Exhibit 4.1



EXHIBIT 4.1


THIRD SUPPLEMENTAL INDENTURE

    THIRD SUPPLEMENTAL INDENTURE dated as of June 5, 2001, by
and among McNaughton Apparel Group Inc., a Delaware corporation (the
"Company"), Norton McNaughton of Squire, Inc., a New York corporation,
Miss Erika, Inc., a Delaware corporation, McNaughton Apparel Holdings Inc., a
South Carolina corporation, and Jeri-Jo Knitwear, Inc., a Delaware corporation
(collectively, the "Guarantors"), and United States Trust Company of
New York, a New York banking corporation, as trustee (the "Trustee").

    WHEREAS, the Company, the Guarantors and the Trustee have
entered into an Indenture dated as of June 18, 1998, as amended and supplemented
from time to time (the "Indenture"), pursuant to which the Company
issued $125 million aggregate principal amount of its 12-1/2% Senior Notes due
2005, Series B (the "Securities");

    WHEREAS, there are now outstanding under the Indenture,
Securities in the aggregate principal amount of $125 million;

    WHEREAS, Section 9.2 of the Indenture provides that the
Company, the Guarantors and the Trustee may amend the Indenture with the consent
of the Holders of at least a majority in outstanding principal amount of the
Securities;

    WHEREAS, the Company desires to amend certain provisions
of the Indenture, as set forth in Article I hereof;

    WHEREAS, the Holders of at least a majority in outstanding
principal amount of the Securities have consented to the amendments effected by
this Third Supplemental Indenture;

    WHEREAS, Jones Apparel Group, Inc. ("Parent")
intends to acquire the Company, through a merger of the Company with and into
MCN Acquisition Corp., a Delaware corporation and a direct, wholly-owned
subsidiary of Parent; and

    WHEREAS, all things necessary to make this Third
Supplemental Indenture a valid agreement, in accordance with the terms of the
Indenture, have been done.

    NOW, THEREFORE, this Third Supplemental Indenture
witnesseth that, for and in consideration of the premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities, as follows:

ARTICLE I

AMENDMENTS TO INDENTURE AND ADDITIONAL PROVISIONS

    SECTION 1.01. Amendments to Articles IV, V, VI and VIII.
Effective upon the date (the "Acceptance Date") that the Company
accepts Securities for purchase and payment pursuant to the Offer to Purchase
and Consent Solicitation Statement and accompanying Consent and Letter



of Transmittal, each dated May 21, 2001, and any amendments, modifications or
supplements thereto (the "Offer and Consent Solicitation"), Sections
4.2, 4.3, 4.4, 4.6, 4.7, 4.10, 4.11, 5.1(iv), 6.1(a)(v) and 6.1(a)(vi) of the
Indenture are hereby amended by deleting all such sections and all references
thereto in their entirety, including without limitation all references, direct
or indirect, thereto in Section 6.1, "Events of Default," Section 8.2,
"Legal Defeasance and Discharge" and Section 8.3, "Covenant
Defeasance."

ARTICLE II

MISCELLANEOUS

    SECTION 2.01. Instruments To Be Read Together. This
Third Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture, and said Indenture and this Third Supplemental
Indenture shall henceforth be read together.

    SECTION 2.02. Confirmation. The Indenture as
amended and supplemented by this Third Supplemental Indenture is in all respects
confirmed and preserved.

    SECTION 2.03. Definitions. Capitalized terms used
in this Third Supplemental Indenture and not otherwise defined herein shall have
the respective meanings set forth in the Indenture. Any defined terms present in
the Indenture, but no longer used as a result of the amendments made by this
Third Supplemental Indenture shall be eliminated.

    SECTION 2.04. Headings. The headings of the
Articles and Sections of this Third Supplemental Indenture have been inserted
for convenience of reference only, and are not to be considered a part hereof
and shall in no way modify or restrict any of the terms and provisions hereof.

    SECTION 2.05. Governing Law. The laws of the State
of New York shall govern this Third Supplemental Indenture.

    SECTION 2.06. Counterparts. This Third Supplemental
Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

    SECTION 2.07. Effectiveness; Termination. The
provisions of this Third Supplemental Indenture will take effect immediately
upon its execution and delivery by the Trustee in accordance with the provisions
of Section 9.2 of the Indenture; provided that the waivers and amendments to the
Indenture set forth in Section 1.01 of this Third Supplemental Indenture shall
become operative as specified in Section 1.01 hereof.

    SECTION 2.08. Acceptance by Trustee. The Trustee
accepts the amendments to the Indenture effected by this Third Supplemental
Indenture and agrees to execute the trusts created by the Indenture as hereby
amended, but only upon the terms and conditions set forth in the Indenture.

    SECTION 2.09. Responsibility of Trustee. The
recitals contained herein shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Third Supplemental
Indenture.



    IN WITNESS WHEREOF, the parties hereto have caused this
Third Supplemental Indenture to be duly executed, all as of the date first
written above.


  
  		MCNAUGHTON APPAREL GROUP INC.
        By /s/ Amanda J. Bokman 

        Name: Amanda J. Bokman 

        Title: Chief Financial Officer, Vice President, Treasurer and Secretary

        NORTON MCNAUGHTON OF SQUIRE, INC.

        By /s/ Amanda J. Bokman 

        Name: Amanda J. Bokman 

        Title: Chief Financial Officer, Vice President, Treasurer and Secretary

        MISS ERIKA, INC.

        By /s/ Amanda J. Bokman 

        Name: Amanda J. Bokman 

        Title: Chief Financial Officer, Vice President, Treasurer and Secretary

        JERI-JO KNITWEAR, INC.

        By /s/ Amanda J. Bokman 

        Name: Amanda J. Bokman 

        Title: Chief Financial Officer, Vice President, Treasurer and Secretary

        MCNAUGHTON APPAREL HOLDINGS INC.

        By /s/ Amanda J. Bokman 

        Name: Amanda J. Bokman 

        Title: Chief Financial Officer, Treasurer and Secretary

        UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee

        By /s/ Margaret M. Ciesmelewski 

        Name: Margaret M. Ciesmelewski 

        Title: Assistant Vice President