SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of the ~~Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported) November 2, 2009~~1934

Date of Report (Date of earliest event reported) February 26, 2010

RAFAELLA APPAREL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-138342	20-2745750
(State or other	(Commission	(IRS Employer
(State or other jurisdiction of formation)	(Commission File Number)	(IRS Employer Identification No.)
jurisdiction of	File Number)	Identification No.)
formation)

1411 Broadway

New York, New York 10018

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (212) 403-0300

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

On ~~November~~February 226, ~~2009~~2010, each of Rafaella Apparel Group, Inc. (the “Company”) ~~entered~~and ~~into~~its ~~an Amended and~~wholly-owned ~~Restated~~subsidiary, ~~Employment~~Verrazano ~~Agreement~~Inc., ~~with~~entered ~~Lance~~into D.an ~~Arneson~~amendment (collectively, the “~~Amended Agreement~~Amendments”) into ~~connection~~its ~~with~~respective ~~the~~Factoring ~~promotion~~Agreement ofwith Wells ~~Mr. Arneson~~Fargo toTrade ~~Chief Financial~~Capital, ~~Officer~~LLC of(collectively, the ~~Company~~“Factoring Agreements”).

~~Mr. Arneson~~The ~~has~~Amendments, ~~most~~among ~~recently~~other ~~served as the Company’s Vice-President of Finance~~things, ~~Principal~~amend ~~Accounting~~certain ~~Officer~~rates and ~~Interim~~charges ~~Chief~~by Wells ~~Financial~~Fargo ~~Officer~~Trade ~~since April 3~~Capital, ~~2009. Prior~~LLC with respect to ~~that~~various ~~time,~~named ~~Mr. Arneson~~customers ~~was~~as ~~the~~set forth ~~Company’s~~on ~~Controller,~~ a ~~position~~schedule ~~that~~to heeach ~~had~~Amendment. The Amendments ~~held~~also ~~since~~amend ~~joining~~ the ~~Company~~term inof each Factoring Agreement until at least December ~~2006~~19, 2011. ~~Prior~~Thereafter, tothe ~~joining~~term ~~the~~of ~~Company,~~each ~~Mr. Arneson~~Factoring ~~had~~Agreement ~~been~~will aautomatically ~~Senior~~renew ~~Manager~~from ~~with~~year ~~PricewaterhouseCoopers~~to ~~LLP~~year ~~since~~unless ~~September 2004,~~earlier terminated by ~~and~~the ~~prior~~Company toupon ~~that~~no ~~time,~~less ~~had~~than ~~served~~60 asdays awritten ~~Manager~~notice ~~with~~prior ~~PricewaterhouseCoopers~~to ~~LLP~~December 19, ~~commencing~~2011 inof ~~2001~~any anniversary thereof.

The ~~Amended~~foregoing ~~Agreement~~summary ~~provides,~~of ~~among~~the ~~other~~principal ~~things,~~terms ~~for~~and anconditions ~~increase~~of inthe ~~Mr. Arneson’s~~Amendments ~~(i) annual~~does not ~~base~~purport ~~salary~~to be a complete discussion of the Amendments. Accordingly, ~~from~~the foregoing is qualified in its ~~$250,000~~entirety by reference to ~~$300,000,~~the ~~and~~full ~~(ii) target~~text ~~bonus,~~of ~~from~~each ~~25%~~of the Amendments, both of ~~his~~which ~~base~~are ~~salary~~ annexed to ~~50%~~this ~~thereof~~Current Report on Form 8-K as Exhibits 10.39 and 10.40 and incorporated herein by reference.

In addition, pursuant to the terms of the Amended Agreement, Mr. Arneson will be entitled to receive an equity grant to be determined by the Board of Directors of the Company. Mr. Arneson’s equity award will be subject to the terms and conditions of the Company’s Equity Incentive Plan and the Company’s customary documentation with respect thereto.

The foregoing summary of the Amended Agreement does not purport to be complete and is qualified in its entirety by the Amended Agreement, which is attached hereto as Exhibit 10.37 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following is filed as an Exhibit to this Current Report on Form 8-K:

10.37 Amended and Restated Employment Agreement, dated as of November 2, 2009, by and among Rafaella Apparel Group, Inc. and Lance D. Arneson.

10.39	Amendment to the Factoring Agreement between Rafaella Apparel Group, Inc. and Wells Fargo Trade Capital, LLC, dated February 18, 2010.

10.40	Amendment to the Factoring Agreement between Verrazano Inc. and Wells Fargo Trade Capital, LLC, dated February 18, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized and caused the undersigned to sign this Report on the Registrant’s behalf.

Rafaella Apparel Group, Inc. By: /s/ Christa Michalaros Christa Michalaros Chief Executive Officer and Director

	Rafaella Apparel Group, Inc.


	By:	/s/ Lance D. Arneson
		Lance D. Arneson
		Chief Financial Officer

Dated: March 4, 2010

Dated: November 6, 2009

Filing Compare · RAFAELLA APPAREL GROUP,INC.