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):  March 3, 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 March
3, 1999, announcing the phase out of Registrant's Clifford & Wills operations
over a period of two years.


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

            99.  Press Release dated March 3, 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/  Richard W. Boyce
                                           -----------------------------
                                          Name:  Richard W. Boyce
                                          Title: Chief Executive Officer

Date:  March 3, 1999

                                       3

                                                                      EXHIBIT 99
 
FOR IMMEDIATE RELEASE
- ---------------------


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


             J. CREW ANNOUNCES PLANS TO PHASE OUT CLIFFORD & WILLS

                _______________________________________________
                                        
   NEW YORK, March 3, 1999 - J. Crew Group, Inc. announced today that it plans
to phase out its Clifford & Wills operations over a two-year period. Clifford &
Wills sells its CW brand women's fashion apparel and accessories through a
national mail-order catalog and seven factory-outlet stores.

   "This decision is consistent with our efforts to continue to focus the
company's management and financial resources on growing the J. Crew brand," said
Emily Woods, co-founder and chairman of J. Crew.  "Clifford & Wills' employees
have done an outstanding job and we appreciate their dedication.  We hope to
find jobs for many of these employees at J. Crew and through the C&W
transition."

   Clifford & Wills had annual revenues of $74 million for the year ended
January 30, 1999.

   J. Crew Group, Inc. is a leading retailer of men's and women's apparel, shoes
and accessories.

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