<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>January
22, 2006</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;&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 8.01 Other Events.</p>
<p>On January 22, 2006, Jones Apparel Group, Inc. (&quot;Jones&quot;) and
certain of its subsidiaries entered into a Stock Purchase Agreement with Polo
Ralph Lauren Corporation (&quot;Polo&quot;) and certain of its subsidiaries with
respect to the purchase by Polo of all outstanding stock of Sun Apparel, Inc.
(&quot;Sun&quot;), a Jones subsidiary. At the time of Polo's purchase of Sun
stock, Sun will consist only of assets and liabilities primarily related to the
Polo Jeans Company business. Jones will retain distribution and product
development facilities in El Paso, Texas, along with certain working capital
items, including accounts receivable and accounts payable. In addition, as part
of the agreement, Jones will continue to provide certain support services,
including, manufacturing, distribution, information technology and other
financial and administrative functions, for a limited period of time. Since the
acquisition of Sun in 1998, Jones has sold Polo Jeans Company products under
license and design agreements entered into by Sun with Polo in 1995.</p>
<p>Jones and certain of its subsidiaries also entered into a settlement
agreement with Polo and certain of its subsidiaries, which provides for the
settlement of pending litigation between Jones and Polo regarding the
termination of license and design agreements under which Jones sold Lauren by
Ralph Lauren products.</p>
<p>The aggregate amount to be paid by Polo to Jones for the stock purchase and
the settlement is $355 million.</p>
<p>Jones Apparel Group, Inc. issued a press release on January 23, 2006, which
is attached hereto as Exhibit 99.1 and is furnished herewith.</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="8%"><u>Exhibit No.</u></TD>
    <TD vAlign=top width="92%"><u>Description</u></TD></TR>

  </TABLE>
<TABLE border=0 cellPadding=0 width="100%" id="table1">

  <TR>
    <TD vAlign=top width="8%">99.1</TD>
    <TD vAlign=top width="92%">Press Release of the Registrant dated January 23,
      2006.<BR>&nbsp;&nbsp; </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>
<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: January 23, 2006</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="12%"><U>Exhibit No.</U></TD>
    <TD width="88%"><U>Description</U></TD></TR>
  <TR>
    <TD vAlign=top width="12%">99.1</TD>
    <TD vAlign=top width="88%">Press Release of
      the Registrant dated January 23, 2006.</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": "06542149"}, "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):
January
22, 2006
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))
Item 8.01 Other Events.
On January 22, 2006, Jones Apparel Group, Inc. ("Jones") and
certain of its subsidiaries entered into a Stock Purchase Agreement with Polo
Ralph Lauren Corporation ("Polo") and certain of its subsidiaries with
respect to the purchase by Polo of all outstanding stock of Sun Apparel, Inc.
("Sun"), a Jones subsidiary. At the time of Polo's purchase of Sun
stock, Sun will consist only of assets and liabilities primarily related to the
Polo Jeans Company business. Jones will retain distribution and product
development facilities in El Paso, Texas, along with certain working capital
items, including accounts receivable and accounts payable. In addition, as part
of the agreement, Jones will continue to provide certain support services,
including, manufacturing, distribution, information technology and other
financial and administrative functions, for a limited period of time. Since the
acquisition of Sun in 1998, Jones has sold Polo Jeans Company products under
license and design agreements entered into by Sun with Polo in 1995.
Jones and certain of its subsidiaries also entered into a settlement
agreement with Polo and certain of its subsidiaries, which provides for the
settlement of pending litigation between Jones and Polo regarding the
termination of license and design agreements under which Jones sold Lauren by
Ralph Lauren products.
The aggregate amount to be paid by Polo to Jones for the stock purchase and
the settlement is $355 million.
Jones Apparel Group, Inc. issued a press release on January 23, 2006, which
is attached hereto as Exhibit 99.1 and is furnished herewith.
Item 9.01  Financial Statements and Exhibits.
Exhibit No.
Description
99.1
Press Release of the Registrant dated January 23,
      2006.
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: January 23, 2006
3
Exhibit Index
Exhibit No.
Description
99.1
Press Release of
      the Registrant dated January 23, 2006.
4