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                                                                   EXHIBIT 10.57



 

                                 April __, 1998



NAME
TITLE
Chadwick's of Boston, Ltd.
A Division of Brylane L.P.
35 United Drive
West Bridgewater, MA  02379

           Re:  Amendment to Brylane Inc.
                Nonqualified Stock Option Agreement
                -----------------------------------

Dear __________:

                This letter modifies and amends those certain Brylane Inc.
Nonqualified Stock Option Agreements (the "Option Agreements") dated as of
February 26, 1997 and July 24, 1997 by and between Brylane Inc., a Delaware
corporation (the "Company") and __________ (the "Optionee") as follows:

                Section 4 of the Option Agreements is amended and restated to
                ---------
read in its entirety as follows:

                "Termination of Employment or Other Relationship.  The
                 -----------------------------------------------       
                termination of Optionee's employment or other relationship with
                the Company and the Subsidiaries by the Partnership for any
                reason other than "cause" (as defined in Section 3(b) of that
                certain Employment Agreement dated as of April 1, 1998 between
                Partnership and Optionee, or in the provisions of any successor
                employment agreement (such Agreement, or successor thereto, the
                "Employment Agreement")), or by Optionee for "good reason" (as
                defined in Section 3(e) of the Employment Agreement), shall
                accelerate the vesting and exercisability of any unvested
                portion of the Option as of the date of such termination so
                that, on and after the date of such termination, the Option
                shall be exercisable for the full number of shares specified in
                Section 1 (less any shares previously exercised).  The
                termination of Optionee's employment or other relationship with
                the Company and the Subsidiaries by Employer for "cause" or by
                Optionee for any reason other than "good reason" shall not
                accelerate the vesting of the Option or affect the number of
                Shares with respect to which the Option may be exercised so that
                in the circumstances contemplated by this sentence the Option
                may only be exercised with respect to that number of Shares
                which could have been purchased under the Option had the Option
                been exercised by Optionee on the date of such termination."
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NAME
April __,1998
Page 2


          This letter may be executed in counterparts, each of which when
executed and delivered shall be deemed to be an original, and all of which when
taken together shall constitute but one and the same instrument.

                              BRYLANE INC.


                              By:   ________________________________
                                    Name
                                    Title
 



AGREED AND ACCEPTED:

OPTIONEE



________________________________
       Name