REGISTRATION RIGHTS AGREEMENT



                             Dated as of May 6, 2003



                                     between



                            J. Crew Intermediate LLC



                                       and



      U.S. Bank National Association, as Trustee, on behalf of the Holders





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                                                                     Exhibit 4.5



          This Registration Rights Agreement (this "AGREEMENT") is made and

entered into as of May 6, 2003 between J. Crew Intermediate LLC (the "COMPANY"),

a Delaware limited liability company, and U.S. Bank National Association, as

Trustee under the Indenture ("U.S. BANK"), on behalf of the Holders, as defined

below.



          WHEREAS, the Company proposes to issues its 16.0% Senior Discount

Contingent Principal Notes due 2008 (the "NEW NOTES") as part of an exchange

offer (the "INITIAL EXCHANGE OFFER") for the outstanding 13 1/8% Senior Discount

Notes due 2008 issued by J. Crew Group, Inc. (the "EXISTING DEBENTURES"), as

described in the Confidential Offering Circular and Consent Solicitation

Statement, dated April 4, 2003, relating to the Initial Exchange Offer.



          NOW THEREFORE, the parties hereby agree as follows:



SECTION 1.       DEFINITIONS



          As used in this Agreement, the following capitalized terms shall have

the following meanings:



          ACT: The Securities Act of 1933, as amended, and the rules and

regulations of the Commission promulgated thereunder.



          ADDITIONAL INTEREST PAYMENT DATE: With respect to the New Notes, each

Interest Payment Date.



          AFFILIATE: As defined in Rule 405 of the Act.



          BUSINESS DAY: Any day except a Saturday, Sunday or other day in the

City of New York, or in the city of the corporate trust office of the Trustee,

on which banks are authorized to close.



          BROKER-DEALER: Any broker or dealer registered under the Exchange Act.



          BROKER-DEALER TRANSFER RESTRICTED SECURITIES: Exchange Notes that are

acquired by a Broker-Dealer in the Exchange Offer in exchange for New Notes that

such Broker-Dealer acquired for its own account as a result of market making

activities or other trading activities (other than New Notes acquired directly

from the Company or any of its Affiliates).



          COMMISSION: The Securities and Exchange Commission.



          CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for

purposes of this Agreement upon the occurrence of (a) the filing and

effectiveness under the Act of the Exchange Offer Registration Statement

relating to the Exchange Notes to be issued in the Exchange Offer, (b) the

maintenance of such Registration Statement continuously effective and the

keeping of the Exchange Offer open for a period not less than the minimum period

required pursuant to Section 3(b) hereof and (c) the delivery by the Company to

the Registrar under the Indenture of Exchange Notes in the same aggregate

principal amount as the aggregate principal amount of Transfer Restricted

Securities tendered by Holders thereof pursuant to the Exchange Offer.



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          DEALER MANAGER AGREEMENT: The dealer manager agreement dated as of

April 4, 2003, among the Company, J. Crew Group, Inc., J. Crew Operating Corp.

and Credit Suisse First Boston LLC, as the dealer manager, as such dealer

manager agreement is amended or supplemented from time to time in accordance

with the terms thereof.



          EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the

rules and regulations of the Commission promulgated thereunder.



          EXCHANGE NOTES: The Company's 16.0% Senior Discount Contingent

Principal Notes due 2008 to be issued pursuant to the Indenture (a) in the

Exchange Offer or (b) upon the request of any Holder of New Notes covered by a

Shelf Registration Statement, in exchange for such New Notes, and any

replacement Exchange Notes issued therefore in accordance with the Indenture.

The Exchange Notes shall be substantially identical in all material respects to

the New Notes (except that the transfer restrictions will be modified or

eliminated, as appropriate, and the Additional Interest provision will be

eliminated).



          EXCHANGE OFFER: The registration by the Company under the Act of the

New Notes pursuant to the Exchange Offer Registration Statement pursuant to

which the Company shall offer the Holders of all outstanding Transfer Restricted

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