EXHIBIT 2


                     AMENDMENT NO. 1 TO RIGHTS AGREEMENT

          THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "AMENDMENT") is 
entered into as of March 1, 1999 by and between NINE WEST GROUP INC., a 
Delaware Corporation (the "COMPANY"), and THE BANK OF NEW YORK (the "RIGHTS 
AGENT"), amending the Rights Agreement, dated as of February 17, 1998, between 
the Company and the Rights Agent (the "RIGHTS AGREEMENT").

                           RECITALS OF THE COMPANY:

          The Company has duly authorized the execution and delivery of this 
Amendment, and all things necessary to make this Amendment a valid agreement 
of the Company have been done.  This Amendment is entered into pursuant to 
Section 27 of the Rights Agreement.

          NOW, THEREFORE, in consideration of the premises and the mutual 
agreements herein set forth, the parties hereby agree as follows:

          1.  DEFINED TERMS.  Terms defined in the Rights Agreement and used 
herein shall have the meanings given to them in the Rights Agreement.

          2.  AMENDMENTS TO SECTION 1.  (a)  Section 1(a) of the Rights 
Agreement is amended to add the following sentence at the end thereof:

          "Notwithstanding anything in this Agreement to the contrary, none 
     of Vincent Camuto, Jerome Fisher, Parent or any Affiliate or Associate of 
     any of them shall be deemed to be an Acquiring Person solely by reason of 
     the approval, execution, delivery or performance of the Merger Agreement 
     or the Stockholder Agreement or the consummation of the transactions 
     contemplated by the Merger Agreement or the Stockholder Agreement."

          (b)  Section 1 of the Rights Agreement is amended to add the 
following provisions at the end thereof:

          "(ff)  For purposes of this Agreement:

               "Effective Time" shall have the meaning assigned to such term 
          in the Merger Agreement;
               
               "Merger Agreement" shall mean the Agreement and Plan of Merger 
          dated as of March 1, 1999 among Parent, Jill Acquisition Sub Inc.  
          ("Merger Sub"), a Delaware corporation and a wholly owned 
          subsidiary of Parent, and the Company, as amended from time to time 
          in accordance with its terms;

               "Merger" shall have the meaning assigned to such term in the 
          Merger Agreement; 

               "Parent" shall mean Jones Apparel Group, Inc., a Pennsylvania 
          corporation; and

               "Stockholder Agreement" shall mean the Stockholder Agreement, 
          dated as of March 1, 1999, between Parent and the holders of Common 
          Stock signatories thereto."

          3.     AMENDMENT OF SECTION 3(a).  Section 3(a) of the Rights 
Agreement is amended to add the following sentence at the end thereof:

               "Notwithstanding anything in this Rights Agreement to the 
          contrary, a Distribution Date shall not be deemed to have occurred 
          solely as the result of the approval, execution, delivery or 
          performance of the Merger Agreement or the Stockholder Agreement or 
          the consummation of the transactions contemplated by the Merger 
          Agreement or the Stockholder Agreement."

          4.     AMENDMENT OF SECTION 7(a).  Section 7(a) of the Rights 
Agreement is amended by deleting the word "or" in the penultimate line of such 
subsection and substituting in its place "," and inserting immediately after 
the word "hereof" in the last line thereof the following clause:  "or (iv) 
immediately prior to the Effective Time of the Merger.  Upon the Expiration 
Date, the Rights shall expire."

          5.     EFFECTIVENESS.  This Amendment shall be deemed effective as 
of March 1, 1999 as if executed on such date.  Except as amended hereby, the 
Rights Agreement shall remain in full force and effect and shall be otherwise 
unaffected hereby.

          6.     MISCELLANEOUS.  This Amendment shall be deemed to be a 
contract made under the laws of the State of Delaware and for all purposes 
shall be governed by and construed in accordance with the laws of such state.  
This Amendment may be executed in any number of counterparts, each of such 
counterparts shall for all purposes be deemed an original and all such 
counterparts shall together constitute but one and the same instrument.


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
to be duly executed and attested, all as of the day and year first above 
written.


Attest:                              NINE WEST GROUP INC.




/s/ Joel K. Bedol                    By: /s/ Vincent Camuto
- --------------------------------         -----------------------------
Title:  Executive Vice President         Title: Chief Executive Officer
           and General Counsel



Attest:                              THE BANK OF NEW YORK




/s/ Richard Hanrahan                  By: /s/ Norman Lawrence
- ---------------------------------         ----------------------------
Title: Assistant Vice President           Title: Vice President