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                                                                  Exhibit 10.58

                        FIRST AMENDMENT TO THIRD AMENDED
                           AND RESTATED LOAN AGREEMENT

         This First Amendment to Third Amended and Restated Loan Agreement dated
as of May 4, 1999, by and between Citizens Bank of Massachusetts (herein
"BANK"), and DM Management Company, a Delaware corporation now known as The J.
Jill, Group, Inc. (herein "BORROWER").

                                   WITNESSETH:

         WHEREAS, BANK and BORROWER are parties to that certain Loan Agreement
made as of June 5, 1997 by and between BANK and BORROWER, as the same has been
amended and restated from time to time most recently by a certain Third Amended
and Restated Loan Agreement dated as of May 4, 1999 (as so restated and amended,
the "Loan Agreement");

         WHEREAS, BORROWER and the BANK wish to amend the Loan Agreement as more
particularly hereafter set forth. Capitalized terms used herein without
definition shall have the meanings ascribed to them in the Loan Agreement.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereby agree that the Loan Agreement is hereby amended as
follows:

         1.       Section 1.01 of the Loan Agreement is hereby amended by
                  deleting the definition of Debt Service Coverage appearing
                  under said Section and replacing it by inserting a new
                  definition of Debt Service Coverage in said Section as
                  follows:

         "DEBT SERVICE COVERAGE" shall hereafter mean the ratio of (A) the
aggregate of the net earnings of BORROWER before interest expense, taxes,
depreciation, amortization, rent and lease expense, and special one-time charges
related to the discontinuance of that certain line of business known as, or
referred to as, the nicole catalog concept and other restructuring charges
approved in writing by the BANK in its sole discretion, with net earnings
specifically including interest income; less (i) UNFINANCED CAPITAL
EXPENDITURES, less (ii) SHAREHOLDER PAYMENTS, less (iii) taxes paid in cash; to
(B) the aggregate of (i) interest paid and (ii) the amounts of all maturities of
long-term debt falling due in the twelve (12) month period succeeding the
calculation date, including principal payments due on the REAL ESTATE LOAN plus
(iii) rent and lease expense. Long Term Debt is amounts due in whole or in part


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more than 12 months after the incurring thereof; however, for the purposes of
calculating this covenant the REVOLVING LOANS are specifically excluded from
Long Term Debt.

         This Amendment shall take effect as of the date first above written.

         Except as hereby amended, the Loan Agreement is hereby ratified,
confirmed and republished.

         IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date first above written.

Witness:                                The J. JILL Group, INC.
  ILLEGIBLE
------------------------
                                        By:  /s/ Peter Tulp
                                           ------------------------------------
                                        Name:   Peter Tulp
                                        Title:  VP, Corporate Controller


                                        CITIZENS BANK OF MASSACHUSETTS

Witness:
  ILLEGIBLE
------------------------                By:  /s/ Lori B. Leeth, SVP
                                           ------------------------------------
                                           Lori B. Leeth, Senior Vice President