Exhibit 10.15

December
23, 2003

Kathleen
Boyer
32 Hitchcock Road
Westport, CT 06880

Dear
Kathy:

This
letter will confirm our understanding of the arrangements under which your employment with 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 OPERATING CORP.
| |  | -----------------------
| |  | By:                    
| |  |                        

AGREED
TO AND ACCEPTED:

|By: |  |                                         |  | 
|--- |  | --------------------------------------- |  | 
|    |  | ________________________
Kathleen Boyer |  | 

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |     |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | 
|Dated:________________________, 2003                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |     |  | 
|Acknowledgment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |     |  | 
|STATE OF ______________________ )                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |     |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | ss: |  | 
|COUNTY OF ____________________ )                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |     |  | 
|On the            day of            , 2003, before me personally came Kathleen
Boyer who, being by me duly sworn, did depose and say that she resides at 32 Hitchcock Road, Westport, CT 06880, and did acknowledge and represent that she has had an opportunity to consult with attorneys and other advisers of her choosing regarding
the Agreement set forth above, that she has reviewed all of the terms of the Agreement and that she fully understands all of its provisions, including without limitation, the general release and waiver set forth therein.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |     |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |     |  | 
|_________________________________
Notary Public                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |     |  | 
|Date: ___________________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |     |  | 

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January
26, 2004

Kathleen
Boyer
32 Hitchcock Road
Westport, CT 06880

Dear
Kathy:

This
letter amends the letter agreement ("Agreement"), dated December 23, 2003, between you and J.Crew Operating Corp. (the
"Company") regarding the terms of your separation of employment from the Company. The Company and you agree as follows:





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

| |  | J. CREW OPERATING CORP.
| |  | -----------------------
| |  | By:                    
| |  |                        

AGREED
TO AND ACCEPTED:

|By:                                |  |                                         
|---------------------------------- |  | ----------------------------------------
|                                   |  | _________________________
Kathleen Boyer
|Dated:______________________, 2004

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