SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* JONES APPAREL GROUP INC (Last) (First) (Middle) 250 RITTENHOUSE CIRCLE, KEYSTONE PARK (Street) BRISTOL, PA 19007 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/06/2004	3. Issuer Name and Ticker or Trading Symbol MAXWELL SHOE CO INC [ NASDQ:MAXS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $.01 per share	13,777,824	I(1)	See explanation of responses below.(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* JONES APPAREL GROUP INC (Last) (First) (Middle) 250 RITTENHOUSE CIRCLE, KEYSTONE PARK (Street) BRISTOL, PA 19007 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JONES APPAREL GROUP HOLDINGS INC (Last) (First) (Middle) C/O JONES APPAREL GROUP, INC. 250 RITTENHOUSE CIRCLE, KEYSTONE PARK (Street) BRISTOL, PA 19007 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Joint Filler

1. Name and Address of Reporting Person* MSC Acquisition Corp. (Last) (First) (Middle) C/O JONES APPAREL GROUP, INC. 250 RITTENHOUSE CIRCLE, KEYSTONE PARK (Street) BRISTOL, PA 19007 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Joint Filer

Explanation of Responses:

1. Pursuant to an Agreement and Plan of Merger dated June 18, 2004, among MSC Acquisition Corp. ("MSCAC"), Maxwell Shoe Company Inc. ("Maxwell") and Jones Apparel Group, Inc. ("Jones"), MSCAC acquired (the "Acquisition") 13,777,724 shares of Class A Common Stock, par value $.01 per share (the "Shares"), of Maxwell pursuant to a tender offer by MSCAC for all the outstanding Shares. The 13,777,724 Shares acquired pursuant to the Acquisition, plus 50 Shares that MSCAC owned prior to the Acquisition, were owned directly by MSCAC, which is a wholly owned subsidiary of Jones Apparel Group Holdings, Inc. ("JAGH"), which is a wholly owned subsidiary of Jones. JAGH directly owned 50 Shares and may be deemed the beneficial owner of any Shares owned by MSCAC. Jones may be deemed a beneficial owner of any Shares owned by JAGH and MSCAC. As of July 8, 2004, all of the Shares were canceled pursuant to the merger of MSC Merger Sub, Inc., a wholly owned subsidiary of JAGH, with and into Maxwell.

Remarks:

	Ira M. Dansky, Executive V.P. General Counsel and Secretary of Jones Apparel Group, Inc.	07/06/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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