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<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 1, 2009</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
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>[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)&nbsp;<BR>[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)&nbsp;<BR>[ ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))</P>
<HR>

<FONT size=3>
<P align="justify">Item 7.01&nbsp; Regulation FD Disclosure.</P>
</FONT>
<p>On April 1, 2009, Jones Apparel Group, Inc. (the &quot;Company&quot;) announced that it, Jones Apparel Group Holdings,
Inc., Jones Apparel Group USA, Inc., Nine West Footwear Corporation and Jones
Retail Corporation have commenced a cash tender offer to purchase any and all of
their outstanding 4.250% Senior Notes due 2009 (the &quot;2009 Notes&quot;) as well as a
consent solicitation with respect to the 2009 Notes, their 5.125% Senior Notes
due 2014 (the &quot;2014 Notes&quot;) and their 6.125% Senior Notes due 2034 (together,
with the 2009 Notes and the 2014 Notes, the &quot;Notes&quot;) to amend the indenture
governing the Notes (the &quot;Indenture&quot;). The tender offer and the consent
solicitation are being conducted in connection with the Company's execution of a
new senior secured credit facility, as described below. The purpose of the
consent solicitation is to receive the necessary consents from the holders of
the Notes for proposed amendments to the Indenture to provide for a carveout to
the lien covenant for liens incurred in connection with the new senior secured
credit facility. The tender offer is scheduled to expire at 11:59 p.m., New York
City time, on April 29, 2009. The consent solicitation is scheduled to expire at
11:59 p.m., New York City time, on April 15, 2009, unless extended or earlier
terminated by the Issuers. The Company is offering holders who tender their 2009
Notes consideration equal to $980 per $1,000 principal amount of such 2009 Notes
validly tendered and is offering holders who deliver consents to the proposed
amendments a consent fee equal to $20 per $1,000 principal amount of Notes with
respect to which holders validly deliver consents. <br>
<br>
The completion of the tender offer and the consent solicitation are not
conditions to the execution and effectiveness of the new senior secured credit
facility although the amount of debt that will be able to be secured under the
new senior secured credit facility will be limited if the proposed amendments to
the Indenture are not effective. However, the tender offer and the consent
solicitation are conditioned upon, among other things, the receipt of the
consent of at least a majority in principal amount of the Notes outstanding and
the execution, effectiveness and availability of the new senior secured credit
facility. </p>
<p>The new senior secured credit facility will provide for borrowings of up to
an aggregate principal amount of $650 million, subject to a borrowing base
calculation, with portions available for swingline loans and letters of credit.
The new senior secured credit facility will mature, and the commitments
thereunder will terminate, on the third anniversary of the effective date.
Borrowings under the new senior secured credit facility will be secured by a
first-priority security interest in all of the personal property of the
borrowers and their subsidiaries. Loans under the new senior secured credit
facility will initially bear interest at the base rate plus 3.5% or the
Eurocurrency rate plus 4.5%. The borrowers will also pay certain fees including
(i) a commitment fee of 1.00% per annum on undrawn commitments (subject to
stepdowns), (ii) a standby letter of credit fee of 4.5% per annum and a
commercial letter of credit fee of 2.25% per annum, on the daily maximum amount
to be drawn under all letters of credit and (iii) customary administrative fees.
After two quarters, margins and fees will be subject to performance adjustments.
</p>
<p>The new senior credit facility will also be subject to customary covenants,
events of default and mandatory prepayment provisions.</p>
<div dir="ltr" align="left">
	The Company issued a press release
	on&nbsp;April 1, 2009 announcing the&nbsp;commencement
	of the tender offer and consent solicitation, which is attached
	hereto as Exhibit 99.1 and furnished herewith.</div>
<P align="justify">Item 9.01&nbsp; Financial Statements and Exhibits.</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=table1 cellPadding=0 width="100%" border=0>

  <TR>
    <TD vAlign=top width="8%">99.1</TD>
    <TD vAlign=top width="92%">Press Release of the Registrant dated April 1, 2009.&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
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%">JONES APPAREL GROUP, INC.<BR>(Registrant)
      <P>By:&nbsp;<U>/s/ John T. McClain&nbsp;</U><BR>&nbsp;&nbsp;&nbsp;&nbsp; John
		T. McClain<BR>&nbsp;&nbsp;&nbsp;&nbsp; Chief Financial
Officer</P></TD></TR></TABLE></CENTER></DIV>
<P>&nbsp;Date: April 1, 2009</P>
<P align=center>&nbsp;3</P>
<HR>

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

  <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 April 1,
	2009.</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": "09724849"}, "business-address": {"street1": "1411 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "2126423860"}, "mail-address": {"street1": "1411 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10018"}}
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 1, 2009
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.)
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 7.01  Regulation FD Disclosure.
On April 1, 2009, Jones Apparel Group, Inc. (the "Company") announced that it, Jones Apparel Group Holdings,
Inc., Jones Apparel Group USA, Inc., Nine West Footwear Corporation and Jones
Retail Corporation have commenced a cash tender offer to purchase any and all of
their outstanding 4.250% Senior Notes due 2009 (the "2009 Notes") as well as a
consent solicitation with respect to the 2009 Notes, their 5.125% Senior Notes
due 2014 (the "2014 Notes") and their 6.125% Senior Notes due 2034 (together,
with the 2009 Notes and the 2014 Notes, the "Notes") to amend the indenture
governing the Notes (the "Indenture"). The tender offer and the consent
solicitation are being conducted in connection with the Company's execution of a
new senior secured credit facility, as described below. The purpose of the
consent solicitation is to receive the necessary consents from the holders of
the Notes for proposed amendments to the Indenture to provide for a carveout to
the lien covenant for liens incurred in connection with the new senior secured
credit facility. The tender offer is scheduled to expire at 11:59 p.m., New York
City time, on April 29, 2009. The consent solicitation is scheduled to expire at
11:59 p.m., New York City time, on April 15, 2009, unless extended or earlier
terminated by the Issuers. The Company is offering holders who tender their 2009
Notes consideration equal to $980 per $1,000 principal amount of such 2009 Notes
validly tendered and is offering holders who deliver consents to the proposed
amendments a consent fee equal to $20 per $1,000 principal amount of Notes with
respect to which holders validly deliver consents.
The completion of the tender offer and the consent solicitation are not
conditions to the execution and effectiveness of the new senior secured credit
facility although the amount of debt that will be able to be secured under the
new senior secured credit facility will be limited if the proposed amendments to
the Indenture are not effective. However, the tender offer and the consent
solicitation are conditioned upon, among other things, the receipt of the
consent of at least a majority in principal amount of the Notes outstanding and
the execution, effectiveness and availability of the new senior secured credit
facility.
The new senior secured credit facility will provide for borrowings of up to
an aggregate principal amount of $650 million, subject to a borrowing base
calculation, with portions available for swingline loans and letters of credit.
The new senior secured credit facility will mature, and the commitments
thereunder will terminate, on the third anniversary of the effective date.
Borrowings under the new senior secured credit facility will be secured by a
first-priority security interest in all of the personal property of the
borrowers and their subsidiaries. Loans under the new senior secured credit
facility will initially bear interest at the base rate plus 3.5% or the
Eurocurrency rate plus 4.5%. The borrowers will also pay certain fees including
(i) a commitment fee of 1.00% per annum on undrawn commitments (subject to
stepdowns), (ii) a standby letter of credit fee of 4.5% per annum and a
commercial letter of credit fee of 2.25% per annum, on the daily maximum amount
to be drawn under all letters of credit and (iii) customary administrative fees.
After two quarters, margins and fees will be subject to performance adjustments.
The new senior credit facility will also be subject to customary covenants,
events of default and mandatory prepayment provisions.
The Company issued a press release
	on April 1, 2009 announcing the commencement
	of the tender offer and consent solicitation, which is attached
	hereto as Exhibit 99.1 and furnished herewith.
Item 9.01  Financial Statements and Exhibits.
Exhibit No.
Description
99.1
Press Release of the Registrant dated April 1, 2009.
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/ John T. McClain
John
		T. McClain
Chief Financial
Officer
Date: April 1, 2009
3
Exhibit Index
Exhibit No.
Description
99.1
Press Release of the Registrant dated April 1,
	2009.
4