SECURITIES  AND  EXCHANGE  COMMISSION

Washington,  D.C.  20549

FORM  10-Q

(Mark  One)
  [  X  ]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE  ACT  OF  1934

For  the  quarterly  period  ended  August  1,  1998

OR
  [   ]  TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934

Commission  file  number:    33-69532

<TABLE>

<CAPTION>



<S>                                                        <C>
BRYLANE, L P 
(Exact name of registrant as specified in its charter)

Delaware                                                   35-1895382
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                             Identification No )

BRYLANE CAPITAL CORP 
(Exact name of co-registrant as specified in its charter)

Delaware                                                   95-4439747
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                             Identification No )

463 Seventh Avenue
New York, NY   10018
(Address of principal executive offices)


Registrant's telephone number, including area code:
(212) 613-9500
</TABLE>



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.   Yes  _X_  No  ___

The  number  of  shares  of  the  registrant's  common  stock  outstanding:  Not
Applicable.

1
<PAGE>
<PAGE>
BRYLANE,  L.P.
BRYLANE  CAPITAL  CORP.
Form  10-Q
For  the  Quarterly  Period  Ended
August  1,  1998
<TABLE>

<CAPTION>



<S>                                                                <C>
INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Page
                                                                   -------
Part I - Financial Information

Item 1 - Financial Statements
    a) Report of Independent Accountants. . . . . . . . . . . . .        3

    b) Consolidated Balance Sheets
        August 1, 1998 (unaudited) and January 31, 1998 . . . . .        4

    c) Consolidated Statements of Income (unaudited)
        Thirteen weeks ended August 1, 1998 and August 2, 1997
        Twenty-six weeks ended August 1, 1998 and August 2, 1997.        5

    d) Consolidated Statements of Cash Flows (unaudited)
        Twenty-six weeks ended August 1, 1998 and August 2, 1997.        6

    e) Consolidated Statements of Partnership Equity
        Year ended January 31, 1998 and twenty-six weeks ended
        August 1, 1998 (unaudited). . . . . . . . . . . . . . . .        7

    f) Notes to Unaudited Consolidated Financial Statements . . .    8 - 9

Item 2 - Management's Discussion and Analysis of Financial
    Condition and Results of Operations . . . . . . . . . . . . .  10 - 14

Part II - Other Information

Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . .       15

Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . .       16



</TABLE>


2
<PAGE>
<PAGE>
                                        
REPORT  OF  INDEPENDENT  ACCOUNTANTS

To  the  Board  of  Representatives  of
Brylane,  L.P.

We have reviewed the accompanying consolidated balance sheet of Brylane, L.P. as
of August 1, 1998, the related consolidated statement of income for the thirteen
and  twenty-six  weeks  then ended, the consolidated statement of cash flows for
the  twenty-six  weeks then ended and the consolidated statements of partnership
equity  for  the  twenty-six  weeks  ended  August  1,  1998. These consolidated
financial  statements  are  the  responsibility  of  the  Company's  management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A  review  of  interim financial
information  consists principally of applying analytical procedures to financial
data  and  making  inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression  of  an  opinion regarding the financial statements taken as a whole.
Accordingly,  we  do  not  express  such  an  opinion.

Based  on our review, we are not aware of any material modifications that should
be  made  to  the accompanying financial statements for them to be in conformity
with  generally  accepted  accounting  principles.


/s/  PricewaterhouseCoopers  LLP

Indianapolis,  Indiana
September  2,  1998

3
<PAGE>
<PAGE>

                                       
PART  I  -  FINANCIAL  INFORMATION
----------------------------------
ITEM  1  -  Financial  Statements
---------------------------------

<TABLE>

<CAPTION>

BRYLANE,  L.P.
CONSOLIDATED  BALANCE  SHEETS
(Dollars  in  thousands)


<S>                                                          <C>               <C>

                                                             August 1, 1998    January 31, 1998
                                                             ----------------  ------------------
ASSETS                                                         (Unaudited)
CURRENT ASSETS:
  Cash and cash equivalents . . . . . . . . . . . . . . . .  $            --   $           5,081 
  Deferred receivables (net of allowance for doubtful
     accounts of $1,155 and $1,474, respectively) . . . . .           15,631               8,194 
  Accounts receivable, other. . . . . . . . . . . . . . . .            7,937               7,851 
  Inventories . . . . . . . . . . . . . . . . . . . . . . .          253,001             219,553 
  Catalog costs and paper inventory . . . . . . . . . . . .           58,421              51,982 
  Other . . . . . . . . . . . . . . . . . . . . . . . . . .            6,478               6,426 
                                                             ----------------  ------------------

      TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . .          341,468             299,087 

Property and equipment, net . . . . . . . . . . . . . . . .           80,246              77,095 

Intangibles and deferred financing fees . . . . . . . . . .          327,220             333,319 

Deferred tax asset. . . . . . . . . . . . . . . . . . . . .            1,039               1,039 
                                                             ----------------  ------------------
      TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . .  $       749,973   $         710,540 
                                                             ================  ==================


LIABILITIES AND EQUITY
CURRENT LIABILITIES:
  Accounts payable. . . . . . . . . . . . . . . . . . . . .  $       131,087   $         139,480 
  Accrued expenses. . . . . . . . . . . . . . . . . . . . .           29,365              38,704 
  Reserve for returns . . . . . . . . . . . . . . . . . . .            9,646              17,844 
  Revolving line of credit - current portion. . . . . . . .           54,000              19,000 
  Current portion of long-term debt . . . . . . . . . . . .           15,000              10,000 
                                                             ----------------  ------------------

      TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . .          239,098             225,028 

Long-term debt. . . . . . . . . . . . . . . . . . . . . . .          299,507             329,753 
Other long-term liabilities . . . . . . . . . . . . . . . .           10,547               9,010 
                                                             ----------------  ------------------

      TOTAL LIABILITIES . . . . . . . . . . . . . . . . . .          549,179             563,791 

Convertible redeemable preferred stock of Brylane Inc.. . .               --               1,370 

Partnership equity:
  General partner, 2,562,500 units. . . . . . . . . . . . .           25,625              25,625 
  Limited partners, 17,711,217 units at August 1, 1998 and
     17,268,353 units at January 31, 1998 . . . . . . . . .           90,390             101,756 
  Note receivable from parent . . . . . . . . . . . . . . .          (83,659)           (113,439)
  Retained earnings . . . . . . . . . . . . . . . . . . . .          168,438             131,437 
                                                             ----------------  ------------------
        Total partnership equity. . . . . . . . . . . . . .          200,794             145,379 
                                                             ----------------  ------------------

      TOTAL LIABILITIES AND EQUITY. . . . . . . . . . . . .  $       749,973   $         710,540 
                                                             ================  ==================

<FN>

The  accompanying  notes  are an integral part of the unaudited consolidated financial statements.
</TABLE>


4
<PAGE>
<PAGE>
<TABLE>

<CAPTION>

BRYLANE,  L.P.
CONSOLIDATED  STATEMENTS  OF  INCOME
 (Dollars  in  thousands)
 (Unaudited)



<S>                                    <C>              <C>              <C>              <C>

                                       Thirteen         Thirteen         Twenty-six       Twenty-six
                                       Weeks Ended      Weeks Ended      Weeks Ended      Weeks Ended
                                       ---------------  ---------------  ---------------  ---------------

                                       August 1, 1998   August 2, 1997   August 1, 1998   August 2, 1997
                                       ---------------  ---------------  ---------------  ---------------

Net sales . . . . . . . . . . . . . .  $       300,532  $       274,656  $       648,136  $       603,457

  Cost of goods sold. . . . . . . . .          152,522          144,239          328,939          313,286
                                       ---------------  ---------------  ---------------  ---------------

Gross margin. . . . . . . . . . . . .          148,010          130,417          319,197          290,171

Operating expenses:
  Catalog and advertising . . . . . .           63,788           54,540          149,782          137,879
  Fulfillment . . . . . . . . . . . .           33,696           28,345           63,862           56,415
  Support services. . . . . . . . . .           20,757           21,740           45,108           43,750
  Intangibles and organization cost
    amortization. . . . . . . . . . .            2,825            2,734            5,649            5,466
                                       ---------------  ---------------  ---------------  ---------------
Total operating expenses. . . . . . .          121,066          107,359          264,401          243,510
                                       ---------------  ---------------  ---------------  ---------------

Operating income. . . . . . . . . . .           26,944           23,058           54,796           46,661

Interest expense:
  Interest expense. . . . . . . . . .            7,330            6,157           15,100           13,685
  Less: Interest income on note
    receivable from parent. . . . . .            1,392               --            3,101               --
                                       ---------------  ---------------  ---------------  ---------------
Interest expense,net. . . . . . . . .            5,938            6,157           11,999           13,685
                                       ---------------  ---------------  ---------------  ---------------

Income before income taxes
  and extraordinary charge. . . . . .           21,006           16,901           42,797           32,976
Provision for income taxes. . . . . .               --               59               --               87
                                       ---------------  ---------------  ---------------  ---------------

Income before extraordinary charge. .           21,006           16,842           42,797           32,889

Extraordinary charge related to early
  retirement of debt. . . . . . . . .               --               --               --            6,524
                                       ---------------  ---------------  ---------------  ---------------

Net income. . . . . . . . . . . . . .  $        21,006  $        16,842  $        42,797  $        26,365
                                       ===============  ===============  ===============  ===============

<FN>

The  accompanying  notes  are  an  integral  part  of  the  unaudited  consolidated  financial statements.

</TABLE>


5
<PAGE>
<PAGE>
<TABLE>

<CAPTION>

BRYLANE,  L.P.
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(Dollars  in  thousands)
(Unaudited)


<S>                                                    <C>               <C>

                                                       Twenty-six        Twenty-six
                                                       Weeks Ended       Weeks Ended
                                                       ----------------  ----------------

                                                       August 1, 1998    August 2, 1997
                                                       ----------------  ----------------


OPERATING ACTIVITIES:
  Net income. . . . . . . . . . . . . . . . . . . . .  $        42,797   $        26,365 
  Impact of other operating activities on cash flows:
    Depreciation. . . . . . . . . . . . . . . . . . .            5,701             5,143 
    Amortization. . . . . . . . . . . . . . . . . . .            6,148             6,298 
    Non-recurring inventory charge. . . . . . . . . .               --             3,315 
    Extraordinary charge related to
      early retirement of debt. . . . . . . . . . . .               --             6,524 
    Non-cash compensation expense . . . . . . . . . .               --               349 
    Loss on sale of asset . . . . . . . . . . . . . .               37                -- 
    Changes in operating assets and liabilities:
      Accounts receivable . . . . . . . . . . . . . .           (7,523)            9,148 
      Inventories . . . . . . . . . . . . . . . . . .          (33,448)          (23,037)
      Catalog costs and paper inventory . . . . . . .           (6,439)           (1,723)
      Accounts payable. . . . . . . . . . . . . . . .           (8,393)           15,442 
      Accrued expenses. . . . . . . . . . . . . . . .           (9,339)           (5,983)
      Reserve for returns . . . . . . . . . . . . . .           (8,198)           (7,318)
      Other assets and liabilities. . . . . . . . . .             (688)            4,178 
                                                       ----------------  ----------------

Net cash (used in) provided by operating activities .          (19,345)           38,701 
                                                       ----------------  ----------------

INVESTING ACTIVITIES:
  Capital expenditures. . . . . . . . . . . . . . . .          (10,014)           (7,322)
  Proceeds from sale of asset . . . . . . . . . . . .               13                -- 
  Purchase price adjustment related to Chadwick's
    Acquisition . . . . . . . . . . . . . . . . . . .               --            28,805 
                                                       ----------------  ----------------

Net cash (used in) provided by investing activities .          (10,001)           21,483 
                                                       ----------------  ----------------

FINANCING ACTIVITIES:
  Payments on debt. . . . . . . . . . . . . . . . . .           (5,000)         (324,793)
  Additions to debt . . . . . . . . . . . . . . . . .           25,000           181,663 
  Proceeds from initial public
    offering of Brylane Inc . . . . . . . . . . . . .               --            96,000 
  Offering fees and expenses related
    to Brylane Inc. . . . . . . . . . . . . . . . . .               --            (8,170)
  Debt issuance fees and expenses . . . . . . . . . .               --              (203)
  Cash payments on management notes . . . . . . . . .              985                -- 
  Proceeds received from exercise of
    stock options of Brylane Inc. . . . . . . . . . .            9,076                -- 
  Distributions to partners . . . . . . . . . . . . .           (5,796)           (7,966)
                                                       ----------------  ----------------

Net cash provided by (used in) financing activities .           24,265           (63,469)
                                                       ----------------  ----------------

Cash and cash equivalents, at beginning of year . . .            5,081             3,285 
                                                       ----------------  ----------------

Cash and cash equivalents, at end of Period . . . . .  $            --   $            -- 
                                                       ================  ================
<FN>

The  accompanying  notes  are  an  integral  part of the unaudited consolidated financial
statements.
</TABLE>


6
<PAGE>
<PAGE>
<TABLE>

<CAPTION>

BRYLANE,  L.P.
CONSOLIDATED  STATEMENTS  OF  PARTNERSHIP  EQUITY
(Dollars  in  thousands)


<S>                                                <C>        <C>      <C>         <C>        <C>          <C>         <C>




                                                                                              Note
                                                   General    General  Limited     Limited    Receivable
                                                   Partner    Partner  Partners    Partners   from         Retained
                                                   Units      Amount   Units       Amount     Parent       Earnings    Total
                                                   ---------  -------  ----------  ---------  -----------  ----------  ----------

Balance, February 1, 1997 . . . . . . . . . . . .  2,562,500  $25,625  12,908,945  $  5,298            -   $  72,940   $ 103,863 
   Net income . . . . . . . . . . . . . . . . . .          -        -           -         -            -      79,438      79,438 
   Contribution of proceeds from initial
      public offering of Brylane Inc. . . . . . .          -        -   4,000,000    96,000            -           -      96,000 
   Initial public offering expenses
      of Brylane Inc. . . . . . . . . . . . . . .          -        -           -    (8,850)           -           -      (8,850)
   Note receivable from parent. . . . . . . . . .          -        -           -         -   $ (113,439)          -    (113,439)
   Exchange of stock options. . . . . . . . . . .          -        -           -       700            -           -         700 
   Repayment of management notes. . . . . . . . .          -        -           -     1,465            -           -       1,465 
   Conversion of convertible note . . . . . . . .          -        -     352,908     9,705            -           -       9,705 
   Conversion of preferred stock of Brylane Inc..          -        -       6,500       130            -           -         130 
   Exercise of stock options of Brylane Inc.. . .          -        -           -    (2,674)           -           -      (2,674)
   Distributions to partners. . . . . . . . . . .          -        -           -       (18)           -     (20,941)    (20,959)
                                                   ---------  -------  ----------  ---------  -----------  ----------  ----------

Balance, January 31, 1998 . . . . . . . . . . . .  2,562,500   25,625  17,268,353   101,756     (113,439)    131,437     145,379 

   Net income . . . . . . . . . . . . . . . . . .          -        -           -         -            -      42,797      42,797 
   Distributions to partners. . . . . . . . . . .          -        -           -         -            -      (5,796)     (5,796)
   Exercise of stock options of Brylane Inc . . .          -        -           -   (24,016)      33,092           -       9,076 
   Interest on note receivable. . . . . . . . . .          -        -           -         -       (3,101)          -      (3,101)
   Franchise tax. . . . . . . . . . . . . . . . .          -        -           -         -         (211)          -        (211)
   Conversion of convertible note . . . . . . . .          -        -     374,364    10,295            -           -      10,295 
   Conversion of preferred stock of Brylane Inc..                          68,500     1,370                                1,370 
   Repayment of management notes. . . . . . . . .          -        -           -       985            -           -         985 
                                                   ---------  -------  ----------  ---------  -----------  ----------  ----------

Balance, August 1, 1998 (unaudited) . . . . . . .  2,562,500  $25,625  17,711,217  $ 90,390   $  (83,659)  $ 168,438   $ 200,794 
                                                   =========  =======  ==========  =========  ===========  ==========  ==========

<FN>

The  accompanying  notes  are  an  integral  part  of  the  unaudited  consolidated  financial  statements.
</TABLE>

7
<PAGE>
<PAGE>


BRYLANE,  L.P.
NOTES  TO  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS


(1)  NATURE  OF  OPERATIONS:

     Brylane,  L.P.,  a  Delaware  limited  partnership  ("Brylane"  or  the
"Partnership"  or  the  "Company") is a leading catalog retailer of special-size
and regular-size women's and men's apparel.  The women's catalogs market apparel
in  the  budget  and  low  to moderate price range and the men's catalogs market
apparel in the moderate price range.  Brylane services the special-size customer
through its Lane Bryant, Roaman's, Jessica London and KingSize (men's) catalogs,
and  the  regular-size  customer through its Chadwick's, Lerner, Bridgewater and
Brett  (men's)  catalogs.  Brylane  also  markets apparel to these same customer
segments through four catalogs which it distributes under licensing arrangements
with  Sears  Shop  at  Home  Services,  Inc.  ("Sears").

     Brylane's  merchandising strategy is to provide value-priced, private label
apparel  with  a  consistent  quality  and  fit,  to concentrate on apparel with
limited  fashion  risk  and  to offer a broader selection of sizes and styles in
special-size  apparel  than  can  be  found  at  most retail stores and in other
competing  catalogs.  Each  of  Brylane's  catalogs  offers  its  customers
contemporary,  traditional  and  basic  apparel.

(2)  BASIS  OF  PRESENTATION:

     The  consolidated  financial statements at August 1, 1998 are unaudited and
have  been prepared from the books and records of the Company in accordance with
generally  accepted accounting principles and with the instructions to Form 10-Q
and  Article  10 of Regulation S-X.  Accordingly, they do not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial statements.  All adjustments (consisting only of normal
recurring  accruals)  which  are,  in the opinion of management, necessary for a
fair  presentation  of  financial position and operating results for the interim
periods are reflected.  These financial statements should be read in conjunction
with  the  consolidated  financial  statements and notes thereto included in the
Company's  most  recent  Annual  Report  on  Form 10-K, which includes financial
statements  for  the  year  ended  January  31,  1998.

(3)  SIGNIFICANT  STOCKHOLDER  -  PINAULT-PRINTEMPS-REDOUTE:

     On  April  3,  1998,  Pinault-Printemps-Redoute,  S.A., a company organized
under  the  laws  of France ("PPR"), through an affiliate, REDAM LLC, a Delaware
limited  liability  company, acquired 43.7% of the outstanding common stock from
certain  stockholders  of  Brylane  Inc.,  the  parent  company of Brylane, L.P.
Concurrently,  Brylane  Inc.  and  PPR  entered into a governance agreement (the
"Governance  Agreement")  that includes a standstill period of three years which
limits  PPR's  ability to acquire additional common stock to approximately 47.5%
of  the  outstanding shares and restricts PPR from taking certain other actions.
PPR has increased its ownership of common stock of Brylane Inc. as of August 17,
1998  to  46.7%  of  the  common  stock  outstanding.

(4)  COMMITMENTS  AND  CONTINGENCIES:

     Brylane is involved in various legal proceedings that are incidental to the
conduct  of  its business.  Although the amount of any liability with respect to
these  proceedings  cannot  be  determined,  in  the opinion of management after
consultation  with  legal  counsel,  any such liability will not have a material
adverse  effect  on  the financial position or results of operations of Brylane.

     The Company is under audit by the Indiana Department of Revenue ("IDR") and
had  anticipated an assessment of approximately $2.3 million, net of federal tax
benefit.  The  Company  has continued its negotiations with the IDR, and, in the
opinion  of management, there is a reasonable possibility that this matter could
be  resolved  in  the  near  term.  While  no resolution has been finalized, the
obligation,  if  any,  should  be  substantially  reduced.

8
<PAGE>
<PAGE>
(5)  ADOPTION  OF  A  NEW  ACCOUNTING  STANDARD:

     In  March  1998,  the  Accounting  Standards  Executive  Committee  issued
Statement  of  Position  ("SOP") No. 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use."  The standard is effective for
fiscal  years beginning after December 15, 1998, with early adoption encouraged.
The  Company  applied the new rules prospectively beginning in the first quarter
of 1998 and, based on current circumstances, does not believe the application of
the  new  rules  will  have  a  material  impact  on  the consolidated financial
statements.

(6)  RECLASSIFICATIONS:

     Certain  amounts  in  the  prior  period  financial  statements  have  been
reclassified  to  be  consistent  with  the  current  period presentation.  Such
reclassifications  had  no  effect  on  previously  reported  net  income.

9
<PAGE>
<PAGE>

ITEM  2  -  Management's  Discussion  and  Analysis  of Financial Condition and
Results  of  Operation

    This  Form  10-Q  contains  certain  forward-looking  statements  within the
meaning  of  Section  27A  of  the Securities Act of 1933 and Section 21E of the
Securities  Exchange  Act  of  1934.  Such statements are subject to a number of
risks  and  uncertainties,  including  among  other  things,  competition, risks
associated  with  the  Sears  Agreement,  the  impact  of  increases in costs of
postage,  paper  and  printing,  control of the Company by PPR, risks associated
with  acquisition  and  risks related to unionized employees.  Actual results in
the  future  could differ materially from those described in the forward-looking
statements  as  a  result  of  such  risk  factors  or other risks.  The Company
undertakes  no  obligation  to  publicly release the results of any revisions of
these  forward-looking  statements that may be made to reflect any future events
or  circumstances.

RESULTS  OF  OPERATIONS

The  following  table  sets  forth certain operating data of Brylane L.P.for the
periods  indicated.

<TABLE>
<CAPTION>
<S>                                        <C>               <C>      <C>               <C>     <C>               <C>
                                           Thirteen                   Thirteen                  Twenty-six        
                                           Weeks Ended                Weeks Ended               Weeks Ended       
                                           ----------------           ----------------          ----------------        
                                           (Dollars in                (Dollars in               (Dollars In        
                                           Thousands)                 Thousands)                Thousands)        
                                           (Unaudited)                (Unaudited)               (Unaudited)        

                                             August 1, 1998             August 2, 1997            August 1, 1998    
                                           ----------------           ----------------          ----------------        
Net sales . . . . . . . . . . . . . . . .  $        300,532   100.0%  $        274,656  100.0%  $        648,136  100.0%
Gross margin. . . . . . . . . . . . . . .           148,010    49.2            130,417   47.5            319,197   49.2 
Operating expenses:
   Catalog and advertising. . . . . . . .            63,788    21.2             54,540   19.9            149,782   23.1 
   Fulfillment. . . . . . . . . . . . . .            33,696    11.2             28,345   10.3             63,862    9.8 
   Support services . . . . . . . . . . .            20,757     6.9             21,740    7.9             45,108    7.0 
   Amortization of acquisitions
      intangibles and organization costs.             2,825     0.9              2,734    1.0              5,649    0.9 
                                           ----------------  -------  ----------------  ------  ----------------  ------
Operating income. . . . . . . . . . . . .            26,944     9.0             23,058    8.4             54,796    8.4 
   Add back:
      Non-recurring inventory charge(1) .                --      --                829    0.3                 --     -- 
      Compensation expense (2). . . . . .                --      --                174    0.1                 --     -- 
      Operating adjustments (3) . . . . .               765     0.2                 --     --              2,375    0.4 
                                           ----------------  -------  ----------------  ------  ----------------  ------
Operating income before acquisitions
   related and non-recurring adjustments.  $         27,709     9.2%  $         24,061    8.8%  $         57,171    8.8%
                                           ================  =======  ================  ======  ================  ======

<S>                                        <C>               <C>
                                           Twenty-six
                                           Weeks Ended
                                           ----------------        
                                           (Dollars In
                                           Thousands)
                                           (Unaudited)

                                             August 2, 1997
                                           ----------------        
Net sales . . . . . . . . . . . . . . . .  $        603,457  100.0%
Gross margin. . . . . . . . . . . . . . .           290,171   48.1 
Operating expenses:
   Catalog and advertising. . . . . . . .           137,879   22.9 
   Fulfillment. . . . . . . . . . . . . .            56,415    9.4 
   Support services . . . . . . . . . . .            43,750    7.2 
   Amortization of acquisitions
      intangibles and organization costs.             5,466    0.9 
                                           ----------------  ------
Operating income. . . . . . . . . . . . .            46,661    7.7 
   Add back:
      Non-recurring inventory charge(1) .             3,315    0.5 
      Compensation expense (2). . . . . .               349    0.1 
      Operating adjustments (3) . . . . .                --     -- 
                                           ----------------  ------
Operating income before acquisitions
   related and non-recurring adjustments.  $         50,325    8.3%
                                           ================  ======
<FN>
(1)  The non-recurring inventory charge resulted from increasing inventory by $5.0 million for the Chadwick's Acquisition
to  reflect  the  fair market value of the inventory at December 9, 1996, the closing date of the Chadwick's Acquisition
and  was  completely  amortized  into  cost  of  goods  sold  at  January  31,  1998.

(2)  Represents  non-cash  compensation  expense  related  to amendments to options granted under the Brylane, L.P. 1993
Partnership  United  Option  Plan.

(3)  Represents $0.5 million in merchandise loss related to the discontinuance of the Sue Brett catalog concept and $0.3
million  related  to  the  relocation  costs  for  the KingSize business from Hingham, Massachusetts to New York for the
thirteen  weeks  ended  August  1,  1998.  For  the  twenty-six  weeks  ended  August  1, 1998, includes $1.1 million in
merchandise  loss  related  to  the  discontinuance  of Sue Brett, $0.5 million in expenses associated with the canceled
common  stock  registration  of  Brylane  Inc.  and  $0.7  million  of  relocation  costs  for  the  KingSize  business.
</TABLE>

10
<PAGE>
<PAGE>
THIRTEEN  WEEKS  ENDED AUGUST 1, 1998 COMPARED TO THIRTEEN WEEKS ENDED AUGUST 2,
1997

     NET  SALES:

     Net  sales  increased  9.4%  for the thirteen weeks ended August 1, 1998 to
$300.5 million from $274.7 million in the comparable period of fiscal 1997.  The
increase in net sales is primarily related to an increase in sales volume due to
both  a  5.5%  and  a  4.2%  increase  in  circulation  and  average order size,
respectively.

     GROSS  MARGIN:

     Gross  margin  for  the  thirteen  weeks  ended August 1, 1998 increased to
$148.0 million (49.2% of net sales) from $130.4 million (47.5% of net sales) for
the same period of fiscal 1997.  Excluding the non-recurring inventory charge of
$0.8  million  (0.3%  of  net  sales)  related  to  the  step-up in the value of
inventory  in  connection  with  the  Chadwick's  acquisition, last year's gross
margin would have been $131.2 million (47.8% of net sales).  The increase in the
gross margin as a percent of net sales in fiscal 1998 is due primarily to higher
initial  mark-ups created by favorable merchandise sourcing from direct offshore
purchases.

     CATALOG  AND  ADVERTISING  EXPENSE:

     Catalog  and  advertising  expense is comprised of the costs to produce and
distribute  catalogs,  primarily  paper, printing and catalog mailing costs, and
the  cost  of  acquiring names of prospective customers.  For the thirteen weeks
ended August 1, 1998, catalog and advertising expense increased to $63.8 million
(21.2% of net sales) from $54.5 million (19.9% of net sales) for the same period
of  fiscal  1997.  The  increase  in  expense is primarily due to an increase in
circulation  and  higher  paper  costs.

     FULFILLMENT  EXPENSE:

     Fulfillment  expense  includes  distribution  center, telemarketing, credit
services  and  customer  service  expenses,  reduced  by net merchandise postage
revenue.  Fulfillment  expense as reported in the thirteen weeks ended August 1,
1998  increased  to $33.7 million (11.2% of net sales) from $28.3 million (10.3%
of  net  sales) for the same period in fiscal 1997.  The increase in fulfillment
expense relates to the start up of additional distribution operations as well as
an  increase  in  credit  service  expenses primarily related to the chargebacks
associated  with  the  deferred  billing  programs.

     SUPPORT  SERVICES  EXPENSE:

     Support  services  expense  includes  staffing  and  other  administrative
overhead  costs  associated  with  the operation of the business and the license
fees  associated with the Company's agreements with Sears Shop At Home.  Support
services  expense  as  reported  for  the  thirteen  weeks  ended August 1, 1998
decreased  to  $20.8 million (6.9% of net sales) from $21.7 million (7.9% of net
sales)  for  the  same  period in fiscal 1997. The decrease was primarily due to
lower  incentive compensation expense, partially offset by higher staffing costs
to  support  growth  initiatives  in  the  quarter  ended  August  1,  1998.

     AMORTIZATION  EXPENSE:

     Amortization expense for the thirteen weeks ended August 1, 1998, increased
to  $2.8  million  (0.9% of net sales) from $2.7 million (1.0% of net sales) for
the same period in fiscal 1997.  The increase in the amortization expense is due
to  increased amortization of the remaining net book value of certain trademarks
which  was  accelerated  concurrent  with changes in ownership which occurred in
conjunction  with  Brylane  Inc.'s  secondary  offering  in  October,  1997.

     OPERATING  INCOME:

     Operating  income before acquisitions-related and non-recurring adjustments
in  the  thirteen weeks ended August 1, 1998 increased to $26.9 million (9.0% of
net  sales) from $23.1 million (8.4% of net sales) for the same period of fiscal
1997.  Operating  income improved by $3.8 million due to an increase in revenues
as  a result of higher sales volume, and an increase in gross margin as a result
of  favorable  merchandise  sourcing  partially  offset  by  higher  catalog and
operating  expenses.

11
<PAGE>
<PAGE>
     INTEREST:

     Interest expense, net, in the thirteen weeks ended August 1, 1998 decreased
to  $5.9  million  compared  to  $6.2 million for the comparable period in 1997.
Excluding  interest income of $1.4 million pertaining to the parent company note
in  1998,  interest  expense  increased  by  $1.1  million due to higher average
outstanding  debt  balances partially offset by slightly lower interest rates on
the term loans of the 1997 Bank Credit Facility and the term loan of the Amended
1997  Bank  Credit  Facility.


TWENTY-SIX  WEEKS ENDED AUGUST 1, 1998 COMPARED TO TWENTY-SIX WEEKS ENDED
AUGUST 2, 1997

     NET  SALES:

     Net  sales  increased 7.4% for the twenty-six weeks ended August 1, 1998 to
$648.1 million from $603.5 million in the comparable period of fiscal 1997.  The
increase in net sales is primarily related to an increase in sales volume due to
both  a  6.3%  and  a  3.5%  increase  in  circulation  and  average order size,
respectively.

     GROSS  MARGIN:

     Gross  margin  for  the  twenty-six weeks ended August 1, 1998 increased to
$319.2 million (49.2% of net sales) from $290.2 million (48.1% of net sales) for
the same period of fiscal 1997.  Excluding the non-recurring inventory charge of
$3.3  million  (0.5%  of  net  sales)  related  to  the  step-up in the value of
inventory  in  connection  with  the  Chadwick's  acquisition, last year's gross
margin would have been $293.5 million (48.6% of net sales).  The increase in the
gross margin as a percent of net sales in fiscal 1998 is due primarily to higher
initial  mark-ups created by favorable merchandise sourcing from direct offshore
purchases.

     CATALOG  AND  ADVERTISING  EXPENSE:

     Catalog  and  advertising  expense for the twenty-six weeks ended August 1,
1998,  increased  to  $149.8  million  (23.1%  of net sales) from $137.9 million
(22.9%  of  net  sales)  for  the  same period of fiscal 1997. The increase as a
percentage  of  net  sales  was  primarily due to an increase in circulation and
higher  paper  costs.

     FULFILLMENT  EXPENSE:

     Fulfillment  expense in the twenty-six weeks ended August 1, 1998 increased
to  $63.9 million (9.8% of net sales) from $56.4 million (9.4% of net sales) for
the same period in fiscal 1997.   The increase in fulfillment expense relates to
the  start  up  of  additional distribution operations as well as an increase in
credit service expenses primarily related to the chargebacks associated with the
deferred  billing  program.

     SUPPORT  SERVICES  EXPENSE:

     Support  services  expense  for  the  twenty-six weeks ended August 1, 1998
increased  to  $45.1 million (7.0% of net sales) from $43.8 million (7.2% of net
sales)  for  the  same  period in fiscal 1997. The increase was primarily due to
expenses  associated with the canceled common stock registration of Brylane Inc.
and  the  relocation  costs  for  the  KingSize  business.

     AMORTIZATION  EXPENSE:

     Amortization  expense  for  the  twenty-six  weeks  ended  August  1, 1998,
increased  to  $5.6  million  (0.9% of net sales) from $5.5 million (0.9% of net
sales) for the same period in fiscal 1997.  The increase in amortization expense
is  due  to  increased  amortization  of the remaining net book value of certain
trademarks  which  was  accelerated  concurrent  with changes in ownership which
occurred in conjunction with Brylane Inc.'s secondary offering in October, 1997.

12
<PAGE>
<PAGE>
     OPERATING  INCOME:

     Operating  income before acquisitions-related and non-recurring adjustments
in the twenty-six weeks ended August 1, 1998 increased to $54.8 million (8.4% of
net  sales) from $46.7 million (7.7% of net sales) for the same period of fiscal
1997.  Operating  income improved by $8.1 million due to an increase in revenues
as  a result of higher sales volume, and an increase in gross margin as a result
of  favorable  merchandise  sourcing  partially  offset  by  higher  catalog and
operating  expenses.

     INTEREST:

     Interest  expense,  net,  in  the  twenty-six  weeks  ended  August 1, 1998
decreased  to  $12.0 million compared to $13.7 million for the comparable period
in  fiscal  1997.  Excluding  interest  income of $3.1 million pertaining to the
parent  company  note  in  1998,  and  $1.0  million related to a purchase price
adjustment  associated with the Chadwick's Acquisition in 1997, interest expense
increased  by  $0.4  million  which  was  due to higher average outstanding debt
balances  partially offset by slightly lower interest rates on the term loans of
the  1997 Bank Credit Facility and the term loan of the Amended 1997 Bank Credit
Facility.

POSTAL  RATE  INCREASE:

     The  United  States  Postal  Service  announced  a  postal  rate  increase
commencing  on  January  10,  1999.  Brylane expects the magnitude of the postal
increase  on  catalog  postage  and  merchandise  postage  to  be  3.0% and 9.0%
respectively.  The  Company estimates the annual effect on net income to be $5.0
million, pretax.  Currently, the Company is examining ways to mitigate the costs
associated  with  the  postal  increase  through  either  price increases and\or
reductions  in  other  costs.

LIQUIDITY  AND  CAPITAL  RESOURCES:

     The  Company  has  historically  met its working capital needs, principally
building  inventory  to  meet  increased  sales,  and  its  capital  expenditure
requirements  primarily  through funds generated from operations.  The Company's
liquidity requirements have also included servicing the debt incurred to finance
various  acquisitions  and  includes  servicing  debt  incurred  to  finance the
repurchase  of common stock of Brylane Inc. in the third quarter of fiscal 1997.

     Operating  activities  resulted  in  cash  used  of  $19.3  million for the
twenty-six weeks ended August 1, 1998 compared to cash provided of $38.7 million
for  the  same period in fiscal 1997.  Cash used by operations was primarily due
to  higher  deferred  receivables  due  to the increased use of deferred billing
options  in  this season's mailings over the prior year.  Also, cash was used to
increase  inventory  levels  due  to earlier purchasing of Fall\Winter inventory
targeted  to  improve  the  in-stock position of the Company's catalogs, to fund
future  catalogs'  paper and production costs and to reduce accounts payable due
to  higher  direct  offshore  purchases.

     Investing  activities  resulted  in  net  cash used of $10.0 million in the
twenty-six weeks ended August 1, 1998 compared to cash provided of $21.5 million
for  the same period in fiscal 1997.  The Company's capital expenditures for the
remainder  of  fiscal  1998  are estimated to be $5.8 million.  Brylane plans to
fund  its  capital  expenditures  for  fiscal  1998  using  cash  generated from
operations.

     Financing activities for the twenty-six weeks ended August 1, 1998 resulted
in  net  cash provided of $24.3 million compared with cash used of $63.5 million
in the prior year.  The Company received proceeds of $9.1 million related to the
exercise  of  stock  options,  $1.0 million from the payment of management notes
related  to  stock  subscriptions  and  made  distributions  to partners of $5.8
million  in the twenty-six weeks ended August 1, 1998.  The Company has made two
scheduled  payments totaling $5.0 million on the Term Loan and net borrowings of
$25.0  million  on  the  revolver for the twenty-six weeks ended August 1, 1998.

13
<PAGE>
<PAGE>
The  Revolving  Credit  Facility  can  be  used  for general corporate purposes,
including  working  capital needs, letters of credit and permitted acquisitions.
As of August 1, 1998, Brylane had $244.0 million in borrowings under the Amended
1997 Bank Credit Facility and, after giving effect to the issuance of letters of
credit  in  the  amount  of $47.9 million which the Company intends to pay using
funds  generated  from  operations,  had additional capacity under the Revolving
Credit  Facility  of  approximately  $78.1  million.

     The  Company  intends  to  redeem  all  of  its  $125  million  10%  Senior
Subordinated  Notes  due  2003  at  the  stated call price of 105%, plus accrued
interest,  on September 21, 1998.  In connection with the redemption the Company
has  received  a commitment to amend and restate its existing credit facility to
$500  million,  in  order  to,  among  other  things,  permit  the redemption by
increasing  the existing term loan for the Senior Subordinated Notes and provide
funds  for  general corporate purposes.  The redemption is expected to result in
an  annual benefit of approximately $4.0 million in reduced interest costs.  The
Company  will incur an extraordinary charge pertaining to the refinancing of the
Senior  Subordinated Notes and from amending and restating the Amended 1997 Bank
Credit  Facility  of  approximately  $10.9  million.

     On  August  31,  1998,  Brylane  Inc., the parent company of Brylane, L.P.,
announced  that  its  Board  of  Directors (including its independent directors)
authorized  the  purchase  of  up  to  $40.0  million  of its Common Stock.  The
repurchase  program  authorizes management, at its discretion, to make purchases
in  the  open  market  or  in  privately  negotiated  block  transactions.

     While  no  assurances  can  be  given  in this regard, based on current and
projected  operating  results,  Brylane  believes that cash flow from operations
will  provide adequate funds for ongoing operations, funding of the purchases of
common  stock  for  treasury  on  behalf  of  Brylane  Inc., debt service on its
indebtedness (including scheduled prepayments under the Amended 1997 Bank Credit
Facility,  as it will be amended and restated), and planned capital expenditures
for  the  foreseeable  future.  In addition, the Company will have  availability
under  the  Revolving  Credit  Facility  to  finance  capital  needs.

COMPUTERIZED  OPERATIONS  AND  THE  YEAR  2000:

     The  year  2000  issue  ("Y2K")  is the result of computer programs using a
two-digit  format,  as  opposed  to  four  digits,  to  indicate the year.  Such
computer  systems  will be unable to interpret dates beyond the year 1999, which
could  cause  a  system  failure  or  produce  erroneous  results,  leading  to
disruptions  in  operations.  In  1996,  the Company developed a Year 2000 audit
compliance  and certification program.  The Company identified three major areas
that  are  critical  for  successful  Y2K  compliance:  (1)  financial  and
informational  system  applications,  (2)  telemarketing  and  distribution
applications  and  (3)  third-party  relationships.

     In  the  financial  and  information systems area, a number of applications
have  been  identified as not being compliant and by the end of this fiscal year
will  have  been  corrected  utilizing  internal resources with some third-party
consulting.  Final  work  is  also  being  completed  with its telemarketing and
distribution  applications.  Brylane  is  not  presently aware of any Y2K issues
with  any  of  its  third  party  providers  whose  services are critical to the
Company.

     The  estimated  and actual costs associated with this effort have not been,
and  are  not  expected to be, material to operations.  Brylane also anticipates
simulating a Y2K compliance test on a separate disaster recovery computer system
by  late  fiscal  1998.  Brylane  has  and  will continue to monitor all aspects
pertaining  to  Year  2000  compliance.

14
<PAGE>
<PAGE>

PART  II  -  OTHER  INFORMATION
-------------------------------


ITEM  6  -  Exhibits  and  Reports  on  Form  8-K
-------------------------------------------------


     (a)  Exhibits.

          27.1      Financial  Data  Schedule


     (b)  Reports  on  Form  8-K.

          None

15
<PAGE>
<PAGE>
                                    SIGNATURE

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrants  have  duly  caused  this report to be signed on their behalf by the
undersigned  thereunto  duly  authorized.



Dated  :  September  8,  1998 BRYLANE,  L.P.
                              BRYLANE  CAPITAL  CORP.




                              By:   /s/  Robert  A.  Pulciani
                                    -------------------------
                                    Robert  A.  Pulciani
                              Authorized  Representative  of  Brylane,  L.P.
                              and  Executive  Vice  President,  Chief  Financial
                              Officer  and  Secretary  of  Brylane,  L.P.  and
                              Brylane  Capital  Corp.

                              (On  behalf  of  the  Registrants  and  as  the
                              principal  financial  and  accounting  officer
                              of  each  of  the  Registrants)



16
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