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 MAY 2, 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. . . . . .  (I.R.S. 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. . . . . .  (I.R.S. 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.

                                            

<PAGE>
BRYLANE, L.P.
BRYLANE CAPITAL CORP.
FORM 10-Q

For the Quarterly Period Ended
May 2, 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
                May 2, 1998 (unaudited) and January 31, 1998 . . . . . . . . .       4

          c) Consolidated Statements of Income (unaudited)
                Thirteen weeks ended May 2, 1998 and May 3, 1997 . . . . . . .       5

          d) Consolidated Statements of Cash Flows (unaudited)
                Thirteen weeks ended May 2, 1998 and May 3, 1997 . . . . . . .       6

          e) Consolidated Statements of Partnership Equity
               February 1, 1997, January 31, 1998 and thirteen weeks ended
               May 2, 1998 (unaudited) . . . . . . . . . . . . . . . . . . . .       7

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

     Item 2 - Management's Discussion and Analysis of Financial Condition and
          Results of Operations. . . . . . . . . . . . . . . . . . . . . . . .  9 - 12

Part II - Other Information

     Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . .      13

Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      14


</TABLE>
                                            Page 2

<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 May 2, 1998, the related consolidated statement of income and cash flows
for  the thirteen weeks ended May 2, 1998 and May 3, 1997 and the consolidated
statements  of  partnership  equity  for the thirteen weeks ended May 2, 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/ Coopers & Lybrand L.L.P.

Indianapolis, Indiana
May 20, 1998


                                            Page 3

<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements

<TABLE>

<CAPTION>

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


<S>                                                       <C>           <C>

                                                          May 2,        January 31,
                                                            1998               1998 
ASSETS                                                    (Unaudited)
CURRENT ASSETS:
  Cash and cash equivalents. . . . . . . . . . . . . . .  $     9,085   $      5,081 
  Deferred receivables (net of allowance for doubtful
    accounts of $1,004 and $1,474, respectively) . . . .       20,611          8,194 
  Accounts receivable, other . . . . . . . . . . . . . .        7,477          7,851 
  Inventories. . . . . . . . . . . . . . . . . . . . . .      214,161        219,553 
  Catalog costs and paper inventory. . . . . . . . . . .       51,075         51,982 
  Other. . . . . . . . . . . . . . . . . . . . . . . . .        6,062          6,426 

      TOTAL CURRENT ASSETS . . . . . . . . . . . . . . .      308,471        299,087 

Property and equipment, net. . . . . . . . . . . . . . .       78,601         77,095 

Intangibles, organization and deferred financing fees. .      330,269        333,319 

Deferred tax asset . . . . . . . . . . . . . . . . . . .        1,039          1,039 

      TOTAL ASSETS . . . . . . . . . . . . . . . . . . .  $   718,380   $    710,540 


LIABILITIES AND EQUITY
CURRENT LIABILITIES:
  Accounts payable . . . . . . . . . . . . . . . . . . .  $   133,274   $    139,480 
  Accrued expenses . . . . . . . . . . . . . . . . . . .       34,082         38,704 
  Reserve for returns. . . . . . . . . . . . . . . . . .       21,593         17,844 
  Revolving line of credit - current portion . . . . . .       10,000         19,000 
  Current portion of long-term debt. . . . . . . . . . .       12,500         10,000 

      TOTAL CURRENT LIABILITIES. . . . . . . . . . . . .      211,449        225,028 

Long-term debt . . . . . . . . . . . . . . . . . . . . .      314,483        329,753 
Other long-term liabilities. . . . . . . . . . . . . . .        9,940          9,010 

      TOTAL LIABILITIES. . . . . . . . . . . . . . . . .      535,872        563,791 

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

Partnership equity:
  General partner, 2,562,500 units . . . . . . . . . . .       25,625         25,625 
  Limited partners, 17,642,717 units at May 2, 1998 and
    17,268,353 units at January 31, 1998 . . . . . . . .       89,020        101,756 
  Note receivable from parent. . . . . . . . . . . . . .      (82,207)      (113,439)
  Retained earnings. . . . . . . . . . . . . . . . . . .      148,700        131,437 
        Total partnership equity . . . . . . . . . . . .      181,138        145,379 

      TOTAL LIABILITIES AND EQUITY . . . . . . . . . . .  $   718,380   $    710,540 

<FN>

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



                                            Page 4

<PAGE>
<TABLE>

<CAPTION>

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



<S>                                    <C>                    <C>

                                       Thirteen Weeks Ended   

                                                      May 2,                 May 3,
                                                        1998                   1997

Net sales . . . . . . . . . . . . . .  $             347,604  $             328,801

  Cost of goods sold. . . . . . . . .                176,417                169,047

Gross margin. . . . . . . . . . . . .                171,187                159,754

Operating expenses:
  Catalog and advertising . . . . . .                 85,994                 83,339
  Fulfillment . . . . . . . . . . . .                 30,166                 28,070
  Support services. . . . . . . . . .                 24,351                 22,010
  Intangibles and organization cost
    amortization. . . . . . . . . . .                  2,824                  2,732
  Total operating expenses. . . . . .                143,335                136,151

Operating income. . . . . . . . . . .                 27,852                 23,603

Interest expense:
  Interest expense. . . . . . . . . .                  7,770                  7,528
  Less: Interest income on note
    receivable from parent. . . . . .                  1,709                     --
Interest expense,net. . . . . . . . .                  6,061                  7,528

Income before income taxes
  and extraordinary charge. . . . . .                 21,791                 16,075

Provision for income taxes. . . . . .                     --                     28

Income before extraordinary charge. .                 21,791                 16,047

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

Net income. . . . . . . . . . . . . .  $              21,791  $               9,523



<FN>

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

</TABLE>



                                            Page 5

<PAGE>
<TABLE>

<CAPTION>

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


<S>                                     <C>                     <C>

                                        Thirteen Weeks Ended    

                                                       May 2,                  May 3,
                                                         1998                    1997 

OPERATING ACTIVITIES:
  Net income . . . . . . . . . . . . .  $              21,791   $               9,523 
  Impact of other operating activities
    on cash flows:
    Depreciation . . . . . . . . . . .                  2,819                   2,526 
    Amortization . . . . . . . . . . .                  3,074                   3,176 
    Non-recurring inventory charge . .                     --                   2,486 
    Extraordinary charge related to
      early retirement of debt . . . .                     --                   6,524 
    Non-cash compensation expense. . .                     --                     175 
    Loss on sale of asset. . . . . . .                     12                      -- 
    Changes in operating assets and
      liabilities:
      Accounts receivable. . . . . . .                (12,043)                  5,749 
      Inventories. . . . . . . . . . .                  5,392                   9,557 
      Catalog costs and paper
        inventory. . . . . . . . . . .                    907                   5,784 
      Accounts payable . . . . . . . .                 (6,206)                 13,070 
      Accrued expenses . . . . . . . .                 (4,626)                 (4,911)
      Reserve for returns. . . . . . .                  3,749                   5,057 
      Other assets and liabilities . .                    280                     610 

Net cash provided by operating
  activities . . . . . . . . . . . . .                 15,149                  59,326 

INVESTING ACTIVITIES:
  Capital expenditures . . . . . . . .                 (5,188)                 (4,047)
  Proceeds from sale of asset. . . . .                     10                      -- 

Net cash used in investing activities.                 (5,178)                 (4,047)

FINANCING ACTIVITIES:
  Payments on 1996 and 1997 Bank
    Credit Facilities. . . . . . . . .                (11,500)               (293,000)
  Proceeds from issuance of 1997 Bank
    Credit Facility. . . . . . . . . .                     --                 181,663 
  Proceeds from initial public
    offering of Brylane Inc. . . . . .                     --                  96,000 
  Offering fees and expenses related
    to Brylane Inc . . . . . . . . . .                     --                  (8,046)
  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. . . . . .                 (4,528)                     -- 

Net cash used in financing activities.                 (5,967)                (23,586)

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

Cash and cash equivalents, at end of
  period . . . . . . . . . . . . . . .  $               9,085   $              34,978 

<FN>

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



                                            Page 6

<PAGE>
<TABLE>

<CAPTION>

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


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



                                                                                                         
                                                                                                         
                                                                                                         
                                                  General Partner           Limited Partners             
                                                  Units            Amount   Units             Amount     

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

Balance, January 31, 1998. . . . . . . . . . . .        2,562,500   25,625        17,268,353   101,756   

   Net income. . . . . . . . . . . . . . . . . .                -        -                 -         -   
   Distributions to partners . . . . . . . . . .                -        -                 -         -   
   Exercise of stock options of Brylane Inc. . .                -        -                 -   (24,016)  
   Interest on note receivable . . . . . . . . .                -        -                 -         -   
   Franchise tax . . . . . . . . . . . . . . . .                -        -                 -         -   
   Conversion of convertible note. . . . . . . .                -        -           374,364    10,295   
   Repayment of management notes . . . . . . . .                -        -                 -       985   

Balance, May 2, 1998 (unaudited) . . . . . . . .        2,562,500  $25,625        17,642,717  $ 89,020   





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




                                                  Note
                                                  Receivable   
                                                  from          Retained
                                                  Parent        Earnings    Total

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

Balance, January 31, 1998. . . . . . . . . . . .   $(113,439)     131,437     145,379 

   Net income. . . . . . . . . . . . . . . . . .           -       21,791      21,791 
   Distributions to partners . . . . . . . . . .           -       (4,528)     (4,528)
   Exercise of stock options of Brylane Inc. . .      33,092            -       9,076 
   Interest on note receivable . . . . . . . . .      (1,709)           -      (1,709)
   Franchise tax . . . . . . . . . . . . . . . .        (151)           -        (151)
   Conversion of convertible note. . . . . . . .           -            -      10,295 
   Repayment of management notes . . . . . . . .           -            -         985 

Balance, May 2, 1998 (unaudited) . . . . . . . .    $(82,207)   $ 148,700   $ 181,138 



<FN>

The accompanying notes are an integral part of the unaudited consolidated financial statements.
</TABLE>
                                            Page 7

<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  FINANCIAL  STATEMENT  PRESENTATION:

    The  consolidated  financial  statements  at May 2, 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") pursuant to which PPR's ability to acquire additional
common  stock  and  to  take  other  actions  is  limited.

(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  anticipates  an assessment will be issued.  Based on discussions with the
IDR,  the  Company  currently  projects  that the assessment, adjusted for the
federal  tax  benefit,  will  aggregate  approximately  $2.3 million including
interest.    The  Company  intends  to vigorously contest this assessment, and
believes  it  has  made  adequate  provision such that final settlement of its
Indiana  tax  liability  for  the  years  under audit will not have a material
adverse  effect  on  its  consolidated  financial  statements.

(5)    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.

                                            Page 8

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

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>
                                                Thirteen Weeks Ended
                                                        (In thousands)
                                                           (Unaudited)

                                                             May 2, 1998            May 3, 1997
Net sales. . . . . . . . . . . . . . . . . . .  $              347,604   100.0%  $    328,801  100.0%
Gross margin . . . . . . . . . . . . . . . . .                 171,187    49.2        159,754   48.6 
Operating expenses:
   Catalog and advertising . . . . . . . . . .                  85,994    24.7         83,339   25.3 
   Fulfillment . . . . . . . . . . . . . . . .                  30,166     8.7         28,070    8.6 
   Support services. . . . . . . . . . . . . .                  24,351     7.0         22,010    6.7 
   Amortization of acquisitions
      Intangibles and organization costs . . .                   2,824     0.8          2,732    0.8 
Operating income . . . . . . . . . . . . . . .                  27,852     8.0         23,603    7.2 
   Add back:
       Non-recurring inventory charge (1). . .                      --      --          2,486    0.7 
       Compensation expense (2) . . .                               --      --            175    0.1 
       Operating adjustments (3)                                 1,610     0.5             --     -- 
Operating income before acquisitions
   related and non-recurring adjustments . . .  $               29,462     8.5%  $     26,264    8.0%
<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 $0.7 million in merchandise loss due to the discontinuance of the Sue Brett catalog
concept, $0.5 million in expenses associated with the canceled common stock registration and $0.4
million related to the relocation costs for the KingSize business from Hingham, Massachusetts to New
York.
</TABLE>
                                            Page 9

<PAGE>

                                   
THIRTEEN WEEKS ENDED MAY 2, 1998 COMPARED TO THIRTEEN WEEKS ENDED MAY 3, 1997

    NET  SALES:

    Net  sales  increased  5.7%  for  the  thirteen weeks ended May 2, 1998 to
$347.6  million  from  $328.8 million in the comparable period of fiscal 1997.
The  increase  in  net sales is primarily due to a 3.4% and a 3.3% increase in
circulation  and  average  order  size,  respectively.

      GROSS  MARGIN:

    Gross  margin for the thirteen weeks ended May 2, 1998 increased to $171.2
million  (49.2% of net sales) from $159.8 million (48.6% of net sales) for the
same  period  of fiscal 1997.  Excluding the charge for merchandise losses due
to  the  discontinuance  of the Sue Brett catalog, this quarter's gross margin
was  $171.9  million (49.4% of net sales) compared to $162.2 million (49.3% of
net  sales)  for  the  comparable period excluding the non-recurring inventory
charge of $2.5 million (0.7% of net sales) related to the step-up in the value
of  inventory  in connection with the Chadwick's acquisition.  The increase in
the  gross margin as a percent of net sales is due primarily to higher initial
mark-ups  created  by  favorable  merchandise  sourcing.

    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  May 2, 1998, catalog and advertising expense increased to $86.0 million
(24.7%  of  net  sales)  from  $83.3 million (25.3% of net sales) for the same
period  of  fiscal  1997.  The  decrease  on  a percent of net sales basis was
primarily  due  to  a  better in stock position that improved the net sales to
gross  demand  conversion  resulting in a 2% improvement in book productivity.

    FULFILLMENT  EXPENSE:

    Fulfillment  expense  includes  distribution center, telemarketing, credit
services  and  customer  service expenses, partially offset by net merchandise
postage  revenue.  Fulfillment expense as reported in the thirteen weeks ended
May  2, 1998 increased to $30.2 million (8.7% of net sales) from $28.1 million
(8.6%  of  net  sales)  for  the  same  period  in  fiscal  1997.

    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 May 2, 1998
increased to $24.4 million (7.0% of net sales) from $22.0 million (6.7% of net
sales)  for  the  same period in fiscal 1997. The increase on a percent of net
sales  basis  was  primarily due to the $0.4 million related to the relocation
cost  for  the  KingSize  business  from  Massachusetts to New York  and  $0.5
million  for  expenses  associated  with a canceled common stock registration.

     AMORTIZATION  EXPENSE:

    The  increase  in  the  amortization expense for the quarter ending May 2,
1998  as  compared to the prior year's period 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.

                                            Page 10

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    OPERATING  INCOME:

    Operating income before acquisitions-related and non-recurring adjustments
in  the  thirteen  weeks ended May 2, 1998 increased to $29.5 million (8.5% of
net  sales)  from  $26.3  million  (8.0%  of net sales) for the same period of
fiscal  1997.  Operating income improved by $3.2 million due to an increase in
net  sales  and a decrease in catalog and advertising expenses as a percent of
net  sales.

    INTEREST:

    Interest  expense,  net, in the thirteen weeks ended May 2, 1998 decreased
to  $6.1  million  compared to $7.5 million for the comparable period in 1997.
Excluding  interest  income  of  $1.7 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 decreased
by  $0.7  million  which  was  due  to both lower average outstanding debt and
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.

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.

    Cash  flow  provided  by  operating  activities  was $15.1 million for the
thirteen  weeks  ended  May 2, 1998, from $59.3 million for the thirteen weeks
ended  May  3,  1997.    This decrease was primarily due to an increase in net
working  capital  due  to  a  reduction  in  accounts  payable, an increase in
deferred  accounts  receivable  and  a smaller decrease in all inventories and
catalog  costs  as  compared to the prior year. During the quarter the Company
paid  $11.5  million  in  debt payments and received $9.1 million in cash from
employees  exercising  stock  options  as  discussed  below.

    Investing  activities  resulted  in  net  cash used of $5.2 million in the
thirteen  weeks  ended May 2, 1998 compared to $4.0 million in the same period
in  fiscal  1997.    The  Company's  capital expenditures for the remainder of
fiscal  1998  are  estimated  to  be  $7.8 million.  Brylane plans to fund its
capital  expenditures  for  fiscal  1998 using cash generated from operations.

    Financing  activities for the thirteen weeks ended May 2, 1998 resulted in
a  net  use  of  cash of $6.0 million compared with $23.6 million in the prior
year.    The Company received proceeds of $9.1 million related to the exercise
of  stock  options,  $1.0  million  from  management  notes  related  to stock
subscriptions  and  made  distributions  to  partners  of  $4.5 million in the
thirteen  weeks  ended  May  2, 1998.  The Company made a scheduled payment of
$2.5  million on the Term Loan and a payment of $9.5 million on the short-term
revolver.    The  Revolving  Credit Facility can be used for general corporate
purposes,  including  working  capital  needs, letters of credit and permitted
acquisitions.    As  of  May 2, 1998, Brylane had $212.5 million in borrowings
under  the  Revolving Credit Facility and, after giving effect to the issuance
of  letters  of  credit  for  $47.7  million  which the Company intends to pay
through  funds  generated  from  operations, had additional capacity under the
Revolving  Credit  Facility  of  approximately  $112.3  million.

    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,  debt service on its
indebtedness  (including  scheduled  prepayments  under  the Amended 1997 Bank
Credit Facility), and planned capital expenditures for the foreseeable future.
In  addition,  the  Company will have  availability under the Revolving Credit
Facility  to  finance  capital  needs.

                                            Page 11

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    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 Brylane Inc. by PPR, risks associated
with acquisitions 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.


                                            Page 12

<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.

        On  April  28, 1998, Brylane, L.P. filed a Form 8-K in connection with
"Item  4 - Control of the Company," whereby Pinault-Printemps-Redoute acquired
43.7%  of  the outstanding common stock which was held by certain stockholders
of  Brylane  Inc.,  the  parent  company  of  Brylane,  L.P.

                                            Page 13

<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 : June 11, 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)


                                            Page 14

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