Jones Apparel Group, Inc.



                     Jones Apparel Group Holdings, Inc.



                       Jones Apparel Group USA, Inc.



                            Nine West Group Inc.



                Debt Securities, Preferred and Common Stock



                           Underwriting Agreement



                           ----------------------







Ladies and Gentlemen:



          Jones Apparel Group, Inc., a Pennsylvania corporation (the

"Company") proposes, subject to the terms and conditions stated herein, to

issue and sell to the Underwriters named in a schedule to the Terms

Agreement (as defined in Article 2 below) (the "Underwriters") from time to

time certain of its preferred stock or common stock (the "Offered Equity

Securities"). The Company, Jones Apparel Group USA, Inc., a Pennsylvania

corporation ("Jones USA"), Jones Apparel Group Holdings, Inc., a Delaware

corporation ("Jones Holdings") and Nine West Group Inc., a Delaware

corporation ("Nine West" and, together with the Company, Jones USA and

Jones Holdings, the "Issuers") propose, subject to the terms and conditions

stated herein, to issue and sell to the Underwriters from time to time

certain of their debt securities (the "Offered Debt Securities" and,

together with the Offered Equity Securities, the "Offered Securities"). The

representatives of the Underwriters, if any, specified in a Terms Agreement

are hereinafter referred to as the "Representatives"; provided, however,

that if the Terms Agreement does not specify any representative of the

Underwriters, the term "Representatives", as used in this Agreement, shall

mean the Underwriters. If the Offered Securities are debt securities: The

Offered Securities will be issued under an indenture, dated as of

_________, ____ (the "Indenture"), between the Issuers and a trustee as

Trustee, in one or more series, which series may vary as to interest rates,

maturities, redemption provisions, selling prices and other terms. If the

Offered Securities are preferred stock: The Offered Securities may be

issued in one or more series, which series may vary as to dividend rates,

redemption provisions, selling prices and other terms. Particular series or

offerings of Offered Securities will be sold pursuant to a Terms Agreement,

for resale in accordance with terms of offering determined at the time of

sale.



          1. As of the date of each Terms Agreement, the Company represents

and warrants to, and agrees, or, in the case of Offered Debt Securities,

the Issuers, jointly and severally, represent and warrant to, and agree

with, each Underwriter that:



                  (a) A registration statement on Form S-3 relating to the

         Offered Securities has been filed with the Securities and Exchange

         Commission (the "Commission") and has become effective; and no

         stop order suspending the effectiveness of the initial

         registration statement, any post-effective amendment thereto or

         Rule 462(b) registration statement, if any, has been issued and no

         proceeding for that purpose has been initiated or threatened by

         the Commission. Such registration statement, as amended at the

         time of any Terms Agreement, is hereinafter referred to as the

         "Registration Statement", and the prospectus included in such

         Registration Statement, as supplemented and amended as

         contemplated by Section 2 to reflect the terms of the Offered

         Securities (if they are debt securities or preferred stock) and

         the terms of the offering of the Offered Securities, as first

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