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 Report (Date of earliest event reported) June 1117, 2010

RAFAELLA APPAREL GROUP, INC.

(Exact name of registrant as specified in its charter)

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

~~Item~~On June 17, 82010, Rafaella Apparel Group, Inc.01 ~~Other~~and ~~Events~~its subsidiaries (the “Company”) and IDS USA Inc. (“IDS”), entered into a logistics and distribution services agreement (the “Distribution Agreement”).

OnUpon ~~June 11,~~the ~~2010,~~entering ~~Rafaella~~into ~~Apparel~~of ~~Group~~the Distribution Agreement, ~~Inc.~~ (the “Company”) ~~entered~~will ~~into~~discontinue its ancurrent ~~Equity~~warehouse, ~~Incentive~~distribution ~~Plan~~and ~~Award Agreement~~logistics ~~with~~operations ~~John~~in ~~Kourakos~~New Jersey. Instead, ~~Chairman~~pursuant ofto the Distribution ~~Board~~Agreement, IDS, ~~granting~~through ~~Mr. Kourakos~~its warehouse facilities in New anJersey, ~~option~~will tobe ~~purchase~~the upexclusive provider to ~~111,111~~the ~~shares~~Company of ~~common~~all ~~stock~~warehousing, distribution and logistics services with respect to effectively all of the ~~Company,~~ ~~exercisable~~Company’s ~~for~~goods ~~$5.33~~that ~~per~~are ~~share~~distributed in the Northeast. ~~Mr. Kourakos~~The Distribution Agreement provides for the Company to utilize IDS’s ~~option~~services ~~vests~~for asa minimum volume of units to be ~~follows:~~determined ~~73,327.28~~with onrespect to each of the ~~grant~~Company’s ~~date~~fiscal years during the term of ~~May 21,~~the ~~2010,~~Distribution 10Agreement,~~005.97~~ oncommencing with the 2011 fiscal year that begins ~~October~~on July 1, 2010. The term of the Distribution Agreement is for three years, ~~and~~subject to termination by the parties ~~remaining~~under 27certain circumstances,~~777.75~~ onincluding ~~October 1~~but not limited to upon a material breach (subject to notice and cure), ~~2011~~force majeure, or by either party for any reason upon no less than 180 days prior written notice.

OnIn ~~June 11,~~connection ~~2010,~~with the ~~Company~~entering ~~also entered~~ into anof ~~Equity~~the ~~Incentive~~Distribution ~~Plan Award~~ Agreement ~~with Lance D. Arneson~~, ~~the~~it ~~Company’s~~is ~~Chief Financial Officer,~~presently ~~granting~~anticipated ~~Mr. Arneson~~that anapproximately ~~option~~70 ~~to purchase up to111,111 shares~~ of ~~common stock of~~ the Company,’s ~~exercisable~~current ~~for~~employees ~~$5.33~~will ~~per share.~~ be ~~Mr. Arneson’s~~offered ~~option~~employment ~~vests~~by asIDS ~~follows:~~in ~~15,559.83~~IDS’s onNew ~~the~~Jersey ~~grant~~warehouse ~~date~~facilities offrom which ~~May 21,~~IDS ~~2010,~~will ~~12,217.92~~operate onthe ~~November 2,~~distribution ~~2010,~~ and ~~the~~logistical ~~balance~~services ~~in three (3) equal annual installments, 27,777.75 each vesting~~ on the ~~successive~~Company’s ~~anniversaries of the May 21st grant date~~behalf.

The foregoing ~~summary~~is ofa ~~each~~summary of ~~Mr. Kourakos’~~the principal terms and ~~Mr. Arneson’s~~conditions ~~Equity Incentive~~of ~~Plan~~the ~~Award~~Distribution ~~Agreements~~Agreement and does not purport to be a complete ~~and~~discussion ~~are~~of the Distribution Agreement. Accordingly, the foregoing is qualified in ~~their~~its entirety by reference to the ~~Equity~~full ~~Incentive~~text ~~Plan~~of ~~Award~~the ~~Agreements~~Distribution Agreement, which is annexed to this ~~are~~Current ~~attached~~Report ~~hereto~~on Form 8-K as ~~Exhibits~~Exhibit 10.421 and ~~10.43, respectively, 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:
	10.42	Rafaella Apparel Group, Inc. Equity Incentive Plan Award Agreement between the Company and John Kourakos.
	10.43	Rafaella Apparel Group, Inc. Equity Incentive Plan Award Agreement between the Company and Lance D. Arneson.

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

10.1 Logistics and Distribution Services Agreement by and between Rafaella Apparel Group, Inc. and IDS USA Inc., dated as of June 17, 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~~Lance ~~Michalaros~~D. ~~Christa~~Arneson ~~Michalaros~~Lance D. Arneson Chief ~~Executive~~Financial Officer

Dated: June 1723, 2010

Filing Compare · RAFAELLA APPAREL GROUP,INC.