12,500,000 Shares of Common Stock

                                AEROPOSTALE, INC.

                             UNDERWRITING AGREEMENT



                                                                 _________, 2002









BEAR, STEARNS & CO. INC.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

 as Representatives of the

several Underwriters named in

Schedule I attached hereto

c/o Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, New York  10179



Ladies and Gentlemen:



            Aeropostale, Inc., a corporation organized and existing under the

laws of Delaware (the "Company"), proposes, subject to the terms and conditions

stated herein, to issue and sell to the several underwriters named in Schedule I

hereto (the "Underwriters") an aggregate of 1,875,000 shares (the "Company

Shares") and the persons and entities listed on Schedule II hereto (the "Selling

Stockholders") propose, subject to the terms and conditions stated herein, to

issue and sell to the Underwriters an aggregate of 10,625,000 shares (the

"Selling Stockholder Shares" and, together with the Company Shares, the "Firm

Shares") of the Company's common stock, par value $0.01 per share (the "Common

Stock"), and for the sole purpose of covering over-allotments in connection with

the sale of the Firm Shares, at the option of the Underwriters, the Selling

Stockholders propose to sell up to an additional 1,875,000 shares (the

"Additional Shares") of Common Stock. The Firm Shares and any Additional Shares

purchased by the Underwriters are referred to herein as the "Shares." The Shares

are more fully described in the Registration Statement referred to below.



            The Company, the Selling Stockholders and the Underwriters agree

that five percent (5%) of the Firm Shares to be purchased by the Underwriters

(the "Directed Shares") shall be reserved for sale by the Underwriters to

[directors, officers,] eligible employees and associates of the Company, as part

of the distribution of the Shares by the Underwriters, subject to the terms of

this Agreement, the applicable rules, regulations and interpretations of the

National Association of Securities Dealers, Inc. (the "NASD") and all other

applicable laws, rules and regulations. To the extent that such Directed Shares

are not orally confirmed for purchase by such persons by the end of the first

day after the

<PAGE>

date of this Agreement, such Directed Shares will be offered to the public as

part of the offering contemplated hereby. Under no circumstances will either of

the Representatives or any other Underwriter be liable to the Company or to any

of the purchasers of the Directed Shares for any action taken or omitted to be

taken other than any such action or inaction resulting from the bad faith or

willful misconduct or gross negligence of any Underwriter in connection with the

transactions effected with regard to any of the purchasers of the Directed

Shares.



            1. Representations and Warranties of the Company. The Company

represents and warrants to, and agrees with each of the Underwriters as of the

date hereof and the Closing Date that:



                  (a) The Company has filed with the Securities and Exchange

Commission (the "Commission") a registration statement on Form S-1 (No.

333-84056), and amendments thereto, and related preliminary prospectuses for the

registration under the Securities Act of 1933, as amended (the "Securities

Act"), of the Shares, which registration statement, as so amended (including

post-effective amendments), has been declared effective by the Commission and

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