Exhibit 4.2



EXHIBIT 4.2


FOURTH SUPPLEMENTAL INDENTURE



    FOURTH SUPPLEMENTAL INDENTURE dated as of June 19, 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"), MCN Acquisition Corp., a Delaware corporation ("New Company"),
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 Securities due 2005,
Series B (the "Securities");

    WHEREAS, Section 9.1 of the Indenture provides that the
Company, the Guarantors and the Trustee may amend the Indenture without notice
or consent of any Holder;

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

    WHEREAS, Jones Apparel Group, Inc. ("Parent") intends to
acquire the Company, through a merger of the Company with and into New Company,
a direct, wholly-owned subsidiary of Parent, with New Company being the
surviving corporation (the "Merger"). In connection with the Merger, the name of
New Company will be changed to "McNaughton Apparel Group Inc.";

    WHEREAS, New Company desires to execute and deliver this
Fourth Supplemental Indenture in accordance with and pursuant to the terms of
Section 5.2 of the Indenture; and

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

    NOW, THEREFORE, this Fourth 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. Effective upon the
consummation of the Merger, pursuant to Article V of the Indenture, New Company
shall assume all obligations of the Company under the Indenture and be the
obligor thereunder and the obligor of any and all Securities that remain
outstanding under the Indenture.



ARTICLE II

MISCELLANEOUS

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



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

    SECTION 2.03. Definitions. Capitalized terms used
in this Fourth 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 Fourth Supplemental Indenture shall be eliminated. 

    SECTION 2.04. Headings. The headings of the
Articles and Sections of this Fourth 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 Fourth Supplemental Indenture. 

    SECTION 2.06. Counterparts. This Fourth
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 Fourth Supplemental Indenture will take effect immediately
upon its execution and delivery by the Trustee in accordance with the provisions
of Section 9.1 of the Indenture; provided that the amendments to the Indenture
set forth in Section 1.01 of this Fourth Supplemental Indenture shall become
operative upon consummation of the Merger. 

    SECTION 2.08. Acceptance by Trustee. The Trustee
accepts the amendments to the Indenture effected by this Fourth 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 Fourth Supplemental
Indenture.



    IN WITNESS WHEREOF, the parties hereto have caused this
Fourth 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

        MCN ACQUISITION CORP.

        By /s/ Ira M. Dansky

        Name: Ira M. Dansky

        Title: Secretary

        UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee

        By /s/ Margaret M. Ciesmelewski 

        Name: Margaret M. Ciesmelewski 

        Title: Assistant Vice President