<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>November
10,
2004</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">250 Rittenhouse Circle<BR>Bristol, PA 19007
        <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">(215) 785-4000
        <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; ] 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><b>Section 1 - Registrant's Business and Operations.</b></P>
<P>Item 1.01 Entry into a Material Definitive Agreement.&nbsp;</P>
<P>Jones Apparel Group, Inc., a Pennsylvania corporation (&quot;Jones&quot;),
has entered into an Agreement and Plan of Merger, dated as of November 10, 2004,
among Jones, Flintstone Acquisition Corp., a Delaware corporation and a wholly
owned indirect subsidiary of Jones (the &quot;Merger Sub&quot;), and Barneys New
York, Inc., a Delaware corporation (&quot;Barneys&quot;) (the &quot;Merger
Agreement&quot;), providing for the merger of the Merger Sub with and into
Barneys, with Barneys continuing as the surviving corporation.</P>
<P>Pursuant to the terms of the Merger Agreement, upon consummation of the
merger, each holder of Barneys' common stock will be entitled to receive $19.00 per
share in cash (without interest) and each holder of the Barneys' preferred stock
will be entitled to receive $154.375 per share in cash (without interest), based
upon the 8.125 to 1 conversion ratio for such shares. The total cash
consideration to be paid to the Barneys' stockholders is approximately $294.3
million (which includes outstanding common stock, preferred stock, employee
stock options and warrants).</P>
<P>On November 11, 2004, Jones issued a press release announcing the execution
of the Merger Agreement.&nbsp; A copy of the press release is
attached as Exhibit 99.1 to this report.</P>
<P><b>Section 9 - Financial Statements and Exhibits.</b></P>
<P>Item 9.01&nbsp; Financial Statements and Exhibits.</P>
<TABLE border=0 cellPadding=0 width="100%">

  <TR>
    <TD width="13%"><U>Exhibit No.</U></TD>
    <TD width="87%"><U>Description</U></TD></TR>
  <TR>
    <TD vAlign=top width="13%">99.1</TD>
    <TD vAlign=top width="87%">Press Release of
      the Registrant dated November 11, 2004.</TD></TR></TABLE>
<p>Statement Regarding Forward-looking Disclosure</p>
<p>Certain statements in this report are &quot;forward-looking statements&quot;
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements represent Jones'
expectations or beliefs concerning future events that involve risks and
uncertainties, including the strength of the economy and the overall level of
consumer spending, the performance of Jones' products within the prevailing
retail environment, and other factors which are set forth in Jones' 2003 Form
10-K and in all filings with the SEC made by Jones subsequent to the filing of
the Form 10-K. Jones does not undertake to publicly update or revise its
forward-looking statements as a result of new information, future events or
otherwise.</p>
<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>
<P align=justify>&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%">

  <TR>
    <TD width="50%"></TD>
    <TD width="50%">JONES APPAREL GROUP, INC.<BR>(Registrant)
      <P>By:&nbsp;<U>/s/ Wesley R. Card&nbsp;</U><BR>&nbsp;&nbsp;&nbsp;&nbsp;
      Wesley R. Card<BR>&nbsp;&nbsp;&nbsp;&nbsp; Chief Operating and Financial
      Officer</P></TD></TR></TABLE></CENTER></DIV>
<P>&nbsp;Date: November 12, 2004</P>
<P align=center>&nbsp;3</P>
<HR>
<P align=left>Exhibit Index</P>
<DIV align=left>
<TABLE border=0 cellPadding=0 width="100%">

  <TR>
    <TD width="13%"><U>Exhibit No.</U></TD>
    <TD width="87%"><U>Description</U></TD></TR>
  <TR>
    <TD vAlign=top width="13%">99.1</TD>
    <TD vAlign=top width="87%">Press Release of
      the Registrant dated November 11, 2004.</TD></TR></TABLE></DIV>
<P align=center>4</P></BODY></HTML>
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{"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": "041136230"}, "business-address": {"street1": "250 RITTENHOUSE CIRCLE", "street2": "KEYSTONE PK", "city": "BRISTOL", "state": "PA", "zip": "19007", "phone": "2157854000"}, "mail-address": {"street1": "250 RITTENHOUSE CIRCLE", "city": "BRISTOL", "state": "PA", "zip": "19007"}}
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):
November
10,
2004
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.)
250 Rittenhouse Circle
Bristol, PA 19007
(Address of principal executive offices)
(215) 785-4000
(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))
Section 1 - Registrant's Business and Operations.
Item 1.01 Entry into a Material Definitive Agreement.
Jones Apparel Group, Inc., a Pennsylvania corporation ("Jones"),
has entered into an Agreement and Plan of Merger, dated as of November 10, 2004,
among Jones, Flintstone Acquisition Corp., a Delaware corporation and a wholly
owned indirect subsidiary of Jones (the "Merger Sub"), and Barneys New
York, Inc., a Delaware corporation ("Barneys") (the "Merger
Agreement"), providing for the merger of the Merger Sub with and into
Barneys, with Barneys continuing as the surviving corporation.
Pursuant to the terms of the Merger Agreement, upon consummation of the
merger, each holder of Barneys' common stock will be entitled to receive $19.00 per
share in cash (without interest) and each holder of the Barneys' preferred stock
will be entitled to receive $154.375 per share in cash (without interest), based
upon the 8.125 to 1 conversion ratio for such shares. The total cash
consideration to be paid to the Barneys' stockholders is approximately $294.3
million (which includes outstanding common stock, preferred stock, employee
stock options and warrants).
On November 11, 2004, Jones issued a press release announcing the execution
of the Merger Agreement.  A copy of the press release is
attached as Exhibit 99.1 to this report.
Section 9 - Financial Statements and Exhibits.
Item 9.01  Financial Statements and Exhibits.
Exhibit No.
Description
99.1
Press Release of
      the Registrant dated November 11, 2004.
Statement Regarding Forward-looking Disclosure
Certain statements in this report are "forward-looking statements"
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements represent Jones'
expectations or beliefs concerning future events that involve risks and
uncertainties, including the strength of the economy and the overall level of
consumer spending, the performance of Jones' products within the prevailing
retail environment, and other factors which are set forth in Jones' 2003 Form
10-K and in all filings with the SEC made by Jones subsequent to the filing of
the Form 10-K. Jones does not undertake to publicly update or revise its
forward-looking statements as a result of new information, future events or
otherwise.
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/ Wesley R. Card
Wesley R. Card
Chief Operating and Financial
      Officer
Date: November 12, 2004
3
Exhibit Index
Exhibit No.
Description
99.1
Press Release of
      the Registrant dated November 11, 2004.
4