UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~June 17~~ July 28, 2005

THE J. JILL GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-22480	04-2973769
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

4 Batterymarch Park, Quincy, MA		02169-7468
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 376-4300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~June 17~~July 28, 2005, The J. Jill Group, Inc. ~~(the~~issued ~~“Company”)~~a ~~entered~~press release ~~into~~reporting anits ~~amendment~~financial ofresults ~~the~~for ~~Fifth~~its ~~Amended and~~fiscal ~~Restated~~quarter ~~Loan~~ended ~~Agreement dated as of~~ June 29 25, ~~2001, as amended, between~~ ~~Citizens Bank of Massachusetts, individually and as agent, the other lenders named therein and the Company for the purpose of modifying the Company’s debt service coverage covenant~~2005. A copy of the ~~amendment~~press torelease ~~the~~is ~~loan~~attached ~~agreement~~ and is ~~attached~~being furnished as Exhibit 10 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

1099.1 ~~Sixth Amendment to Fifth Amended and Restated Loan Agreement~~ July 28, ~~dated June 17,~~ 2005, byPress and among the Company and Citizens Bank of Massachusetts, HSBC Bank USA, National Association, and TD Banknorth, N.A., formerly known as Banknorth, N.A. and Citizens Bank of Massachusetts as agent for the lendersRelease

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.

	~~THE J. JILL GROUP, INC.~~	THE J. JILL GROUP, INC.
Date: June 21, 2005	By:	/s/ Olga L. Conley
Date: July 28, 2005	By:	/s/ Olga L. Conley
		Olga L. Conley	~~Olga L. Conley~~
			Executive Vice President/
		Executive Vice President /
			Chief Administrative Officer and
		Chief Financial Officer and Chief
			Chief Financial Officer
		Administrative Officer
		(Principal Financial Officer)	~~(Principal Financial Officer)~~

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