UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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): September 914, 2004

Commission	Registrant, State of Incorporation	I.R.S. Employer
Commission File Number		Registrant, State of Incorporation Address and Telephone Number	I.R.S. Employer Identification No.
File Number	Address and Telephone Number	Identification No.
333-42427		J. CREW GROUP, INC. (Incorporated in New York) 770 Broadway New York, New York 10003 Telephone: (212) 209-2500	22-2894486
333-42427	J. CREW GROUP, INC. (Incorporated in New York) 770 Broadway New York, New York 10003 Telephone: (212) 209-2500	22-2894486
333-107211		J. CREW INTERMEDIATE LLC (Formed in Delaware) 770 Broadway New York, New York 10003 Telephone: (212) 209-2500	N/A
333-107211	J. CREW INTERMEDIATE LLC (Formed in Delaware) 770 Broadway New York, New York 10003 Telephone: (212) 209-2500	N/A
333-42423		J. CREW OPERATING CORP. (Incorporated in Delaware) 770 Broadway New York, New York 10003 Telephone: (212) 209-2500	22-3540930
333-42423	J. CREW OPERATING CORP. (Incorporated in Delaware) 770 Broadway New York, New York 10003 Telephone: (212) 209-2500	22-3540930

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 47.0201 Regulation FD Disclosure. On September 14, 2004, J.Crew Group, Inc. issued a press release announcing the Company’s second quarter financial results for the period ended July 31, 2004. The Company is furnishing a copy of the press release herewith as Exhibit 99.1.

OnThe ~~September 9, 2004, J.Crew Group, Inc. concluded that its previously~~information ~~reported~~furnished ~~financial~~pursuant ~~statements~~to ~~for~~this ~~the~~Item ~~fiscal year ended January 31~~7.01, ~~2004~~including ~~and for~~Exhibit ~~the first quarter ended May~~ 99.1, ~~2004~~shall ~~will~~not be deemed ~~restated. The Company plans~~ to ~~amend~~be ~~its~~“filed” ~~Annual Report on Form 10-K and Quarterly Report on Form 10-Q~~ for ~~these~~purposes ~~periods~~of asSection ~~soon~~18 ~~as practicable~~of ~~to reflect~~ the ~~write-off~~Securities ofExchange ~~certain prepaid sample costs incurred during~~Act ~~these~~of ~~periods~~1934, ~~which~~as ~~had~~amended ~~been~~(“Exchange ~~capitalized~~Act”), asor aotherwise ~~prepaid~~subject ~~asset~~to on the ~~balance~~liabilities ~~sheet~~of ~~and~~that ~~charged~~section, tonor ~~expense~~shall insuch ~~the~~information ~~period~~be ~~that~~deemed ~~the~~incorporated ~~inventories~~by ~~associated with~~reference ~~the~~into ~~samples~~any ~~were~~filing ~~sold. Such~~under ~~costs~~the ~~should have~~Securities ~~been~~Act ~~expensed~~of 1933, as ~~incurred.~~amended, ~~This~~or ~~matter was considered by~~ the ~~Company’s~~Exchange ~~management~~Act, ~~and~~except ~~audit~~as ~~committee~~expressly ~~and~~stated ~~discussed~~by ~~with~~specific ~~the~~reference ~~Company’s~~in ~~independent registered~~such ~~public accounting firm, KPMG LLP~~filing.

~~The~~Item effect of the restatement on the financial statements of J.Crew Group, Inc. (“Group”), J.Crew Intermediate LLC (“Intermediate”) and J.Crew Operating Corp. (“Operating”) is a reduction of prepaid expenses and other current assets and an increase in cost of goods sold, and will result in increases to net loss of $2.9 ~~million and $0~~.501 ~~million~~Financial ~~for~~Statements ~~the fiscal year ended January 31, 2004~~ and ~~the first quarter ended May 1, 2004, respectively~~Exhibits. ~~The following table presents the effects for each registrant:~~

~~Summary~~(c) Exhibit No. ~~Effects~~99.1 - Press release issued by J.Crew Group, Inc. on ~~Net Income~~September ~~(Loss)~~14, 2004.

	Group						Intermediate						Operating
	As			As			As			As			As			As
Period Ended	Reported			Adjusted			Reported			Adjusted			Reported			Adjusted
13 weeks ended:
May 3, 2003	$	(19.6	)	$	(20.3	)	$	(14.9	)	$	(15.6	)	$	(14.9	)	$	(15.6	)
Aug 2, 2003	15.2			15.0			24.1			23.9			(17.8		)	(18.0		)
Nov 1, 2003	(23.6		)	(24.5		)	(11.9		)	(12.8		)	(8.3		)	(9.2		)
Jan 31, 2004	(19.3		)	(20.4		)	(1.4		)	(2.5		)	1.9			0.8
Year ended Jan 31, 2004	(47.3		)	(50.2		)	(4.1		)	(7.0		)	(39.1		)	(42.0		)
13 weeks ended May 1, 2004	(23.3		)	(23.8		)	(10.6		)	(11.1		)	(2.3		)	(2.8		)

~~The Company is furnishing the above information pursuant to Item 4.02(a) (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review) of Form 8-K.~~SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

	J. CREW GROUP, INC.
	J. CREW OPERATING CORP.
	J. CREW INTERMEDIATE LLC


	By	/s/ Amanda J. Bokman
		Name: Amanda J. Bokman
		Title: Chief Financial Officer

Date: September 14, 2004

~~Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~3

J.EXHIBIT ~~CREW GROUP, INC. J. CREW OPERATING CORP. J. CREW INTERMEDIATE LLC By /s/ Amanda J. Bokman Name: Amanda J. Bokman Title: Chief Financial Officer~~INDEX

Date: September 10, 2004

Exhibit No.		Description

99.1		Press release issued by J.Crew Group, Inc. on September 14, 2004.

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