UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~report OF(Date ~~1934~~of earliest event reported): December 30, 2005

Date of report (Date of earliest event reported): 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 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On December ~~July 28~~30, 2005, The J. Jill Group, Inc. ~~issued~~(the a“Company”) ~~press~~entered into an ~~release~~amendment ~~reporting~~of ~~its~~the ~~financial~~Fifth ~~results~~Amended and Restated Loan Agreement dated as of June 29, 2001, as amended, between Citizens Bank of Massachusetts, individually and as agent, the other lenders named therein and the Company for ~~its~~the ~~fiscal~~purpose ~~quarter~~of, among ~~ended~~other things, increasing the aggregate commitment to $70,000,000, extending the termination date to June 25 1, 2007, modifying certain covenants of ~~2005~~the Company and adding an event of default relating to a change of control of the Company. AIn ~~copy~~connection therewith, the Company also executed amended and restated revolving notes relating to the loan agreement. Copies of the ~~press~~amendment to ~~release~~the isloan ~~attached~~agreement and isthe ~~being~~promissory ~~furnished~~notes are attached as ~~Exhibit 99~~Exhibits 10.1 through 10.4 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

9910.1 ~~July 28,~~ Seventh Amendment to Fifth Amended and Restated Loan Agreement, dated December 30, 2005, ~~Press~~by ~~Release~~and among the Company and Citizens Bank of Massachusetts, HSBC Bank USA, National Association, and TD Banknorth, N.A. (collectively, the “Lenders”), and Citizens Bank of Massachusetts as agent for the Lenders

10.2 Amended and Restated Revolving Note, dated December 30, 2005, between the Company and Citizens Bank of Massachusetts

10.3 Amended and Restated Revolving Note, dated December 30, 2005, between the Company and HSBC Bank USA, National Association

10.4 Amended and Restated Revolving Note, dated December 30, 2005, between the Company and TD Banknorth, N.A.

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: July 28, 2005	By:	/s/ Olga L. Conley
Date: January 4, 2006	By:	/s/ Olga L. Conley
		Olga L. Conley
		Executive Vice President /
		Chief Financial Officer and Chief
		Chief Administrative Officer and
		Administrative Officer
		Chief Financial Officer
		(Principal Financial Officer)

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