<HTML><HEAD><TITLE>Form 8-K</TITLE>
</HEAD>
<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>June 5,
2008</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=center width="34%">
      <P align=center>Pennsylvania
      <HR color=#000000 noShade SIZE=1>
      (State or Other Jurisdiction of Incorporation) </TD>
    <TD vAlign=top align=center width="30%">
      <P align=center>1-10746
      <HR color=#000000 noShade SIZE=1>
      (Commission File Number)</TD>
    <TD vAlign=top align=center 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=center width="25%"></TD>
    <TD align=center 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=center width="25%"></TD></TR>
  <TR>
    <TD align=center width="25%"></TD>
    <TD align=center width="50%">(212) 642-3860
      <HR color=#000000 noShade SIZE=1>
      (Registrant's telephone number, including area code)</TD>
    <TD align=center width="25%"></TD></TR>
  <TR>
    <TD align=center width="25%"></TD>
    <TD align=center width="50%">Not Applicable
      <HR color=#000000 noShade SIZE=1>
       Former name or former address, if changed since last report</TD>
    <TD align=center 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>[&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 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On June 6, 2008, Jones Apparel
Group, Inc. (&quot;<u>Jones</u>&quot;) entered into two Amended and Restated
Five-Year Credit Agreements, dated as of that date (the &quot;<u>Restated Credit
Agreements</u>&quot;), among Jones Apparel Group USA, Inc. (formerly known as
Kasper, Ltd., &quot;<u>Jones USA</u>&quot;), Jones, Jones Apparel Group
Holdings, Inc., Nine West Footwear Corporation, and Jones Retail Corporation
(collectively, the &quot;<u>Additional Obligors</u>&quot; and, together with
Jones USA, the &quot;<u>Credit Parties</u>&quot;), the lending institutions
party thereto (the &quot;<u>Lenders</u>&quot;), Citigroup Global Markets Inc.
and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners,
Wachovia Bank, National Association, as Administrative Agent for the Lenders
(the &quot;<u>Administrative Agent</u>&quot;), JPMorgan Chase Bank, N.A. and
Citibank, N.A., as Syndication Agents for the Lenders, and Bank of America, N.A.,
Barclays Bank PLC and SunTrust Bank as Documentation Agents.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The first Amended and Restated
Credit Agreement (the &quot;<u>Restated 2004 Credit Agreement</u>&quot;) amends
and restates the $1 billion Five-Year Credit Agreement, dated as of June 15,
2004, as amended (the &quot;<u>Original 2004 Credit Agreement</u>&quot;), among
Jones USA, the Additional Obligors, the lending institutions party thereto, and
Wachovia Bank, National Association, as Administrative Agent for such lenders,
and the second Amended and Restated Credit Agreement (the &quot;<u>Restated 2005
Credit Agreement</u>&quot;) amends and restates the $750 million Five-Year
Credit Agreement, dated as of May 16, 2005, as amended (the &quot;<u>Original
2005 Credit Agreement</u>&quot; and, together with the Original 2004 Credit
Agreement, the &quot;<u>Original Credit Agreements</u>&quot;), among Jones USA,
the Additional Obligors, the lending institutions party thereto, and Wachovia
Bank, National Association, as Administrative Agent for such lenders.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Restated 2004 Credit Agreement
provides for a revolving credit facility of up to $500 million, and the Restated
2005 Credit Agreement continues to provide for a revolving credit facility of up
to $750 million. The entire amount of the revolving credit facilities under the
Restated Credit Agreements is available for advances and the issuance of trade
and standby letters of credit, and the proceeds of borrowings can be used to
refinance existing indebtedness, to fund working capital and for general
corporate purposes, including acquisitions. Borrowing spreads and fees for
letters of credit are based on spreads above LIBOR and other available interest
rates, with the spreads changing based upon a pricing grid. Additionally, the
Restated 2005 Credit Agreement facility size may be increased at any time or
from time to time, at the request of Jones USA (but subject to its ability to
identify a lender or lenders willing to participate in such increase), in
minimum increments of $25 million, by an aggregate principal amount of up to
$100 million. The Restated 2004 Credit Agreement will mature on June 15, 2009,
and the Restated 2005 Credit Agreement will mature on May 16, 2010, at which
time all outstanding amounts and letters of credit under the respective maturing
Restated Credit Agreement will be due and payable.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Restated Credit Agreements
effected modifications to the pricing provisions and covenants of the Original
Credit Agreements (and in the case of the Restated 2004 Credit Agreement,
effected a reduction in the facility size of the Original 2004 Credit Agreement)
and are otherwise substantially similar to the Original Credit Agreements, which
they replace. The Restated Credit Agreements contain representations, warranties
and covenants customary for financings of this type including, without
limitation, covenants requiring maintenance of a minimum Interest Coverage
Ratio, a maximum Covenant Debt to EBITDA Ratio and a minimum Asset Coverage
Ratio (each as defined in the Restated Credit Agreements), and covenants
limiting the Credit Parties' ability to (1) incur debt and guaranty obligations,
(2) incur liens, (3) make loans, advances, investments and acquisitions, (4)
merge or liquidate, (5) sell or transfer assets, (6) pay dividends, repurchase
shares, or make distributions to stockholders, and (7) engage in transactions
with affiliates.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Events of Default under the
Restated Credit Agreements (subject to customary grace periods and cure rights)
are also customary for financings of this type and include, but are not limited
to, (i) failure to pay interest, principal or fees when due; (ii) material
breach of representations or warranties, (iii) covenant default, (iv)
cross-default to other debt in excess of an agreed amount, (v) a change in
control, (vi) insolvency or bankruptcy, (vii) customary defaults under the
Employee Retirement Income Security Act of 1974, and (viii) monetary judgment
default in excess of an agreed amount. If an Event of Default occurs, the
Administrative Agent may terminate the Restated Credit Agreements and declare
the loans then outstanding, together with all other amounts owed to the Lenders
and the Administrative Agent under the Restated Credit Agreements, to be
immediately due and payable. All of the Additional Obligors are jointly and
severally liable with Jones USA for all obligations of Jones USA under the
Restated Credit Agreements.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The descriptions above are
summaries and are qualified in their entirety by the Restated Credit Agreements,
which are filed as exhibits to this report and incorporated herein by reference.
Capitalized terms not defined in this report shall have their respective
meanings as set forth in the Restated Credit Agreements.</p>
<p>Item 8.01&nbsp; Other Events.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As previously announced, on
September 6, 2007, Jones entered
into an accelerated share repurchase (&quot;ASR&quot;) agreement with Goldman,
Sachs &amp; Co. (&quot;Goldman&quot;) to
repurchase $400 million of Jones's outstanding common stock.&nbsp; Purchases
under the ASR&nbsp; were subject to collar provisions that established minimum
and maximum numbers of shares based generally on the volume-weighted average
price of Jones's common stock during the term of the ASR program. Final settlement of the ASR program
was scheduled for no
later than July 19, 2008 and could occur earlier at the option of Goldman or
later under certain circumstances.&nbsp; Through June 5, 2008, 17.9 million
shares had been delivered by Goldman to Jones under the terms of the ASR. On
June 5, 2008, Goldman informed Jones that it had concluded the ASR. As a
result, Jones received a final delivery of 3.1 million shares on June 10, 2008,
bringing the aggregate number of shares received under the ASR program to 21.0
million shares.&nbsp; No cash was required to complete the final delivery of
shares.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A copy of the press release announcing
the completion of the $1.25 billion amended and restated bank credit facilities and the
conclusion of the ASR
program is attached as Exhibit 99.1 to this report.</p>
<P align="justify">Item 9.01&nbsp; Financial Statements and Exhibits.</P>
<TABLE id=table1 cellPadding=0 width="100%" border=0 cellspacing="10">

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

  <TR>
    <TD vAlign=top width="12%">10.1</TD>
    <TD vAlign=top width="88%">Amendment No. 3 dated as of June 6, 2008 to the Amended and Restated Five-Year Credit Agreement
      dated as of June 15, 2004 by and among Jones Apparel Group USA, Inc., the
      other Additional Obligors referred to therein, the Lenders referred to
      therein and Wachovia Bank, National Association, as agent for the
      Lenders. </TD></TR>

  <tr>
    <TD vAlign=top width="12%">10.2</TD>
    <TD vAlign=top width="88%">Amendment No. 2 dated as of June 6, 2008 to the Amended and Restated Five-Year Credit Agreement
      dated as of May 16, 2005 by and among Jones Apparel Group USA, Inc., the
      other Additional Obligors referred to therein, the Lenders referred to
      therein and Wachovia Bank, National Association, as agent for the
      Lenders.</TD>
  </tr>

  <TR>
    <TD vAlign=top width="12%">99.1</TD>
    <TD vAlign=top width="88%">Press Release of the Registrant dated June 11,
      2008.</TD></TR></TABLE>
<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
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: June 11, 2008</P>
<P align=center>&nbsp;3</P>
<HR noshade size="1" color="#000000">

<P align=left>Exhibit Index</P>
<DIV align=left>
<TABLE cellPadding=0 width="100%" border=0 cellspacing="10">

  <tr>
    <TD vAlign=top width="12%"><U>Exhibit No.</U></TD>
    <TD vAlign=top width="88%"><U>Description</U> </TD>
  </tr>
  <tr>
    <TD vAlign=top width="12%">10.1</TD>
    <TD vAlign=top width="88%">Amendment No. 3 dated as of June 6, 2008 to the Amended and Restated Five-
      Year Credit Agreement dated as of June 15, 2004 by and among Jones Apparel Group USA, Inc., the
      other Additional Obligors referred to therein, the Lenders referred to
      therein and Wachovia Bank, National Association, as agent for the
      Lenders. </TD>
  </tr>
  <tr>
    <TD vAlign=top width="12%">10.2</TD>
    <TD vAlign=top width="88%">Amendment No. 2 dated as of June 6, 2008 to the Amended and Restated Five-
      Year Credit Agreement dated as of May 16, 2005 by and among Jones Apparel Group USA, Inc., the
      other Additional Obligors referred to therein, the Lenders referred to
      therein and Wachovia Bank, National Association, as agent for the
      Lenders.</TD>
  </tr>
  <tr>
    <TD vAlign=top width="12%">99.1</TD>
    <TD vAlign=top width="88%">Press Release of the Registrant dated June 11,
      2008.</TD>
  </tr>
</TABLE></DIV>
<P align=center>4</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):
June 5,
2008
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On June 6, 2008, Jones Apparel
Group, Inc. ("
Jones
") entered into two Amended and Restated
Five-Year Credit Agreements, dated as of that date (the "
Restated Credit
Agreements
"), among Jones Apparel Group USA, Inc. (formerly known as
Kasper, Ltd., "
Jones USA
"), Jones, Jones Apparel Group
Holdings, Inc., Nine West Footwear Corporation, and Jones Retail Corporation
(collectively, the "
Additional Obligors
" and, together with
Jones USA, the "
Credit Parties
"), the lending institutions
party thereto (the "
Lenders
"), Citigroup Global Markets Inc.
and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners,
Wachovia Bank, National Association, as Administrative Agent for the Lenders
(the "
Administrative Agent
"), JPMorgan Chase Bank, N.A. and
Citibank, N.A., as Syndication Agents for the Lenders, and Bank of America, N.A.,
Barclays Bank PLC and SunTrust Bank as Documentation Agents.
The first Amended and Restated
Credit Agreement (the "
Restated 2004 Credit Agreement
") amends
and restates the $1 billion Five-Year Credit Agreement, dated as of June 15,
2004, as amended (the "
Original 2004 Credit Agreement
"), among
Jones USA, the Additional Obligors, the lending institutions party thereto, and
Wachovia Bank, National Association, as Administrative Agent for such lenders,
and the second Amended and Restated Credit Agreement (the "
Restated 2005
Credit Agreement
") amends and restates the $750 million Five-Year
Credit Agreement, dated as of May 16, 2005, as amended (the "
Original
2005 Credit Agreement
" and, together with the Original 2004 Credit
Agreement, the "
Original Credit Agreements
"), among Jones USA,
the Additional Obligors, the lending institutions party thereto, and Wachovia
Bank, National Association, as Administrative Agent for such lenders.
The Restated 2004 Credit Agreement
provides for a revolving credit facility of up to $500 million, and the Restated
2005 Credit Agreement continues to provide for a revolving credit facility of up
to $750 million. The entire amount of the revolving credit facilities under the
Restated Credit Agreements is available for advances and the issuance of trade
and standby letters of credit, and the proceeds of borrowings can be used to
refinance existing indebtedness, to fund working capital and for general
corporate purposes, including acquisitions. Borrowing spreads and fees for
letters of credit are based on spreads above LIBOR and other available interest
rates, with the spreads changing based upon a pricing grid. Additionally, the
Restated 2005 Credit Agreement facility size may be increased at any time or
from time to time, at the request of Jones USA (but subject to its ability to
identify a lender or lenders willing to participate in such increase), in
minimum increments of $25 million, by an aggregate principal amount of up to
$100 million. The Restated 2004 Credit Agreement will mature on June 15, 2009,
and the Restated 2005 Credit Agreement will mature on May 16, 2010, at which
time all outstanding amounts and letters of credit under the respective maturing
Restated Credit Agreement will be due and payable.
The Restated Credit Agreements
effected modifications to the pricing provisions and covenants of the Original
Credit Agreements (and in the case of the Restated 2004 Credit Agreement,
effected a reduction in the facility size of the Original 2004 Credit Agreement)
and are otherwise substantially similar to the Original Credit Agreements, which
they replace. The Restated Credit Agreements contain representations, warranties
and covenants customary for financings of this type including, without
limitation, covenants requiring maintenance of a minimum Interest Coverage
Ratio, a maximum Covenant Debt to EBITDA Ratio and a minimum Asset Coverage
Ratio (each as defined in the Restated Credit Agreements), and covenants
limiting the Credit Parties' ability to (1) incur debt and guaranty obligations,
(2) incur liens, (3) make loans, advances, investments and acquisitions, (4)
merge or liquidate, (5) sell or transfer assets, (6) pay dividends, repurchase
shares, or make distributions to stockholders, and (7) engage in transactions
with affiliates.
Events of Default under the
Restated Credit Agreements (subject to customary grace periods and cure rights)
are also customary for financings of this type and include, but are not limited
to, (i) failure to pay interest, principal or fees when due; (ii) material
breach of representations or warranties, (iii) covenant default, (iv)
cross-default to other debt in excess of an agreed amount, (v) a change in
control, (vi) insolvency or bankruptcy, (vii) customary defaults under the
Employee Retirement Income Security Act of 1974, and (viii) monetary judgment
default in excess of an agreed amount. If an Event of Default occurs, the
Administrative Agent may terminate the Restated Credit Agreements and declare
the loans then outstanding, together with all other amounts owed to the Lenders
and the Administrative Agent under the Restated Credit Agreements, to be
immediately due and payable. All of the Additional Obligors are jointly and
severally liable with Jones USA for all obligations of Jones USA under the
Restated Credit Agreements.
The descriptions above are
summaries and are qualified in their entirety by the Restated Credit Agreements,
which are filed as exhibits to this report and incorporated herein by reference.
Capitalized terms not defined in this report shall have their respective
meanings as set forth in the Restated Credit Agreements.
Item 8.01  Other Events.
As previously announced, on
September 6, 2007, Jones entered
into an accelerated share repurchase ("ASR") agreement with Goldman,
Sachs & Co. ("Goldman") to
repurchase $400 million of Jones's outstanding common stock.  Purchases
under the ASR  were subject to collar provisions that established minimum
and maximum numbers of shares based generally on the volume-weighted average
price of Jones's common stock during the term of the ASR program. Final settlement of the ASR program
was scheduled for no
later than July 19, 2008 and could occur earlier at the option of Goldman or
later under certain circumstances.  Through June 5, 2008, 17.9 million
shares had been delivered by Goldman to Jones under the terms of the ASR. On
June 5, 2008, Goldman informed Jones that it had concluded the ASR. As a
result, Jones received a final delivery of 3.1 million shares on June 10, 2008,
bringing the aggregate number of shares received under the ASR program to 21.0
million shares.  No cash was required to complete the final delivery of
shares.
A copy of the press release announcing
the completion of the $1.25 billion amended and restated bank credit facilities and the
conclusion of the ASR
program is attached as Exhibit 99.1 to this report.
Item 9.01  Financial Statements and Exhibits.
Exhibit No.
Description
10.1
Amendment No. 3 dated as of June 6, 2008 to the Amended and Restated Five-Year Credit Agreement
      dated as of June 15, 2004 by and among Jones Apparel Group USA, Inc., the
      other Additional Obligors referred to therein, the Lenders referred to
      therein and Wachovia Bank, National Association, as agent for the
      Lenders.
10.2
Amendment No. 2 dated as of June 6, 2008 to the Amended and Restated Five-Year Credit Agreement
      dated as of May 16, 2005 by and among Jones Apparel Group USA, Inc., the
      other Additional Obligors referred to therein, the Lenders referred to
      therein and Wachovia Bank, National Association, as agent for the
      Lenders.
99.1
Press Release of the Registrant dated June 11,
      2008.
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: June 11, 2008
3
Exhibit Index
Exhibit No.
Description
10.1
Amendment No. 3 dated as of June 6, 2008 to the Amended and Restated Five-
      Year Credit Agreement dated as of June 15, 2004 by and among Jones Apparel Group USA, Inc., the
      other Additional Obligors referred to therein, the Lenders referred to
      therein and Wachovia Bank, National Association, as agent for the
      Lenders.
10.2
Amendment No. 2 dated as of June 6, 2008 to the Amended and Restated Five-
      Year Credit Agreement dated as of May 16, 2005 by and among Jones Apparel Group USA, Inc., the
      other Additional Obligors referred to therein, the Lenders referred to
      therein and Wachovia Bank, National Association, as agent for the
      Lenders.
99.1
Press Release of the Registrant dated June 11,
      2008.
4