EXHIBIT 8.1


                                 [Letterhead of]

                             CRAVATH, SWAINE & MOORE
                                [New York Office]

                                                                   May  12, 1999


                          Agreement and Plan of Merger,
                         Dated as of March 1, 1999 Among
                           Jones Apparel Group, Inc.,
                            Jill Acquisition Sub Inc.
                            and Nine West Group Inc.


Ladies and Gentlemen:

               We have acted as counsel for Jones Apparel Group, Inc., a
Pennsylvania corporation ("Parent"), in connection with the proposed merger (the
"Merger") of Nine West Group Inc., a Delaware corporation (the "Company"), with
and into Jill Acquisition Sub Inc., a Delaware corporation and a wholly owned
subsidiary of Parent ("Sub"), pursuant to an Agreement and Plan of Merger, dated
as of March 1, 1999 among Parent, Sub and the Company (the "Merger Agreement").
In the Merger, each issued and outstanding share of common stock, par value $.01
per share, of the Company (the "Company Common Stock") not owned directly by
Parent, Sub or the Company will be converted into the right to receive a unit
consisting of a fraction of a fully paid and nonassessable share of common
stock, par value $.01 per share of Parent ("Parent Common Stock"), and an amount
in cash.

               In that connection, you have requested our opinion regarding the
material U.S. Federal income tax consequences of the Merger. In providing our
opinion, we have examined the Merger Agreement, the registration statement on
Form S-4 (the "Registration Statement"), which includes the Proxy
Statement/Prospectus of the Company and Parent, as filed with the Securities and
Exchange Commission, and such other documents and corporate records as we have
deemed necessary or appropriate for purposes of our opinion. In addition, we
have assumed that (i) the Merger will be consummated in the








manner contemplated by the Registration Statement and in accordance with the
provisions of the Merger Agreement, (ii) the statements concerning the Merger
set forth in the Merger Agreement and the Registration Statement are true,
correct and complete, (iii) the representations made to us by the Company and
Parent in their respective letters to us each dated as of the date hereof, and
delivered to us for purposes of this opinion are true, correct and complete
(such letters, the "Representation Letters"), and (iv) any representations made
in the Representation Letters or in the Merger Agreement "to the best knowledge
of" or similarly qualified are true, correct and complete without such
qualification. If any of the above-described assumptions are untrue for any
reason or if the Merger is consummated in a manner that is inconsistent with the
manner in which it is described in the Merger Agreement or the Registration
Statement, our opinions as expressed below may be adversely affected and may not
be relied upon.

               Based upon the foregoing, we are of opinion that, for U.S.
Federal income tax purposes, (i) the Merger will constitute a "reorganization"
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code"); (ii) Parent, Sub and the Company will each be a party to
such reorganization within the meaning of Section 368(b) of the Code; and (iii)
holders of Company Common Stock who exchange their Company Common Stock for a
combination of Parent Common Stock and cash will recognize gain, but will not
recognize any loss, in an amount equal to the lesser of the amount of gain
realized by the holder and the amount of cash received by the holder.

               Our opinions are limited to the tax matters specifically covered
hereby, and we have not been asked to address, nor have we addressed, any other
tax consequences of the Merger or any other transactions. Our opinions are based
upon current statutory, regulatory and judicial authority, any of which may be
changed at any time with retroactive effect. We disclaim any undertaking to
advise you of any subsequent changes of the matters stated, represented or
assumed herein or any subsequent changes in applicable law, regulations or
interpretations thereof.

               We consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the reference of our firm name in the section of
the Registration Statement under the heading "Material United States Federal
Income Tax Consequences of the Merger". In giving this consent, we do not admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and








regulations of the Securities Exchange Commission promulgated thereunder.


                                            Very truly yours,

                                            /s/ Cravath, Swaine & Moore

Jones Apparel Group, Inc.
     1411 Broadway
          New York, NY 10018