Sec Form 4 Filing - TRUDEL LINDA L @ J JILL GROUP INC - 2006-05-03

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 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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1. Name and Address of Reporting Person TRUDEL LINDA L 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) SVP/Controller and Treasurer (Last) (First) (Middle) THE J. JILL GROUP, INC., 4 BATTERYMARCH PARK 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2006 (Street) QUINCY, MA02169 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 05/03/2006 D( 1 ) 2,774 D $ 24.05 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Incentive Stock Option (right to buy) $ 2.917 05/03/2006 D( 2 ) 4,500 12/10/1999( 3 ) 05/03/2006 Common Stock 4,500 $ 21.133 0 D Incentive Stock Option (right to buy) $ 7.15 05/03/2006 D( 2 ) 450 09/25/2001( 3 ) 05/03/2006 Common Stock 450 $ 16.9 0 D Incentive Stock Option (right to buy) $ 7.15 05/03/2006 D( 2 ) 550 09/25/2001( 3 ) 05/03/2006 Common Stock 550 $ 16.9 0 D Incentive Stock Option (right to buy) $ 14.227 05/03/2006 D( 2 ) 9,500 02/04/2002( 3 ) 05/03/2006 Common Stock 9,500 $ 9.823 0 D Incentive Stock Option (right to buy) $ 16.68 05/03/2006 D( 2 ) 3,000 06/06/2003( 3 ) 05/03/2006 Common Stock 3,000 $ 7.37 0 D Non-Statutory Stock Option (right to buy) $ 16.68 05/03/2006 D( 2 ) 2,000 06/06/2003( 3 ) 05/03/2006 Common Stock 2,000 $ 7.37 0 D Incentive Stock Option (right to buy) $ 15.51 05/03/2006 D( 2 ) 2,000 02/25/2004( 3 ) 05/03/2006 Common Stock 2,000 $ 8.54 0 D Non-Statutory Stock Option (right to buy) $ 15.51 05/03/2006 D( 2 ) 3,000 02/25/2004( 3 ) 05/03/2006 Common Stock 3,000 $ 8.54 0 D Non-Statutory Stock Option (right to buy) $ 16.99 05/03/2006 D( 2 ) 15,000 12/10/2004( 3 ) 05/03/2006 Common Stock 15,000 $ 7.06 0 D Non-Statutory Stock Option (right to buy) $ 14.73 05/03/2006 D( 2 ) 5,000 06/20/2005( 3 ) 05/03/2006 Common Stock 5,000 $ 9.32 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TRUDEL LINDA L THE J. JILL GROUP, INC. 4 BATTERYMARCH PARK QUINCY, MA02169 SVP/Controller and Treasurer Signatures /s/ Olga L. Conley, Signed as Attorney-in-Fact under "Power of Attorney and Confirming Statement" on file with the Commission. 05/05/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the merger with The Talbots, Inc. ( 2 )Options outstanding under the Company's stock plans, whether or not exercisable or vested, were canceled as of the effective time of the merger with The Talbots, Inc. (May 3, 2006) and holders of options are to receive a cash payment (less required tax withholdings) equal to the excess, if any, of $24.05 over the exercise price of each such option, multiplied by the number of shares of Company Common Stock covered by each such option. The amount shown in column 8 does not reflect any tax withholdings. ( 3 )Date indicated is date of grant. See Note (2) above.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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