SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          ______________________

                             FORM 10-K/A No. 2

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the transition period from ________ to ________

Commission file number 1-10746

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

Pennsylvania                                         06-0935166
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)


250 Rittenhouse Circle,
Bristol, Pennsylvania                                  19007
(Address of principal executive offices)             (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

                                        Name of each exchange
     Title of Each Class                 on which registered
- -----------------------------       -----------------------------
Common Stock, $0.01 par value       New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:  None


  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.   [X] Yes    [ ] No

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A No. 2 or any
amendment to this Form 10-K/A No. 2. [  ]

  The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 22, 1999 was approximately $2,087,400,914.

  As of March 22, 1999, there were 103,642,379 shares of the registrant's
common stock outstanding.

 2

Explanatory Note

  The undersigned Registrant hereby amends, as and to the extent
set forth below, the following items, financial statements,
financial statement schedules, exhibits or other portions of its
Annual Report on Form 10-K for the year ended December 31, 1998,
filed pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934:

Signatures

  The signature page is being amended to include signatures on behalf
of the registrant by its principal executive officer, principal financial
officer, principal accounting officer and by the majority of the board of
directors.

                                    -2-
 3


                                SIGNATURES


  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to the
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                             JONES APPAREL GROUP, INC.
                                                    (Registrant)

Date: September 9, 1999                     By:           /s/ Wesley R. Card
                                                ----------------------------
                                                              WESLEY R. CARD
                                                     Chief 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 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 to the Annual
Report on Form 10-K, 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, and each of them, 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 1934, this Amendment to
the Annual Report on Form 10-K has been signed by the following persons in the
capacities and on the dates indicated.



Signature               Title                                Date
- ------------------      ----------------------------------   ---------------

/s/ Sidney Kimmel       Chairman and Director                September 9, 1999
- -----------------       (Principal Executive Officer)
Sidney Kimmel

/s/ Jackwyn Nemerov     President and Director               September 9, 1999
- -------------------
Jackwyn Nemerov

/s/ Wesley R. Card      Chief Financial Officer              September 9, 1999
- ------------------      (Principal Financial Officer)
Wesley R. Card

/s/ Patrick M. Farrell  Vice President and Corporate         September 9, 1999
- ----------------------  Controller (Principal Accounting
Patrick M. Farrell      Officer)

/s/ Irwin Samelman      Executive Vice President,            September 9, 1999
- ------------------      Marketing and Director
Irwin Samelman

__________________      Director
Geraldine Stutz

__________________      Director
Howard Gittis

/s/ Eric A. Rothfeld    Director                             September 9, 1999
- --------------------
Eric A. Rothfeld

/s/ Mark J. Schwartz    Director                             September 9, 1999
- --------------------
Mark J. Schwartz


                                    -3-