**EXHIBIT 10.24**

February 28, 2003

Mr. Ira M. Dansky Executive Vice President, General Counsel and Secretary Jones Apparel Group, Inc. 1411 Broadway New York, NY 10018

Re: Amended and Restated Employment Agreement as of April 4, 2002 between IraM. Dansky and Jones Apparel Group, Inc. (the "Company") (the"Employment Agreement")

Dear Mr. Dansky:

This will confirm our agreement to amend the terms and conditions of theEmployment Agreement, as follows:

| 1. | On December 9, 2002, the        Compensation Committee of the Board of Directors of the Company        authorized the issuance to you of 30,000 shares of common stock of the        Company (the "Restricted Stock Grant")                                                                                                                                                                                          |
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| 2. | The Restricted Stock Grant is        intended to provide an incentive to, and to provide compensation in the        same manner as, grants of stock options previously made to you (and        certain other employees of the Company). Accordingly, certain provisions        of the Employment Agreement applicable to stock options are being        amended hereby to include shares of restricted stock therein.          |
| 3. | In consideration of the        Restricted Stock Grant, the Employment Agreement is hereby amended as        follows:                                                                                                                                                                                                                                                                                                           |
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                 | Section 5(a) of the Employment Agreement is        hereby deleted in its entirety.          |
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                 | Section 5(b) of the Employment Agreement is        hereby amended to read in its entirety as follows:                 Subject to the absolute authority of the Compensation Committee of the        Board of Directors of the Company from time to time (i) to grant (or not        to grant) to eligible individuals options ("Options") to        purchase common stock of the Company ("Common Shares") and        (ii) to issue (or not to issue) Common Shares of the Company subject to        vesting requirements ("Restricted Shares"), it is the        intention of the Company and the expectation of the Executive that while        the Executive is employed |

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|  |  | hereunder, the Executive will      receive Options and/or Restricted Shares annually beginning in calendar      year 2003, on the following terms and conditions (and any Options or      Restricted Shares so granted and issued shall be subject to the following      terms and conditions, which shall govern any conflicts between the terms      hereof and any terms and conditions in any stock option or restricted      stock agreement):        |
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|  |  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Target awards will be in an amount (plus or      minus 25%) equal to 80% of Executive's salary;        |
|  |  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                            | For purposes of determining the number of      shares subject to a given Option or of Restricted Shares, the value of      such Option or Restricted Shares grant shall be determined using the      Black-Scholes valuation method, or another generally recognized valuation      method which is then being used uniformly by the Company for its senior      executives;        |
|  |  | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The exercise price per share of the Options      shall be not less than the fair market value of a Common Share on the date      of grant, and the Options shall expire on the tenth anniversary of the      date of grant; and        |
|  |  | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Options or Restricted Shares shall vest      ratably on the first three anniversaries of the date of grant and shall      contain such other vesting restrictions as the Compensation Committee      shall determine; provided however, that all such Options or Restricted      Shares and all other options to purchase Common Shares and Restricted      Shares then held by the Executive which are not then vested (in the      aggregate being referred to as herein as "Accelerated      Options/Restricted Shares") shall become fully vested and immediately      exercisable during the remaining original term of each such Accelerated      Option, and all such Restricted Shares shall be immediately free of      restrictions, as the case may be, upon the occurrence of any of the      following events ("Acceleration Events"): Executive's Retirement      (as defined herein), death, Disability (as defined herein), a Change in      Control (as defined herein), and termination of Executive's employment by      the Company without Cause or by the Executive for Good Reason; and        |
|  |  | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | The Options and/or Restricted Shares shall be      granted on such other terms and conditions as are generally made      applicable to Options and Restricted Shares granted to the other senior      executives of the Company. |

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|  | (c) | Section 6(b)(ii) of the Employment Agreement is      hereby amended to read in its entirety as follows:             In addition to the foregoing and notwithstanding any other agreement      between the Executive and the Company, all Accelerated Options/Restricted      Shares which were held by the Executive at the time of the Executive's      Retirement, death or the Disability Termination Date, shall become fully      exercisable and shall remain exercisable by the Executive or by the      Executive's estate or his representative during the remaining original      term of the Accelerated Option in the case of the Executive's Retirement      or Disability, or during the 3-year period following the date of the      Executive's death, and all such Restricted Shares shall be free of      restrictions, as the case may be.                                                                                                                                                                                                          |
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|  | (d) | Section 6(c)(ii) of the Employment Agreement is      hereby amended to read in its entirety as follows:      
In addition to the foregoing and notwithstanding any other agreement      between the Executive and the Company, all Accelerated Options/Restricted      Shares which were held by the Executive at the time of the termination of      the Executive's employment by the Company without Cause or by the      Executive for Good Reason (whether or not following a Change of Control),      shall become fully exercisable and shall remain exercisable for the same      period following termination as would apply if the Executive's employment      had not terminated, and all such Restricted Shares shall be free of      restrictions, as the case may be.
Please acknowledge your agreement with the foregoing by signing the enclosedcopy of this letter agreement and by returning it to the Company.

Very truly yours,

JONES APPAREL GROUP, INC.

By: /s/ Peter BoneparthPresident

Agreed to in all respects:

/s/ Ira M. DanskyIra M. Dansky

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