<HTML><HEAD>
<TITLE>S-8</TITLE>
</HEAD>
<BODY><FONT size=1>
<P align=center>As filed with the Securities and Exchange Commission on May 29,
2009</P><U>
<P align=right>Registration No. 333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</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></B><FONT size=3>
<p align="center"><B><FONT
size=5>
FORM S-8</FONT></B></p>
<p align="center"><b>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</b></p>
<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>
<P align=center><b>1411 Broadway<br>
New York, New York 10018<br>
(212) 642-3860</b><BR>(Address of Principal Executive Offices)</P><FONT size=1>
<P
align=center>_______________________________________________________</P></FONT>
<p align="center"><b>JONES APPAREL GROUP, INC. 2009 LONG TERM INCENTIVE PLAN<br>
JONES APPAREL GROUP, INC. 1999 STOCK INCENTIVE PLAN<br>
JONES APPAREL GROUP, INC. 1996 STOCK OPTION PLAN</b><br>
(Full title of the plans)</p>
<P align=center><B>IRA M. DANSKY, ESQ.<BR>Executive Vice President, Secretary
and General Counsel<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>Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
&quot;accelerated filer and large accelerated filer&quot; in Rule 12b-2 of the
Exchange Act. (Check one):
</p>

<div align="center">
  <center>
  <table border="0" cellpadding="0" cellspacing="0" width="100%" id="table1">
    <tr>
      <td>Large accelerated filer [X]
      </td>
      <td>
        <p align="center">Accelerated filer [&nbsp;&nbsp; ]
      </td>
    </center>
    <td>
      <p align="center">Non-accelerated filer [&nbsp;&nbsp; ]
    </td>
    <td>
      <p align="right">Smaller reporting company [&nbsp;&nbsp; ]
    </td>
  </tr>
  </table>
</div>

<P align=center><B>CALCULATION OF REGISTRATION FEE</B>
<TABLE cellSpacing=0 cellPadding=3 width="100%" border=1 id="table8" bordercolor="#000000">
  <tr>
    <TD style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px" vAlign=bottom
    align=left width="22%">
      Title of securities <BR>to be registered</TD>
    <TD style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px" vAlign=bottom
    align=left width="19%">
      Amount to be<BR>registered(1)(2)</TD>
    <TD style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px" vAlign=bottom
    align=left width="20%">
      Proposed maximum offering price per share (3)</TD>
    <TD style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px" vAlign=bottom
    align=left width="20%">
      Proposed maximum aggregate offering price (3)</TD>
    <TD style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px" vAlign=bottom
    align=left width="22%">
      Amount of registration&nbsp;<br>
      fee(3)</TD>
    </tr>
	<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;$.01 par value per share: </P>
		<P align=left>Outstanding Option Shares (1)</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>6,809,535 shares</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>N/A</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>N/A</P></TD>
    <TD style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px" vAlign=bottom
    align=left width="22%">
      N/A (4)</TD>
    </tr>
  <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>Shares not previously registered</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>12,313,710 shares</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>$8.525</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>$104,974,378</P></TD>
    <TD style="margin-left: 5px; margin-right: 5px; margin-top: 4px; margin-bottom: 4px" vAlign=bottom
    align=left width="22%">
      $5,857.57 (5)</TD>
    </TR>
  <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>Total</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>19,123,245 shares</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>$8.525</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>$104,974,378</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>$5,857.57 (5)</P></TD></TR></TABLE>

<hr noshade color="#000000" size="1">
<table border="0" width="100%" id="table9">
	<tr>
		<td width="5%" valign="top">(1)</td>
		<td width="95%" valign="top">The Registrant is filing this Registration
		Statement to register the issuance of 1,850,000 shares of Common Stock,
		$.01 par value per share, of the Registrant (the "Common Stock")
		authorized for issuance under the Jones Apparel Group, Inc. 2009 Long
		Term Incentive Plan (the "New Plan". The number of shares available for
		issuance under the New Plan will be increased from time to time by, and
		this Registration Statement shall also include, up to 10,463,710
		additional shares of Common Stock subject to outstanding awards of stock
		options (the "Outstanding Option Shares") and outstanding awards of
		restricted stock under the Registrant's 1996 Stock Option Plan (the
		"1996 Plan") and/or the Registrant's 1999 Stock Incentive Plan (the
		"1999 Plan," and together with the 1996 Plan, the "Prior Plans") that
		are forfeited, terminated, cancelled or are subject to stock options
		that expire at the conclusion of their respective terms unexercised, as
		applicable, after May 19, 2009. This Registration Statement also
		includes an aggregate of 6,809,535 Outstanding Option Shares that may be
		issued pursuant to outstanding stock option awards under the Prior
		Plans.
		<p>An aggregate of 20,500,000 shares of Common Stock issuable under the
		1999 Plan were previously registered by the Registrant under
		Registration Statements on Form S-8 filed with the Securities and
		Exchange Commission (the "Commission") on the following dates: (i) June
		3, 2005 (File No. 333-125469); June 2, 2004 (File No. 333-116075); June
		12, 2003 (File No. 333-106052); August 2, 2001 (File No. 333-66578); and
		August 23, 1999 (File No. 333-85795) (collectively, the "1999 Plan
		Registration Statements"). A total of 2,000,000 shares of Common Stock
		issuable under the 1996 Plan were previously registered by the
		Registrant under a Registration Statement on Form S-8 filed with the
		Commission on August 15, 1996 (File No. 333-03767) (the "1996 Plan
		Registration Statement"). Concurrently with this Registration Statement,
		the Registrant has filed post-effective amendments to the 1999 Plan
		Registration Statements and the 1996 Plan Registration Statement,
		deregistering the Outstanding Option Shares, which are being carried
		forward under this Registration Statement. The post-effective amendment
		to the 1999 Plan Registration Statement also deregisters the shares of
		Common Stock under the 1999 Plan that had been available for grant but
		were not subject to any outstanding awards as of the close of business
		on May 19, 2009.<br>
&nbsp;</td>
	</tr>
	<tr>
		<td width="5%" valign="top">(2)</td>
		<td width="95%" valign="top">Pursuant to Rule 416 under the Securities
		Act of 1933, as amended (the "Securities Act"), this registration
		statement also covers any additional shares of Common Stock that may
		become issuable under the New Plan and the Prior Plans resulting from
		stock splits, stock dividends or similar transactions.<br>
&nbsp;</td>
	</tr>
	<tr>
		<td width="5%" valign="top">(3)</td>
		<td width="95%" valign="top">Calculated solely for purposes of this
		offering under Rule 457(h)(1) and 457(c) under the Securities Act on the
		basis of $8.525 per share, which represents the average of the high and
		low sales prices per share of the Common Stock of the Registrant as
		reported on the New York Stock Exchange on May 22, 2009. <br>
&nbsp;</td>
	</tr>
	<tr>
		<td width="5%" valign="top">(4)</td>
		<td width="95%" valign="top">The Registrant paid the required
		registration fee for each of the 1999 Plan Prior Registration Statements
		and the 1996 Plan Prior Registration Statement. Pursuant to
		Interpretation 89 under Section G of the Manual of Publicly Available
		Telephone Interpretations of the Division of Corporation Finance of the
		Commission (July 1997) and Instruction E to the General Instructions to
		Form S-8, the Registrant has carried forward the registration fee for
		the Outstanding Option Shares. <br>
&nbsp;</td>
	</tr>
	<tr>
		<td width="5%" valign="top">(5)</td>
		<td width="95%" valign="top">In accordance with Rule 457(p) under the
		Securities Act, the amount of the registration fee currently due is
		being offset by $5,857.57, which represents a portion of the $7,522.21
		registration fee previously paid by the Registrant with respect to
		2,000,000 unissued and unsold shares of Common Stock under the 1999 Plan
		previously registered by the Registrant on its Registration Statement on
		Form S-8 filed on June 3, 2005 (File No. 333-125469), which unissued and
		unsold securities are being removed from registration as of this date.
		After giving effect to such offset, no additional amount with respect to
		the registration fee applicable to this Registration Statement is due.</td>
	</tr>
</table>
<hr noshade color="#000000" size="1">
<p align="center"><b>PART II</b></p>
<p align="center"><b>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b></p>
<p><b>Item 3.&nbsp;&nbsp;&nbsp;&nbsp; Incorporation of Documents by Reference</b></p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following documents which have
been filed by the Registrant with the SEC are incorporated in this Registration
Statement by reference:</p>
<ol>
	<li>The Registrant's Annual Report on Form 10-K for the fiscal year ended
	December 31, 2008, filed on February 17, 2009.<br>
&nbsp;</li>
	<li>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, 2008. <br>
&nbsp;</li>
	<li>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;&nbsp;&nbsp;&nbsp;&nbsp; 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. </p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.</p>
<p><b>Item 4.&nbsp;&nbsp;&nbsp;&nbsp; Description of Securities</b></p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable.</p>
<p><b>Item 5.&nbsp;&nbsp;&nbsp;&nbsp; Interests of Named Experts and Counsel</b></p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The legal validity of the
Registrant's Common Stock being registered hereunder has been passed upon by Ira
M. Dansky, General Counsel of the Registrant. As of the date of the filing of
this Registration Statement, Mr. Dansky owned 142,559 shares of the Registrant's
Common Stock and options to purchase 210,000 shares of the Registrant's Common
Stock. </p>
<P align=center>II - 1</P>
<HR color=#000000 noShade SIZE=1>
<p><b>Item 6.&nbsp;&nbsp;&nbsp;&nbsp; Indemnification of Directors and Officers</b></p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 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;&nbsp;&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;&nbsp;&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 align="center">II - 2</p><hr noshade color="#000000" size="1">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&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>&nbsp;&nbsp;&nbsp;&nbsp;&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>&nbsp;&nbsp;&nbsp;&nbsp;&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>&nbsp;&nbsp;&nbsp;&nbsp;&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>&nbsp;&nbsp;&nbsp;&nbsp;&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>&nbsp;&nbsp;&nbsp;&nbsp;&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>&nbsp;&nbsp;&nbsp;&nbsp;&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>&nbsp;&nbsp;&nbsp;&nbsp;&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, the Pennsylvania Directors' Liability Act and</p>
<p align="center">II - 3</p><hr noshade color="#000000" size="1">
<p>other present or future provisions of Pennsylvania law and shall pay and
advance expenses for any matters covered by such indemnification.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Registrant has in effect
insurance policies in the amount of $65 million for general officers' and
directors' liability and $25 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. </p>
<p><b>ITEM 7.&nbsp;&nbsp;&nbsp;&nbsp; EXEMPTION FROM REGISTRATION CLAIMED. </b>
</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable. </p>
<p><b>ITEM 8.&nbsp;&nbsp;&nbsp;&nbsp; EXHIBITS. </b></p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; See Exhibit Index at page II-8.
</p>
<p><b>ITEM 9.&nbsp;&nbsp;&nbsp;&nbsp; UNDERTAKINGS. </b></p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A.&nbsp;&nbsp;&nbsp;&nbsp; The
undersigned Registrant hereby undertakes: </p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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>
	<blockquote>
		<p>&nbsp;&nbsp;&nbsp;&nbsp;&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;&nbsp;&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. Notwithstanding the foregoing, any increase or decrease in
		volume of securities offered (if the total dollar value of securities
		offered would not exceed that which was registered) and any deviation
		from the low or high end of the estimated maximum offering range may be
		reflected in the form of prospectus filed with the Commission pursuant
		to Rule 424(b) if, in the aggregate, the changes in volume and price
		represent no more than 20 percent change in the maximum aggregate
		offering price set forth in the "Calculation of Registration Fee" table
		in the effective Registration Statement; and </p>
		<p>&nbsp;&nbsp;&nbsp;&nbsp;&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>
</blockquote>
<p><i>provided, however</i>, that paragraphs (a)(1)(i) and (1)(ii) do not apply
if the Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment by these paragraphs is contained in
periodic reports filed with or furnished to the Commission by</p>
<p align="center">II - 4</p><hr noshade color="#000000" size="1">
<p>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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; B. 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 <i>bona fide</i> offering thereof.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; C. 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 Securities and Exchange Commission, 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">[Signature Page follows]</p>
<p align="center">II - 5</p>
<hr noshade color="#000000" size="1">
<P align=center><B>SIGNATURES</P></B>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&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 New York, State of
New York, on May 29, 2009.</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: President and Chief ExecutiveOfficer</P></TD></TR></TABLE></CENTER></DIV>
<P>&nbsp;</P><B><FONT size=3>
<P align=center>POWER OF ATTORNEY</P></FONT></B>
<DIV align=center>
<CENTER>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; KNOW ALL MEN BY THESE
PRESENTS, that each person whose signature appears below constitutes and
appoints Wesley R. Card, John T. McClain and Ira M. Dansky, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, 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, and 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 any of them, or their substitutes, may lawfully do or cause to be done
by virtue hereof.</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&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>
<table cellSpacing="8" width="100%" id="table3">
	<tr>
		<td align="middle" width="33%"><u>Signature</u></td>
		<td align="middle" width="45%"><u>Title</u></td>
		<td align="middle" width="22%"><u>Date</u></td>
	</tr>
	<tr>
		<td vAlign="top" width="33%"><u>/s/ Wesley R. Card</u><br>
		Wesley R. Card</td>
		<td vAlign="top" width="45%">President, Chief Executive Officer and
		Director<br>
		(Principal Executive Officer)</td>
		<td vAlign="top" width="22%">May 29, 2009</td>
	</tr>
	<tr>
		<td vAlign="top" width="33%"><u>/s/ Sidney Kimmel</u><br>
		Sidney Kimmel</td>
		<td vAlign="top" width="45%"><u></u>Chairman and Director&nbsp;<br>
&nbsp;</td>
		<td vAlign="top" width="22%">May 29, 2009&nbsp;</td>
	</tr>
	<tr>
		<td vAlign="top" width="33%"><u>/s/ John T. McClain</u><br>
		John T. McClain</td>
		<td vAlign="top" width="45%">Chief Financial Officer<br>
		(Principal Financial Officer)</td>
		<td vAlign="top" width="22%">May 29, 2009&nbsp;</td>
	</tr>
	</table>
</CENTER></DIV>
<P align=center><BR>II - 6</P>
<HR color=#000000 noShade SIZE=1>

<table cellSpacing="8" width="100%" id="table4">
	<tr>
		<td align="middle" width="33%"><u>Signature</u></td>
		<td align="middle" width="45%"><u>Title</u></td>
		<td align="middle" width="22%"><u>Date</u></td>
	</tr>
	<tr>
		<td vAlign="top" width="33%"><u>/s/ Christopher R. Cade</u><br>
		Christopher R. Cade</td>
		<td vAlign="top" width="45%">Executive Vice President, Chief Accounting
		Officer and Controller<br>
		(Principal Accounting Officer)</td>
		<td vAlign="top" width="22%">May 29, 2009&nbsp;</td>
	</tr>
	<tr>
		<td vAlign="top" width="33%"><u>/s/ Matthew H. Kamens</u><br>
		Matthew H. Kamens</td>
		<td vAlign="top" width="45%">Director</td>
		<td vAlign="top" width="22%">May 29, 2009&nbsp;</td>
	</tr>
	<tr>
		<td vAlign="top" width="33%"><u>/s/ J. Robert Kerrey</u><br>
		J. Robert Kerrey</td>
		<td vAlign="top" width="45%">Director</td>
		<td vAlign="top" width="22%">May 29, 2009&nbsp;</td>
	</tr>
	<tr>
		<td vAlign="top" width="33%"><u>/s/ Ann N. Reese</u><br>
		Ann N. Reese</td>
		<td vAlign="top" width="45%">Director</td>
		<td vAlign="top" width="22%">May 29, 2009&nbsp;</td>
	</tr>
	<tr>
		<td vAlign="top" width="33%"><u>/s/ Gerald C. Crotty</u><br>
		Gerald C. Crotty</td>
		<td vAlign="top" width="45%">Director</td>
		<td vAlign="top" width="22%">May 29, 2009&nbsp;</td>
	</tr>
	<tr>
		<td vAlign="top" width="33%"><u>/s/ Lowell W. Robinson</u><br>
		Lowell W. Robinson</td>
		<td vAlign="top" width="45%">Director</td>
		<td vAlign="top" width="22%">May 29, 2009&nbsp;</td>
	</tr>
	<tr>
		<td vAlign="top" width="33%"><u>/s/ Donna F. Zarcone</u><br>
		Donna F. Zarcone</td>
		<td vAlign="top" width="45%">Director</td>
		<td vAlign="top" width="22%">May 29, 2009&nbsp;</td>
	</tr>
	<tr>
		<td vAlign="top" width="33%"><u>/s/ Margaret H. Georgiadis</u><br>
		Margaret H. Georgiadis</td>
		<td vAlign="top" width="45%">Director</td>
		<td vAlign="top" width="22%">May 29, 2009&nbsp;</td>
	</tr>
	<tr>
		<td vAlign="top" width="33%"><u>/s/ Robert L. Mettler</u><br>
		Robert L. Mettler</td>
		<td vAlign="top" width="45%">Director</td>
		<td vAlign="top" width="22%">May 29, 2009&nbsp;</td>
	</tr>
</table>
<P align=center>II - 7</P>

<hr noshade color="#000000" size="1">
<p align="center"><b>EXHIBIT INDEX</b></p>
<table border="0" width="100%" id="table10">
	<tr>
		<td width="10%" valign="bottom"><b>Exhibit <u>Number<br>
		</u>&nbsp;</b></td>
		<td width="90%" valign="bottom">
		<p align="center"><b><u>Description<br>
		</u>&nbsp;</b></td>
	</tr>
	<tr>
		<td width="10%" valign="top">4.1 </td>
		<td width="90%" valign="top">Articles of Incorporation of the
		Registrant, as amended (incorporated by reference to Exhibit 3.1 of the
		Registrant's Annual Report on Form 10-K for the year ended December 31,
		1998).<br>
&nbsp;</td>
	</tr>
	<tr>
		<td width="10%" valign="top">4.2</td>
		<td width="90%" valign="top">Amended and Restated By-laws of the
		Registrant (incorporated by reference to Registrant's Quarterly Report
		on Form 10-Q for the six months ended July 7, 2007).<br>
&nbsp;</td>
	</tr>
	<tr>
		<td width="10%" valign="top">5.1*</td>
		<td width="90%" valign="top">Opinion of Ira M. Dansky, General Counsel
		of Jones Apparel Group, Inc., regarding the legality of the securities
		being registered.<br>
&nbsp;</td>
	</tr>
	<tr>
		<td width="10%" valign="top">23.1</td>
		<td width="90%" valign="top">Consent of Ira M. Dansky, Esq. (included as
		part of Exhibit 5.1 to this Registration Statement).<br>
&nbsp;</td>
	</tr>
	<tr>
		<td width="10%" valign="top">23.2*</td>
		<td width="90%" valign="top">Consent of BDO Seidman, LLP.<br>
&nbsp;</td>
	</tr>
	<tr>
		<td width="10%" valign="top">24.1</td>
		<td width="90%" valign="top">Power of Attorney (included on the
		signature page of this Registration Statement).<br>
&nbsp;</td>
	</tr>
	<tr>
		<td width="10%" valign="top">99.1</td>
		<td width="90%" valign="top">1996 Stock Option Plan (incorporated by
		reference to Exhibit 10.33 of the Registrant's Annual Report on Form
		10-K for the fiscal year ended December 31, 1996).<br>
&nbsp;</td>
	</tr>
	<tr>
		<td width="10%" valign="top">99.2</td>
		<td width="90%" valign="top">1999 Stock Incentive Plan (incorporated by
		reference to Exhibit 10.3 of the Registrant's Annual Report on Form 10-K
		for the fiscal year ended December 31, 2005).<br>
&nbsp;</td>
	</tr>
	<tr>
		<td width="10%" valign="top">99.3</td>
		<td width="90%" valign="top">2009 Long Term Incentive Plan (incorporated
		by reference to Annex B of the Registrant's Proxy Statement for the 2009
		Annual Meeting of Stockholders).<br>
&nbsp;</td>
	</tr>
</table>
<p>________________<br>
*Filed herewith</p>
<p align="center">II - 8</p>

</body>

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S-8
As filed with the Securities and Exchange Commission on May 29,
2009
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.)
1411 Broadway
New York, New York 10018
(212) 642-3860
(Address of Principal Executive Offices)
_______________________________________________________
JONES APPAREL GROUP, INC. 2009 LONG TERM INCENTIVE PLAN
JONES APPAREL GROUP, INC. 1999 STOCK INCENTIVE PLAN
JONES APPAREL GROUP, INC. 1996 STOCK OPTION PLAN
(Full title of the plans)
IRA M. DANSKY, ESQ.
Executive Vice President, Secretary
and General Counsel
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)
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer [X]
Accelerated filer [   ]
Non-accelerated filer [   ]
Smaller reporting company [   ]
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be
registered(1)(2)
Proposed maximum offering price per share (3)
Proposed maximum aggregate offering price (3)
Amount of registration
fee(3)
Common Stock, $.01 par value per share:
Outstanding Option Shares (1)
6,809,535 shares
N/A
N/A
N/A (4)
Shares not previously registered
12,313,710 shares
$8.525
$104,974,378
$5,857.57 (5)
Total
19,123,245 shares
$8.525
$104,974,378
$5,857.57 (5)
(1)
The Registrant is filing this Registration
		Statement to register the issuance of 1,850,000 shares of Common Stock,
		$.01 par value per share, of the Registrant (the "Common Stock")
		authorized for issuance under the Jones Apparel Group, Inc. 2009 Long
		Term Incentive Plan (the "New Plan". The number of shares available for
		issuance under the New Plan will be increased from time to time by, and
		this Registration Statement shall also include, up to 10,463,710
		additional shares of Common Stock subject to outstanding awards of stock
		options (the "Outstanding Option Shares") and outstanding awards of
		restricted stock under the Registrant's 1996 Stock Option Plan (the
		"1996 Plan") and/or the Registrant's 1999 Stock Incentive Plan (the
		"1999 Plan," and together with the 1996 Plan, the "Prior Plans") that
		are forfeited, terminated, cancelled or are subject to stock options
		that expire at the conclusion of their respective terms unexercised, as
		applicable, after May 19, 2009. This Registration Statement also
		includes an aggregate of 6,809,535 Outstanding Option Shares that may be
		issued pursuant to outstanding stock option awards under the Prior
		Plans.
An aggregate of 20,500,000 shares of Common Stock issuable under the
		1999 Plan were previously registered by the Registrant under
		Registration Statements on Form S-8 filed with the Securities and
		Exchange Commission (the "Commission") on the following dates: (i) June
		3, 2005 (File No. 333-125469); June 2, 2004 (File No. 333-116075); June
		12, 2003 (File No. 333-106052); August 2, 2001 (File No. 333-66578); and
		August 23, 1999 (File No. 333-85795) (collectively, the "1999 Plan
		Registration Statements"). A total of 2,000,000 shares of Common Stock
		issuable under the 1996 Plan were previously registered by the
		Registrant under a Registration Statement on Form S-8 filed with the
		Commission on August 15, 1996 (File No. 333-03767) (the "1996 Plan
		Registration Statement"). Concurrently with this Registration Statement,
		the Registrant has filed post-effective amendments to the 1999 Plan
		Registration Statements and the 1996 Plan Registration Statement,
		deregistering the Outstanding Option Shares, which are being carried
		forward under this Registration Statement. The post-effective amendment
		to the 1999 Plan Registration Statement also deregisters the shares of
		Common Stock under the 1999 Plan that had been available for grant but
		were not subject to any outstanding awards as of the close of business
		on May 19, 2009.
(2)
Pursuant to Rule 416 under the Securities
		Act of 1933, as amended (the "Securities Act"), this registration
		statement also covers any additional shares of Common Stock that may
		become issuable under the New Plan and the Prior Plans resulting from
		stock splits, stock dividends or similar transactions.
(3)
Calculated solely for purposes of this
		offering under Rule 457(h)(1) and 457(c) under the Securities Act on the
		basis of $8.525 per share, which represents the average of the high and
		low sales prices per share of the Common Stock of the Registrant as
		reported on the New York Stock Exchange on May 22, 2009.
(4)
The Registrant paid the required
		registration fee for each of the 1999 Plan Prior Registration Statements
		and the 1996 Plan Prior Registration Statement. Pursuant to
		Interpretation 89 under Section G of the Manual of Publicly Available
		Telephone Interpretations of the Division of Corporation Finance of the
		Commission (July 1997) and Instruction E to the General Instructions to
		Form S-8, the Registrant has carried forward the registration fee for
		the Outstanding Option Shares.
(5)
In accordance with Rule 457(p) under the
		Securities Act, the amount of the registration fee currently due is
		being offset by $5,857.57, which represents a portion of the $7,522.21
		registration fee previously paid by the Registrant with respect to
		2,000,000 unissued and unsold shares of Common Stock under the 1999 Plan
		previously registered by the Registrant on its Registration Statement on
		Form S-8 filed on June 3, 2005 (File No. 333-125469), which unissued and
		unsold securities are being removed from registration as of this date.
		After giving effect to such offset, no additional amount with respect to
		the registration fee applicable to this Registration Statement is due.
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, 2008, filed on February 17, 2009.
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, 2008.
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.
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.
Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4.     Description of Securities
Not applicable.
Item 5.     Interests of Named Experts and Counsel
The legal validity of the
Registrant's Common Stock being registered hereunder has been passed upon by Ira
M. Dansky, General Counsel of the Registrant. As of the date of the filing of
this Registration Statement, Mr. Dansky owned 142,559 shares of the Registrant's
Common Stock and options to purchase 210,000 shares of the Registrant's Common
Stock.
II - 1
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 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.
II - 2
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.
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, the Pennsylvania Directors' Liability Act and
II - 3
other present or future provisions of Pennsylvania law and shall pay and
advance expenses for any matters covered by such indemnification.
The Registrant has in effect
insurance policies in the amount of $65 million for general officers' and
directors' liability and $25 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.
A.     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. Notwithstanding the foregoing, any increase or decrease in
		volume of securities offered (if the total dollar value of securities
		offered would not exceed that which was registered) and any deviation
		from the low or high end of the estimated maximum offering range may be
		reflected in the form of prospectus filed with the Commission pursuant
		to Rule 424(b) if, in the aggregate, the changes in volume and price
		represent no more than 20 percent change in the maximum aggregate
		offering price set forth in the "Calculation of Registration Fee" table
		in the effective 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 (a)(1)(i) and (1)(ii) do not apply
if the Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment by these paragraphs is contained in
periodic reports filed with or furnished to the Commission by
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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.
B. 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.
C. 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 Securities and Exchange Commission, 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.
[Signature Page follows]
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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 New York, State of
New York, on May 29, 2009.
JONES APPAREL GROUP, INC.
By:
/s/ Wesley R. Card
Name: Wesley
      R. Card
Title: President and Chief ExecutiveOfficer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS, that each person whose signature appears below constitutes and
appoints Wesley R. Card, John T. McClain and Ira M. Dansky, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, 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, and 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 any of them, 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/ Wesley R. Card
Wesley R. Card
President, Chief Executive Officer and
		Director
(Principal Executive Officer)
May 29, 2009
/s/ Sidney Kimmel
Sidney Kimmel
Chairman and Director
May 29, 2009
/s/ John T. McClain
John T. McClain
Chief Financial Officer
(Principal Financial Officer)
May 29, 2009
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Signature
Title
Date
/s/ Christopher R. Cade
Christopher R. Cade
Executive Vice President, Chief Accounting
		Officer and Controller
(Principal Accounting Officer)
May 29, 2009
/s/ Matthew H. Kamens
Matthew H. Kamens
Director
May 29, 2009
/s/ J. Robert Kerrey
J. Robert Kerrey
Director
May 29, 2009
/s/ Ann N. Reese
Ann N. Reese
Director
May 29, 2009
/s/ Gerald C. Crotty
Gerald C. Crotty
Director
May 29, 2009
/s/ Lowell W. Robinson
Lowell W. Robinson
Director
May 29, 2009
/s/ Donna F. Zarcone
Donna F. Zarcone
Director
May 29, 2009
/s/ Margaret H. Georgiadis
Margaret H. Georgiadis
Director
May 29, 2009
/s/ Robert L. Mettler
Robert L. Mettler
Director
May 29, 2009
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EXHIBIT INDEX
Exhibit
Number
Description
4.1
Articles of Incorporation of the
		Registrant, as amended (incorporated by reference to Exhibit 3.1 of the
		Registrant's Annual Report on Form 10-K for the year ended December 31,
		1998).
4.2
Amended and Restated By-laws of the
		Registrant (incorporated by reference to Registrant's Quarterly Report
		on Form 10-Q for the six months ended July 7, 2007).
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).
99.1
1996 Stock Option Plan (incorporated by
		reference to Exhibit 10.33 of the Registrant's Annual Report on Form
		10-K for the fiscal year ended December 31, 1996).
99.2
1999 Stock Incentive Plan (incorporated by
		reference to Exhibit 10.3 of the Registrant's Annual Report on Form 10-K
		for the fiscal year ended December 31, 2005).
99.3
2009 Long Term Incentive Plan (incorporated
		by reference to Annex B of the Registrant's Proxy Statement for the 2009
		Annual Meeting of Stockholders).
________________
*Filed herewith
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