<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>May 31, 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 noshade size="1" color="#000000">
<p>Item 1.01 Entry Into A Material Definitive Agreement</p>
<p>On May 31, 2006, Jones Apparel Group, Inc. (the
&quot;Company&quot;) adopted the Jones Apparel Group, Inc. Severance Plan (the
&quot;Plan&quot;), effective May 31, 2006. The Plan is intended to provide
severance benefits to corporate employees, retail employees of Barney's, Inc.
and retail employees employed by Jones Retail Corporation at the level of
District Sales Manager or above, who are regular full-time employees employed in the
United States.&nbsp; Union employees are not eligible under the Plan.</p>
<p>The Plan provides for payment of severance benefits, under the conditions
described in the Plan, to employees whose employment is terminated involuntarily
for the reasons described in the Plan, including reduction in staff or layoff,
position elimination, closure of a business unit or organization restructuring.</p>
<p>Following a qualifying involuntary termination, eligible employees are
entitled to receive severance benefits, in accordance with guidelines set forth
in the Plan, for a period of time determined by the employee's length of service
and job classification (i.e., executive vice president and above; vice president
and above but below the level of executive vice president; or employee below the
level of vice president). Severance benefits consist of continued salary at the
same rate as in effect immediately prior to termination and, in some cases,
continued group health benefits coverage. If an employee is entitled to receive
severance benefits under an employment contract or other written agreement with
the Company or other plan or arrangement
maintained by the Company, the severance benefits under the Plan will be reduced
by the amount of such other severance benefits; if such other severance benefits
are greater in the aggregate, then the employee will not receive benefits under
the Plan and shall instead receive severance benefits under such other plan,
arrangement or agreement. The Company has discretion to
determine the amount of severance benefits to be provided to an eligible
employee under the Plan, on a case-by-case basis.</p>
<p>The foregoing description of the Plan does not purport to be complete and is
qualified in its entirety by reference to the Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein
by reference.</p>
<p>In addition, on June 5, 2006, the Company entered into an amended and
restated employment agreement (the &quot;Agreement&quot;) with Efthimios P.
Sotos, effective as of June 5, 2006, with respect to his employment as Chief
Financial Officer. Capitalized terms used in this summary but not otherwise
defined herein shall have the meanings attributed to them in the Agreement.</p>
<p>The term of the Agreement is for three years ending on June 30, 2009, unless
renewed for an additional 12-month period at the Company's option. Mr. Sotos'
annual salary under the Agreement will not be less than $500,000, and he is
entitled to receive annual bonuses in accordance with the Executive Annual
Incentive Plan. Mr. Sotos is also eligible to receive, at the discretion of the
Compensation Committee of the Board of Directors, annual grants of restricted
stock and/or stock options, in such amounts and subject to such terms and
conditions as determined by the Compensation Committee. Mr. Sotos 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. Sotos' employment for &quot;Cause&quot; or if
he resigns without &quot;Good Reason,&quot; Mr. Sotos will receive only his
unpaid salary through the date of termination or resignation. If Mr. Sotos'
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. Sotos' employment without
&quot;Cause&quot; or Mr. Sotos 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, 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 participation in benefit plans and practices for
the remainder of the term of the Agreement and (v) reimbursement for up to
$10,000 of executive outplacement services.</p>
<p align="center">2</p>
<hr noshade size="1" color="#000000">
<p>If the Company terminates Mr. Sotos' employment without &quot;Cause&quot; or
Mr. Sotos 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. Sotos' 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 Agreement.</p>
<p>The Agreement also provides for vesting of all previously unvested options
and restricted stock upon (i) termination of Mr. Sotos' employment due to
&quot;Retirement,&quot; death or &quot;Disability,&quot; (ii) a &quot;Change in
Control,&quot; (iii) resignation by Mr. Sotos 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 Agreement also contains non-competition restrictions during his
employment and for the duration of the &quot;Severance Period&quot; (i.e., the
period from the termination date through the expiration of the term of the
Agreement), provided that the Company is making the payments due to him (as
described above). Mr. Sotos 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 summary of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the Agreement, which is filed as
Exhibit 10.2 hereto and is incorporated herein by reference.</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="12%"><u>Exhibit No.</u></TD>
    <TD vAlign=top width="88%"><u>Description</u></TD></TR>

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

  <tr>
    <TD vAlign=top width="12%">10.1</TD>
    <TD vAlign=top width="88%">Jones Apparel Group, Inc. Severance Plan and
      Summary Plan Description.<BR>&nbsp;&nbsp; </TD>
  </tr>

  <TR>
    <TD vAlign=top width="12%">10.2</TD>
    <TD vAlign=top width="88%">Amended and Restated Employment Agreement dated
      as of June 5, 2006 between Jones Apparel Group,
      Inc. and Efthimios P. Sotos.<BR>&nbsp;&nbsp; </TD></TR></TABLE>
<P align=center>3</P>
<HR noshade size="1" color="#000000">
<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/ Efthimios P. Sotos&nbsp;</U><BR>&nbsp;&nbsp;&nbsp;&nbsp;
      Efthimios P. Sotos<BR>&nbsp;&nbsp;&nbsp;&nbsp; Chief Financial
      Officer</P></TD></TR></TABLE></CENTER></DIV>
<P>&nbsp;Date: June 5, 2006</P>
<P align=center>&nbsp;4</P>
<HR noshade size="1" color="#000000">
<P align=left>Exhibit Index</P>
<TABLE border=0 cellPadding=0 width="100%" id="table3">

  <TR>
    <TD vAlign=top width="12%"><u>Exhibit No.</u></TD>
    <TD vAlign=top width="88%"><u>Description</u></TD></TR>

  </TABLE>
<TABLE border=0 cellPadding=0 width="100%" id="table4">

  <tr>
    <TD vAlign=top width="12%">10.1</TD>
    <TD vAlign=top width="88%">Jones Apparel Group, Inc. Severance Plan and
      Summary Plan Description.<BR>&nbsp;&nbsp; </TD>
  </tr>

  <TR>
    <TD vAlign=top width="12%">10.2</TD>
    <TD vAlign=top width="88%">Amended and Restated Employment Agreement dated
      as of June 5, 2006 between Jones Apparel Group,
      Inc. and Efthimios P. Sotos.<BR>&nbsp;&nbsp; </TD></TR></TABLE>
<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):
May 31, 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 1.01 Entry Into A Material Definitive Agreement
On May 31, 2006, Jones Apparel Group, Inc. (the
"Company") adopted the Jones Apparel Group, Inc. Severance Plan (the
"Plan"), effective May 31, 2006. The Plan is intended to provide
severance benefits to corporate employees, retail employees of Barney's, Inc.
and retail employees employed by Jones Retail Corporation at the level of
District Sales Manager or above, who are regular full-time employees employed in the
United States.  Union employees are not eligible under the Plan.
The Plan provides for payment of severance benefits, under the conditions
described in the Plan, to employees whose employment is terminated involuntarily
for the reasons described in the Plan, including reduction in staff or layoff,
position elimination, closure of a business unit or organization restructuring.
Following a qualifying involuntary termination, eligible employees are
entitled to receive severance benefits, in accordance with guidelines set forth
in the Plan, for a period of time determined by the employee's length of service
and job classification (i.e., executive vice president and above; vice president
and above but below the level of executive vice president; or employee below the
level of vice president). Severance benefits consist of continued salary at the
same rate as in effect immediately prior to termination and, in some cases,
continued group health benefits coverage. If an employee is entitled to receive
severance benefits under an employment contract or other written agreement with
the Company or other plan or arrangement
maintained by the Company, the severance benefits under the Plan will be reduced
by the amount of such other severance benefits; if such other severance benefits
are greater in the aggregate, then the employee will not receive benefits under
the Plan and shall instead receive severance benefits under such other plan,
arrangement or agreement. The Company has discretion to
determine the amount of severance benefits to be provided to an eligible
employee under the Plan, on a case-by-case basis.
The foregoing description of the Plan does not purport to be complete and is
qualified in its entirety by reference to the Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein
by reference.
In addition, on June 5, 2006, the Company entered into an amended and
restated employment agreement (the "Agreement") with Efthimios P.
Sotos, effective as of June 5, 2006, with respect to his employment as Chief
Financial Officer. Capitalized terms used in this summary but not otherwise
defined herein shall have the meanings attributed to them in the Agreement.
The term of the Agreement is for three years ending on June 30, 2009, unless
renewed for an additional 12-month period at the Company's option. Mr. Sotos'
annual salary under the Agreement will not be less than $500,000, and he is
entitled to receive annual bonuses in accordance with the Executive Annual
Incentive Plan. Mr. Sotos is also eligible to receive, at the discretion of the
Compensation Committee of the Board of Directors, annual grants of restricted
stock and/or stock options, in such amounts and subject to such terms and
conditions as determined by the Compensation Committee. Mr. Sotos 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. Sotos' employment for "Cause" or if
he resigns without "Good Reason," Mr. Sotos will receive only his
unpaid salary through the date of termination or resignation. If Mr. Sotos'
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. Sotos' employment without
"Cause" or Mr. Sotos 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, 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 participation in benefit plans and practices for
the remainder of the term of the Agreement and (v) reimbursement for up to
$10,000 of executive outplacement services.
2
If the Company terminates Mr. Sotos' employment without "Cause" or
Mr. Sotos 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. Sotos' 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 Agreement.
The Agreement also provides for vesting of all previously unvested options
and restricted stock upon (i) termination of Mr. Sotos' employment due to
"Retirement," death or "Disability," (ii) a "Change in
Control," (iii) resignation by Mr. Sotos 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 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
Agreement), provided that the Company is making the payments due to him (as
described above). Mr. Sotos 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 summary of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the Agreement, which is filed as
Exhibit 10.2 hereto and is incorporated herein by reference.
Item 9.01  Financial Statements and Exhibits.
Exhibit No.
Description
10.1
Jones Apparel Group, Inc. Severance Plan and
      Summary Plan Description.
10.2
Amended and Restated Employment Agreement dated
      as of June 5, 2006 between Jones Apparel Group,
      Inc. and Efthimios P. Sotos.
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/ Efthimios P. Sotos
Efthimios P. Sotos
Chief Financial
      Officer
Date: June 5, 2006
4
Exhibit Index
Exhibit No.
Description
10.1
Jones Apparel Group, Inc. Severance Plan and
      Summary Plan Description.
10.2
Amended and Restated Employment Agreement dated
      as of June 5, 2006 between Jones Apparel Group,
      Inc. and Efthimios P. Sotos.
5