- 15 -

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

    The following discussion provides information and analysis of our results of operations for the 13 and 40 week periods ended October 2, 2004 (hereinafter referred to as the "third fiscal quarter of 2004" and the "first fiscal nine months of 2004," respectively) and the 13 and 40 week periods ended October 4, 2003 (hereinafter referred to as the "third fiscal quarter of 2003" and the "first fiscal nine months of 2003," respectively), and our liquidity and capital resources. The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements included elsewhere herein.

    We design, contract for the manufacture of, manufacture and market a broad range of women's collection sportswear, suits and dresses, casual sportswear and jeanswear for men, women and children, and women's and children's footwear and accessories. We sell our products through a broad array of distribution channels, including better specialty and department stores and mass merchandisers, primarily in the United States and Canada. We also operate our own network of retail and factory outlet stores. In addition, we license the use of several of our brand names to select manufacturers and distributors of women's and men's apparel and accessories worldwide.

Acquisitions

    We completed our acquisitions of Kasper and Maxwell on December 1, 2003 and July 8, 2004, respectively. The results of operations of Kasper and Maxwell are included in our operating results from their respective dates of acquisition. Accordingly, the financial position and results of operations presented and discussed herein are not directly comparable between periods. Kasper operates in the wholesale better apparel, wholesale footwear and accessories and retail segments, and Maxwell operates in the wholesale footwear and accessories segment.    

    The Ralph by Ralph Lauren license (the "Ralph License") with Polo Ralph Lauren Corporation ("Polo") was scheduled to end on December 31, 2003. During the course of the discussions concerning the Ralph License, Polo asserted that the expiration of the Ralph License would cause the Lauren by Ralph Lauren license agreements (the "Lauren License") to end on December 31, 2003, instead of December 31, 2006. We believe that this is an improper interpretation and that the expiration of the Ralph License did not cause the Lauren License to end.

    On June 3, 2003, we announced that our discussions with Polo regarding the interpretation of the Lauren License had reached an impasse and that, as a result, we had filed a complaint in the New York State Supreme Court against Polo and its affiliates (see "Legal Proceedings"). The complaint alleges that Polo breached the Lauren License agreements by claiming that the license ends at the end of 2003. We asked the Court to enter a judgment for compensatory damages of $550 million as well as punitive damages. On June 3, 2003, Polo also filed a complaint in the New York State Supreme Court against us, seeking among other things a declaratory judgment that the Lauren License terminated as of December 31, 2003. On October 2, 2003, Polo served a motion to dismiss our breach of contract claim. On July 25, 2003, we served papers opposing Polo's motion and also served upon Polo a motion seeking summary judgment in Polo's action for a declaratory judgment. On August 12, 2003, Polo filed a cross-motion for summary judgment in that action.

    On March 15, 2004, the Court issued a decision resolving the motions. The Court denied Polo's motion to dismiss our breach of contract claim, granted our motion for summary judgment in Polo's action for a declaratory judgment, and denied Polo's cross-motion for summary judgment in the same action. As a result, the Court dismissed Polo's action for a declaratory judgment and entered judgment in our favor in that action, while permitting our action against Polo to proceed. Polo has appealed from these rulings. In addition, Polo filed a motion for leave to reargue and to renew its previous motions to dismiss and for summary judgment, which we opposed. On August 16, 2004, the court denied Polo's motions to reargue and renew its previous motions. Polo has appealed from this ruling.

- 16 -

    We assert within the complaint that Polo's actions fully discharged our obligations under the Lauren License agreements for lines to be sold after December 31, 2003. Therefore, we ceased development of Lauren products effective with the Spring 2004 season. Our Lauren business represented a significant portion of our sales and profits. Net sales of Lauren products were $141.3 million, $402.0 million and $476.4 million for the third fiscal quarter of 2003, the first fiscal nine months of 2003 and the year ended December 31, 2003, respectively. The termination of our exclusive right to manufacture and market clothing under this trademark in the United States, Canada and elsewhere will have a material adverse effect on our results of operations after 2003. To replace the sales of the Lauren brand, we have pursued other opportunities, including internal brands (including the new lifestyle brand under the Jones New York Signature label), acquisitions (including the Kasper acquisition) and licensing options, some of which we previously were precluded from exploring under agreements with Polo. The loss of the Lauren License has not materially adversely impacted our liquidity, and we continue to have a strong financial position.

    The expiration of the Ralph License has not been material to us in any respect. Net sales of Ralph products were $8.4 million, $24.4 million and $30.7 million for the third fiscal quarter of 2003, the first fiscal nine months of 2003 and the year ended December 31, 2003, respectively.

    We and Polo have agreed that, in connection with the expiration of the Ralph License, related licenses to produce certain Polo Jeans Company and Polo Ralph Lauren products in Canada terminated as of December 31, 2003. The termination of these Canadian licenses has not been material to us in any respect. Net sales of all products under these Canadian licenses were $10.2 million, $21.2 million and $41.3 million for the third fiscal quarter of 2003, the first fiscal nine months of 2003 and the year ended December 31, 2003, respectively. The dispute between us and Polo does not relate to the Polo Jeans License in the United States, and an end to the Canada Licenses does not end our longer term Polo Jeans License in the United States or otherwise adversely affect the Polo Jeans License in the United States.

    Several of our accounting policies involve significant judgements and uncertainties. The policies with the greatest potential effect on our results of operations and financial position include the estimated collectibility of accounts receivable, the recovery value of obsolete or overstocked inventory and the estimated fair values of both our goodwill and intangible assets with indefinite lives.

    For accounts receivable, we estimate the net collectibility, considering both historical and anticipated trends of trade discounts and co-op advertising deductions taken by our customers, allowances we provide to our retail customers to flow goods through the retail channels, and the possibility of non-collection due to the financial position of our customers. For inventory, we estimate the amount of goods that we will not be able to sell in the normal course of business and write down the value of these goods to the recovery value expected to be realized through off-price channels. Historically, actual results in these areas have not been materially different than our estimates, and we do not anticipate that our estimates and assumptions are likely to materially change in the future. However, if we incorrectly anticipate trends or unexpected events occur, our results of operations could be materially affected.

    We utilize independent third-party appraisals to estimate the fair values of both our goodwill and our intangible assets with indefinite lives. These appraisals are based on projected cash flows and interest rates; should interest rates or our future cash flows differ significantly from the assumptions used in these projections, material impairment losses could result where the estimated fair values of these assets become less than their carrying amounts.

- 17 -

RESULTS OF OPERATIONS

    Statements of Income Stated in Dollars and as a Percentage of Total Revenues

Percentage totals may not add due to rounding.

Fiscal Quarter Ended October 2, 2004 Compared to Fiscal Quarter Ended October 4, 2003

    Revenues.  Total revenues for the third fiscal quarter of 2004 were $1.30 billion compared to $1.20 billion for the third fiscal quarter of 2003, an increase of 9.8%.

    Revenues by segment were as follows:

    Wholesale better apparel revenues increased primarily as a result of shipments of the new Jones New York Signature product line ($57.8 million) and the product lines added as a result of the Kasper acquisition ($101.6 million). These increases were offset by the discontinuance of the Lauren and Ralph businesses (a decrease of $156.1 million including the Canadian Polo business). Increased shipments of Jones New York Sport, Polo Jeans Company and Nine West were offset by the discontinuance of the Rena Rowan product line in better department stores.

    Wholesale moderate apparel revenues decreased primarily as a result of lower shipments of our Norton McNaughton, Erika, Evan-Picone, Nine and Company and private-label denim businesses, partially offset by increased shipping in our Energie, Gloria Vanderbilt and Bandolino product lines as well as the initial shipments of our A-Line product.

    Wholesale footwear and accessories revenues increased primarily due to the product lines added as a result of the Maxwell acquisition ($65.9 million) as well as higher shipments of our Nine West footwear and accessories product lines, the introduction of Bandolino accessories, and the inclusion of the Anne Klein accessories product

- 18 -

line obtained in the Kasper acquisition. These increases were partially offset by a reduction in shipments of Easy Spirit and Enzo Angiolini footwear products.

    Retail revenues increased primarily as the result of $17.7 million in sales from the locations added as a result of the Kasper acquisition, partially offset by a 1.1% decrease in comparable store sales. We began the third fiscal quarter of 2004 with 978 retail locations and had a net increase of five locations during the quarter to end the quarter with 983 locations.

    Gross Profit.  The gross profit margin decreased to 35.6% in the third fiscal quarter of 2004 compared to 36.3% in the third fiscal quarter of 2003.

    Wholesale better apparel gross profit margins were 33.9% and 36.5% for the third fiscal quarters of 2004 and 2003, respectively. The decrease was a result of the discontinuance of the Lauren product line (which carried higher margins than the historical segment average) and the addition of the acquired Kasper business (which generated lower margins than the historical segment average), partially offset by shipments of the new Jones New York Signature line (which carries higher margins than the historical segment average).

    Wholesale moderate apparel gross profit margins were 25.6% for both the third fiscal quarters of 2004 and 2003.

    Wholesale footwear and accessories gross profit margins were 32.7% and 33.8% for the third fiscal quarters of 2004 and 2003, respectively. Margin improvement in our wholesale accessories and costume jewelry businesses during the current period were offset by $6.0 million related to adjustments required under purchase accounting to write up acquired Maxwell inventories to market value.

    Retail gross profit margins were 51.9% and 53.1% for the third fiscal quarters of 2004 and 2003, respectively. The decrease was primarily the result of a more promotional selling environment in our retail footwear stores and lower margins in our Canadian retail operations as compared to the prior period. Margins were also negatively impacted by the addition of the acquired Kasper apparel retail outlets, which generate lower margins than the historical segment average.

    Selling, General and Administrative ("SG&A") Expenses.  SG&A expenses of $297.2 million in the third fiscal quarter of 2004 represented an increase of $32.8 million from the $264.4 million reported for the third fiscal quarter of 2003. In the third fiscal quarter of 2004, Kasper added $25.2 million to the wholesale better apparel segment and $6.5 million to the retail segment while Maxwell added $19.0 million to the wholesale footwear and accessories segment, which includes $10.8 million of amortization of the purchase price assigned to acquired customer orders. SG&A expenses related to our retail operations also increased over the prior period due to additional store openings during the current period. These increases were partially offset by a $16.7 million reduction in royalty and advertising expenses resulting from the discontinuance of the Lauren and Ralph businesses.

    Operating Income.  The resulting operating income for the third fiscal quarter of 2004 of $164.4 million increased $0.4 million from the $164.0 million for the third fiscal quarter of 2003, due to the factors described above.

    Net Interest Expense.  Net interest expense was $11.9 million in the third fiscal quarter of 2004 compared to $13.9 million in the third fiscal quarter of 2003. This was primarily a result of lower overall borrowings in the current period and a favorable interest rate differential resulting from replacing our Zero Coupon Convertible Senior Notes due 2021 (the "Zero Coupon Notes") and 7.50% Senior Notes due 2004 with short-term borrowings under our Senior Credit Facilities.

    Provision for Income Taxes.  The effective income tax rate was 37.5% for the third fiscal quarter of 2004 and 37.7% for the third fiscal quarter of 2003. The difference is primarily driven by a favorable change in the state and local effective tax rate resulting from various legal entity reorganizations and business initiatives.

- 19 -

    Net Income and Earnings Per Share.  Net income was $95.8 million in the third fiscal quarter of 2004, an increase of $1.9 million from the net income of $93.9 million earned in the third fiscal quarter of 2003. Diluted earnings per share for the third fiscal quarter of 2004 was $0.77 compared to $0.71 for the third fiscal quarter of 2003, on 7.9% fewer shares outstanding.

Fiscal Nine Months Ended October 2, 2004 Compared to Fiscal Nine Months Ended October 4, 2003

    Revenues.  Total revenues for the first fiscal nine months of 2004 were $3.57 billion compared to $3.40 billion for the first fiscal nine months of 2003, an increase of 5.1%.

    Revenues by segment were as follows:

    Wholesale better apparel revenues were impacted by the discontinuance of the Lauren and Ralph businesses (a decrease of $438.5 million including the Canadian Polo business) which was offset by shipments of the new Jones New York Signature line ($150.6 million) and the product lines added as a result of the Kasper acquisition ($290.0 million). Planned decreases in shipments of Polo Jeans Company and Jones New York Jeans products and the discontinuance of the Rena Rowan product line were partially offset by increased shipments of Jones New York Collection and Nine West products.

    Wholesale moderate apparel revenues increased as a result of higher shipments of our Energie, Gloria Vanderbilt and Bandolino product lines and the initial shipments of our A-Line product, offset by reduced shipments of our Norton McNaughton, Evan-Picone and l.e.i. product lines as well as planned decreases in our private label denim businesses.

    Wholesale footwear and accessories revenues increased primarily due to the product lines added as a result of the Maxwell acquisition ($65.9 million) as well as higher shipments of our Nine West and Bandolino footwear and our Nine West accessories product line, the introduction of Bandolino accessories, and the inclusion of the Anne Klein accessories product line obtained in the Kasper acquisition. These increases were partially offset by reductions in shipments of Easy Spirit and Enzo Angiolini footwear products.

    Retail revenues increased primarily due to a 5.0% increase in comparable store sales as well as $50.4 million in sales from locations added as a result of the Kasper acquisition. We began the first fiscal nine months of 2004 with 990 retail locations and had a net reduction of seven locations during the period to end the period with 983 locations.

    Gross Profit.  The gross profit margin decreased to 37.5% in the first fiscal nine months of 2004 compared to 37.9% in the first fiscal nine months of 2003.

    Wholesale better apparel gross profit margins were 36.4% and 39.8% for the first fiscal nine months of 2004 and 2003, respectively. The decrease was a result of the discontinuance of the Lauren product line (which carried higher margins than the historical segment average) and the addition of the acquired Kasper business (which generated lower margins than the historical segment average), partially offset by shipments of the new Jones New York Signature line (which carries higher margins than the historical segment average). Margins were also

- 20 -

negatively impacted by the clearance of the discontinued Rena Rowan product line. Cost of sales for the first fiscal nine months of 2004 included $4.1 million related to adjustments required under purchase accounting to write up acquired Kasper inventories to market value.

    Wholesale moderate apparel gross profit margins were 27.0% and 27.2% for the first fiscal nine months of 2004 and 2003, respectively. The decrease is primarily the result of higher markdowns and off-price sales in core moderate businesses offset by increased shipping in the higher-margin Gloria Vanderbilt product line.

    Wholesale footwear and accessories gross profit margins were 34.5% and 34.4% for the first fiscal nine months of 2004 and 2003, respectively. The increase was driven primarily by improved margins in our wholesale accessories and costume jewelry businesses, partially offset by decreased margins in our wholesale footwear businesses as a result of higher levels of markdowns and off-price sales in our Easy Spirit product line. Cost of sales for the first fiscal nine months of 2004 included $6.0 million related to adjustments required under purchase accounting to write up acquired Maxwell inventories to market value.

    Retail gross profit margins were 53.7% and 53.9% for the first fiscal nine months of 2004 and 2003, respectively. The decrease was primarily the result of the effects of the addition of the acquired Kasper apparel retail outlets, which generate lower margins than the historical segment average.

    SG&A Expenses.  SG&A expenses of $875.7 million in the first fiscal nine months of 2004 represented an increase of $89.4 million from the $786.3 million reported for the first fiscal nine months of 2003. In the first fiscal nine months of 2004, Kasper added $81.5 million to the wholesale better apparel segment, which includes $8.0 million of amortization of the purchase price assigned to acquired customer orders, and $18.3 million to the retail segment, while Maxwell added $19.0 million to the wholesale footwear and accessories segment, which includes $10.8 million of amortization of the purchase price assigned to acquired customer orders. We also recorded an $8.4 million writeoff of unamortized bond discounts and debt issuance costs in the wholesale better apparel segment resulting from the redemption of all our outstanding Zero Coupon Notes. These increases were offset by a $51.2 million reduction in royalty and advertising expenses resulting from the discontinuance of the Lauren and Ralph businesses.

    Operating Income.  The resulting operating income for the first fiscal nine months of 2004 of $460.9 million decreased 7.9%, or $39.8 million, from the $500.7 million for the first fiscal nine months of 2003, due to the factors described above.

    Net Interest Expense.  Net interest expense was $34.6 million in the first fiscal nine months of 2004 compared to $42.1 million in the first fiscal nine months of 2003. This was primarily a result of lower overall borrowings in the current period and a favorable interest rate differential resulting from replacing our Zero Coupon Notes and 7.50% Senior Notes due 2004 with short-term borrowings under our Senior Credit Facilities.

    Provision for Income Taxes.  The effective income tax rate was 37.5% for the first fiscal nine months of 2004 and 37.7% for the first fiscal nine months of 2003. The difference is primarily driven by a favorable change in the state and local effective tax rate resulting from various legal entity reorganizations and business initiatives.

    Net Income and Earnings Per Share.  Net income was $267.7 million in the first fiscal nine months of 2004, a decrease of $19.1 million from the net income of $286.8 million earned in the first fiscal nine months of 2003. Diluted earnings per share for the first fiscal nine months of 2004 was $2.11 compared to $2.15 for the first fiscal nine months of 2003, on 6.7% fewer shares outstanding.

    Our principal capital requirements have been to fund acquisitions, pay dividends, working capital needs, capital expenditures and repurchases of our common stock on the open market. We have historically relied on internally generated funds, trade credit, bank borrowings and the issuance of notes to finance our operations and expansion. As of October 2, 2004, total cash and cash equivalents were $45.9 million, a decrease of $304.1 million from the $350.0 million reported as of December 31, 2003.

- 21 -

    Operating activities provided $84.7 million and $76.5 million in the first fiscal nine months of 2004 and 2003, respectively. The increase was primarily due to higher levels of non-cash expenses such as depreciation, amortization and deferred taxes in the current period. Accounts receivable experienced a higher increase during the current period due to seasonal increases in the acquired Kasper and Maxwell businesses and payments of acquired Maxwell accrued expenses (including employee termination payments and payments to settle all outstanding Maxwell employee stock options) caused a larger decrease in accrued expenses in the current period over the prior period. Accounts payable increased in the current period compared to a decrease in the prior period primarily due to higher accrued inventory purchases in the acquired Kasper businesses.

    Investing activities used $324.9 million and $62.6 million in the first fiscal nine months of 2004 and 2003, respectively. The decrease was primarily due to payments related to the Maxwell acquisition.

    During 2003, we entered into a sale-leaseback agreement for our Virginia warehouse facility. The gross sale price was $25.9 million, which resulted in a net gain of $7.5 million that has been deferred and is being amortized over the 20-year term of the lease agreement (which has been recorded as a capital lease). In connection with this transaction, we repaid $7.4 million of long-term debt related to the Virginia warehouse facility.

    Financing activities used $63.7 million in the first fiscal nine months of 2004. The primary uses of cash were to redeem our outstanding Zero Coupon Notes and 7.50% Senior Notes due 2004, repurchase our common stock and pay dividends to our common shareholders. Financing activities used $103.6 million in the first fiscal nine months of 2003, primarily to repurchase our common stock.

    On February 2, 2004, we redeemed all of our outstanding Zero Coupon Notes at a redemption price (inclusive of issue price plus accrued original issue discount) of $554.41 per $1,000 of principal amount at maturity for a total payment of $446.6 million, which was financed primarily through our Senior Credit Facilities. As a result of this transaction, we recorded a charge of $8.4 million in the first fiscal quarter of 2004, representing the writeoff of unamortized bond discounts and debt issuance costs. The securities carried a 3.5% yield to maturity with a face value of $805.6 million ($1,000 per note) and were convertible into common stock at a conversion rate of 9.8105 shares per note. On June 15, 2004, we redeemed at maturity all our 7.50% Senior Notes due 2004 at par for a total payment of $175.0 million.

    We repurchased $163.1 million and $92.1 million of our common stock on the open market during the first fiscal nine months of 2004 and 2003, respectively. As of October 2, 2004, a total of $826.8 million had been expended under announced programs to acquire up to $900.0 million of such shares. On October 27, 2004 we announced that our Board of Directors had authorized an additional $100.0 million of share repurchases, bringing the aggregate total to $1.0 billion under our repurchase programs. We may make additional share repurchases in the future depending on, among other things, market conditions and our financial condition. Proceeds from the issuance of common stock to our employees exercising stock options amounted to $32.6 million and $10.0 million in the first fiscal nine months of 2004 and 2003, respectively.

    At October 2, 2004, we had credit agreements with several lending institutions to borrow an aggregate principal amount of up to $1.5 billion under Senior Credit Facilities. These facilities, of which the entire amount is available for letters of credit or cash borrowings, provide for a $500.0 million three-year revolving credit facility (which was reduced from $700.0 million in June 2004 and expires in June 2006) and a $1.0 billion five-year revolving credit facility (which replaced a similar $700.0 million five-year revolving credit facility in June 2004). At October 2, 2004, $132.0 million in cash borrowings were outstanding under the three-year revolving credit facility and $890.0 million was outstanding under our five-year revolving credit facility (comprised of $600.0 million in cash borrowings and $290.0 million in outstanding letters of credit). Borrowings under the Senior Credit Facilities may also be used for working capital and other general corporate purposes, including permitted acquisitions and stock repurchases. The Senior Credit Facilities are unsecured and require us to satisfy both a coverage ratio of earnings before interest, taxes, depreciation, amortization and rent to interest expense plus rents and a net worth maintenance covenant, as well as other restrictions, including (subject to exceptions) limitations on our ability to incur additional indebtedness, prepay subordinated indebtedness, make acquisitions, enter into mergers and pay dividends.

- 22 - 

    In addition to these committed facilities, we have unsecured uncommitted lines of credit for the purpose of issuing letters of credit and bankers' acceptances for Kasper and Maxwell. As of October 2, 2004, $102.6 million in letters of credit were outstanding under these lines of credit.

    At October 2, 2004, we also had a C$15.0 million unsecured line of credit in Canada, under which no amounts were outstanding.

    On July 8, 2004, we completed the acquisition of Maxwell. The aggregate cash purchase price was $352.9 million, which included $23.25 for each outstanding share of Maxwell (for a total of $345.8 million). On December 1, 2003, we completed the acquisition of Kasper. The aggregate cash purchase price was $259.5 million, of which $37.8 million was paid in the first fiscal quarter of 2004.

    On October 27, 2004, we announced that the Board of Directors had declared a quarterly cash dividend of $0.10 per share to all common stockholders of record as of November 10, 2004 for payment on November 24, 2004.

    We have two joint ventures with HCL Technologies Limited to provide us with computer consulting, programming and associated support services. As of October 2, 2004, we have committed to purchase $12.0 million in services from these joint venture companies through June 30, 2007.

    We also have a joint venture with Sutton Developments Pty. Ltd. ("Sutton") to operate retail locations in Australia. We have unconditionally guaranteed up to $7.0 million of borrowings under the joint venture's uncommitted credit facility and up to $0.4 million of presettlement risk associated with foreign exchange transactions. Sutton is required to reimburse us for 50% of any payments made under these guarantees. At October 2, 2004, the outstanding balance subject to these guarantees was approximately $0.7 million.

    We believe that funds generated by operations, proceeds from the issuance of notes, the Senior Credit Facilities and the Kasper, Maxwell and Canadian lines of credit will provide the financial resources sufficient to meet our foreseeable working capital, dividend, capital expenditure and stock repurchase requirements and fund our contractual obligations and our contingent liabilities and commitments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

    The market risk inherent in our financial instruments represents the potential loss in fair value, earnings or cash flows arising from adverse changes in interest rates or foreign currency exchange rates. We manage this exposure through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Our policy allows the use of derivative financial instruments for identifiable market risk exposures, including interest rate and foreign currency fluctuations. We do not enter into derivative financial contracts for trading or other speculative purposes.

    The primary interest rate exposures on floating rate financing arrangements are with respect to United States and Canadian short-term interest rates. We had approximately $1.5 billion in variable rate credit facilities at October 2, 2004.

    At October 2, 2004, we had outstanding foreign exchange contracts for Jones Apparel Group Canada Inc. to purchase a total of US$8.0 million through January 2005. We believe that these financial instruments should not subject us to undue risk due to foreign exchange movements because gains and losses on these contracts should offset losses and gains on the assets, liabilities, and transactions being hedged. We are exposed to credit-related losses if the counterparty to the financial instruments fails to perform its obligations. However, we do not expect the counterparty, which presently has high credit ratings, to fail to meet its obligations.

    For further information see "Derivatives" in the Notes to Consolidated Financial Statements.

- 23 -

    As required by Exchange Act Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Operating and Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, our President and Chief Executive Officer and our Chief Operating and Financial Officer concluded that both our disclosure controls and procedures and our internal controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC filings and that information required to be disclosed by us in these periodic filings is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that our internal controls are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles.

    There have been no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

    The Ralph License with Polo was scheduled to end on December 31, 2003. During the course of the discussions concerning the Ralph License, Polo asserted that the expiration of the Ralph License would cause the Lauren License agreements to end on December 31, 2003, instead of December 31, 2006. We believe that this is an improper interpretation and that the expiration of the Ralph License did not cause the Lauren License to end.

    On June 3, 2003, we announced that our discussions with Polo regarding the interpretation of the Lauren License had reached an impasse and that, as a result, we had filed a complaint in the New York State Supreme Court against Polo and its affiliates and our former President, Jackwyn Nemerov. The complaint alleges that Polo breached the Lauren License agreements by claiming that the license ends at the end of 2003. The complaint also alleges that Ms. Nemerov breached the confidentiality and non-compete provisions of her employment agreement with us. Additionally, Polo is alleged to have induced Ms. Nemerov to breach her employment agreement and Ms. Nemerov is alleged to have induced Polo to breach the Lauren License agreements. We asked the court to enter a judgment for compensatory damages of $550 million, as well as punitive damages, and to enforce the confidentiality and non-compete provisions of Ms. Nemerov's employment agreement. On June 3, 2003, Polo also filed a complaint in the New York State Supreme Court against us, seeking among other things a declaratory judgment that the Lauren License terminated as of December 31, 2003. On June 25, 2003, we filed an amended complaint adding a claim against Ms. Nemerov for conversion, which alleges that Ms. Nemerov wrongfully took and possesses documents containing confidential information regarding us.

    On October 2, 2003, Ms. Nemerov filed a motion to stay our claims against her and to compel arbitration of those claims. We opposed that motion. Additionally, on October 2, 2003, Polo served a motion on us to dismiss our breach of contract claim, and to stay our claim regarding inducement of Ms. Nemerov's breach of her employment agreement pending the outcome of arbitration. On July 8, 2003, we served papers opposing Nemerov's motion. On July 25, 2003, we served papers opposing Polo's motion and also served upon Polo a motion seeking summary judgment in Polo's action for a declaratory judgment. On August 12, 2003, Polo filed a cross-motion for summary judgment in that action.

    On March 15, 2004, the Court issued a decision resolving the motions. The Court denied Polo's motion to dismiss our breach of contract claim, granted our motion for summary judgment in Polo's action for a declaratory judgment, and denied Polo's cross-motion for summary judgment in the same action. As a result, the Court dismissed Polo's action for a declaratory judgment and entered judgment in our favor in that action, while permitting our action against Polo to proceed.

- 24 -

    The Court also denied Nemerov's motion to compel arbitration of our claim against her for inducing Polo to breach the Lauren Agreements, but granted her motion to compel arbitration of our remaining claims against her. The Court granted Polo's motion for a stay of proceedings relating to our claim against Polo for inducing Nemerov to breach her employment agreement while those claims are arbitrated by us and Nemerov. We dismissed our claims against Nemerov in the litigation and are pursuing our claims against her in the arbitration.

    Polo and Nemerov have appealed from these rulings. In addition, Polo filed a motion for leave to reargue and to renew its previous motions to dismiss and for summary judgment, which we opposed. On April 16, 2004, the Court heard oral argument on Polo's motion. On August 16, 2004, the court denied Polo's motions to reargue and renew its previous motions. Polo has appealed from this ruling.

    On May 12, 2004, we initiated a Demand for Arbitration with the American Arbitration Association against Ms. Nemerov. The demand alleges Ms. Nemerov breached her employment agreement with us, violated her fiduciary duties and converted our property. Ms. Nemerov has denied these allegations and asserted counterclaims for defamation and breach of the non-disparagement and indemnification clauses of her employment agreement. On August 24, 2004, we amended our demand to add a claim for misappropriation of trade secrets. Ms. Nemerov continues to deny our claims and to pursue her counterclaims.

    In connection with our tender offer for all the outstanding shares of Class A Common Stock, together with the associated preferred stock rights, of Maxwell, and our solicitation of written consents from Maxwell stockholders, on May 27, 2004, the Court of Chancery of the State of Delaware granted our motion for summary judgment to declare that the board of directors of Maxwell violated Maxwell's certificate of incorporation in attempting to set a record date for our consent solicitation. On July 8, 2004, Maxwell dismissed its lawsuit filed against us on April 1, 2004 in the United States District Court for the District of Massachusetts.

    We have been named as a defendant in various actions and proceedings arising from our ordinary business activities. Although the amount of any liability that could arise with respect to these actions cannot be accurately predicted, in our opinion, any such liability will not have a material adverse financial effect on us.

    The following table sets forth the repurchases of our common stock for the fiscal quarter ended October 2, 2004.

- 25 -

    These repurchases were made under programs announced on July 29, 2003 for $150.0 million and July 27, 2004 for $100.0 million. While neither plan has an expiration date, the $150.0 million limit under the July 29, 2003 program was reached during August 2004.

Item 5. Other information

Statement Regarding Forward-looking Disclosure

    This Report includes, and incorporates by reference, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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 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, 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 in this Report, including, without limitation, the statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations," 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 ("Cautionary Statements") are disclosed in this Report 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 the Cautionary Statements.

Item 6. Exhibits

    See Exhibit Index.

- 26 -

    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 thereunto duly authorized.

JONES APPAREL GROUP, INC.
(Registrant)

- 27 -

EXHIBIT INDEX

____________
* Filed herewith.
⁺ Furnished herewith.

- 28 -