Exhibit 99.2

                               AMENDMENT No. 2 to
                           REVOLVING CREDIT AGREEMENT

          Amendment No. 2, dated as of April 17, 2005 (the "Amendment"), to the
Revolving Credit Agreement dated as of April 17, 2003, as amended, supplemented,
restated or otherwise modified prior to the date hereof (the "Agreement"),
between THE TALBOTS, INC. (the "Borrower") and MIZUHO CORPORATE BANK, LTD. (the
"Lender").

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS, the Borrower has requested, and the Lender is willing, to
amend the Agreement as set forth below.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1)   Defined Terms. Unless otherwise defined, all capitalized terms used
          herein shall have the meanings provided in the Agreement.

     2)   Amendments. As of the Effective Date (as hereafter defined) the
          Agreement shall be amended as follows:

          (a) The date "April 17, 2006" set forth in the definition of the term
          "Maturity Date" shall be replaced with the date "April 17, 2007".

          (b) The date "April 17, 2006" set forth in the definition of the term
          "Revolving Credit Termination Date" shall be replaced with the date
          "April 17, 2007".

     3)   Representations and Warranties; No Default, etc. (a) The Borrower
hereby (i) reaffirms the representations and warranties made by it in the
Agreement on and as of the date hereof except that the amendments set forth
herein shall be assumed to be in effect and all references in the
representations and warranties of the Agreement to this "Agreement" or words of
like import intended to refer to the Agreement shall be read, for the purposes
hereof, to refer to both this Amendment and the Agreement as amended hereby,
(ii) represents and warrants to the Lender that no Default or Event of Default
has occurred and is continuing and (iii) agrees that all references in the
Agreement, the Note and each of the other Loan Documents to "this Agreement",
"the Agreement", "the Note" and words of like import intended to refer to the
Agreement shall be deemed to be references to the Agreement as amended hereby.

          (b) The Borrower hereby represents and warrants to the Lender as
          follows:

               (i)  the execution, delivery and performance of each of this
                    Amendment and the Agreement as amended hereby are within its
                    corporate powers, have been duly authorized by all necessary

               corporate and shareholder action and do not and will not
               constitute a violation of, a default under or conflict with its
               organizational documents, any applicable statute, law or
               regulation or any contractual provision to which it is subject;

         (ii)  it has obtained all necessary consents and approvals to execute,
               deliver and perform each of this Amendment and the Agreement as
               amended hereby; and

        (iii)  each of this Amendment and the Agreement as amended hereby are
               the legal, valid and binding obligations of the Borrower,
               enforceable against the Borrower in accordance with its terms.


     4.   Effect of Amendments. Except as expressly set forth herein, this
          Amendment shall not, by implication or otherwise, limit, impair,
          constitute a waiver of or otherwise affect the rights and remedies of
          the Lender under the Agreement, the Note or any other Loan Document
          and shall not alter, modify, amend or in any way affect any of the
          terms, conditions, obligations, covenants or agreements contained in
          any of the Agreement, the Note and the other Loan Documents, all of
          which are ratified and affirmed in all respects and shall continue in
          full force and effect. This Amendment shall apply and be effective
          only with respect to the provisions of the Agreement specifically
          referred to herein.

     5.   Effectiveness. This Amendment will become effective as of the date set
          forth above when this Amendment is executed and delivered by each of
          the parties hereto (the "Effective Date").

     6.   Governing Law. This Amendment shall be governed by and construed in
          accordance with the laws of the State of New York.

     7.   Counterparts. This Amendment may be executed in any number of
          counterparts each of which shall be an original and all of which taken
          together shall constitute one and the same agreement. Delivery of any
          executed signature page hereof by facsimile transmission shall be as
          effective as delivery of a manually executed counterpart thereof.

     8.   Amendments. No amendment of any provision of this Amendment shall be
          effective unless it is signed by each of the parties hereto.

                           [SIGNATURE PAGE FOLLOWS.]

          IN WITNESS WHEREOF, the undersigned, by their duly authorized
officers have executed this Amendment.



                                        THE TALBOTS, INC.

                                        By: /s/ Edward L. Larsen
                                            ------------------------
                                            Name:  Edward L. Larsen
                                            Title: Sr. Vice President,
                                                   Finance & C.F.O.

                                        MIZUHO CORPORATE BANK, LTD.

                                        By: /s/ Keiji Takada
                                            ------------------------
                                            Name:  Keiji Takada
                                            Title: Deputy General Manager