a
MSS-Delaware, Inc., a Delaware corporation (the "Company"), Bear Stearns MB
1998-1999 Pre-Fund, LLC, a Delaware limited liability company and
successor-in-interest to MSS Acquisition Corp. II, a Delaware corporation ("Bear
Stearns"), and Julian R. Geiger (the "Majority Management Holder").

         WHEREAS, the Company, Bear Stearns, Federated Specialty Stores, Inc., a
Delaware corporation, David R. Geltzer, John S. Mills and the Majority
Management Holder entered into a certain Stockholders' Agreement, dated as of
August 3, 1998 (the "Stockholders' Agreement"), pursuant to which the Company
granted certain registration rights to the parties with respect to shares of the
Company's common stock;

         WHEREAS, the Company has determined that it is in the best interests of
all of its stockholders to consummate the initial public offering of its common
stock and in order to do so, to amend certain registration rights contained in
the Stockholders' Agreement as provided herein;

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the Company, Bear Stearns
and the Majority Management Holder hereby agree as follows:



         1. Amendments to Section 1. The provisions of Section 1 of the
Stockholders' Agreement are hereby amended by adding the following definitions
(with each new definition being placed alphabetically among the existing
definitions contained in Section 1):

         "Founder" shall mean each of the Bear Stearns MB 1998-1999 Pre-Fund,
LLC, Julian R. Geiger, David R. Geltzer and John. S. Mills.

         "Founder Shares" means Registrable Securities held by a Founder or by a
Person who obtained such Registrable Securities from a Founder pursuant to an
Exempt Transfer.

         "IPO" means the Company's initial Qualified Public Offering.

         2. Amendments to Section 4.1.1. The provisions of Section 4.1.1 of the
Stockholders' Agreement are hereby amended by inserting the following proviso
and the end of the first sentence of such Section, before the period:

         "provided, however, that in the case of the Company's IPO, only
Stockholders holding Founder Shares shall have the rights set forth in this
Section 4.1.1"

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         3. Waiver of Notification. Each Stockholder (as defined in the
Stockholders' Agreement) shall be deemed to have waived any notice required by
Section 4.1.1 of the Stockholders' Agreement with respect to the IPO (as defined
in the Stockholders' Agreement, as amended hereby).

         4.  Miscellaneous.
             -------------

         (a) This Amendment may be executed in several counterparts and by each
party on a separate counterpart, each of which when so executed and delivered
shall be an original, and all of which together shall constitute one instrument.

         (b) This Amendment expresses the entire understanding of the parties
with respect to the transactions contemplated hereby. No prior negotiations or
discussions shall limit, modify, or otherwise affect the provisions hereof.

         (c) Any determination that any provision of this Amendment or any
application hereof is invalid, illegal or unenforceable in any respect and in
any instance shall not effect the validity, legality, or enforceability of such
provision in any other instance, or the validity, legality or enforceability of
any other provisions of this Amendment.


         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the date first above written.

                                               AEROPOSTALE, INC.


                                               By:/s/ John S. Mills
                                                  --------------------------
                                                  Name: John S. Mills
                                                  Title:President, COO


                                               BEAR STEARNS MB 1998-1999
                                                      PRE-FUND, LLC


                                               By:/s/ Mark Lehman
                                                  --------------------------
                                                     Name:Mark Lehman
                                                     Title:


                                                /s/ Julian R. Geiger
                                               -----------------------------
                                               Julian R. Geiger



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