<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>December
14,
2010</P><FONT face="Times New Roman">
<P>&nbsp;</P>
<P align=center><FONT size=5>THE JONES 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 noshade color="#000000" size="1">

<p><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 December 15, 2010, The Jones Group Inc. (the "Company") announced that
effective as of January 1, 2011, Sidney Kimmel, the Company's founder and
Chairman, will no longer serve as the Company's executive Chairman but will
continue to serve as the non-executive Chairman of the Board of Directors of the
Company. A copy of the press release announcing this change is furnished
herewith as Exhibit 99.1. </p>
<p>On December 15, 2010, the Company entered into a Transition Agreement with
Mr. Kimmel, which terminates his employment agreement with the Company
(previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the nine months ended October 1, 2000), effective as of December 31, 2010.&nbsp; The Transition Agreement provides, among other things, that commencing
January 1, 2011, Mr. Kimmel shall serve as the non-executive Chairman of the
Board and shall receive: (i) annual retainers, meeting attendance fees,
restricted stock awards, and such other compensation payable in such amounts and
at such times as provided under plans and policies generally applicable to
non-management directors; and (ii) continuation of medical and dental coverage
for Mr. Kimmel and his spouse, under the Company's group policy or otherwise,
during the lifetimes of Mr. Kimmel and his spouse, for which Mr. Kimmel shall
reimburse the Company the full amount of the coverage premiums. Under the
Transition Agreement, Mr. Kimmel agreed that certain covenants and restrictions
under his employment agreement, including those relating to competition,
recruitment and confidential information, will continue in force and effect
until Mr. Kimmel's death.
</p>
<p>The foregoing summary of the Transition Agreement does not purport to be
complete and is qualified in its entirety by reference to the Transition
Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated
herein by reference. </p>
<p><b>Item 5.03&nbsp; Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.</b></p>
<p>In connection with the change in Mr. Kimmel's position described above, on
December 14, 2010, the Board of Directors of the Company approved amendments to
the Company's Amended and Restated By-Laws, to take effect on January 1, 2011.
The amendments were adopted primarily to eliminate the executive officer
position of Chairman of the Company. They also provide that special meetings of
shareholders may be called only by the Chief Executive Officer or the Board of
Directors, special meetings of the Board of Directors may be called only by the
Chairperson of the Board of Directors or by a majority of the Directors then in
office, and the Chairperson of the Board of Directors shall preside at all
meetings of the Board of Directors. The amendments also effect certain other
technical and conforming changes. </p>
<p>The foregoing description of the amendments does not purport to be complete
and is qualified in its entirety by reference to the full text of the Amended
and Restated By-laws of the Company, which are filed herewith as Exhibit 3.1 and
incorporated herein by reference.</p>
<P align="justify"><b>Item 9.01&nbsp; Financial Statements and Exhibits.</b></P>
<TABLE id=table2 cellPadding=0 width="100%" border=0>

  <TR>
    <TD vAlign=top width="8%"><U>Exhibit No.</U></TD>
    <TD vAlign=top width="92%"><U>Description</U></TD></TR></TABLE>
<TABLE id=table3 cellPadding=0 width="100%" border=0>

  <TR>
    <TD vAlign=top width="8%">3.1</TD>
    <TD vAlign=top width="92%">Amended and Restated By-laws.</TD></TR>

  <TR>
    <TD vAlign=top width="8%">10.1</TD>
    <TD vAlign=top width="92%">Transition Agreement between Sidney Kimmel and
	The Jones Group Inc. dated December 15, 2010.<sup>+</sup></TD></TR>

  <TR>
    <TD vAlign=top width="8%">99.1</TD>
    <TD vAlign=top width="92%">Press release of the Registrant dated December 15, 2010.<sup>+</sup></TD></TR>

  </TABLE>
<p><sup>__________________________<br>
+</sup> Management contract or compensatory plan or arrangement.</p>
<P align=center>2</P>
<HR noshade color="#000000" size="1">

<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%">THE JONES 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, General
		<br>
&nbsp;&nbsp;&nbsp;&nbsp; Counsel and Secretary</P></TD></TR></TABLE></CENTER></DIV>
<P>&nbsp;Date: December 15, 2010</P>
<P align=center>&nbsp;3</P>
<HR noshade color="#000000" size="1">

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

  <TR>
    <TD vAlign=top width="8%"><U>Exhibit No.</U></TD>
    <TD vAlign=top width="92%"><U>Description</U></TD></TR></TABLE>
<TABLE id=table5 cellPadding=0 width="100%" border=0>

  <TR>
    <TD vAlign=top width="8%">3.1</TD>
    <TD vAlign=top width="92%">Amended and Restated By-laws.</TD></TR>

  <TR>
    <TD vAlign=top width="8%">10.1</TD>
    <TD vAlign=top width="92%">Transition Agreement between Sidney Kimmel and
	The Jones Group Inc. dated December 15, 2010.<sup>+</sup></TD></TR>

  <TR>
    <TD vAlign=top width="8%">99.1</TD>
    <TD vAlign=top width="92%">Press release of the Registrant dated December 15, 2010.<sup>+</sup></TD></TR>

  </TABLE>
<DIV align=left>
<p><sup>__________________________<br>
+</sup> Management contract or compensatory plan or arrangement.</DIV>
<P align=center>4</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):
December
14,
2010
THE JONES 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 December 15, 2010, The Jones Group Inc. (the "Company") announced that
effective as of January 1, 2011, Sidney Kimmel, the Company's founder and
Chairman, will no longer serve as the Company's executive Chairman but will
continue to serve as the non-executive Chairman of the Board of Directors of the
Company. A copy of the press release announcing this change is furnished
herewith as Exhibit 99.1.
On December 15, 2010, the Company entered into a Transition Agreement with
Mr. Kimmel, which terminates his employment agreement with the Company
(previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the nine months ended October 1, 2000), effective as of December 31, 2010.  The Transition Agreement provides, among other things, that commencing
January 1, 2011, Mr. Kimmel shall serve as the non-executive Chairman of the
Board and shall receive: (i) annual retainers, meeting attendance fees,
restricted stock awards, and such other compensation payable in such amounts and
at such times as provided under plans and policies generally applicable to
non-management directors; and (ii) continuation of medical and dental coverage
for Mr. Kimmel and his spouse, under the Company's group policy or otherwise,
during the lifetimes of Mr. Kimmel and his spouse, for which Mr. Kimmel shall
reimburse the Company the full amount of the coverage premiums. Under the
Transition Agreement, Mr. Kimmel agreed that certain covenants and restrictions
under his employment agreement, including those relating to competition,
recruitment and confidential information, will continue in force and effect
until Mr. Kimmel's death.
The foregoing summary of the Transition Agreement does not purport to be
complete and is qualified in its entirety by reference to the Transition
Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.
Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
In connection with the change in Mr. Kimmel's position described above, on
December 14, 2010, the Board of Directors of the Company approved amendments to
the Company's Amended and Restated By-Laws, to take effect on January 1, 2011.
The amendments were adopted primarily to eliminate the executive officer
position of Chairman of the Company. They also provide that special meetings of
shareholders may be called only by the Chief Executive Officer or the Board of
Directors, special meetings of the Board of Directors may be called only by the
Chairperson of the Board of Directors or by a majority of the Directors then in
office, and the Chairperson of the Board of Directors shall preside at all
meetings of the Board of Directors. The amendments also effect certain other
technical and conforming changes.
The foregoing description of the amendments does not purport to be complete
and is qualified in its entirety by reference to the full text of the Amended
and Restated By-laws of the Company, which are filed herewith as Exhibit 3.1 and
incorporated herein by reference.
Item 9.01  Financial Statements and Exhibits.
Exhibit No.
Description
3.1
Amended and Restated By-laws.
10.1
Transition Agreement between Sidney Kimmel and
	The Jones Group Inc. dated December 15, 2010.
+
99.1
Press release of the Registrant dated December 15, 2010.
+
__________________________
+
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.
THE JONES GROUP INC.
(Registrant)
By:
/s/ Ira M. Dansky
Ira M.
		Dansky
Executive Vice President, General
Counsel and Secretary
Date: December 15, 2010
3
Exhibit Index
Exhibit No.
Description
3.1
Amended and Restated By-laws.
10.1
Transition Agreement between Sidney Kimmel and
	The Jones Group Inc. dated December 15, 2010.
+
99.1
Press release of the Registrant dated December 15, 2010.
+
__________________________
+
Management contract or compensatory plan or arrangement.
4