NOTIFICATION OF THE REMOVAL FROM LISTING
AND REGISTRATION OF THE STATED SECURITIES

The null hereby notifies the SEC of its
intention to remove the entire class of
the stated securities from listing and
registration on the Exchange at the opening
of business on August 17, 2012, pursuant
to the provisions of Rule 12d2-2 (a).

[  X  ] 17 CFR 240.12d2-2(a)(3)  That on
August 3, 2012 the instruments representing
the securities comprising the entire class
of this security came to evidence, by operation
of law or otherwise, other securities in
substitution therefore and represent no
other right except, if such be the fact,
the right to receive an immediate cash payment.

Pursuant to the offer to purchase and merger
agreement between The Talbots, Inc. and TLB
Merger Sub Inc., a direct wholly-owned
subsidiary of TLB Holdings LLC which became
effective on August 3, 2012, The Warrants
issued by The Talbots, Inc. will be converted
solely into the right to receive from the
surviving corporation, subject to the holder
of the warrant paying the applicable exercise
price for the shares of common stock subject
to such Talbots warrant, an amount in cash
equal to (i) $2.75 per share, multiplied by
(ii) the total number of shares of common stock
subject to such warrant that is outstanding
and unexercised as of immediately prior to
the acceleration time. Immediately following
the effective time, Talbots will provide the
holders of the Talbots Warrants with notice
that such warrants are being accelerated to
the earliest date permitted pursuant to the
Talbots Warrant Agreement (60 days). Given
that the common stock underlying the warrants
is no longer publicly trading and that the
warrants are being converted into the right
to receive cash and their expiration date
is being cancelled

The Exchange also notifies the Securities
and Exchange Commission that as a result of
the above indicated conditions this security
was suspended from trading on August 6, 2012.