S-4/A

As filed with the Securities and Exchange Commission on April 12, 2005

Registration No. 333-123021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

JONES APPAREL GROUP, INC.

(Exact name of Registrant as specified in its charter)

JONES APPAREL GROUP HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

JONES APPAREL GROUP USA, INC.

(Exact name of registrant as specified in its charter)

NINE WEST FOOTWEAR CORPORATION

(Exact name of registrant as specified in its charter)

JONES RETAIL CORPORATION

(Exact name of Registrant as specified in its charter)

Pennsylvania	2330	06-0935166
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
Delaware	6719	51-0390339
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
Pennsylvania	2330	23-2978516
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
Delaware	3140	43-1660656
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
New Jersey	5600	23-2256563
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

250 Rittenhouse Circle

Bristol, PA 19007

(215) 785-4000

(Address, including zip code, and telephone number,

including area code, of Registrant’s principal executive offices)

Ira M. Dansky, Esq.

Jones Apparel Group, Inc.

1411 Broadway

New York, NY 10018

(212) 536-9526

(Name, address, including zip code, and telephone number,

including area code, of agent for service for Registrant)

Copy to:

William V. Fogg, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza, 825 Eighth Avenue

New York, New York 10019

(212) 474-1000

        Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 12, 2005

PROSPECTUS

JONES APPAREL GROUP, INC.

JONES APPAREL GROUP HOLDINGS, INC.

JONES APPAREL GROUP USA, INC.

NINE WEST FOOTWEAR CORPORATION

JONES RETAIL CORPORATION

Offer to Exchange

4.250% Senior Notes Due 2009 For a Like Principal Amount of New 4.250% Senior Notes Due 2009

5.125% Senior Notes Due 2014 For a Like Principal Amount of New 5.125% Senior Notes Due 2014

6.125% Senior Notes Due 2034 For a Like Principal Amount of New 6.125% Senior Notes Due 2034

      We are offering to exchange up to (i) $250,000,000 aggregate principal amount of new 4.250% Senior Notes due 2009 (the “New 2009 Notes”), for a like principal amount of the outstanding 4.250% Senior Notes due 2009, which have certain transfer restrictions (the “Original 2009 Notes”), (ii) $250,000,000 aggregate principal amount of new 5.125% Senior Notes due 2014 (the “New 2014 Notes”), for a like principal amount of the outstanding 5.125% Senior Notes due 2014, which have certain transfer restrictions (the “Original 2014 Notes”) and (iii) $250,000,000 aggregate principal amount of new 6.125% Senior Notes due 2034 (the “New 2034 Notes” and, together with the New 2009 Notes and the New 2014 Notes, the “New Notes”), for a like principal amount of the outstanding 6.125% Senior Notes due 2034, which have certain transfer restrictions (the “Original 2034 Notes” and, together with the Original 2009 Notes and the Original 2014 Notes, the “Original Notes”). The New Notes will be free of the transfer restrictions that apply to the Original Notes that you currently hold, but will otherwise have substantially the same terms as the outstanding Original Notes. This offer will expire at 5:00 p.m., New York City time, on May 17, 2005, unless we extend it. The New Notes will not trade on any established exchange.

      Each broker-dealer that receives New Notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for outstanding Original Notes where such outstanding Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of not less than 90 days after the expiration of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”.

      SEE “RISK FACTORS” BEGINNING ON PAGE 7 TO READ ABOUT IMPORTANT

FACTORS YOU SHOULD CONSIDER IN CONNECTION WITH THIS EXCHANGE OFFER.

      THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospectus dated                     , 2005.

      YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR TO WHICH WE HAVE REFERRED YOU AND THE DOCUMENTS SPECIFICALLY INCORPORATED BY REFERENCE HEREIN. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS.

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION	ii
FORWARD-LOOKING STATEMENTS	iii
SUMMARY	1
RISK FACTORS	7
USE OF PROCEEDS	11
RATIO OF EARNINGS TO FIXED CHARGES	12
THE EXCHANGE OFFER	13
DESCRIPTION OF THE NOTES	20
U.S. FEDERAL INCOME TAX CONSEQUENCES	29
PLAN OF DISTRIBUTION	30
LEGAL MATTERS	31
EXPERTS	31
EX-3.2 CERTIFICATE OF INCORPORATION
EX-3.4 CERTIFICATE OF INCORPORATION
EX-3.5 CERTIFICATE OF INCORPORATION
EX-3.7 BY-LAWS
EX-3.9 BY-LAWS
EX-3.10 BY-LAWS
EX-5.1 OPINION OF CRAVATH, SWAINE & MOORE LLP
EX-5.2 OPINION OF SCHNADER HARRISON SEGAL & LEWIS LLP
EX-5.3 OPINION OF DRINKER BIDDLE & REATH LLP
EX-23.4 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      As used in this prospectus, unless the context requires otherwise:

•  “Jones”, the “Company”, “we”, “us” and “our” means Jones Apparel Group, Inc. and/or its predecessors and consolidated subsidiaries;

•  “Jones Apparel Group” means Jones Apparel Group, Inc.;

•  “Jones Holdings” means Jones Apparel Group Holdings, Inc.;

•  “Jones USA” means Jones Apparel Group USA, Inc.;

•  “Nine West” means Nine West Footwear Corporation; and

•  “Jones Retail” means Jones Retail Corporation.

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WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, accordingly, file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Members of the public may read and copy any materials we file with the SEC at the Public Reference Room maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Information on the operation of the Public Reference Room maintained by the SEC may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and other information statements, and other information regarding issuers that file electronically with the SEC. Our SEC filings are also available at the offices of the New York Stock Exchange, Inc. in New York, New York. For further information on obtaining copies of our public filings at the New York Stock Exchange, you should call 212-656-5060.

      We have filed with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”) with respect to this exchange offer. This prospectus does not contain all of the information contained in the registration statement and the exhibits to the registration statement. The SEC allows us to “incorporate by reference” in this prospectus certain information we have filed with the SEC, which means:

•  the prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus;

•  documents incorporated by reference are considered part of this prospectus;

•  we can disclose important information to you by referring you to those documents; and

•  information that we file with the SEC will automatically update and supersede the information in this prospectus and any information that was previously incorporated in this prospectus.

      We incorporate by reference the documents listed below, filed by Jones Apparel Group with the SEC under the Exchange Act:

•  Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the SEC on February 25, 2005;

•  Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the SEC on March 11, 2005; and

•  Current Reports on Form 8-K, filed with the SEC on March 14, 2005 and March 25, 2005.

      We also incorporate by reference all documents filed by us with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and until the expiration of the exchange offer, excluding any materials furnished pursuant to Item 2.02, 7.01 or 9.01 of Form 8-K to the extent they contain Regulation FD or Results of Operations and Financial Condition disclosure, unless otherwise indicated therein.

      Information contained in documents that we file with the SEC under the Exchange Act after the date of this prospectus and prior to the termination of the exchange offer contemplated hereby will supersede the information contained in or incorporated by reference in this prospectus to the extent such subsequently filed information is inconsistent with or conflicts with the information contained in or incorporated by reference in this prospectus on the date hereof.

      You can obtain any of the filings incorporated by reference in this prospectus through us or from the SEC through the SEC’s web site or at its facilities described above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents that are not specifically incorporated by reference in such documents. You can request a copy of the documents incorporated by reference in this prospectus and a copy of the indenture, registration rights agreements and other agreements

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referred to in this prospectus by requesting them in writing at the following address or by telephone from us at the following telephone number:

Chief Financial Officer

Jones Apparel Group, Inc.

250 Rittenhouse Circle

Bristol, Pennsylvania 19007

(215) 785-4000

      To obtain timely delivery of any copies of filings requested from us, please write or telephone us no later than                     , 2005.

      For further information with respect to us, we refer you to the registration statement, the exhibits filed as part of the registration statement, and the documents incorporated by reference in this prospectus.

FORWARD-LOOKING STATEMENTS

      This prospectus includes, and incorporates by reference, “forward-looking statements”. All statements regarding our expected financial position, business and financing plans are forward-looking statements. The words “believes,” “expects,” “plans,” “intends,” “anticipates” and similar expressions identify forward-looking statements. Forward-looking statements also include representations of our expectations or beliefs concerning future events that involve risks and uncertainties, including, without limitation, those associated with:

•  the effect of national and regional economic conditions;

•  lowered levels of consumer spending resulting from a general economic downturn or generally reduced shopping activity caused by public safety concerns;

•  the performance of our products within the prevailing retail environment;

•  customer acceptance of both new designs and newly-introduced product lines;

•  financial difficulties encountered by customers;

•  the effects of vigorous competition in the markets in which we operate;

•  the integration of the organizations and operations of any acquired businesses into our existing organization and operations;

•  our foreign operations and manufacturing;

•  our reliance on independent manufacturers;

•  changes in the costs of raw materials, labor and advertising; and

•  our ability to secure and protect trademarks and other intellectual property rights.

      All statements other than statements of historical facts included or incorporated by reference in this prospectus are forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, such expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from our expectations, including those set forth under “Risk Factors,” are disclosed in this prospectus in conjunction with the forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by such disclosures.

      The forward-looking statements included or incorporated by reference in this prospectus are only made as of the date of this prospectus, or the date of the document containing such statement and incorporated by reference herein, as applicable, and we do not have any obligation to update any forward-looking statements to reflect subsequent events or circumstances.

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SUMMARY

      This summary highlights information contained elsewhere or incorporated by reference in this prospectus. As a result, it does not contain all of the information that you should consider before participating in this exchange offer. You should read this entire prospectus, especially the section entitled “Risk Factors” and all documents incorporated herein by reference. In this prospectus, unless the context otherwise requires, the term “notes” refers to both the Original Notes that are the subject of this exchange offer and the New Notes that will be issued in exchange for Original Notes in the exchange offer.

Our Company

Overview

      We are 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 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. We also market apparel under the Polo Jeans Company brand licensed from Polo Ralph Lauren Corporation, referred to herein as Polo, costume jewelry under the Tommy Hilfiger brand licensed from Tommy Hilfiger Licensing, Inc. and 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. Celebrating more than 30 years of service, we have built a reputation for excellence in product quality and value and in operational execution.

      Jones Apparel Group and Jones USA are Pennsylvania corporations, Jones Holdings and Nine West are Delaware corporations and Jones Retail is a New Jersey corporation. Our principal executive offices are located at 250 Rittenhouse Circle, Bristol, Pennsylvania 19007, and our telephone number at that address is (215) 785-4000.

Recent Developments

      We have historically pursued, and intend to continue to pursue, strategic acquisitions which provide significant diversification to our business by successfully adding new distribution channels, labels and product lines.

      On December 20, 2004, we acquired all of the common stock of Barneys New York, Inc. (“Barneys New York”). The aggregate cash purchase price was $294.5 million, which included $19.00 for each outstanding share of Barneys New York common stock (for a total of $264.5 million) and $26.7 million related to Barneys New York’s employee stock options, preferred stock and stock warrants. We also assumed approximately $106.0 million of Barneys New York’s funded debt, $102.2 million of which we subsequently refinanced. Barneys New York is a luxury retailer that provides its customers with a wide variety of merchandise across a broad range of prices, including a diverse selection of Barneys label merchandise. Barney New York’s preferred arrangements with established and emerging designers, combined with creative merchandising, store designs and displays, advertising campaigns, publicity events and emphasis on customer service, has positioned it as a leading retailer of men’s and women’s fashion, cosmetics, jewelry and home furnishings. Barneys New York complements its merchandise offerings from designers such as Giorgio Armani, Manolo Blahnik, Marc Jacobs, Prada, Jil Sander and Ermenegildo Zegna with a diverse selection of Barneys label merchandise, including ready-to-wear apparel, handbags, shoes, dress shirts, ties and sportswear. Barneys label merchandise is manufactured by independent third parties according to Barneys New York’s specifications and is of comparable quality to the designer merchandise.

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      On July 8, 2004, we acquired all the outstanding shares of Maxwell Shoe Company Inc. (“Maxwell”). The aggregate purchase price was $377.1 million, which included $23.25 per share in cash for each outstanding share of Maxwell (for a total of $345.8 million) and $24.1 million related to Maxwell’s employee stock options. Maxwell designs and markets casual and dress footwear for women and children under multiple brand names, each of which is targeted to a distinct segment of the footwear market. Maxwell markets its products nationwide to national chains, department stores and specialty retailers. Maxwell offers footwear for women in the moderately priced market segment under the Mootsies Tootsies, Sam & Libby and Dockers Women brands, in the better market segment under the AK Anne Klein and Circa Joan & David brands and in the bridge segment under the Joan & David and Albert Nipon brands. Maxwell also sells moderately priced children’s footwear under both the Mootsies Tootsies and Sam & Libby brands and licenses the J. G. Hook trademark from J. G. Hook, Inc. to source and develop private label products for retailers who require brand identification.

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Summary of the Terms of the Exchange Offer

Background	On November 22, 2004, we completed a private placement of (i) $250,000,000 of the Original 2009 Notes, (ii) $250,000,000 of the Original 2014 Notes, and (iii) $250,000,000 of the Original 2034 Notes. In connection with that private placement, we entered into a registration rights agreement for each series of Original Notes in which we agreed to, among other things, complete an exchange offer for each series of the Original Notes.
The Exchange Offer	We are offering to exchange our New Notes for a like principal amount of our outstanding Original Notes. Original Notes may only be tendered in integral multiples of $1,000 principal amount. See “The Exchange Offer — Terms of the Exchange”.
Resale of New Notes	Based upon the position of the staff of the SEC as described in previous no-action letters, we believe that each series of New Notes issued pursuant to the exchange offer in exchange for Original Notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	• you are acquiring the New Notes in the ordinary course of your business;
	• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in a distribution of the New Notes; and
	• you are not our “affiliate” as defined under Rule 405 of the Securities Act.
	We do not intend to apply for listing of the New Notes on any securities exchange or to seek approval for quotation through an automated quotation system. Accordingly, there can be no assurance that an active market will develop upon completion of the exchange offer or, if developed, that such market will be sustained or as to the liquidity of any market. Each participating broker-dealer that receives New Notes for its own account pursuant to the exchange offer in exchange for Original Notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of New Notes. See “Plan of Distribution”.
Consequences If You Do Not Exchange Your Original Notes	Original Notes that are not tendered in the exchange offer or are not accepted for exchange will continue to bear legends restricting their transfer. You will not be able to offer or sell such Original Notes:
	• except pursuant to an exemption from the requirements of the Securities Act; or
	• unless the Original Notes are registered under the Securities Act.
	After the exchange offer is closed, we will no longer have an obligation to register the Original Notes, except for some limited exceptions. See “Risk Factors — If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid”.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on May 17, 2005, unless we extend the exchange offer. See “The Exchange Offer — Expiration Date; Extensions; Amendments”.

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Exchange Date; Issuance of New Notes	The date of acceptance for exchange of each series of Original Notes is the exchange date, which will be the first business day following the expiration date of the exchange offer. We will issue New Notes in exchange for Original Notes tendered and accepted in the exchange offer promptly following the exchange date. See “The Exchange Offer — Terms of the Exchange”.
Certain Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, which we may waive. See “The Exchange Offer — Conditions to the Exchange Offer”.
Special Procedures for Beneficial Holders	If you beneficially own Original Notes which are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender in the exchange offer, you should contact such registered holder promptly and instruct such person to tender on your behalf. If you wish to tender in the exchange offer on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Original Notes, either arrange to have the Original Notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a considerable time. See “The Exchange Offer — Procedures for Tendering”.
Withdrawal Rights	You may withdraw your tender of Original Notes at any time before the exchange offer expires. See “The Exchange Offer — Withdrawal of Tenders”.
Accounting Treatment	We will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer. The expenses of the exchange offer that we pay will increase our deferred financing costs in accordance with generally accepted accounting principles. See “The Exchange Offer — Accounting Treatment”.
Certain Tax Consequences	The exchange pursuant to the exchange offer generally will not be a taxable event for U.S. Federal income tax purposes. See “U.S. Federal Income Tax Consequences”.
Use of Proceeds	We will not receive any proceeds from the exchange or the issuance of New Notes in connection with the exchange offer. See “Use of Proceeds”.
Exchange Agent	SunTrust Bank is serving as exchange agent in connection with the exchange offer. See “The Exchange Offer — Exchange Agent”.

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Summary of the Terms of the Notes

      Other than the obligations to conduct an Exchange Offer, the New Notes will have the same financial terms and covenants as the Original Notes, which are as follows:

Issuers	Jones Apparel Group, Jones Holdings, Jones USA, Nine West and Jones Retail.
Securities	$750,000,000 aggregate principal amount of notes, consisting of (i) $250,000,000 aggregate principal amount of 4.250% Senior Notes due 2009, referred to herein as the New 2009 Notes, (ii) $250,000,000 aggregate principal amount of 5.125% Senior Notes due 2014, referred to herein as the New 2014 Notes, and (iii) $250,000,000 aggregate principal amount of 6.125% Senior Notes due 2034, referred to herein as the New 2034 Notes.
Maturity	The New 2009 Notes will mature on November 15, 2009. The New 2014 Notes will mature on November 15, 2014. The New 2034 Notes will mature on November 15, 2034.
Interest Payment Dates	We will pay interest on the New 2009 Notes, the New 2014 Notes and the New 2034 Notes on May 15 and November 15 of each year, beginning May 15, 2005 or, if the exchange offer is not consummated by such date, November 15, 2005, and ending on their respective date of maturity.
Redemption and Sinking Fund	We may redeem some or all of the New Notes at any time at a redemption price described under “Description of Notes — Optional Redemption.” There will be no sinking fund with respect to the New Notes.
Ranking	The New Notes will be unsecured and unsubordinated and will rank equally with all other unsecured and unsubordinated indebtedness of the issuers. The notes will be effectively junior to all our existing and future secured debt and all liabilities and preferred stock, if any, of our subsidiaries which are not issuers of the notes. One of our subsidiaries, Kasper, Ltd., is an obligor on our $1.0 billion Five-Year Senior Credit Facility and on our $500.0 million Three-Year Senior Credit Facility, but is not an issuer of the notes. As of December 31, 2004, we had $69.2 million of borrowings outstanding under these Senior Credit Facilities (excluding $367.8 million of undrawn letters of credit which reduce availability) and approximately $1,063.0 million available for future borrowing. After eliminating intercompany obligations, our subsidiaries that are not issuers of the New Notes do not have any material indebtedness or obligations (other than approximately $27.0 million of capital lease obligations as of December 31, 2004) or any preferred stock outstanding. For the year ended December 31, 2004, subsidiaries which are not issuers of the notes represented approximately 50% of our net sales and at December 31, 2004, subsidiaries which are not issuers of the notes represented approximately 48% of our total assets.
Use of Proceeds	We will not receive any proceeds from the exchange offer.

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Restrictive Covenants	The indenture governing the New Notes limits our ability and the ability of our subsidiaries to create or permit to exist liens and to engage in sale and lease-back transactions.
Risk Factors	See “Risk Factors” beginning on page 7 for a discussion of factors you should carefully consider before deciding to participate in the exchange offer.
Absence of a Public Market	The New Notes will generally be freely transferable but will be new issues of securities for which there is currently no established market. Accordingly, there can be no assurance as to the development or liquidity of any market for the New Notes. The initial purchasers of the Original Notes have advised us that they currently intend to make a market for the New Notes as permitted by applicable laws and regulations. However, they are not obligated to do so and may discontinue any such market making activities at any time without notice.
Further Issuances	We may create and issue further notes ranking equally and ratably with each series of the New Notes offered by this prospectus in all respects, so that such further notes will be consolidated and form a single series with the applicable series of New Notes offered by this prospectus and will have the same terms as to status, redemption or otherwise.

      For a more complete description of the notes, see “Description of the Notes.”

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RISK FACTORS

      In considering whether to participate in this Exchange Offer, you should carefully consider all of the information we have included and incorporated by reference in this prospectus. In particular, you should carefully consider the Risk Factors described below before making a decision to participate in this exchange offer.

Risk Factors Relating to Our Business

                  The apparel, footwear and accessories industries are highly competitive. Any increased competition could result in reduced sales or prices, or both, which could have a material adverse effect on us.

      Apparel, footwear and accessories companies face competition on many fronts, including the following:

•  establishing and maintaining favorable brand recognition;

•  developing products that appeal to consumers;

•  pricing products appropriately; and

•  obtaining access to retail outlets and sufficient floor space.

      There is intense competition in the sectors of the apparel, footwear and accessories industries in which we participate. We compete with many other manufacturers and retailers, some of which are larger and have greater resources than we do. Any increased competition could result in reduced sales or prices, or both, which could have a material adverse effect on us.

We may not be able to respond to changing fashion and retail trends in a timely manner, which could have a material adverse effect on us.

      The apparel, footwear and accessories industries have historically been subject to rapidly changing fashion trends and consumer preferences. We believe that our success is largely dependent on our ability to anticipate and respond promptly to changing consumer demands and fashion trends in the design, styling and production of our products. If we cannot gauge consumer needs and fashion trends and respond appropriately, then consumers may not purchase our products, and this could have a material adverse effect on us.

      We believe that consumers in the United States are shopping less in department stores (our traditional distribution channel) and more in other channels, such as specialty shops and mid-tier locations where value is perceived to be higher. We have responded to these trends by enhancing the brand equity of our labels through our focus on design, quality and value, and through strategic acquisitions which provide significant diversification to the business by successfully adding new distribution channels, labels and product lines. Despite our efforts to respond to these trends, there can be no assurance that these trends will not have a material adverse effect on us.

The apparel, footwear and accessories industries are heavily influenced by general economic cycles. A prolonged period of depressed consumer spending would have a material adverse effect on us.

      Purchases of apparel, footwear and related goods generally decline during recessionary periods when disposable income is low. In such an environment, promotional selling would adversely affect our profitability.

The loss of any of our largest customers could have a material adverse effect on us.

      Our ten largest customer groups, principally department stores, accounted for approximately 59% of sales in 2004. While no single customer accounted for more than 10% of our net sales, certain of our customers are

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under common ownership, which we refer to collectively as a customer group. Department stores owned by the following entities accounted for the following percentages of our 2004 sales:

May Department Stores Company	14	%
Federated Department Stores, Inc.	12	%
Remainder of ten largest customer groups	33	%

      We believe that purchasing decisions are generally made independently by individual department stores within a customer group. There has been a trend, however, toward more centralized purchasing decisions. As such decisions become more centralized, the risk to us of such concentration increases. Furthermore, we believe a trend exists among our major customers to concentrate purchasing among a narrowing group of vendors. To the extent any of our key customers reduces the number of vendors and consequently does not purchase from us, this could have a material adverse effect on us.

      In addition, in recent years the retail industry has experienced consolidation and other ownership changes. In particular, Federated Department Stores, Inc., our second largest customer, announced on February 28, 2005 that it has agreed to purchase May Department Stores Company, our largest customer. In the future, retailers may have financial problems or consolidate, undergo restructurings or reorganizations, or realign their affiliations, any of which could further increase the concentration of our customers. The loss of any of our largest customers, or the bankruptcy or material financial difficulty of any customer or any of the companies listed above, could have a material adverse effect on us. We do not have long-term contracts with any of our customers, and sales to customers generally occur on an order-by-order basis. As a result, customers can terminate their relationships with us at any time or under certain circumstances cancel or delay orders.

The loss or infringement of our trademarks and other proprietary rights could have a material adverse effect on us.

      We believe that our trademarks and other proprietary rights are important to our success and competitive position. Accordingly, we devote substantial resources to the establishment and protection of our trademarks on a worldwide basis. There can be no assurances that such actions taken to establish and protect our trademarks and other proprietary rights will be adequate to prevent imitation of our products by others or to prevent others from seeking to block sales of our products as violative of their trademarks and proprietary rights. Moreover, there can be no assurances that others will not assert rights in, or ownership of, our trademarks and other proprietary rights or that we will be able to successfully resolve such conflicts. In addition, the laws of certain foreign countries may not protect proprietary rights to the same extent as do the laws of the United States. The loss of such trademarks and other proprietary rights, or the loss of the exclusive use of such trademarks and other proprietary rights, could have a material adverse effect on us. Any litigation regarding our trademarks could be time-consuming and costly.

      As of December 31, 2004, the book value of our goodwill and other intangibles was $2.9 billion. We utilize independent third-party appraisals to estimate the fair value of both our goodwill and our intangible assets with indefinite lives. These appraisals are based on projected cash flows and interest rates. If interest rates or future cash flows were to differ significantly from the assumptions used in these projections, material non-cash impairment losses could result where the estimated fair values of these assets become less than their carrying amounts.

The extent of our foreign operations and manufacturing may adversely affect our domestic business.

      In 2004, approximately 82% of our apparel products were manufactured outside of the United States and Mexico, primarily in Asia, while approximately 18% were manufactured in the United States and Mexico. Nearly all of our footwear and accessories products were manufactured outside of North America in 2004 as well. The following may adversely affect foreign operations:

•  political instability in countries where contractors and suppliers are located;

•  imposition of regulations and quotas relating to imports;

•  imposition of duties, taxes and other charges on imports;

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•  significant fluctuation of the value of the dollar against foreign currencies; and

•  restrictions on the transfer of funds to or from foreign countries.

      As a result of our substantial foreign operations, our domestic business is subject to the following risks:

•  quotas imposed by bilateral textile agreements between the United States and certain foreign countries;

•  reduced manufacturing flexibility because of geographic distance between us and our foreign manufacturers, increasing the risk that we may have to mark down unsold inventory as a result of misjudging the market for a foreign-made product; and

•  violations by foreign contractors of labor and wage standards and resulting adverse publicity.

Fluctuations in the price, availability and quality of raw materials could cause delay and increase costs.

      Fluctuations in the price, availability and quality of the fabrics or other raw materials used by us in our manufactured apparel and in the price of materials used to manufacture our footwear and accessories could have a material adverse effect on our cost of sales or our ability to meet our customers’ demands. The prices for such fabrics depend largely on the market prices for the raw materials used to produce them, particularly cotton. The price and availability of such raw materials may fluctuate significantly, depending on many factors, including crop yields and weather patterns. In the future, we may not be able to pass all or a portion of such higher raw materials prices on to our customers.

Our reliance on independent manufacturers could cause delay and damage our reputation and customer relationships.

      We rely upon independent third parties for the manufacture of most of our products. A manufacturer’s failure to ship products to us in a timely manner or to meet the required quality standards could cause us to miss the delivery date requirements of our customers for those items. The failure to make timely deliveries may drive customers to cancel orders, refuse to accept deliveries or demand reduced prices, any of which could have a material adverse effect on us. This could damage our reputation. We do not have long-term written agreements with any of our third party manufacturers. As a result, any of these manufacturers may unilaterally terminate their relationships with us at any time.

      Although we have an active program to train our independent manufacturers in, and monitor their compliance with, our labor and other factory standards, any failure by those manufacturers to comply with our standards or any other divergence in their labor or other practices from those generally considered ethical in the United States and the potential negative publicity relating to any of these events could materially harm us and our reputation.

Risk Factors Relating to the New Notes and the Exchange Offer

The New Notes will be structurally subordinated to the liabilities and preferred stock, if any, of our subsidiaries that are not issuers of the New Notes. Your right to receive payment on the New Notes could be adversely affected if any of those subsidiaries declare bankruptcy, liquidate or reorganize.

      Our obligations under the New Notes are structurally subordinated to the liabilities and preferred stock, if any, of our subsidiaries that are not issuers of the New Notes. Holders of New Notes will not have any claim as a creditor against those subsidiaries. Therefore, in the event of any bankruptcy, liquidation or reorganization of one of those subsidiaries, the rights of the holders of New Notes to participate in the assets of such subsidiary will rank behind the claims of that subsidiary’s preferred stockholders and creditors, including trade creditors (except to the extent we have a claim as a creditor of such subsidiary). One of our subsidiaries, Kasper, Ltd., is an obligor on our $1.0 billion Five-Year Senior Credit Facility and our $500.0 million Three-Year Senior Credit Facility, but is not an issuer of the New Notes. As of December 31, 2004, we had $69.2 million of borrowings outstanding under these Senior Credit Facilities (excluding $367.8 million of undrawn letters of credit which reduce availability) and approximately $1,063.0 million available for future borrowing. After eliminating intercompany obligations, our subsidiaries that are not issuers of the New Notes

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do not have any material indebtedness or obligations (other than approximately $27.0 million of capital lease obligations as of December 31, 2004) or any preferred stock outstanding. For the year ended December 31, 2004, subsidiaries which are not issuers of the New Notes represented approximately 50% of our net sales and at December 31, 2004, subsidiaries which are not issuers of the New Notes represented approximately 48% of our total assets.

If an active trading market does not develop for the New Notes you may not be able to resell them.

      Currently, there is no public market for the New Notes. If no active trading market develops, you may not be able to resell the New Notes at their fair market value or at all. We do not intend to apply for listing of the New Notes on any securities exchange or for quotation through Nasdaq. The initial purchasers of the Original Notes have informed us that they currently intend to make a market in the New Notes. However, they are not obligated to do so and may discontinue any such market-making at any time without notice.

      The liquidity of any market for the New Notes will depend upon various factors, including:

•  the number of holders of the New Notes;

•  the interest of securities dealers in making a market for the New Notes;

•  our financial performance or prospects; and

•  the prospects for companies in our industry generally.

      Accordingly, we cannot assure you that a market or liquidity will develop for the New Notes.

If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.

      Original Notes that you do not tender or we do not accept will, following the exchange offer, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue New Notes in exchange for the Original Notes pursuant to the exchange offer only following the satisfaction of the procedures and conditions set forth in “The Exchange Offer — Procedures for Tendering”. Such procedures and conditions include timely receipt by the exchange agent of such Original Notes and of a properly completed and duly executed letter of transmittal. Because we anticipate that most holders of Original Notes will elect to exchange such Original Notes, we expect that the liquidity of the market for each series of the Original Notes remaining after the completion of the exchange offer will be substantially limited. Any Original Notes of a series tendered and exchanged in the exchange offer will reduce the aggregate principal amount at maturity of the Original Notes of that series outstanding. Following the exchange offer, if you did not tender your Original Notes you generally will not have any further registration rights, and such Original Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for each series of Original Notes could be adversely affected.

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USE OF PROCEEDS

      This exchange offer is intended to satisfy our obligations under the registration rights agreements entered into in connection with the issuance of the Original Notes. We will not receive any cash proceeds from the issuance of the New Notes in the exchange offer. In consideration for issuing the New Notes as contemplated by this prospectus, we will receive the Original Notes in like principal amount. The Original Notes surrendered and exchanged for the New Notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the New Notes will not result in any increase in our indebtedness or capital stock.

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RATIO OF EARNINGS TO FIXED CHARGES

      The following table sets forth the unaudited consolidated ratios of earnings to fixed charges for Jones on a historical basis:

	Year Ended December 31,
	2004		2003		2002		2001		2000
Ratio of Earnings to Fixed Charges		6.3x		6.7x		6.6x		4.6x		4.3x

      We computed the ratio of earnings to fixed charges by dividing fixed charges into the sum of earnings (after certain adjustments) and fixed charges. Earnings used in computing the ratio of earnings to fixed charges consist of income before income taxes and fixed charges excluding capitalized interest. Fixed charges consist of interest expensed and capitalized, amortization of debt expense and that portion of rental expense representative of interest.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

      In connection with the sale of the Original Notes, we entered into registration rights agreements for each series of Original Notes with the initial purchasers, under which we agreed to file and to use our reasonable efforts to have declared effective an exchange offer registration statement under the Securities Act and to consummate the exchange offer.

      We are making the exchange offer in reliance on the position of the SEC as set forth in certain no-action letters. However, we have not sought our own no-action letter. Based upon these interpretations by the SEC, we believe that a holder of New Notes, but not a holder who is our “affiliate” within the meaning of Rule 405 of the Securities Act, who exchanges Original Notes for New Notes in the exchange offer, generally may offer the New Notes for resale, sell the New Notes and otherwise transfer the New Notes without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act. This does not apply, however, to a holder who is our “affiliate” within the meaning of Rule 405 of the Securities Act. We also believe that a holder may offer, sell or transfer the New Notes only if the holder acquires the New Notes in the ordinary course of its business and is not participating, does not intend to participate and has no arrangement or understanding with any person to participate in a distribution of the New Notes.

      Any holder of the Original Notes using the exchange offer to participate in a distribution of New Notes cannot rely on the no-action letters referred to above. A broker-dealer that acquired Original Notes directly from us, but not as a result of market-making activities or other trading activities, must comply with the registration and prospectus delivery requirements of the Securities Act in the absence of an exemption from such requirements.

      Each broker-dealer that receives New Notes for its own account in exchange for Original Notes, as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be considered to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed that for a period of not less than 90 days after the expiration date for the exchange offer, we will make this prospectus available to broker-dealers for use in connection with any such resale. See “Plan of Distribution”.

      Except as described above, this prospectus may not be used for an offer to resell, resale or other transfer of New Notes.

      The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of Original Notes in any jurisdiction in which the exchange offer or the acceptance of tenders would not be in compliance with the securities or blue sky laws of such jurisdiction.

Terms of the Exchange

      Upon the terms and subject to the conditions of the exchange offer, we will accept any and all Original Notes validly tendered prior to 5:00 p.m., New York City time, on the expiration date for the exchange offer. The date of acceptance for exchange of the Original Notes, and completion of the exchange offer, is the exchange date, which will be the first business day following the expiration date (unless extended as described in this prospectus). We will issue, on or promptly after the exchange date, an aggregate principal amount of (i) up to $250,000,000 of the New 2009 Notes for a like principal amount of the outstanding Original 2009 Notes tendered and accepted in connection with the exchange offer, (ii) up to $250,000,000 of the New 2014 Notes for a like principal amount of the outstanding Original 2014 Notes tendered and accepted in connection with the exchange offer and (iii) up to $250,000,000 of the New 2034 Notes for a like principal amount of the

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outstanding Original 2034 Notes tendered and accepted in connection with the exchange offer. The New Notes issued in connection with the exchange offer will be delivered on the earliest practicable date following the exchange date. Holders may tender some or all of their Original Notes in connection with the exchange offer, but only in $1,000 increments of principal amount at maturity.

      The terms of the New Notes will be identical in all material respects to the terms of the respective Original Notes, except that the New Notes will have been registered under the Securities Act and are issued free from any covenant regarding registration, including the payment of additional interest upon a failure to file or have declared effective an exchange offer registration statement or to complete the exchange offer by certain dates. The New Notes will evidence the same debt as the Original Notes and will be issued under the same indenture and entitled to the same benefits under that indenture as the Original Notes being exchanged. As of the date of this prospectus, $750 million in aggregate principal amount of the Original Notes are outstanding, consisting of (i) $250,000,000 aggregate principal amount of the Original 2009 Notes, (ii) $250,000,000 aggregate principal amount of the Original 2014 Notes, and (iii) $250,000,000 aggregate principal amount of the Original 2034 Notes.

      In connection with the issuance of the Original Notes, we have arranged for the Original Notes originally purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of The Depository Trust Company (“DTC”), acting as depositary. The New Notes will be issued in the form of global notes registered in the name of DTC or its nominee and each beneficial owner’s interest in it will be transferable in book-entry form through DTC.

      Holders of Original Notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. Original Notes which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture under which they were issued, but, subject to certain limited exceptions, will not be entitled to any registration rights under the applicable registration rights agreement. See “— Consequences of Failures to Properly Tender Original Notes in the Exchange Offer”.

      We shall be considered to have accepted validly tendered Original Notes if and when we have given oral or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the New Notes from us.

      If any tendered Original Notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the Original Notes, without expense, to the tendering holder as quickly as possible after the expiration date.

      Holders who tender Original Notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of Original Notes in connection with the exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. See “— Fees and Expenses”.

Expiration Date; Extensions; Amendments

      The expiration date for the exchange offer is 5:00 p.m., New York City time, on May 17, 2005, unless extended by us in our sole discretion (but in no event to a date later than June 1, 2005), in which case the term “expiration date” shall mean the latest date and time to which the exchange offer is extended.

      We reserve the right, in our sole discretion:

•  to delay accepting any Original Notes, to extend the offer or to terminate the exchange offer if, in our reasonable judgment, any of the conditions described below shall not have been satisfied, by giving oral or written notice of the delay, extension or termination to the exchange agent; or

•  to amend the terms of the exchange offer in any manner.

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      If we amend the exchange offer in a manner that we consider material, we will disclose such amendment by means of a prospectus supplement, and we will extend the exchange offer for a period of five to ten business days.

      If we determine to make a public announcement of any delay, extension, amendment or termination of the exchange offer, we will do so by making a timely release through an appropriate news agency.

      If we delay accepting any Original Notes or terminate the exchange offer, we promptly will pay the consideration offered, or return any Original Notes deposited, pursuant to the exchange offer as required by Rule 14e-1(c) under the Exchange Act.

Interest on the New Notes

      Interest on the New 2009 Notes will accrue at a per annum rate of 4.250% from the most recent date to which interest on the Original 2009 Notes has been paid or, if no interest has been paid, from November 22, 2004. Interest on the New 2014 Notes will accrue at a per annum rate of 5.125% from the most recent date to which interest on the Original 2014 Notes has been paid or, if no interest has been paid, from November 22, 2004. Interest on the New 2034 Notes will accrue at a per annum rate of 6.125% from the most recent date to which interest on the Original 2034 Notes has been paid or, if no interest has been paid, from November 22, 2004.

      Interest on the notes will be paid semiannually to holders of record at the close of business on May 1 and November 1 immediately preceding the interest payment date on May 15 and November 15 of each year, commencing on May 15, 2005 or, if the exchange offer is not consummated by such date, November 15, 2005.

Conditions to the Exchange Offer

      Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange New Notes for, any Original Notes and may terminate the exchange offer as provided in this prospectus before the acceptance of the Original Notes, if prior to the expiration date:

•  any action or proceeding is instituted or threatened in any court or by or before any governmental agency relating to the exchange offer which, in our reasonable judgment, might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us, or any material adverse development has occurred in any existing action or proceeding relating to us or any of our subsidiaries;

•  any change, or any development involving a prospective change, in our business or financial affairs or any of our subsidiaries has occurred which, in our reasonable judgment, might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us;

•  any law, statute, rule or regulation is proposed, adopted or enacted, which in our reasonable judgment, might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us; or

•  any governmental approval has not been obtained, which approval we, in our reasonable discretion, consider necessary for the completion of the exchange offer as contemplated by this prospectus.

      The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our reasonable discretion in whole or in part at any time and from time to time prior to the expiration date. The failure by us at any time to exercise any of the above rights shall not be considered a waiver of such right, and such right shall be considered an ongoing right which may be asserted at any time and from time to time.

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      If we determine in our reasonable discretion that any of the conditions are not satisfied, we may:

•  refuse to accept any Original Notes and return all tendered Original Notes to the tendering holders;

•  extend the exchange offer and retain all Original Notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders to withdraw these Original Notes (see “Withdrawal of Tenders” below); or

•  waive unsatisfied conditions relating to the exchange offer and accept all properly tendered Original Notes which have not been withdrawn.

Procedures for Tendering

      Unless the tender is being made in book-entry form, to tender in the exchange offer, a holder must:

•  complete, sign and date the letter of transmittal, or a facsimile of it;

•  have the signatures guaranteed if required by the letter of transmittal; and

•  mail or otherwise deliver the letter of transmittal or the facsimile, the Original Notes and any other required documents to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

      Any financial institution that is a participant in DTC’s Book-Entry Transfer Facility system may make book-entry delivery of the Original Notes by causing DTC to transfer the Original Notes into the exchange agent’s account. Although delivery of Original Notes may be effected through book-entry transfer into the exchange agent’s account at DTC, the letter of transmittal (or facsimile), with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received or confirmed by the exchange agent at its address set forth under the caption “Exchange Agent” below, prior to 5:00 p.m., New York City time, on the expiration date. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent.

      The tender by a holder of Original Notes will constitute an agreement between us and the holder in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

      The method of delivery of Original Notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. No letter of transmittal of Original Notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for such holders.

      Any beneficial owner whose Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct such registered holder to tender on behalf of the beneficial owner. If the beneficial owner wishes to tender on that owner’s own behalf, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering such beneficial owner’s Original Notes, either make appropriate arrangements to register ownership of the Original Notes in such beneficial owner’s name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

      Signatures on letters of transmittal or notices of withdrawal must be guaranteed by an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act, unless the Original Notes tendered pursuant thereto are tendered:

•  by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•  for the account of an eligible guarantor institution.

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      In the event that a signature on a letter or transmittal or a notice of withdrawal is required to be guaranteed, such guarantee must be by:

•  a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.;

•  a commercial bank or trust company having an office or correspondent in the United States; or

•  an “eligible guarantor institution”.

      If the letter of transmittal is signed by a person other than the registered holder of any Original Notes, the Original Notes must be endorsed by the registered holder or accompanied by a properly completed bond power, in each case signed or endorsed in blank by the registered holder.

      If the letter of transmittal or any Original Notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by us, submit evidence satisfactory to us of their authority to act in that capacity with the letter of transmittal.

      We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered Original Notes in our sole discretion. We reserve the absolute right to reject any and all Original Notes not properly tendered or any Original Notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular Original Notes either before or after the expiration date. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within a time period we will determine. Although we intend to request the exchange agent to notify holders of defects or irregularities relating to tenders of Original Notes, neither we, the exchange agent nor any other person will have any duty or incur any liability for failure to give such notification. Tenders of Original Notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any Original Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

      In addition, we reserve the right, as set forth above under the caption “Conditions to the Exchange Offer”, to terminate the exchange offer.

      By tendering, each holder represents to us, among other things, that:

•  the New Notes acquired in connection with the exchange offer are being obtained in the ordinary course of business of the person receiving the New Notes, whether or not such person is the holder;

•  neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes; and

•  neither the holder nor any such other person is our “affiliate” (as defined in Rule 405 under the Securities Act).

      If the holder is a broker-dealer which will receive New Notes for its own account in exchange for Original Notes, it will acknowledge that it acquired such Original Notes as the result of market-making activities or other trading activities and it will deliver a prospectus in connection with any resale of such New Notes. See “Plan of Distribution”.

Guaranteed Delivery Procedures

      A holder who wishes to tender its Original Notes and:

•  whose Original Notes are not immediately available;

•  who cannot deliver the holder’s Original Notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date; or

•  who cannot complete the procedures for book-entry transfer before the expiration date;

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      may effect a tender if

•  the tender is made through an eligible guarantor institution;

•  before the expiration date, the exchange agent receives from the eligible guarantor institution:

(i) a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery,

(ii) the name and address of the holder, and

(iii) the certificate number(s) of the Original Notes and the principal amount of Original Notes tendered, stating that the tender is being made and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal and the certificate(s) representing the Original Notes (or a confirmation of book-entry transfer), and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

•  the exchange agent receives, within three New York Stock Exchange trading days after the expiration date, a properly completed and executed letter of transmittal or facsimile, as well as the certificate(s) representing all tendered Original Notes in proper form for transfer or a confirmation of book-entry transfer, and all other documents required by the letter of transmittal.

Withdrawal of Tenders

      Except as otherwise provided herein, tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

      To withdraw a tender of Original Notes in connection with the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

•  specify the name of the person who deposited the Original Notes to be withdrawn;

•  identify the Original Notes to be withdrawn (including the certificate number(s) and principal amount of such Original Notes);

•  be signed by the depositor in the same manner as the original signature on the letter of transmittal by which such Original Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee register the transfer of such Original Notes into the name of the person withdrawing the tender; and

•  specify the name in which any such Original Notes are to be registered, if different from that of the depositor.

      We will determine all questions as to the validity, form and eligibility (including time of receipt) of such notices of withdrawal. Any Original Notes so withdrawn will be considered not to have been validly tendered for purposes of the exchange offer, and no New Notes will be issued unless the Original Notes withdrawn are validly re-tendered. Any Original Notes which have been tendered but which are not accepted for exchange or which are withdrawn will be returned to the holder without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Original Notes may be re-tendered by following one of the procedures described above under the caption “Procedures for Tendering” at any time prior to the expiration date.

Exchange Agent

      SunTrust Bank has been appointed as exchange agent in connection with the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent at its offices at SunTrust Bank — Corporate Trust Depart. (mc008), 25 Park Place, 24th Floor, Atlanta, Georgia 30303, Attention: George Hogan. The exchange agent’s telephone number is (404) 588-7591 and facsimile number is (404) 588-7335.

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Fees and Expenses

      We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer. We will pay certain other expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent and certain accounting and legal fees.

      Holders who tender their Original Notes for exchange will not be obligated to pay transfer taxes. However, if:

•  New Notes are to be delivered to, or issued in the name of, any person other than the registered holder of the Original Notes tendered; or

•  tendered Original Notes are registered in the name of any person other than the person signing the letter of transmittal; or

•  a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the exchange offer;

then the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption from them is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

      The New Notes will be recorded at the same carrying value as the Original Notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer. The expenses of the exchange offer that we pay will increase our deferred financing costs in accordance with generally accepted accounting principles.

Consequences of Failures to Properly Tender Original Notes in the Exchange Offer

      Issuance of the New Notes in exchange for the Original Notes in the exchange offer will be made only after timely receipt by the exchange agent of such Original Notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, holders of the Original Notes desiring to tender such Original Notes in exchange for New Notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of Original Notes for exchange. Original notes that are not tendered or that are tendered but not accepted by us will, following completion of the exchange offer, continue to be subject to the existing restrictions upon transfer thereof under the Securities Act, and, upon completion of the exchange offer, certain registration rights under the applicable registration rights agreement will terminate. In the event the exchange offer is completed, we will not be required to register the remaining Original Notes. Remaining Original Notes will continue to be subject to the following restrictions on transfer:

•  the remaining Original Notes may be resold only (i) if registered pursuant to the Securities Act, (ii) if an exemption from registration is available, or (iii) if neither such registration nor such exemption is required by law; and

•  the remaining Original Notes will bear a legend restricting transfer in the absence of registration or an exemption.

      We do not currently anticipate that we will register the remaining Original Notes under the Securities Act. To the extent that Original Notes are tendered and accepted in connection with the exchange offer, any trading market for remaining Original Notes could be adversely affected. See “Risk Factors — Risks Relating to the New Notes and the Exchange Offer — If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid”.

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DESCRIPTION OF THE NOTES

      The Original Notes were issued and the New Notes will be issued under the indenture dated as of November 22, 2004 among us and SunTrust Bank, as Trustee, a copy of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. For purposes of this section, unless the context otherwise requires, the term “notes” refers to both the Original Notes and the New Notes that will be issued in exchange for Original Notes in the exchange offer and the term “we” means Jones Apparel Group, Jones Holdings, Jones USA, Nine West and Jones Retail, the co-obligors under the notes.

      The following summary of certain provisions of the indenture and the notes does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the indenture, including the definitions of certain terms in the indenture.

General

      The notes are our unsecured senior obligations and rank equally with all of our other unsecured senior indebtedness. The notes consist of $250 million aggregate principal amount of 4.250% senior notes due November 15, 2009, $250 million aggregate principal amount of 5.125% senior notes due November 15, 2014 and $250 million aggregate principal amount of 6.125% senior notes due November 15, 2034.

      Interest on the New 2009 Notes will accrue at a per annum rate of 4.250% from the most recent date to which interest on the Original 2009 Notes has been paid or, if no interest has been paid, from November 22, 2004. Interest on the New 2014 Notes will accrue at a per annum rate of 5.125% from the most recent date to which interest on the Original 2014 Notes has been paid or, if no interest has been paid, from November 22, 2004. Interest on the New 2034 Notes will accrue at a per annum rate of 6.125% from the most recent date to which interest on the Original 2034 Notes has been paid or, if no interest has been paid, from November 22, 2004. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

      The notes will be issued only in registered form without coupons in denominations of $1,000 and any integral multiple of $1,000 above that amount.

Further Issuances

      We may, from time to time, without notice to or the consent of the holders of the notes, increase the principal amount of any series of notes under the indenture and issue such increased principal amount (or any portion thereof), in which case any additional notes so issued will have the same form and terms (other than the date of issuance and, under certain circumstances, the date from which interest thereon will begin to accrue), and will carry the same right to receive accrued and unpaid interest, as the notes of such series previously issued, and such additional notes will form a single series with the notes of such series, including for voting purposes.

Optional Redemption

      The notes of any series may be redeemed in whole at any time or in part from time to time, at our option, at a redemption price equal to the greater of:

•  100% of the principal amount of the notes of such series then outstanding to be redeemed; or

•  the sum of the present values of the remaining scheduled payments of principal and interest on the notes of such series to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus (i) 10 basis points, in the case of the 4.250% senior notes due 2009, (ii) 15 basis points, in the case of the 5.125% senior notes due 2014, and (iii) 20 basis points, in the case of the 6.125% senior notes due 2034

plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date.

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      “treasury rate” means, with respect to any redemption date: (a) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the comparable treasury issue (if no maturity is within three months before or after the remaining life (as defined below), yields for the two published maturities most closely corresponding to the comparable treasury issue will be determined and the treasury rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (b) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the comparable treasury issue, calculated using a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.

      The treasury rate will be calculated on the third business day preceding the date fixed for redemption.

      “comparable treasury issue” means the U.S. Treasury security selected by an independent investment banker as having a maturity comparable to the remaining term (“remaining life”) of the notes of such series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.

      “comparable treasury price” means (1) the average of five reference treasury dealer quotations for such redemption date, after excluding the highest and lowest reference treasury dealer quotations, or (2) if the independent investment banker obtains fewer than five such reference treasury dealer quotations, the average of all such quotations.

      “independent investment banker” means either Citigroup Global Markets Inc. or J.P. Morgan Securities Inc., as specified by us, or, if these firms are unwilling or unable to select the comparable treasury issue, an independent investment banking institution of national standing appointed by us.

      “reference treasury dealer” means Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. and their respective successors and, at our option, three other nationally recognized investment banking firms that are primary dealers of U.S. government securities in New York City. If any of the foregoing ceases to be a primary dealer of U.S. government securities in New York City, we must substitute another primary dealer of U.S. government securities.

      “reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the independent investment banker, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the independent investment banker at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

      We will mail a notice of redemption to each holder of notes to be redeemed by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. Unless we default on payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption. If fewer than all of the notes of any series are to be redeemed, the Trustee will select, not more than 60 days prior to the redemption date, the particular notes of the applicable series or portions thereof for redemption from the outstanding notes of such series not previously called by such method as the Trustee deems fair and appropriate.

Certain Covenants

      The indenture contains certain covenants including, among others, the following:

      Restrictions on Liens. Except as provided below under “Exempted Debt,” we will not, and will not permit any of our subsidiaries (each, a “restricted subsidiary”) which is a “significant subsidiary” (as such

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term is defined in Regulation S-X promulgated by the SEC as in effect on the date the notes are first issued) to, create or suffer to exist any mortgage, lien, pledge, charge, security interest or encumbrance (a “lien” or “liens”) to secure any of our or a restricted subsidiary’s indebtedness on any property owned or leased by us or a restricted subsidiary the net book value of which exceeds 1% of our and our subsidiaries’ consolidated net tangible assets (each, a “principal property”), unless all of the notes outstanding at the time of such lien are secured by the same lien, equally and ratably with any and all other indebtedness secured by such lien.

      The restrictions in the preceding sentence do not apply to:

•  liens on property of a person existing at the time of its merger or consolidation with or into any of us or our restricted subsidiaries or at the time of sale, lease or other disposition of its (or any of its divisions’) properties to any of us or our restricted subsidiaries;

•  liens on property of a person existing at the time it becomes a restricted subsidiary or existing on property prior to our or a restricted subsidiary’s acquisition of the property;

•  liens securing indebtedness (A) between a restricted subsidiary and any of us, or (B) between restricted subsidiaries or (C) between us;

•  liens on any property created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the underlying property, whether directly or indirectly, by way of share disposition or otherwise so long as (A) the relevant person disposes of such property within 180 days after the creation of those liens and (B) any indebtedness secured by those liens is without recourse to any of us or any restricted subsidiary;

•  liens in favor of the United States of America or any of its states, or any of their departments, agencies or instrumentalities or political subdivisions, or in favor of any country, or any of its political subdivisions, to secure partial, progress, advance or other payments, or performance of any other similar obligations, including, without limitation, liens to secure pollution control bonds or industrial revenue or other similar types of bonds;

•  liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure obligations not more than 60 days past due or are being contested in good faith and by appropriate proceedings;

•  liens incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of our and our subsidiaries’ business taken as a whole;

•  liens incurred to secure appeal bonds and judgment and attachment liens, in each case in connection with litigation or legal proceedings which are being contested in good faith by appropriate proceedings so long as reserves have been established to the extent required by generally accepted accounting principles in the United States as in effect at such time;

•  pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of indebtedness) or leases to which any of us or any restricted subsidiary is a party, or deposits to secure public or statutory obligations of any of us or of any restricted subsidiary or deposits for the payment of rent, in each case incurred in the ordinary course of business;

•  utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character;

•  liens granted to any bank or other institution on the payments to be made to such institution by any of us or any subsidiary pursuant to any interest rate swap or similar agreement or foreign currency hedge, exchange or similar agreement designed to provide protection against fluctuations in interest rates and

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	currency exchange rates, respectively, provided that such agreements are entered into in, or are incidental to, the ordinary course of business;
•	liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set off or similar rights and remedies, in each case as to any deposit account or any other fund maintained with a creditor depository institution, provided that (1) the deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the applicable co-obligor or a restricted subsidiary in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (2) the deposit account is not intended by the applicable co-obligor or a restricted subsidiary to provide collateral to the depository institution;
•	liens arising from Uniform Commercial Code financing statements regarding leases;
•	the giving, simultaneously with or within 180 days after the latest of the date of the indenture, or the acquisition, construction, improvement, development or expansion of such property, of a purchase money lien on property acquired, constructed, improved, developed or expanded after the date of the indenture, or the acquisition, construction, improvement, development or expansion after the date of the indenture, of property subject to any lien which is limited to such property;
•	the giving of a lien on real property which is the sole security for indebtedness incurred within two years after the latest of the date of the indenture, or the acquisition, construction, improvement, development or expansion of the property, so long as the holder of such indebtedness is entitled to enforce its payment only by resorting to such security;
•	liens arising by the terms of letters of credit entered into in the ordinary course of business to secure reimbursement obligations thereunder;
•	liens existing on the date of the indenture;
•	liens for taxes, assessments and other governmental charges or levies not yet due or as to which the period of grace, if any, has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by generally accepted accounting principles in the United States as in effect at such time; and
•	extension, renewal, replacement or refunding of any lien existing on the date of the indenture or referred to in certain of the bullet points above, so long as the principal amount of indebtedness so secured and not otherwise authorized by the relevant bullet points shall not exceed the principal amount of indebtedness, plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding.

      Restrictions on Sale and Leaseback Transactions. Except as provided below under “Exempted Debt,” we will not, and will not permit any restricted subsidiary to, enter into any arrangement with any person providing for the leasing by us or any restricted subsidiary of any principal property now owned or hereafter acquired which has been or is to be sold or transferred to it by any of us or our restricted subsidiaries with the intention of taking back a lease of such principal property (a “sale and leaseback transaction”), unless our board of directors determines that the net proceeds of the sale or transfer are at least equal to the fair market value of the relevant principal property or asset at the time of the sale and transfer and either one of the following occurs:

•  within 180 days after it has been received, an amount equal to the net proceeds of such sale or transfer is applied to the retirement or prepayment (other than any mandatory retirement or prepayment, except mandatory retirements or prepayments required as a result of such sale and leaseback transaction) of our or a restricted subsidiary’s indebtedness that is senior to or equal in right of payment with the notes and has a final maturity of greater than one year, or to the purchase, construction or development of property or assets to be used in the ordinary course of business, or

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•  the lessee would, on the effective date of the relevant sale or transfer, be entitled, pursuant to the indenture, to issue, assume or guarantee indebtedness secured by a lien upon the relevant principal property at least equal in amount to the then present value (discounted at the actual rate of interest of the sale and leaseback transaction) of its obligation for the net rental payments in respect of such sale and leaseback transaction without equally and ratably securing the notes.

      The restrictions in the preceding paragraph will not apply to any sale and leaseback transaction:

•  (A) between any of us and a restricted subsidiary or (B) between restricted subsidiaries or (C) between us, so long as the lessor is one of us or a wholly owned restricted subsidiary;

•  which has a lease of less than three years in length;

•  entered into within 180 days after the later of the purchase, construction or development of the relevant principal property or asset or the commencement of operation of the relevant principal property; or

•  involving Jones Apparel Group’s distribution warehouse at South Hill, Virginia.

      Exempted Debt. Notwithstanding the restrictions in the indenture on (1) liens and (2) sale and leaseback transactions, any of us or any restricted subsidiary may, in addition to amounts permitted under those restrictions, create indebtedness secured by liens, or enter into sale and leaseback transactions, so long as, at the time of those transactions and after giving effect to them, the aggregate outstanding amount of all such indebtedness secured by liens plus the then present value (discounted at the actual rate of interest of the sale and leaseback transaction) of the obligations for the net rental payments resulting from the sale and leaseback transactions does not exceed 20% of our and our subsidiaries’ consolidated stockholders’ equity as determined in accordance with generally accepted accounting principles in the United States as in effect from time to time.

      Corporate Existence. Unless our board of directors determines that it is no longer desirable in the conduct of our business and the business of our restricted subsidiaries considered as a whole, each of us will do or cause to be done all things necessary to preserve and keep in full force and effect our corporate existence, material rights (charter and statutory) and material franchises.

Events of Default

      Each of the following constitutes an event of default with respect to each series of notes under the indenture:

•  a default in payment of the principal amount or redemption price with respect to any note of such series when such amount becomes due and payable;

•  our failure to pay interest (including additional interest) on any notes of such series within 30 days of the due date;

•  our failure to comply with the obligations described under “Mergers and Sales of Assets” below;

•  our failure to comply with any of our obligations under the covenants described under “Certain Covenants” above and our failure to cure (or obtain a waiver of) such default within 30 days after receipt by us of notice of such default by the Trustee or by holders of not less than 25% in aggregate principal amount of the notes of such series then outstanding;

•  our failure to comply with any of our other agreements in the notes of such series or the indenture and our failure to cure (or obtain a waiver of) such default within 60 days after receipt by us of notice of such default by the Trustee or by holders of not less than 25% in aggregate principal amount of the notes of such series then outstanding;

•  a default under any indebtedness (other than the notes of such series) by any of us or by any restricted subsidiary as a result of which an amount in excess of $25 million becomes due and payable prior to the date on which it would otherwise have become due and payable without such indebtedness having been discharged or such acceleration having been rescinded or annulled within 30 days after receipt by us of

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	notice of the default by the Trustee or by holders of not less than 25% in aggregate principal amount of the notes of such series then outstanding;
•	any judgment or decree for the payment of money in excess of $25 million against any of us or any restricted subsidiary if (A) an enforcement proceeding thereon is commenced by any creditor or (B) it is not discharged, waived or stayed and remains outstanding for a period of 60 days;
•	the co-obligation of any of us shall cease to be in full force and effect (except as contemplated by the terms thereof); and
•	certain events of bankruptcy, insolvency or reorganization affecting us.

      If any event of default (other than an event of default relating to certain events of bankruptcy, insolvency or reorganization) with respect to any notes of any series occurs and is continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the notes of such series then outstanding by written notice to us (and to the Trustee if such notice is given by the holders) may declare the aggregate principal amount of such series of notes to be immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization, the aggregate principal amount of the notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders.

      Subject to the provisions of the indenture relating to the duties of the Trustee in case an event of default shall occur and be continuing, the Trustee is under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Subject to such provisions for the indemnification of the Trustee, the holders of at least a majority in aggregate principal amount of the outstanding notes of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the notes of such series. The Trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the indenture, the Trustee is entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

      No holder of a note of any series has any right to institute any proceeding with respect to the indenture, or for the appointment of a receiver or a Trustee, or for any other remedy thereunder, unless:

•  such holder has previously given to the Trustee written notice of a continuing event of default with respect to the notes of such series;

•  the holder or holders of at least 25% in aggregate principal amount of the outstanding notes of such series have made written request, and such holder or holders have offered reasonable security or indemnity against any loss, liability or expense, to the Trustee to institute such proceeding as Trustee; and

•  the Trustee has failed to institute such proceeding, and has not received from the holder or holders of a majority in aggregate principal amount of the outstanding notes of such series a direction inconsistent with such request, within 60 days after such notice, request and offer.

      However, such limitations do not apply to a suit instituted by a holder of a note for the enforcement of payment of the principal amount or redemption price, or interest on such note on or after the applicable due date specified in such note.

      The indenture provides that if a default with respect to notes of any series occurs and is continuing and is known to the Trustee, the Trustee must mail to each noteholder of such series notice of the default within 90 days after it occurs. Except in the case of a default in the payment of the principal amount or redemption price with respect to any note of any series when such amount becomes due and payable, the Trustee may

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withhold notice if and so long as a committee of its trust officers in good faith determines that withholding notice is in the interests of the noteholders of such series.

      The indenture requires us to furnish to the Trustee, within 120 days after the end of each fiscal year, a statement by certain of its officers as to whether or not we, to their knowledge, are in default in the performance or observance of any of the terms, provisions and conditions of the indenture and, if so, specifying all such known defaults.

Modification and Waiver

      Modifications and amendments of the indenture may be made by us and the Trustee with the consent of the holders of at least a majority in aggregate principal amount of the outstanding notes of all series affected by such modification or amendment.

      No such modification or amendment may, without the consent of the holder of each outstanding note affected thereby,

•  make any change to the percentage of principal amount of notes the holders of which must consent to an amendment;

•  reduce the rate of or extend the time of payment for interest or any liquidated damages on any note;

•  reduce the principal amount, or extend the stated maturity, of any note;

•  reduce the redemption price of any note;

•  make any note payable in money or securities other than that stated in the note;

•  make any change that adversely affects such holder’s right to require us to purchase a note; or

•  impair the right to institute suit for the enforcement of any payment with respect to the notes.

      Without the consent of any holder, we and the Trustee may amend the indenture to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation of our obligations under the indenture as permitted thereunder, or to make any other change that does not adversely affect the rights of any holder.

      The holders of at least a majority in principal amount of the outstanding notes of all series affected may waive compliance by us with certain restrictive provisions of the indenture. The holders of at least a majority in principal amount of the outstanding notes of any series may waive any past default under the indenture with respect to such series, except a default in the payment of principal or interest and certain covenants and provisions of the indenture which cannot be amended without the consent of the holder of each outstanding note.

Mergers and Sales of Assets

      The indenture provides that none of us may consolidate with or merge into any other person or convey, transfer or lease all or substantially all of its properties and assets to another person, unless among other items: (i) the resulting, surviving or transferee person (if other than the relevant one of us) is organized and existing under the laws of the United States, any state thereof or the District of Columbia and such person expressly assumes, by supplemental indenture, all obligations of the relevant one of us under the notes and the indenture; (ii) the relevant one of us or such successor person shall not immediately thereafter be in default under the indenture; (iii) the relevant one of us shall have provided the Trustee with an opinion of counsel and officer’s certificate confirming compliance with the indenture; and (iv) the notes shall be secured ratably by any liens to which a principal property of the relevant one of us becomes subject as a result of the transaction that would otherwise not be permitted by the indenture. Upon the assumption of the obligations of the relevant one of us by such a person in such circumstances, subject to certain exceptions, the relevant one of us shall be discharged from all obligations under the notes and the indenture (except in the case of a lease).

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Discharge of the Indenture

      We may satisfy and discharge our obligations under the indenture with respect to the notes of any series by delivering to the Trustee for cancellation all outstanding notes of such series or by depositing with the Trustee or the paying agent, after the notes of such series have become due and payable, whether at stated maturity, any redemption date or otherwise, an amount of cash or cash equivalents sufficient to pay all of the outstanding notes of such series and paying all other sums payable under the indenture with respect to such series by us.

Regarding the Trustee

      The indenture provides that, except during the continuance of an event of default, the Trustee will perform only such duties as are specifically set forth in the indenture. During the existence of an event of default, the Trustee will exercise such rights and powers vested in it under the indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs. SunTrust Bank is the Trustee under the indenture and the exchange agent in connection with the exchange offer.

      The indenture and provisions of the Trust Indenture Act that are incorporated by reference therein contain limitations on the rights of the Trustee, should it become one of our creditors, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions with us or any of our affiliates; provided, however, that if it acquires any conflicting interest (as defined in the indenture or in the Trust Indenture Act), it must eliminate such conflict or resign.

Governing Law

      The indenture and the notes will be governed by and construed in accordance with the laws of the State of New York.

Global Notes and Book-Entry System

      Each series of New Notes will be represented by one or more global notes (the “Global Notes”) in definitive form. The Global Notes will be deposited on the date we issue the New Notes with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee of DTC (such nominee being referred to herein as the “Global Note Holder”). DTC will maintain the notes in denominations of $1,000 and integral multiples thereof through its book-entry facilities.

      DTC has advised us as follows:

      DTC is a limited-purpose trust company that was created to hold securities for its participating organizations, including Euroclear and Clearstream (collectively, the “Participants” or the “Depositary’s Participants”), and to facilitate the clearance and settlement of transactions in these securities between Participants through electronic book-entry changes in accounts of its Participants. The Depositary’s Participants include securities brokers and dealers (including the initial purchasers of the Original Notes), banks and trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the “Indirect Participants” or the “Depositary’s Indirect Participants”) that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Depositary’s Participants or the Depositary’s Indirect Participants. Pursuant to procedures established by DTC, ownership of the notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of the Depositary’s Participants) and the records of the Depositary’s Participants (with respect to the interests of the Depositary’s Indirect Participants).

      The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer the notes will be limited to such extent.

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      So long as the Global Note Holder is the registered owner of any notes, the Global Note Holder will be considered the sole Holder of outstanding notes represented by such Global Notes under the indenture. Except as provided below, owners of notes will not be entitled to have the notes registered in their names and will not be considered the owners or holders thereof under the indenture for any purpose, including with respect to the giving of any directions, instructions, or approvals to the Trustee thereunder. Neither Jones nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such notes.

      Payments in respect of the principal of, premium, if any, and interest on any notes registered in the name of a Global Note Holder on the applicable record date will be payable by the Trustee to or at the direction of such Global Note Holder in its capacity as the registered holder under the indenture. Under the terms of the indenture, Jones and the Trustee may treat the persons in whose names any notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, neither Jones nor the Trustee has or will have any responsibility or liability for the payment of such amounts to beneficial owners of the notes (including principal, premium, if any, and interest). Jones believes, however, that it is currently the policy of DTC to immediately credit the accounts of the relevant Participants with such payments, in amounts proportionate to their respective beneficial interests in the relevant security as shown on the records of DTC. Payments by the Depositary’s Participants and the Depositary’s Indirect Participants to the beneficial owners of the notes will be governed by standing instructions and customary practice and will be the responsibility of the Depositary’s Participants or the Depositary’s Indirect Participants.

      Subject to certain conditions, any person having a beneficial interest in the Global Notes of any series may, upon request to the Trustee and confirmation of such beneficial interest by the Depositary or its Participants or Indirect Participants, exchange such beneficial interest for notes in definitive, fully registered form of such series. Upon any such issuance, the Trustee is required to register such notes in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). In addition, if (1) the Depositary notifies Jones in writing that DTC is no longer willing or able to act as a depositary and Jones is unable to locate a qualified successor within 90 days or (2) Jones, at its option, notifies the Trustee in writing that it elects to cause the issuance of the notes in definitive form under the indenture, then, upon surrender by the relevant Global Note Holder of its Global Note of any series, notes of such series in such form will be issued to each person that such Global Note Holder and DTC identifies as being the beneficial owner of the related notes.

      Neither Jones nor the Trustee will be liable for any delay by the Global Note Holder or DTC in identifying the beneficial owners of the notes and Jones and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the Global Note Holder or DTC for all purposes.

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U.S. FEDERAL INCOME TAX CONSEQUENCES

General

      This section summarizes the material U.S. Federal income tax consequences to holders associated with an exchange of Original Notes for New Notes. However, the discussion is limited in the following ways:

•  This discussion only covers you if you purchased Original Notes in the initial offering and you exchange such Original Notes for New Notes pursuant to the exchange offer.

•  This discussion only covers you if you have always held your Original Notes, and will only hold New Notes received pursuant to the exchange offer, as a capital asset (that is, for investment purposes), and if you do not have a special tax status.

•  The discussion does not cover tax consequences that depend upon your particular tax situation in addition to your ownership of Original Notes or New Notes. We suggest that you consult your tax advisor about the consequences of holding Original Notes or New Notes in your particular situation.

•  The discussion is based on current U.S. Federal tax law. Changes in the law may change the tax treatment of the Original Notes or New Notes.

•  The discussion does not cover state, local or foreign law.

•  The discussion does not apply to you if you are a “Non-U.S. Holder”, as defined below, of notes and you (a) own 10% or more of our voting stock, (b) are a “controlled foreign corporation” with respect to us, or (c) are a bank making a loan in the ordinary course of its business.

•  We have not requested a ruling from the Internal Revenue Service (“IRS”) on the tax consequences of the exchange offer or owning the New Notes. As a result, the IRS could disagree with any portion of this discussion.

      IF YOU ARE CONSIDERING EXCHANGING ORIGINAL NOTES FOR NEW NOTES PURSUANT TO THE EXCHANGE OFFER, WE SUGGEST THAT YOU CONSULT YOUR TAX ADVISOR ABOUT THE TAX CONSEQUENCES OF SUCH AN EXCHANGE AND HOLDING THE NEW NOTES IN YOUR PARTICULAR SITUATION.

      For purposes of this summary, a “U.S. Holder” is:

•  an individual U.S. citizen or resident alien;

•  a corporation or other entity taxable as a corporation for U.S. Federal income tax purposes that was created under U.S. law (Federal or state); or

•  an estate or trust whose world-wide income is subject to U.S. Federal income tax.

      If a partnership holds Original Notes or New Notes, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner of a partnership holding Original Notes or New Notes, we suggest that you consult your tax advisor.

      For purposes of this summary, a “Non-U.S. Holder” is:

•  an individual that is a nonresident alien;

•  a corporation or other entity taxable as a corporation for U.S. Federal income tax purposes that was created under non-U.S. law (Federal or state); or

•  an estate or trust that is not taxable in the U.S. on its worldwide income.

Exchange Offer

      The consummation of the exchange offer will not be a taxable event for U.S. Federal income tax purposes. Accordingly, holders will not recognize any income, gain or loss in connection with an exchange of Original Notes for New Notes pursuant to the exchange offer, and any such holder will have the same adjusted tax basis and holding period in the New Notes as it had in the Original Notes, as measured immediately before the exchange.

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PLAN OF DISTRIBUTION

      Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Original Notes where such Original Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date and for a period of not less than 90 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                     , 2005 all dealers effecting transactions in the New Notes may be required to deliver a prospectus.

      We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of New Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      For a period of 90 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including reasonable fees and disbursements of counsel for the initial purchasers of the Original Notes) other than commissions or concessions of any brokers or dealers and to indemnify the holders of the Original Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

      Certain legal matters with respect to the New Notes will be passed upon by Cravath, Swaine & Moore LLP, New York, New York, Schnader Harrison Segal & Lewis LLP, Philadelphia, Pennsylvania and Drinker Biddle & Reath LLP, Princeton, New Jersey.

EXPERTS

      The consolidated financial statements and schedule and management’s assessment of internal control over financial reporting incorporated by reference in this prospectus have been audited by BDO Seidman, LLP, an independent registered public accounting firm, to the extent and for the periods set forth in their reports incorporated herein by reference, and are incorporated herein in reliance upon such reports, given upon the authority of said firm as experts in auditing and accounting.

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JONES APPAREL GROUP, INC.

JONES APPAREL GROUP HOLDINGS, INC.

JONES APPAREL GROUP USA, INC.

NINE WEST FOOTWEAR CORPORATION

JONES RETAIL CORPORATION

Dealer Prospectus Delivery Obligation

      Until                     , 2005, all broker-dealers that effect transactions in the New Notes, whether or not participating in the Exchange Offer, may be required to deliver a prospectus. This is in addition to the obligation of broker-dealers to deliver a prospectus when acting as underwriters and with respect to any unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Registrants Incorporated in Pennsylvania

      Jones Apparel Group, Inc. and Jones Apparel Group USA, Inc. are incorporated in the Commonwealth of Pennsylvania. Jones Apparel Group, Inc. maintains officers’ and directors’ liability insurance for the benefit of its officers and directors and the officers and directors of Jones Apparel Group USA, Inc. In addition, Jones Apparel Group, Inc. has entered into executive employment agreements with Sidney Kimmel, Peter Boneparth, Wesley R. Card, Ira M. Dansky and Rhonda Brown pursuant to which Jones Apparel Group, Inc. has agreed to indemnify such officers and directors to the maximum extent permitted by applicable law against any liability incurred by such officers and directors in their capacities as such.

      As permitted by the Pennsylvania Business Corporation Law (“PBCL”), Section 8.1 of the Amended and Restated By-laws of Jones Apparel Group, Inc. and Section 7.1 of the By-laws of Jones Apparel Group USA, Inc. provide that a director shall not be personally liable for monetary damages for any action taken or failed to be taken, other than as expressly provided in the PBCL. Furthermore, such By-laws provide that the applicable corporation shall indemnify each officer and director to the full extent permitted by the PBCL, the Pennsylvania Director’s Liability Act and any other present or future provision of Pennsylvania law and shall pay and advance expenses for any matters covered by such indemnification to the full extent permitted by Pennsylvania law.

      Sections 1741 through 1750 of the PBCL contain provisions for mandatory and discretionary indemnification of a corporation’s directors, officers and other personnel, and related matters. Under Section 1741 of the PBCL, subject to certain limitations, a corporation has the power to indemnify directors and officers under certain prescribed circumstances against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with an action or proceeding, whether civil, criminal, administrative or investigative (other than derivative actions), to which any such officer or director is a party or is threatened to be made a party by reason of such person being a representative of the corporation or 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, so long as the director or officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, such officer or director had no reasonable cause to believe his or her conduct was unlawful.

      Section 1742 of the PBCL permits indemnification in derivative and corporate actions if the appropriate standard of conduct is met, except 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 proper court 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 deems proper.

      Under Section 1743 of the PBCL, indemnification is mandatory to the extent that the officer or director has been successful on the merits or otherwise in defense of any action or proceeding referred to in Section 1741 or 1742 of the PBCL.

      Section 1744 of the PBCL provides that, unless ordered by a court, any indemnification under Section 1741 or 1742 of the PBCL 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 such determination will be made by (i) the board of directors by a majority vote of a quorum of directors 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 in a written opinion, or (iii) by the shareholders.

      Section 1745 of the PBCL provides that expenses (including attorneys’ fees) incurred by an officer, director, employee or agent in defending any action or proceeding referred to in Sections 1741 through 1750 of

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the PBCL may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation. Except as otherwise provided in the corporation’s by-laws, advancement of expenses must be authorized by the board of directors.

      Section 1746 of the PBCL provides generally that the indemnification and advancement of expenses provided by Sections 1741 through 1750 of the PBCL shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any by-law, 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. In no event may indemnification be made 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.

      Section 1747 of the PBCL grants a corporation the power to purchase and maintain insurance on behalf of any director or officer against any liability incurred by him in his capacity as officer or director, whether or not the corporation would have the power to indemnify him against that liability under Sections 1741 through 1750 of the PBCL.

      Sections 1748 and 1749 of the PBCL extend the indemnification and advancement of expenses provisions contained in Sections 1741 through 1750 of the PBCL to successor corporations in fundamental changes and to representatives serving as fiduciaries of employee benefit plans.

      Section 1750 of the PBCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Sections 1741 through 1750 of the PBCL shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such person.

Registrants Incorporated in Delaware

      Jones Apparel Group Holdings, Inc. (“Jones Holdings”) and Nine West Footwear Corporation (“Nine West”) are incorporated in the State of Delaware. Jones Apparel Group, Inc. maintains officers’ and directors’ liability insurance for the benefit of the officers and directors of Jones Holdings and Nine West.

      In addition, the Certificate of Incorporation of Jones Holdings and the Certificate of Incorporation of Nine West provide that the personal liability of each of their respective directors shall be eliminated to the fullest extent permitted by Section 102(b)(7) of the General Corporation Law of Delaware (the “DGCL”). The Certificate of Incorporation of Jones Holdings further provides that Jones Holdings shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify all persons whom it shall have the power to indemnify thereunder from any and all of the expenses, liabilities, or other matters referred to or covered therein and that the indemnification provided by such Articles of Incorporation shall not be deemed exclusive, shall apply to a person acting in an official capacity or other capacity while holding office, shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such person.

      Section 9.01 of the By-laws of Jones Holdings provides that (i) it shall indemnify any person made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation and (ii) it may, at the discretion of the Board of Directors, indemnify any such person who is or was serving at the request of the corporation in any of the foregoing positions in a corporation other than Jones Holdings, or any partnership, joint venture, trust or other enterprise, in each case, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including appeal; provided the person acted in good faith and in the best interests of the corporation, or with respect to any criminal action or proceeding, such person had no reasonable cause to believe his conduct was unlawful, except for actions or proceedings in right of the corporation where it is adjudged that such person is liable for negligence or misconduct, unless a proper court determines that such person is nonetheless entitled to

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indemnification. Section 9.02 of the By-laws of Jones Holdings further provides that it may purchase and maintain insurance for the indemnification of the corporation and its directors, officers, employees and agents to the full extent permitted by applicable law.

      Section 5.12 of the By-laws of Nine West provides that to the fullest extent permitted by Delaware law, (i) it shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding (brought in the right of the corporation or otherwise), whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of a corporation other than Nine West, or any partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including appeals and (ii) it shall pay expenses incurred in defending any of the foregoing in advance of a final disposition upon receipt of an undertaking by such person seeking indemnification to repay Nine West if it is ultimately determined that such person is not entitled to be indemnified. Section 5.12 of the By-laws of Nine West further provides that it may purchase and maintain insurance on behalf of its directors, officers, employees, agents and certain other persons identified therein against any liability asserted against them regardless if it possesses the power to indemnify such person against such loss.

      Section 102(b)(7) and Section 145 of the DGCL contain provisions for indemnification of a corporation’s directors, officers and other personnel, and related matters. Section 102(b)(7) of the DGCL permits a corporation to eliminate the personal liability of a director, except (1) for any breach of the director’s duty of loyalty to the corporation or their stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (3) under Section 174 of the DGCL or (4) for any transaction from which the director derives an improper personal benefit.

      Subsection (a) of Section 145 of the DGCL empowers a corporation 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, suit 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 director, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit 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 action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

      Subsection (b) of Section 145 of the DGCL empowers a corporation 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 suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit 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 except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

      Section 145 of the DGCL further provides that (1) to the extent a director, officer, employee or agent of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith; (2) indemnification or advancement of expenses provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and (3) the corporation shall have the power

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to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145.

Registrant Incorporated in New Jersey

      Jones Retail Corporation is incorporated in the State of New Jersey. Jones Apparel Group, Inc. maintains officers’ and directors’ liability insurance for the benefit of Jones Retail Corporation’s officers and directors.

      In addition, subsection (2) of Section 14A:3-5 of the New Jersey Business Corporation Act (the “NJBCA”) empowers a corporation to indemnify any person who is or was a director, officer, employee or agent of the corporation or any person holding any of the foregoing offices in a corporation other than the indemnifying corporation or any other enterprise, serving as such at the request of the indemnifying corporation (a “corporate agent”) against reasonable costs (including attorneys’ fees) and amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties in connection with any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding (other than an action by or in the right of the corporation) involving the corporate agent by reason of his or her being or having been a corporate agent, other than a proceeding by or in the right of the corporation, if (i) such corporate agent acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation and (ii) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his or her conduct was unlawful.

      Subsection (3) of Section 14A:3-5 empowers a corporation to indemnify a corporate agent against reasonable costs (including attorneys’ fees) incurred by him or her in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor which involves such corporate agent by reason of the fact that he or she is or was a corporate agent, if such corporate agent acted in good faith and in a manner reasonably believed to be in the best interests of the corporation, except that no indemnification may be made in respect to any claim, issue or matter as to which such corporate agent shall have been adjudged to be liable to the corporation, unless and only to the extent that the proper court in which such action or suit was brought shall determine that despite the adjudication of liability, such corporate agent is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.

      Subsection (4) of Section 14A:3-5 provides that to the extent that a corporate agent has been successful in the defense of any action, suit or proceeding referred to in subsections (2) and (3) or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) incurred by him or her in connection therewith.

      Subsection (5) of Section 14A:3-5 provides that any indemnification under subsection 14A:3-5(2) and, unless ordered by a court, under subsection 14A:3-5(3) may be made by the corporation only as authorized in a specific case upon a determination that indemnification is proper in the circumstances because the corporate agent met the applicable standard of conduct. Unless otherwise provided in the certificate of incorporation or bylaws, such determination shall be made (i) by the board of directors, acting by a majority vote of a quorum consisting of directors who were not parties to or otherwise involved in the proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable and such quorum of the board of directors by a majority vote of the disinterested directors so directs, by independent legal counsel, in a written opinion, or (iii) by the shareholders if the certificate of incorporation or bylaws or a resolution of the board of directors or of the shareholders so directs.

      Subsection (6) of Section 14A:3-5 provides that reasonable costs (including attorneys’ fees) incurred by a corporate agent in connection with a proceeding may be paid by the corporation in advance of the final disposition of the proceeding as authorized by the board of directors upon receipt of an undertaking by or on behalf of the corporate agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified.

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      Subsection (7) of Section 14A:3-5 provides that if a corporation upon application of a corporate agent has failed or refused to provide indemnification required or permitted under Section 14A:3-5, a corporate agent may apply to a court for an award of indemnification by the corporation, and such court (i) may award indemnification to the extent authorized or required under Section 14A:3-5, notwithstanding any contrary determination which may have been made under subsection (5) thereof, and (ii) may allow reasonable costs (including attorneys’ fees), subject to the provisions of subsection (6) thereof, if the court shall find that the corporate agent has raised genuine issues of fact or law.

      Subsection (8) of Section 14A:3-5 provides that indemnification provided for by Section 14A:3-5 shall not be deemed exclusive of any rights to which the corporate agent may be entitled; provided that no indemnification shall be made to a corporate agent if a judgment or other final adjudication adverse to the corporate agent establishes that his or her acts or omissions (i) were in breach of such corporate agent’s duty of loyalty to the corporation or its shareholders, (ii) were not in good faith or involved a knowing violation of law or (iii) resulted in receipt by the corporate agent of an improper personal benefit.

      Subsection (9) of Section 14A:3-5 empowers a corporation to purchase and maintain insurance on behalf of a corporate agent against reasonable costs (including attorneys’ fees) incurred in any proceeding and any amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties asserted against such corporate agent by reason of his or her being or having been a corporate agent, whether or not the corporation would have the power to indemnify such corporate agent against such reasonable costs and amounts paid or incurred.

      The foregoing statements are subject to the detailed provisions of the PBCL, the DGCL and the NJBCA and to the applicable provisions of each of the Registrant’s Articles of Incorporation and By-laws.

Item 21. Exhibits and Financial Statement Schedules.

Exhibit
Number		Description of Documents
	2.1	Agreement and Plan of Merger dated September 10, 1998, among Jones Apparel Group, Inc., SAI Acquisition Corp., Sun Apparel, Inc. and the selling shareholders (incorporated by reference to Exhibit 2.1 of Jones Apparel Group, Inc.’s Current Report on Form 8-K dated September 24, 1998).
	2.2	Agreement and Plan of Merger dated as of March 1, 1999, among Jones Apparel Group, Inc., Jill Acquisition Sub Inc. and Nine West Group Inc. (incorporated by reference to Exhibit 2.1 of Jones Apparel Group, Inc.’s Current Report on Form 8-K dated March 2, 1999).
	2.3	Securities Purchase and Sale Agreement dated as of July 31, 2000, among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Victoria + Co Ltd. and the Shareholders and Warrantholders of Victoria + Co Ltd (incorporated by reference to Exhibit 2.1 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 2, 2000).
	2.4	Agreement and Plan of Merger dated as of April 13, 2001, among Jones Apparel Group, Inc., MCN Acquisition Corp. and McNaughton Apparel Group Inc. (incorporated by reference to Exhibit 2.1 of Jones Apparel Group, Inc.’s Current Report on Form 8-K dated April 13, 2001).
	2.5	Purchase Agreement dated as of August 7, 2003 between Kasper A.S.L., Ltd. and Jones Apparel Group, Inc. (incorporated by reference to Exhibit 2.1 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the nine months ended October 4, 2003).
	2.6	Agreement and Plan of Merger dated as of June 18, 2004, among Jones Apparel Group, Inc., MSC Acquisition Corp. and Maxwell Shoe Company Inc. (incorporated by reference to Exhibit 99.D.3 of Amendment No. 16 to Jones Apparel Group, Inc.’s Schedule TO dated June 21, 2004).
	2.7	Agreement and Plan of Merger dated as of November 10, 2004 among Jones Apparel Group, Inc., Flintstone Acquisition Corp. and Barneys New York, Inc. (incorporated by reference to Exhibit 2 of Jones Apparel Group, Inc.’s Schedule 13D dated November 10, 2004).
	3.1	Articles of Incorporation of Jones Apparel Group, Inc., as amended (incorporated by reference to Exhibit 3.1 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).

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Exhibit
Number		Description of Documents
	3.2	Certificate of Incorporation of Jones Apparel Group Holdings, Inc. (f/k/a Jill Acquisition Sub Inc.) (filed herewith).
	3.3	Articles of Incorporation of Jones Apparel Group USA, Inc. (incorporated by reference to Exhibit 3.3 of Jones Apparel Group, Inc.’s Form S-4 (File No. 333-68587) filed on January 25, 1999).
	3.4	Certificate of Incorporation of Nine West Footwear Corporation (filed herewith).
	3.5	Certificate of Incorporation of Jones Retail Corporation (f/k/a Melru Corporation) (filed herewith).
	3.6	Amended and Restated By-Laws of Jones Apparel Group, Inc. (incorporated by reference to Exhibit 3.2 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 6, 2002).
	3.7	By-Laws of Jones Apparel Group Holdings, Inc. (f/k/a Jill Acquisition Sub Inc.) (filed herewith).
	3.8	By-Laws of Jones Apparel Group USA, Inc. (incorporated by reference to Exhibit 3.4 of Jones Apparel Group, Inc.’s Form S-4 (File No. 333-68587) filed on January 25, 1999).
	3.9	By-Laws of Nine West Footwear Corporation (filed herewith).
	3.10	By-Laws of Jones Retail Corporation (f/k/a Melru Corporation) (filed herewith).
	4.1	Form of Certificate evidencing shares of common stock of Jones Apparel Group, Inc. (incorporated by reference to Exhibit 4.1 of Jones Apparel Group, Inc.’s Shelf Registration Statement on Form S-3, filed on October 28, 1998 (Registration No. 333-66223)).
	4.2	Exchange and Registration Rights Agreement dated October 2, 1998, among Jones Apparel Group, Inc. and Chase Securities Inc., Merrill Lynch, Pierce Fenner & Smith Incorporated and Bear, Stearns & Co. Inc. (incorporated by reference to Exhibit 4.1 of Jones Apparel Group, Inc.’s Form S-4, filed on December 9, 1998 (Registration No. 333-68587)).
	4.3	Second Supplemental Indenture for 83/8% Series B Senior Notes due 2005 dated as of June 15, 1999, among Jack Asset Sub Inc., Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 4, 1999).
	4.4	Exchange and Note Registration Rights Agreement dated June 15, 1999, among Jones Apparel Group, Inc., Bear, Stearns & Co. Inc., Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., BancBoston Robertson Stephens Inc., Banc of America Securities LLC, ING Baring Furman Selz LLC, Lazard Freres & Co. LLC, Tucker Anthony Cleary Gull, Brean Murray & Co., Inc. and The Buckingham Research Group Incorporated (incorporated by reference to Exhibit 4.5 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 4, 1999).
	4.5	Senior Note Indenture dated as of June 15, 1999, among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Group Inc. and The Bank of New York, as Trustee, including Form of 7.50% Senior Notes due 2004 and Form of 7.875% Senior Notes due 2006 (incorporated by reference to Exhibit 4.6 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 4, 1999).
	4.6	Senior Note Indenture dated as of July 9, 1997, among Nine West Group Inc. and Nine West Development Corporation, Nine West Distribution Corporation, Nine West Footwear Corporation and Nine West Manufacturing Corporation, as Guarantors, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 of the Nine West Group Inc. Registration Statement on Form S-4, filed on August 21, 1997 (Registration No. 333-34085)).
	4.7	Supplemental Indenture, dated as of September 15, 1998, among Nine West Group Inc. and Nine West Manufacturing II Corporation, Nine West Development Corporation, Nine West Distribution Corporation, Nine West Footwear Corporation and Nine West Manufacturing Corporation, as Guarantors, and The Bank of New York, as Trustee under the Senior Note Indenture dated as of July 9, 1997 (incorporated by reference to Exhibit 4.7.1 of the Nine West Group Inc. Quarterly Report on Form 10-Q for the nine months ended October 31, 1998).

II-6

Exhibit
Number		Description of Documents
	4.8	Form of Nine West Group Inc. 83/8% Series B Senior Notes due 2005 (incorporated by reference to Exhibit 4.6 of the Nine West Group Inc.’s Registration Statement on Form S-4, filed on August 21, 1997 (Registration No. 333-34085)).
	4.9	Indenture dated as of February 1, 2001, among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc. and Nine West Group Inc., as Issuers and The Bank of New York, as Trustee, including Form of Zero Coupon Convertible Senior Notes due 2021 (incorporated by reference to Exhibit 4.22 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).
	4.10	Registration Rights Agreement dated February 1, 2001 among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Group Inc., Salomon Smith Barney Inc. and Bear, Stearns & Co. Inc. (incorporated by reference to Exhibit 4.23 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).
	4.11	Supplemental Indenture, dated as of December 23, 2002, by and among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Group Inc., Nine West Footwear Corporation, Jones Retail Corporation, as Issuers, and The Bank of New York, as Trustee, relating to the Zero Coupon Senior Notes Due 2021 (incorporated by reference to Exhibit 4.11 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
	4.12	Supplemental Indenture, dated as of December 23, 2002, by and among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Group Inc., Nine West Footwear Corporation, Jones Retail Corporation, as Issuers, and The Bank of New York, as Trustee, relating to the 7.50% Senior Notes Due 2004 and 7.875% Senior Notes Due 2006 (incorporated by reference to Exhibit 4.12 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
	4.13	Supplemental Indenture, dated as of December 23, 2002, by and among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Group Inc., Nine West Footwear Corporation, Jones Retail Corporation, as Issuers, and The Bank of New York, as Trustee, relating to the 83/8% Series B Senior Notes due 2005 (incorporated by reference to Exhibit 4.13 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
	4.14	Indenture, dated as of November 22, 2004, among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Footwear Corporation and Jones Retail Corporation, as Issuers and SunTrust Bank, as Trustee, including Form of 4.250% Senior Notes due 2009, Form of 5.125% Senior Notes due 2014 and Form of 6.125% Senior Notes due 2034 (incorporated by reference to Exhibit 4.14 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	4.15	Form of Exchange and Note Registration Rights Agreement dated November 22, 2004 among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Footwear Corporation and Jones Retail Corporation, and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Representatives of the Several Initial Purchasers listed in Schedule I thereto, with respect to 4.250% Senior Notes due 2009, 5.125% Senior Notes due 2014 and 6.125% Senior Notes due 2034 (incorporated by reference to Exhibit 4.15 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	5.1	Opinion of Cravath, Swaine & Moore LLP (filed herewith).
	5.2	Opinion of Schnader Harrison Segal & Lewis LLP (filed herewith).
	5.3	Opinion of Drinker Biddle & Reath LLP (filed herewith).
	10.1	1991 Stock Option Plan (incorporated by reference to Exhibit 10.5 of Jones Apparel Group, Inc.’s Registration Statement on Form S-1 filed on April 3, 1991 (Registration No. 33-39742)).
	10.2	1996 Stock Option Plan (incorporated by reference to Exhibit 10.33 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996).
	10.3	1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).

II-7

Exhibit
Number		Description of Documents
	10.4	Form of Agreement Evidencing Stock Option Awards Under the 1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	10.5	Form of Agreement Evidencing Restricted Stock Awards Under the 1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	10.6	License Agreement dated October 18, 1995, between Jones Apparel Group, Inc. and Polo Ralph Lauren, L.P. (incorporated by reference to Exhibit 10.40 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996).#
	10.7	Design Services Agreement dated October 18, 1995, between Jones Apparel Group, Inc. and Polo Ralph Lauren, L.P. (incorporated by reference to Exhibit 10.41 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996).#
	10.8	License Agreement dated as of August 1, 1995, between PRL USA, Inc., as assignee of Polo Ralph Lauren Corporation, successor to Polo Ralph Lauren, L.P., and Sun Apparel, Inc., as amended (incorporated by reference to Exhibit 10.53 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the nine months ended September 27, 1998).#
	10.9	Design Services Agreement dated as of August 1, 1995, between Polo Ralph Lauren Corporation, successor to Polo Ralph Lauren, L.P., and Sun Apparel, Inc., as amended (incorporated by reference to Exhibit 10.54 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the nine months ended September 27, 1998).#
	10.10	Cross-Default and Term Extension Agreement dated May 11, 1998 among PRL USA, Inc., The Polo/ Lauren Company, L.P., Polo Ralph Lauren Corporation, Jones Apparel Group, Inc. and Jones Investment Co. Inc. (incorporated by reference to Exhibit 10.1 of Jones Apparel Group, Inc.’s Current Report on Form 8-K dated February 4, 2003).
	10.11	License Agreement dated May 11, 1998, between Jones Apparel Group, Inc. and Polo Ralph Lauren, L.P. (incorporated by reference to Exhibit 10.19 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).#
	10.12	Design Services Agreement dated May 11, 1998, between Jones Apparel Group, Inc. and Polo Ralph Lauren, L.P. (incorporated by reference to Exhibit 10.20 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).#
	10.13	Five-Year Credit Agreement dated as of June 15, 1999, among Jones Apparel Group USA, Inc. and the Additional Obligors referred to therein, the Lenders referred to therein, and First Union National Bank, as Administrative Agent (incorporated by reference to Exhibit 10.2 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 4, 1999).
	10.14	Jones Apparel Group, Inc. Executive Annual Incentive Plan (incorporated by reference to Annex B of Jones Apparel Group, Inc.’s Proxy Statement for Jones Apparel Group, Inc.’s 1999 Annual Meeting of Stockholders).
	10.15	Amended and Restated Employment Agreement dated March 11, 2002, between Jones Apparel Group, Inc. and Peter Boneparth (incorporated by reference to Exhibit 10.20 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
	10.16	Employment Agreement dated as of July 1, 2000, between Jones Apparel Group, Inc. and Sidney Kimmel (incorporated by reference to Exhibit 10.1 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the nine months ended October 1, 2000).
	10.17	Amended and Restated Employment Agreement dated March 11, 2002, between Jones Apparel Group, Inc. and Wesley R. Card (incorporated by reference to Exhibit 10.1 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the three months ended April 6, 2002).
	10.18	Amended and Restated Employment Agreement dated April 4, 2002, between Jones Apparel Group, Inc. and Ira M. Dansky (incorporated by reference to Exhibit 10.2 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the three months ended April 6, 2002).

II-8

Exhibit
Number		Description of Documents
	10.19	Buying Agency Agreement dated August 31, 2001, between Nine West Group Inc. and Bentley HSTE Far East Services Limited (incorporated by reference to Exhibit 10.2 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the nine months ended October 6, 2001).
	10.20	Buying Agency Agreement dated November 30, 2001, between Nine West Group Inc. and Bentley HSTE Far East Services, Limited (incorporated by reference to Exhibit 10.22 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
	10.21	Employment Agreement dated as of October 1, 2001, between Jones Apparel Group, Inc. and Rhonda Brown (incorporated by reference to Exhibit 10.23 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
	10.22	Amendment dated February 28, 2003 to the Amended and Restated Employment Agreement between Jones Apparel Group, Inc. and Wesley R. Card (incorporated by reference to Exhibit 10.22 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
	10.23	Amendment dated February 28, 2003 to the Amended and Restated Employment Agreement between Jones Apparel Group, Inc. and Peter Boneparth (incorporated by reference to Exhibit 10.23 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
	10.24	Amendment dated February 28, 2003 to the Amended and Restated Employment Agreement between Jones Apparel Group, Inc. and Ira M. Dansky (incorporated by reference to Exhibit 10.24 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
	10.25	Amendment dated February 28, 2003 to the Employment Agreement between Jones Apparel Group, Inc. and Rhonda Brown (incorporated by reference to Exhibit 10.25 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
	10.26	Form of Deferred Compensation Plan for Outside Directors (incorporated by reference to Exhibit 10.26 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
	10.27	Waiver and Amendment No. 2 to the Five-Year Credit Agreement dated as of June 10, 2003, among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the banks, financial institutions and other institutional lenders parties to the Five-Year Credit Agreement referred to therein and Wachovia Bank, National Association, as agent (incorporated by reference to Exhibit 10.1 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 5, 2003).
	10.28	Three Year Credit Agreement dated as of June 10, 2003, by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, JPMorgan Chase Bank and Citibank, N.A., as Syndication Agents and Fleet National Bank and Bank of America, N.A., as Documentation Agents (incorporated by reference to Exhibit 10.2 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 5, 2003).
	10.29	Amended and Restated Five-Year Credit Agreement dated as of June 15, 2004, by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents, and Bank of America, N.A., Barclays Bank PLC and SunTrust Bank as Documentation Agents (incorporated by reference to Exhibit 10.1 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 3, 2004).
	10.30	Amendment No. 2 to the Three Year Credit Agreement dated as of November 17, 2004 among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein and Wachovia Bank, National Association as agent for the Lenders (incorporated by reference to Exhibit 10.30 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).

II-9

Exhibit
Number		Description of Documents
	10.31	Amendment to the Amended and Restated Five-Year Year Credit Agreement dated as of November 17, 2004 among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein and Wachovia Bank, National Association as agent for the Lenders (incorporated by reference to Exhibit 10.31 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	10.32	Jones Apparel Group, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.32 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	10.33	Summary Sheet of Compensation of Outside Directors of Jones Apparel Group, Inc. (incorporated by reference to Exhibit 10.33 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	10.34	Summary Sheet of Compensation of Named Executive Officers of Jones Apparel Group, Inc. (incorporated by reference to Exhibit 10.34 of Jones Apparel Group, Inc.’s Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	12.1	Statement regarding computations of ratio of earnings to fixed charges (incorporated by reference to Exhibit 12 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	21.1	List of Subsidiaries of each of the Registrants (incorporated by reference to Exhibit 21 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	23.1	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1).
	23.2	Consent of Schnader Harrison Segal & Lewis LLP (included in Exhibit 5.2).
	23.3	Consent of Drinker Biddle & Reath LLP (included in Exhibit 5.3).
	23.4	Consent of BDO Seidman, LLP (filed herewith).
	24.1	Powers of Attorney (filed previously).
	25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of SunTrust Bank, as Trustee, on Form T-1, relating to the 4.250% Senior Notes due 2009, the 5.125% Senior Notes due 2014 and the 6.125% Senior Notes due 2034 (filed previously).
	99.1	Form of Letter of Transmittal (filed previously).
	99.2	Form of Notice of Guaranteed Delivery (filed previously).
	99.3	Form of Notice of Withdrawal of Tender (filed previously).
	99.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (filed previously).
	99.5	Form of Letter to Clients (filed previously).
	99.6	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (filed previously).

^#  Portions deleted pursuant to application for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

Item 22. Undertakings

      The undersigned registrants undertake 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(c) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

      The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of Form S-4, within one business day of the receipt of such request, and to send the incorporated documents by first-class mail or other equally prompt

II-10

means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      The undersigned registrants hereby undertake to supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

      The undersigned registrants hereby undertake that insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described in Item 20 above, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such 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 counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-11

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant 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 April 12, 2005.

JONES APPAREL GROUP, INC.

By:  /s/ Ira M. Dansky

Name: Ira M. Dansky

Title: Executive Vice President, General
Counsel and Secretary

JONES APPAREL GROUP, INC.

Signature		Title	Date
/s/ * Peter Boneparth		President, Chief Executive Officer and Director (Principal Executive Officer)	April 12, 2005
/s/ * Sidney Kimmel		Chairman and Director	April 12, 2005
/s/ * Wesley R. Card		Chief Operating and Financial Officer (Principal Financial Officer)	April 12, 2005
/s/ * Patrick M. Farrell		Senior Vice President and Corporate Controller (Principal Accounting Officer)	April 12, 2005
/s/ * Howard Gittis		Director	April 12, 2005
/s/ * Anthony F. Scarpa		Director	April 12, 2005
/s/ * Michael L. Tarnopol		Director	April 12, 2005
/s/ * Matthew H. Kamens		Director	April 12, 2005
/s/ * J. Robert Kerrey		Director	April 12, 2005
/s/ * Ann N. Reese		Director	April 12, 2005
*By:	/s/ Ira M. Dansky Ira M. Dansky, as Attorney-in-Fact

II-12

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant 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 April 12, 2005.

JONES APPAREL GROUP HOLDINGS, INC.

By:  /s/ Ira M. Dansky

Name: Ira M. Dansky

Title:   President

JONES APPAREL GROUP HOLDINGS, INC.

Signature		Title	Date
/s/ Ira M. Dansky Ira M. Dansky		President and Director (Principal Executive Officer)	April 12, 2005
/s/ * Patrick M. Farrell		Senior Vice President/Finance (Principal Financial Officer and Principal Accounting Officer)	April 12, 2005
/s/ * Joseph T. Donnalley		Vice President/Finance, Assistant Secretary and Director	April 12, 2005
/s/ * Patricia F. Genzel		Vice President, Secretary and Director	April 12, 2005
*By:	/s/ Ira M. Dansky Ira M. Dansky, as Attorney-in-Fact

II-13

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant 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 April 12, 2005.

JONES APPAREL GROUP USA, INC.

By:  /s/ Ira M. Dansky

Name: Ira M. Dansky

Title: Secretary

JONES APPAREL GROUP USA, INC.

Signature		Title	Date
/s/ * Peter Boneparth		President and Director (Principal Executive Officer)	April 12, 2005
/s/ * Wesley R. Card		Chief Financial Officer and Director (Principal Financial Officer)	April 12, 2005
/s/ * Patrick M. Farrell		Senior Vice President and Corporate Controller (Principal Accounting Officer)	April 12, 2005
*By:	/s/ Ira M. Dansky Ira M. Dansky, as Attorney-in-Fact

II-14

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant 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 April 12, 2005.

NINE WEST FOOTWEAR CORPORATION

By:  /s/ Ira M. Dansky

Name: Ira M. Dansky

Title: Executive Vice President and Secretary

NINE WEST FOOTWEAR CORPORATION

Signature		Title	Date
/s/ * Rhonda Brown		President and Director (Principal Executive Officer)	April 12, 2005
/s/ * Gloria W. DiPuma		Chief Financial Officer (Principal Financial Officer)	April 12, 2005
/s/ * Peter Boneparth		Director	April 12, 2005
/s/ * Wesley R. Card		Director	April 12, 2005
/s/ * Patrick M. Farrell		Vice President/Finance and Administration (Principal Accounting Officer)	April 12, 2005
*By:	/s/ Ira M. Dansky Ira M. Dansky, as Attorney-in-Fact

II-15

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant 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 April 12, 2005.

JONES RETAIL CORPORATION

By:  /s/ Ira M. Dansky

Name: Ira M. Dansky

Title:  Secretary

JONES RETAIL CORPORATION

Signature		Title	Date
/s/ * Rhonda Brown		President, Chief Executive Officer and Director (Principal Executive Officer)	April 12, 2005
/s/ * Gloria W. DiPuma		Chief Financial Officer (Principal Financial Officer)	April 12, 2005
/s/ * Peter Boneparth		Director	April 12, 2005
/s/ * Wesley R. Card		Vice President and Director	April 12, 2005
/s/ * Patrick M. Farrell		Vice President/Finance and Administration (Principal Accounting Officer)	April 12, 2005
*By:	/s/ Ira M. Dansky Ira M. Dansky, as Attorney-in-Fact

II-16

EXHIBIT INDEX

Exhibit
Number			Description of Documents
	2	.1	Agreement and Plan of Merger dated September 10, 1998, among Jones Apparel Group, Inc., SAI Acquisition Corp., Sun Apparel, Inc. and the selling shareholders (incorporated by reference to Exhibit 2.1 of Jones Apparel Group, Inc.’s Current Report on Form 8-K dated September 24, 1998).
	2	.2	Agreement and Plan of Merger dated as of March 1, 1999, among Jones Apparel Group, Inc., Jill Acquisition Sub Inc. and Nine West Group Inc. (incorporated by reference to Exhibit 2.1 of Jones Apparel Group, Inc.’s Current Report on Form 8-K dated March 2, 1999).
	2	.3	Securities Purchase and Sale Agreement dated as of July 31, 2000, among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Victoria + Co Ltd. and the Shareholders and Warrantholders of Victoria + Co Ltd (incorporated by reference to Exhibit 2.1 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 2, 2000).
	2	.4	Agreement and Plan of Merger dated as of April 13, 2001, among Jones Apparel Group, Inc., MCN Acquisition Corp. and McNaughton Apparel Group Inc. (incorporated by reference to Exhibit 2.1 of Jones Apparel Group, Inc.’s Current Report on Form 8-K dated April 13, 2001).
	2	.5	Purchase Agreement dated as of August 7, 2003 between Kasper A.S.L., Ltd. and Jones Apparel Group, Inc. (incorporated by reference to Exhibit 2.1 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the nine months ended October 4, 2003).
	2	.6	Agreement and Plan of Merger dated as of June 18, 2004, among Jones Apparel Group, Inc., MSC Acquisition Corp. and Maxwell Shoe Company Inc. (incorporated by reference to Exhibit 99.D.3 of Amendment No. 16 to Jones Apparel Group, Inc.’s Schedule TO dated June 21, 2004).
	2	.7	Agreement and Plan of Merger dated as of November 10, 2004 among Jones Apparel Group, Inc., Flintstone Acquisition Corp. and Barneys New York, Inc. (incorporated by reference to Exhibit 2 of Jones Apparel Group, Inc.’s Schedule 13D dated November 10, 2004).
	3	.1	Articles of Incorporation of Jones Apparel Group, Inc., as amended (incorporated by reference to Exhibit 3.1 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).
	3	.2	Certificate of Incorporation of Jones Apparel Group Holdings, Inc. (f/k/a Jill Acquisition Sub Inc.) (filed herewith).
	3	.3	Articles of Incorporation of Jones Apparel Group USA, Inc. (incorporated by reference to Exhibit 3.3 of Jones Apparel Group, Inc.’s Form S-4 (File No. 333-68587) filed on January 25, 1999).
	3	.4	Certificate of Incorporation of Nine West Footwear Corporation (filed herewith).
	3	.5	Certificate of Incorporation of Jones Retail Corporation (f/k/a Melru Corporation) (filed herewith).
	3	.6	Amended and Restated By-Laws of Jones Apparel Group, Inc. (incorporated by reference to Exhibit 3.2 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 6, 2002).
	3	.7	By-Laws of Jones Apparel Group Holdings, Inc. (f/k/a Jill Acquisition Sub Inc.) (filed herewith).
	3	.8	By-Laws of Jones Apparel Group USA, Inc. (incorporated by reference to Exhibit 3.4 of Jones Apparel Group, Inc.’s Form S-4 (File No. 333-68587) filed on January 25, 1999).
	3	.9	By-Laws of Nine West Footwear Corporation (filed herewith).
	3	.10	By-Laws of Jones Retail Corporation (f/k/a Melru Corporation) (filed herewith).
	4	.1	Form of Certificate evidencing shares of common stock of Jones Apparel Group, Inc. (incorporated by reference to Exhibit 4.1 of Jones Apparel Group, Inc.’s Shelf Registration Statement on Form S-3, filed on October 28, 1998 (Registration No. 333-66223)).
	4	.2	Exchange and Registration Rights Agreement dated October 2, 1998, among Jones Apparel Group, Inc. and Chase Securities Inc., Merrill Lynch, Pierce Fenner & Smith Incorporated and Bear, Stearns & Co. Inc. (incorporated by reference to Exhibit 4.1 of Jones Apparel Group, Inc.’s Form S-4, filed on December 9, 1998 (Registration No. 333-68587)).

Exhibit
Number			Description of Documents
	4	.3	Second Supplemental Indenture for 83/8% Series B Senior Notes due 2005 dated as of June 15, 1999, among Jack Asset Sub Inc., Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 4, 1999).
	4	.4	Exchange and Note Registration Rights Agreement dated June 15, 1999, among Jones Apparel Group, Inc., Bear, Stearns & Co. Inc., Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., BancBoston Robertson Stephens Inc., Banc of America Securities LLC, ING Baring Furman Selz LLC, Lazard Freres & Co. LLC, Tucker Anthony Cleary Gull, Brean Murray & Co., Inc. and The Buckingham Research Group Incorporated (incorporated by reference to Exhibit 4.5 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 4, 1999).
	4	.5	Senior Note Indenture dated as of June 15, 1999, among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Group Inc. and The Bank of New York, as Trustee, including Form of 7.50% Senior Notes due 2004 and Form of 7.875% Senior Notes due 2006 (incorporated by reference to Exhibit 4.6 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 4, 1999).
	4	.6	Senior Note Indenture dated as of July 9, 1997, among Nine West Group Inc. and Nine West Development Corporation, Nine West Distribution Corporation, Nine West Footwear Corporation and Nine West Manufacturing Corporation, as Guarantors, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 of the Nine West Group Inc. Registration Statement on Form S-4, filed on August 21, 1997 (Registration No. 333-34085)).
	4	.7	Supplemental Indenture, dated as of September 15, 1998, among Nine West Group Inc. and Nine West Manufacturing II Corporation, Nine West Development Corporation, Nine West Distribution Corporation, Nine West Footwear Corporation and Nine West Manufacturing Corporation, as Guarantors, and The Bank of New York, as Trustee under the Senior Note Indenture dated as of July 9, 1997 (incorporated by reference to Exhibit 4.7.1 of the Nine West Group Inc. Quarterly Report on Form 10-Q for the nine months ended October 31, 1998).
	4	.8	Form of Nine West Group Inc. 83/8% Series B Senior Notes due 2005 (incorporated by reference to Exhibit 4.6 of the Nine West Group Inc.’s Registration Statement on Form S-4, filed on August 21, 1997 (Registration No. 333-34085)).
	4	.9	Indenture dated as of February 1, 2001, among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc. and Nine West Group Inc., as Issuers and The Bank of New York, as Trustee, including Form of Zero Coupon Convertible Senior Notes due 2021 (incorporated by reference to Exhibit 4.22 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).
	4	.10	Registration Rights Agreement dated February 1, 2001 among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Group Inc., Salomon Smith Barney Inc. and Bear, Stearns & Co. Inc. (incorporated by reference to Exhibit 4.23 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).
	4	.11	Supplemental Indenture, dated as of December 23, 2002, by and among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Group Inc., Nine West Footwear Corporation, Jones Retail Corporation, as Issuers, and The Bank of New York, as Trustee, relating to the Zero Coupon Senior Notes Due 2021 (incorporated by reference to Exhibit 4.11 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
	4	.12	Supplemental Indenture, dated as of December 23, 2002, by and among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Group Inc., Nine West Footwear Corporation, Jones Retail Corporation, as Issuers, and The Bank of New York, as Trustee, relating to the 7.50% Senior Notes Due 2004 and 7.875% Senior Notes Due 2006 (incorporated by reference to Exhibit 4.12 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).

Exhibit
Number			Description of Documents
	4	.13	Supplemental Indenture, dated as of December 23, 2002, by and among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Group Inc., Nine West Footwear Corporation, Jones Retail Corporation, as Issuers, and The Bank of New York, as Trustee, relating to the 83/8% Series B Senior Notes due 2005 (incorporated by reference to Exhibit 4.13 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
	4	.14	Indenture, dated as of November 22, 2004, among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Footwear Corporation and Jones Retail Corporation, as Issuers and SunTrust Bank, as Trustee, including Form of 4.250% Senior Notes due 2009, Form of 5.125% Senior Notes due 2014 and Form of 6.125% Senior Notes due 2034 (incorporated by reference to Exhibit 4.14 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	4	.15	Form of Exchange and Note Registration Rights Agreement dated November 22, 2004 among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Footwear Corporation and Jones Retail Corporation, and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Representatives of the Several Initial Purchasers listed in Schedule I thereto, with respect to 4.250% Senior Notes due 2009, 5.125% Senior Notes due 2014 and 6.125% Senior Notes due 2034 (incorporated by reference to Exhibit 4.15 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	5	.1	Opinion of Cravath, Swaine & Moore LLP (filed herewith).
	5	.2	Opinion of Schnader Harrison Segal & Lewis LLP (filed herewith).
	5	.3	Opinion of Drinker Biddle & Reath LLP (filed herewith).
	10	.1	1991 Stock Option Plan (incorporated by reference to Exhibit 10.5 of Jones Apparel Group, Inc.’s Registration Statement on Form S-1 filed on April 3, 1991 (Registration No. 33-39742)).
	10	.2	1996 Stock Option Plan (incorporated by reference to Exhibit 10.33 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996).
	10	.3	1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	10	.4	Form of Agreement Evidencing Stock Option Awards Under the 1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	10	.5	Form of Agreement Evidencing Restricted Stock Awards Under the 1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	10	.6	License Agreement dated October 18, 1995, between Jones Apparel Group, Inc. and Polo Ralph Lauren, L.P. (incorporated by reference to Exhibit 10.40 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996).#
	10	.7	Design Services Agreement dated October 18, 1995, between Jones Apparel Group, Inc. and Polo Ralph Lauren, L.P. (incorporated by reference to Exhibit 10.41 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996).#
	10	.8	License Agreement dated as of August 1, 1995, between PRL USA, Inc., as assignee of Polo Ralph Lauren Corporation, successor to Polo Ralph Lauren, L.P., and Sun Apparel, Inc., as amended (incorporated by reference to Exhibit 10.53 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the nine months ended September 27, 1998).#
	10	.9	Design Services Agreement dated as of August 1, 1995, between Polo Ralph Lauren Corporation, successor to Polo Ralph Lauren, L.P., and Sun Apparel, Inc., as amended (incorporated by reference to Exhibit 10.54 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the nine months ended September 27, 1998).#
	10	.10	Cross-Default and Term Extension Agreement dated May 11, 1998 among PRL USA, Inc., The Polo/Lauren Company, L.P., Polo Ralph Lauren Corporation, Jones Apparel Group, Inc. and Jones Investment Co. Inc. (incorporated by reference to Exhibit 10.1 of Jones Apparel Group, Inc.’s Current Report on Form 8-K dated February 4, 2003).

Exhibit
Number			Description of Documents
	10	.11	License Agreement dated May 11, 1998, between Jones Apparel Group, Inc. and Polo Ralph Lauren, L.P. (incorporated by reference to Exhibit 10.19 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).#
	10	.12	Design Services Agreement dated May 11, 1998, between Jones Apparel Group, Inc. and Polo Ralph Lauren, L.P. (incorporated by reference to Exhibit 10.20 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).#
	10	.13	Five-Year Credit Agreement dated as of June 15, 1999, among Jones Apparel Group USA, Inc. and the Additional Obligors referred to therein, the Lenders referred to therein, and First Union National Bank, as Administrative Agent (incorporated by reference to Exhibit 10.2 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 4, 1999).
	10	.14	Jones Apparel Group, Inc. Executive Annual Incentive Plan (incorporated by reference to Annex B of Jones Apparel Group, Inc.’s Proxy Statement for Jones Apparel Group, Inc.’s 1999 Annual Meeting of Stockholders).
	10	.15	Amended and Restated Employment Agreement dated March 11, 2002, between Jones Apparel Group, Inc. and Peter Boneparth (incorporated by reference to Exhibit 10.20 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
	10	.16	Employment Agreement dated as of July 1, 2000, between Jones Apparel Group, Inc. and Sidney Kimmel (incorporated by reference to Exhibit 10.1 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the nine months ended October 1, 2000).
	10	.17	Amended and Restated Employment Agreement dated March 11, 2002, between Jones Apparel Group, Inc. and Wesley R. Card (incorporated by reference to Exhibit 10.1 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the three months ended April 6, 2002).
	10	.18	Amended and Restated Employment Agreement dated April 4, 2002, between Jones Apparel Group, Inc. and Ira M. Dansky (incorporated by reference to Exhibit 10.2 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the three months ended April 6, 2002).
	10	.19	Buying Agency Agreement dated August 31, 2001, between Nine West Group Inc. and Bentley HSTE Far East Services Limited (incorporated by reference to Exhibit 10.2 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the nine months ended October 6, 2001).
	10	.20	Buying Agency Agreement dated November 30, 2001, between Nine West Group Inc. and Bentley HSTE Far East Services, Limited (incorporated by reference to Exhibit 10.22 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
	10	.21	Employment Agreement dated as of October 1, 2001, between Jones Apparel Group, Inc. and Rhonda Brown (incorporated by reference to Exhibit 10.23 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
	10	.22	Amendment dated February 28, 2003 to the Amended and Restated Employment Agreement between Jones Apparel Group, Inc. and Wesley R. Card (incorporated by reference to Exhibit 10.22 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
	10	.23	Amendment dated February 28, 2003 to the Amended and Restated Employment Agreement between Jones Apparel Group, Inc. and Peter Boneparth (incorporated by reference to Exhibit 10.23 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
	10	.24	Amendment dated February 28, 2003 to the Amended and Restated Employment Agreement between Jones Apparel Group, Inc. and Ira M. Dansky (incorporated by reference to Exhibit 10.24 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
	10	.25	Amendment dated February 28, 2003 to the Employment Agreement between Jones Apparel Group, Inc. and Rhonda Brown (incorporated by reference to Exhibit 10.25 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
	10	.26	Form of Deferred Compensation Plan for Outside Directors (incorporated by reference to Exhibit 10.26 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).

Exhibit
Number			Description of Documents
	10	.27	Waiver and Amendment No. 2 to the Five-Year Credit Agreement dated as of June 10, 2003, among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the banks, financial institutions and other institutional lenders parties to the Five-Year Credit Agreement referred to therein and Wachovia Bank, National Association, as agent (incorporated by reference to Exhibit 10.1 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 5, 2003).
	10	.28	Three Year Credit Agreement dated as of June 10, 2003, by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, JPMorgan Chase Bank and Citibank, N.A., as Syndication Agents and Fleet National Bank and Bank of America, N.A., as Documentation Agents (incorporated by reference to Exhibit 10.2 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 5, 2003).
	10	.29	Amended and Restated Five-Year Credit Agreement dated as of June 15, 2004, by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents, and Bank of America, N.A., Barclays Bank PLC and SunTrust Bank as Documentation Agents (incorporated by reference to Exhibit 10.1 of Jones Apparel Group, Inc.’s Quarterly Report on Form 10-Q for the six months ended July 3, 2004).
	10	.30	Amendment No. 2 to the Three Year Credit Agreement dated as of November 17, 2004 among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein and Wachovia Bank, National Association as agent for the Lenders (incorporated by reference to Exhibit 10.30 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	10	.31	Amendment to the Amended and Restated Five-Year Year Credit Agreement dated as of November 17, 2004 among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein and Wachovia Bank, National Association as agent for the Lenders (incorporated by reference to Exhibit 10.31 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	10	.32	Jones Apparel Group, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.32 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	10	.33	Summary Sheet of Compensation of Outside Directors of Jones Apparel Group, Inc. (incorporated by reference to Exhibit 10.33 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	10	.34	Summary Sheet of Compensation of Named Executive Officers of Jones Apparel Group, Inc. (incorporated by reference to Exhibit 10.34 of Jones Apparel Group, Inc.’s Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	12	.1	Statement regarding computations of ratio of earnings to fixed charges (incorporated by reference to Exhibit 12 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	21	.1	List of Subsidiaries of each of the Registrants (incorporated by reference to Exhibit 21 of Jones Apparel Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	23	.1	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1).
	23	.2	Consent of Schnader Harrison Segal & Lewis LLP (included in Exhibit 5.2).
	23	.3	Consent of Drinker Biddle & Reath LLP (included in Exhibit 5.3).
	23	.4	Consent of BDO Seidman, LLP (filed herewith).
	24	.1	Powers of Attorney (filed previously).
	25	.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of SunTrust Bank, as Trustee, on Form T-1, relating to the 4.250% Senior Notes due 2009, the 5.125% Senior Notes due 2014 and the 6.125% Senior Notes due 2034 (filed previously).
	99	.1	Form of Letter of Transmittal (filed previously).

Exhibit
Number			Description of Documents
	99	.2	Form of Notice of Guaranteed Delivery (filed previously).
	99	.3	Form of Notice of Withdrawal of Tender (filed previously).
	99	.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (filed previously).
	99	.5	Form of Letter to Clients (filed previously).
	99	.6	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (filed previously).

^#  Portions deleted pursuant to application for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

EX-3.2

                            ------------------------

                                                                     EXHIBIT 3.2

                          CERTIFICATE OF INCORPORATION

                                       OF

                            JILL ACQUISITION SUB INC.

            The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and acts
amendatory thereof and supplemental thereto, and known, as identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

            FIRST: The name of the corporation (hereinafter called the
"corporation") is Jill Acquisition Sub Inc.

            SECOND: The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 1209 Orange
Street, Wilmington, Delaware 19801, County of New Castle; and the name of the
registered agent of the corporation in the State of Delaware at such address is
The Corporation Trust Company.

            THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

            FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is one thousand, with a par value of $.01 per
share. All such shares are of one class and are shares of Common Stock.



                                                                               2

            FIFTH: The name and the mailing address of the incorporator are as
follows:

                 NAME                          MAILING ADDRESS

                 Scott J. Depta                Worldwide Plaza
                                               825 Eighth Avenue
                                               New York, NY 10019-7475

            SIXTH: The corporation is to have perpetual existence.

            SEVENTH: Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, aa the case may
be, to be summoned in such manner as the said court directs. If a majority
in number representing three fourths in value of the creditors or class of
creditors and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

            EIGHTH: For the management of the business and for the conduct of
the affairs of the corporation, and in



                                                                               3

further definition, limitation, and regulation of the powers of the corporation
and of its directors and of its stockholders or any class thereof, as the case
may be, it is further provided:

            1. The management of the business and the conduct of the affairs of
      the corporation shall be vested in its Board of Directors. The number of
      directors which shall constitute the whole Board of Directors shall be
      fixed by, or in the manner provided in, the Bylaws. The phrase "whole
      Board" and the phrase "total number of directors" shall be deemed to have
      the same meaning, to wit, the total number of directors which the
      corporation would have if there were no vacancies. No election of
      directors need be by written ballot.

            2. After the original or other Bylaws of the corporation have been
      adopted, amended, or repealed, as the case may be, in accordance with the
      provisions of Section 109 of the General Corporation Law of the State of
      Delaware, and, after the corporation has received any payment for any of
      its stock, the power to adopt, amend, or repeal the Bylaws of the
      corporation may be exercised by the Board of Directors of the corporation;
      provided, however, that any provision for the classification of directors
      of the corporation for staggered terms pursuant to the provisions of
      subsection (d)of Section 141 of the General Corporation Law of the State
      of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted
      by the stockholders entitled to vote of the corporation unless provisions
      for such classification shall be set forth in this certificate of
      incorporation.

            3. Whenever the corporation shall be authorized to issue only one
      class of stock, each outstanding share shall entitle the holder thereof to
      notice of, and the right to vote at, any meeting of stockholders. Whenever
      the corporation shall be authorized to issue more than one class of stock,
      no outstanding share of any class of stock which is denied voting power
      under the provisions of the certificate of incorporation



                                                                               4

      shall entitle the holder thereof to the right to vote at any meeting of
      stockholders except as the provisions of paragraph (2) of subsection (b)
      of Section 242 of the General Corporation Law of the State of Delaware
      shall otherwise require; provided, that no share of any such class which
      is otherwise denied voting power shall entitle the holder thereof to vote
      upon the increase or decrease in the number of authorized shares of said
      class.

            NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented.

            TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement,vote of stockholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.

            ELEVENTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered, or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.



                                                                               5

            THE UNDERSIGNED, the sole incorporator of the corporation, hereby
certifies under the penalty of perjury that the facts stated in this certificate
of incorporation are true as of this 25th day of February, 1999.

                                                     /s/ Scott J. Depta
                                                     ------------------
                                                     Scott J. Depta
                                                       Incorporator



                              CERTIFICATE OF MERGER

                                       OF

                       JONES APPAREL GROUP HOLDINGS, INC.

                                  WITH AND INTO

                            JILL ACQUISITION SUB INC.

            Pursuant to Section 251 of the General Corporation Law of the State
of Delaware (the "DGCL"), Jill Acquisition Sub Inc., a Delaware corporation
("Jill"), hereby certifies as follows:

            FIRST: The name and state of incorporation of each of the
constituent corporations to the merger (the "Constituent Corporations") are as
follows:

             Name                               State of Incorporation
             ----                               ----------------------
Jill Acquisition Sub Inc.                              Delaware
Jones Apparel Group Holdings, Inc.                     Delaware

            SECOND: An Agreement and Plan of Merger dated as of June 15, 1999
(the "Merger Agreement"), between Jill and Jones Apparel Group Holdings, Inc.,
a Delaware corporation, has been approved, adopted, certified, executed and
acknowledged by each of the Constituent Corporations in accordance with Section
251 of the DGCL and by the written consent of the sole stockholder of each such
Constituent Corporation in accordance with Section 228 of the DGCL.

            THIRD; Jill shall be the surviving corporation of the merger (the
"Surviving Corporation").



                                                                               2

            FOURTH: The Certificate of Incorporation of the Surviving
Corporation, as in effect immediately prior to the Effective Time (as defined
below), shall be the Certificate of Incorporation of the Surviving Corporation
until thereafter changed or amended as provided therein or by applicable law.

            FIFTH: The executed Merger Agreement is on file at an office of the
Surviving Corporation, located at 250 Rittenhouse Circle, Keystone Park,
Bristol, PA 19007.

            SIXTH: A copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of either
Constituent Corporation.

            SEVENTH: This Certificate of Merger, and the merger provided for
herein, shall become effective at the time this Certificate of Merger is filed
with the Delaware Secretary of State (the "Effective Time").


            IN WITNESS WHEREOF, Jill Acquisition Sub Inc. has caused this
Certificate of Merger to be executed as of June 15, 1999.

                                         JILL ACQUISITION SUB INC.,

                                            by /s/ Ira M. Dansky
                                               ------------------
                                               Name: Ira M. Dansky
                                               Title: Secretary



                              CERTIFICATE OF MERGER

                                       OF

                              NINE WEST GROUP INC.

                                  WITH AND INTO

                            JILL ACQUISITION SUB INC.

            Pursuant to Section 251 of the General Corporation Law of the State
of Delaware (the "DGCL"), Jill Acquisition Sub Inc., a Delaware corporation and
a direct wholly owned subsidiary of Jones Apparel Group, Inc. ("Jill"), hereby
certifies as follows:

            FIRST: The name and state of incorporation of each of the
constituent corporations to the merger (the "Constituent Corporations") are as
follows:

           Name                                     State of Incorporation
           ----                                     -----------------------
 Jill Acquisition Sub Inc.                                Delaware
 Nine West Group Inc.                                     Delaware

            SECOND: An Agreement and Plan of Merger dated as of March 1, 1999
(the "Merger Agreement"), among Jones Apparel Group, Inc., a Pennsylvania
corporation, Jill and Nine West Group Inc., a Delaware corporation, has been
approved, adopted, certified, executed and acknowledged by each of the
Constituent Corporations in accordance with Section 251 of the DGCL and, in the
case of Jill Acquisition Sub Inc., by the written consent of the sole
stockholder thereof in accordance with Section 228 of the DGCL.



                                                                               2

            THIRD: Jill shall be the surviving corporation of the merger (the
"Surviving Corporation").

            FOURTH: The Certificate of Incorporation of the Surviving
Corporation, as in effect immediately prior to the Effective Time (as defined
below), shall be amended at the Effective Time so that Article FIRST thereof
reads in its entirety as follows: "FIRST: The name of the corporation
(hereinafter called the "corporation") is Jones Apparel Group Holdings, Inc.",
and, as so amended, such Certificate of Incorporation shall be the Certificate
of Incorporation of the Surviving Corporation until thereafter changed or
amended as provided therein or by applicable law.

            FIFTH: The executed Merger Agreement is on file at an office of the
Surviving Corporation, located at 250 Rittenhouse Circle, Keystone Park,
Bristol, PA 19007.

            SIXTH: A copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of either
Constituent Corporation.

            SEVENTH: This Certificate of Merger, and the merger provided for
herein, shall become effective at the time this Certificate of Merger is filed
with the Delaware Secretary of State (the "Effective Time").


            IN WITNESS WHEREOF, Jill Acquisition Sub Inc. has caused this
Certificate of Merger to be executed as of June 15, 1999.

                                             JILL ACQUISITION SUB INC.,

                                               by /s/ Ira M. Dansky
                                                  --------------------
                                                  Name: Ira M. Dansky
                                                  Title: Secretary



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT

It is hereby certified that:

            1. The name of the corporation (hereinafter called the
"corporation") is
                       Jones Apparel Group Holdings. Inc.

            2. The registered office of the corporation within the State of
Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County
of New Castle.

            3. The registered agent of the corporation within the State of
Delaware is hereby changed to Corporation Service Company, the business office
of which is identical with the registered office of the corporation as hereby
changed.

            4. The corporation has authorized the changes hereinbefore set forth
by resolution of its Board of Directors.

Signed on  10/21/99

             /s/ Ira M. Dansky
             ------------------
             Name: Ira M. Dansky
             Title : Secretary



                       CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                              NINE WEST GROUP INC.
                            (a Delaware corporation)

                                      INTO

                       JONES APPAREL GROUP HOLDINGS, INC.
                            (a Delaware corporation)

            It is hereby certified that:

            1. Jones Apparel Group Holdings, Inc. (hereinafter sometimes
referred to as the "Corporation") is a business corporation of the State of
Delaware.

            2. The Corporation is the owner of all of the outstanding shares of
the stock of Nine West Group, Inc., which is also a business corporation of the
State of Delaware.

            3. On December 17,2002, the Board of Directors of the Corporation
adopted the following resolutions to merge Nine West Group, Inc. into the
Corporation:

                        RESOLVED, that Nine West Group Inc., a Delaware
                  corporation, be merged with and into the Corporation, on the
                  terms and conditions set forth in the Certificate of Ownership
                  and Merger, and attached hereto as Exhibit A, and such
                  Certificate of Ownership and Merger be, the same hereby is,
                  approved and adopted; and it is

                        RESOLVED, that the Board of Directors has determined
                  that it is advisable, desirable and in the best interests of
                  Nine West Group Inc. transfer to NW Secondary Corporation, a
                  New Jersey Corporation, effective January 1, 2003, the retail
                  assets and liabilities, which shall include all assets and
                  liabilities, except the wholesale assets and liabilities, as
                  well as the corporate headquarter lease for 1129 Westchester
                  Avenue, White Plains, New York (the "Wholesale Assets") and
                  the capital stock of the current subsidiaries of Nine West
                  Group Inc. Such transfer will be for an appropriate
                  consideration, pursuant to a Bill of Sale



                  and Assignment and Assumption Agreement by and between the
                  Nine West Group Inc. and NW Secondary Corporation; and it is

                        RESOLVED, that the Board of Directors has determined
                  that it is advisable, desirable and in the best interests of
                  Nine West Group Inc. to transfer to Nine West Footwear
                  Corporation, a Delaware Corporation, effective January 1,
                  2003, the Wholesale Assets. Such transfer will be for an
                  appropriate consideration, pursuant to a Bill of Sale and
                  Assignment and Assumption Agreement by and between Nine West
                  Group Inc. and Nine West Footwear Corporation; and it is

                        RESOLVED, that the appropriate officers of the
                  Corporation be, and they hereby individually are, authorized,
                  empowered and directed in the name and on behalf of the
                  Corporation to (i) execute and deliver the Certificate of
                  Ownership and Merger for filing with the Secretary of State of
                  the State of Delaware; (ii) cause to be executed and filed
                  and/or recorded the other documents prescribed by the laws of
                  the State of Delaware; and (iii) cause to be performed all
                  necessary acts within the jurisdiction of organization of this
                  Corporation and in any other appropriate jurisdiction; and it
                  is

                        RESOLVED, that the effective time of the Certificate of
                  Ownership and Merger setting forth a copy of these resolutions
                  shall be January 1, 2003, and that, insofar as the General
                  Corporation Law of the State of Delaware shall govern the
                  same, said time shall be the effective merger time.

Executed on December 17, 2002

                                       JONES APPAREL GROUP HOLDINGS, INC.

                                         By: /s/ Ira M. Dansky
                                             ---------------------------
                                              Ira M. Dansky
                                              President

                                        2


                       CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                               JONES HOLDING CORP.
                            (a Delaware corporation)

                                      INTO

                        JONES APPAREL GROUP HOLDINGS, INC.
                             (a Delaware corporation)

            It is hereby certified that:

            1. Jones Apparel Group Holdings, Inc. (hereinafter sometimes
referred to as the "Corporation") is a business corporation of the State of
Delaware.

            2. The Corporation is the owner of all of the outstanding shares of
the stock of Jones Holding Corp., which is also a business corporation of the
State of Delaware.

            3. On December 17, 2002, the Board of Directors of the Corporation
adopted the following resolutions to merge Jones Holding Corp. into the
Corporation:

                        RESOLVED, that Jones Holding Corp., a Delaware
                  corporation, be merged with and into the Corporation, on the
                  terms and conditions set forth in the Certificate of Ownership
                  and Merger, attached hereto as Exhibit A, and such Certificate
                  of Ownership and Merger be, and the same hereby is, approved
                  and adopted; and it is

                        RESOLVED, that all of the estate, property, rights,
                  privileges, powers and franchises of Jones Holding Corp., be
                  vested in, held and enjoyed by this Corporation as fully and
                  entirely and without change or diminution, as the same were
                  before held and enjoyed by Jones Holding Corp. in its name;
                  and it is

                        RESOLVED, that the appropriate officers of the
                  Corporation be, and they hereby individually are, authorized,
                  empowered and directed in the name and on behalf of the
                  Corporation to (i) execute and deliver the Certificate of
                  Ownership and Merger for filing with the



                  Secretary of State of the State of Delaware; (ii) cause to be
                  executed and filed and/or recorded the other documents
                  prescribed by the laws of the State of Delaware; and (iii)
                  cause to be performed all necessary acts within the
                  jurisdiction of organization of this Corporation and in any
                  other appropriate jurisdiction;and it is

                        RESOLVED, that this Corporation shall assume all of the
                  obligations of Jones Holding Corp.; and it is

                        RESOLVED, that the effective time of the Certificate of
                  Ownership and Merger setting forth a copy of these resolutions
                  shall be January 1, 2003, and that, insofar as the General
                  Corporation Law of the State of Delaware shall govern the
                  same, said time shall be the effective merger time.

Executed on December 17, 2002

                                             JONES APPAREL GROUP HOLDINGS, INC.

                                             By  /s/ Ira M. Dansky
                                                 ----------------------
                                                     Ira M. Dansky
                                                     President

                                       2

EX-3.4

                                                                     EXHIBIT 3.4


                          CERTIFICATE OF INCORPORATION

                                       OF

                         NINE WEST FOOTWEAR CORPORATION
                         ------------------------------

            THE UNDERSIGNED, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, does
hereby execute this Certificate of Incorporation and does hereby certify as
follows:

      FIRST: The name of the Corporation is:

               Nine West Footwear Corporation.

      SECOND: The address of its registered office in the State of Delaware is
1013 Centre Road, in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is Corporation Service Company.

      THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

      FOURTH: The total number of shares of capital stock that the Corporation
shall have the authority to issue is Three Thousand (3000) common shares,
without par value.




     FIFTH: The name and mailing address of the incorporator is as follows:

         David J. Sweet, Esq.
         c/o Walter, Conston, Alexander & Green, P.C.
         90 Park Avenue
         New York, New York 10016

      SIXTH: The personal liability of Directors of the Corporation to the
Corporation or its stockholders for monetary damages shall be eliminated to the
fullest extent permitted under Section 102(7) of the General Corporation Law of
the State of Delaware.

      SEVENTH: The Corporation's Board of Directors shall have the power to
adopt, amend or repeal the Corporation's By-Laws by majority vote at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors, if notice thereof is contained in the notice of such special meeting,
or by written consent as provided by Section 141(f) of the General Corporation
Law of the State of Delaware.

      EIGHTH: Election of Directors need not be by written ballot.

      IN WITNESS WHEREOF, the undersigned, being the incorporator herein before
named, has executed this Certificate of Incorporation this 8th day of December,
1993.

                                            /s/ David J. Sweet
                                            ------------------------------------
                                            David J. Sweet
                                            Incorporator

                             CERTIFICATE OF MERGER

                                       OF

                       NINE WEST DISTRIBUTION CORPORATION

                                      INTO

                         NINE WEST FOOTWEAR CORPORATION

It is hereby certified that:

      1. The constituent business corporations participating in the merger
herein certified are:

            (i) Nine West Distribution Corporation, which is incorporated under
the laws of the State of Delaware; and

            (ii) Nine West Footwear Corporation, which is incorporated under the
laws of the State of Delaware.

      2. An Agreement of Merger has been approved, adopted, certified, executed,
and acknowledged by each of the aforesaid constituent corporations, in
accordance with the provisions of subsection (c) of Section 251 of the General
Corporation Law of the State of Delaware.

      3. The name of the surviving corporation in the merger herein certified is
Nine West Footwear Corporation, which will continue its existence as said
surviving corporation under its present name upon the effective date of said
merger, pursuant to the provisions of the General Corporation Law of the State
of Delaware.

      4. The Certificate of Incorporation of Nine West Footwear Corporation, as
now in force and effect, shall continue to be the Certificate of Incorporation
of said surviving corporation, until amended and changed pursuant to the
provisions of the General Corporation Law of the State of Delaware.

      5. The executed Agreement of Merger between the aforesaid constituent
corporations is on file at an office of the aforesaid surviving corporation, the
address of which is as follows: 1129 Westchester Avenue, White Plains, New York
10604.

      6. A copy of the aforesaid Agreement of Merger will be furnished by the
aforesaid surviving corporation, on request, and without cost, to any
stockholder of each of the aforesaid constituent corporations.

      7. The Agreement of Merger between the aforesaid constituent corporations
provides that the merger herein certified shall be effective on December 31,
2001.

 Dated: December 18, 2001.

                                        NINE WEST DISTRIBUTION CORPORATION

                                        By: /s/ Beth Barban Dorfsman
                                           -------------------------------------
                                          Beth Barban Dorfsman
                                          Vice President and Assistant Secretary

Dated: December 18, 2001.

                                        NINE WEST FOOTWEAR CORPORATION

                                        By: /s/ Beth Barban Dorfsman
                                           -------------------------------------
                                          Beth Barban Dorfsman
                                          Vice President and Assistant Secretary

EX-3.5

                                                                     EXHIBIT 3.5

                          CERTIFICATE OF INCORPORATION

                                       OF

                               MELRU CORPORATION

                                   * * * * *

To: The Secretary of State
    State of New Jersey

            THE UNDERSIGNED of the age of eighteen years or over, for the
purpose of forming a corporation pursuant to the provisions of Title 14A,
Corporations, General, of the New Jersey Statutes, do hereby execute the
following Certificate of Incorporation:

            FIRST: The name of the corporation is:

                               MELRU CORPORATION

            SECOND: The purpose or purposes for which the corporation is
organized are:

            To engage in any activity within the lawful business purposes for
which corporations may be organized under the New Jersey Business Corporation
Act.

            THIRD: The aggregate number of shares which the corporation shall
have authority to issue is One Thousand (1,000) of the par value of One Dollar
($1.00) each.



            FOURTH: The address of the corporation's initial registered office
is 28 West State Street, Trenton, New Jersey, 08608, and the name of the
corporation's initial registered agent at such address is The Corporation Trust
Company.

            FIFTH: The number of directors constituting the initial board of
directors shall be Two (2), and the names and addresses of the directors are as
follows:

               NAMES                        ADDRESSES

Sidney Kimmel                               191 Presidential Blvd
                                            Bala Cynwyd, PA 19004

Gerard F. Rubin                             10 North Ward Avenue
                                            Rumson, N.J. 07760

         SIXTH: The names and addresses of the incorporators are as follows:

               NAMES                        ADDRESSES

Timothy F. O'Connell                        123 South Broad Street
                                            Philadelphia, PA 19109

B.J. Verdon                                 123 South Broad Street
                                            Philadelphia, PA 19109

            IN WITNESS WHEREOF, we, the incorporators of the above named
corporation, have hereunto signed this Certificate of Incorporation on the 14th
day of July, 1983.

                                                /s/ Timothy F. O'Connell
                                                --------------------------------
                                                Timothy F. O'Connell

                                                /s/ B.J. Verdon
                                                --------------------------------
                                                B.J. Verdon


                   CERTIFICATE OF AMENDMENT TO THE CERTIFICATE
                                OF INCORPORATION

                                       OF



                                MELRU CORPORATION
                  --------------------------------------------
                     (For use by Domestic Corporations only)

To: The Department of the Treasury
      State of New Jersey

            Pursuant to the provisions of Section 14A:7-2(2) of the New Jersey
Business Corporation Act, the undersigned corporation executes the following
Certificate of Amendment to its Certificate of Incorporation:

            1. The name of the Corporation is Melru Corporation.

            2. The following is a copy of a resolution duly adopted by the Board
of Directors of the corporation on December 9, 2002, pursuant to authority
conferred upon the said Board of Directors by the Certificate of Incorporation:

            Resolved, that Article First of the Certificate of Incorporation be
amended to read as follows:

            FIRST: The name of the corporation is Jones Retail Corporation.

Dated this 12th day of December, 2002.

                                               MELRU CORPORATION

                                  /s/ Patrick M. Farrell                       *
                              By: ----------------------------------------------
                                               (signature)

                                  ______________________________________________
                                      Patrick M. Farrell, Vice President/Finance
                                      and Administration





                              CERTIFICATE OF MERGER

                                       OF

                             NW SECONDARY CORPORATION

                                       AND

                            JONES RETAIL CORPORATION

To the Department of the Treasury
State of New Jersey

Pursuant to the provisions of Section 14A:10-4.1 of the New Jersey Business
Corporation Act, it is hereby certified that:

      1. The names of the merging corporations are NW Secondary Corporation,
which is a business corporation of the State of New Jersey and Jones Retail
Corporation, which is a business corporation of the State of New Jersey.

      2. The following is the Plan of Merger for merging NW Secondary
Corporation with and into Jones Retail Corporation as approved by the directors
and the shareholders entitled to vote of each of said merging corporations.

      3. The number of shares of NW Secondary Corporation which were entitled to
vote at the time of the approval of the Plan of Merger by its shareholders is
100, all of which are of one class.

      All of the shareholders entitled to vote of the aforesaid corporation
approved the Plan of Merger pursuant to their written consents without a meeting
of shareholders; and the number of shares represented by such consents is 100.
The date of said consents and approval was December 17, 2002.

      4. The number of shares of Jones Retail Corporation which were entitled to
vote at the time of the approval of the Plan of Merger by its shareholders is
100, all of which are of one class.

      All of the shareholders entitled to vote of the aforesaid corporation
approved the Plan of Merger pursuant to their written consents without a meeting
of shareholders; and the number of shares represented by such consents is 100.
The date of said consents and approval was December 17, 2002.

      5. Jones Retail Corporation will continue its existence as the surviving
corporation under its present name, pursuant to the provisions of the New Jersey
Business Corporation Act.

      6. The merger herein provided for shall become effective on January
1, 2003.

Executed on December 17, 2002.

                                        NW SECONDARY CORPORATION

                                        By: /s/ Ira M. Dansky
                                           -------------------------------------
                                           Ira M. Dansky
                                           President

                                        JONES RETAIL CORPORATION

                                        By: /s/ Stephen Troy
                                           -------------------------------------
                                           Stephen Troy
                                           Vice President

EX-3.7

                                                                     EXHIBIT 3.7

                       BYLAWS OF JILL ACQUISITION SUB INC.

                                    ARTICLE I

                     Meetings of Stockholders; Stockholders'
                           Consent in Lieu of Meeting

            SECTION 1.01. Annual Meeting. The annual meeting of the stockholders
for the election of directors, and for the transaction of such other business as
may properly come before the meeting, shall be held at such place, date and hour
as shall be fixed by the Board of Directors and designated in the notice or
waiver of notice thereof; except that no annual meeting need be held if all
actions, including the election of directors, required by the General
Corporation Law of the State of Delaware to be taken at a stockholders' annual
meeting are taken by written consent in lieu of meeting pursuant to Section 1.03
of this Article.

            SECTION 1.02. Special Meetings. A special meeting of the
stockholders for any purpose or purposes may be called by the Board of
Directors, the Chairman of the Board of Directors, the President or the
Secretary of the corporation or a stockholder or stockholders holding of record
at least a majority of the shares of common stock of the corporation issued and
outstanding, such meeting to be held at such place, date and hour as shall be
designated in the notice or waiver of notice thereof.

            SECTION 1.03. Stockholders' Consent in Lieu of Meeting. Any action
required by the laws of the State of



                                                                               2

Delaware to be taken at any annual or special meeting of the stockholders of the
corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by all the stockholders.

            SECTION 1.04. Quorum and Adjournment. Except as otherwise provided
by law, by the Certificate of Incorporation of the corporation or by these
Bylaws, the presence, in person or by proxy, of the holders of a majority of the
aggregate voting power of the stock issued and outstanding, entitled to vote
thereat, shall be requisite and shall constitute a quorum for the transaction of
business at all meetings of stockholders. If, however, such a quorum shall not
be present or represented at any meeting of stockholders, the stockholders
present, although less than a quorum, shall have the power to adjourn the
meeting.

            SECTION 1.05. Majority Vote Required. When a quorum is present at
any meeting of stockholders, the affirmative vote of the majority of the
aggregate voting power of the shares present in person or represented by proxy
at the meeting and entitled to vote on the subject matter shall constitute the
act of the stockholders, unless



                                                                               3

by express provision of law, the Certificate of Incorporation or these Bylaws a
different vote is required, in which case such express provision shall govern
and control.

            SECTION 1.06 Manner of Voting. At each meeting of stockholders, each
stockholder having the right to vote shall be entitled to vote in person or by
proxy. Proxies need not be filed with the Secretary of the corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the corporation on the record date
fixed, as provided in Section 6.07 of these Bylaws, for the determination of
stockholders entitled to vote at such meeting. No election of directors need be
by written ballot.

                                   ARTICLE II

                               Board of Directors

            SECTION 2.01. General Powers. The management of the affairs of the
corporation shall be vested in the Board of Directors, which may exercise all
such powers of the corporation and do all such lawful acts and things as are



                                                                               4

not by law or by the Certificate of Incorporation directed or required to be
exercised or done by the stockholders.

            SECTION 2.02. Number and Term of Office. The number of directors
which shall constitute the whole Board of Directors shall be fixed from time to
time by a vote of a majority of the whole Board of Directors. The term "whole
Board of Directors" is used herein to refer to the total number of directors
which the corporation would have if there were no vacancies. Directors need not
be stockholders. Each director shall hold office until his successor is
elected and qualified, or until his earlier death or resignation or removal in
the manner hereinafter provided.

            SECTION 2.03. Resignation, Removal and Vacancies. Any director may
resign at any time by giving written notice of his resignation to the Board of
Directors, the Chairman of the Board of Directors, the President or the
Secretary of the corporation. Such resignation shall take effect at the time
specified therein or, if the time be not specified, upon receipt thereof; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

            Any director or the entire Board of Directors may be removed, with
or without cause, at any time by the holders of a majority of the shares then
entitled to vote at



                                                                               5

an election of directors or by written consent of the stockholders pursuant to
Section 1.03 of Article I hereof.

            Vacancies in the Board of Directors and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director.

            SECTION 2.04. Meetings. (a) Annual Meeting. As soon as practicable
after each annual election of directors, the Board of Directors shall meet for
the purpose of organization and the transaction of other business, unless it
shall have transacted all such business by written consent pursuant to Section
2.05 of this Article.

            (b) Other Meetings. Other meetings of the Board of Directors shall
be held at such times and places as the Board of Directors, the Chairman of the
Board of Directors or the President shall from time to time determine.

            (c) Notice of Meetings. The Secretary of the corporation shall give
notice to each director of each meeting, including the time, place and purpose
of such meeting. Notice of each such meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least two days
before the day on which such meeting is to be held, or shall be sent to him at
such



                                                                               6

place by telegraph, cable, wireless or other form of recorded communication, or
be delivered personally or by telephone not later than the day before the day on
which such meeting is to be held, but notice need not be given to any director
who shall attend such meeting. A written waiver of notice, signed by the person
entitled thereto, whether before or after the time of the meeting stated
therein, shall be deemed equivalent to notice.

            (d) Place of Meetings. The Board of Directors may hold its meetings
at such place or places within or without the State of Delaware as the Board of
Directors may from time to time determine, or as shall be designated in the
respective notices or waivers of notice thereof.

            (e) Quorum and Manner of Acting. One-third of the total number of
directors then in office (but not less than two) shall be present in person at
any meeting of the Board of Directors in order to constitute a quorum for the
transaction of business at such meeting, and the vote of a majority of those
directors present at any such meeting at which a quorum is present shall be
necessary for the passage of any resolution or act of the Board of Directors,
except as otherwise expressly required by law or these Bylaws. In the absence of
a quorum for any such meeting, a majority of



                                                                               7

the directors present thereat may adjourn such meeting from time to time until a
quorum shall be present.

            (f) Organization. At each meeting of the Board of Directors, one of
the following shall act as chairman of the meeting and preside, in the following
order of precedence:

            (i) the Chairman of the Board of Directors;

            (ii) the President; and

            (iii) any director chosen by a majority of the directors present.

The Secretary of the corporation or, in the case of his absence, any person (who
shall be an Assistant Secretary of the corporation, if an Assistant Secretary of
the corporation is present) whom the Chairman of the Board of Directors shall
appoint shall act as secretary of such meeting and keep the minutes thereof.

            SECTION 2.05. Directors' Consent in Lieu of Meeting. Action required
or permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes or the proceedings of the Board
of Directors or committee.



                                                                               8

            SECTION 2.06. Action by Means of Conference Telephone or Similar
Communications Equipment. Any one or more members of the Board of Directors, or
any committee designated by the Board of Directors, may participate in a meeting
of the Board of Directors or any such committee by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and participation in a meeting by such means
shall constitute presence in person at such meeting.

                                   ARTICLE III

                             Committees of the Board

            SECTION 3.01. Appointment of Executive Committee. The Board of
Directors may from time to time by resolution passed by a majority of the whole
Board of Directors designate from its members an Executive Committee to serve at
the pleasure of the Board of Directors. The Chairman of the Executive Committee
shall be designated by the Board of Directors. The Board of Directors may
designate one or more directors as alternate members of the Executive Committee,
who may replace any absent or disqualified member or members at any meeting of
the Executive Committee. The Board of Directors shall have power at any time to
change the



                                                                               9

membership of the Executive Committee, to fill all vacancies in it and to
discharge it, either with or without cause.

            SECTION 3.02. Procedures of Executive Committee. The Executive
Committee, by a vote of a majority of its members, shall fix by whom its
meetings may be called and the manner of calling and holding its meetings, shall
determine the number of its members requisite to constitute a quorum for the
transaction of business and shall prescribe its own rules of procedure, no
change in which shall be made except by a majority vote of its members or by the
Board of Directors.

            SECTION 3.03. Powers of Executive Committee. During the intervals
between the meetings of the Board of Directors, unless otherwise determined from
time to time by resolution passed by the whole Board of Directors, the Executive
Committee shall possess and may exercise all the powers and authority of the
Board of Directors in the management and direction of the business and affairs
of the corporation to the extent permitted by the General Corporation Law of
Delaware, and may authorize the seal of the corporation to be affixed to all
papers which may



                                                                              10

require it, except that the Executive Committee shall not have power or
authority in reference to:

            (a) amending the Certificate of Incorporation;

            (b) adopting an agreement of merger or consolidation;

            (c) recommending to the stockholders the sale, lease or exchange of
      all or substantially all of the corporation's property and assets;

            (d) recommending to the stockholders a dissolution of the
      corporation or a revocation of a dissolution;

            (e) submitting to shareholders of any action which pursuant to the
      General Corporation Law of the State of Delaware requires shareholders'
      approval;

            (f) filling vacancies in the Board of Directors or in any committee
      or fixing compensation of members of the Board of Directors for serving on
      the Board of Directors or on any committee;

            (g) amending or repealing the Bylaws;

            (h) declaring a dividend or authorizing the issuance of stock; or

            (i) amending or repealing any resolution of the Board of Directors
      which by its terms is not so amendable or repealable.



                                                                              11

            SECTION 3.04. Reports of Executive Committee. The Executive
Committee shall keep regular minutes of its proceedings, and all action by the
Executive Committee shall be reported promptly to the Board of Directors. Such
action shall be subject to review by the Board of Directors, provided that no
rights of third parties shall be affected by such review.

            SECTION 3.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the whole Board of Directors, may designate
from among its members one or more other committees, each of which shall have
such authority of the Board of Directors as may be specified in the resolution
of the Board of Directors designating such committee; provided, however, that
any such committee so designated shall not have any powers not allowed to the
Executive Committee under Section 3.03 of this Article III. The Board of
Directors shall have power at any time to change the members of any such
committee, designate alternate members of any such committee and fill vacancies
therein; and any such committee shall serve at the pleasure of the Board of
Directors.



                                                                              12

                                   ARTICLE IV

                                    Officers

            SECTION 4.01. Executive Officers. The executive officers of the
corporation shall be a President, a Secretary and a Treasurer and may include a
Chairman of the Board of Directors, one or more Vice Presidents and one or more
Assistant Secretaries or Assistant Treasurers. Any two or more offices may be
held by the same person.

            SECTION 4.02. Authority and Duties. All officers, as between
themselves and the corporation, shall have such authority and perform such
duties in the management of the corporation as may be provided in these Bylaws
or, to the extent not so provided, by the Board of Directors.

            SECTION 4.03. Term of Office, Resignation and Removal. All officers
shall be elected or appointed by the Board of Directors and shall hold office
for such term as may be prescribed by the Board of Directors. The Chairman of
the Board of Directors, if any, and the President shall be elected or appointed
from among the members of the Board of Directors. Each officer shall hold office
until his successor has been elected or appointed and qualified or his earlier
death or resignation or removal in the manner hereinafter provided. The Board of
Directors may require



                                                                              13

any officer to give security for the faithful performance of his duties.

            Any officer may resign at any time by giving written notice to the
President or the Secretary of the corporation, and such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective is not specified therein, at the time it is accepted by action of the
Board of Directors. Except as aforesaid, the acceptance of such resignation
shall not be necessary to make it effective.

            All officers and agents elected or appointed by the Board of
Directors shall be subject to removal at any time by the Board of Directors with
or without cause.

            SECTION 4.04. Vacancies. If an office becomes vacant for any reason,
the Board of Directors shall fill such vacancy. Any officer so appointed or
elected by the Board of Directors shall serve only until such time as the
unexpired term of his predecessor shall have expired unless reelected or
reappointed by the Board of Directors.

            SECTION 4.05. Chairman of the Board of Directors. If there shall be
a Chairman of the Board of Directors, he shall preside at meetings of the Board
of Directors and of the stockholders at which he is present, and shall give
counsel and advice to the Board of Directors and the



                                                                              14

officers of the corporation on all subjects touching the welfare of the
corporation and the conduct of its business. He shall perform such other duties
as the Board of Directors may from time to time determine. Except as otherwise
provided by resolution of the Board of Directors he shall be ex officio a member
of all committees of the Board of Directors.

            SECTION 4.06. The President. The President shall be the Chief
Executive Officer of the corporation and, unless the Chairman of the Board of
Directors be present or the Board of Directors has provided otherwise by
resolution, he shall preside at all meetings of the Board of Directors and the
stockholders at which he is present. He shall have general and active management
and control of the business and affairs of the corporation subject to the
control of the Board of Directors and the Executive Committee, if any, and shall
see that all orders and resolutions of the Board of Directors and the Executive
Committee, if any, are carried into effect.

            SECTION 4.07. Vice Presidents. The Vice President or, if there be
more than one, the Vice Presidents in the order of their seniority or in any
other order determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise



                                                                              15

the powers of the President, and shall generally assist the President and
perform such other duties as the Board of Directors or the President shall
prescribe.

            SECTION 4.08. The Secretary. The Secretary of the corporation shall,
to the extent practicable, attend all meetings of the Board of Directors and all
meetings of the stockholders and shall record all votes and the minutes of all
proceedings in a book to be kept for that purpose, and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or the President, under whose supervision he shall perform such duties. He shall
keep in safe custody the seal of the corporation and affix the same to any duly
authorized instrument requiring it and, when so affixed, it shall be attested by
his signature or by the signature of the Treasurer or an Assistant Secretary or
Assistant Treasurer. He shall keep in safe custody the certificate books and
stockholder records and such other books and records as the Board of Directors
may direct and shall perform all other duties as from time to time may be
assigned to him by the Chairman of the Board of Directors, the President or the
Board of Directors.



                                                                              16

            SECTION 4.09. Assistant Secretaries. The Assistant Secretaries of
the corporation, if any, in order of their seniority or in any other order
determined by the Board of Directors shall, in the absence or disability of the
Secretary of the corporation, perform the duties and exercise the powers of the
Secretary of the corporation and shall perform such other duties as the Board of
Directors or the Secretary of the corporation shall prescribe.

            SECTION 4.10. The Treasurer. The Treasurer shall have the care and
custody of the corporate funds and other valuable effects, including securities,
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation, and shall deposit all moneys and other valuable
effects to the name and to the credit of the corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall disburse the
funds of the corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the President and
directors, at the regular meetings of the Board of Directors, or whenever they
may require it, an account of all his transactions as Treasurer and of the
financial condition of the corporation; and, in general, perform all the duties
incident to the office of Treasurer and such other duties as from time to



                                                                              17

time may be assigned to him by the President or the Board of Directors.

            SECTION 4.11. Assistant Treasurers. The Assistant Treasurers, if
any, in the order of their seniority or in any other order determined by the
Board of Directors, shall in the absence or disability of the Treasurer perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties as the Board of Directors or the Treasurer shall prescribe.

                                    ARTICLE V

                 Contracts, Checks, Drafts, Bank Accounts, etc.

            SECTION 5.01. Execution of Documents. The Board of Directors shall
designate the officers, employees and agents of the corporation who shall have
power to execute and deliver deeds, contracts, mortgages, bonds, debentures,
checks, drafts and other orders for the payment of money and other documents for
and in the name of the corporation, and may authorize such officers, employees
and agents to delegate such power (including authority to redelegate) by written
instrument to other officers, employees or agents of the corporation; and,
unless so designated or expressly authorized by these Bylaws, no officer or
agent or employee shall have any power or authority to bind the corporation by



                                                                              18

any contract or engagement or to pledge its credit or to render it liable
pecuniarily for any purpose or to any amount.

            SECTION 5.02. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
or otherwise as the Board of Directors or Treasurer or any other officer of the
corporation to whom power in this respect shall have been given by the Board of
Directors shall select.

            SECTION 5.03. Proxies in Respect of Stock or Other Securities of
Other Corporations. The Board of Directors shall designate the officers of the
corporation who shall have authority from time to time to appoint an agent or
agents of the corporation to exercise in the name and on behalf of the
corporation the powers and rights which the corporation may have as the holder
of stock or other securities in any other corporation, and to vote or consent in
respect of such stock or securities; such designated officers may instruct the
person or persons so appointed as to the manner of exercising such powers and
rights; and such designated officers may execute or cause to be executed in the
name and on behalf of the corporation and under its corporate seal, or
otherwise, such written proxies, powers of attorney or other instruments as they
may deem necessary



                                                                              19

or proper in order that the corporation may exercise its said powers and rights.

                                   ARTICLE VI

                  Shares and Their Transfer; Fixing Record Date

            SECTION 6.01. Certificates for Shares. Every owner of stock of the
corporation shall be entitled to have a certificate certifying the number and
class of shares owned by him in the corporation, which shall otherwise be in
such form as shall be prescribed by the Board of Directors. Certificates of each
class shall be issued in consecutive order and shall be numbered in the order of
their issue, and shall be signed by, or in the name of the corporation by the
Chairman of the Board of Directors, the President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the corporation.

            SECTION 6.02. Record. A record (herein called the stock record) in
one or more counterparts shall be kept of the name of the person, firm or
corporation owning the shares represented by each certificate for stock of the
corporation issued, the number of shares represented by each such certificate,
the date thereof and, in the case of cancelation, the date of cancelation.
Except as otherwise expressly required by law, the person in whose name shares



                                                                              20

of stock stand on the stock record of the corporation shall be deemed the owner
thereof for all purposes as regards the corporation.

            SECTION 6.03. Registration of Stock. Registration of transfers of
shares of the corporation shall be made only on the books of the corporation
upon request of the registered holder thereof, or of his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, and upon the surrender of the certificate or certificates for
such shares properly endorsed or accompanied by a stock power duly executed.

            SECTION 6.04. Addresses of Stockholders. Each stockholder shall
designate to the Secretary of the corporation an address at which notices of
meetings and all other corporate notices may be served or mailed to him, and, if
any stockholder shall fail to designate such address, corporate notices may be
served upon him by mail directed to him at his post office address, if any, as
the same appears on the share record books of the corporation or at his last
known post office address.

            SECTION 6.05, Lost, Destroyed and Mutilated Certificates. The Board
of Directors or a committee designated thereby with power so to act may, in its
discretion, cause to be issued a new certificate or



                                                                              21

certificates for stock of the corporation in place of any certificate issued by
it and reported to have been lost, destroyed or mutilated, upon the surrender of
the mutilated certificates or, in the case of loss or destruction of the
certificate, upon satisfactory proof of such loss or destruction, and the Board
of Directors or such committee may, in its discretion, require the owner of the
lost or destroyed certificate or his legal representative to give the
corporation a bond in such sum and with such surety or sureties as it may direct
to indemnify the corporation against any claim that may be made against it on
account of the alleged loss or destruction of any such certificate.

            SECTION 6.06. Regulations. The Board of Directors may make such
rules and regulations as it may deem expedient, not inconsistent with these
Bylaws, concerning the issue, transfer and registration of certificates for
stock of the corporation.

            SECTION 6.07. Fixing Date for Determination of Stockholders of
Record. In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled



                                                                              22

to exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than 50 nor less than 10 days
before the date of such meeting, nor more than 50 days prior to any other
action. A determination of stockholders entitled to notice of or to vote at a
meeting of the stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                                   ARTICLE VII

                                      Seal

            The Board of Directors shall provide a corporate seal, which shall
be in the form of a circle and shall bear the full name of the corporation and
the words and figures "Corporate Seal Delaware 1999".

                                  ARTICLE VIII

                                  Fiscal Year

            The fiscal year of the corporation shall end on the 31st day of
December in each year unless changed by resolution of the Board of Directors.



                                                                              23

                                   ARTICLE IX

                         Indemnification and Insurance

            SECTION 9.01. Indemnification. (a) (i) Any person made, or
threatened to be made, a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he, his testator or intestate is or was a director,
officer, employee or agent of the corporation or any corporation which
consolidates or merges with or into the corporation and which if its separate
existence had continued would have had power and authority to indemnify such
person (a "Predecessor"), shall be indemnified by the corporation and (ii) any
person made, or threatened to be made, a party to such an action, suit or
proceeding, by reason of the fact that he, his testator or intestate is or was
serving as a director, officer, employee or agent at the request of the
corporation, of any other corporation or any partnership, joint venture, trust
or other enterprise (an "Affiliate"), may, at the discretion of the Board of
Directors, be indemnified by the corporation, in each case, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, or in connection with any appeal



                                                                              24

therein; provided that such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, Predecessor or Affiliate, as the case may be, or with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct unlawful; except, in the case of an action, suit or proceeding by or in
the right of the corporation in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such director, officer,
employee or agent is liable for negligence or misconduct in the performance of
his duties, unless a court of competent jurisdiction shall determine that,
despite such adjudication, such person is fairly and reasonably entitled to
indemnification.

            (b) Without limitation of any right conferred by paragraph (a) of
this Section 9.01, (i) any person made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he, his
testator or intestate is or was a director, officer, employee or agent of the
corporation or a Predecessor and is or was serving as a fiduciary of, or
otherwise rendering services to, any employee benefit plan of, or relating to
the corporation or a Predecessor, shall be



                                                                              25

indemnified by the corporation, and (ii) any person made, or threatened to be
made, a party to such an action, suit or proceeding, by reason of the fact that
he, his testator or intestate is or was serving as a director, officer, employee
or agent at the request of the corporation or an Affiliate, and is or was
serving as a fiduciary of, or otherwise rendering services to, any employee
benefit plan of, or relating to such Affiliate, may, at the discretion of the
Board of Directors, be indemnified by the corporation, in each case, against
expenses (including attorneys' fees), judgments, fines, excise taxes and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding, or in connection with any appeal therein;
provided that such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
Predecessor or Affiliate, as the case may be, or with respect to a criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful; except in the case of an action, suit or proceeding by or in the right
of the corporation in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such director, officer, employee or agent
is liable for negligence or misconduct in the performance of



                                                                              26

his duties, unless a court of competent jurisdiction shall determine that,
despite such adjudication, such person is fairly and reasonably entitled to
indemnification.

            (c) The foregoing rights of indemnification shall not be deemed
exclusive of any other rights to which any director, officer, employee or agent
may be entitled or of any power of the corporation apart from the provisions of
this Section 9.01.

            SECTION 9.02. Insurance for Indemnification. The corporation may
purchase and maintain insurance for the indemnification of the corporation and
the directors, officers, employees and agents of the corporation to the full
extent and in the manner permitted by the applicable laws of the United States
and the State of Delaware from time to time in effect.

                                    ARTICLE X

                                Waiver of Notice

            Whenever any notice whatever is required to be given by these Bylaws
or the Certificate of Incorporation of the corporation or the laws of the State
of Delaware, the person entitled thereto may, in person or by attorney thereunto
authorized, in writing or by telegraph, cable or other form of recorded
communication, waive such notice,



                                                                              27

whether before or after the meeting or other matter in respect of which such
notice is given, and in such event such notice need not be given to such person
and such waiver shall be deemed equivalent to such notice.

                                   ARTICLE XI

                                   Amendments

            Any Bylaw (including these Bylaws) may be adopted, amended or
repealed by the Board of Directors in any manner not inconsistent with the laws
of the State of Delaware or the Certificate of Incorporation.

EX-3.9

                                                                     EXHIBIT 3.9

                                     BY-LAWS

                                       OF

                         NINE WEST FOOTWEAR CORPORATION

                                     ADOPTED

                               AS OF MAY 23, 1995



                                TABLE OF CONTENTS



                                                                                   Page
                                                                                   ----
                                                                                
ARTICLE 1 - REGISTERED AND OTHER OFFICES .......................................     1
    SECTION 1.01. REGISTERED OFFICE ............................................     1
    SECTION 1.02. OTHER OFFICES ................................................     1

ARTICLE 2 - MEETINGS OF STOCKHOLDERS ...........................................     1
    SECTION 2.01. ANNUAL MEETINGS ..............................................     1
    SECTION 2.02. SPECIAL MEETINGS  ............................................     1
    SECTION 2.03. NOTICE OF MEETINGS                                                 2
    SECTION 2.04. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS ...............     2
    SECTION 2.05. QUORUM .......................................................     4
    SECTION 2.06. VOTING .......................................................     4
    SECTION 2.07. STOCKHOLDER LIST .............................................     4
    SECTION 2.08. BUSINESS TRANSACTED ..........................................     5

ARTICLE 3 - DIRECTORS ..........................................................     5
    SECTION 3.01. POWERS .......................................................     5
    SECTION 3.02. NUMBER AND TERM ..............................................     5
    SECTION 3.03. RESIGNATIONS  ................................................     5
    SECTION 3.04. VACANCIES ....................................................     5
    SECTION 3.05. REMOVAL  .....................................................     5
    SECTION 3.06. MEETINGS; PLACE AND TIME .....................................     6
    SECTION 3.07. REGULAR ANNUAL MEETING .......................................     6
    SECTION 3.08. OTHER REGULAR MEETINGS .......................................     6
    SECTION 3.09. SPECIAL MEETINGS; NOTICE .....................................     6
    SECTION 3.10. QUORUM .......................................................     6
    SECTION 3.11. ACTION WITHOUT MEETING .......................................     6
    SECTION 3.12. TELEPHONE MEETINGS ...........................................     6
    SECTION 3.13. COMMITTEES OF DIRECTORS ......................................     7
    SECTION 3.14. COMPENSATION OF DIRECTORS ....................................     7

ARTICLE 4 - OFFICERS ...........................................................     7
    SECTION 4.01. OFFICERS .....................................................     7
    SECTION 4.02. OTHER OFFICERS AND AGENTS ....................................     7
    SECTION 4.03. CHAIRMAN .....................................................     7
    SECTION 4.04. CHIEF EXECUTIVE OFFICER ......................................     8
    SECTION 4.05. PRESIDENT ....................................................     8
    SECTION 4.06. VICE-PRESIDENT/CHIEF FINANCIAL OFFICER .......................     8
    SECTION 4.07. VICE-PRESIDENTS ..............................................     8
    SECTION 4.08. TREASURER ....................................................     8
    SECTION 4.09. SECRETARY ....................................................     9
    SECTION 4.10. ASSISTANT TREASURERS & ASSISTANT SECRETARIES .................     9
    SECTION 4.11. REMOVAL; RESIGNATIONS; VACANCIES .............................     9


                                        i



                                                                                 
ARTICLE 5 - MISCELLANEOUS ......................................................     9
    SECTION 5.01. CERTIFICATES OF STOCK ........................................     9
    SECTION 5.02. LOST CERTIFICATES ............................................    10
    SECTION 5.03. TRANSFER OF SHARES ...........................................    10
    SECTION 5.04. STOCKHOLDERS RECORD DATE ....................................     10
    SECTION 5.05. REGISTERED STOCKHOLDERS .....................................     10
    SECTION 5.06. FRACTIONAL SHARES ...........................................     11
    SECTION 5.07. DIVIDENDS ...................................................     11
    SECTION 5.08. SEAL ........................................................     11
    SECTION 5.09. FISCAL YEAR .................................................     11
    SECTION 5.10. CHECKS ......................................................     11
    SECTION 5 11. NOTICE AND WAIVER OF NOTICE .................................     11
    SECTION 5.12. INDEMNIFICATION .............................................     12

ARTICLE 6 - AMENDMENTS .........................................................    13



                                       ii



                                     BY-LAWS

                                       OF

                         NINE WEST FOOTWEAR CORPORATION

                    ARTICLE 1 - REGISTERED AND OTHER OFFICES

      SECTION 1.01. REGISTERED OFFICE. The registered office shall be
established and maintained at 1013 Centre Road, Wilmington, Delaware 19805, in
the County of New Castle.

      SECTION 1.02. OTHER OFFICES. Nine West Footwear Corporation (the
"Corporation") may have other offices, either within or without the State of
Delaware, at such place or places as the Board of Directors (the "Board") may
from time to time determine or the business of the Corporation may require.

                      ARTICLE 2 - MEETINGS OF STOCKHOLDERS

      SECTION 2.01. ANNUAL MEETINGS. All annual meetings of the stockholders
shall be held at such place, either within or without the State of Delaware, and
at such time and date as the Board, by resolution, shall determine and as set
forth in the notice of the meeting. In the event the Board fails to so determine
the place, date and time of meeting, the annual meeting of stockholders shall be
held at the principal executive office of the Corporation on the third Tuesday
in May. If the date of the annual meeting shall fall upon a legal holiday at the
place of the meeting, the meeting shall be held at the same place and hour on
the next succeeding full business day. At the meeting, directors shall be
elected and any other proper business may be transacted.

      SECTION 2.02. SPECIAL MEETINGS. Except as otherwise required by law or by
the Certificate of Incorporation and subject to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, special meetings of stockholders of the
Corporation may be called only by the Chairman of the Board or the Chief
Executive Officer of the Corporation. A special meeting of stockholders shall be
called by the Chairman or the Chief Executive Officer at the request in writing
of a majority of the Board of Directors. Such request shall state the purpose or
purposes of the proposed meeting. Stockholders are not permitted to call a
special meeting of stockholders, or to require that the Chairman of the Board or
the Chief Executive Officer call such a special meeting, or to require that the
Board request the calling of such a special meeting. Special meetings of the
stockholders may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting.

                                        2



      SECTION 2.03. NOTICE OF MEETINGS. Written notice, stating the place, date
and time of any annual or special meeting, and the general nature of the
business to be considered at such meeting, shall be given to each stockholder
entitled to vote thereat at his address as it appears on the records of the
Corporation, not less than 10 nor more than 60 days before the date of the
meeting.

      SECTION 2.04. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS. (A) Annual
Meetings of Stockholders. (1) Nominations of persons for election to the Board
of Directors of the Corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders (a) pursuant
to the Corporation's notice of meeting delivered pursuant to Section 2.03 of
these By-laws, (b) by or at the direction of the Chairman, the Chief Executive
Officer or the Board of Directors or (c) by any stockholder of the Corporation
who is entitled to vote at the meeting, who has complied with the notice
procedures set forth in clauses (2) and (3) of this paragraph (A) and this
By-law and who was a stockholder of record on the record date for the meeting.

      (2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this By-law, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not less than 70 days nor more than 90 days prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is advanced by more than 20 days, or delayed by
more than 70 days, from such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of the 70th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected; (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.

                                        2



      (3) Notwithstanding anything in the second sentence of paragraph (A)(2) of
this By-law to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Corporation is increased and there is
no public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the Corporation at least 80
days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this By-law shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.

      (B) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting pursuant to Section
2.03 of these By-laws. Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Corporation's notice of meeting (a) by or at
the direction of the Chairman, the Chief Executive Officer or the Board of
Directors or (b) by any stockholder of the Corporation who is entitled to vote
at the meeting, who complies with the notice procedures set forth in this By-law
and who is a stockholder of record at the time such notice is delivered to the
Secretary of the Corporation. Nominations by stockholders of persons for
election to the Board of Directors may be made at such a special meeting of
stockholders if the stockholder's notice as required by paragraph (A)(2) of this
By-law shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the 90th day prior to such special meeting and
not later than the close of business on the later of the 70th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.

      (C) General. (1) Only persons who are nominated in accordance with the
procedures set forth in this By-law shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this By-law. Except as otherwise provided by law, the Amended and Restated
Certificate of Incorporation or these By-laws, the Chairman or Chief Executive
Officer shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made in accordance with
the procedures set forth in this By-law and, if any proposed nomination or
business is not in compliance with this By-law, to declare that such defective
proposal or nomination shall be disregarded.

      (2) For purposes of this By-law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

                                        3



      (3) Notwithstanding the foregoing provisions of this By-law, a stockholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth in this
By-law. Nothing in this By-law shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

      SECTION 2.05. QUORUM. Except as otherwise required by law, by the
Certificate of Incorporation or by these By-laws, the presence, in person or by
proxy, of stockholders holding a majority in interest of the stock of the
Corporation entitled to vote shall constitute a quorum at all meetings of the
stockholders. In case a quorum shall not be present at any meeting, a majority
in interest of the stockholders present in person or by proxy and entitled to
vote thereat, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the requisite amount of
stock entitled to vote shall be present at an adjourned meeting. At any such
adjourned meeting at which the requisite amount of stock entitled to vote shall
be represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. Unless a new record date is fixed, only
those stockholders entitled to vote at the meeting as originally noticed shall
be entitled to vote at any adjournment or adjournments thereof. However, if the
adjournment is for more than 30 days, or if after adjournment a new record date
is fixed, a notice of the adjournment meeting shall be given to each stockholder
of record entitled to vote at the meeting.

      SECTION 2.06. VOTING. Except as otherwise provided in the Delaware General
Corporation Law or the Certificate of Incorporation of the Corporation, each
stockholder shall be entitled to one vote, in person or by proxy, for each share
of stock entitled to vote held by such stockholder, but no proxy shall be voted
after three years from its date unless such proxy provides for a longer period.
The Board of Directors, in its discretion, or the officer of the Corporation
presiding at a meeting of the stockholders, in his discretion, may require that
any votes cast at such meeting shall be cast by written ballot. All elections
for directors and all other questions shall be decided by majority vote except
as otherwise provided by the Certificate of Incorporation or the laws of the
State of Delaware.

      SECTION 2.07. STOCKHOLDER LIST. The officer who has charge of the stock
ledger of the Corporation shall at least 10 days before each meeting of
stockholders prepare a complete alphabetically-organized list of the
stockholders entitled to vote at the ensuing meeting, their respective addresses
and their respective holdings of stock. This list shall be available for the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least 10 days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall be available for
inspection at the meeting.

      SECTION 2.08. BUSINESS TRANSACTED. No business other than that stated in
the notice shall be transacted at any meeting without the unanimous consent of
all of

                                        4



the stockholders entitled to vote thereat.

                              ARTICLE 3 - DIRECTORS

      SECTION 3.01. POWERS. The business of the Corporation shall be managed by
or under the direction of the Board, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these By-laws specifically reserved to
the stockholders.

      SECTION 3.02. NUMBER AND TERM. The number of directors constituting the
entire Board shall be not less than three nor more than fifteen as fixed from
time to time by vote of a majority of the entire Board, provided, however, that
the number of directors shall not be reduced so as to shorten the term of any
director at the time in office.

      SECTION 3.03. RESIGNATIONS. Any director or member of a committee may
resign at any time. Such resignation shall be made in writing, and shall take
effect at the time specified therein, and if no time be specified, at the time
of its receipt by the Chairman, Chief Executive Officer or Secretary. The
acceptance of a resignation shall not be necessary to make it effective, unless
otherwise specified therein.

      SECTION 3.04. VACANCIES. Newly created directorships resulting from any
increase in the authorized number of directors and vacancies in the office of
any director or member of a committee may be filled by a majority of the
remaining directors in office, though less than a quorum, by a majority vote,
and the directors or members so chosen shall hold office until their successors
are duly elected and shall qualify, unless sooner removed.

      SECTION 3.05. REMOVAL. Except as otherwise provided in the Delaware
General Corporation Law or the Certificate of Incorporation of the Corporation,
any director may be removed at any time with cause upon the affirmative vote of
the holders of a majority of the outstanding shares of stock of the Corporation
entitled to vote for the election of such director, cast at a special meeting of
stockholders called for that purpose. Any vacancy in the Board of Directors
caused by any such removal may be filled at such meeting by the stockholders
entitled to vote for the director so removed. If such stockholders do not fill
such vacancy at such meeting, such vacancy may be filled by a majority of the
remaining directors in office, though less than a quorum, by a majority vote,
and the directors or members so chosen shall hold office until their successors
are duly elected and shall qualify, unless sooner removed. Notwithstanding the
foregoing, and except as otherwise required by law, whenever the holders of any
one or more series of Preferred Stock shall have the right, voting separately as
a class, to elect one or more directors of the Corporation, the provisions of
this Section shall not apply with respect to the director or directors elected
by such holders of Preferred Stock.

      SECTION 3.06. MEETINGS; PLACE AND TIME. The Board may hold meetings, both
regular and special, either within or without the State of Delaware, as it may

                                        5



from time to time determine.

      SECTION 3.07. REGULAR ANNUAL MEETING. A regular annual meeting of the
Board shall be held immediately following the annual meeting of stockholders at
the same place or at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum of such Board shall be present.

      SECTION 3.08. OTHER REGULAR MEETINGS. Regular meetings of the Board may be
held without notice at such time and at such place as shall from time to time be
determined by the Board.

      SECTION 3.09. SPECIAL MEETINGS; NOTICE. Special meetings of the Board may
be called by the Chairman of the Board or the Chief Executive Officer of the
Corporation. Special meetings of the Board may be held at such time and place,
within or without the State of Delaware, as shall be stated in the notice of the
meeting. Special meetings shall be called on at least five days' notice to each
director, either personally or by mail, telecopy, telex, telegram or cable.
Notice of a meeting need not be given to any director who submits a waiver of
notice, whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to him.

      SECTION 3.10. QUORUM. At all meetings of the Board, a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board, except as may be otherwise specifically provided
by statute or by the Certificate of Incorporation. If a quorum shall not be
present at any meeting of the Board, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

      SECTION 3.1l. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation, any action required or permitted to be taken at
any meeting of the Board, or of any committee thereof, may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

      SECTION 3.12. TELEPHONE MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation, members of the Board, or of any committee thereof,
may participate in a meeting of the Board or such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

                                        6


            SECTION 3.13. COMMITTEES OF DIRECTORS. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. Each
such committee shall be terminated by the Board at such time as the Board may
determine.

            SECTION 3.14. COMPENSATION OF DIRECTORS. Unless otherwise restricted
by the Certificate of Incorporation or these By-laws, the Board shall have the
authority to fix the compensation of directors. By resolution of the Board, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board and may be paid a fixed sum for attendance at each meeting of the
Board or a stated salary as director. Nothing herein contained shall preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation.

                              ARTICLE 4 - OFFICERS

            SECTION 4.01. OFFICERS. The officers of the Corporation shall be a
Chairman, a Chief Executive Officer, a President, a Vice-President/Chief
Financial Officer, a Treasurer and a Secretary, shall be elected by the Board,
and shall hold office until their successors are duly elected and qualified,
unless such officers resign or are removed prior thereto. In addition, the Board
may elect one or more Vice-Presidents and such Assistant Secretaries and
Assistant Treasurers as it may deem proper. None of the officers of the
Corporation need be stockholders. The officers shall be elected at the first
meeting of the Board after each annual meeting of the stockholders. More than
two offices may be held by the same person, except that the office of Secretary
may not be held by a person then holding the office of Chairman, Chief Executive
Officer or President, unless the Certificate of Incorporation or these By-laws
otherwise provide.

            SECTION 4.02. OTHER OFFICERS AND AGENTS. The Board may appoint such
officers and agents as it may deem advisable, who shall hold their offices for
such terms and shall exercise such power and perform such duties as shall be
determined from time to time by the Board.

            SECTION 4.03. CHAIRMAN. The Chairman will preside at all meetings of
the Board of Directors. He shall be primarily responsible on a day to day basis
for long range corporate strategy, long range financial planning and the review
and evaluation of potential mergers and acquisitions. He shall carry out such
high level special projects as may be initiated by him or requested from time to
time by the Board of Directors. The heads of the Corporation's divisions shall
report to him with respect to the foregoing matters. The Chairman shall consult
regularly with the Chief Executive Officer and keep him fully apprised with
respect to all matters as to which the Chairman has primary day to day
responsibilities.

                                       7


            SECTION 4.04. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall preside at meetings of the Board of Directors in the absence of the
Chairman. He shall be primarily responsible on a day to day basis for the
conduct of the Corporation's divisions including supervising the design,
manufacture, marketing and distribution of the Corporation's products and
coordinating planning between the Corporation's factories and its divisions. The
heads of the Corporation's divisions shall report to him with respect to the
foregoing matters. The Chief Executive Officer shall consult regularly with the
Chairman and keep him fully apprised with respect to all matters as to which the
Chief Executive Officer has primary day to day responsibilities.

            SECTION 4.05. PRESIDENT. The President shall report to the Chairman
and the Chief Executive Officer. He shall have responsibility for those matters
not expressly assigned to the Chairman or the Chief Executive Officer, and for
such other matters as are expressly assigned to him by the Chairman and/or the
Chief Executive Officer.

            SECTION 4.06. VICE-PRESIDENT/CHIEF FINANCIAL OFFICER. The
Vice-President/Chief Financial Officer shall report to the Chairman and the
Chief Executive Officer. He shall, under the supervision of the Chief Executive
Officer, have responsibility for budgets, bank relationships, accounting
procedures, customer credit policies, management information systems, legal
affairs, personnel affairs and inventory control. The heads of the Corporation's
divisions shall report to him with respect to the foregoing administrative and
financial matters.

            SECTION 4.07. VICE-PRESIDENTS. If a Vice-President be elected, he
shall have such powers and shall perform such duties as shall be assigned to him
by the Board of Directors.

            SECTION 4.08. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
Corporation in such depositories as may be designated by the Board.

            The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board, the Chairman, the Chief Executive Officer or the
Vice-President/Chief Financial Officer taking proper vouchers for such
disbursements. He shall render to the Chairman, the Chief Executive Officer and
Board at the regular meetings of the Board, or whenever they may request it, an
account of all his transactions as Treasurer and of the financial condition of
the Corporation. If required by the Board, he shall give the Corporation a bond
for the faithful performance of his duties in such amount and with such surety
as the Board shall prescribe.

            SECTION 4.09. SECRETARY. The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and directors, and all other
notices required by

                                       8


law or by these By-laws. In case of his absence or refusal or neglect so to do,
any such notice may be given by any person thereunto directed by the Chairman,
Chief Executive Officer, the Board or the stockholders, upon whose requisition
the meeting is called. The Secretary shall record all the proceedings of the
meetings of the Corporation and of the Board in a book to be kept for that
purpose. He shall keep in safe custody the seal of the Corporation, and when
authorized by the Board, shall cause it or a facsimile thereof to be impressed
on, affixed to, or otherwise reproduced on any instrument requiring it, and when
so affixed, impressed, or reproduced, it shall be attested by his signature or
by the signature of an Assistant Secretary.

            SECTION 4.10. ASSISTANT TREASURERS & ASSISTANT SECRETARIES. If an
Assistant Treasurer or Assistant Secretary be elected, he shall have such powers
and shall perform such duties as shall be assigned to him by the Board.

            SECTION 4.1l. REMOVAL; RESIGNATIONS; VACANCIES. Any officer elected
or appointed by the Board, other than the Chairman or the Chief Executive
Officer, may be removed at any time, either with or without cause, by the
affirmative vote of a majority of the Board. Any officer may resign at any time.
Such resignation shall be made in writing, and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the Chairman, Chief Executive Officer or Secretary. The acceptance of a
resignation shall not be necessary to make it effective, unless otherwise
specified therein. Any vacancy occurring in any office of the Corporation may be
filled by the Board.

                            ARTICLE 5 - MISCELLANEOUS

            SECTION 5.01. CERTIFICATES OF STOCK. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the Chairman, the President, the Vice-President/Chief
Financial Officer or a Vice-President and the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares owned by him in the Corporation. If the Corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations, or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock, provided that, except as otherwise provided in section 202 of the
General Corporation Law of Delaware, in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, a statement
that the Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preference and/or
rights. Where a certificate is countersigned (1) by a transfer agent other than
the Corporation or its employee, or (2) by a

                                       9


registrar other than the Corporation or its employee, the signatures of such
officers may be facsimiles.

            SECTION 5.02. LOST CERTIFICATES. The Board may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to have been lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

            SECTION 5.03. TRANSFER OF SHARES. The shares of stock of the
Corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys, or legal representatives, and upon
such transfer the old certificates, duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, shall be
surrendered to the Corporation by the delivery thereof to the person in charge
of the stock and transfer books and ledgers, or to such other persons as the
Board may designate, by whom they shall be cancelled, and new certificates shall
thereupon be issued. A record shall be made of each transfer and whenever a
transfer shall be made for collateral security, and not absolutely, it shall be
so expressed in the entry of the transfer.

            SECTION 5.04. STOCKHOLDERS RECORD DATE. In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty nor less than ten days before
the day of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.

            SECTION 5.05. REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of, and to hold liable for calls and
assessments, a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
State of Delaware.

                                       10


            SECTION 5.06. FRACTIONAL SHARES. There shall be no obligation on the
part of the Corporation to issue fractional shares.

            SECTION 5.07. DIVIDENDS. Subject to the provisions of the
Certificate of Incorporation, the Board may, out of funds legally available
therefor, at any regular or special meeting declare dividends upon the capital
stock of the Corporation as and when it deems expedient. Dividends may be paid
in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation. Before declaring any dividends,
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board from time to time in its discretion
deems proper for working capital or as a reserve fund to meet contingencies or
for equalizing dividends or for such other purpose as the Board shall deem
conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve.

            SECTION 5.08. SEAL. The Corporation shall have no corporate seal.

            SECTION 5.09. FISCAL YEAR. The fiscal year of the Corporation shall
be determined by the Board.

            SECTION 5.10. CHECKS. All checks, drafts, or other orders for the
payment of money and notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by the Chairman, or Chairman/President, or
Vice-President/Chief Financial Officer, or such officer or officers, agent or
agents, of the Corporation, and in such manner as shall be determined from time
to time by resolution of the Board.

            SECTION 5.11. NOTICE AND WAIVER OF NOTICE. Whenever any notice is
required by these By-laws to be given, personal notice is not meant unless
expressly stated, and any notice so required shall be deemed to be sufficient if
given by depositing the same in the United States mail, airmail postage prepaid,
addressed to the person entitled thereto at his address as it appears on the
records of the Corporation, and such notice shall be deemed to have been given
on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by
statute.

            Whenever any notice is required to be given under the provisions of
any law, or under the provisions of the Certificate of Incorporation or these
By-laws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
proper notice.

            SECTION 5.12. INDEMNIFICATION.

            To the fullest extent permitted by the laws of the State of
Delaware:

            (a) The Corporation shall indemnify any person (and his heirs,
executors or administrators) who was or is a party or is threatened to be made a
party to any threatened,

                                       11


pending or completed action, suit or proceeding (brought in the right of the
Corporation or otherwise), whether civil, criminal, administrative or
investigative, and whether formal or informal, including appeals, by reason of
the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, for and against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person or such heirs,
executors or administrators in connection with such action, suit or proceeding,
including appeals.

            (b) The Corporation shall pay expenses incurred in defending any
action, suit or proceeding described in subsection (a) of this Section in
advance of the final disposition of such action, suit or proceeding, including
appeals, upon receipt of an undertaking by or on behalf of such person seeking
indemnification under this Section to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation.

            (c) The Corporation may purchase and maintain insurance on behalf of
any person described in subsection (a) of this Section against any liability
asserted against him, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Section or
otherwise.

            (d) The provisions of this Section shall be applicable to all
actions, claims, suits or proceedings made or commenced after the adoption
hereof, whether arising from acts or omissions to act occurring before or after
its adoption. The provisions of this Section shall be deemed to be a contract
between the Corporation and each director, officer, employee or agent who serves
in such capacity at any time while this Section and the relevant provisions of
the laws of the State of Delaware and other applicable law, if any, are in
effect, and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts or any action, suit
or proceeding then or theretofore existing, or any action, suit or proceeding
thereafter brought or threatened based in whole or in part on any such state of
facts. If any provision of this Section shall be found to be invalid or limited
in application by reason of any law or regulation, it shall not affect the
validity of the remaining provisions hereof. The rights of indemnification
provided in this Section shall neither be exclusive of, nor be deemed in
limitation of, any rights to which any such officer, director, employee or agent
may otherwise be entitled or permitted by contract, the Certificate of
Incorporation, vote of stockholders or directors or otherwise, or as a matter of
law, both as to actions in his official capacity and actions in any other
capacity while holding such office, it being the policy of the Corporation that
indemnification of the specified individuals shall be made to the fullest extent
permitted by law.

            (e) For purposes of this Section, references to "other enterprise"
shall include any employee benefit plan; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at

                                       12


the request of the corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries.

                             ARTICLE 6 - AMENDMENTS

            These By-laws may be altered, amended or repealed, and new By-laws
may be made, only by the affirmative vote of a majority of the Board, or by the
affirmative vote of a majority of the holders of the shares of stock issued,
outstanding and entitled to vote.

                                       14



                         NINE WEST FOOTWEAR CORPORATION

                        ACTION OF THE SOLE STOCKHOLDER BY
                       WRITTEN CONSENT WITHOUT A MEETING

      The undersigned, being the sole stockholder of Nine West Footwear
Corporation, a Delaware corporation (the "Company"), hereby takes the following
action by written consent without a meeting, pursuant to Section 228 of the
General Corporation Law of the State of Delaware.

      RESOLVED, that the By-laws of the Company be, and they hereby are, amended
by deleting in its entirety the present Section 3.02 and substituting in lieu
thereof the following new Section 3.02:

            "Section 3.02. NUMBER AND TERM. The Board shall consist of two or
      more members elected at the most recent annual meeting of stockholders of
      the Corporation, which number shall not be more than 15 directors. The
      number of directors, if more than two, may be decreased at any time by the
      stockholders or by vote of a majority of the entire Board, to any number
      not less than two, but any such decrease shall not affect the term of
      office of any director, and may be increased at any time by the
      stockholders or by vote of a majority of the entire Board, to any number
      not exceeding 15. Each director shall hold office from the time of his
      election or qualification until his successor shall have been duly elected
      at the annual meeting of stockholders of the Corporation next succeeding
      his election and shall have qualified, or until his earlier death,
      resignation or removal."

      RESOLVED, that any and all actions heretofore taken by any director or
directors of the Company be, and they each hereby are, ratified, approved and
confirmed in all respects.

      IN WITNESS WHEREOF, the undersigned has executed this Consent as of the
27th day of June, 1997.

NINE WEST GROUP INC.

By: /s/ Jerome Fisher
   ------------------
     Jerome Fisher
     Chairman

Effective Date: June 27, 1997

EX-3.10

                                                                    EXHIBIT 3.10

                                MELRU CORPORATION

                                    * * * * *

                                   BY - LAWS

                                    * * * * *

                                    ARTICLE I

                                     OFFICES

      Section 1. The registered office shall be located in Trenton, New Jersey.

      Section 2. The corporation may also have offices at such other places both
within and without the State of New Jersey as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDERS

      Section 1. All meetings of shareholders for the election of directors
shall be held at a such place as to be determined by the Board of Directors.

      Section 2. Annual meetings of shareholders, commencing with the year 1984,
shall be held at such date and time as to be determined by the Board of
Directors, at which the shareholders shall elect by a plurality vote a board of



directors, and transact such other business as may properly be brought before
the meeting.

      Section 3. Written notice of the annual meeting stating the time, place,
and purpose or purposes of the meeting shall be delivered not less than ten nor
more than sixty days before the date of the meeting, either personally or by
mail, to each shareholder of record entitled to vote at such meeting.

                                   ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

      Section 1. Special meetings of shareholders for any purpose other than the
election of directors may be held at such time and place within or without the
State of New Jersey as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

      Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president, the board of directors, or the
holders of not less than Fifty (50%) percent of all the shares entitled to vote
at the meeting. Special meetings of the shareholders may be called also by the
chairman of the board of directors.

      Section 3. Written notice of a special meeting stating the time, place,
and purpose or purposes of the meeting for which the meeting is called, shall be
delivered not less than ten nor more than sixty days before the date of



the meeting, either personally or by mail, by or at the direction of the
president, the secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting.

      Section 4. Business transacted at any special meeting shall be confined to
the purpose or purposes stated in the notice thereof.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

      Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.

      Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote



of a greater number of shares of stock is required by law or the certificate of
incorporation.

      Section 3. Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, unless otherwise provided in the certificate of incorporation. A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his agent.

      In all elections for directors every shareholder, entitled to vote, shall
have the right to vote, in person or by proxy, the number of shares of stock
owned by him, for as many persons as there are directors to be elected and for
whose election he has a right to vote, or, if the certificate of incorporation
so provides, to cumulate the vote of said shares, and give one candidate as many
votes as the number of directors multiplied by the aggregate number of his votes
shall equal, or to distribute the votes on the same principle among as many
candidates as he may see fit.

      Section 4. Subject to statutory provisions, any action required to be
taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.

      Except as provided in the certificate of incorporation and subject to the
statutory provisions and upon compliance therewith any action required to be
taken at a



meeting of shareholders, other than the annual election of directors, may be
taken without a meeting upon the written consent of shareholders who would have
been entitled to cast the minimum number of votes which would be necessary to
authorize such action at a meeting at which all shareholders entitled to vote
thereon were present and voting.

                                    ARTICLE V

                                    DIRECTORS

      Section 1. The number of directors which shall constitute the whole board
of directors, other than the first board of directors, shall be Two (2).
Directors need not be residents of the State of New Jersey nor shareholders of
the corporation. The directors, other than the first board of directors, shall
be elected at the annual meeting of the shareholders, and each director elected
shall serve until the next succeeding annual meeting and until his successor
shall have been elected and qualified. The first board of directors shall hold
office until the first annual meeting of shareholders.

      Section 2. Unless otherwise provided in the certificate of incorporation,
any vacancy occurring in the board of directors may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the
board of directors. A director elected to fill a vacancy shall be elected for
the unexpired portion of the term of his predecessor in office.



      Any directorship to be filled by reason of an increase in the number of
directors shall be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A director elected to fill a
newly created directorship shall serve until the next succeeding annual meeting
of shareholders and until his successor shall have been elected and qualified.

      Section 3. The business affairs of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

      Section 4. The directors may keep the books and records of the
corporation, except such as are required by law to be kept within the state,
outside of the State of New Jersey, at such place or places as they may from
time to time determine.

      Section 5. The board of directors, by the affirmative vote of a majority
of the directors then in office, and irrespective of any personal interest of
any of its members, shall have authority to establish reasonable compensation of
all directors for services to the corporation as directors, officers or
otherwise.



                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

      Section 1. Meetings of the board of directors, regular or special, may be
held either within or without the State of New Jersey.

      Section 2. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.

      Section 3. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

      Section 4. Special meetings of the board of directors may be called by the
president on One (1) days notice to each director, either personally or by mail
or by telegram; special meetings shall be called by the president or secretary
in like manner and on like notice on the written request of two directors.
Notice need not be given to any director who signs a waiver of notice, whether
before or after the meeting.

      Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting



to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

      Section 6. A majority of the directors shall constitute a quorum for the
transaction of business unless a greater or lesser number is required by statute
or by the certificate of incorporation. The act of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board of directors, unless the act of a greater or lesser number is required by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

      Section 7. Unless otherwise provided by the certificate of incorporation,
any action required to be taken at a meeting of the board, or any committee
thereof, shall be deemed the action of the board of directors or of a committee
thereof, if all directors or committee members, as the case may be, execute
either before or after the action is taken, a written consent thereto, and the
consent is filed with the records of the corporation.



                                   ARTICLE VII

                              EXECUTIVE COMMITTEE

      Section 1. The board of directors, by resolution adopted by a majority of
the number of directors fixed by the by-laws or otherwise, may designate one or
more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the board of directors at a regular or special meeting of the board of
directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required.

                                  ARTICLE VIII

                                     NOTICES

      Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United



States mail. Notice to directors may also be given by telegram.

      Section 2. Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the certificate of
incorporation or these by-laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

      Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.

      Section 2. The board of directors at its first meeting after each annual
meeting of shareholders shall choose a president, one or more vice-presidents, a
secretary and a treasurer, none of whom need be a member of the board.

      Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.


      Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

      Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.

                                  THE PRESIDENT

      Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

      Section 7. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

      Section 8. The vice-president, or if there shall be



more than one, the vice-presidents in the order determined by the board of
directors, shall, in the absence or disability of the president, perform the
duties and exercise the powers of the president and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

      Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.



      Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

      Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

      Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

      Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his



office and for the restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the corporation.

      Section 14. The assistant treasurer, or, if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                    ARTICLE X

                            CERTIFICATES FOR SHARES

      Section 1. The shares of the corporation shall be represented by
certificates signed by, the chairman or vice-chairman of the board, or the
president or a vice-president and by the treasurer or an assistant treasurer, or
the secretary or an assistant secretary of the corporation, and may be sealed
with the seal of the corporation or a facsimile thereof.

      When the corporation is authorized to issue shares of more than one class
there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
shareholder upon request and without charge, a full statement of the



designations, preferences, limitations and relative rights of the shares of each
class authorized to be issued and, if the corporation is authorized to issue any
preferred or special class in series, the variations in the relative rights and
preferences between the shares of each such series so far as the same have been
fixed and determined and the authority of the board of directors to fix and
determine the relative rights and preferences of subsequent series.

      Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.

                                LOST CERTIFICATES

      Section 3. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may



require such indemnities as it deems adequate, to protect the corporation from
any claim that may be made against it with respect to any such certificate
alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

      Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
corporation.

                            CLOSING OF TRANSFER BOOKS

      Section 5. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof or
entitled to receive payment of any dividend or allotment of any right, or
entitled to give a written consent to any action without a meeting, or in order
to make a determination of shareholders for any other proper purpose, the board
of directors may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, sixty days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days



immediately preceding such meeting. If the stock transfer book shall be closed
for the purpose of determining shareholders entitled to give a written consent
to any action without a meeting, such books may not be closed for more than
sixty days before the date fixed for tabulation of consents or if no date has
been fixed for tabulation, the books may not be closed for more than sixty days
before the last day on which consents received may be counted. In lieu of
closing the stock transfer books, the board of directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than sixty days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken and, in
case of determining shareholders entitled to give a written consent the record
date may not be more than sixty days before the date fixed for tabulation of the
consents or if no date has been fixed for the tabulation, more than sixty days
before the last day on which consents may be counted. If the stock transfer
books are not closed and no record date is fixed, the record date for a
shareholders' meeting shall be the close of business on the day next preceding
the day on which notice is given, or, if no notice is given, the day next
preceding the day on which the meeting is held; and the record date for
determining shareholders for any other purpose shall be at the close of business
on the day on which the resolution of the board relating thereto is



adopted. When a determination of shareholders of record for a shareholders'
meeting has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the board fixes a new record date for
the adjourned meeting.

                             REGISTERED SHAREHOLDERS

      Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of New
Jersey.

                              LIST OF SHAREHOLDERS

      Section 7. The officer or agent having charge of the transfer books for
shares shall make, and certify a complete list of the shareholders entitled to
vote at a shareholders' meeting, or adjournment thereof, arranged in
alphabetical order within each class, series, or group of shareholders
maintained by the corporation for convenience of reference, with the address of,
and the number of shares held by each shareholder, which list shall be produced
and kept



open at the time and place of the meeting and shall be subject to the inspection
of any shareholder during the whole time of the meeting. Such list shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or to vote at any meeting of the shareholders.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

      Section 1. Subject to the provisions of the certificate of incorporation
relating thereto, if any, dividends may be declared by the board of directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in its bonds, in its own shares or other property including the shares or bonds
of other corporations subject to any provisions of law and of the certificate of
incorporation.

      Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.



                                     CHECKS

      Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

      Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                      SEAL

      Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal, New
Jersey". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII

                                   AMENDMENTS

      Section 1. These by-laws may be altered, amended, or repealed or new
by-laws may be adopted by the affirmative vote of a majority of the board of
directors at any regular or special meeting of the board, subject to any
provision in the certificate of incorporation reserving to the shareholders the
power to adopt, amend, or repeal by-laws, but by-laws made by the board may be
altered or repealed and new by-laws made by the shareholders. The shareholders
may prescribe that any


by-law made by them shall not be altered or repealed by the board.

EX-5.1

[Letterhead of]

CRAVATH, SWAINE & MOORE LLP
[New York Office]

April 12, 2005

Jones Apparel Group, Inc.
Jones Apparel Group Holdings, Inc.
Jones Apparel Group USA, Inc.
Nine West Footwear Corporation
Jones Retail Corporation

4.250% Senior Notes due 2009
5.125% Senior Notes due 2014
6.125% Senior Notes due 2034

Form S-4 Registration Statement

Ladies and Gentlemen:

     We have acted as counsel for Jones Apparel Group, Inc., a Pennsylvania corporation (“Jones”), Jones Apparel Group Holdings, Inc., a Delaware corporation (“Holdings”), Jones Apparel Group USA, Inc., a Pennsylvania corporation (“Jones USA”), Nine West Footwear Corporation, a Delaware corporation (“Nine West”) and Jones Retail Corporation, a New Jersey corporation (“Jones Retail” and together with Jones, Holdings, Jones USA and Nine West, the “Registrants”), in connection with the filing by the Registrants with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (Registration No. 333-123021) (the “Registration Statement”) under the Securities Act of 1933 (the “Act”) relating to the issuance and exchange of up to (i) $250,000,000 aggregate principal amount of 4.250% Senior Notes due 2009 (the “New 2009 Notes”), for a like principal amount of the outstanding 4.250% Senior Notes due 2009 (the “Original 2009 Notes”), (ii) $250,000,000 aggregate principal amount of 5.125% Senior Notes due 2014 (the “New 2014 Notes”), for a like principal amount of the outstanding 5.125% Senior Notes due 2014 (the “Original 2014 Notes”) and (iii) $250,000,000 aggregate principal amount of 6.125% Senior Notes due 2034 (the “New 2034 Notes” and, together with the New

  2

2009 Notes and the New 2014 Notes, the “New Notes”), for a like principal amount of the outstanding 6.125% Senior Notes due 2034 (the “Original 2034 Notes” and, together with the Original 2009 Notes and the Original 2014 Notes, the “Original Notes”). The New Notes are to be issued pursuant to the indenture dated as of November 22, 2004 (the “Indenture”), among the Registrants and SunTrust Bank, as trustee. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Indenture.

     In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including the Indenture.

     Based on the foregoing, we are of opinion as follows:

     1. The Indenture has been duly authorized, executed and delivered by Holdings and Nine West (collectively, the “Delaware Subsidiaries”).

     2. Assuming the due authorization, execution and delivery thereof by each party thereto (other than the Delaware Subsidiaries), the Indenture constitutes a legal, valid and binding obligation of each of the Registrants enforceable against each of them in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

     3. Assuming that the New Notes have been duly authorized by each party thereto (other than the Delaware Subsidiaries), when executed and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Original Notes, the New Notes will constitute legal, valid and binding obligations of each of the Registrants entitled to the benefits of the Indenture and enforceable against each of the Registrants in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law). In expressing the opinion set forth in this paragraph 3, we have assumed, with your consent, that the form of the New Notes will conform to that included in the Indenture.

     We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

  3

     We are admitted to practice in the State of New York and we express no opinion as to any matters governed by any law other than the laws of the State of New York and the General Corporation Law of the State of Delaware.

     We are furnishing this opinion to you, solely for your benefit. This opinion may not be relied upon by any other person (including by any person that acquires the New Notes from you) or for any other purpose or used, circulated, quoted or otherwise referred to for any other purpose.

Very truly yours,

/s/ Cravath, Swaine & Moore LLP

Jones Apparel Group, Inc.
Jones Apparel Group Holdings, Inc.
Jones Apparel Group USA, Inc.
Nine West Footwear Corporation
Jones Retail Corporation
     250 Rittenhouse Circle
           Bristol, PA 19007

EX-5.2

                                                                     EXHIBIT 5.2

                                 [Letterhead of]

                       SCHNADER HARRISON SEGAL & LEWIS LLP
                              [Philadelphia Office]

                                 March 18, 2005

Ira M. Dansky, Esq.
Jones Apparel Group, Inc.
1411 Broadway
New York, NY 10018

                  RE:      JONES APPAREL GROUP, INC.
                           JONES APPAREL GROUP USA, INC.
                           REGISTRATION STATEMENT ON FORM S-4

Dear Mr. Dansky:

                  As special counsel to Jones Apparel Group, Inc., a
Pennsylvania corporation and Jones Apparel Group USA, Inc., a Pennsylvania
corporation (together, the "Jones Companies"), we have been requested to render
this opinion in connection with the Jones Companies' Registration Statement on
Form S-4 (the "Registration Statement"), which was filed with the Securities and
Exchange Commission (the "SEC") on February 25, 2005, under the Securities Act
of 1933, as amended.

                  The Registration Statement relates to the proposed offer to
exchange (the "Exchange Offer") up to $750,000,000 aggregate principal amount of
new 4.250% Senior Notes due 2009, 5.125% Senior Notes due 2014 and 6.125% Senior
Notes due 2034 (the "Exchange Notes"), which will be freely transferable, for
any and all outstanding 4.250% Senior Notes due 2009, 5.125% Senior Notes due
2014, and 6.125% Senior Notes due 2034 issued in a private offering by the Jones
Companies on November 22, 2004 (the "Restricted Notes"), which have certain
transfer restrictions.

                  For purposes of this opinion we have examined the Registration
Statement; the Consents of the Board of Directors of Jones Apparel Group, Inc.
dated November 10, 2004 and Jones Apparel Group USA, Inc. dated November 17,
2004; the Indenture dated November 22, 2004, among the Jones Companies and
SunTrust Bank, as trustee (the "Trustee") (the "Indenture"); and such other
documents as we deem necessary for the purpose of rendering this opinion. With
respect to the foregoing documents, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as certified or
reproduced copies.

                  As special counsel to the Jones Companies, we are not
necessarily familiar with all of the Jones Companies' affairs. As a further
basis for this opinion, we have made such

Ira M. Dansky, Esq.
March 18, 2005
Page 2

inquiry of the Jones Companies as we have deemed necessary or appropriate for
the purpose of rendering this opinion.

                  Based on the foregoing, we are of the opinion that the
Exchange Notes have been duly authorized and when executed and authenticated in
accordance with the provisions of the Indenture and the Exchange Offer, will
constitute valid and binding obligations of each of the Jones Companies
enforceable in accordance with their terms, and will be entitled to the benefits
of the Indenture and that the Indenture has been duly authorized, executed and
delivered by the Jones Companies. In expressing the opinion set forth in this
letter, we have assumed that the form of the Exchange Notes will conform to that
included in the Indenture.

                  Our opinion set forth in this letter is subject to the effect
of (i) bankruptcy, insolvency, reorganization, arrangement, moratorium,
fraudulent conveyance or other similar laws relating to or affecting the rights
of creditors generally, and (ii) limitations imposed by general principles of
equity, regardless of whether the relevant matter is considered in proceedings
at law or in equity, including with respect to certain covenants and provisions
of the Indenture, where the Trustee's enforcement of such covenants or
provisions under the circumstances or, in the specified manner, would violate a
creditor's or secured party's implied covenant of good faith and fair dealing or
would be commercially unreasonable. Enforceability of the Indenture may also be
limited to the extent that remedies are sought for a breach that a court
concluded is immaterial or does not affect the Trustee.

                  We are members of the Bar of the Commonwealth of Pennsylvania
and do not hold ourselves out as being experts on laws other than the laws of
the United States of America and the laws of the Commonwealth of Pennsylvania.

                  This opinion is given as of the date hereof and is limited to
the facts, circumstances and matters set forth herein and to laws currently in
effect. No opinion may be inferred or is implied beyond matters expressly set
forth herein. And we do not undertake and assume no obligation to update or
supplement this opinion to reflect any facts or circumstances which may
hereinafter come to our attention or any change in law which may hereafter
occur.

                  This opinion is furnished for your benefit and the benefit of
the holders of the Exchange Notes referred to in the Registration Statement and
may not be used or relied upon by any other person or entity or in connection
with any other transaction without our prior written consent.

                  We hereby consent to the reference to this Firm under the
heading "Legal Matters" in the Registration Statement and in the related
Prospectus and to the filing of this opinion as an Exhibit to the Registration
Statement.

Ira M. Dansky, Esq.
March 18, 2005
Page 3


                                    Sincerely

                                    /s/ Schnader Harrison Segal & Lewis LLP

                                    SCHNADER HARRISON SEGAL & LEWIS LLP

EX-5.3

                                                                     EXHIBIT 5.3

                                 [Letterhead of]

                           DRINKER BIDDLE & REATH LLP
                               [Princeton Office]

                                                         March 16, 2005



Ladies and Gentlemen:

                  We have acted as special counsel to Jones Retail Corporation,
a New Jersey corporation (the "Company") in the State of New Jersey in
connection with the filing by the Company with the Securities and Exchange
Commission (the "Commission") of a registration statement on Form S-4
(Registration No. 333-123021) (the "Registration Statement") under the
Securities Act of 1933 (the "Act"), relating to the issuance and exchange of up
to (i) $250,000,000 aggregate principal amount of new 4.250% Senior Notes due
2009 (the "New 2009 Notes"), for a like principal amount of the outstanding
4.250% Senior Notes due 2009, which have certain transfer restrictions, (ii)
$250,000,000 aggregate principal amount of new 5.125% Senior Notes due 2014 (the
"New 2014 Notes"), for a like principal amount of the outstanding 5.125% Senior
Notes due 2014, which have certain transfer restrictions and (iii) $250,000,000
aggregate principal amount of new 6.125% Senior Notes due 2034 (the "New 2034
Notes" and, together with the New 2009 Notes and the New 2014 Notes, the "New
Notes"), for a like principal amount of the outstanding 6.125% Senior Notes due
2034, which have certain transfer restrictions. The New Notes are to be issued
pursuant to the indenture dated as of November 22, 2004 (the "Indenture"), among
the Company, certain affiliates of the Company and SunTrust Bank, as trustee.
All terms used herein have the meanings assigned to them in the Indenture unless
otherwise defined herein.

                  In that capacity, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion, including: (a) the Certificate of
Incorporation of the Company, as amended; (b) the bylaws of the Company, as
amended; and (c) the Indenture.

                  Based on the foregoing, and subject to the qualifications,
limitations and assumptions stated herein, in our opinion: (i) the Indenture has
been duly authorized, executed and delivered by the Company; (ii) each of the
New Notes has been duly authorized; and (iii) when executed and authenticated in
accordance with the terms of the Indenture, each of the New Notes shall be duly
executed and delivered by the Company.

                  We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do



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not thereby admit that we are included in the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the
Commission.

                  We are admitted to practice in the State of New Jersey and we
express no opinion as to matters governed by any laws other than the laws of the
State of New Jersey and the Federal laws of the United States of America.

                  This opinion is given as of the date hereof, and we do not
undertake to advise you of any facts that come to our attention, or of any
change in law that may occur, after the date hereof.

                  The opinions expressed above are solely for your benefit and
may not be relied upon by any other person (including by any person that
acquires the securities from you), or for any other purpose.

                                Very truly yours

                                /s/ Drinker Biddle & Reath LLP

                                DRINKER BIDDLE & REATH LLP

EX-23.4

                                                                    EXHIBIT 23.4

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Jones Apparel Group, Inc.
Bristol, Pennsylvania

     We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our reports dated
February 11, 2005, relating to the consolidated financial statements, the
effectiveness of internal control over financial  reporting and schedule of
Jones Apparel Group, Inc. appearing in the Company's  Annual Report on Form
10-K and Form 10-K/A for the year ended December 31,  2004.

     We also consent to the reference to us under the caption "Experts" in
the Prospectus.

/s/ BDO Seidman, LLP
New York, New York

April 11, 2005