Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BAYNE LISA T
  2. Issuer Name and Ticker or Trading Symbol
J JILL GROUP INC [JILL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP/CMO
(Last)
(First)
(Middle)
THE J. JILL GROUP, INC., 4 BATTERYMARCH PARK
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2005
(Street)

QUINCY, MA 02169
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Statutory Stock Option (right to buy) $ 13.13 11/09/2005   A   8,000   11/09/2005(1)(2) 11/09/2015 Commom Stock 8,000 $ 0 8,000 D  
Incentive Stock Option (right to buy) $ 13.13 11/09/2005   A   22,000   11/09/2005(1)(2) 11/09/2015 Common Stock 22,000 $ 0 22,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BAYNE LISA T
THE J. JILL GROUP, INC.
4 BATTERYMARCH PARK
QUINCY, MA 02169
      EVP/CMO  

Signatures

 /s/ Olga L. Conley, signed as Attorney-in-Fact under "Power of Attorney and Confirming Statement" on file with the Commission.   11/11/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Date indicated is date of grant. Option vests as follows: (a) one-third on November 9, 2006; (b) one-third on November 9, 2007; (c) one-third on November 9, 2008.
(2) Option vests in full upon death of holder while employed by the Company. Option is subject to accelerated vesting in event that a "Qualified Sale" occurs and immediately prior to such Qualified Sale holder is an employee of the Company. Immediately prior to such Qualified Sale the option shall become exercisable as to an additional one-third of the shares subject to the option. "Qualified Sale" means closing of a sale of all or substantially all of the assets or issued and outstanding capital stock of the Company, or the closing of a merger or consolidation involving the Company in which stockholders of the Company immediately before such merger or consolidation do not own immediately after such merger or consolidation capital stock or other equity interest of surviving corporation or entity representing more than fifty percent in voting power of capital stock or other equity interest of such surviving corporation or entity outstanding immediately after such merger or consolidation.

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