<HTML><HEAD><TITLE>Form 8-K</TITLE>
<BODY>
<P align=center><FONT face="Times New Roman"><FONT size=5>UNITED STATES
SECURITIES AND EXCHANGE COMMISSION</FONT></P><FONT size=4>
<P align=center>Washington, D.C. 20549</P>
<P align=center></FONT><B><FONT size=5>Form 8-K</FONT></P>
<P align=center>CURRENT REPORT<BR>PURSUANT TO SECTION 13 OR 15(d) OF
THE<BR>SECURITIES EXCHANGE ACT OF 1934</P></B>
</FONT>
<P align=center>Date of Report (Date of earliest event reported): <BR>July 11, 2007</P>
<FONT face="Times New Roman">
<P>&nbsp;</P>
<P align=center><FONT size=5>JONES APPAREL GROUP, INC.</FONT></FONT><BR>(Exact
name of
registrant as specified in its charter)</P>
<P>&nbsp;</P>
<DIV align=center>
<CENTER>
<TABLE border=0 cellPadding=0
style="BORDER-BOTTOM: medium none; BORDER-LEFT: medium none; BORDER-RIGHT: medium none; BORDER-TOP: medium none"
width="100%" cellspacing="5">
  <TR>
    <TD vAlign=top width="34%" align="center">
      <P align=center>Pennsylvania
      <hr noshade size="1" color="#000000">
      (State or Other Jurisdiction of
      Incorporation)
    </TD>
    <TD vAlign=top width="30%" align="center">
      <P align=center>1-10746
      <hr noshade size="1" color="#000000">
      (Commission File Number)</TD>
    <TD vAlign=top width="36%" align="center">
      <P align=center>06-0935166
      <hr noshade size="1" color="#000000">
      (IRS Employer Identification
  No.)</TD></TR></TABLE></CENTER></DIV>
<div align="center">
  <center>
  <table border="0" cellpadding="8" cellspacing="5" width="100%">
    <tr>
      <td width="25%" align="center"></td>
      <td width="50%" align="center">1411 Broadway<br>
		New York, New York&nbsp; 10018
        <hr noshade size="1" color="#000000">
        (Address of principal executive offices)</td>
      <td width="25%" align="center"></td>
    </tr>
    <tr>
      <td width="25%" align="center"></td>
      <td width="50%" align="center">(212) 642-3860
        <hr noshade size="1" color="#000000">
        (Registrant's telephone number, including
area code)</td>
      <td width="25%" align="center"></td>
    </tr>
    <tr>
      <td width="25%" align="center"></td>
      <td width="50%" align="center">Not Applicable<hr noshade size="1" color="#000000">
        Former name or former address, if changed since last report</td>
      <td width="25%" align="center"></td>
    </tr>
  </table>
  </center>
</div>
<p>Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:</p>
<p>[&nbsp;&nbsp; ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)&nbsp;<br>
[&nbsp;&nbsp; ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)&nbsp;<br>
[&nbsp;&nbsp; ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp; ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))</p>
<HR>
<p>Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.</p>
<p>The Board of Directors of Jones Apparel
Group, Inc. (the &quot;Company&quot;) has appointed Wesley R. Card the Company's
President and Chief Executive Officer and has elected Mr. Card to the Board of
Directors of the Company, effective July
12, 2007.&nbsp; Mr. Card succeeds Peter Boneparth, who resigned as President
and Chief Executive Officer and a director of the Company, effective July 12,
2007.</p>
<p>In connection with Mr. Card's appointment as President and Chief Executive
Officer, on July 11, 2007, John T. McClain was appointed Chief Financial
Officer. Upon Mr. McClain joining the Company on July 16, 2007, Mr. Card will no
longer serve as the Company's Chief Operating and Financial Officer.</p>
<p>The press release announcing these appointments is furnished herewith as
Exhibit 99.1.</p>
<p><u>Biographical and Other Information Regarding Mr. Card and Mr. McClain</u></p>
<p>Mr. Card, age 59, joined the Company in 1990 as its Chief Financial Officer
and added the responsibility of Chief Operating Officer in 2002.</p>
<p>Prior to being named Chief Financial Officer of the Company, Mr. McClain, age
46, served as Chief Accounting Officer of Avis Budget Group, Inc. (formerly
Cendant Corporation), a position he assumed in July 2006. From 1999 to July
2006, Mr. McClain served as Senior Vice President, Finance and Corporate
Controller for Cendant Corporation. Prior to joining Cendant, he served as Vice
President, Controller and Chief Accounting Officer for Sirius Satellite Radio
and in various roles at ITT Corporation, including Assistant Controller and
Director of Accounting, as well as Manager of Financial Reporting. He is a
certified public accountant in the state of New Jersey.</p>
<p><u>Employment Arrangements with Mr. Card and Mr. McClain</u></p>
<p>On July 12, 2007, the Company and Mr. Card entered into an amendment of Mr.
Card's employment agreement, which specifies that Mr. Card will serve as
President and Chief Executive Officer of the Company and which increases his
annual salary to not less than $1,600,000.</p>
<p>On July 11, 2007, the Company entered into an employment agreement with Mr.
McClain (the &quot;Employment Agreement&quot;), with respect to his employment
as Chief Financial Officer as of July 16, 2007. Capitalized terms used in this
summary but not otherwise defined herein shall have the meanings attributed to
them in the Employment Agreement.</p>
<p>The term of the Employment Agreement is for three years ending on June 30,
2010, unless renewed for an additional 12-month period at the Company's option.
Mr. McClain's annual salary under the Employment Agreement will not be less than
$500,000, and he is entitled to receive annual bonuses in accordance with the
Company's&nbsp;</p>
<hr noshade size="1" color="#000000">
<p>2007 Executive Annual Cash Incentive Plan. The Employment Agreement also
provides for annual grants, at the discretion of the Compensation Committee of
the Board of Directors, of restricted stock and/or stock options, in such
amounts and subject to such terms and conditions as determined by the
Compensation Committee. Mr. McClain will be entitled to receive perquisites and
to participate in all savings and retirement programs and welfare plans and
programs that are generally available to other senior executives of the Company.</p>
<p>If the Company terminates Mr. McClain's employment for &quot;Cause&quot; or
if he resigns without &quot;Good Reason,&quot; Mr. McClain will receive only his
unpaid salary through the date of termination or resignation. If Mr. McClain's
employment terminates before the end of the term due to death or
&quot;Disability,&quot; the Company will pay him or his estate, as applicable, (i)
any unpaid salary through the date of termination, (ii) an additional six months
of salary and (iii) his target bonus (based on 75% of his annual salary at the
time of termination) (the &quot;Target Bonus&quot;), prorated through the date
of termination. If the Company terminates Mr. McClain's employment without
&quot;Cause&quot; or Mr. McClain resigns for &quot;Good Reason&quot; and no
&quot;Change in Control&quot; has occurred, he will receive (i) any unpaid
salary through the date of termination, (ii) the Target Bonus at the time of
termination, prorated through the date of termination, (iii) for each month
during the remainder of the term of the Agreement, his monthly salary at the
time of termination plus 1/12 of the Target Bonus, (iv) continued health
insurance, life insurance and retirement benefits for the remainder of the term
of the Employment Agreement and (v) reimbursement for up to $10,000 of executive
outplacement services. In no event, including at the expiration of the
Employment Agreement, shall he receive less than six months of such salary or
benefits.</p>
<p>If the Company terminates Mr. McClain's employment without &quot;Cause&quot;
or Mr. McClain resigns for &quot;Good Reason&quot; following a &quot;Change in
Control,&quot; he will receive (i) any unpaid salary through the date of
termination, (ii) the Target Bonus, prorated through the date of termination,
(iii) a lump sum equal to three times 200% of Mr. McClain's annual salary at the
time of termination, (iv) reimbursement for up to $10,000 of executive
outplacement services and (v) a lump sum equal to the Company's cost for his
continued health insurance, life insurance and retirement benefits for the
remainder of the term of the Employment Agreement.</p>
<p>The Employment Agreement also provides for vesting of all previously unvested
options and restricted stock upon (i) termination of Mr. McClain's employment
due to &quot;Retirement,&quot; death or &quot;Disability,&quot; (ii) a
&quot;Change in Control,&quot; (iii) resignation by Mr. McClain for &quot;Good
Reason&quot; or (iv) termination by the Company without &quot;Cause.&quot; In
the case of &quot;Retirement,&quot; &quot;Disability&quot; or &quot;Change in
Control,&quot; the accelerated options are exercisable during the remaining
original option term (or, if shorter, for three years following death).</p>
<p>The Employment Agreement also contains non-competition restrictions during
his employment and for the duration of the severance period (i.e., the period
from the termination date through the expiration of the term of the Employment
Agreement),&nbsp;</p>
<p align="center">2</p>
<hr noshade size="1" color="#000000">
<p>provided that the Company is making the payments due to him (as described
above). Mr. McClain is also prohibited from interfering in the employment of the
Company's employees during the period ending two years after the severance
period.</p>
<p>The foregoing summaries of the amendment to Mr. Card's employment agreement
and the employment agreement with Mr. McClain do not purport to be complete and
are qualified in their entirety by reference to the amendment and the employment
agreement, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and
are incorporated herein by reference.</p>
<p>In connection with Mr. McClain's appointment as Chief Financial Officer, the
Compensation Committee of the Company's Board of Directors approved a minimum
cash bonus for Mr. McClain of $100,000 for 2007 and a grant to him of 15,000
shares of restricted stock under the Company's 1999 Stock Incentive Plan.</p>
<p><u>Termination of Mr. Boneparth's Employment</u></p>
<p>Mr. Boneparth's service as President, Chief Executive Officer and a director
of the Company terminated effective as of July 12, 2007. In connection with Mr.
Boneparth's separation, the Company and Mr. Boneparth entered into a separation
agreement that provides Mr. Boneparth with the payments and benefits to which he
is entitled under his existing employment agreement upon a termination without
&quot;Cause.&quot; The separation agreement also includes a mutual release of
claims.</p>
<p>The foregoing summary of the separation agreement with Mr. Boneparth does not
purport to be complete and is qualified in its entirety by reference to the
separation agreement, which is filed as Exhibit 10.3 hereto and is incorporated
herein by reference.</p>
<p>&nbsp;</p>
<p>Item 9.01&nbsp; Financial Statements and Exhibits.</p>
<table border="0" cellPadding="0" width="100%" id="table2">
  <tr>
    <td vAlign="top" width="11%"><u>Exhibit No.</u></td>
    <td vAlign="top" width="89%"><u>Description</u></td>
  </tr>
</table>
<table border="0" cellPadding="0" width="100%" id="table1">
  <tr>
    <td vAlign="top" width="11%">10.1</td>
    <td vAlign="top" width="89%">Amendment No. 4 dated July 12, 2007 to Amended
      and Restated Employment Agreement between Jones Apparel Group, Inc. and
      Wesley R. Card.<sup>+</sup></td>
  </tr>
  <tr>
    <td vAlign="top" width="11%">10.2</td>
    <td vAlign="top" width="89%">Employment Agreement dated as of July 11, 2007
      between Jones Apparel Group, Inc. and John T. McClain.<sup>+</sup></td>
  </tr>
  <tr>
    <td vAlign="top" width="11%">10.3</td>
    <td vAlign="top" width="89%">Separation Agreement dated as of July 11, 2007,
      between Jones Apparel Group, Inc. and Peter Boneparth.<sup>+</sup></td>
  </tr>
  <tr>
    <td vAlign="top" width="11%">99.1</td>
    <td vAlign="top" width="89%">Press Release of the Registrant dated July 12,
      2007.</td>
  </tr>
</table>
<p><sup>+</sup> Management contract or compensatory plan or arrangement.<br>
</p>
<P align=center>3</P>
<HR>
<P align=center>&nbsp;<B>SIGNATURES</B></P>
<P>Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.</P>
<DIV align=center>
<CENTER>
<TABLE border=0 cellPadding=0
style="BORDER-BOTTOM: medium none; BORDER-LEFT: medium none; BORDER-RIGHT: medium none; BORDER-TOP: medium none"
width="100%">

  <TR>
    <TD width="50%"></TD>
    <TD width="50%">JONES APPAREL GROUP, INC.<BR>(Registrant)
      <P>By:&nbsp;<U>/s/ Ira M. Dansky&nbsp;</U><BR>&nbsp;&nbsp;&nbsp;&nbsp; Ira
      M. Dansky<BR>&nbsp;&nbsp;&nbsp;&nbsp; Executive Vice President,<br>
      &nbsp;&nbsp;&nbsp;&nbsp; General Counsel and Secretary</P></TD></TR></TABLE></CENTER></DIV>
<P>Date: July 12, 2007</P>
<P align=center>4</P>
<hr noshade size="1" color="#000000">
<p>Exhibit Index.</p>
<table border="0" cellPadding="0" width="100%" id="table3">
  <tr>
    <td vAlign="top" width="11%"><u>Exhibit No.</u></td>
    <td vAlign="top" width="89%"><u>Description</u></td>
  </tr>
</table>
<table border="0" cellPadding="0" width="100%" id="table4">
  <tr>
    <td vAlign="top" width="11%">10.1</td>
    <td vAlign="top" width="89%">Amendment No. 4 dated July 12, 2007 to Amended
      and Restated Employment Agreement between Jones Apparel Group, Inc. and
      Wesley R. Card.<sup>+</sup></td>
  </tr>
  <tr>
    <td vAlign="top" width="11%">10.2</td>
    <td vAlign="top" width="89%">Employment Agreement dated as of July 11, 2007
      between Jones Apparel Group, Inc. and John T. McClain.<sup>+</sup></td>
  </tr>
  <tr>
    <td vAlign="top" width="11%">10.3</td>
    <td vAlign="top" width="89%">Separation Agreement dated as of July 11, 2007,
      between Jones Apparel Group, Inc. and Peter Boneparth.<sup>+</sup></td>
  </tr>
  <tr>
    <td vAlign="top" width="11%">99.1</td>
    <td vAlign="top" width="89%">Press Release of the Registrant dated July 12,
      2007.</td>
  </tr>
</table>
<p><sup>+</sup> Management contract or compensatory plan or arrangement.
</p>
<p align="center">5</p>
</BODY></HTML>
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Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 11, 2007
JONES APPAREL GROUP, INC.
(Exact
name of
registrant as specified in its charter)
Pennsylvania
(State or Other Jurisdiction of
      Incorporation)
1-10746
(Commission File Number)
06-0935166
(IRS Employer Identification
  No.)
1411 Broadway
New York, New York  10018
(Address of principal executive offices)
(212) 642-3860
(Registrant's telephone number, including
area code)
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[   ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of Jones Apparel
Group, Inc. (the "Company") has appointed Wesley R. Card the Company's
President and Chief Executive Officer and has elected Mr. Card to the Board of
Directors of the Company, effective July
12, 2007.  Mr. Card succeeds Peter Boneparth, who resigned as President
and Chief Executive Officer and a director of the Company, effective July 12,
2007.
In connection with Mr. Card's appointment as President and Chief Executive
Officer, on July 11, 2007, John T. McClain was appointed Chief Financial
Officer. Upon Mr. McClain joining the Company on July 16, 2007, Mr. Card will no
longer serve as the Company's Chief Operating and Financial Officer.
The press release announcing these appointments is furnished herewith as
Exhibit 99.1.
Biographical and Other Information Regarding Mr. Card and Mr. McClain
Mr. Card, age 59, joined the Company in 1990 as its Chief Financial Officer
and added the responsibility of Chief Operating Officer in 2002.
Prior to being named Chief Financial Officer of the Company, Mr. McClain, age
46, served as Chief Accounting Officer of Avis Budget Group, Inc. (formerly
Cendant Corporation), a position he assumed in July 2006. From 1999 to July
2006, Mr. McClain served as Senior Vice President, Finance and Corporate
Controller for Cendant Corporation. Prior to joining Cendant, he served as Vice
President, Controller and Chief Accounting Officer for Sirius Satellite Radio
and in various roles at ITT Corporation, including Assistant Controller and
Director of Accounting, as well as Manager of Financial Reporting. He is a
certified public accountant in the state of New Jersey.
Employment Arrangements with Mr. Card and Mr. McClain
On July 12, 2007, the Company and Mr. Card entered into an amendment of Mr.
Card's employment agreement, which specifies that Mr. Card will serve as
President and Chief Executive Officer of the Company and which increases his
annual salary to not less than $1,600,000.
On July 11, 2007, the Company entered into an employment agreement with Mr.
McClain (the "Employment Agreement"), with respect to his employment
as Chief Financial Officer as of July 16, 2007. Capitalized terms used in this
summary but not otherwise defined herein shall have the meanings attributed to
them in the Employment Agreement.
The term of the Employment Agreement is for three years ending on June 30,
2010, unless renewed for an additional 12-month period at the Company's option.
Mr. McClain's annual salary under the Employment Agreement will not be less than
$500,000, and he is entitled to receive annual bonuses in accordance with the
Company's
2007 Executive Annual Cash Incentive Plan. The Employment Agreement also
provides for annual grants, at the discretion of the Compensation Committee of
the Board of Directors, of restricted stock and/or stock options, in such
amounts and subject to such terms and conditions as determined by the
Compensation Committee. Mr. McClain will be entitled to receive perquisites and
to participate in all savings and retirement programs and welfare plans and
programs that are generally available to other senior executives of the Company.
If the Company terminates Mr. McClain's employment for "Cause" or
if he resigns without "Good Reason," Mr. McClain will receive only his
unpaid salary through the date of termination or resignation. If Mr. McClain's
employment terminates before the end of the term due to death or
"Disability," the Company will pay him or his estate, as applicable, (i)
any unpaid salary through the date of termination, (ii) an additional six months
of salary and (iii) his target bonus (based on 75% of his annual salary at the
time of termination) (the "Target Bonus"), prorated through the date
of termination. If the Company terminates Mr. McClain's employment without
"Cause" or Mr. McClain resigns for "Good Reason" and no
"Change in Control" has occurred, he will receive (i) any unpaid
salary through the date of termination, (ii) the Target Bonus at the time of
termination, prorated through the date of termination, (iii) for each month
during the remainder of the term of the Agreement, his monthly salary at the
time of termination plus 1/12 of the Target Bonus, (iv) continued health
insurance, life insurance and retirement benefits for the remainder of the term
of the Employment Agreement and (v) reimbursement for up to $10,000 of executive
outplacement services. In no event, including at the expiration of the
Employment Agreement, shall he receive less than six months of such salary or
benefits.
If the Company terminates Mr. McClain's employment without "Cause"
or Mr. McClain resigns for "Good Reason" following a "Change in
Control," he will receive (i) any unpaid salary through the date of
termination, (ii) the Target Bonus, prorated through the date of termination,
(iii) a lump sum equal to three times 200% of Mr. McClain's annual salary at the
time of termination, (iv) reimbursement for up to $10,000 of executive
outplacement services and (v) a lump sum equal to the Company's cost for his
continued health insurance, life insurance and retirement benefits for the
remainder of the term of the Employment Agreement.
The Employment Agreement also provides for vesting of all previously unvested
options and restricted stock upon (i) termination of Mr. McClain's employment
due to "Retirement," death or "Disability," (ii) a
"Change in Control," (iii) resignation by Mr. McClain for "Good
Reason" or (iv) termination by the Company without "Cause." In
the case of "Retirement," "Disability" or "Change in
Control," the accelerated options are exercisable during the remaining
original option term (or, if shorter, for three years following death).
The Employment Agreement also contains non-competition restrictions during
his employment and for the duration of the severance period (i.e., the period
from the termination date through the expiration of the term of the Employment
Agreement),
2
provided that the Company is making the payments due to him (as described
above). Mr. McClain is also prohibited from interfering in the employment of the
Company's employees during the period ending two years after the severance
period.
The foregoing summaries of the amendment to Mr. Card's employment agreement
and the employment agreement with Mr. McClain do not purport to be complete and
are qualified in their entirety by reference to the amendment and the employment
agreement, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and
are incorporated herein by reference.
In connection with Mr. McClain's appointment as Chief Financial Officer, the
Compensation Committee of the Company's Board of Directors approved a minimum
cash bonus for Mr. McClain of $100,000 for 2007 and a grant to him of 15,000
shares of restricted stock under the Company's 1999 Stock Incentive Plan.
Termination of Mr. Boneparth's Employment
Mr. Boneparth's service as President, Chief Executive Officer and a director
of the Company terminated effective as of July 12, 2007. In connection with Mr.
Boneparth's separation, the Company and Mr. Boneparth entered into a separation
agreement that provides Mr. Boneparth with the payments and benefits to which he
is entitled under his existing employment agreement upon a termination without
"Cause." The separation agreement also includes a mutual release of
claims.
The foregoing summary of the separation agreement with Mr. Boneparth does not
purport to be complete and is qualified in its entirety by reference to the
separation agreement, which is filed as Exhibit 10.3 hereto and is incorporated
herein by reference.
Item 9.01  Financial Statements and Exhibits.
Exhibit No.
Description
10.1
Amendment No. 4 dated July 12, 2007 to Amended
      and Restated Employment Agreement between Jones Apparel Group, Inc. and
      Wesley R. Card.
+
10.2
Employment Agreement dated as of July 11, 2007
      between Jones Apparel Group, Inc. and John T. McClain.
+
10.3
Separation Agreement dated as of July 11, 2007,
      between Jones Apparel Group, Inc. and Peter Boneparth.
+
99.1
Press Release of the Registrant dated July 12,
      2007.
+
Management contract or compensatory plan or arrangement.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JONES APPAREL GROUP, INC.
(Registrant)
By:
/s/ Ira M. Dansky
Ira
      M. Dansky
Executive Vice President,
General Counsel and Secretary
Date: July 12, 2007
4
Exhibit Index.
Exhibit No.
Description
10.1
Amendment No. 4 dated July 12, 2007 to Amended
      and Restated Employment Agreement between Jones Apparel Group, Inc. and
      Wesley R. Card.
+
10.2
Employment Agreement dated as of July 11, 2007
      between Jones Apparel Group, Inc. and John T. McClain.
+
10.3
Separation Agreement dated as of July 11, 2007,
      between Jones Apparel Group, Inc. and Peter Boneparth.
+
99.1
Press Release of the Registrant dated July 12,
      2007.
+
Management contract or compensatory plan or arrangement.
5