UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

June 22, 2007

JONES APPAREL GROUP, INC.

(Exact Name of registrant as specified in its charter)

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

1411 Broadway

New York, New York  10018

 (Address of principal executive offices)

(212) 642-3860

 (Registrant's telephone number, including area code)

Not Applicable

 (Former name or former address, if changed since last report)

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

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.

On June 22, 2007, Jones Apparel Group, Inc. (“Jones”) entered into a definitive stock purchase agreement (the “agreement”) among Jones, its wholly owned subsidiary Jones Apparel Group Holdings, Inc., its indirect wholly owned subsidiary Barneys New York, Inc. (“Barneys”), Istithmar Bentley Holding Co. and Istithmar Bentley Acquisition Co. The agreement provides for Jones to sell Barneys to an affiliate of Istithmar, a Dubai based private equity and alternative investment house, for $825.0 million in cash, subject to certain purchase price adjustments.

The transaction, which is expected to close in the third quarter of 2007, is subject to certain customary conditions, including the expiration or early termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act.

Under the terms of the agreement, Jones is permitted to entertain unsolicited proposals from third parties to acquire Barneys.  Any such third party proposal would have to be made by July 22, 2007 and all due diligence and negotiations with a third party would have to be completed by August 11, 2007.  Under the terms of the definitive agreement, Jones remains permitted to entertain proposals from third parties to acquire all of Jones (including Barneys).  In this circumstance, due diligence and negotiations would also have to be completed by August 11, 2007.  In either case Jones would be required to pay a termination fee prior to terminating the agreement.  The termination fee would be $20.6 million if Jones terminates the agreement on or prior to July 22, 2007 and $22.7 million if Jones terminates after July 22, 2007.  The detailed terms and conditions relating to these rights of Jones are contained in the agreement, filed as Exhibit 10.1 hereto.

The foregoing summary of the agreement does not purport to be complete and is qualified in its entirety by reference to the definitive agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Stock Purchase Agreement dated June 22, 2007 among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Barneys New York, Inc., Istithmar Bentley Holding Co. and Istithmar Bentley Acquisition Co.

SIGNATURES

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

JONES APPAREL GROUP, INC. (Registrant)
By:	/s/ Ira M. Dansky
	Ira M. Dansky
	Executive Vice President,
	General Counsel and Secretary

Date:  June 22, 2007

Exhibit Index

Exhibit No.	Description
10.1	Stock Purchase Agreement dated June 22, 2007 among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Barneys New York, Inc., Istithmar Bentley Holding Co. and Istithmar Bentley Acquisition Co.