<HTML><HEAD><TITLE>Form 8-K</TITLE>
</HEAD>
<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>February
9, 2010</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
style="BORDER-RIGHT: medium none; BORDER-TOP: medium none; BORDER-LEFT: medium none; BORDER-BOTTOM: medium none"
cellSpacing=5 cellPadding=0 width="100%" border=0>

  <TR>
    <TD vAlign=top align=middle width="34%">
      <P align=center>Pennsylvania
      <HR color=#000000 noShade SIZE=1>
      (State or Other Jurisdiction of Incorporation) </TD>
    <TD vAlign=top align=middle width="30%">
      <P align=center>1-10746
      <HR color=#000000 noShade SIZE=1>
      (Commission File Number)</TD>
    <TD vAlign=top align=middle width="36%">
      <P align=center>06-0935166
      <HR color=#000000 noShade SIZE=1>
      (IRS Employer Identification No.)</TD></TR></TABLE></CENTER></DIV>
<DIV align=center>
<CENTER>
<TABLE cellSpacing=5 cellPadding=8 width="100%" border=0>

  <TR>
    <TD align=middle width="25%"></TD>
    <TD align=middle width="50%">1411 Broadway<BR>New York, New York&nbsp;
      10018
      <HR color=#000000 noShade SIZE=1>
      (Address of principal executive offices)</TD>
    <TD align=middle width="25%"></TD></TR>
  <TR>
    <TD align=middle width="25%"></TD>
    <TD align=middle width="50%">(212) 642-3860
      <HR color=#000000 noShade SIZE=1>
      (Registrant's telephone number, including area code)</TD>
    <TD align=middle width="25%"></TD></TR>
  <TR>
    <TD align=middle width="25%"></TD>
    <TD align=middle width="50%">Not Applicable
      <HR color=#000000 noShade SIZE=1>
       Former name or former address, if changed since last report</TD>
    <TD align=middle width="25%"></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; ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)&nbsp;<BR>[&nbsp; ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)&nbsp;<BR>[&nbsp; ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>[&nbsp; ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))</P>
<HR>

<P align="justify"><b>Item 5.02&nbsp; Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.</b></P>
<p>On February 9, 2010, Jones Apparel Group, Inc. (the "Company") entered into (i)
Amendment No. 6 to the Amended and Restated Employment Agreement with Wesley R.
Card, the Company's Chief Executive Officer, (the "CEO Amendment") and (ii)
Amendment No. 4 to the Amended and Restated Employment Agreement with Ira M.
Dansky, the Company's Executive Vice President, General Counsel and Secretary,
(the "GC Amendment" and together with the CEO Amendment, the "Amendments"). The
CEO Amendment modifies the Amended and Restated Employment Agreement dated as of
March 11, 2002, between the Company and Mr. Card, as amended on February 28,
2003, March 8, 2006, April 17, 2007, July 12, 2007 and July 14, 2008 (the "CEO
Agreement"). The GC Amendment modifies the Amended and Restated Employment
Agreement dated as of April 4, 2002, between the Company and Mr. Dansky, as
amended on December 10, 2007, February 28, 2003 and July 14, 2008 (the "GC
Agreement" and together with the CEO Agreement, the "Agreements"). </p>
<p>The Amendments modify provisions in the Agreements for accelerated vesting of
restricted stock and payment of a bonus upon termination of the executive's
employment under certain circumstances, in order to ensure that such
compensation payable to Mr. Card or Mr. Dansky upon those termination events
meets the criteria for tax deductibility under Section 162(m) of the Internal
Revenue Code and recent Internal Revenue Service rulings thereunder. The
Amendments provide that with respect to shares of the Company's common stock
subject to vesting requirements ("Restricted Shares") granted on or after
January 1, 2010 which are intended to satisfy the requirements for &quot;qualified
performance-based compensation&quot; (within the meaning of Treasury Regulation
Section 1.162-27(e)), in the event of termination of the executive's employment by the
Company without "cause" (as defined in the Agreements) or by the executive for
"good reason" (as defined in the Agreements) or in the event of the executive's
"retirement" (as defined in the Agreements), the Restricted Shares will vest and
be free of restrictions solely based on the extent to which performance goals
for the applicable performance period are satisfied. The Amendments further
provide that the bonus payable upon termination by the Company without "cause"
or by the executive for "good reason" will be the actual bonus earned for the
calendar year in which termination occurs, based solely on the extent to which
performance goals for such calendar year are satisfied, prorated for the portion
of the year preceding termination. Prior to the Amendments, the Agreements
provided that the amount of the bonus payable upon such termination events would
be a fixed percentage of the executive's annual salary (100% in the case of Mr.
Card and 75% in the case of Mr. Dansky), rather than the actual bonus earned for
that year, prorated for the portion of the year preceding termination. </p>
<p>Additionally, in connection with the previously-announced appointment of
Richard Dickson as President and Chief Executive Officer-Branded Businesses of
the Company, the CEO Amendment revised the references to Mr. Card's title in the
CEO Agreement from President and Chief Executive Officer to Chief Executive
Officer and thereby removed a reduction in title and status as President of the
Company from the definition of "good reason" under the CEO Agreement. </p>
<p>Except as modified by the Amendments, all of the provisions of the Agreements
remain in full force and effect. </p>
<p>The foregoing summary of the Amendments is qualified in its entirety by
reference to the Amendments, which are filed as Exhibit 10.1 and Exhibit 10.2
hereto and incorporated herein by reference. </p>
<p>As consideration for Mr. Card's and Mr. Dansky's agreements to modify the
provisions under the Agreements governing accelerated vesting of restricted
stock and payment of a bonus upon certain events of termination as described
above, the Compensation Committee of the Company's Board of Directors approved a
grant of 75,000 Restricted Shares to Mr. Card and a grant of 25,000 Restricted
Shares to Mr. Dansky under the Company's 2009 Long Term Incentive Plan. Such
Restricted Shares will vest on the second business day following the Company's
public announcement of financial results for the fourth fiscal quarter of 2011.</p>
<P align="justify"><b>Item 9.01&nbsp; Financial Statements and Exhibits.</b></P>
<TABLE id=table1 cellPadding=0 width="100%" border=0>

  <tr>
    <td width="10%" valign="top"><U>Exhibit No.</U></td>
    <td width="90%" valign="top">
    <U>Description</U></td>
  </tr>
	<tr>
    <td width="10%" valign="top">10.1</td>
    <td width="90%" valign="top">
    Amendment No. 6 dated as of February 9, 2010 to the Amended
	and Restated Employment Agreement between Jones Apparel Group, Inc. and
	Wesley R. Card.+</td>
  </tr>
	<tr>
    <td width="10%" valign="top">10.2</td>
    <td width="90%" valign="top">
    Amendment No. 4 dated as of February 9, 2010 to the Amended
	and Restated Employment Agreement between Jones Apparel Group, Inc. and Ira
	M. Dansky.+</td>
  </tr>
</TABLE>
<p>______________</p>
<table id="table3" border="0" width="100%">
	<tr>
		<td vAlign="top" width="30"><font size="2"><sup>+</sup> </font></td>
		<td vAlign="top"><font size="2">Management contract or compensatory plan
		or arrangement.</font></td>
	</tr>
</table>
<P align=center>2</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
style="BORDER-RIGHT: medium none; BORDER-TOP: medium none; BORDER-LEFT: medium none; BORDER-BOTTOM: medium none"
cellPadding=0 width="100%" border=0>

  <TR>
    <TD width="50%"></TD>
    <TD width="50%">JONES APPAREL GROUP, INC.<BR>(Registrant)
      <P>By: <u>/s/ Ira M. Dansky </u><br>
		Ira M. Dansky<br>
		Executive Vice President,<br>
		General Counsel and Secretary </P></TD></TR></TABLE></CENTER></DIV>
<P>&nbsp;Date: February 16, 2010</P>
<P align=center>&nbsp;3</P>
<HR>

<P align=left>Exhibit Index</P>
<TABLE id=table4 cellPadding=0 width="100%" border=0>

  <tr>
    <td width="10%" valign="top"><U>Exhibit No.</U></td>
    <td width="90%" valign="top">
    <U>Description</U></td>
  </tr>
	<tr>
    <td width="10%" valign="top">10.1</td>
    <td width="90%" valign="top">
    Amendment No. 6 dated as of February 9, 2010 to the Amended
	and Restated Employment Agreement between Jones Apparel Group, Inc. and
	Wesley R. Card.+</td>
  </tr>
	<tr>
    <td width="10%" valign="top">10.2</td>
    <td width="90%" valign="top">
    Amendment No. 4 dated as of February 9, 2010 to the Amended
	and Restated Employment Agreement between Jones Apparel Group, Inc. and Ira
	M. Dansky.+</td>
  </tr>
</TABLE>
<p>______________</p>
<table id="table5" border="0" width="100%">
	<tr>
		<td vAlign="top" width="30"><font size="2"><sup>+</sup> </font></td>
		<td vAlign="top"><font size="2">Management contract or compensatory plan
		or arrangement.</font></td>
	</tr>
</table>
<P align=center>4</P></BODY></HTML>
[{"type": "8-K", "sequence": "1", "filename": "february0910.htm", "description": "FORM 8-K", "secsgml_size_bytes": 10352}]
{"company-data": {"conformed-name": "JONES APPAREL GROUP INC", "cik": "0000874016", "assigned-sic": "2330", "irs-number": "060935166", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10746", "film-number": "10605679"}, "business-address": {"street1": "1411 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "2126423860"}, "mail-address": {"street1": "1411 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10018"}}
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):
February
9, 2010
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.
On February 9, 2010, Jones Apparel Group, Inc. (the "Company") entered into (i)
Amendment No. 6 to the Amended and Restated Employment Agreement with Wesley R.
Card, the Company's Chief Executive Officer, (the "CEO Amendment") and (ii)
Amendment No. 4 to the Amended and Restated Employment Agreement with Ira M.
Dansky, the Company's Executive Vice President, General Counsel and Secretary,
(the "GC Amendment" and together with the CEO Amendment, the "Amendments"). The
CEO Amendment modifies the Amended and Restated Employment Agreement dated as of
March 11, 2002, between the Company and Mr. Card, as amended on February 28,
2003, March 8, 2006, April 17, 2007, July 12, 2007 and July 14, 2008 (the "CEO
Agreement"). The GC Amendment modifies the Amended and Restated Employment
Agreement dated as of April 4, 2002, between the Company and Mr. Dansky, as
amended on December 10, 2007, February 28, 2003 and July 14, 2008 (the "GC
Agreement" and together with the CEO Agreement, the "Agreements").
The Amendments modify provisions in the Agreements for accelerated vesting of
restricted stock and payment of a bonus upon termination of the executive's
employment under certain circumstances, in order to ensure that such
compensation payable to Mr. Card or Mr. Dansky upon those termination events
meets the criteria for tax deductibility under Section 162(m) of the Internal
Revenue Code and recent Internal Revenue Service rulings thereunder. The
Amendments provide that with respect to shares of the Company's common stock
subject to vesting requirements ("Restricted Shares") granted on or after
January 1, 2010 which are intended to satisfy the requirements for "qualified
performance-based compensation" (within the meaning of Treasury Regulation
Section 1.162-27(e)), in the event of termination of the executive's employment by the
Company without "cause" (as defined in the Agreements) or by the executive for
"good reason" (as defined in the Agreements) or in the event of the executive's
"retirement" (as defined in the Agreements), the Restricted Shares will vest and
be free of restrictions solely based on the extent to which performance goals
for the applicable performance period are satisfied. The Amendments further
provide that the bonus payable upon termination by the Company without "cause"
or by the executive for "good reason" will be the actual bonus earned for the
calendar year in which termination occurs, based solely on the extent to which
performance goals for such calendar year are satisfied, prorated for the portion
of the year preceding termination. Prior to the Amendments, the Agreements
provided that the amount of the bonus payable upon such termination events would
be a fixed percentage of the executive's annual salary (100% in the case of Mr.
Card and 75% in the case of Mr. Dansky), rather than the actual bonus earned for
that year, prorated for the portion of the year preceding termination.
Additionally, in connection with the previously-announced appointment of
Richard Dickson as President and Chief Executive Officer-Branded Businesses of
the Company, the CEO Amendment revised the references to Mr. Card's title in the
CEO Agreement from President and Chief Executive Officer to Chief Executive
Officer and thereby removed a reduction in title and status as President of the
Company from the definition of "good reason" under the CEO Agreement.
Except as modified by the Amendments, all of the provisions of the Agreements
remain in full force and effect.
The foregoing summary of the Amendments is qualified in its entirety by
reference to the Amendments, which are filed as Exhibit 10.1 and Exhibit 10.2
hereto and incorporated herein by reference.
As consideration for Mr. Card's and Mr. Dansky's agreements to modify the
provisions under the Agreements governing accelerated vesting of restricted
stock and payment of a bonus upon certain events of termination as described
above, the Compensation Committee of the Company's Board of Directors approved a
grant of 75,000 Restricted Shares to Mr. Card and a grant of 25,000 Restricted
Shares to Mr. Dansky under the Company's 2009 Long Term Incentive Plan. Such
Restricted Shares will vest on the second business day following the Company's
public announcement of financial results for the fourth fiscal quarter of 2011.
Item 9.01  Financial Statements and Exhibits.
Exhibit No.
Description
10.1
Amendment No. 6 dated as of February 9, 2010 to the Amended
	and Restated Employment Agreement between Jones Apparel Group, Inc. and
	Wesley R. Card.+
10.2
Amendment No. 4 dated as of February 9, 2010 to the Amended
	and Restated Employment Agreement between Jones Apparel Group, Inc. and Ira
	M. Dansky.+
______________
+
Management contract or compensatory plan
		or arrangement.
2
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: February 16, 2010
3
Exhibit Index
Exhibit No.
Description
10.1
Amendment No. 6 dated as of February 9, 2010 to the Amended
	and Restated Employment Agreement between Jones Apparel Group, Inc. and
	Wesley R. Card.+
10.2
Amendment No. 4 dated as of February 9, 2010 to the Amended
	and Restated Employment Agreement between Jones Apparel Group, Inc. and Ira
	M. Dansky.+
______________
+
Management contract or compensatory plan
		or arrangement.
4