CUSIP No.   47777N101

1

Names of Reporting Persons
Joseph M. Dahan

2

Check the Appropriate Box if a Member of a Group

(a)

 o

(b)

 o

3

SEC Use Only

4

Source of Funds (See Instructions)
OO

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

6

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
11,784,856

8

Shared Voting Power
0

9

Sole Dispositive Power
11,784,856

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
11,784,856

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

13

Percent of Class Represented by Amount in Row (11)
17.23%(1)

14

Type of Reporting Person (See Instructions)
IN

CUSIP No.   47777N101

Amendment No. 2 to Schedule 13D

This Amendment No. 2 to Schedule 13D supplementally amends the initial statement filed by Joseph M. Dahan (“Mr. Dahan”) on Schedule 13D, dated October 25, 2007, and all amendments thereto (collectively, the “Initial Statement”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.

Item 1.

Security and Issuer.

This Amendment No. 2 to Schedule 13D relates to shares of common stock, par value $0.10 per share (the “Shares”), of Joe’s Jeans Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive office of the Issuer is 2340 South Eastern Avenue, Commerce, CA 90040.

Item 2.

Identity and Background.

This statement is filed on behalf of Mr. Dahan, a United States citizen.  Mr. Dahan serves as the creative director and a director of the Issuer.  The principal business address of Mr. Dahan is c/o Joe’s Jeans Inc., 2340 South Eastern Avenue, Commerce, CA 90040.  During the last five years, Mr. Dahan has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

The information set forth in Item 5 below is hereby incorporated by reference herein.  Shares acquired by Mr. Dahan were either awarded as compensation for services to the Issuer or acquired through the exercise of employee stock options for which shares were withheld by the Issuer to pay the exercise price.

Item 4.

Purpose of Transaction.

The information set forth in Item 5(c) below is hereby incorporated by reference herein.

Mr. Dahan holds the Shares for investment purposes. Whether Mr. Dahan purchases any additional Shares or disposes of any Shares, and the amount and timing of any such transactions, will depend upon his continuing assessments of pertinent factors, including price, market conditions, availability of funds, evaluation of other investment opportunities, and other factors.

Depending upon his assessments of the above factors from time to time, Mr. Dahan may change his present intentions as stated above, including assessing whether to make suggestions to the management of the Issuer regarding financing, and whether to acquire additional Shares, or to dispose of some or all of the Shares.

Except as otherwise disclosed herein, at the present time, Mr. Dahan in his personal capacity does not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

(a) – (b)  As of July 18, 2013, Mr. Dahan may be deemed to be the beneficial owner of 11,784,856 Shares.  Mr. Dahan may be deemed to be the beneficial owner of approximately 17.23% of the Issuer’s outstanding shares based on 68,417,670  shares outstanding as of July 15, 2013, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on July 15, 2013.  Mr. Dahan has sole power to vote and dispose of the 11,784,856 Shares.

CUSIP No.   47777N101

(c)                                  The type of transaction, transaction date and number of shares involved in all transactions in Shares by Mr. Dahan since the most recent filing on Schedule 13D are set forth in the table below:

CUSIP No.   47777N101

CUSIP No.   47777N101