<HTML><HEAD>
<TITLE>S-8</TITLE>
</HEAD>
<BODY><FONT size=1>
<P align=center>As filed with the Securities and Exchange Commission on June 12,
2003</P><U>
<P align=right>Registration No. 333-_____</P></U></FONT><FONT size=4>
<P align=center>SECURITIES AND EXCHANGE COMMISSION<BR>Washington, D.C.
20549</FONT><FONT
size=3><BR>_______________________________________________</P></FONT><B><FONT
size=5>
<P align=center>FORM S-8</P>
<P align=center></FONT>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933</P></B><FONT size=3>
<P
align=center>______________________________________________</P></FONT><B><FONT
size=6>
<P align=center>JONES APPAREL GROUP, INC.</FONT></B><FONT size=3><BR>(Exact name
of registrant as specified in its charter)</P></FONT>
<DIV align=center>
<CENTER>
<TABLE cellSpacing=0 cellPadding=0 width="75%" border=0>

  <TR>
    <TD align=center width="50%"><B>Pennsylvania&nbsp;</B>
      <P>(State or other jurisdiction of<br>
      incorporation or organization)</P></TD>
    <TD align=center width="50%"><B>06-0935166&nbsp;</B>
      <P>(I.R.S. Employer Identification
No.)<BR>&nbsp;&nbsp;</P></TD></TR></TABLE></CENTER></DIV><B>
<P align=center>250 Rittenhouse Circle<BR>Bristol, Pennsylvania 19007<BR>(215)
785-4000</B><BR>(Address of Principal Executive Offices)</P><FONT size=1>
<P
align=center>_______________________________________________________</P></FONT>
<P align=center><b>Employment Agreement between Jones Apparel Group, Inc. and
Mel Geliebter dated as of July 9, 2002</b></P>
<P align=center><b>Employment Agreement between R.S.V. Sport, Inc. and Susan
Geliebter dated July 9, 2002</b></P>
<P align=center><b>Employment Agreement between R.S.V. Sport, Inc. and Spencer
Rosenheck dated July 9, 2002</b></P>
<P align=center><b>Employment Agreement between R.S.V. Sport, Inc. and Albert
Schami dated July 9, 2002</b></P>
<P align=center><b>Employment Agreement between Jones International Limited and
Samuel Tang Wen Liang dated September 6, 2002</b></P>
<P align=center>(Full Title of Plans)</P>
<P align=center><B>IRA M. DANSKY, ESQ.<BR>Executive Vice President, General Counsel
and Secretary<BR>Jones Apparel Group,
Inc.<BR>1411 Broadway<BR>New York, New York 10018</B><BR>(Name and address of
agent for service)</P>
<P align=center>_____________________</P><B>
<P align=center>(212) 536-9526<BR></B>(Telephone Number, Including Area Code, of
Agent for Service)</P>
<P align=center><B>CALCULATION OF REGISTRATION FEE</B>
<hr noshade size="5" color="#000000">
<TABLE cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR>
    <TD
    style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px"
    align=left width="22%" valign="bottom"><B>
      <P align=left>Title of securities <BR>to be registered</B></P></TD>
    <TD
    style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px"
    align=left width="19%" valign="bottom"><B>
      <P align=left>Amount to be<BR>registered(1)</B></P></TD>
    <TD
    style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px"
    align=left width="20%" valign="bottom"><B>
      <P align=left>Proposed maximum offering price per share</B></P></TD>
    <TD
    style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px"
    align=left width="20%" valign="bottom"><B>
      <P align=left>Proposed maximum aggregate offering price (2)</B></P></TD>
    <TD
    style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px"
    align=left width="18%" valign="bottom"><B>
      <P align=left>Amount of registration&nbsp;fee</B></P></TD></TR>
  </TABLE>
<hr noshade color="#000000">
<TABLE cellSpacing=0 cellPadding=0 width="100%" border=0>
  <TR>
    <TD style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px" vAlign=bottom
    align=left width="22%">
      <P align=left><BR>Common Stock,&nbsp;<BR>$.01 par value</P></TD>
    <TD style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px" vAlign=bottom
    align=left width="19%">
      <P align=left><BR>325,000</P></TD>
    <TD style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px" vAlign=bottom
    align=left width="20%">
      <P align=left><BR>$27.845</P></TD>
    <TD style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px" vAlign=bottom
    align=left width="20%">
      <P align=left><BR>$9,049,625</P></TD>
    <TD style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px" vAlign=bottom
    align=left width="18%">
      <P align=left><BR>$732.11</P></TD></TR></TABLE>
<hr noshade size="5" color="#000000">
<FONT
size=1></FONT><FONT size=2><BR></FONT>
<DIV align=center>
<CENTER>
<TABLE cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR>
    <TD vAlign=top width="3%"><FONT size=2>(1)&nbsp; </FONT></TD>
    <TD vAlign=top width="97%"><font size="2">This Registration Statement also
      covers additional shares of Common Stock which may become issuable under
      the Employment Agreements listed above as a result of any stock splits,
      stock dividends, recapitalizations or similar transactions effected
      without the receipt of consideration which result in an increase in the
      number of the registrant's outstanding shares of Common Stock.<BR>&nbsp;&nbsp;</font></TD></TR>
  <TR>
    <TD vAlign=top width="3%"><FONT size=2>(2)&nbsp; </FONT></TD>
    <TD vAlign=top width="97%"><font size="2">Estimated solely for the purpose
      of calculating the registration fee in accordance with Rule 457. The
      proposed maximum aggregate offering price is based upon the average of the
      high and low sales prices for the Common Stock of $27.845 on June 9, 2003.</font></TD></TR></TABLE></CENTER></DIV><SMALL>
<P align=center>Page 1 of 10 Pages<BR>Exhibit Index appears on Page II-8</SMALL></P>
<HR color=#000000 noShade SIZE=1>
<P align=center><b>PART I</b></P>
<P align=center><b>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</b></P>
<P align=left><b>Item 1. Plan Information</b></P>
<P align=left>&nbsp;&nbsp;&nbsp; All information required by Part I to be
contained in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933, as
amended (the &quot;Securities Act&quot;) and the Note to Part I of Form S-8.<br>
</P>
<P align=left><b>Item 2. Registrant Information and Employee Plan Annual
Information</b></P>
<P align=left>&nbsp;&nbsp;&nbsp; All information required by Part I to be
contained in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act and the Note to
Part I of Form S-8.</P>
<P align=center>1</P><B>
<DIV align=left>
<HR color=#000000 noShade SIZE=1>
</DIV></B>
<p align="center"><b>PART II</b></p>
<p align="center"><b>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b></p>
<p><b>Item 3. Incorporation of Documents by Reference</b></p>
<p>&nbsp;&nbsp;&nbsp; The following documents which have been filed by the
registrant with the SEC are incorporated in this Registration Statement by
reference:&nbsp;</p>
<ol>
  <li>
    <p style="line-height: 100%; margin-top: 15">The registrant's Annual Report
    on Form 10-K for the fiscal year ended December 31, 2002 filed on March 25,
    2003.&nbsp;</li>
  <li>
    <p style="line-height: 100%; margin-top: 15">All other reports filed by the
    registrant under Section 13(a) or 15(d) of the Securities and Exchange Act
    of 1934, as amended (the &quot;Exchange Act&quot;) since December 31, 2002.</li>
  <li>
    <p style="line-height: 100%; margin-top: 15">The description of the
    registrant's Common Stock contained in the registrant's Registration
    Statement on Form 8-A filed on April 19, 1991 pursuant to Section 12 of the
    Exchange Act, including any amendment or report filed for the purpose of
    amending such description.</li>
</ol>
<p>&nbsp;&nbsp;&nbsp; In addition, all reports and documents filed by the
registrant under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities being offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in and to be part of this Registration Statement from
the filing date of each such document.&nbsp;</p>
<p><b>Item 4. Description of Securities&nbsp;</b></p>
<p>&nbsp;&nbsp;&nbsp; Not Applicable.&nbsp;</p>
<p><b>Item 5. Interests of Named Experts and Counsel&nbsp;</b></p>
<p>&nbsp;&nbsp;&nbsp; Not Applicable.</p>
<p><b>Item 6. Indemnification of Directors and Officers</b></p>
<p>&nbsp;&nbsp;&nbsp; Sections 1741 through 1750 of Subchapter D, Chapter 17, of
the Pennsylvania Business Corporation Law of 1988, as amended (the &quot;BCL&quot;),
contain provisions for mandatory and discretionary indemnification of a
corporation's directors, officers and other personnel, and related matters.
Section 1741 provides that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or</p>
<p align="center">II-1</p>
<hr noshade size="1" color="#000000">
<p>investigative (other than an action by or in the right of the corporation),
by reason of the fact that he or she is or was a representative of the
corporation, or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the
action or proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The termination of any action
or proceeding by judgment, order, settlement or conviction or upon a plea of
nolo contendere or its equivalent shall not of itself create a presumption that
the person did not act in good faith and in a manner that he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had reasonable cause to believe that
his or her conduct was unlawful.</p>
<p>&nbsp;&nbsp;&nbsp; Section 1742 provides that a corporation shall have the
power to indemnify any person who was or is a party, or is threatened to be made
a party, to any threatened, pending or completed action by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that he
or she is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of the action if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interest of the
corporation. Indemnification shall not be made under Section 1742 in respect of
any claim, issue or matter as to which the person has been adjudged to be liable
to the corporation unless and only to the extent that the court of common pleas
of the judicial district embracing the county in which the registered office of
the corporation is located or the court in which the action was brought
determines upon application, that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for the expenses that the court of common pleas or other
court deems proper.</p>
<p>&nbsp;&nbsp;&nbsp; Section 1743 provides that to the extent that a
representative of a corporation has been successful on the merits or otherwise
in defense of any action or proceeding referred to in Sections 1741 or 1742 or
in defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorney fees) actually and reasonably incurred by
him or her in connection therewith.</p>
<p>&nbsp;&nbsp;&nbsp; Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that the representative
met the applicable standard of conduct, and the determination will be made by (i)
the board of directors by a majority vote of a quorum of directors who were not
parties to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.</p>
<P align=center>II-2</P>
<hr noshade size="1" color="#000000">
<P align=left>&nbsp;&nbsp;&nbsp; Section 1745 provides that expenses incurred by
a representative in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of the action or
proceeding upon receipt of an undertaking by or on behalf of the person to repay
the amount if it shall ultimately be determined that he or she is not entitled
to be indemnified by the corporation.</P>
<P align=left>&nbsp;&nbsp;&nbsp; Section 1746 provides generally that, except in
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness, the indemnification and advancement of expenses provided by
Subchapter 17D of the BCL shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding that office.</P>
<P align=left>&nbsp;&nbsp;&nbsp; Section 1747 also grants a corporation the
power to purchase and maintain insurance on behalf of any representative against
any liability incurred by him or her in his or her capacity as a representative,
whether or not the corporation would have the power to indemnify him against the
liability under Subchapter 17D of the BCL.</P>
<P align=left>&nbsp;&nbsp;&nbsp; Sections 1748 and 1749 extend the
indemnification and advancement of expenses provisions contained in Subchapter
17D of the BCL to successor corporations in fundamental changes and to
representatives serving as fiduciaries of employee benefit plans.</P>
<P align=left>&nbsp;&nbsp;&nbsp; Section 1750 provides that the indemnification
and advancement of expense provided by, or granted pursuant to, Subchapter 17D
of the BCL shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a representative of the corporation
and shall inure to the benefit of the heirs and personal representative of that
person.</P>
<P align=left>&nbsp;&nbsp;&nbsp; Section 8.1 of the Amended and Restated By-laws
of Jones Apparel Group, Inc. (&quot;By-laws&quot;) provides that a Director
shall not be personally liable for monetary damages for any action taken or any
failure to take any action other than as expressly provided in 42 Pa.C.S.
Section 8364. 15 Pa.C.S Section 1713 (the successor provision to 42 Pa.C.S.
Section 8364) states that, subject to certain exceptions, if a bylaw adopted by
the shareholders of a corporation so provides, a director shall not be
personally liable for monetary damages for any action taken unless he has
breached or failed to perform the duties of his office and the breach or failure
to perform constitutes self-dealing, willful misconduct or recklessness.</P>
<P align=left>&nbsp;&nbsp;&nbsp; Section 8.2 of the By-laws provide that the
registrant shall indemnify each officer and director to the full extent
permitted by the BCL and other present or future provisions of Pennsylvania law
and shall pay and advance expenses for any matters covered by such
indemnification.</P>
<P align=center>II-3</P>
<hr noshade size="1" color="#000000">
<p>&nbsp;&nbsp;&nbsp; The registrant has in effect insurance policies in the
amount of $45 million for general officers' and directors' liability and $15
million for fiduciary liability insurance covering all of the registrant's
directors and officers in certain instances where by law they may not be
indemnified by the registrant.&nbsp;</p>
<p><b>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.</b></p>
<p>&nbsp;&nbsp;&nbsp; Not Applicable.</p>
<p><b>ITEM 8. EXHIBITS.</b></p>
<p>&nbsp;&nbsp;&nbsp; See Exhibit Index at page II-8.</p>
<p><b>ITEM 9. UNDERTAKINGS.</b></p>
<p>&nbsp;&nbsp;&nbsp; The undersigned registrant hereby undertakes:</p>
<p>&nbsp;&nbsp;&nbsp; (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:</p>
<blockquote>
  <p>&nbsp;&nbsp;&nbsp; (i) To include any prospectus are required by Section
  10(a)(3) of the Securities Act of 1933;</p>
  <p>&nbsp;&nbsp;&nbsp; (ii) To reflect in the prospectus any facts or events
  arising after the effective date of the registration statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  Registration Statement; and</p>
  <p>&nbsp;&nbsp;&nbsp; (iii) To include any material information with respect
  to the plan of distribution not previously disclosed in the registration
  statement or any material change to such information in the Registration
  Statement;</p>
</blockquote>
<p><i>provided, however</i>, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.</p>
<p>&nbsp;&nbsp;&nbsp; (2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial <i>bona fide</i> offering thereof.</p>
<p>&nbsp;&nbsp;&nbsp; (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.</p>
<p align="center">II-4</p>
<hr noshade size="1" color="#000000">
<p>&nbsp;&nbsp;&nbsp; The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.</p>
<p>&nbsp;&nbsp;&nbsp; Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.</p>
<p align="center">II-5</p>
<hr noshade size="1" color="#000000">
<P align=center><B>SIGNATURES</P></B>
<P>&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bristol, Commonwealth of Pennsylvania, on June
12, 2003.</P>
<DIV align=center>
<CENTER>
<TABLE cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR>
    <TD width="50%"></TD>
    <TD width="50%">JONES APPAREL GROUP, INC.
      <P>By: <U>/s/ Wesley R. Card</U>&nbsp;&nbsp;&nbsp;&nbsp;<BR>Name: Wesley
      R. Card<BR>Title: Chief Operating and Financial
Officer</P></TD></TR></TABLE></CENTER></DIV>
<P>&nbsp;</P><B><FONT size=3>
<P align=center>POWER OF ATTORNEY</P></FONT></B>
<p>&nbsp;&nbsp;&nbsp; KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ira M. Dansky, Wesley R. Card
and Patrick M. Farrell, and each of them, his true and lawful attorneys-in-fact
and agent with full power of substitution for him and in his name, place and
stead, in any and all capacities to sign any and all amendments (including
pre-effective and post-effective amendments) to this Registration Statement on
Form S-8, and to file the same with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, grants unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might and could do in
person, and hereby ratifies and confirms all that said attorneys-in-fact and
agents or their substitutes may lawfully do or cause to be done by virtue
hereof.</p>
<p>&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following persons in
the capacities and on the date indicated.</p>
<DIV align=center>
<CENTER>
<TABLE cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR>
    <TD align=middle width="33%"><B><U>Signature<BR></U>&nbsp;&nbsp;</B></TD>
    <TD align=middle width="39%"><B><U>Title<BR></U>&nbsp;&nbsp;</B></TD>
    <TD align=middle width="28%"><B><U>Date<BR></U>&nbsp;&nbsp;</B></TD></TR>
  <tr>
    <TD vAlign=top width="33%"><U>
      <P>/s/ Peter Boneparth<BR></U>Peter Boneparth<BR>&nbsp;&nbsp;</P></TD>
    <TD vAlign=top width="39%">
      <P>President, Chief Executive Officer and Director</P></TD>
    <TD vAlign=top align=middle width="28%">June 12, 2003</TD>
  </tr>
  <tr>
    <TD vAlign=top width="33%"><U>
      <P>/s/ Sidney Kimmel<BR></U>Sidney Kimmel<BR>&nbsp;&nbsp;</P></TD>
    <TD vAlign=top width="39%">
      <P>Chairman and Director<BR></P></TD>
    <TD vAlign=top align=middle width="28%">June 12, 2003</TD>
  </tr>
  <tr>
    <TD vAlign=top width="33%"><U>
      <P>/s/ Wesley R. Card<BR></U>Wesley R. Card<BR>&nbsp;&nbsp;</P></TD>
    <TD vAlign=top width="39%">
      <P>Chief Operating and Financial Officer<BR>(Principal Financial Officer)</P></TD>
    <TD vAlign=top align=middle width="28%">June 12, 2003</TD>
  </tr>
  </TABLE></CENTER></DIV>
<P align=center><BR>II-6</P>
<HR color=#000000 noShade SIZE=1>

<P>&nbsp;</P>
<DIV align=center>
<CENTER>
<TABLE cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR>
    <TD vAlign=top width="33%"><U>
      <P>/s/ Patrick M. Farrell<BR></U>Patrick M.
      Farrell<BR>&nbsp;&nbsp;<BR>&nbsp;&nbsp;</P></TD>
    <TD vAlign=top width="39%">Senior Vice President and Corporate Controller
      (Principal Accounting Officer)</TD>
    <TD vAlign=top align=middle width="28%">June 12, 2003</TD></TR>
  <TR>
    <TD vAlign=top width="33%"><U>
      <P>/s/ Geraldine Stutz<BR></U>Geraldine Stutz<BR>&nbsp;&nbsp;</P></TD>
    <TD vAlign=top width="39%">Director</TD>
    <TD vAlign=top align=middle width="28%">June 12, 2003</TD></TR>
  <TR>
    <TD vAlign=top width="33%"><U>
      <P>/s/ Howard Gittis<BR></U>Howard Gittis<BR>&nbsp;&nbsp;</P></TD>
    <TD vAlign=top width="39%">Director</TD>
    <TD vAlign=top align=middle width="28%">June 12, 2003</TD></TR>
  <TR>
    <TD vAlign=top width="33%"><U>
      <P>/s/ Anthony F. Scarpa<BR></U>Anthony F. Scarpa<BR>&nbsp;&nbsp;</P></TD>
    <TD vAlign=top width="39%">Director</TD>
    <TD vAlign=top align=middle width="28%">June 12, 2003</TD></TR>
  <tr>
    <TD vAlign=top width="33%"><U>
      <P>/s/ Matthew H. Kamens<BR></U>Matthew H. Kamens<BR>&nbsp;&nbsp;</P></TD>
    <TD vAlign=top width="39%">Director</TD>
    <TD vAlign=top align=middle width="28%">June 12, 2003</TD>
  </tr>
  <tr>
    <TD vAlign=top width="33%"><U>
      <P>/s/ Michael L. Tarnopol<BR></U>Michael L. Tarnopol<BR>&nbsp;&nbsp;</P></TD>
    <TD vAlign=top width="39%">Director</TD>
    <TD vAlign=top align=middle width="28%">June 12, 2003</TD>
  </tr>
  <TR>
    <TD vAlign=top width="33%"><U>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR></U>J. Robert Kerrey<BR>&nbsp;&nbsp;</P></TD>
    <TD vAlign=top width="39%">Director</TD>
    <TD vAlign=top align=middle width="28%">_________</TD></TR></TABLE></CENTER></DIV>
<P align=center><BR>II-7</P>
<hr noshade size="1" color="#000000">
<B>
<P align=center>EXHIBIT INDEX</P>
<DIV align=center>
<CENTER>
<TABLE cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR>
    <TD width="11%"><B>
      <P>Exhibit<BR><U>Number</U><BR>&nbsp;&nbsp;</B> </P></TD>
    <TD width="89%">
      <P align=center><B>&nbsp;&nbsp;<BR><U>Description</U><BR>&nbsp;&nbsp;</B>
      </P></TD></TR></B>
  <TR>
    <TD vAlign=top align=left width="11%">4.1&nbsp;</TD>
    <TD vAlign=top align=left width="89%">Provisions of the Amended and Restated
      Articles of Incorporation that define the rights of security holders of
      Jones Apparel Group, Inc. (incorporated by reference to Jones Apparel
      Group, Inc.'s Annual Report on Form 10-K for the year ended December 31,
      1998).<BR>&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top align=left width="11%">4.2</TD>
    <TD vAlign=top align=left width="89%">Provisions of the Amended and Restated
      By-laws of Jones Apparel Group, Inc. that define the rights of security
      holders of Jones Apparel Group, Inc. (incorporated by reference to Jones
      Apparel Group, Inc.'s Quarterly Report on Form 10-Q for the six months
      ended July 6, 2002).<BR>&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top align=left width="11%">5.1*</TD>
    <TD vAlign=top align=left width="89%">Opinion of Ira M. Dansky, General
      Counsel of Jones Apparel Group, Inc., regarding the legality of the
      securities being registered.<BR>&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top align=left width="11%">23.1</TD>
    <TD vAlign=top align=left width="89%">Consent of Ira M. Dansky, Esq.
      (included as part of Exhibit 5.1 to this Registration Statement).<BR>&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top align=left width="11%">23.2*</TD>
    <TD vAlign=top align=left width="89%">Consent of BDO Seidman,
      LLP.<BR>&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top align=left width="11%">24.1</TD>
    <TD vAlign=top align=left width="89%">Power of Attorney (included on the
      signature page of this Registration
Statement).</TD></TR></TABLE></CENTER></DIV><FONT size=3>
<P>________________</P></FONT>
<P>*Filed herewith.</P>
<P align=center>II-8</P>
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S-8
As filed with the Securities and Exchange Commission on June 12,
2003
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
_______________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
______________________________________________
JONES APPAREL GROUP, INC.
(Exact name
of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of
incorporation or organization)
06-0935166
(I.R.S. Employer Identification
No.)
250 Rittenhouse Circle
Bristol, Pennsylvania 19007
(215)
785-4000
(Address of Principal Executive Offices)
_______________________________________________________
Employment Agreement between Jones Apparel Group, Inc. and
Mel Geliebter dated as of July 9, 2002
Employment Agreement between R.S.V. Sport, Inc. and Susan
Geliebter dated July 9, 2002
Employment Agreement between R.S.V. Sport, Inc. and Spencer
Rosenheck dated July 9, 2002
Employment Agreement between R.S.V. Sport, Inc. and Albert
Schami dated July 9, 2002
Employment Agreement between Jones International Limited and
Samuel Tang Wen Liang dated September 6, 2002
(Full Title of Plans)
IRA M. DANSKY, ESQ.
Executive Vice President, General Counsel
and Secretary
Jones Apparel Group,
Inc.
1411 Broadway
New York, New York 10018
(Name and address of
agent for service)
_____________________
(212) 536-9526
(Telephone Number, Including Area Code, of
Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be
registered(1)
Proposed maximum offering price per share
Proposed maximum aggregate offering price (2)
Amount of registration fee
Common Stock,
$.01 par value
325,000
$27.845
$9,049,625
$732.11
(1)
This Registration Statement also
      covers additional shares of Common Stock which may become issuable under
      the Employment Agreements listed above as a result of any stock splits,
      stock dividends, recapitalizations or similar transactions effected
      without the receipt of consideration which result in an increase in the
      number of the registrant's outstanding shares of Common Stock.
(2)
Estimated solely for the purpose
      of calculating the registration fee in accordance with Rule 457. The
      proposed maximum aggregate offering price is based upon the average of the
      high and low sales prices for the Common Stock of $27.845 on June 9, 2003.
Page 1 of 10 Pages
Exhibit Index appears on Page II-8
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
All information required by Part I to be
contained in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act") and the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual
Information
All information required by Part I to be
contained in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act and the Note to
Part I of Form S-8.
1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been filed by the
registrant with the SEC are incorporated in this Registration Statement by
reference:
The registrant's Annual Report
    on Form 10-K for the fiscal year ended December 31, 2002 filed on March 25,
    2003.
All other reports filed by the
    registrant under Section 13(a) or 15(d) of the Securities and Exchange Act
    of 1934, as amended (the "Exchange Act") since December 31, 2002.
The description of the
    registrant's Common Stock contained in the registrant's Registration
    Statement on Form 8-A filed on April 19, 1991 pursuant to Section 12 of the
    Exchange Act, including any amendment or report filed for the purpose of
    amending such description.
In addition, all reports and documents filed by the
registrant under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities being offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in and to be part of this Registration Statement from
the filing date of each such document.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Sections 1741 through 1750 of Subchapter D, Chapter 17, of
the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"),
contain provisions for mandatory and discretionary indemnification of a
corporation's directors, officers and other personnel, and related matters.
Section 1741 provides that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or
II-1
investigative (other than an action by or in the right of the corporation),
by reason of the fact that he or she is or was a representative of the
corporation, or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the
action or proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The termination of any action
or proceeding by judgment, order, settlement or conviction or upon a plea of
nolo contendere or its equivalent shall not of itself create a presumption that
the person did not act in good faith and in a manner that he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had reasonable cause to believe that
his or her conduct was unlawful.
Section 1742 provides that a corporation shall have the
power to indemnify any person who was or is a party, or is threatened to be made
a party, to any threatened, pending or completed action by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that he
or she is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of the action if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interest of the
corporation. Indemnification shall not be made under Section 1742 in respect of
any claim, issue or matter as to which the person has been adjudged to be liable
to the corporation unless and only to the extent that the court of common pleas
of the judicial district embracing the county in which the registered office of
the corporation is located or the court in which the action was brought
determines upon application, that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for the expenses that the court of common pleas or other
court deems proper.
Section 1743 provides that to the extent that a
representative of a corporation has been successful on the merits or otherwise
in defense of any action or proceeding referred to in Sections 1741 or 1742 or
in defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorney fees) actually and reasonably incurred by
him or her in connection therewith.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that the representative
met the applicable standard of conduct, and the determination will be made by (i)
the board of directors by a majority vote of a quorum of directors who were not
parties to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.
II-2
Section 1745 provides that expenses incurred by
a representative in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of the action or
proceeding upon receipt of an undertaking by or on behalf of the person to repay
the amount if it shall ultimately be determined that he or she is not entitled
to be indemnified by the corporation.
Section 1746 provides generally that, except in
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness, the indemnification and advancement of expenses provided by
Subchapter 17D of the BCL shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding that office.
Section 1747 also grants a corporation the
power to purchase and maintain insurance on behalf of any representative against
any liability incurred by him or her in his or her capacity as a representative,
whether or not the corporation would have the power to indemnify him against the
liability under Subchapter 17D of the BCL.
Sections 1748 and 1749 extend the
indemnification and advancement of expenses provisions contained in Subchapter
17D of the BCL to successor corporations in fundamental changes and to
representatives serving as fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification
and advancement of expense provided by, or granted pursuant to, Subchapter 17D
of the BCL shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a representative of the corporation
and shall inure to the benefit of the heirs and personal representative of that
person.
Section 8.1 of the Amended and Restated By-laws
of Jones Apparel Group, Inc. ("By-laws") provides that a Director
shall not be personally liable for monetary damages for any action taken or any
failure to take any action other than as expressly provided in 42 Pa.C.S.
Section 8364. 15 Pa.C.S Section 1713 (the successor provision to 42 Pa.C.S.
Section 8364) states that, subject to certain exceptions, if a bylaw adopted by
the shareholders of a corporation so provides, a director shall not be
personally liable for monetary damages for any action taken unless he has
breached or failed to perform the duties of his office and the breach or failure
to perform constitutes self-dealing, willful misconduct or recklessness.
Section 8.2 of the By-laws provide that the
registrant shall indemnify each officer and director to the full extent
permitted by the BCL and other present or future provisions of Pennsylvania law
and shall pay and advance expenses for any matters covered by such
indemnification.
II-3
The registrant has in effect insurance policies in the
amount of $45 million for general officers' and directors' liability and $15
million for fiduciary liability insurance covering all of the registrant's
directors and officers in certain instances where by law they may not be
indemnified by the registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Exhibit Index at page II-8.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus are required by Section
  10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
  arising after the effective date of the registration statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  Registration Statement; and
(iii) To include any material information with respect
  to the plan of distribution not previously disclosed in the registration
  statement or any material change to such information in the Registration
  Statement;
provided, however
, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
II-4
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bristol, Commonwealth of Pennsylvania, on June
12, 2003.
JONES APPAREL GROUP, INC.
By:
/s/ Wesley R. Card
Name: Wesley
      R. Card
Title: Chief Operating and Financial
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ira M. Dansky, Wesley R. Card
and Patrick M. Farrell, and each of them, his true and lawful attorneys-in-fact
and agent with full power of substitution for him and in his name, place and
stead, in any and all capacities to sign any and all amendments (including
pre-effective and post-effective amendments) to this Registration Statement on
Form S-8, and to file the same with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, grants unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might and could do in
person, and hereby ratifies and confirms all that said attorneys-in-fact and
agents or their substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following persons in
the capacities and on the date indicated.
Signature
Title
Date
/s/ Peter Boneparth
Peter Boneparth
President, Chief Executive Officer and Director
June 12, 2003
/s/ Sidney Kimmel
Sidney Kimmel
Chairman and Director
June 12, 2003
/s/ Wesley R. Card
Wesley R. Card
Chief Operating and Financial Officer
(Principal Financial Officer)
June 12, 2003
II-6
/s/ Patrick M. Farrell
Patrick M.
      Farrell
Senior Vice President and Corporate Controller
      (Principal Accounting Officer)
June 12, 2003
/s/ Geraldine Stutz
Geraldine Stutz
Director
June 12, 2003
/s/ Howard Gittis
Howard Gittis
Director
June 12, 2003
/s/ Anthony F. Scarpa
Anthony F. Scarpa
Director
June 12, 2003
/s/ Matthew H. Kamens
Matthew H. Kamens
Director
June 12, 2003
/s/ Michael L. Tarnopol
Michael L. Tarnopol
Director
June 12, 2003
J. Robert Kerrey
Director
_________
II-7
EXHIBIT INDEX
Exhibit
Number
Description
4.1
Provisions of the Amended and Restated
      Articles of Incorporation that define the rights of security holders of
      Jones Apparel Group, Inc. (incorporated by reference to Jones Apparel
      Group, Inc.'s Annual Report on Form 10-K for the year ended December 31,
      1998).
4.2
Provisions of the Amended and Restated
      By-laws of Jones Apparel Group, Inc. that define the rights of security
      holders of Jones Apparel Group, Inc. (incorporated by reference to Jones
      Apparel Group, Inc.'s Quarterly Report on Form 10-Q for the six months
      ended July 6, 2002).
5.1*
Opinion of Ira M. Dansky, General
      Counsel of Jones Apparel Group, Inc., regarding the legality of the
      securities being registered.
23.1
Consent of Ira M. Dansky, Esq.
      (included as part of Exhibit 5.1 to this Registration Statement).
23.2*
Consent of BDO Seidman,
      LLP.
24.1
Power of Attorney (included on the
      signature page of this Registration
Statement).
________________
*Filed herewith.
II-8