SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Crystal Richard P (Last) (First) (Middle) 450 W. 33RD ST. 5TH FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/06/2004	3. Issuer Name and Ticker or Trading Symbol New York & Company, Inc. [ NWY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO & President	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)(2)	509,796(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to purchase Common Stock	(4)	11/27/2012	Common Stock	1,183,921	$0.11	D
Option to purchase Common Stock	(5)	02/01/2014	Common Stock	157,856	$3.23	D
Option to purchase Common Stock	(6)	05/14/2014	Common Stock	504,529	$3.23	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership with respect to the Issuer's securities beneficially owned by the Lara Crystal 2004 Trust, the Jessica Crystal 2004 Trust, the Meredith Cohen 2004 Trust or the Ian Crystal 2004 Trust. The number of securities reported by the reporting person does not include the securities beneficially owned by these trusts.

2. Except as outlined above, the filing of this Form shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. Pursuant to the terms of the Underwriting Agreement between the reporting person, the Issuer and the Issuer's underwriters, the reporting person has agreed to sell 300,857 shares of Common Stock in the Issuer's offering and up to an additional 135,386 shares should the underwriters decide to exercise their over-allotment option.

4. The stock options representing the 1,183,921 shares of Common Stock are currently exercisable.

5. The stock options representing the 157,856 shares of Common Stock are currently exercisable.

6. The stock options representing the 504,529 shares of Common Stock are currently exercisable.

	Linda Gormezano, attorney in fact /s/ Linda Gormezano	10/06/2004
	** Signature of Reporting Person	Date
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 5 (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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