**EXHIBIT 10.4**

FORM OF STOCK OPTION AGREEMENT

JONES APPAREL GROUP, INC.STOCK OPTION AGREEMENT

        THIS AGREEMENT,made as of this _____ day of __________, 2005 by JONES APPAREL GROUP, INC., aPennsylvania corporation (hereinafter called the "Company"), with theperson executing this Agreement (hereinafter called the "Holder"):

        The Company hasadopted the stock option plan identified on Annex I attached hereto (the"Plan"). Said Plan, as it may hereafter be amended and continued, isincorporated herein by reference and made part of this Agreement.

        The Committee,which is charged with the administration of the Plan pursuant to Section 3thereof, has determined that it would be to the advantage and interest of theCompany to grant the option provided for herein to the Holder as an inducementto remain in the service of the Company or one of its subsidiaries, and as anincentive for increased efforts during such service.

        NOW, THEREFORE,pursuant to the Plan, the Company with the approval of the Committee herebygrants to the Holder as of the date hereof an option (the "Option") topurchase all or any part of the number of shares of Common Stock of the Companyset forth on Annex I, at the price per share set forth on Annex I,which price is not less than the fair market value of a share of Common Stock onthe date hereof, and upon the following terms and conditions:

        1. The Optionshall continue in force through the "Expiration Date" stated on AnnexI, unless sooner terminated as provided herein and in the Plan. Subject tothe provisions of the Plan, the Option shall become exercisable as provided inthe Vesting Schedule in Annex I. Such installments shall be cumulative,subject to the following:

           a. Except as provided hereinbelow, the Option may not be exercised unless theHolder is then an employee (including directors and officers who are employees),director or officer of the Company or any subsidiary of the Company, in eachcase, on the date of grant, or a consultant, advisor, agent or independentrepresentative of the Company or any subsidiary of the Company, or anycombination thereof.

        2. In the eventthat the employment or service of the Holder shall be terminated prior to theExpiration Date (otherwise than by reason of death or disability), the Optionmay, subject to the provisions of the Plan, be exercised (to the extent that theHolder was entitled to do so at the termination of this employment or service)at any time within three months after such termination, but not after theExpiration Date, *provided, however*, that if such termination shall havebeen for cause or voluntarily by the Holder and without the written consent ofthe Company or any subsidiary corporation thereof, as the case may be, theOption and all rights of the Holder hereunder, to the extent not theretoforeexercised, shall forthwith terminate immediately upon such termination. Nothingin this Agreement shall confer upon the Holder any right to continue in theemploy or service of the Company or any subsidiary of the Company or affect theright of the Company or any subsidiary to terminate his employment or service atany time.

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        3. If the Holdershall (a) die while he is employed by or serving the Company or a corporationwhich is a subsidiary thereof or within three months after the termination ofsuch position (other than termination for cause, or voluntarily on his part andwithout the consent of the Company or subsidiary corporation thereof, as thecase may be,) or within three years following his retirement (as such term isdefined in the Plan), or (b) become permanently and totally disabled within themeaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended(the "Code"), while employed by or serving any such company, or (c)enter retirement, then the Option shall become immediately fully exercisable, asset forth herein by the Holder or by the person or persons to whom the Holder'srights under the Option pass by will or applicable law, or if no such person hassuch right, by his executors or administrators, at any time within one yearafter the date of death of the original Holder, or one year after the date ofpermanent and total disability, or three years after the date of retirement, butin each case, not later than the Expiration Date.

        4. a. The Holdermay exercise the Option with respect to all or any part of the shares thenpurchasable hereunder by giving the Company written notice in the form annexed,as provided in paragraph 8 hereof, of such exercise. Such notice shall specifythe number of shares as to which the Option is being exercised and shall beaccompanied by payment in full in cash of an amount equal to the exercise priceof such shares multiplied by the number of shares as to which the Option isbeing exercised; *provided*that, if permitted by the Board, the purchaseprice may be paid, in whole or in part, by surrender or delivery to the Companyof securities of the Company having a fair market value on the date of theexercise equal to the portion of the purchase price being so paid. In such eventfair market value should be determined pursuant to paragraph 5 of the Plan.

           b. Prior to or concurrently with delivery by the Company to the Holder of acertificate(s) representing such shares, the Holder shall, upon notification ofthe amount due, pay promptly any amount necessary to satisfy applicable federal,state or local tax requirements. In the event such amount is not paid promptly,the Company shall have the right to apply from the purchase price paid any taxesrequired by law to be withheld by the Company with respect to such payment andthe number of shares to be issued by the Company will be reduced accordingly.

        5. Notwithstandingany other provision of the Plan, in the event of a change in the outstandingCommon Stock of the Company by reason of a stock dividend, split-up, split-down,reverse split, recapitalization, merger, consolidation, combination or exchangeof shares, spin-off, reorganization, liquidation or the like, then the aggregatenumber of shares and price per share subject to the Option shall beappropriately adjusted by the Board, whose determination shall be conclusive.

        6. a. ForNon-Qualified Stock Options: No Non-Qualified Stock Options("NQSO") granted hereunder shall be transferable other than by will orby the laws of descent and distribution, except that all or any portion of theNQSO may be transferred to or for the benefit of (by trust) the spouse or linealdescendants of the Holder, subject to such restrictions on transfer which may beimposed by federal and state securities laws, and if prior thereto the 

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transferee agrees to be bound by the terms of the Plan andthis Agreement. Options may be exercised, during the lifetime of the Holder,only by the Holder, or by his guardian or legal representative. In the event ofany attempt by the Holder to transfer, assign, pledge, hypothecate or otherwisedispose of this Option or of any right hereunder, except as provided for herein,or in the event of the levy or any attachment, execution or similar process uponthe rights or interest hereby conferred, the Company may terminate this Optionby notice to the Holder and it shall thereupon become null and void.

           b. For Incentive Stock Options: Incentive Stock Options ("ISO")shall, during the Holder's lifetime, be exercisable only by him, and neitherthe ISO nor any right hereunder shall be transferable by him, by operation oflaw or otherwise, except by will or by the laws of descent and distribution. Inthe event of any attempt by the Holder to transfer, assign, pledge, hypothecateor otherwise dispose of this Option or of any right hereunder, except asprovided for herein, or in the event of the levy or any attachment, execution orsimilar process upon the rights or interest hereby conferred, the Company mayterminate this Option by notice to the Holder and it shall thereupon become nulland void.

        7. Neither theHolder nor in the event of his death, any person entitled to exercise hisrights, shall have any of the rights of a stockholder with respect to the sharessubject to the Option until share certificates have been issued and registeredin the name of the Holder or his estate, as the case may be.

        8. Any notice tothe Company provided for in this Agreement shall be addressed to the Company incare of its Chief Financial Officer, 250 Rittenhouse Circle, Bristol,Pennsylvania 19007 and any notice to the Holder shall be addressed to him at hisaddress now on file with the Company, or to such other address as either maylast have designated to the other by notice as provided herein. Any notice soaddressed shall be deemed to be given on the second business day after mailing,by registered or certified mail, at a post office or branch post office withinthe United States.

        9. In the eventthat any question or controversy shall arise with respect to the nature, scopeor extent of any one or more rights conferred by this Option, the determinationby the Committee (as constituted at the time of such determination) of therights of the Holder shall be conclusive, final and binding upon the Holder andupon any other person who shall assert any right pursuant to this Option.

|                                                                                            | JONES APPAREL GROUP, INC.        By:  _______________________ |
|--------------------------------------------------------------------------------------------|--------------------------------------------------------------------|
| ACCEPTED AND AGREED        
_____________________        Holder
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**ANNEX I

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