<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>April 7, 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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On April 7, 2006, the Compensation
Committee of the Board of Directors (the &quot;Committee&quot;) of Jones Apparel
Group, Inc. (the &quot;Company&quot;) approved performance measures and target
and maximum bonuses applicable to the payment of cash bonuses under the
Company's Executive Annual Incentive Plan for the 2006 fiscal year to the
following four executive officers: Peter Boneparth, Wesley R. Card, Rhonda J.
Brown and Ira M. Dansky (the &quot;Executive Officers&quot;). In addition, on
April 7, 2006, the Committee approved the corporate performance targets
applicable to the vesting of performance vesting restricted stock granted to the
Executive Officers on March 6, 2006 under the Company's 1999 Stock Incentive
Plan.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The performance measures selected
by the Committee applicable to the payment of cash bonuses for 2006
include both corporate performance components and an individual performance
component. The corporate performance components for the executive officers with
corporate responsibilities, i.e., Messrs. Boneparth, Card and Dansky, are
budgeted net income and operating cash flow. Complementary financial targets for
the Company's accessories, footwear and retail businesses will be established for Ms.
Brown by Mr. Boneparth, subject to approval by the Committee. No bonuses will be
paid if actual results for the 2006 fiscal year are more than 10% below the
budgeted financial targets. The Committee defined guidelines for how actual
awards will vary above and below the targeted amounts depending upon the
corporate or financial components and individual performance objectives. Maximum
cash bonus awards for 2006 are set at 125% of the target amounts for achievement
of 110% or more of the target.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Vesting restrictions as to
restricted stock granted to the Executive Officers on March 6, 2006 lapse as to
all of the shares on the second business day immediately following the Company's
public announcement of its fourth quarter financial results for the year 2008,
provided that the Company achieves certain net income and operating cash flow
targets, in each case subject to adjustment by the Committee in its discretion
to exclude the effects of certain items or events. The vesting formula allows
for 50% of such shares to vest when 100% of the net income target is met, and
50% of such shares to vest when 100% of the operating cash flow target is met;
in each case, the shares will not vest if less than 90% of the applicable
targeted amount is achieved. For every 1% below the applicable target, the
applicable number of vesting shares is reduced by 5%.</p>
<P align=center>2</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: April 11, 2006</P>
<P align=center>&nbsp;3</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": "06752896"}, "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):
April 7, 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 April 7, 2006, the Compensation
Committee of the Board of Directors (the "Committee") of Jones Apparel
Group, Inc. (the "Company") approved performance measures and target
and maximum bonuses applicable to the payment of cash bonuses under the
Company's Executive Annual Incentive Plan for the 2006 fiscal year to the
following four executive officers: Peter Boneparth, Wesley R. Card, Rhonda J.
Brown and Ira M. Dansky (the "Executive Officers"). In addition, on
April 7, 2006, the Committee approved the corporate performance targets
applicable to the vesting of performance vesting restricted stock granted to the
Executive Officers on March 6, 2006 under the Company's 1999 Stock Incentive
Plan.
The performance measures selected
by the Committee applicable to the payment of cash bonuses for 2006
include both corporate performance components and an individual performance
component. The corporate performance components for the executive officers with
corporate responsibilities, i.e., Messrs. Boneparth, Card and Dansky, are
budgeted net income and operating cash flow. Complementary financial targets for
the Company's accessories, footwear and retail businesses will be established for Ms.
Brown by Mr. Boneparth, subject to approval by the Committee. No bonuses will be
paid if actual results for the 2006 fiscal year are more than 10% below the
budgeted financial targets. The Committee defined guidelines for how actual
awards will vary above and below the targeted amounts depending upon the
corporate or financial components and individual performance objectives. Maximum
cash bonus awards for 2006 are set at 125% of the target amounts for achievement
of 110% or more of the target.
Vesting restrictions as to
restricted stock granted to the Executive Officers on March 6, 2006 lapse as to
all of the shares on the second business day immediately following the Company's
public announcement of its fourth quarter financial results for the year 2008,
provided that the Company achieves certain net income and operating cash flow
targets, in each case subject to adjustment by the Committee in its discretion
to exclude the effects of certain items or events. The vesting formula allows
for 50% of such shares to vest when 100% of the net income target is met, and
50% of such shares to vest when 100% of the operating cash flow target is met;
in each case, the shares will not vest if less than 90% of the applicable
targeted amount is achieved. For every 1% below the applicable target, the
applicable number of vesting shares is reduced by 5%.
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/ Efthimios P. Sotos
Efthimios P. Sotos
Chief Financial
      Officer
Date: April 11, 2006
3