SECOND SUPPLEMENTAL INDENTURE
                6.25% Senior Notes due 2001


               SECOND SUPPLEMENTAL INDENTURE (this "Second
     Supplemental Indenture") dated as of June 15, 1999, among
     JONES APPAREL GROUP, INC., a Pennsylvania corporation
     ("Jones"), JONES APPAREL GROUP HOLDINGS, INC., a Delaware
     corporation ("Jones Holdings"), JONES APPAREL GROUP USA,
     INC., a Pennsylvania corporation  ("Jones USA"), JACK ASSET
     SUB INC., a Delaware corporation ("New Nine West"), and THE
     CHASE MANHATTAN BANK, a New York State banking institution,
     as trustee under the indenture referred to below (the
     "Trustee").

                    W I T N E S S E T H :

          WHEREAS Jones has heretofore executed and
delivered to the Trustee an Indenture (the "Indenture")
dated as of October 2, 1998, and Jones, Jones USA and Jones
Holdings have heretofor executed and delivered to the
Trustee a Supplemental Indenture dated as of January 1, 1999
(the "Original Indenture" and, as it may be amended or
supplemented from time to time by more indentures
supplemental thereto entered into pursuant to the applicable
provisions thereof, the "Indenture") providing for the
issuance of an aggregate principal amount of $265,000,000 of
6.25% Senior Notes due 2001 (the "Securities");

          WHEREAS Jones has acquired Nine West Group Inc.
("Nine West") through a merger of its wholly owned
subsidiary, Jill Acquisition Sub Inc., a Delaware
corporation ("Jill"), with Nine West, and concurrently
transferred the assets of Nine West to Jones' wholly owned
subsidiary, New Nine West (collectively, the "Acquisition");

          WHEREAS pursuant to Section 9.01 of the Indenture,
additional co-obligors with respect to the Securities may be
added without the consent of the holders of the Securities;

          WHEREAS pursuant to Section 9.01 of the Indenture,
Jones, Jones USA, Jones Holdings and the Trustee are
authorized to execute and deliver this Second Supplemental
Indenture.

          NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt
of which is hereby acknowledged, Jones, Jones USA, Jones
Holdings, New Nine West and the Trustee mutually covenant
and agree for the equal and ratable benefit of the
Securityholders as follows:

          1.  Assumption and Reaffirmation.  New Nine West
hereby agrees to fully and unconditionally assume, as
co-obligor, Jones USA's obligations under the Securities and
the Indenture and to be bound by all applicable provisions
of the Securities and the Indenture.  Jones USA, Jones,
Jones Holdings and New Nine West agree that their
obligations under the Securities and the Indenture shall be
joint and several.  Without in any way affecting the
foregoing agreement, the parties hereto acknowledge that it
is expected that all payments in respect of the Securities
will be made by Jones USA.

          2.  Ratification of Indenture; Supplemental
Indentures Part of Indenture.  Except as expressly amended
hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect.  This Second
Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Holder of Securities heretofore
or hereafter authenticated and delivered shall be bound
hereby.

          3.  Governing Law.  THIS SECOND SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

          4.  Trustee Makes No Representation.  The Trustee
makes no representation as to the validity or sufficiency of
this Second Supplemental Indenture.

          5.  Counterparts.  The parties may sign any number
of copies of this Second Supplemental Indenture.  Each
signed copy shall be an original, but all of them together
represent the same agreement.

          6.  Effect of Headings.  The Section headings
herein are for convenience only and shall not affect the
construction thereof.


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


                              JONES APPAREL GROUP, INC.,

                                By: _________________________
                                   Name: ____________________
                                   Title: ___________________

                              JONES APPAREL GROUP HOLDINGS, INC.,

                                By: _________________________
                                   Name: ____________________
                                   Title: ___________________

                              JONES APPAREL GROUP USA, INC.,

                                By: _________________________
                                   Name: ____________________
                                   Title: ___________________

                              JACK ASSET SUB INC., (to be renamed
                              Nine West Group Inc.)

                                By: _________________________
                                   Name: ____________________
                                   Title: ___________________

                              THE CHASE MANHATTAN BANK,
                              as Trustee

                                By: _________________________
                                   Name: ____________________
                                   Title: ___________________