Exhibit 10.11(b)

January 20,
2004

Scott
Gilbertson

Dear
Scott:

This
letter agreement ("Letter Agreement") will confirm our understanding of the arrangements under which your employment with J. Crew
Group, Inc., J. Crew Operating Corp. and all of their subsidiaries and affiliates (collectively, the "Company") is terminated. These terms and
conditions are set out below.





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If
the foregoing correctly reflects our understanding, please sign the enclosed copy of this Letter Agreement, whereupon it will become a binding agreement between us.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |  | J. CREW GROUP, INC.
J. CREW OPERATING CORP.                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --- |  | ------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |  |                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |  |                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |  | _________________________________
Lynda Markoe
Vice-President, Human Resources
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |  |                                                                               
|AGREED TO AND ACCEPTED:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |     |  |                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |  |                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |  |                                                                               
|_________________________________
Scott Gilbertson                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |     |  |                                                                               
|Dated: _____________________, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |     |  |                                                                               
|Acknowledgment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |     |  |                                                                               
|STATE OF ______________________ )                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |     |  |                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | ss: |  |                                                                               
|COUNTY OF ____________________ )                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |  |                                                                               
|On the  day of , 2004, before me
personally came Scott Gilbertson, who, being by me duly sworn, did depose and say that he resides at
, and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Letter Agreement set forth above, that he has reviewed all of
the terms of the Letter Agreement and that he fully understands all of its provisions, including without limitation, the general release and waiver set forth therein.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |  |                                                                               
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|_________________________________
Notary Public                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |     |  |                                                                               
|Dated: _____________________, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |     |  |                                                                               

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