SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549



                                   FORM 8-K

                                Current Report



                    PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934



      Date of Report (Date of earliest event reported):  January 4, 1999



                              J. CREW GROUP, INC.
            (Exact name of registrant as specified in its charter)


     New York                      333-42427             22-2894486 
 -------------------        ---------------------    ---------------
 (State or other               (Commission            (I.R.S. Employer
 jurisdiction of                File Number)          Identification No.)
  incorporation)



                    770 Broadway, New York, New York  10003
                   (Address of principal executive offices)
                                  (Zip code)

                                (212) 209-2500
             (Registrant's telephone number, including area code)

 
Item 5.  Other Events.
 
     Incorporated by reference herein is Registrant's Press Release dated
January 4, 1999, announcing a management change and preliminary financial
results.


Item 7.  Financial Statements and Exhibits.
 
      (c)  Exhibits.

           99.  Press Release dated January 4, 1999.


                                       2

 
                                  SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                       J. CREW GROUP, INC.



                                       By /s/ Barry Erdos
                                         ------------------------------
                                         Name:  Barry Erdos
                                         Title: Chief Operating Officer

Date:  January 5, 1999


                                       3

                                                                      Exhibit 99

                                    J. CREW

                                     Contact:    George Sard/Debbie Miller
                                                 Sard Verbinnen & Co
                                                 212/687-8080


                    J. CREW ANNOUNCES MANAGEMENT CHANGE AND
                         PRELIMINARY FINANCIAL RESULTS

                    --------------------------------------

        NEW YORK, JANUARY 4, 1999--J. Crew Group, Inc. announced today that 
Chief Executive Officer Howard Socol has left the company by mutual agreement.

        Emily Woods will continue as Chairman of the Board, with Dick Boyce, a 
member of the J. Crew Board of Directors, returning to serve as CEO on an 
interim basis. Boyce is President of CAF, Inc., an affiliate of Texas Pacific 
Group, J. Crew's controlling shareholder.

        The departure of Mr. Socol is due to differing perspectives on the
vision and approach for J. Crew's future, and is not related to the financial
performance of the Company.

        The company said it had a strong Christmas and expects to meet its 
operating cash flow objectives for the fiscal year -- driven by strength in 
retail with year-to-date comparable store sales up 9%, the turnaround in the 
mail order business, and a more than three-fold increase in Internet sales.

        For the 10-month period through November 30, 1998, J. Crew Group, Inc. 
EBITDA (earnings before interest, taxes, depreciation and amortization) was up 
37% and J. Crew Brand EBITDA more than doubled from the same period a year ago. 
The number of retail stores has increased from 51 to 65, and the company expects
to open at least 15 new stores this year.

        J. Crew Group, Inc. is a leading retailer of men's and women's apparel, 
shoes and accessories. J. Crew Group's businesses include J. Crew, Inc. and 
Clifford & Wills.

                                      ###