8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
March 8, 2006

JONES APPAREL GROUP, INC.
(Exact Name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation) 1-10746 (Commission File Number) 06-0935166 (IRS Employer Identification No.)

250 Rittenhouse Circle
Bristol, PA 19007 (Address of principal executive offices)

(215) 785-4000 (Registrant's telephone number, including area code)

Not Applicable Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.

On March 8, 2006, Jones Apparel Group, Inc. (the "Company") and Wesley R. Card entered into an amendment to the Amended and Restated Employment Agreement dated as of March 11, 2002 between the Company and Mr. Card, as further amended on February 28, 2003, to reflect Mr. Card's cessation of service as the Company's Chief Financial Officer as of March 8, 2006 but continuation of service as the Company's Chief Operating Officer.  The foregoing description of the amendment is qualified in its entirety by reference to the full text of the amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 9, 2006, the Company issued a press release announcing that Efthimios P. Sotos had been appointed Chief Financial Officer of the Company, and Wesley R. Card had relinquished that position but would continue as the Company's Chief Operating Officer.  Mr. Sotos has served as Executive Vice President-Treasurer, Strategic and Financial Planning since September 2005.  He previously served as Corporate Vice President and Treasurer from 2001 to April 2002 and Senior Vice President and Treasurer from May 2002 to August 2005.  Mr. Sotos joined the Company in 1999 in connection with the Company's acquisition of Nine West Group Inc., where he was the Assistant Treasurer. 

The press release concerning these personnel changes, which took effect on March 8, 2006, is attached hereto as Exhibit 99.1 and furnished herewith. 

On July 1, 2004, the Company and Mr. Sotos entered into an employment agreement, which was amended effective as of July 1, 2004 (the "Employment Agreement").  The term of the Employment Agreement began on July 1, 2004 and ends on June 30, 2007.  The Employment Agreement provides that Mr. Sotos will serve as the Company's Senior Vice President and Treasurer of the Company, that his annual salary will be the greater of $315,000 per annum or such other amount as the Company may determine from time to time, and that he is eligible for an annual bonus under the applicable bonus program, payable in the sole discretion of the Company.  Mr. Sotos is also eligible to participate in employee benefit programs, including medical and dental plans, and is entitled to receive other benefits and vacation time on the same basis as other employees holding similar positions with the Company. 

If the Company terminates Mr. Sotos' employment for cause or if Mr. Sotos resigns, he will receive his unpaid salary through the date of termination and such benefits as are required by law.  In addition, as described below, if the Company elects to enforce non-competition restrictions after the termination date, he will receive non-competition payments.  If the Company terminates Mr. Sotos' employment without cause, he will receive his then current annual salary and continued benefits for the longer of the balance of the term of the Employment Agreement or the 12-month period immediately following the date of termination of his employment (such longer period, the "Severance Period"). 

The Employment Agreement contains non-competition restrictions during Mr. Sotos' employment.  If the Company terminates Mr. Sotos' employment without cause, the non-competition restrictions continue for the duration of the Severance Period, provided that the Company is making severance payments to him as described above.  If (i) the Company terminates Mr. Sotos' employment for cause or if Mr. Sotos resigns and (ii) within 12 months after the termination date, Mr. Sotos plans to engage in, or accepts a position with a third party that engages in, business activities that compete with those of the Company, Mr. Sotos must so notify the Company in writing.  Under those circumstances, the Company has the right to enforce non-competition restrictions during the period from the date of the notice until the first anniversary of the termination date, provided that it makes non-competition payment during each month of such period in an amount equal to Mr. Sotos' monthly salary as of the termination date (prorated for the portion of the month in which the Company makes such election).  Mr. Sotos is prohibited from interfering in the Company's employment of its employees while he is employed and during the period ending two years after the Severance Period.  The Employment Agreement also contains customary confidentiality, ownership of intellectual property and non-interference with customer and supplier provisions. 

In connection with Mr. Sotos' appointment as Chief Financial Officer, the Company anticipates entering into an amended and restated employment agreement with Mr. Sotos, the terms of which are not yet determined.

Exhibit No. Description

10.1	Amendment No. 2 dated March 8, 2006 to Amended and Restated Employment Agreement between Jones Apparel Group, Inc. and Wesley R. Card.
99.1	Press Release of the Registrant dated March 9, 2006.

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 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JONES APPAREL GROUP, INC.
(Registrant)

By: _____________________
      Efthimios P. Sotos
      Chief Financial Officer

 Date: March 9, 2006

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Exhibit Index

Exhibit No.	Description
10.1	Amendment No. 2 dated March 8, 2006 to Amended and Restated Employment Agreement between Jones Apparel Group, Inc. and Wesley R. Card.
99.1	Press Release of the Registrant dated March 9, 2006.

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EX-10.1

EXHIBIT 10.1

March 8, 2006

Mr. Wesley R. Card
Jones Apparel Group, Inc.
1411 Broadway
New York, New York 10018

Re: Amendment No. 2 to Amended and Restated Employment Agreement

Dear Mr. Card:

Reference is made to the Amended and Restated Employment Agreement dated as of March 11, 2002 by and between you and Jones Apparel Group, Inc. (the "Company"), as amended by the letter agreement by and between you and the Company dated February 28, 2003 (the "Employment Agreement"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement.

This will confirm our agreement to amend the terms and conditions of the Employment Agreement, effective as of the date hereof, as follows:

1. The first two sentences of Section 1 of the Employment Agreement are hereby amended to read as follows:

"During the term of this Agreement, the Company shall employ the Executive as the Chief Operating Officer of the Company. During the Term, the Executive shall have such responsibilities, duties and authorities as are commensurate with chief operating officers of public entities of similar size to the Company."

2. Subsection 6(e)(ii)(6) of the Employment Agreement is hereby amended to read as follows:

"a reduction in the Executive's title and status as Chief Operating Officer of the Company, or any change in the Executive's status as reporting directly to the Chief Executive Officer; or the assignment to the Executive of any duties materially inconsistent with the Executive's position (including, without limitation, status, office, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1 of this Agreement, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose any action not taken in bad faith and which is remedied by the Company no later than thirty (30) days after written notice by the Executive; or"

3. Except as otherwise set forth in this Amendment No. 2 to Amended and Restated Employment Agreement, the Employment Agreement is ratified and confirmed in all respects and remains in full force and effect.

Please acknowledge your agreement with the foregoing by signing the enclosed copy of this letter agreement and returning it to the Company.

Very truly yours,
JONES APPAREL GROUP, INC.

By: /s/ Peter Boneparth
Peter Boneparth, President and
Chief Executive Officer

Agreed to in all respects:

/s/ Wesley R. Card
Wesley R. Card

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE                                                                                                                                                                         
Jones Apparel Group, Inc.

Contacts: Wesley R. Card, Chief Operating Officer
(215) 785-4000

Jones Apparel Group, Inc. Announces Executive Appointments

New York, New York-March 9, 2006-Jones Apparel Group, Inc. (NYSE:JNY) today announced that Efthimios P. Sotos has been appointed to the position of Chief Financial Officer, reporting to Peter Boneparth, Chief Executive Officer. Wesley R. Card, who has held the dual position of Chief Operating and Financial Officer since 2002, will continue in the role of Chief Operating Officer, reporting to Peter Boneparth. In addition, Patrick M. Farrell has been named Executive Vice President - Corporate Controller, and will report to Thimio Sotos.

Peter Boneparth, Chief Executive Officer, stated, "I believe it is the appropriate time to separate the position of Chief Operating and Financial Officer. This change will allow Wes Card, as Chief Operating Officer, to focus his complete and undivided attention on the critical strategic operating initiatives we have underway, and to provide his continued support and guidance to Thimio and the financial team."

Mr. Boneparth continued, "Thimio Sotos has been an integral part of the financial management group and I am confident that he will provide outstanding leadership and direction to executive management and our financial organization. Further, I recognize the valuable contributions of Pat Farrell, and welcome his continued involvement and efforts in the future."

Thimio Sotos most recently served as Executive Vice President - Treasurer, Strategic and Financial Planning. Prior to September 2005, he held the positions of Senior Vice President and Treasurer and Corporate Vice President and Treasurer. Mr. Sotos joined Jones Apparel Group in 1999 as part of the Company's acquisition of Nine West Group, where he was the Assistant Treasurer.

Pat Farrell was appointed Senior Vice President in September 1999. Prior to that, he served as Vice President and Corporate Controller since November 1997.

Jones Apparel Group, Inc. (www.jny.com), a Fortune 500 company, is a leading designer, marketer and wholesaler of branded apparel, footwear and accessories. We also market directly to consumers through our chain of specialty retail and value-based stores, and operate the Barneys New York chain of luxury stores. Our nationally recognized brands include Jones New York, Evan-Picone, Norton McNaughton, Gloria Vanderbilt, Erika, l.e.i., Energie, Nine West, Easy Spirit, Enzo Angiolini, Bandolino, Joan & David, Mootsies Tootsies, Sam & Libby, Napier, Judith Jack, Kasper, Anne Klein, Albert Nipon, Le Suit and Barneys New York. The Company also markets costume jewelry under the Givenchy brand licensed from Givenchy Corporation and footwear under the Dockers Women brand licensed from Levi Strauss & Co. Each brand is differentiated by its own distinctive styling, pricing strategy, distribution channel and target consumer. We primarily contract for the manufacture of our products through a worldwide network of quality manufacturers. We have capitalized on our nationally known brand names by entering into various licenses for several of our trademarks, including Jones New York, Evan-Picone, Anne Klein New York, Nine West, Gloria Vanderbilt and l.e.i., with select manufacturers of women's and men's products which we do not manufacture. For more than 30 years, we have built a reputation for excellence in product quality and value, and in operational execution.

Certain statements contained herein are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements regarding the Company's expected financial position, business and financing plans are forward-looking statements. The words "believes," "expect," "plans," "intends," "anticipates" and similar expressions identify forward-looking statements. Forward-looking statements also include representations of the Company's expectations or beliefs concerning future events that involves risks and uncertainties, including:

•  those associated with the effect of national and regional economic conditions;
•  lowered levels of consumer spending resulting from a general economic downturn or lower levels of consumer confidence;
•  the performance of the Company's products within the prevailing retail environment;
•  customer acceptance of both new designs and newly-introduced product lines;
•  the Company's reliance on a few department store groups for large portions of the Company's business;
•  consolidation of the Company's retail customers;
•  financial difficulties encountered by customers;
•  the effects of vigorous competition in the markets in which the Company operates;
•  the Company's ability to identify acquisition candidates and, in an increasingly competitive environment for such acquisitions, acquire such businesses on reasonable financial and other terms;
•  the integration of the organizations and operations of any acquired businesses into the Company's existing organization and operations;
•  the Company's reliance on independent foreign manufacturers;
•  changes in the costs of raw materials, labor and advertising;
•  the general inability to obtain higher wholesale prices for the Company's products that the Company has experienced for many years;
•  the uncertainties of sourcing associated with the new environment in which general quota has expired on apparel products (while China has agreed to safeguard quota on certain classes of apparel products through 2008, political pressure will likely continue for restraint on importation of apparel);
•  the Company's ability to successfully implement new operational and financial computer systems; and
•  the Company's ability to secure and protect trademarks and other intellectual property rights.

A further description of these risks and uncertainties and other important factors that could cause actual results to differ materially from the Company's expectations can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005, including, but not limited to, the Statement Regarding Forward-Looking Disclosure and Item 1A-Risk Factors therein, and in the Company's other filings with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such expectations may prove to be incorrect. The Company does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

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