EXHIBIT 10.31

AMENDMENT NO. 1 TO THEAMENDED**AND RESTATEDFIVE-YEAR CREDIT AGREEMENT
 **
Dated as of November 17, 2004
**        AMENDMENT NO. 1 (this "Amendment")**TO THE AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT** among JonesApparel Group USA, Inc., a Pennsylvania corporation (the "Borrower"),the Additional Obligors referred to therein, the banks, financial institutionsand other institutional lenders parties to the Five-Year Credit Agreementreferred to below (collectively, the "Lenders") and WachoviaBank, National Association, as agent (the "Administrative Agent")for the Lenders.
**        PRELIMINARY STATEMENTS:**
        (1) The Borrower, the AdditionalObligors, the Lenders, the Administrative Agent and other parties thereto haveentered into an Amended and Restated Five-Year Credit Agreement dated as of June15, 2004 (the "Five-Year Credit Agreement"). Capitalized termsnot otherwise defined in this Amendment have the same meanings as specified inthe Five-Year Credit Agreement.

        (2) The Borrower has requestedthat the Lenders agree to add Jones Retail Corporation as an Additional Obligorunder the Five-Year Credit Agreement.

        (3) The Required Lenders are, onthe terms and conditions stated below, willing to grant the request of theBorrower and the Borrower and the Required Lenders have agreed to amend theFive-Year Credit Agreement as hereinafter set forth.

        SECTION 1. Amendments toFive-Year Credit Agreement. The Five-Year Credit Agreement is, effective asof the date hereof and subject to the satisfaction of the conditions precedentset forth in Section 3, hereby amended as follows:

    (a) Section 1.1 is amended by inserting in the  appropriate alphabetical order the following definition:

"Jones Retail" means Jones Retail Corporation, a New    Jersey corporation.

    (b) Section 1.1 is further amended by amending the  definition of "Additional Obligors" in full to read as follows:

"Additional Obligors" means the collective reference to    Jones Apparel Group, Jones Apparel Group Holdings, Kasper, Ltd., Nine West    Footwear and Jones Retail in their capacities as co-obligors under this    Agreement.

    (c) Exhibit A-1 of the Five-Year Credit Agreement is  amended in full to read as set forth as Exhibit A-1 to this Amendment.

    (d) Exhibit A-2 of the Five-Year Credit Agreement is  amended in full to read as set forth as Exhibit A-2 to this Amendment.

        SECTION 2. Condition Subsequent.By execution below, Jones Retail hereby covenants and agrees that it will (a)provide an allonge endorsement to each Lender that has requested a RevolvingCredit Note in accordance with Section 2.4(c) of the Five-Year Credit Agreementpromptly after receipt of such a request from such Lender and (b) deliver to theAdministrative Agent, not later than December 1, 2004, certificates ofincumbency, certified resolutions, articles of incorporation and bylaws, andopinions of counsel substantially similar to those required by Section 6.2(b) ofthe Five-Year Credit Agreement, in each case in form and substance reasonablysatisfactory to the Administrative Agent.

        SECTION 3. Conditions ofEffectiveness. This Amendment shall become effective as of the date firstabove written when, and only when, on or before November 17, 2004 theAdministrative Agent shall have received counterparts of this Amendment executedby the Credit Parties and the Required Lenders or, as to any of the Lenders,advice satisfactory to the Administrative Agent that such Lender has executedthis Amendment. This Amendment is subject to the provisions of Section 14.11 ofthe Five-Year Credit Agreement.

        SECTION 4. Representations andWarranties of the Credit Parties. The Credit Parties represent and warrantas follows:

    (a) Each of the Credit Parties is a corporation duly  organized, validly existing and in good standing under the laws of the  jurisdiction of its incorporation.

    (b) The execution, delivery and performance by each  Credit Party of this Amendment and the performance by each Credit Party of its  obligations under the Five-Year Credit Agreement, as amended hereby, do not  and will not, by the passage of time, the giving of notice or otherwise, (i)  require any of the Credit Parties or any of their Subsidiaries to obtain any  Governmental Approval not otherwise already obtained or violate any Applicable  Law relating to the Credit Parties or any of their Subsidiaries, (ii) conflict  with, result in a breach of or constitute a default under the articles of  incorporation, bylaws or other organizational documents of the Credit Parties  or any of their Subsidiaries or any indenture or other material agreement or  instrument to which such Person is a party or by which any of its properties  may be bound or any Governmental Approval relating to such Person except as  could not reasonably be expected to have a Material Adverse Effect, or (iii)  result in or require the creation or imposition of any material Lien upon or  with respect to any property now owned or hereafter acquired by such Person  other than a Lien permitted under the terms of the Loan Documents.

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    (c) Each of the Credit Parties has the right, power and  authority and has taken all necessary corporate and other action to authorize  the execution, delivery and performance of this Amendment and the performance  of its obligations the Five-Year Credit Agreement, as amended hereby, in  accordance with their respective terms. This Amendment has been duly executed  and delivered by the duly authorized officers of the Credit Parties and such  document constitutes, and each of the Loan Documents does and continues to  constitute, the legal, valid and binding obligation of the Credit Parties and,  if applicable, each of their Subsidiaries party thereto, enforceable in  accordance with their respective terms, except as such enforcement may be  limited by bankruptcy, insolvency, reorganization, moratorium or similar state  or federal debtor relief laws from time to time in effect which affect the  enforcement of creditors' rights in general and the availability of equitable  remedies.

    (d) Except for matters existing on the Closing Date and  set forth on Schedule 7.1(q) to the Five-Year Credit Agreement, there are no  actions, suits or proceedings pending nor, to the knowledge of the Credit  Parties, threatened against or affecting the Credit Parties or any Subsidiary  thereof or any of their respective properties in any court or before any  arbitrator of any kind or before or by any Governmental Authority, which could  reasonably be expected to have a Material Adverse Effect or which relate to  the enforceability of this Amendment or any Loan Documents, as amended hereby.

        SECTION 5. Reference to andEffect on the Five-Year Credit Agreement and the Loan Documents. (a) On andafter the effectiveness of this Amendment, each reference in the Five-YearCredit Agreement to "this Agreement", "hereunder","hereof" or words of like import referring to the Five-Year CreditAgreement, and each reference in the Notes and each of the other Loan Documentsto "the Credit Agreement", "thereunder", "thereof"or words of like import referring to the Five-Year Credit Agreement, shall meanand be a reference to the Five-Year Credit Agreement, as amended by thisAmendment.

        (b) The Five-Year CreditAgreement, as specifically amended by this Amendment, the Notes and each of theother Loan Documents, are and shall continue, following the effectiveness ofthis Amendment, to be in full force and effect and are hereby in all respectsratified and confirmed.

        (c) The execution, delivery andeffectiveness of this Amendment shall not, except as specifically providedherein, operate as a waiver of any right, power or remedy of any Lender or theAdministrative Agent under the Five-Year Credit Agreement, nor constitute awaiver of any provision of the Five-Year Credit Agreement.

        SECTION 6. Costs and Expenses.The Borrower agrees to pay on demand all reasonable out-of-pocket expenses ofthe Administrative Agent in connection with the preparation, execution, deliveryand administration, modification and amendment of this Amendment and the otherinstruments and documents to be delivered hereunder (including, withoutlimitation, the reasonable fees and disbursements of 

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counsel for the Administrative Agent) in accordance with the terms ofSection 14.2 of the Five-Year Credit Agreement.

        SECTION 7. Execution inCounterparts. This Amendment may be executed in any number of counterpartsand by different parties hereto in separate counterparts, each of which when soexecuted shall be deemed to be an original and all of which taken together shallconstitute but one and the same agreement, binding upon all parties, theirsuccessors and assigns. Delivery of an executed counterpart of a signature pageto this Amendment by telecopier shall be effective as delivery of a manuallyexecuted counterpart of this Amendment.

        SECTION 8. Governing Law.This Amendment shall be governed by, and construed in accordance with, the lawsof the State of New York.

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        IN WITNESS WHEREOF, the partieshereto have caused this Amendment to be executed by their respective officersthereunto duly authorized, as of the date first above written.
JONES APPAREL GROUP USA, INC.      as Borrower      
By: /s/ Wesley R. Card             Name:  Wesley R. Card             Title: Chief Financial Officer       JONES APPAREL GROUP, INC.      as Additional Obligor      
By: /s/ Wesley R. Card             Name:  Wesley R. Card             Title: Chief Operating and Financial      Officer        JONES APPAREL GROUP HOLDINGS, INC.      as Additional Obligor      
By: /s/ Ira M. Dansky             Name:  Ira M. Dansky             Title: President        KASPER LTD.      as Additional Obligor      
By: /s/ Peter Boneparth             Name:  Peter Boneparth             Title: President        NINE WEST FOOTWEAR CORPORATION      as Additional Obligor      
By: /s/ Ira M. Dansky             Name:  Ira M. Dansky             Title: Executive Vice President and                            Secretary        JONES RETAIL CORPORATION      as Additional Obligor      
By: /s/ Wesley R. Card             Name:  Wesley R. Card             Title: Chief Financial OfficerWACHOVIA BANK, NATIONAL ASSOCIATION      as Administrative Agent and Lender      
By: /s/ Thomas Harper             Name:  Thomas Harper             Title: Managing Director          BANCO BILBAO VIZCAYA ARGENTINA
By: /s/ Hector O.      Villegas             Name:  Hector O. Villegas             Title: Vice President                           Global Corporate Banking
By: /s/ Giampaolo Consigliere             Name:  Giampaolo Consigliere             Title: Vice President       BANK OF AMERICA, N.A.      
By: /s/ Douglas J. Bolt             Name:  Douglas J. Bolt             Title: Vice President       BANK OF CHINA, NEW YORK BRANCH      
By: /s/ William Smith             Name:  William Smith             Title: Chief Lending Officer       THE BANK OF NEW YORK      
By: /s/ Roger Grossman             Name:  Roger Grossman             Title: Vice President          THE BANK OF NOVA SCOTIA
By: /s/ Todd Meller             Name:  Todd Meller             Title: Managing Director       BARCLAYS BANK PLC      
By: /s/ Nicholas A. Bell             Name:  Nicholas A. Bell             Title: Director                           Loan Transaction Management       CHIAO TUNG BANK CO., LTD.      NEW YORK AGENCY
By: /s/ Kuang-Hua Wei             Name:  Kuang-Hua Wei             Title: SVP & General Manager       CITIBANK, N.A.      
By: /s/ Judith Green             Name:  Judith Green             Title: Vice President       JPMORGAN CHASE BANK, N.A.      (FORMERLY KNOWN AS JPMORGAN      CHASE BANK)      
By: /s/ James A. Knight             Name:  James A. Knight             Title: Vice President       THE ROYAL BANK OF SCOTLAND PLC
By: /s/ Maria      Amaral-LeBlanc             Name:  Maria Amaral-LeBlanc             Title: Senior Vice President       STANDARD CHARTERED BANK
By: /s/ Lalita Vadhri             Name:  Lalita Vadhri             Title: Senior Vice President
By: /s/      Robert K. Reddington             Name:  Robert K. Reddington             Title: AVP/Credit Documentation       SUNTRUST BANK      
By: /s/ Patrick M. Stevens             Name:  Patrick M. Stevens             Title: Vice President       
EXHIBIT A-1 - FORM OFREVOLVING CREDIT NOTE

 

$_____________________ _____________, 200_

        FOR VALUE RECEIVED, the undersigned JONES APPAREL GROUP USA, INC., acorporation organized under the laws of Pennsylvania, (the "Borrower"),JONES APPAREL GROUP, INC., a corporation organized under the laws ofPennsylvania, JONES APPAREL GROUP HOLDINGS, INC., a corporation organized underthe laws of Delaware, KASPER, LTD., a corporation organized under the laws ofDelaware, NINE WEST FOOTWEAR CORPORATION, a corporation organized under the lawsof Delaware, and JONES RETAIL CORPORATION, a corporation organized under thelaws of New Jersey (collectively, with the Borrower, the "Debtors"),hereby jointly and severally promise to pay to the order of _________________,(the "Lender"), at the place and times provided in the CreditAgreement referred to below, the principal sum of ______________________ DOLLARS($_____________) or, if less, the aggregate unpaid principal amount of allRevolving Credit Loans made to the Borrower by the Lender pursuant to thatcertain Amended and Restated Five Year Credit Agreement dated as of June 15,2004 (as amended, restated, supplemented or otherwise modified, the "CreditAgreement") by and among Jones Apparel Group USA, Inc., the AdditionalObligors referred to therein, the Lenders who are or may become a party thereto(collectively, the "Lenders"), Citigroup Global Markets Inc.and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners,Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A.and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), asSyndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrustBank, as Documentation Agents. Capitalized terms used herein and not definedherein shall have the meanings assigned thereto in the Credit Agreement.

        The unpaid principal amount of Revolving Credit Loans from time to timeoutstanding is subject to mandatory repayment from time to time as provided inthe Credit Agreement and shall bear interest as provided in Section 5.1 of theCredit Agreement. All payments of principal and interest on Revolving CreditLoans shall be payable in lawful currency of the United States of America inimmediately available funds to the account designated in the Credit Agreement.

        This Revolving Credit Note (the "Revolving Credit Note") isentitled to the benefits of, and evidences Obligations incurred under, theCredit Agreement, to which reference is made for a statement of the terms andconditions on which the Borrower is permitted and required to make prepaymentsand repayments of principal of the Obligations evidenced by this RevolvingCredit Note and on which such Obligations may be declared to be immediately dueand payable.

        THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCEDIN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THECONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

        The Debt evidenced by this Revolving Credit Note is senior in right ofpayment to all Subordinated Debt referred to in the Credit Agreement.

        The Debtors hereby waive all requirements as to diligence, presentment,demand of payment, protest and (except as required by the Credit Agreement)notice of any kind with respect to this Revolving Credit Note.

        IN WITNESS WHEREOF, the undersigned have executed this Revolving Credit Noteunder seal as of the day and year first above written.
JONES APPAREL GROUP USA, INC.      
By: ___________________             Name:               Title:        JONES APPAREL GROUP, INC.      
By: ___________________             Name:               Title:         JONES APPAREL GROUP HOLDINGS, INC.      
By: ___________________             Name:               Title:         KASPER, LTD.      
By: ___________________             Name:               Title:         NINE WEST FOOTWEAR CORPORATION      
By: ___________________             Name:               Title:         JONES RETAIL CORPORATION      
By: ___________________             Name:               Title: 
EXHIBIT A-2 - FORM OFCOMPETITIVE BIDPROMISSORY NOTE

U.S.$_______________ Dated: _______________, 200_

        FOR VALUE RECEIVED, the undersigned JONES APPAREL GROUP USA, INC., acorporation organized under the laws of Pennsylvania, (the "Borrower"),JONES APPAREL GROUP, INC., a corporation organized under the laws ofPennsylvania, JONES APPAREL GROUP HOLDINGS, INC., a corporation organized underthe laws of Delaware, KASPER, LTD., a corporation organized under the laws ofDelaware, NINE WEST FOOTWEAR CORPORATION, a corporation organized under the lawsof Delaware, and JONES RETAIL CORPORATION, a corporation organized under thelaws of New Jersey (collectively, with the Borrower, the "Debtors"),hereby jointly and severally promise to pay to the order of _________________,(the "Lender"), at the place and times provided in that certainAmended and Restated Five Year Credit Agreement dated as of June 15, 2004 (asamended, restated, supplemented or otherwise modified, the "CreditAgreement") by and among Jones Apparel Group USA, Inc., the AdditionalObligors referred to therein, the Lenders who are or may become a party thereto(collectively, the "Lenders"), Citigroup Global Markets Inc.and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners,Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A.and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), asSyndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrustBank, as Documentation Agents (as amended or modified from time to time, the"Credit Agreement"; the terms defined therein being used hereinas therein defined)), on _______________, 200_, the principal amount of[U.S.$_______________] [for a Competitive Bid Loan in an Alternative Currency,list currency and amount of such Loan].

        The undersigned promise to pay interest on the unpaid principal amount hereoffrom the date hereof until such principal amount is paid in full, at theinterest rate and payable on the interest payment date or dates provided below:

Interest Rate: _____% per annum (calculated on the basis of a year of    _____ days for the actual number of days elapsed) (revise as appropriate for    a Floating Rate Loan).

        Both principal and interest are payable in lawful money of ____________ toWachovia Bank, National Association, as administrative agent, for the account ofthe Lender at its office, at _________________________ in same day funds.

        This Promissory Note is one of the Competitive Bid Notes referred to in, andis entitled to the benefits of, the Credit Agreement. The Credit Agreement,among 

 other things, contains provisions for acceleration of the maturity hereofupon the happening of certain stated events.

        THIS COMPETITIVE BID NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THECONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

        The Debt evidenced by this Competitive Bid Note is senior in right of paymentto all Subordinated Debt referred to in the Credit Agreement.

        The Debtors hereby waive all requirements as to diligence, presentment,demand of payment, protest and (except as required by the Credit Agreement)notice of any kind with respect to this Competitive Bid Note.

        IN WITNESS WHEREOF, the undersigned have executed this Competitive Bid Noteunder seal as of the day and year first above written.
JONES APPAREL GROUP USA, INC.      
By: ___________________             Name:               Title:        JONES APPAREL GROUP, INC.      
By: ___________________             Name:               Title:         JONES APPAREL GROUP HOLDINGS, INC.      
By: ___________________             Name:               Title:         KASPER, LTD.      
By: ___________________             Name:               Title:         NINE WEST FOOTWEAR CORPORATION      
By: ___________________             Name:               Title:         JONES RETAIL CORPORATION      
By: ___________________             Name:               Title:**